Smead Funds Trust

Portfolio Turnover Rate

Name of Fund

Value Fund

As filed with the Securities and Exchange Commission on March 30, 2022

Securities Act File No. 333‑197810

Investment Company Act File No. 811‑22985

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933		[X]

Pre‑Effective Amendment No.		[ ]
Post-Effective Amendment No. 20		[X]
and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940		[X]
Amendment No. 22		[X]

SMEAD FUNDS TRUST

(Exact Name of Registrant as Specified in Charter)

2777 East Camelback Road, Suite 375

Phoenix, AZ 85016

(Address of Principal Executive Offices)

(877) 807‑4122

(Registrant’s Telephone Number, Including Area Code)

Cole W. Smead

Smead Capital Management, Inc.

2777 East Camelback Road, Suite 375

Phoenix, AZ 85016

(Name and address of Agent for Service)

with copy to:

Pamela M. Krill, Esq.

Godfrey & Kahn, S.C.

833 East Michigan Street, Suite 1800

Milwaukee, WI 53202

Approximate Date of Proposed Public Offering:

It is proposed that this filing will become effective (check appropriate box)


[ X ]		immediately upon filing pursuant to paragraph (b)
[ ]		on [ ] pursuant to paragraph (b)
[ ]		60 days after filing pursuant to paragraph (a)(1)
[ ]		on [ ] pursuant to paragraph (a)(1)
[ ]		75 days after filing pursuant to paragraph (a)(2)
[ ]		on [ ] pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:


[ ]		this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Smead International Value Fund

Investor Class Shares (SVXLX)

Class A Shares (SVXAX)

Class C Shares (SVXCX)

Class I1 Shares (SVXFX)

Class I2 Shares (SVXIX)

Class Y Shares (SVXYX)

Smead Value Fund

Investor Class Shares (SMVLX)

Class A Shares (SVFAX)

Class C Shares (SVFCX)

Class I1 Shares (SVFFX)

Class R1 Shares (SVFDX)

Class R2 Shares (SVFKX)

Class Y Shares (SVFYX)

Prospectus

March 30, 2022

The Securities and Exchange Commission (“SEC”) has not approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Smead Funds Trust (the “Trust”)

Smead International Value Fund and

Smead Value Fund

each, a series of the Trust

TABLE OF CONTENTS


FUND SUMMARY – SMEAD INTERNATIONAL VALUE FUND			1

FUND SUMMARY – SMEAD VALUE FUND			11

INVESTMENT STRATEGIES, RELATED RISKS AND DISCLOSURE OF PORTFOLIO HOLDINGS			18

INVESTMENT OBJECTIVE FOR THE FUNDS			18
PRINCIPAL INVESTMENT STRATEGIES – INTERNATIONAL VALUE FUND			18
PRINCIPAL INVESTMENT STRATEGIES – VALUE FUND			19
PRINCIPAL RISKS FOR THE FUNDS			21
PORTFOLIO HOLDINGS INFORMATION			25

MANAGEMENT OF THE FUNDS			26

THE ADVISER			26
PORTFOLIO MANAGERS			27

SHAREHOLDER INFORMATION			28

CHOOSING A SHARE CLASS			28
RULE 12B-1 DISTRIBUTION PLAN			36
SHAREHOLDER SERVICING PLAN			37
SHARE PRICE			38
HOW TO PURCHASE SHARES			39
HOW TO REDEEM SHARES			43
EXCHANGING OR CONVERTING SHARES			47
TOOLS TO COMBAT FREQUENT TRANSACTIONS			47
OTHER FUND POLICIES			48
LIMITATIONS ON SHAREHOLDER DERIVATIVE ACTIONS			50

DISTRIBUTION OF FUND SHARES			50

THE DISTRIBUTOR			50
PAYMENTS TO FINANCIAL INTERMEDIARIES			50

DISTRIBUTIONS AND TAXES			51

DISTRIBUTIONS			51
FEDERAL INCOME TAX CONSEQUENCES			51

FINANCIAL HIGHLIGHTS			53

EXHIBIT A – SALES CHARGE WAIVERS			56

Fund Summary – Smead International Value Fund

Investment Objective. The investment objective of the Smead International Value Fund (the “Fund”) is long-term capital appreciation.

Fees and Expenses of the Fund. This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and examples below. You may qualify for sales charge discounts on Class A shares if you or your family invest, or agree to invest in the future, at least $25,000 in the Fund’s Class A shares. More information about these and other discounts and waivers is available from your financial professional and under “Shareholder Information – Class A Sales Charge Reductions and Waivers” beginning on page 33 of the Smead Funds’ Statutory Prospectus, under “Exhibit A – Sales Charge Waivers” beginning on page 56 of the Smead Funds’ Statutory Prospectus, and under “Additional Purchase and Redemption Information – Sales Charges on Class A Shares” beginning on page 46 of the Smead Funds’ Statement of Additional Information (“SAI”).


Shareholder Fees (fees paid directly from your investment)	Investor Class shares		Class A shares		Class C shares		Class I1 shares		Class I2 shares		Class Y shares
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		None		5.75%		None		None		None		None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price)⁽¹⁾		None		1.00%		1.00%		None		None		None


Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)	Investor Class shares		Class A shares		Class C shares		Class I1 shares		Class I2 shares		Class Y shares
Management Fees		0.75%		0.75%		0.75%		0.75%		0.75%		0.75%
Rule 12b-1 Fees		0.25%		0.25%		0.75%		None		None		None
Shareholder Servicing Fee		0.00%		0.17%		0.25%		0.15%		0.10%		None
Other Expenses⁽²⁾		0.84%		0.84%		0.84%		0.84%		0.84%		0.84%
Total Annual Fund Operating Expenses		1.84%		2.01%		2.59%		1.74%		1.69%		1.59%
Fee Waiver/Expense Reimbursement⁽³⁾		0.59%		0.59%		0.59%		0.59%		0.59%		0.59%
Total Annual Fund Operating Expenses after Fee Waiver/Expense Reimbursement		1.25%		1.42%		2.00%		1.15%		1.10%		1.00%

⁽¹⁾	A 1.00% deferred sales charge, also known as a contingent deferred sales charge (CDSC), applies to Class A purchases of $1,000,000 or more that are redeemed within 18 months of purchase. A CDSC of 1.00% also applies on redemptions of Class C shares within 12 months of purchase.

⁽²⁾	Because the Fund is new, these expenses are based on estimated amounts for the Fund’s current fiscal year.

⁽³⁾

Smead Capital Management, Inc. (the “Adviser”) has agreed to waive its fees and/or absorb expenses of the Fund to ensure that Total Annual Operating Expenses (excluding any Rule 12b-1 fees, Shareholder Servicing fees, taxes, expenses of leverage, interest, brokerage commissions, dividends and interest on short positions, acquired fund fees and expenses and extraordinary expenses such as litigation) do not exceed 1.25% for Investor Class shares, 1.42% for Class A shares, 2.00% for Class C shares, 1.15% for Class I1 shares, 1.10% for Class I2 shares and 1.00% for Class Y shares through March 31, 2023. The Adviser is permitted to be reimbursed for management fee waivers and/or expense payments made in the three calendar years from the date fees were waived or expenses were reimbursed. The Fund may make such repayments to the Adviser if such repayment does not cause the Fund’s total expense ratio (taking into account the reimbursement) to exceed the expense cap at the time such amounts were waived or the Fund’s then current expense cap. Any such reimbursement will be reviewed by the Board of Trustees. The Fund must pay its current ordinary operating expenses before the Adviser is entitled to any reimbursement of management fees and/or expenses. This operating expense limitation agreement will terminate on March 31, 2023, and may only be terminated earlier than such date by, or with the consent of, the Board of Trustees.

Example

This Example is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year, and that the Fund’s operating expenses remain the same and the Fund’s expense limitation agreement remains in force through March 31, 2023. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:


	One Year	Three Years
Investor Class shares
(if you redeem your shares)	$127	$521
(if you did not redeem your shares)	$127	$521
Class A shares
(if you redeem your shares)	$711	$1,118
(if you did not redeem your shares)	$711	$1,116
Class C shares
(if you redeem your shares)	$203	$749
(if you did not redeem your shares)	$203	$749
Class I1 shares
(if you redeem your shares)	$117	$490
(if you did not redeem your shares)	$117	$490
Class I2 shares
(if you redeem your shares)	$112	$475
(if you did not redeem your shares)	$112	$475
Class Y shares
(if you redeem your shares)	$102	$444
(if you did not redeem your shares)	$102	$444

Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Total Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. Because the Fund is new, there is no portfolio turnover information to provide at this time.

Principal Investment Strategies. Under normal market circumstances, the Fund will invest at least 80% of its net assets (including borrowings for investment purposes) in the stock of non-U.S. companies. To achieve its investment objective, the Fund will maintain approximately 25-30 companies in its portfolio and will invest in the common stocks of primarily large capitalization (“large-cap”) non-U.S. companies, in developed countries. The Fund considers large-cap companies to be those publicly traded companies with capitalizations exceeding $5 billion. For purposes of the Fund’s investment policies, the market capitalization of a company is based on its capitalization at the time the Fund purchases the company’s securities. For purposes of the Fund’s investments, “non-U.S. companies” means those securities issued by companies whose primary listing is on a non-U.S. exchange or companies that are U.S.-listed and derive a majority of their revenue from products, investment or services outside the U.S.

The Adviser selects the Fund’s investments by screening non-U.S. companies using the following eight criteria:

Required over entire holding period:

•

products or services that meet a clear economic need;

•

strong competitive advantage (barriers to entry);

•

long history of profitability and strong metrics;

•

generates high levels of cash flow;

•

available at a low price in relation to intrinsic value (the perception of value based on all factors of business, tangible and intangible);

Favored, but not required:

•

management’s history of shareholder friendliness (dividends, buybacks, earnings quality, reporting transparency, executive compensation and acquisition history);

•

strong balance sheet; and

•

strong management (directors and officers) ownership (preferably with recent purchases).

The Fund’s portfolio is built around high quality companies whose businesses have strong competitive advantages that the Adviser believes can be sustained for the long term. When a security is purchased, the Adviser frequently monitors the security for large price declines in an effort to protect from single stock risk on new investments. The Fund aims to be a low-turnover fund, and the expected holding period of a newly purchased security is a minimum of three to five years.

The Fund is classified as a non-diversified mutual fund. This means that the Fund may invest a relatively high percentage of its assets in a small number of issuers.

The Fund may invest significantly (more than 10% of net asset value) in Canada, Germany, Italy and the United Kingdom.

The Fund may also invest in mid-cap and small-cap companies. The Fund considers mid-cap companies to be those publicly traded companies with capitalizations from $3 billion to $5 billion. The Fund considers small-cap companies to be those publicly traded companies with capitalizations from $1 billion to $3 billion.

The Fund may invest a large percentage of its assets in a few sectors, including consumer discretionary (goods and services considered non-essential by consumers), financials (financial services provided to retail and commercial customers), media (music production and telecom services), materials (mining and metals, chemicals forest products), energy (services related to the production and supply of energy) and real estate (services related to real estate development and leasing).

Principal Risks. Remember that in addition to possibly not achieving your investment goals, you could lose money by investing in the Fund. The principal risks of investing in the Fund are:

•

Currency Risk. The value of the Fund’s foreign holdings as measured in U.S. dollars may be affected unfavorably by changes in foreign currency exchange rates. The Fund may also incur costs in connection with conversions between various currencies.

•

Foreign Tax Risk. Investing in foreign countries present risks that the Fund or its investments may be subject to taxes that may adversely affect the Fund’s investment performance. Such taxes may be imposed suddenly or in an unpredictable manner, or pursuant to new interpretations. Dividends payable on the foreign securities contained in the Fund’s portfolio may be subject to foreign withholding taxes, thus reducing the Fund’s income.

•

Geographic Risk. To the extent the Fund invests a substantial amount of its assets in issuers located in a single country or region, the economic, political, social, regulatory, or other developments or conditions within such country or region will generally have a greater effect on the Fund than they would on a more geographically diversified fund, which may result in greater losses and volatility. Adverse developments in certain regions could also adversely affect securities of other countries whose economies appear to be unrelated and could have a negative impact on the Fund’s performance.

•

Europe and United Kingdom Risk. The value of the Fund’s assets may be adversely affected by, among other things, the social, political, regulatory, economic and other events or conditions affecting Europe and the United Kingdom (“U.K.”). Many countries in Europe are member states of the European Union (“EU”) and will be significantly affected by the fiscal and monetary controls of the EU. Changes in regulations on trade, decreasing imports or exports, changes in the exchange rate of the euro and recessions or defaults or threats of defaults among European countries may have a significant adverse effect on the economies of other European countries. The European financial markets have experienced significant volatility, and several European countries have been adversely affected by unemployment, budget deficits and economic downturns. In addition, one or more countries may abandon the euro and/or withdraw from the EU creating continuing uncertainty in the currency and financial markets generally. In this regard, the U.K. has commenced the official withdrawal process from the EU commonly referred to as “Brexit.” The uncertainty of Brexit could have a significant impact on the business and financial results of companies in the U.K. and other European countries. For example, Brexit could cause market and currency volatility, economic uncertainty, labor disruptions, political instability and uncertainty, and regulatory uncertainty for companies operating in the U.K. but that rely on cross-border labor and trade. During this period of political, legal and commercial uncertainty, the negative impact on not only the U.K. and European economies, but also on the broader global economy, could be significant. These uncertainties could potentially result in increased market volatility and illiquidity and lower growth for companies that rely significantly on the U.K. or on Europe for their business activities and revenues.

•

Canadian Risk. Investments in Canadian issuers may subject the Fund to economic risk specific to Canada. Among other things, the Canadian economy is heavily dependent upon trading with its key partners, including the United States. Any reduction in this trading may cause an adverse impact on the economy in which the Fund invests. Past demands for sovereignty by the province of Quebec have significantly affected equity valuations and foreign currency movements in the Canadian market.

•

Management Risk. The Adviser’s investment strategies for the Fund may not result in an increase in the value of your investment or in overall performance equal to other investments.

•

Non-Diversification Risk. The Fund may invest a large percentage of its assets in securities issued by or representing a small number of issuers. As a result, the Fund’s performance may depend on the performance of a small number of issuers.

•

Value Style Risk. Undervalued stocks may not realize their perceived value for extended periods of time or may never realize their perceived value. Value stocks may respond differently

to market and other developments than other types of stocks. Value-oriented funds will typically underperform when growth investing is in favor.

•

Sector Weightings Risk. To the extent the Fund emphasizes, from time to time, investments in a particular sector, the Fund will be subject to a greater degree to the risks particular to that sector, including the sectors described below. Market conditions, interest rates, and economic, regulatory, or financial developments could significantly affect a single sector. If the Fund invests in only a few sectors, it will have more exposure to the price movements of those sectors.

Consumer Discretionary Sector Risk. Industries in the consumer discretionary sector, such as consumer durables, hotels, restaurants, media, retailing and automobiles, may be significantly impacted by the performance of the overall economy, interest rates, competition, consumer confidence and spending, and changes in demographics and consumer tastes.

Financials Sector Risk. The financials sector is subject to extensive government regulation, can be subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly affected by the availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults, and price competition.

Media Sector Risk. The media sector is subject to government regulation and can be significantly affected by intense competition and technology changes, which may make the products and services of certain companies obsolete. The wireless telecommunication services industry can be significantly affected by failures to obtain, or delays in obtaining, financing or regulatory approval, intense competitions, product incompatibility, changing consumer preferences, rapid obsolescence, significant capital expenditures, and heavy debt burdens. The media and entertainment industry can be significantly affected by technological advances and government regulation.

Materials Sector Risk. The materials sector is subject to changes in world events, political, environmental and economic conditions, energy conservation, environmental policies, commodity price volatility, changes in currency exchange rates, imposition of import and export controls, increased competition, and labor relations may adversely affect companies engaged in the production and distribution of materials. Other risks may include liabilities for environmental damage, depletion of resources, and mandated expenditures for safety and pollution control. Companies in the chemicals industry may be subject to risks associated with the production, handling and disposal of hazardous components. Metals and mining companies could be affected by supply and demand, operational costs, and liabilities for environmental damage.

Energy Sector Risk. The energy sector is subject to swift fluctuations in the price and supply of energy fuels caused by events relating to international politics, energy conservation initiatives, the success of exploration projects, the supply of, and demand for, specific energy-related products or services, and tax and other governmental regulatory policies.

Real Estate Sector Risk. The real estate sector is subject to rental income fluctuation, depreciation, property tax value changes, differences in real estate market values, overbuilding and extended vacancies, increased competition, costs of materials, operating expenses or zoning laws, costs of environmental clean-up or damages from natural disasters, cash flow fluctuations, and defaults by borrowers and tenants.

•

and international markets have experienced volatility in recent months and years due to a number of economic, political and global macro factors, including the impact of the coronavirus (COVID-19) global pandemic, which resulted in a public health crisis, business interruptions, growth concerns in the U.S. and overseas, travel restrictions, changed social behaviors, rising inflation and reduced consumer spending. While U.S. and global economies are recovering from the effects of COVID-19, the recovery is proceeding at slower than expected rates and may last for a prolonged period of time. Continuing uncertainties regarding interest rates, political events, rising government debt in the U.S. and trade tensions also contribute to market volatility. During those periods, the Fund may experience high levels of shareholder redemptions and may have to sell securities at times when the Fund would otherwise not do so, potentially at unfavorable prices. Certain securities may be difficult to value during such periods.

•

Equity Market Risk. Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in, and perceptions of, their issuers change. These investor perceptions are based on various and unpredictable factors including expectations regarding government, economic, monetary and fiscal policies; inflation and interest rates; economic expansion or contraction; and global or regional political, economic and banking crises. If the Fund holds common stocks of any given issuer, it would generally be exposed to greater risk than if it held preferred stocks and debt obligations of the issuer because common shareholders generally have inferior rights to receive payments from issuers in comparison with the rights of preferred shareholders, bondholders and other creditors of such issuers. Equity markets tend to be cyclical, with periods when prices generally rise and periods when prices generally decline. Non-U.S. equity markets tend to reflect local economic and financial conditions, and therefore, trends often vary from country to country and region to region.

•

Company Risk. The risk that the issuer’s earnings prospects and overall financial position will deteriorate, causing a decline in the security’s value over short or extended periods of time.

•

Large-Capitalization Companies Risk. Larger, more established companies may be unable to respond quickly to new competitive challenges such as changes in consumer tastes or innovative smaller competitors. Also, large-cap companies are sometimes unable to attain the high growth rates of successful, smaller companies, especially during extended periods of economic expansion. For purposes of the Fund’s investment policies, the market capitalization of a company is based on its market capitalization at the time the Fund purchases the company’s securities. Market capitalizations of companies change over time.

•

Mid-Capitalization and Small-Capitalization Companies Risk. Small-capitalization and medium-capitalization companies are often more volatile and less liquid than larger companies. Securities of these companies may be subject to greater and more abrupt price fluctuations and may be more susceptible to market pressures and business failures. Stocks of small- and medium-sized companies may underperform the stocks of larger companies as an asset class.

•

Correlation Risk. U.S. and non-U.S. markets often rise and fall at different times or by different amounts due to economic or other developments particular to a given country or region. Thus investing in both U.S.-listed securities (albeit for companies that derive a majority of their revenue from products, investment or services outside the U.S.) and non-U.S. listed securities may lower the portfolio volatility of the Fund. Sometimes, however, global events will cause the U.S. and non-U.S. markets to move in the same direction, reducing or eliminating the benefit of such diversification.

•

New Fund Risk. As a new fund, there can be no assurance that the Fund will grow to or maintain an economically viable size.

•

Volatility Risk. The value of the Fund’s assets may fluctuate significantly over a short period of time. Accordingly, investors should understand that the results of a particular period will not necessarily be indicative of results in future periods. Changes in the degree of volatility of the market from the Adviser’s expectations may produce material losses to the Fund.

•

Trading Suspensions Risk. The United States, other governments, and U.S. and non-U.S. securities exchanges retain the right to suspend or limit trading in securities. Such a suspension might render it impossible for the Adviser to liquidate certain positions promptly and, accordingly, could expose the Fund to losses.

•

Access to Information Risk. The Adviser, particularly in the context of international stocks, is not in a position to confirm the completeness, genuineness or accuracy of the information and data it considers in making investment decisions, and in some cases, complete and accurate information is not available because certain information may be considered proprietary or otherwise confidential. These difficulties make it more difficult for investments to be evaluated and for the value of securities to be accurately determined.

•

Cybersecurity Risk. Despite the various protections utilized by the Fund and its service providers, systems, networks, or devices utilized by the Fund and its service providers can be potentially breached. The Fund and its shareholders could be negatively impacted as a result of a cybersecurity breach.

•

Tax Risk. The Fund is the successor to the portfolio of the Predecessor Fund, and the Fund has taken the position that it has succeeded to the tax basis of the assets acquired from the Predecessor Fund. Accordingly, shareholders should be aware that as the Fund sells portfolio securities that were acquired from the Predecessor Fund, any unrealized gain inherent in such securities at the time the Fund acquired such securities, along with any appreciation that occurred while the Fund held such securities, may be recognized by the Fund, and any such recognized gain will be distributed to Fund shareholders and will be taxable to them for federal income tax purposes. As a result, a shareholder of the Fund may be taxed on appreciation that occurred before the shareholder purchased shares of such Fund, including appreciation that occurred prior to such Fund’s acquisition of portfolio securities from the Predecessor Fund.

Performance. The Fund is a newly registered mutual fund and does not have a full calendar year of performance as a mutual fund. The Fund succeeded to substantially all of the assets and liabilities of the Smead International Value Fund LP, a Delaware Limited Partnership (the “Predecessor Fund”), in exchange solely for Class I1 shares of the Fund on January 11, 2022 (the “Reorganization”). Smead Private Fund Advisers, LLC, an affiliate of the Adviser, was the General Partner for the Predecessor Fund since its inception on January 12, 2015. Prior performance shown below represents the historical performance of the Predecessor Fund, which offered partnership interests. Following the Reorganization, the Predecessor Fund was liquidated and dissolved.

The Predecessor Fund was managed by the same individuals who currently serve as the Fund’s portfolio managers. The Fund’s investment objectives, policies, guidelines and restrictions are materially equivalent to those of the Predecessor Fund. Prior to the Reorganization, the Predecessor Fund was an unregistered entity that did not qualify as a regulated investment company for federal income tax purposes and did not pay dividends and distributions. As a result of the different tax treatment, the Predecessor Fund is unable to show after-tax returns for periods prior to the Reorganization.

From its inception through the date of the Reorganization, the Predecessor Fund was not subject to certain investment restrictions, diversification requirements and other restrictions of the Investment Company Act of 1940 (the “1940 Act”) or Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), which if applicable, might have adversely affected the performance of the Predecessor Fund. The Predecessor Fund used a unitized net asset value (NAV) method to compute the performance on a net return-basis which is different from the Securities and Exchange Commission (the “SEC”) standard formula for calculating performance. Please refer to the Financial Statements in the SAI to review additional information about the Predecessor Fund.

The performance information demonstrates the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for the one year, five year and since inception periods compare with those of a broad measure of market performance and the returns of an additional index of securities with characteristics similar to those that the Fund typically holds. Remember, past performance is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available on the Fund’s website at https://smeadcap.com/smead-international-value-fund/ or by calling the Fund toll-free at 877-807-4122.

The Predecessor Fund did not have multiple share classes. The performance of each Fund share class presented below represents the performance of the Predecessor Fund as a whole restated to account for sales charges (if any) applicable to that share class. Once the Fund commences operations, the performance of each class of shares will differ as a result of different levels of fees and expenses applicable to each class of shares. Class I1 shares are not subject to any sales charges or distribution (12b‑1 fees). The bar charts and the best and worst performance quarters shown below do not reflect sales charges or distribution (12b‑1 fees) applicable to certain classes of Fund shares. Further, while Class I1 shares are subject to a shareholder servicing fee, some classes of Fund shares are not. Returns of different Fund share classes will differ depending on the sales charges, distribution (12b-1 fees) and/or shareholder servicing fees applicable to each class (if any). Class I1 shares fees and expenses are lower than those of Investor Class shares, Class A shares and Class C shares. As a result, the performance for the Investor Class shares, Class A shares and Class C shares would be lower than the performance shown for Class I1 shares. For the remaining two share classes – Class 12 and Class Y – because the fees and expenses for these share classes are lower than those of the Class I1 shares, the performance for the Class 12 and Class Y shares would be higher than the performance shown for Class I1.

Class I1 Shares

Calendar Year Returns as of December 31, 2021

The calendar year-to-date return for the Class I1 shares of the Fund as of December 31, 2021 was 39.18%. During the period shown in the bar chart, the best performance for a quarter was 35.38% (for the quarter ended December 31, 2020) and the worst performance was -39.02% (for the quarter ended March 31, 2020).


Average Annual Total Returns (Periods Ended December 31, 2021)
	One Year		Five Years		Since Inception⁽¹⁾
Class I1 Shares
Return Before Taxes		39.18%		13.90%		9.38%
Return After Taxes on Distributions⁽²⁾		N/A		N/A		N/A
Return After Taxes on Distributions and Sale of Fund Shares⁽²⁾		N/A		N/A		N/A
Investor Class Shares
Return Before Taxes		39.04%		13.79%		9.27%
Class A Shares
Return Before Taxes		30.74%		12.26%		8.17%
Class C Shares
Return Before Taxes		38.03%		12.94%		8.45%
Class I2 Shares
Return Before Taxes		39.25%		13.96%		9.43%
Class Y Shares
Return Before Taxes		39.38%		14.07%		9.54%
MSCI EAFE (Net) Index (reflects no deduction for fees, expenses or taxes)		11.26%		9.54%		7.17%
MSCI ACWI ex-USA (Net) Index (reflects no deduction for fees, expenses or taxes)		7.82%		9.60%		6.88%

⁽¹⁾	The since inception date is that of the Predecessor Fund, which commenced operations on January 12, 2015.

⁽²⁾

Prior to the Reorganization, the Predecessor Fund was an unregistered entity that did not qualify as a regulated investment company for federal income tax purposes and did not pay dividends and distributions. As a result of the different tax treatment, the Predecessor Fund is unable to show after-tax returns for periods prior to the Reorganization.

Management

Investment Adviser. Smead Capital Management, Inc. is the Fund’s investment adviser.

Portfolio Managers. Cole W. Smead, CFA^®, President of the Adviser, is the lead portfolio manager of the Fund since its inception on January 12, 2022. William W. Smead, Chief Investment Officer of the Adviser, is the co-portfolio manager of the Fund since its inception on January 12, 2022.

Purchase and Sale of Fund Shares. You may purchase or redeem shares on any business day by mail (Smead Funds, c/o UMB Fund Services, Inc., P.O. Box 2175, Milwaukee, Wisconsin 53201-2175 (for regular mail) or Smead Funds, c/o UMB Fund Services, Inc., 235 West Galena Street, Milwaukee, Wisconsin 53212 (for overnight or express mail), or by telephone at 877-807-4122 or by wire. Investors

who wish to purchase or redeem Fund shares through a financial intermediary should contact the financial intermediary directly. Minimum initial and subsequent investment amounts are shown below.


Minimum Initial Investment
Investor Class shares	$3,000	*
Class A shares	$3,000
Class C shares	$25,000
Class I1 shares	$1,000,000	*
Class I2 shares	$1,000,000	*
Class Y shares	$10,000,000	*

Subsequent Investments
Investor Class shares	$100
Class A shares	$100
Class C shares	$100
Class I1 shares	$100
Class I2 shares	$100
Class Y shares	$100

*	Different minimums apply to shareholders who purchase these share classes directly from the Fund’s transfer agent (i.e., non-National Securities Clearing Corporation (NSCC) purchases).

Tax Information. The Fund’s distributions will be taxed as ordinary income or long-term capital gain, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an IRA. You may be taxed later upon withdrawal of monies from such tax-deferred or other tax-advantaged arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries. If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create conflicts of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

Fund Summary – Smead Value Fund

Investment Objective. The investment objective of the Smead Value Fund (the “Fund”) is long-term capital appreciation.


Shareholder Fees (fees paid directly from your investment)	Investor Class shares		Class A shares		Class C shares		Class I1 shares		Class R1 shares		Class R2 shares		Class Y shares
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		None		5.75%		None		None		None		None		None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price)⁽¹⁾		None		1.00%		1.00%		None		None		None		None


Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)	Investor Class shares		Class A shares		Class C shares		Class I1 shares		Class R1 shares		Class R2 shares		Class Y shares
Management Fees		0.75%		0.75%		0.75%		0.75%		0.75%		0.75%		0.75%
Rule 12b-1 Fees		0.25%		0.25%		0.75%		None		0.50%		0.50%		None
Shareholder Servicing Fee		0.17%		0.17%		0.25%		0.15%		0.25%		0.10%		None
Other Expenses		0.09%		0.09%		0.09%		0.09%		0.09%		0.09%		0.09%
Total Annual Fund Operating Expenses		1.26%		1.26%		1.84%		0.99%		1.59%		1.44%		0.84%

⁽¹⁾	A 1.00% deferred sales charge, also known as a contingent deferred sales charge (CDSC), applies to Class A purchases of $1,000,000 or more that are redeemed within 18 months of purchase. A CDSC of 1.00% also applies on redemptions of Class C shares within 12 months of purchase.

Example


	One Year	Three Years	Five Years	Ten Years
Investor Class shares
(if you redeem your shares)	$128	$400	$692	$1,523
(if you did not redeem your shares)	$128	$400	$692	$1,523


	One Year	Three Years	Five Years	Ten Years
Class A shares
(if you redeem your shares)	$696	$952	$1,227	$2,010
(if you did not redeem your shares)	$696	$952	$1,227	$2,010
Class C shares
(if you redeem your shares)	$187	$579	$995	$2,159
(if you did not redeem your shares)	$187	$579	$995	$2,159
Class I1 shares
(if you redeem your shares)	$101	$315	$547	$1,213
(if you did not redeem your shares)	$101	$315	$547	$1,213
Class R1 shares
(if you redeem your shares)	$162	$502	$866	$1,889
(if you did not redeem your shares)	$162	$502	$866	$1,889
Class R2 shares
(if you redeem your shares)	$147	$456	$787	$1,724
(if you did not redeem your shares)	$147	$456	$787	$1,724
Class Y shares
(if you redeem your shares)	$86	$268	$466	$1,037
(if you did not redeem your shares)	$86	$268	$466	$1,037

Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Total Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 17.40% of the average value of its portfolio.

Principal Investment Strategies. To achieve its investment objective, the Fund will maintain approximately 25-30 companies in its portfolio and will invest in the common stocks of large capitalization (“large-cap”) U.S. companies. The Fund considers large-cap companies to be those publicly traded U.S. companies with capitalizations exceeding $5 billion. For purposes of the Fund’s investment policies, the market capitalization of a company is based on its capitalization at the time the Fund purchases the company’s securities.

The Adviser selects the Fund’s investments by screening large-cap U.S. companies using the following eight criteria:

Required over entire holding period:

•

products or services that meet a clear economic need;

•

strong competitive advantage (barriers to entry);

•

long history of profitability and strong metrics;

•

generates high levels of cash flow;

•

available at a low price in relation to intrinsic value (the perception of value based on all factors of business, tangible and intangible);

Favored, but not required:

•

management’s history of shareholder friendliness (dividends, buybacks, earnings quality, reporting transparency, executive compensation and acquisition history);

•

strong balance sheet; and

•

strong management (directors and officers) ownership (preferably with recent purchases).

The Fund is classified as a non-diversified mutual fund. This means that the Fund may invest a relatively high percentage of its assets in a small number of issuers.

The Fund may invest a large percentage of its assets in a few sectors, including consumer discretionary (goods and services considered non-essential by consumers), energy (services related to the production and supply of energy), financials (financial services provided to retail and commercial customers), health care (medical services, goods and equipment), real estate (services related to real estate development and operation) and telecommunication services (telecom services, goods and equipment).

Principal Risks. Remember that in addition to possibly not achieving your investment goals, you could lose money by investing in the Fund. The principal risks of investing in the Fund are:

•

Management Risk. The Adviser’s investment strategies for the Fund may not result in an increase in the value of your investment or in overall performance equal to other investments.

•

General Market Risk; Recent Market Events. The Fund’s investments are subject to market risk, which may cause the value of the Fund’s investments to decline. If the value of the Fund’s investments goes down, the share price of the Fund will go down, and you may lose money. U.S. and international markets have experienced volatility in recent months and years due to a number of economic, political and global macro factors, including the impact of the coronavirus (COVID-19) global pandemic, which resulted in a public health crisis, business interruptions, growth concerns in the U.S. and overseas, travel restrictions, changed social behaviors, rising inflation and reduced consumer spending. While U.S. and global economies are recovering from the effects of COVID-19, the recovery is proceeding at slower than expected rates and may last for a prolonged period of time. Continuing uncertainties regarding interest rates, political events, rising government debt in the U.S. and trade tensions also contribute to market volatility. During those periods, the Fund may experience high levels of shareholder redemptions and may have to sell securities at times when the Fund would otherwise not do so, potentially at unfavorable prices. Certain securities may be difficult to value during such periods.

•

generally decline. Non-U.S. equity markets tend to reflect local economic and financial conditions, and therefore, trends often vary from country to country and region to region.

•

Company Risk. The risk that the issuer’s earnings prospects and overall financial position will deteriorate, causing a decline in the security’s value over short or extended periods of time.

•

Value Style Risk. Undervalued stocks may not realize their perceived value for extended periods of time or may never realize their perceived value. Value stocks may respond differently to market and other developments than other types of stocks. Value-oriented funds will typically underperform when growth investing is in favor.

•

Health Care Sector Risk. Health care companies are strongly affected by worldwide scientific or technological developments. Their products may rapidly become obsolete. Many health care companies are also subject to significant government regulation and may be affected by changes in government policies.

Telecommunication Services Sector Risk. The telecommunication services sector is subject to government regulation and can be significantly affected by intense competition and technology changes, which may make the products and services of certain companies obsolete. The wireless telecommunication services industry can be significantly affected by failures to obtain, or delays in obtaining, financing or regulatory approval, intense competitions, product incompatibility, changing consumer preferences, rapid

obsolescence, significant capital expenditures, and heavy debt burdens. The media and entertainment industry can be significantly affected by technological advances and government regulation.

•

Performance. The Fund previously operated as a series of Trust for Professional Managers (the “Predecessor Fund”). Before the Fund commenced operations, all of the assets and liabilities of the Predecessor Fund were transferred to the Fund in a reorganization (the “Reorganization”) on November 21, 2014. Accordingly, the performance shown in the bar chart and the performance tables for the periods prior to November 21, 2014 represent the performance of the Predecessor Fund. The Fund assumed the performance and accounting history of the Predecessor Fund prior to the date of the Reorganization.

The performance information demonstrates the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for the one year, five year, ten year and since inception periods compare with those of a broad measure of market performance and the returns of an additional index of securities with characteristics similar to those that the Fund typically holds. Remember, past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available on the Fund’s website at https://smeadcap.com/smead-value-fund/ or by calling the Fund toll-free at 877‑807‑4122.

The annual returns shown in the bar chart are for Investor Class shares. The other classes of shares, net of any applicable sales charges, would have substantially similar annual returns to those of Investor Class shares because all of the classes of shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different sales charges, distribution fees and/or service fees and expenses.

Investor Class Shares

Calendar Year Returns as of December 31

The calendar year-to-date return for the Investor Class shares of the Fund as of December 31, 2021 was 42.50%. During the period shown in the bar chart, the best performance for a quarter was 21.86% (for the quarter ended June 30, 2020) and the worst performance was -32.02% (for the quarter ended March 31, 2020).


Average Annual Total Returns (Periods Ended December 31, 2021)
	One Year		Five Years		Ten Years		Since Inception
Investor Class Shares
Return Before Taxes		42.50%		16.84%		16.47%		10.54%
Return After Taxes on Distributions		41.20%		15.72%		15.49%		9.85%
Return After Taxes on Distributions and Sale of Fund Shares		26.05%		13.35%		13.71%		8.71%
Class A Shares
Return Before Taxes		34.31%		15.49%		15.73%		9.96%
Class C Shares
Return Before Taxes		41.75%		16.70%		16.40%		10.49%
Class I1 Shares
Return Before Taxes		42.89%		17.15%		16.77%		10.78%
Class R1 Shares
Return Before Taxes		42.29%		16.55%		16.19%		10.27%
Class R2 Shares
Return Before Taxes		42.34%		17.36%		16.62%		10.57%
Class Y Shares
Return Before Taxes		43.03%		17.30%		16.83%		10.78%
S&P 500 Index (reflects no deduction for fees, expenses or taxes)		28.71%		18.47%		16.55%		11.04%
Russell 1000 Value Index (reflects no deduction for fees, expenses or taxes)		25.16%		11.16%		12.97%		8.08%

Investor Class shares of the Fund commenced operations on January 2, 2008. Class I1 shares of the Fund commenced operations on December 18, 2009. Performance shown for Class I1 shares prior to its inception (Since Inception) reflects the performance of Investor Class shares, adjusted to reflect Class I1 expenses. Class A shares of the Fund commenced operations on January 27, 2014. Performance shown for Class A shares prior to its inception (Ten Years and Since Inception) reflects the performance of Investor Class shares, adjusted to reflect Class A expenses. Class C shares commenced operations on April 16, 2020. Performance shown for Class C shares prior to its inception (One Year, Five Years, Ten Years and Since Inception) reflects the performance of Investor Class shares, adjusted to reflect Class C expenses. Class R1 shares, Class R2 shares and Class Y shares each commenced operations on November 25, 2014. Performance shown for Class R1 shares, Class R2 shares and Class Y shares prior to inception of each such share class (Ten Years and Since Inception) reflects the performance of Investor Class shares, adjusted to reflect the expenses of Class R1 shares, Class R2 shares and Class Y shares, respectively.

After-tax returns are shown for Investor Class shares only and will vary for the other shares classes. After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts (“IRA”).

In certain instances, the Return After Taxes on Distributions and Sale of Fund Shares may be higher than other return figures because the sale of Fund shares gives rise to an assumed tax benefit that increases the after-tax return.

Management

Investment Adviser. Smead Capital Management, Inc. is the Fund’s investment adviser.

Portfolio Managers. William W. Smead, Chief Investment Officer of the Adviser, is the lead portfolio manager of the Fund and has managed or co-managed the Fund since it commenced operations in January 2008. Cole W. Smead, CFA^®, President of the Adviser, has co-managed the Fund since August 2014.

Purchase and Sale of Fund Shares. You may purchase or redeem shares by mail (Smead Funds, c/o UMB Fund Services, Inc., P.O. Box 2175, Milwaukee, Wisconsin 53201-2175 (for regular mail) or Smead Funds, c/o UMB Fund Services, Inc., 235 West Galena Street, Milwaukee, Wisconsin 53212 (for overnight or express mail), or by telephone at 877-807-4122 or by wire. Investors who wish to purchase or redeem Fund shares through a financial intermediary should contact the financial intermediary directly. Minimum initial and subsequent investment amounts are shown below.



Minimum Initial Investment
Investor Class shares	$3,000	*
Class A shares	$3,000
Class C shares	$25,000
Class I1 shares	$1,000,000	*
Class R1 shares	$25,000
Class R2 shares	$25,000
Class Y shares	$10,000,000	*

Subsequent Investments
Investor Class shares	$100
Class A shares	$100
Class C shares	$100
Class I1 shares	$100
Class R1 shares	$100
Class R2 shares	$100
Class Y shares	$100

*	Different minimums apply to shareholders who purchase these share classes directly from the Fund’s transfer agent (i.e., non-National Securities Clearing Corporation (NSCC) purchases).

Investment Strategies, Related Risks and Disclosure of Portfolio Holdings

Investment Objective for the Funds

Each Fund’s investment objective is long-term capital appreciation.

Principal Investment Strategies – International Value Fund

Principal Investment Strategies. Under normal market circumstances, the Fund will invest at least 80% of its net assets (including borrowings for investment purposes) in the stock of non-U.S. companies. To achieve its investment objective, the Fund will maintain approximately 25-30 companies in its portfolio and will invest in common stocks of primarily large capitalization (“large-cap”) non-U.S. companies, including developed countries. The Fund considers large-cap companies to be those publicly traded U.S. companies with capitalizations exceeding $5 billion. For purposes of the Fund’s investment policies, the market capitalization of a company is based on its capitalization at the time the Fund purchases the company’s securities. For purposes of the Fund’s investments, “non-U.S. companies” means those securities issued by companies whose primary listing is on a non-U.S. exchange or companies that are U.S.-listed and derive a majority of their revenue from products, investment or services outside the U.S.

The Adviser selects the Fund’s investments by screening non-U.S. companies using the following eight criteria:

Required over entire holding period:

•

products or services that meet a clear economic need;

•

strong competitive advantage (barriers to entry);

•

long history of profitability and strong metrics;

•

generates high levels of cash flow;

•

available at a low price in relation to intrinsic value (the perception of value based on all factors of business, tangible and intangible);

Favored, but not required:

•

management’s history of shareholder friendliness (dividends, buybacks, earnings quality, reporting transparency, executive compensation and acquisition history);

•

strong balance sheet; and

•

strong management (directors and officers) ownership (preferably with recent purchases).

Taking into consideration the eight criteria above, the Adviser intends to buy high quality companies. The Adviser defines high quality companies as having a strong balance sheet, high and consistent free cash flow and strong operating metrics. Because the Adviser purchases securities for their long-term prospects, the Adviser generally avoids companies that are cyclical or highly capital intensive in nature.

The Fund aims to be a low-turnover fund, and the expected holding period of a newly purchased security is a minimum of three to five years.

The Fund is classified as a non-diversified mutual fund. This means that the Fund may invest a relatively high percentage of its assets in a small number of issuers.

The Fund may invest significantly (more than 10% of net asset value) in Canada, Germany, Italy and the United Kingdom.

The Fund may also invest in mid-cap and small-cap companies.

The Fund may invest a large percentage of its assets in a few sectors, including consumer discretionary, financials, media, materials, energy and real estate. The consumer discretionary sector consists of goods and services that are considered non-essential by consumers, but desirable if their available income is sufficient to purchase them, such as consumer durables, hotels, restaurants, media, retailing and automobiles. The financials sector consists of firms, such as banks, investment funds, insurance companies and real estate, that provide financial services to commercial and retail customers. The media sector consists of companies that transmit data in words, voice, audio, or video across the globe, including telecom equipment, telecom services and wireless communication as well as the production of television, movies and music. The materials sector consists of companies that manufacture metals, forest products and construction materials. The energy sector consists of companies involved in the production and sale of energy including companies involved in the exploration and development of oil or gas reserves, oil and gas drilling, and refining. The real estate sector consists of companies engaged in real estate development and operation, such as real estate agents, brokers, leasors and appraisers and equity real estate investment trusts that invest primarily in commercial properties (e.g., office buildings, retail centers, apartment buildings).

Temporary Strategies; Cash or Similar Investments. For temporary defensive purposes, the Adviser may from time to time invest up to 100% of the Fund’s total assets in high-quality, short-term debt securities and money market instruments in order to meet redemption requests or as a defensive measure in response to adverse market, economic, political or other conditions. These short-term debt securities and money market instruments include shares of other mutual funds, commercial paper, certificates of deposit, bankers’ acceptances, U.S. Government securities and repurchase agreements. Taking a temporary defensive position may be inconsistent with the Fund’s principal investment strategies or may result in the Fund not achieving its investment objective. Furthermore, to the extent that the Fund invests in money market mutual funds for its cash position, there will be some duplication of expenses because the Fund would bear its pro rata portion of such money market funds’ management fees and operational expenses.

Change in Investment Objective and Strategies. The investment objective, strategies and policies described above may be changed without the approval of the Fund’s shareholders upon 60 days’ written notice to shareholders.

Principal Investment Strategies – Value Fund

Principal Investment Strategies. To achieve its investment objective, the Fund will maintain approximately 25-30 companies in its portfolio and will invest in common stocks of large-cap U.S. companies. The Fund considers large-cap companies to be those publicly traded U.S. companies with capitalizations exceeding $5 billion. For purposes of the Fund’s investment policies, the market capitalization of a company is based on its capitalization at the time the Fund purchases the company’s securities.

The Adviser selects the Fund’s investments by screening large-cap U.S. companies using the following eight criteria:

Required over entire holding period:

•

products or services that meet a clear economic need;

•

strong competitive advantage (barriers to entry);

•

long history of profitability and strong metrics;

•

generates high levels of cash flow;

•

available at a low price in relation to intrinsic value (the perception of value based on all factors of business, tangible and intangible);

Favored, but not required:

•

management’s history of shareholder friendliness (dividends, buybacks, earnings quality, reporting transparency, executive compensation and acquisition history);

•

strong balance sheet; and

•

strong management (directors and officers) ownership (preferably with recent purchases).

The Adviser’s sell discipline is time-oriented wherein the Adviser will give companies three to five years to demonstrate the fundamentals discussed above. The Adviser will sell a company if there is a large decline in price or a deterioration in the fundamentals of the underlying company. The Fund aims to be a low-turnover fund, and the expected holding period of a newly purchased security is a minimum of three to five years.

The Fund is classified as a non-diversified mutual fund. This means that the Fund may invest a relatively high percentage of its assets in a small number of issuers.

The Fund may invest a large percentage of its assets in a few sectors, including consumer discretionary, energy, financials, health care, real estate and telecommunication services. The consumer discretionary sector consists of goods and services that are considered non-essential by consumers, but desirable if their available income is sufficient to purchase them, such as consumer durables, hotels, restaurants, media, retailing and automobiles. The energy sector consists of companies involved production and sale of energy including companies involved in the exploration and development of oil or gas reserves, oil and gas drilling, and refining. The financials sector consists of firms, such as banks, investment funds, insurance companies and real estate, that provide financial services to commercial and retail customers. The health care sector consists of companies that provide medical services, manufacture medical equipment or drugs, provide medical insurance or otherwise facilitate the provision of health care to patients. The real estate sector consists of companies engaged in real estate development and operation, such as real estate agents, brokers and appraisers and equity real estate investment trusts that invest primarily in commercial properties (e.g., office buildings, retail centers, apartment buildings). The telecommunication services sector consists of companies that transmit data in words, voice, audio, or video across the globe, including telecom equipment, telecom services and wireless communication.

Temporary Strategies; Cash or Similar Investments. For temporary defensive purposes, the Adviser may from time to time invest up to 100% of the Fund’s total assets in high-quality, short-term debt

securities and money market instruments in order to meet redemption requests or as a defensive measure in response to adverse market, economic, political or other conditions. These short-term debt securities and money market instruments include shares of other mutual funds, commercial paper, certificates of deposit, bankers’ acceptances, U.S. Government securities and repurchase agreements. Taking a temporary defensive position may be inconsistent with the Fund’s principal investment strategies or may result in the Fund not achieving its investment objective. Furthermore, to the extent that the Fund invests in money market mutual funds for its cash position, there will be some duplication of expenses because the Fund would bear its pro rata portion of such money market funds’ management fees and operational expenses.

Principal Risks for the Funds

Before investing in a Fund, you should carefully consider your own investment goals, the amount of time you are willing to leave your money invested and the amount of risk you are willing to take. Remember, in addition to possibly not achieving your investment goals, you could lose money by investing in a Fund. The principal risks of investing in a Fund are set forth below.

Principal Risks for International Value Fund only:

Foreign Securities Risk. Investments in securities of foreign companies involve additional risks, including less liquidity, currency-rate fluctuations, political and economic instability, differences in financial reporting standards, settlement delays and securities market regulation, and the imposition of foreign withholding taxes. Geopolitical events may cause market disruptions. For example, the UK withdrew from the EU on January 31, 2020, following a June 2016 referendum referred to as “Brexit.” Although the UK and EU have made a trade agreement that was entered into force on May 1, 2021, certain post-EU arrangements were outside the scope of the negotiating mandate and remain unresolved and subject to further negotiation and agreement. There is significant market uncertainty regarding Brexit’s longer term ramifications, and the range of possible political, regulatory, economic and market outcomes are difficult to predict. The uncertainty surrounding the UK’s economy, and its legal, political, and economic relationship with the remaining member states of the EU, may continue to be a source of instability and cause considerable disruption in securities markets, including increased volatility and illiquidity, as well as currency fluctuations in the British pound’s exchange rate against the U.S. dollar.

Mid-Capitalization and Small-Capitalization Companies Risk. The Fund’s investments in mid- capitalization companies, or in small-capitalization companies that the Adviser expects could become well-capitalized in the coming decades, involve greater risk and portfolio price volatility than investments in larger capitalization stocks. Among the reasons for greater price volatility of these investments are the

less certain growth prospects of mid-sized or small firms and the lower degree of liquidity in the markets for such securities. Mid-capitalization or small-capitalization companies may be thinly traded and may have to be sold at a discount from current market prices or in small lots over an extended period of time. In addition, these securities are subject to the risk that during certain periods the liquidity of particular issuers or industries, or all securities in particular investment categories, will shrink or disappear suddenly and without warning as a result of adverse economic or market conditions, or adverse investor perceptions whether or not accurate. In connection with the lack of market liquidity, the Fund may incur losses if required to effect sales at a disadvantageous time and only then at a substantial drop in price. Mid-capitalization or small-capitalization companies include “unseasoned” issues that do not have an established financial history; often have limited product lines, markets or financial resources; may depend on or use a few key personnel for management; and may be susceptible to losses and risks of bankruptcy. Mid-capitalization or small-capitalization companies may be operating at a loss or have significant variations in operating results; may be engaged in a rapidly changing business with products subject to a substantial risk of obsolescence; may require substantial additional capital to support their operations, to finance expansion or to maintain their competitive position; and may have substantial borrowings or may otherwise have a weak financial condition. In addition, these companies may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing, and other capabilities, and a larger number of qualified and managerial personnel. Transaction costs for these investments are often higher than those of large capitalization companies. Investments in mid-capitalization or small-capitalization companies may be more difficult to price precisely than other types of securities because of their characteristics and lower trading volumes.

New Fund Risk. As a new fund, there can be no assurance that the Fund will grow to or maintain an economically viable size.

Accordingly, shareholders should be aware that as the Fund sells portfolio securities that were acquired from the Predecessor Fund, any unrealized gain inherent in such securities at the time the Fund acquired such securities, along with any appreciation that occurred while the Fund held such securities, may be recognized by the Fund, and any such recognized gain will be distributed to Fund shareholders and will be taxable to them for federal income tax purposes. As a result, a shareholder of the Fund may be taxed on appreciation that occurred before the shareholder purchased shares of such Fund, including appreciation that occurred prior to such Fund’s acquisition of portfolio securities from the Predecessor Fund.

Principal Risks for the International Value Fund and Value Fund:

General Market Risk; Recent Market Events. The investments we make for clients are subject to market risk, which may cause the value of an investment to decline if the value of an individual company or multiple companies declines. U.S. and international markets have experienced volatility in recent months and years due to a number of economic, political and global macro factors, including the impact of the coronavirus (COVID‑19) global pandemic, which has resulted in a public health crisis, business interruptions, growth concerns in the U.S. and overseas, travel restrictions, changed social behaviors, rising inflation and reduced consumer spending. While several countries, including the U.S., have begun to lift public health restrictions in efforts to reopen their respective economies, the outbreak of new variants has led to the renewal of health mandates by local governments and businesses, event cancellations and additional travel restrictions, supply chain shortages, cessation of return-to-office plans and an overall economic slowdown. While U.S. and global economies are recovering from the effects of COVID-19, the recovery is proceeding at slower than expected rates and may last for a prolonged period of time. In addition, the impact and spread of infectious diseases in developing or emerging market countries may cause relatively greater strain on those countries’ healthcare systems than those in developed countries. Uncertainties regarding interest rates, political events, rising government debt in the U.S. and trade tensions have also contributed to market volatility. Global economies and financial markets are increasingly interconnected, which increases the possibility that conditions in one country or region might adversely impact issuers in a different country or region. Continuing market volatility as a result of recent market conditions or other events may have adverse effects on your account.

Large-Capitalization Company Risk. Larger, more established companies may be unable to respond quickly to new competitive challenges such as changes in consumer tastes or innovative smaller competitors. Also, large-cap companies are sometimes unable to attain the high growth rates of successful, smaller companies, especially during extended periods of economic expansion. Market capitalizations of companies change over time. A Fund is not obligated to sell a company’s security simply because, subsequent to its purchase, the company’s market capitalization has changed to be outside the capitalization range for the Fund.

Non-Diversification Risk. Each Fund is classified as “non-diversified.” This means that a Fund may invest a greater percentage of its assets in the securities of fewer issuers than a “diversified” fund, and accordingly may be more vulnerable to changes in the value of those issuers’ securities. Because a Fund invests in the securities of a limited number of issuers it is particularly exposed to adverse developments affecting those issuers, and a decline in the market value of a particular security held by a Fund is likely to affect the Fund’s performance more than if the Fund invested in the securities of a larger number of issuers.

Management Risk. The ability of a Fund to meet its investment objective is directly related to the Adviser’s investment strategies for a Fund. The value of your investment in a Fund may vary with the effectiveness of the Adviser’s research, analysis and asset allocation among portfolio securities. If the Adviser’s investment strategies do not produce the expected results, your investment could be diminished or even lost.

Company Risk. The risk that the issuer’s earnings prospects and overall financial position will deteriorate, causing a decline in the security’s value over short or extended periods of time.

Equity Market Risk. Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in, and perceptions of, their issuers change. These investor perceptions are based on various and unpredictable factors including expectations regarding government, economic, monetary and fiscal policies; inflation and interest rates; economic expansion or contraction; and global or regional political, economic and banking crises. If a Fund holds common stocks of any given issuer, it would generally be exposed to greater risk than if it held preferred stocks and debt obligations of the issuer because common shareholders generally have inferior rights to receive payments from issuers in comparison with the rights of preferred shareholders, bondholders and other creditors of such issuers. Equity markets tend to be cyclical, with periods when prices generally rise and periods when prices generally decline. Non-U.S. equity markets tend to reflect local economic and financial conditions, and therefore, trends often vary from country to country and region to region.

Value Style Risk. Certain equity securities (generally referred to as value securities) are purchased primarily because they are selling at prices below what the Adviser believes to be their fundamental value and not necessarily because the issuing companies are expected to experience significant earnings growth. Each Fund bears the risk that the companies that issued these securities may not overcome the adverse business developments or other factors causing their securities to be perceived by the Adviser to be underpriced or that the market may never come to recognize their fundamental value. A value stock may not increase in price, as anticipated by the Adviser investing in such securities, if other investors fail to recognize the company’s value or invest in markets favoring faster growing companies. Each Fund’s strategy of investing in value stocks also carries the risk that in certain markets, value stocks will underperform growth stocks.

Sector Weightings Risk. To the extent a Fund emphasizes, from time to time, investments in a particular sector, the Fund will be subject to a greater degree to the risks particular to that sector, including the sectors described below. Market conditions, interest rates, and economic, regulatory, or financial developments could significantly affect all the securities in a single sector. If a Fund invests in a few sectors, it may have increased exposure to the price movements of those sectors.

Consumer Discretionary Sector Risk. (applicable to both Funds) Industries in the consumer discretionary sector, such as consumer durables, hotels, restaurants, media, retailing and automobiles, may be significantly impacted by the performance of the overall economy, interest rates, competition, consumer confidence and spending, and changes in demographics and consumer tastes.

Energy Sector Risk. (applicable to both Funds) The energy sector is subject to swift fluctuations in the price and supply of energy fuels caused by events relating to international politics, energy conservation initiatives, the success of exploration projects, the supply of, and demand for, specific energy-related products or services, and tax and other governmental regulatory policies.

Financials Sector Risk. (applicable to both Funds) The financials sector is subject to extensive government regulation, can be subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly affected by the availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults, and price competition.

Health Care Sector Risk. (applicable to Value Fund) Health care companies are strongly affected by worldwide scientific or technological developments. Their products may rapidly become obsolete. Many health care companies are also subject to significant government regulation and may be affected by changes in government policies.

Materials Sector Risk. (applicable to International Value Fund) The materials sector is subject to changes in world events, political, environmental and economic conditions, energy conservation, environmental policies, commodity price volatility, changes in currency exchange rates, imposition of import and export controls, increased competition, and labor relations may adversely affect companies engaged in the production and distribution of materials. Other risks may include liabilities for environmental damage, depletion of resources, and mandated expenditures for safety and pollution control. Companies in the chemicals industry may be subject to risks associated with the production, handling and disposal of hazardous components. Metals and mining companies could be affected by supply and demand, operational costs, and liabilities for environmental damage.

Media Sector Risk. (applicable to International Value Fund) The media sector is subject to government regulation and can be significantly affected by intense competition and technology changes, which may make the products and services of certain companies obsolete. The wireless telecommunication services industry can be significantly affected by failures to obtain, or delays in obtaining, financing or regulatory approval, intense competitions, product incompatibility, changing consumer preferences, rapid obsolescence, significant capital expenditures, and heavy debt burdens. The media and entertainment industry can be significantly affected by technological advances and government regulation.

Real Estate Sector Risk. (applicable to both Funds) The real estate sector is subject to rental income fluctuation, depreciation, property tax value changes, differences in real estate market values, overbuilding and extended vacancies, increased competition, costs of materials, operating expenses or zoning laws, costs of environmental clean-up or damages from natural disasters, cash flow fluctuations, and defaults by borrowers and tenants.

Telecommunication Services Sector Risk. (applicable to Value Fund) The telecommunication services sector is subject to government regulation and can be significantly affected by intense competition and technology changes, which may make the products and services of certain companies obsolete. The wireless telecommunication services industry can be significantly affected by failures to obtain, or delays in obtaining, financing or regulatory approval, intense competitions, product incompatibility, changing consumer preferences, rapid obsolescence, significant capital expenditures, and heavy debt burdens. The media and entertainment industry can be significantly affected by technological advances and government regulation.

Cybersecurity Risk. With the increased use of technologies such as the Internet to conduct business, a Fund is susceptible to operational, information security, and related risks. Cyber incidents affecting a Fund or its service providers have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with a Fund’s ability to calculate its NAV, impediments to trading, the inability of shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future.

Portfolio Holdings Information

A description of the Funds’ policies and procedures with respect to the disclosure of a Fund’s portfolio holdings is available in the Funds’ Statement of Additional Information (“SAI”). Disclosure of a Fund’s holdings is required to be made quarterly within 60 days of the end of each fiscal quarter in the annual and semi-annual reports to Fund shareholders. Each Fund also files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The annual and semi-annual reports to Fund shareholders are available free of charge by contacting Smead Funds, c/o UMB Fund Services, Inc., P.O. Box 2175, Milwaukee, Wisconsin 53201-2175, by calling 877‑807‑4122, or on the Funds’ website at https://smeadcap.com/smead-funds/. The Form N-PORT is available on the SEC’s website at www.sec.gov.

Management of the Funds

The Adviser

Advisory Agreement. Each Fund has entered into an Investment Advisory Agreement (the “Advisory Agreement”) with the Adviser, Smead Capital Management, Inc., located at 2777 East Camelback Road, Suite 375, Phoenix, Arizona 85016, under which the Adviser manages the Funds’ investments subject to the supervision of the Board of Trustees. The Adviser has been providing investment advisory services to separate accounts and mutual funds since the firm was established in July of 2007. As of December 31, 2021, the Adviser managed approximately $3.9 billion in assets, including assets other than the Funds. Under the Advisory Agreement, each Fund compensates the Adviser for its investment advisory services at the annual rate of 0.75% of each Fund’s average daily net assets, payable on a monthly basis in arrears.

For the fiscal year ended November 30, 2021, the Adviser received 0.75% of the Value Fund’s average daily net assets in advisory fees, net of previously waived expenses recouped by the Adviser. Because the International Value Fund commenced operations on January 12, 2022, the Adviser did not receive any advisory fee from the International Value Fund for the fiscal year ended November 30, 2021.

Subject to the general supervision of the Board of Trustees, the Adviser is responsible for managing each Fund in accordance with its investment objective and policies, making decisions with respect to, and also orders for, all purchases and sales of a Fund’s portfolio securities. The Adviser also maintains related records for each Fund.

Fund Expenses. Each Fund is responsible for its own operating expenses. Pursuant to an operating expense limitation agreement between the Adviser and each Fund, the Adviser has agreed to waive its management fees and/or reimburse expenses to ensure that a Fund’s total annual fund operating expenses (excluding any Rule 12b-1 fees, Shareholder Servicing fees, taxes, expenses of leverage, interest, brokerage commissions, dividends and interest on short positions, acquired fund fees and expenses and extraordinary expenses such as litigation) do not exceed a percentage of a Fund’s average net assets of the applicable share class as set forth below through March 31, 2023, subject thereafter to annual renewal of the agreement by the Board of Trustees.


Fund	Share Class	Operating Expense Limit
International Value Fund	Investor Class shares	1.25% of the average net assets
International Value Fund	Class A shares	1.42% of the average net assets
International Value Fund	Class C shares	2.00% of the average net assets
International Value Fund	Class I1 shares	1.15% of the average net assets
International Value Fund	Class I2 shares	1.10% of the average net assets
International Value Fund	Class Y shares	1.00% of the average net assets
Value Fund	Investor Class shares	1.26% of the average net assets
Value Fund	Class A shares	1.26% of the average net assets
Value Fund	Class C shares	1.84% of the average net assets
Value Fund	Class I1 shares	0.99% of the average net assets
Value Fund	Class R1 shares	1.59% of the average net assets
Value Fund	Class R2 shares	1.44% of the average net assets
Value Fund	Class Y shares	0.84% of the average net assets

The Adviser is permitted to be reimbursed for management fee waivers and/or expense payments made in the three calendar years from the date fees were waived or expenses were reimbursed. A Fund may make such repayments to the Adviser if such repayment does not cause such Fund’s total expense ratio (taking into account the reimbursement) to exceed the expense cap at the time such amounts were waived or a Fund’s then current expense cap. Any such reimbursement will be reviewed by the Board of Trustees. Each Fund must pay its current ordinary operating expenses before the Adviser is entitled to any reimbursement of management fees and/or expenses. This operating expense limitation agreement will terminate on March 31, 2023 for each respective Fund, and may only be terminated earlier than such date by, or with the consent of, the Board of Trustees.

A discussion regarding the basis of the approval by the Board of Trustees of the Advisory Agreement is available in the Value Fund’s annual report to shareholders for the fiscal year ended November 30, 2021 and will be included in the International Value Fund’s semi-annual report for the fiscal period ended May 31, 2022.

Portfolio Managers

William W. Smead has served as the lead Portfolio Manager for the Value Fund since its inception in January 2008 and is primarily responsible for the day-to-day management of the Value Fund’s portfolio. Mr. Smead has served as the Co-Portfolio Manager for the International Value Fund since its inception on January 12, 2022 and is jointly responsible for the day-to-day management of the International Value Fund’s portfolio. Mr. Smead founded the Adviser in July 2007, and currently serves as Chief Investment Officer of the firm. Prior to founding the Adviser, Mr. Smead served as Portfolio Manager and Director of Investments for Smead Investment Group of Wachovia Securities from September 2001 through June 2007. Prior to that, Mr. Smead served as a financial advisor and portfolio manager with Smith Barney from February 1993 to September 2001. Mr. Smead has over 40 years of experience in the investment industry.

Cole W. Smead, CFA^®, has served as a Portfolio Manager for the Value Fund since August 2014 and is jointly responsible for the day-to-day management of the Value Fund’s portfolio. Mr. Smead has served as the lead Portfolio Manager for the International Value Fund since its inception on January 12, 2022 and is primarily responsible for the day-to-day management of the International Value Fund’s portfolio. Mr. Smead joined the Adviser at its inception in 2007 and currently serves as President of the firm. Mr. Smead received his B.A. in Economics/History from Whitman College in 2006. Prior to joining the Adviser, Mr. Smead was a Financial Advisor at Wachovia Securities in Scottsdale, Arizona. Mr. Smead has over 15 years of experience in the investment industry and holds the Chartered Financial Analyst^® designation.

As lead portfolio manager, Mr. William Smead has the ultimate decision-making authority with respect to the day-to-day management of the Value Fund’s portfolio. Mr. Cole Smead serves as the Value Fund’s co-portfolio manager under the general supervision of Mr. William Smead.

As lead portfolio manager, Mr. Cole Smead has the ultimate decision-making authority with respect to the day-to-day management of the International Value Fund’s portfolio. Mr. William Smead serves as the International Value Fund’s co-portfolio manager under the general supervision of Mr. Cole Smead.

The SAI provides additional information about the Portfolio Managers’ compensation, other accounts managed and ownership of securities in the Funds.

CFA^® is a registered trademark owned by the CFA Institute.

Shareholder Information

Choosing a Share Class

The Value Fund offers Investor Class, Class A, Class C, Class I1, Class R1, Class R2 and Class Y shares in this Prospectus. Class I2, Class R3 and Class R4 shares for the Value Fund are offered in a different prospectus; however these share classes are not currently available for investment. The International Value Fund offers Investor Class, Class A, Class C, Class I1, Class I2 and Class Y shares in this Prospectus. The different classes represent investments in the same portfolio of securities, but the classes are subject to different expenses and may have different share prices as outlined below. Each class of shares has different expenses and distribution arrangements to provide for different investment needs. You should always discuss the suitability of your investment with your broker-dealer or financial adviser.


Investor Class shares International Value Fund and Value Fund Availability		Generally available to direct investors only. Direct investors may make investments directly through a Fund’s transfer agent.
Initial Sales Charge		None.
Deferred Sales Charge		None.
Rule 12b-1 Fee		0.25% Annual Rule 12b-1 Fee.
Shareholder Servicing Fee		0.00% Annual Shareholder Servicing Fee for the International Value Fund. 0.17% Annual Shareholder Servicing Fee for the Value Fund. A maximum shareholder servicing fee of 0.25% of the applicable Fund’s average daily net assets has been authorized.
Redemption Fees		None.
Advantage		No up-front sales charge so you start off owning more shares.
Disadvantage		Limited availability, and subject to ongoing distribution and shareholder servicing fees.
Class A shares International Value Fund and Value Fund Availability		Generally available through financial intermediaries, wrap account platforms, no transaction fee (NTF) platforms, employer-sponsored retirement plans or other similar programs through which group-level investments are made in a Fund.
Initial Sales Charge		Payable at time of purchase. Lower sales charges are available for larger investments.
Deferred Sales Charge		Payable if you redeem within eighteen (18) months of purchase.
Rule 12b-1 Fee		0.25% Annual Rule 12b-1 Fee.
Shareholder Servicing Fee		0.17% Annual Shareholder Servicing Fee. A maximum shareholder servicing fee of 0.25% of the applicable Fund’s average daily net assets has been authorized.
Redemption Fees		None.


Advantage		Suitable for investors who are eligible to have the sales charge reduced or eliminated.
Disadvantage		You pay a sales charge up-front, and therefore you start off owning fewer shares. Also subject to on-going distribution and shareholder servicing fees.
Class C shares International Value Fund and Value Fund Availability		Generally available through financial intermediaries and employer-sponsored retirement plans.
Initial Sales Charge		None.
Deferred Sales Charge		Payable if you redeem within twelve (12) months of purchase.
Rule 12b-1 Fee		0.75% Annual Rule 12b-1 Fee.
Shareholder Servicing Fee		0.25% Annual Shareholder Servicing Fee.
Redemption Fees		None.
Advantage		No up-front sales charge so you start off owning more shares.
Disadvantage		Subject to ongoing distribution and shareholder servicing fees.
Class I1 shares International Value Fund and Value Fund Availability		Generally available to institutions such as pension and profit sharing plans, endowments, foundations, corporations, and high net worth individuals, and financial intermediaries through “Wrap accounts” or “managed fund programs” established with financial intermediaries or employer-sponsored retirement plans or other similar programs through which group-level investments are made in a Fund.
Initial Sales Charge		None.
Deferred Sales Charge		None.
Rule 12b-1 Fee		None.
Shareholder Servicing Fee		0.15% Annual Shareholder Servicing Fee. A maximum shareholder servicing fee of 0.25% of the applicable Fund’s average daily net assets has been authorized.
Redemption Fees		None.
Advantage		No up-front sales charge so you start off owning more shares.
Disadvantage		Limited availability, subject to ongoing shareholder servicing fees, and requires significant initial investment.
Class I2 shares International Value Fund only Availability		Generally available to direct investors and employer-sponsored retirement plans or other similar programs through which group-level investments are made in the Fund. Direct investors may make investments directly through the Fund’s transfer agent.
Initial Sales Charge		None.


Deferred Sales Charge		None.
Rule 12b-1 Fee		None.
Shareholder Servicing Fee		0.10% Annual Shareholder Servicing Fee. A maximum shareholder servicing fee of 0.25% of the Fund’s average daily net assets has been authorized.
Redemption Fees		None.
Advantage		No up-front sales charge so you start off owning more shares.
Disadvantage		Limited availability, subject to ongoing shareholder servicing fees, and requires significant initial investment.
Class R1 shares Value Fund only Availability		Generally available through employer-sponsored retirement plans or other similar programs through which group-level investments are made in the Fund.
Initial Sales Charge		None.
Deferred Sales Charge		None.
Rule 12b-1 Fee		0.50% Annual Rule 12b-1 Fee.
Shareholder Servicing Fee		0.25% Annual Shareholder Servicing Fee.
Redemption Fees		None.
Advantage		No up-front sales charge so you start off owning more shares.
Disadvantage		Limited availability, and subject to ongoing distribution and shareholder servicing fees.
Class R2 shares Value Fund only Availability		Generally available through employer-sponsored retirement plans or other similar programs through which group-level investments are made in the Fund.
Initial Sales Charge		None.
Deferred Sales Charge		None.
Rule 12b-1 Fee		0.50% Annual Rule 12b-1 Fee.
Shareholder Servicing Fee		0.10% Annual Shareholder Servicing Fee. A maximum shareholder servicing fee of 0.25% of the Fund’s average daily net assets has been authorized.
Redemption Fees		None.
Advantage		No up-front sales charge so you start off owning more shares.
Disadvantage		Limited availability and subject to ongoing distribution fees.
Class Y shares International Value Fund and Value Fund Availability		Generally available through employer-sponsored retirement plans and to institutional investors.
Initial Sales Charge		None.
Deferred Sales Charge		None.


Rule 12b-1 Fee		None.
Shareholder Servicing Fee		None.
Redemption Fees		None.
Advantage		No up-front sales charge so you start off owning more shares.
Disadvantage		Limited availability, and requires significant initial investment.

Investor Class shares (International Value Fund and Value Fund). Investor Class shares are offered for sale at net asset value (“NAV”) without the imposition of a sales charge. Investor Class shares are subject to a Rule 12b‑1 Fee of 0.25% of the average daily net assets of the applicable Fund attributable to Investor Class shares, computed on an annual basis. Investor Class shares for the Value Fund are subject to a Shareholder Servicing Fee of 0.17% of the average daily net assets of the Fund attributable to Investor Class shares, computed on an annual basis. Investor Class shares for the International Value Fund are subject to a Shareholder Servicing Fee of 0.00% of the average daily net assets of the Fund attributable to Investor Class shares, computed on an annual basis.

Investor Class shares of the Value Fund are closed to all investors, except direct shareholders and current retirement plan shareholders. The Adviser may permit other investors to purchase Investor Class shares if they purchase such shares through certain financial intermediaries. The Adviser reserves the right to close or partially close the Value Fund, or any class of shares thereof, to new investors at its discretion.

Class A shares (International Value Fund and Value Fund). Class A shares are offered for sale at NAV with the imposition of a sales charge, except on purchases of $1,000,000 or more. However, if you redeem your Class A shares within 18 months of an initial purchase of $1,000,000 or more, you will pay a contingent deferred sales charge of 1.00%. Class A shares are subject to a Rule 12b-1 Fee of 0.25% and a Shareholder Servicing Fee of 0.17% of the average daily net assets of the applicable Fund attributable to Class A shares, computed on an annual basis.

Class C shares (International Value Fund and Value Fund). Class C shares are offered for sale at NAV without the imposition of a sales charge. However, if you redeem your Class C shares within 12 months of purchase, you will pay a contingent deferred sales charge of 1.00%. Class C shares are subject to a Rule 12b-1 Fee of 0.75% and a Shareholder Servicing Fee of 0.25% of the average daily net assets of the applicable Fund attributable to Class C shares, computed on an annual basis.

Class I1 shares (International Value Fund and Value Fund). Class I1 shares are offered for sale at NAV without the imposition of a sales charge. Class I1 shares are subject to a Shareholder Servicing Fee of 0.15% of the average daily net assets of the applicable Fund attributable to Class I1 shares, computed on an annual basis.

Class I1 shares may also be available on brokerage platforms of firms that have agreements with the Funds’ distributor, UMB Distribution Services, LLC (the “Distributor”), to offer such shares solely when acting as an agent for the investor. An investor transacting in Class I1 shares in these programs may be required to pay a commission and/or other forms of compensation to the broker. Shares of each Fund are available in other share classes that have different fees and expenses.

Class I2 shares (International Value Fund only). Class I2 shares are offered for sale at NAV without the imposition of a sales charge. Class I2 shares are subject to a Shareholder Servicing Fee of 0.10% of the

average daily net assets of the International Value Fund attributable to Class I2 shares computed on an annual basis.

Class R1 shares and Class R2 shares (Value Fund only). Class R1 shares and Class R2 shares are offered for sale at NAV without the imposition of a sales charge. Class R1 shares and Class R2 shares are subject to a Rule 12b-1 Fee of 0.50% of the average daily net assets of the Value Fund attributable to Class R1 shares and Class R2 shares, respectively, computed on an annual basis. Class R1 shares are subject to a Shareholder Servicing Fee of 0.25% of the average daily net assets of the Fund attributable to Class R1 shares, computed on an annual basis. Class R2 shares are subject to a Shareholder Servicing Fee of 0.10% of the average daily net assets of the Fund attributable to Class R2 shares, computed on an annual basis.

Investors may purchase Class R1 and Class R2 shares only through participation in certain programs where program-level or omnibus accounts are held on the books of the Fund, including without limitation:

401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans, defined benefit plans, and non-qualified deferred compensation plans.

Class Y shares (International Value Fund and Value Fund). Class Y shares are offered for sale at NAV without the imposition of a sales charge, a Rule 12b-1 Fee or a Shareholder Servicing Fee. Only the following investors, subject to applicable investment minimums described below, may purchase Class Y shares:

individuals who (i) do not invest in the Fund through a financial intermediary and (ii) hold their shares directly with the Funds’ transfer agent, UMB Fund Services, Inc., (the “Transfer Agent”); and

institutional investors, which include, but are not limited to, endowments, foundations, family offices, banks and bank trusts, local, city, and state governmental institutions, corporations and insurance company separate accounts, each of which may purchase shares of a Fund through a financial intermediary that has entered into an agreement with the Distributor to purchase such shares; and

pension, profit sharing, employee benefit and other similar plans and trusts that invest in a Fund through a group or omnibus account that don’t charge a fee to a Fund.

The maximum Shareholder Servicing Fees payable with regard to Investor Class, Class A, Class C, Class I1, Class I2, Class R1 and Class R2 shares of the applicable Fund is 0.25%. Class C and Class R1 shares are currently charging this maximum amount. In the event a Fund increases the amount currently being charged under the Shareholder Servicing Fee for the other share classes, the applicable Fund will give the affected shareholders 30 days’ prior written notice thereof.

Class A Sales Charge

Class A shares of each Fund are retail shares that require that you pay a sales charge when you invest in a Fund, unless you qualify for a reduction or waiver of the sales charge. If you purchase Class A shares of a Fund you will pay the public offering price (“POP”), which is the NAV per share next determined after your order is received plus a sales charge (shown in percentages below) depending on the amount of your investment. Since sales charges are reduced for Class A share purchases above certain dollar amounts, known as “breakpoint thresholds,” the POP is lower for these purchases. The dollar amount of the sales charge is the difference between the POP of the shares purchased (based on the applicable sales charge in

the table below) and the NAV of those shares. Because of rounding in the calculation of the POP, the actual sales charge you pay may be more or less than that calculated using the percentages shown below. The sales charge does not apply to shares purchased with reinvested distributions. The sales charge for Class A shares of a Fund is calculated as follows:⁽¹⁾


Class A Shares Investment Amount	Sales Charge as a % of Offering Price	Sales Charge as a % of Net Amount Invested	Dealer Reallowance
Less than $25,000⁽²⁾	5.75%	6.10%	5.00%
$25,000 but less than $50,000	5.00%	5.26%	4.25%
$50,000 but less than $100,000	4.50%	4.71%	3.75%
$100,000 but less than $250,000	3.50%	3.63%	2.75%
$250,000 but less than $500,000	2.50%	2.56%	2.00%
$500,000 but less than $750,000	2.00%	2.04%	1.60%
$750,000 but less than $1 million	1.50%	1.52%	1.20%
$1 million or more⁽³⁾⁽⁴⁾	None	None	Up to 1.00%

⁽¹⁾

The offering price is calculated to two decimal places using standard rounding criteria. As a result, the number of shares purchased and the dollar amount of the sales charge as a percentage of the offering price and of your net investment may be higher or lower depending on whether there was a downward or upward rounding.

⁽²⁾	The minimum initial investment for Class A shares of a Fund is $3,000.

⁽³⁾	There is no front-end sales charge for purchases of Class A shares of $1,000,000 or more. However, a Contingent Deferred Sales Charge (“CDSC”) of 1.00% may be applied to redemptions of Class A shares within 18 months of purchase.

⁽⁴⁾

The Adviser may directly or indirectly pay a commission to dealers that sell amounts of $1,000,000 or more of Class A according to the following schedule: 1.00% of the first $3,000,000, 0.50% of amounts from $3,000,001 to $50,000,000, and 0.25% of amounts over $50,000,000. The Distributor will then also pay to such dealers an annual Rule 12b-1 Fee of up to 0.25% of the average daily net assets attributable to the respective Class A shares held by its clients beginning in the thirteenth month. Where a dealer does not receive payment of this commission, the dealer will receive the annual Rule 12b-1 Fee starting immediately after purchase. Any payments made by the Adviser as described above are eligible for reimbursement to the Adviser under a Fund’s Distribution Plan (as defined below).

Class A Sales Charge Reductions and Waivers

The sales charge on Class A shares of a Fund may be reduced or waived based on the type of transaction, the combined market value of your accounts or intended investment, and for certain groups or classes of shareholders. If you believe you are eligible for any of the following reductions or waivers, it is up to you to ask the selling agent or shareholder servicing agent for the reduction or waiver and to provide appropriate proof of eligibility.

Reinvested Distributions: You pay no sales charges on Class A shares you buy with reinvested distributions of the same share class from a Fund.

Breakpoint Thresholds: You may reduce the sales charge on Class A shares by investing an amount to meet one of the breakpoint thresholds indicated in the tables above.

Rights of Accumulation: You may combine your current purchase of Class A shares of a Fund with all other classes of shares of a Fund currently owned for the purpose of qualifying for the lower initial sales charge rates that apply to larger purchases. The applicable sales charge for the new purchase is based on the total of your current purchase of Class A shares of a Fund and the current value (based on the current public offering price) of all other classes of shares of a Fund you own at the financial intermediary at which you are making the current purchase. You may not aggregate shares held at different financial intermediaries. If the current purchase is made directly through the Transfer Agent, only those shares held directly at the Transfer Agent may apply toward the right of accumulation. You may aggregate shares that you own and that are currently owned by members of your “immediate family” including your spouse,

child, stepchild, parent, stepparent, sibling, grandchild and grandparent, including in-law and adoptive relationships residing at the same address. Shares held in the name of a nominee or custodian under pension, profit sharing or employee benefit plans may not be combined with other shares to qualify for the right of accumulation. You must notify the Transfer Agent or your financial intermediary at the time of purchase in order for the right of accumulation to apply. Each Fund is not liable for any difference in purchase price if you fail to notify the Transfer Agent of your intent to exercise your right of accumulation and each Fund reserves the right to modify or terminate this right at any time.

Reinstatement Privilege: If you redeem Class A shares of a Fund, and within 60 days purchase and register new shares of the same share class, you will not pay a sales charge on the new purchase amount. The amount eligible for this privilege may not exceed the amount of your redemption proceeds. To exercise this privilege, contact the Transfer Agent or your financial intermediary.

Letter of Intent: By signing a Letter of Intent (“LOI”), you can reduce your Class A sales charge. Your individual purchases will be made at the applicable sales charge based on the amount you intend to invest over a 13-month period. The LOI will apply to all purchases of the share class designated in the LOI. Any shares of the share class designated in the LOI that are purchased within 90 days of the date you sign the LOI may be used as credit toward completion, but the reduced sales charge will only apply to new purchases made on or after that date. Purchases resulting from the reinvestment of distributions do not apply toward fulfillment of the LOI. Shares equal to 5.75% for Class A shares of the amount of the LOI will be held in escrow during the 13-month period. If at the end of that time the total amount of purchases made is less than the amount intended, you will be required to pay the difference between the reduced sales charge and the sales charge applicable to the individual purchases had the LOI not been in effect. This amount will be obtained from redemption of the escrow shares. Any remaining escrow shares will be released to you.

Investments of $1,000,000 or More: There is neither an initial sales charge on a lump sum Class A share purchase of $1,000,000 or more, nor on any purchase into a Class A account with an accumulated value of $1,000,000 or more. However, if you have taken advantage of this waiver and redeem your shares within 18 months of purchase, there is a CDSC of 1.00% imposed on such shares based on the lesser of original cost or current market value. The CDSC will not apply if you are otherwise entitled to a waiver of the initial sales charge as listed in “Initial Sales Charge Waivers,” below. Also, the CDSC will not apply if you are entitled to a waiver as listed in “Contingent Deferred Sales Charges Waivers,” below.

Initial Sales Charge Waivers: Sales charges for Class A shares may be waived under certain circumstances for some investors or for certain purchases. You will not have to pay a sales charge on purchases of Class A shares if:

•

you are an affiliate of the Adviser or any of its or the Funds’ officers, directors, trustees, employees or retirees;

•

you are a registered representative of any broker-dealer authorized to sell Fund shares, subject to the internal policies and procedures of the broker-dealer;

•

you are a member of the immediate family of any of the persons listed in the above bullets (i.e., parent, child, spouse, domestic partner, sibling, step or adopted relationships, grandparent, grandchild and UTMA accounts naming qualifying persons);

•

authorized qualified employee benefit plans*;

•

rollovers of current investments through authorized qualified employee benefit plans or savings plans*, provided the shares are transferred to the Fund as either a direct rollover, or subsequent to distribution, the rolled-over proceeds are contributed to an IRA through an account directly with a Fund;

•

registered investment advisers, trust companies and bank trust departments exercising discretionary investment authority with respect to amounts to be invested in a Fund;

•

persons participating in a fee-based program (such as a wrap account) under which they (i) pay advisory fees to a broker-dealer or other financial institution or (ii) pay fees to a broker-dealer or other financial institution for providing transaction processing and other administrative services, but not investment advisory services; or

•

registered broker-dealers who have entered into an agreement with the Distributor and have been approved by the Distributor to offer Fund shares to self-directed investment brokerage accounts that may or may not charge a transaction fee.

*	Qualified employee benefit plans or savings plans for which a Fund has entered into an agreement to waive the sales charge.

To receive a reduction in your Class A sales charge, you must let your financial institution or shareholder services representative know at the time you purchase shares that you qualify for such a reduction. You may be asked by your financial adviser or shareholder services representative to provide account statements or other information regarding your related accounts or related accounts of your immediate family in order to verify your eligibility for a reduced sales charge. Your investment professional or financial institution must notify a Fund if your share purchase is eligible for the sales load waiver. Sales charges will not be applied to shares purchased by reinvesting distributions.

Contingent Deferred Sales Charge Waivers for Class A and Class C shares

For Class A shares, a CDSC of 1.00% is imposed on shares purchased at the $1,000,000 breakpoint (as described in “Class A Sales Charge,” above) that are redeemed within 18 months of purchase. For Class C shares, a CDSC of 1.00% is imposed on shares that are redeemed within 12 months of purchase. In the case of a partial redemption, the first shares redeemed are any reinvested shares. After that, shares are always redeemed on a “first in/first out” basis. If the first shares redeemed have been held for longer than 18 months in the case of Class A shares or 12 months in the case of Class C shares from the date of purchase, then no CDSC is imposed on the redemption. The CDSC is imposed on a lot by lot basis on the market value or initial purchase price, whichever is lower. This deferred sales charge may be waived under certain circumstances such as:

•

death of the shareholder;

•

divorce, where there exists a court decree that requires redemption of the shares;

•

return of IRA excess contributions;

•

shares redeemed by a Fund due to low balance or other reasons;

•

required minimum distributions at age 70¹⁄₂ (waivers apply only to amounts necessary to meet the required minimum amount based on assets held within a Fund); and

•

other circumstances related to death, financial hardship or any other rare instances that would require the Adviser to have discretion.

Other waivers and/or discounts may apply with respect to a particular financial intermediary. Please see “Exhibit A – Sales Charge Waivers” for more information.

Each Fund also reserves the right to enter into agreements that reduce or eliminate the CDSC for groups or classes of shareholders, or for Fund shares included in other investment plans such as “wrap accounts.” If you own Fund shares as part of another account or package, such as an IRA or a sweep account, you should read the terms and conditions that apply for that account. Those terms and conditions may supersede the terms and conditions discussed here. Contact your selling agent for further information. You must notify a Fund or your financial intermediary if you are eligible for these sales charge waivers at the time of your transaction.

More information regarding each Fund’s sales charges, breakpoint thresholds and waivers is available in the Funds’ Prospectus and SAI, which are available free of charge on the Funds’ website at https://smeadcap.com/smead-funds/.

Automatic Conversion to Class A Shares

Class C shares of a Fund are eligible for automatic conversion to Class A shares of the same Fund approximately eight years after the date of each original purchase and will be subject to Class A’s lower Rule 12b-1 Fee (as defined and set forth below). The automatic conversion of Class C shares to Class A shares will be on the basis of the NAV per share, without the imposition of any sales load, fee or other charge, meaning the value of your investment will not change, but the number of shares of the Fund that you own may be higher or lower after the conversion.

Class C shares of a Fund will convert automatically into Class A shares of the same Fund on a monthly basis in the month of, or the month following, the eighth anniversary of the Class C shares’ purchase date. Class C shares of the same Fund acquired through a reinvestment of dividends or distributions will convert to Class A shares of a Fund pro rata with Class C shares of the Fund not acquired through the reinvestment of dividends or distributions. All such automatic conversions of Class C shares will constitute tax-free exchanges for federal income tax purposes.

For shareholders investing in Class C shares through retirement plans, omnibus accounts, and in certain other instances, a Fund and its agents may not have transparency into how long a shareholder has held Class C shares for purposes of determining whether such Class C shares are eligible for automatic conversion into Class A shares. In these circumstances, a Fund will not be able to automatically convert Class C shares into Class A shares as described above. In order to determine eligibility for conversion in these circumstances, it is the responsibility of the shareholder or their financial intermediary (and not a Fund) to notify a Fund that the shareholder is eligible for the conversion of Class C shares to Class A shares, and the shareholder or their financial intermediary may be required to maintain and provide a Fund with records that substantiate the holding period of such shareholder’s Class C shares.

In addition, a financial intermediary may sponsor and/or control accounts, programs or platforms that impose a different conversion schedule or eligibility requirements in regards to the conversion of Class C shares into Class A shares. In these cases, certain Class C shareholders may not be eligible to convert to Class A shares as described above. However, these Class C shareholders may be permitted to exchange their Class C shares for Class A shares pursuant to the terms of the financial intermediary’s conversion policy. Financial intermediaries will be responsible for making such exchanges in those circumstances. Please consult with your financial intermediary if you have any questions regarding the conversion of Class C shares to Class A shares.

Rule 12b‑1 Distribution Plan

The Funds have adopted a Distribution Plan (the “Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Under the Distribution Plan, each Fund is authorized to pay the Distributor, or other such entities as approved by the Board of Trustees, a Rule 12b-1 fee for the sale and servicing of such Fund’s respective Investor Class shares, Class A shares, Class C shares, Class R1 shares (Value Fund only) and Class R2 shares (Value Fund only) (the “Rule 12b-1 Fee”). The maximum amount of the Rule 12b-1 Fee

authorized under the Distribution Plan is expressed as a percentage of the applicable Fund’s average daily net assets attributable to the applicable share class, as follows:


Name of Fund	Share Class	Annual Rule 12b-1 Fee
International Value Fund	Investor Class shares	0.25%
International Value Fund	Class A shares	0.25%
International Value Fund	Class C shares	0.75%
Value Fund	Investor Class shares	0.25%
Value Fund	Class A shares	0.25%
Value Fund	Class C shares	0.75%
Value Fund	Class R1 shares	0.50%
Value Fund	Class R2 shares	0.50%

The Distributor may pay any or all of the Rule 12b-1 Fee to other persons (including the Adviser, brokerage firms, depository institutions and other firms) for providing these services to a Fund and its shareholders. In addition, under the 12b-1 Plan, a portion of the Rule 12b-1 Fee (no more than 0.25% of the applicable Fund’s average daily net assets, subject to the maximum annual rate of each share class) may be paid for sub-accounting services provided to beneficial owners whose shares are held of record in omnibus accounts, other group accounts or accounts traded through registered clearing agents, as well as account maintenance and personal service to shareholders. These services may include, but are not limited to, assisting in, establishing and maintaining shareholder accounts and records, assisting with purchase and redemption requests, arranging for bank wires, monitoring dividend payments from a Fund to shareholders and receiving and answering correspondence. Because these fees are paid out of a Fund’s assets attributable to Investor Class shares, Class A shares, Class C shares, Class R1 shares (Value Fund only) and Class R2 shares (Value Fund only) on an on-going basis, over time these fees will increase the cost of your investment in such share classes of a Fund and may cost you more than paying other types of sales charges.

Shareholder Servicing Plan

Each Fund has adopted a Shareholder Servicing Plan on behalf of such Fund’s respective Investor Class shares, Class A shares, Class C shares, Class I1 shares, Class I2 shares (International Value Fund only), Class R1 shares (Value Fund only) and Class R2 shares (Value Fund only) (the “Shareholder Servicing Plan”) that allows a Fund to make payments to financial intermediaries and other service providers in return for shareholder servicing and maintenance of shareholder accounts. The shareholder support services may include, among others, providing general shareholder liaison services (including responding to shareholder inquiries), providing information on shareholder investments, and establishing and maintaining shareholder accounts and records. The maximum amount of Shareholder Servicing Fees authorized under the Shareholder Servicing Plan is an annual rate of 0.25% of a Fund’s average daily net assets attributable to each share class subject to the plan. The Shareholder Servicing Fee currently being

implemented is expressed as a percentage of the applicable Fund’s average daily net assets attributable to the applicable share class, as follows:


Name of Fund	Share Class	Annual Shareholder Servicing Fee
International Value Fund	Investor Class shares	0.00%
International Value Fund	Class A shares	0.17%
International Value Fund	Class C shares	0.25%
International Value Fund	Class I1 shares	0.15%
International Value Fund	Class I2 shares	0.10%
Value Fund	Investor Class shares	0.17%
Value Fund	Class A shares	0.17%
Value Fund	Class C shares	0.25%
Value Fund	Class I1 shares	0.15%
Value Fund	Class R1 shares	0.25%
Value Fund	Class R2 shares	0.10%

For those share classes that currently charge less than the maximum Shareholder Servicing Fee, a Fund may increase such fee, but not beyond the maximum of 0.25%, only after providing affected shareholders with 30 days’ prior written notice.

Share Price

The price of Fund shares is the NAV per share, plus applicable sales charges for Class A shares. The NAV per share is calculated by dividing the value of a Fund’s total assets, less its liabilities, by the number of its shares outstanding. In calculating the NAV, portfolio securities are valued using current fair market values or official closing prices, if available. The NAV is calculated at the close of regular trading on the New York Stock Exchange (the “NYSE”) (generally 4:00 p.m., Eastern time). The NAV will not be calculated on days on which the NYSE is closed for trading.

Each security owned by a Fund that is listed on a securities exchange is valued at its last sale price on that exchange on the date as of which assets are valued. When the security is listed on more than one exchange, the applicable Fund will use the price on the exchange that the Fund generally considers to be the principal exchange on which the security is traded. Portfolio securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”) will be valued at the NASDAQ Official Closing Price (“NOCP”), which may not necessarily represent the last sale price. If the NOCP is not available, such securities shall be valued at the last sale price on the day of valuation. If there has been no sale on such exchange or on NASDAQ on such day, the security is valued at the mean between the most recent bid and asked prices on such day. Over-the-Counter Securities that are not traded on NASDAQ shall be valued at the most recent trade price.

Debt securities other than short-term instruments are valued at the mean between the closing bid and asked prices provided by a pricing service (“Pricing Service”). If the closing bid and asked prices are not readily available, the Pricing Service may provide a price determined by a matrix pricing method or other analytical pricing models. Short-term debt securities, such as commercial paper, bankers acceptances and U.S. Treasury Bills, having a maturity of less than 60 days are generally valued at amortized cost. If a short-term debt security has a maturity of greater than 60 days, it is valued at market price.

Redeemable securities issued by open-end, registered investment companies, including money market funds, are valued at the NAV of such companies for purchase and/or redemption orders placed on that day.

When market quotations are not readily available, any security or other asset is valued at its fair value as determined under fair value pricing procedures approved by the Board of Trustees. These fair value pricing procedures will also be used to price a security when corporate events, events in the securities market or world events cause the Adviser to believe that a security’s last sale price may not reflect its actual fair market value. The intended effect of using fair value pricing procedures is to ensure that a Fund’s shares are accurately priced. The Board of Trustees will regularly evaluate whether a Fund’s fair value pricing procedures continue to be appropriate in light of the specific circumstances of a Fund and the quality of prices obtained through their application by the Trust’s valuation committee.

When fair value pricing is employed, the prices of securities used by a Fund to calculate its NAV may differ from quoted or published prices for the same securities. Due to the subjective and variable nature of fair value pricing, it is possible that the fair value determined for a particular security may be materially different (higher or lower) from the price of the security quoted or published by others or the value when trading resumes or is realized upon sale. Therefore, if a shareholder purchases or redeems Fund shares when the Fund holds securities priced at a fair value, the number of shares purchased or redeemed may be higher or lower than would be the case if the Fund were using market value pricing.

In the case of foreign securities, the occurrence of certain events after the close of foreign markets, but prior to the time a Fund’s NAV is calculated (such as a significant surge or decline in the U.S. or other markets) often will result in an adjustment to the trading prices of foreign securities when foreign markets open on the following business day. If such events occur, a Fund will value foreign securities at fair value, taking into account such events, in calculating the NAV. In such cases, use of fair valuation can reduce an investor’s ability to seek to profit by estimating a Fund’s NAV in advance of the time the NAV is calculated. The Adviser anticipates that a Fund’s portfolio holdings will be fair valued only if market quotations for those holdings are considered unreliable. Because foreign securities will be traded on days when a Fund does not price shares, the NAV may change on days when shareholders cannot buy or sell shares.

How to Purchase Shares

All purchase requests received in “Good Order” (defined below) by the Funds’ agents, including the Transfer Agent, or by an authorized financial intermediary (an “Authorized Intermediary,” as defined below) before the close of the NYSE (generally 4:00 p.m., Eastern time) will be processed at that day’s NAV per share plus any applicable sales charge. Purchase requests received by the Transfer Agent or an Authorized Intermediary after the close of the NYSE (generally 4:00 p.m., Eastern time) will receive the next business day’s NAV per share. An Authorized Intermediary is a financial intermediary (or its authorized designee) that has made arrangements with the Fund to receive purchase and redemption orders on its behalf. For additional information about purchasing shares through financial intermediaries, please see “Purchasing Shares Through a Financial Intermediary,” below.

All account applications (each an “Account Application”) to purchase Fund shares are subject to acceptance by the applicable Fund and are not binding until so accepted. It is the policy of the Funds not to accept applications under certain circumstances or in amounts considered disadvantageous to shareholders. Each Fund reserves the right to reject any Account Application. Your order will not be accepted until a completed Account Application is received by the Transfer Agent.

Each Fund reserves the right to reject any purchase order if, in its discretion, it is in the Fund’s best interest to do so. For example, a purchase order may be refused if it appears so large that it would disrupt the management of the Funds. Purchases may also be rejected from persons believed to be “market timers,” as described under the section entitled “Tools to Combat Frequent Transactions,” below. In addition, a service fee, which is currently $25, as well as any loss sustained by a Fund, will be deducted from a shareholder’s account for any purchases that do not clear. The Funds and the Transfer Agent will not be responsible for any losses, liability, cost or expense resulting from rejecting any purchase order.

Shares of the Funds have not been registered for sale outside of the United States. Each Fund generally does not sell shares to investors residing outside the United States, even if they are U.S. citizens or lawful permanent residents, except to investors with U.S. military APO or FPO addresses.


Minimum Initial Investment

Investor Class shares	$3,000	*
Class A shares	$3,000
Class C shares	$25,000
Class I1 shares	$1,000,000	*
Class I2 shares (International Value Fund only)	$1,000,000	*
Class R1 shares (Value Fund only)	$25,000
Class R2 shares (Value Fund only)	$25,000
Class Y shares	$10,000,000	*
Subsequent Investments
Investor Class shares	$100
Class A shares	$100
Class C shares	$100
Class I1 shares	$100
Class I2 shares (International Value Fund only)	$100
Class R1 shares (Value Fund only)	$100
Class R2 shares (Value Fund only)	$100
Class Y shares	$100

*	Different minimums apply to shareholders who purchase these share classes directly from the Transfer Agent (i.e., non-National Securities Clearing Corporation (NSCC) purchases).

Each Fund reserves the right to waive the minimum initial investment or minimum subsequent investment amounts at its discretion. Shareholders will be given at least 30 days’ written notice of any increase in the minimum dollar amount of initial or subsequent investments. Each Fund may waive the minimum initial investment as follows:

•

shares transferred from existing accounts if the registration or beneficial owner of the account remains the same;

•

employees, and families of employees (i.e., parent, child, spouse, domestic partner, sibling, step or adopted relationships, grandparent, grandchild and UTMA accounts naming qualifying persons) of the Adviser and its affiliates;

•

employee benefit plans sponsored by the Adviser;

•

Trustees of the Funds;

•

institutional clients of the Adviser;

•

certain other separately managed account clients at the Adviser’s discretion; and

•

as otherwise deemed appropriate by the Board of Trustees.

In addition, each Fund has reduced the minimum initial investment for Investor Class shares, Class I1 shares, Class I2 shares and Class Y shares purchased directly from the Transfer Agent, as follows:


Investor Class shares			$100
Class I1 shares			$100,000
Class I2 shares (International Value Fund only)			$100,000
Class Y shares			$1,000,000

Even with these waivers, some or all classes of shares of the Funds may not be available through your financial intermediary.

Your share price will be the next calculated NAV per share, plus any applicable sales charge, after the Transfer Agent or your Authorized Intermediary receives your purchase request in Good Order. For purchases made through the Transfer Agent, “Good Order” means that your purchase request includes:

•

the name of the Fund;

•

the dollar amount of shares to be purchased;

•

your Account Application or investment stub; and

•

a check payable to name of applicable Fund.

For information about your financial intermediary’s requirements for purchases in Good Order, please contact your financial intermediary.

Purchase by Mail. To purchase a Fund’s shares by mail, simply complete and sign the Account Application and mail it, along with a check made payable to “Smead Value Fund” or “Smead International Value Fund,” as applicable, to the Transfer Agent as follows:


Regular Mail		Overnight or Express Mail
Smead Funds c/o UMB Fund Services, Inc. P.O. Box 2175 Milwaukee, Wisconsin 53201-2175		Smead Funds c/o UMB Fund Services, Inc. 235 West Galena Street Milwaukee, Wisconsin 53212-3948

A Fund does not consider the U.S. Postal Service or other independent delivery services to be its agents. Only actual physical receipt by the Transfer Agent of purchase orders or redemption requests (e.g., retrieving mail from the post office box or accepting delivery from a delivery service) constitutes receipt by the Transfer Agent. Therefore, deposit in the mail or with such services, or receipt at the Transfer Agent’s post office box, of purchase orders or redemption requests does not constitute receipt by the Transfer Agent. All purchases by check must be in U.S. dollars drawn on a domestic financial institution. The Funds will not accept payment in cash or money orders. The Funds also does not accept cashier’s checks in amounts of less than $10,000. To prevent check fraud, the Funds will not accept third party checks, Treasury checks, credit card checks, traveler’s checks or starter checks for the purchase of shares. Each Fund is unable to accept post-dated checks, post-dated online bill pay checks, or any conditional order or payment.

It is the policy of the Funds not to accept applications under certain circumstances or in amounts considered disadvantageous to shareholders. Each Fund reserves the right to reject any application.

Purchase by Wire. If you are making your first investment in a Fund, before you wire funds, the Transfer Agent must have a completed Account Application. You can mail or use an overnight service to deliver your Account Application to the Transfer Agent at the above address. Upon receipt of your completed

Account Application, the Transfer Agent will establish an account for you. Once your account has been established, you may instruct your bank to send the wire. Prior to sending the wire please call the Transfer Agent at 877-807-4122 to advise them of the wire and to ensure proper credit upon receipt. Your bank must include the name of the Fund you are purchasing, your name and account number so that monies can be correctly applied. Your bank should transmit immediately available funds by wire to:


UMB Bank, N.A.
1010 Grand Blvd Kansas City MO 64106

ABA Number:		101000695
DDA Number:		9872324749
Credit Account:		Smead Funds
		• Further Credit: Shareholder Name
		• Shareholder Account Number
		• Fund and Class to be purchased

Wired funds must be received prior to the close of the NYSE (generally 4:00 p.m., Eastern time) to be eligible for same day pricing. The Funds and State Street Bank and Trust Company, the Funds’ custodian, are not responsible for the consequences of delays from the banking or Federal Reserve wire system, or from incomplete wiring instructions.

Investing by Telephone. If you have accepted telephone privileges on the Account Application, and your account has been open for 15 days, you may purchase additional shares by calling a Fund toll free at 877‑807‑4122. This option allows investors to move money from their bank account to their Fund account upon request. Only bank accounts held at domestic financial institutions that are Automated Clearing House (“ACH”) members may be used for telephone transactions. If your order is received prior to the close of the NYSE (generally 4:00 p.m., Eastern time), shares will be purchased in your account at the applicable price determined on the day your order is placed.

Automatic Investment Plan. For your convenience, each Fund offers an Automatic Investment Plan (“AIP”) for only Investor Class, Class A and Class C shares. Under the AIP, after your initial investment, you may authorize a Fund to withdraw automatically from your personal checking or savings account an amount that you wish to invest, which must be at least $100, on a monthly basis. In order to participate in the AIP, your bank must be a member of the ACH network. If you wish to enroll in the AIP, complete the appropriate section in the Account Application. Each Fund may terminate or modify this privilege at any time. You may terminate your participation in the AIP at any time by notifying the Transfer Agent five days prior to the effective date of the request. A $25 fee will be charged if your bank does not honor the AIP draft for any reason.

Purchasing Shares Through a Financial Intermediary. Investors may be charged a fee if they effect transactions through a financial intermediary. If you are purchasing shares through a financial intermediary, you must follow the procedures established by your financial intermediary. Your financial intermediary is responsible for sending your purchase order and wiring payment to the Transfer Agent. Your financial intermediary holds the shares in your name and receives all confirmations of purchases and sales. Financial intermediaries placing orders for themselves or on behalf of their customers should call the Funds toll free at 877-807-4122, or follow the instructions listed in the sections above entitled “Investing by Telephone,” “Purchase by Mail” and “Purchase by Wire.”

If you place an order for a Fund’s shares through a financial intermediary that is not an Authorized Intermediary in accordance with such financial intermediary’s procedures, and such financial

intermediary then transmits your order to the Transfer Agent in accordance with the Transfer Agent’s instructions, your purchase will be processed at the next calculated NAV, plus any applicable sales charge, after the Transfer Agent receives your order. The financial intermediary must promise to send to the Transfer Agent immediately available funds in the amount of the purchase price in accordance with the Transfer Agent’s procedures. If payment is not received within the time specified, the Transfer Agent may rescind the transaction and the financial intermediary will be held liable for any resulting fees or losses.

In the case of Authorized Intermediaries that have made satisfactory payment or redemption arrangements with a Fund, orders will be processed at the NAV next calculated after receipt by the Authorized Intermediary (or its authorized designee), consistent with applicable laws and regulations. Authorized Intermediaries may be authorized to designate other intermediaries to receive purchase and redemption requests on behalf of a Fund.

Financial intermediaries, including Authorized Intermediaries, may set cut-off times for the receipt of orders that are earlier than the cut-off times established by the Funds. For more information about your financial intermediary’s rules and procedures, and whether your financial intermediary is an Authorized Intermediary, you should contact your financial intermediary directly.

Anti-Money Laundering Program. The Trust has established an Anti-Money Laundering Compliance Program as required by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”) and related anti-money laundering laws and regulations. To ensure compliance with this law, the Account Application asks for, among other things, the following information for all “customers” seeking to open an “account” (as those terms are defined in rules adopted pursuant to the USA PATRIOT Act):

•

full name;

•

date of birth (individuals only);

•

Social Security Number or taxpayer identification number; and

•

permanent street address (a P.O. Box alone is not acceptable).

Accounts opened by entities, such as corporations, limited liability companies, partnerships or trusts will require additional documentation.

If any information listed above is missing, your Account Application will be returned and your account will not be opened. In compliance with the USA PATRIOT Act and other applicable anti-money laundering laws and regulations, the Transfer Agent will verify the information on your application. Each Fund reserves the right to request additional clarifying information and may close your account if such clarifying information is not received by the Fund within a reasonable time of the request or if the Fund cannot form a reasonable belief as to the true identity of a customer. If you require additional assistance when completing your application, please contact the Transfer Agent at 877-807-4122.

How to Redeem Shares

redemption order. Your redemption request must be received in Good Order (as discussed under “Payment of Redemption Proceeds,” below) prior to the close of the regular trading session of the NYSE (generally 4:00 p.m., Eastern time) by the Transfer Agent or by your Authorized Intermediary. Redemption requests received by the Transfer Agent or an Authorized Intermediary after the close of the NYSE will be treated as though received on the next business day.

Shareholders who hold shares of a Fund through an IRA or other retirement plan must indicate on their redemption requests whether to withhold federal income tax. IRA and retirement plan redemptions from accounts for which UMB Bank, n.a. serves as custodian must be completed on an IRA Distribution Form or other acceptable form approved by UMB Bank, n.a. Such redemption requests will generally be subject to a 10% federal income tax withholding unless a shareholder elects not to have taxes withheld. An IRA owner with a foreign residential address may not elect to forgo the 10% withholding. In addition, if you are a resident of certain states, state income tax also applies to non-Roth IRA distributions when federal withholding applies. Please consult with your tax professional.

Payment of Redemption Proceeds. You may redeem your Fund shares at a price equal to the NAV per share next determined after the Transfer Agent or your Authorized Intermediary receives your redemption request in Good Order (less any applicable redemption charges). Your redemption request cannot be processed on days the NYSE is closed. Redemption proceeds with respect to all requests received by the Transfer Agent in Good Order before the close of the regular trading session of the NYSE (generally 4:00 p.m., Eastern time) will usually be sent on the next business day regardless of the method of payment.

A redemption request made through the Transfer Agent will be deemed in “Good Order” if it includes:

•

the shareholder’s name;

•

the name of the Fund you are redeeming;

•

the account number;

•

the share or dollar amount to be redeemed; and

•

signatures by all shareholders on the account and a signature guarantee(s), if applicable.

For information about your financial intermediary’s requirements for redemption requests in Good Order, please contact your financial intermediary.

You may have the proceeds (less any applicable redemption fee) sent by check to the address of record, wired to your pre-established bank account or sent by electronic funds transfer through the ACH network using the bank instructions previously established for your account. Within the first sixty days of purchase, the Funds do not allow the redemption of Fund shares purchased via ACH, unless the redemption proceeds are sent to the originating bank for the benefit of the registered account owner. Redemption proceeds will typically be sent on the business day following your redemption. Wires are subject to a $15 service fee. There is no charge to have proceeds sent via ACH; however, funds are typically credited to your bank within two to three days after redemption. In all cases, proceeds will be processed within seven calendar days after the Transfer Agent receives your redemption request.

or trading on the NYSE is restricted; (2) for any period during which an emergency exists as a result of which disposal by the Fund of securities owned by it is not reasonably practicable or it is not reasonably practicable for the Fund to fairly determine the value of its net assets; or (3) for such other periods as the SEC may permit for the protection of shareholders. Your ability to redeem shares by telephone may be delayed or restricted after you change your address online or by telephone. You may change your address at any time by a written request, addressed to the Transfer Agent. Confirmation of an address change will be sent to both your old and new address. The Funds are not responsible for interest lost on redemption amounts due to lost or misdirected mail.

To meet redemption requests, the Funds typically expect to use cash reserves held in its respective portfolio and/or the proceeds from sales of its portfolio securities effected shortly after the redemption request. The Funds may also meet redemption requests by borrowing under a line of credit or through overdrafts with its custodian. The Funds most likely will employ these additional methods to meet larger redemption requests or during times of market stress.

Each Fund generally pays redemptions in cash. The Trust has filed a notice of election under Rule 18f-1 of the 1940 Act with the SEC disclosing its intent to pay redemptions up to certain amounts in cash. If the amount you are redeeming during any 90-day period is in excess of the lesser of $250,000 or 1% of the net assets of a Fund, valued at the beginning of such period, the Fund has the right to redeem your shares by giving you the amount that exceeds the lesser of $250,000 or 1% of the net assets of the Fund in securities instead of cash. Although generally unlikely, if a Fund does redeeem shares in-kind, you will likely have to pay brokerage commissions to sell the securities or other assets delivered to you as well as any taxes on any capital gains incurred upon sale. In addition, the securities or other assets distributed to you will continue to be subject to market risk until they are sold. A redemption in-kind will be a pro-rata portion of a Fund’s portfolio, or a representative basket if the redemption is not large enough to distribute a pro-rata redemption, or individual securities if the redemption is not large enough to distribute a representative basket.

Medallion Signature Guarantees. The Transfer Agent may require a Medallion Signature Guarantee for certain redemption requests. A Medallion Signature Guarantee ensures that your signature is genuine and protects you from unauthorized account redemptions. Medallion Signature Guarantees can be obtained from banks and securities dealers, but not from a notary public. A Medallion Signature Guarantee of each owner is required in the following situations:

•

if ownership is being changed on your account;

•

when redemption proceeds are payable or sent to any person, address or bank account not on record;

•

if a change of address request was received by the Transfer Agent within the last 15 calendar days; and

•

for all redemptions in excess of $100,000 from any shareholder account.

Non-financial transactions, including establishing or modifying certain services on an account, will require a Medallion Signature Guarantee.

In addition to the situations described above, the Funds and the Transfer Agent reserve the right to require a Medallion Signature Guarantee or other acceptable signature verification in other instances based on the circumstances relative to the particular situation.

Redemption by Mail. You can execute most redemptions by furnishing an unconditional written request to the Transfer Agent to redeem your shares at the current NAV per share. Redemption requests in writing should be sent to the Transfer Agent at:


Regular Mail		Overnight or Express Mail
Smead Funds c/o UMB Fund Services, Inc. P.O. Box 2175 Milwaukee, Wisconsin 53201-2175		Smead Funds c/o UMB Fund Services, Inc. 235 West Galena Street Milwaukee, Wisconsin 53212-3948

The Funds do not consider the U.S. Postal Service or other independent delivery services to be its agents. Therefore, deposit in the mail or with such services, or receipt at the UMB Fund Services, Inc. post office box, of purchase orders or redemption requests does not constitute receipt by the Transfer Agent.

Telephone Redemption. If you have been authorized to perform telephone transactions (either by completing the required portion of your Account Application or by subsequent arrangement in writing with the Fund), you may redeem shares, up to $100,000, by instructing the Funds by telephone at 877‑807‑4122. Telephone redemptions will not be made if you have notified the Transfer Agent of a change of address within 15 calendar days before the redemption request. If you hold your shares through an IRA, you may not redeem shares by telephone.

All telephone calls are recorded for your protection. Written confirmation will be provided for all purchase and redemption transactions initiated by telephone.

Wire Redemption. Wire transfers may be arranged to redeem shares for amounts of $1,000 or more. The Transfer Agent charges a fee, currently $15 per wire, which will be deducted from your proceeds on a complete or share-specific trade. The fee will be deducted from your remaining account balance on dollar specific redemptions.

Systematic Withdrawal Plan. Each Fund offers a systematic withdrawal plan (the “SWP”) on behalf of the Fund’s Investor Class, Class A and Class C shares whereby shareholders or their representatives may request a redemption in a specific dollar amount be sent to them each month, calendar quarter or annually. Investors may choose to have a check sent to the address of record, or proceeds may be sent to a pre-designated bank account via the ACH network. To start the SWP, your account must have Fund shares with a value of at least $10,000, and the minimum amount that may be withdrawn is $100 per payment. The SWP may be terminated or modified by the Funds at any time. Any request to change or terminate your SWP should be communicated in writing or by telephone to the Transfer Agent no later than five days before the next scheduled withdrawal. A withdrawal under the SWP involves a redemption of Fund shares, and may result in a capital gain or loss for federal income tax purposes. In addition, if the amount withdrawn exceeds the amounts credited to your account, the account ultimately may be depleted. To establish the SWP, complete the SWP section of the Account Application. Please call 877-807-4122 for additional information regarding the SWP.

Right to Redeem an Account. Each Fund reserves the right to redeem the shares of any shareholder whose account balance is less than $1,000, other than as a result of a decline in the NAV or for market reasons. A Fund will provide shareholders with written notice 30 days prior to redeeming the shareholder’s account. A redemption by a Fund may result in a capital gain or loss for federal income tax purposes.

Exchanging or Converting Shares

Exchanging Shares. You may exchange all or a portion of your investment from the share class of one Smead Fund to an identically registered account in the same share class of another Smead Fund. Any new account established through an exchange will be subject to the minimum investment requirements described above under “How to Purchase Shares,” unless the account qualifies for a waiver of the initial investment requirement. Exchanges will be executed on the basis of the relative NAV of the shares exchanged. An exchange is considered to be a sale of shares for federal income tax purposes on which you may realize a taxable capital gain or loss.

Converting Shares. Shareholders may elect on a voluntary basis to convert their shares in one class of a Fund into shares of a different class of the same Fund, subject to satisfying the eligibility requirements for investment in the new share class. Shares may only be converted into a share class with a lower expense ratio than the original share class. A conversion from one class to another class within the same Fund will not be a taxable transaction. Class C shares of a Fund are eligible for automatic conversion to Class A shares of the same Fund approximately eight years after the date of each original purchase. For more information regarding this automatic conversion, please see “Choosing a Share Class – Automatic Conversion to Class A Shares,” above.

An investor may directly or through his or her financial intermediary contact a Fund to request a voluntary conversion between share classes of the same Fund as described above. You may be required to provide sufficient information to establish eligibility to convert to the new share class. All permissible conversions will be made on the basis of the relevant NAVs of the two classes without the imposition of any sales load, redemption fee or other charge. A share conversion within a Fund will not result in a capital gain or loss for federal income tax purposes. The Funds may change, suspend or terminate this conversion feature at any time.

Call the Funds (toll-free) at 877‑807‑4122 to learn more about share conversions.

Tools to Combat Frequent Transactions

Each Fund is intended for long-term investors. Short-term “market-timers” who engage in frequent purchases and redemptions may disrupt a Fund’s investment program and create additional transaction costs that are borne by that Fund’s shareholders. The Board of Trustees has adopted policies and procedures that are designed to discourage excessive, short-term trading and other abusive trading practices that may disrupt portfolio management strategies and harm performance. Each Fund takes steps to reduce the frequency and effect of these activities in the respective Fund. These steps may include, among other things, monitoring trading activity and using fair value pricing procedures, as determined by the Board of Trustees, when the Adviser determines current market prices are not readily available. Although these efforts are designed to discourage abusive trading practices, these tools cannot eliminate the possibility that such activity will occur. Each Fund seeks to exercise its judgment in implementing these tools to the best of its abilities in a manner that it believes is consistent with shareholder interests. Except as noted herein, each Fund applies all restrictions uniformly in all applicable cases.

Monitoring Trading Practices. Each Fund monitors selected trades in an effort to detect excessive short-term trading activities. If, as a result of this monitoring, a Fund believes that a shareholder has engaged in excessive short-term trading, it may, in its discretion, ask the shareholder to stop such activities or refuse to process purchases in the shareholder’s accounts. In making such judgments, a Fund seeks to act in a manner that it believes is consistent with the best interests of its shareholders. The Funds use a variety of techniques to monitor for and detect abusive trading practices. These techniques may change from time to time as determined by a Fund in its sole discretion. To minimize harm to a Fund and its shareholders, the

Fund reserves the right to reject any purchase order (but not a redemption request), in whole or in part, for any reason and without prior notice. Each Fund may decide to restrict purchase and sale activity in its shares based on various factors, including whether frequent purchase and sale activity will disrupt portfolio management strategies and adversely affect Fund performance.

Fair Value Pricing. Each Fund employs fair value pricing selectively to ensure greater accuracy in its daily NAV and to prevent dilution by frequent traders or market timers who seek to take advantage of temporary market anomalies. The Board of Trustees has developed procedures which utilize fair value pricing when reliable market quotations are not readily available or a Fund’s pricing service does not provide a valuation (or provides a valuation that, in the judgment of the Adviser, does not represent the security’s fair value), or when, in the judgment of the Adviser, events have rendered the fair market value unreliable. Valuing securities at fair value involves reliance on judgment. Fair value determinations are made in good faith in accordance with procedures adopted by the Board of Trustees. There can be no assurance that a Fund will obtain the fair value assigned to a security if it were to sell the security at approximately the time at which a Fund determines its NAV per share. More detailed information regarding fair value pricing can be found in this Prospectus under the heading entitled “Share Price.”

Due to the complexity and subjectivity involved in identifying abusive trading activity and the volume of shareholder transactions a Fund handles, there can be no assurance that the Fund’s efforts will identify all trades or trading practices that may be considered abusive. In particular, since a Fund receives purchase and sale orders through Authorized Intermediaries that use group or omnibus accounts, a Fund cannot always detect frequent trading. However, each Fund will work with Authorized Intermediaries as necessary to discourage shareholders from engaging in abusive trading practices and to impose restrictions on excessive trades. In this regard, each Fund has entered into information sharing agreements with Authorized Intermediaries pursuant to which these intermediaries are required to provide to the Fund, at the Fund’s request, certain information relating to their customers investing in the Fund through non-disclosed or omnibus accounts. A Fund will use this information to attempt to identify abusive trading practices. Authorized Intermediaries are contractually required to follow any instructions from a Fund to restrict or prohibit future purchases from shareholders that are found to have engaged in abusive trading in violation of the Fund’s policies. However, each Fund cannot guarantee the accuracy of the information provided to it from Authorized Intermediaries and cannot ensure that it will always be able to detect abusive trading practices that occur through non-disclosed and omnibus accounts. As a result, each Fund’s ability to monitor and discourage abusive trading practices in non-disclosed and omnibus accounts may be limited.

Other Fund Policies

Telephone Transactions. If you elect telephone privileges on the account application or in a letter to a Fund, you may be responsible for any fraudulent telephone orders as long as the Fund has taken reasonable precautions to verify your identity. In addition, once you place a telephone transaction request, it cannot be canceled or modified.

During periods of significant economic or market change, telephone transactions may be difficult to complete. If you are unable to contact a Fund by telephone, you may also mail your requests to the Fund at the address listed previously in the “How to Purchase Shares” section.

Telephone trades must be received by or prior to market close. During periods of high market activity, shareholders may encounter higher than usual call waiting times. Please allow sufficient time to ensure that you will be able to complete your telephone transaction prior to the close of the NYSE (generally 4:00 p.m., Eastern Time).

Neither a Fund nor any of its service providers will be liable for any loss or expense in acting upon instructions that are reasonably believed to be genuine. If an account has more than one owner or authorized person, the Fund will accept telephone instructions from any one owner or authorized person. To confirm that all telephone instructions are genuine, a Fund will use reasonable procedures, such as requesting:

•

that you correctly state your Fund account number;

•

the name in which your account is registered; or

•

the Social Security or taxpayer identification number under which the account is registered.

Redemption in Kind. Each Fund generally pays redemption proceeds in cash. However, the Trust has filed a notice of election under Rule 18f-1 under the 1940 Act with the SEC, under which the Trust has reserved the right to redeem in kind under certain circumstances, meaning that redemption proceeds are paid in liquid securities with a fair market value equal to the redemption price. Specifically, if the amount you are redeeming during any 90-day period is in excess of the lesser of $250,000 or 1% of the net assets of a Fund, valued at the beginning of such period, the Fund has the right to redeem your shares by giving you the amount that exceeds the lesser of $250,000 or 1% of the net assets of the Fund in securities instead of cash. For federal income tax purposes, redemptions in kind are taxed in the same manner to a redeeming shareholder as redemptions paid in cash.

Policies of Other Financial Intermediaries. An Authorized Intermediary may establish policies that differ from those of the Fund. For example, the institution may charge transaction fees, set higher minimum investments or impose certain limitations on buying or selling shares in addition to those identified in this Prospectus. Please contact your Authorized Intermediary for details. Shares of the Funds have not been registered for sale outside of the United States.

Householding. In an effort to decrease costs, the Funds intend to reduce the number of duplicate prospectuses, supplements and other shareholder documents you receive by sending only one copy of each to those addresses shared by two or more accounts and to shareholders we reasonably believe are from the same family or household. If you would like to discontinue householding for your accounts, please call toll-free at 877-807-4122 to request individual copies of these documents. Once a Fund receives notice to stop householding, we will begin sending individual copies thirty days after receiving your request. This policy does not apply to account statements.

Inactive Accounts. Your mutual fund account may be transferred to your state of residence if no activity occurs within your account during the “inactivity period” specified in your state’s abandoned property laws. If a Fund is unable to locate an investor, it will determine whether the investor’s account can legally be considered abandoned. Each Fund is legally obligated to escheat (or transfer) abandoned property to the appropriate state’s unclaimed property administrator in accordance with statutory requirements. The investor’s last known address of record determines which state has jurisdiction.

Closure of a Fund. The Adviser retains the right to close a Fund (or partially close a Fund) to new purchases if it is determined to be in the best interest of shareholders. Based on market and Fund conditions, the Adviser may decide to close a Fund to new investors, all investors or certain classes of investors (such as fund supermarkets) at any time. If a Fund is closed to new purchases it will continue to honor redemption requests, unless the right to redeem shares has been temporarily suspended as permitted by federal law.

Limitations on Shareholder Derivative Actions

Shareholders of the Trust or any series thereof, including each Fund, may not bring a derivative action to enforce a right of the Trust or an affected series, as applicable, unless the following requirements, described in Article VII, Section 2, of the Trust’s Declaration of Trust, have been met:

(a)

shareholder may bring a derivative action only if the shareholder makes a pre-suit written demand upon the Board of Trustees which complies with the requirements of Article VIII, Section 2(a)(iii) of the Declaration of Trust;

(b)

shareholders owning shares representing at least 10% of the voting power of the Trust or the affected series, as applicable, must join in bringing the derivative action;

(c)

those Trustees who are not deemed to be “interested persons” of the Trust (as defined in the 1940 Act) will consider the merits of the claim within 30 calendar days of the receipt of such demand;

(d)

if those Trustees determine that maintaining a suit would not be in the best interests of the Trust or the affected series, the complaining shareholders will be barred from commencing the derivative action; and

(e)

if those Trustees determine that such a suit should be maintained, then the officers of the Trust will initiate the suit directly rather than derivatively.

Please be advised that the provisions set forth in clauses (b), (d) and (e) above do not apply to claims arising under the federal securities laws.

Distribution of Fund Shares

The Distributor

The Distributor, UMB Distribution Services, LLC, is located at 235 West Galena Street, Milwaukee, Wisconsin 53212, and serves as distributor and principal underwriter to the Funds. The Distributor is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. Shares of the Funds are offered on a continuous basis.

Payments to Financial Intermediaries

The Adviser, out of its own resources, and without additional cost to a Fund or its shareholders, may provide additional cash payments or non-cash compensation to intermediaries who sell shares of the Fund. Such payments and compensation are in addition to distribution and/or service fees paid by a Fund. These additional cash payments are generally made to intermediaries that provide shareholder servicing, marketing support and/or access to sales meetings, sales representatives and management representatives of the intermediary. Cash compensation may also be paid to intermediaries for inclusion of the Fund on a sales list, including a preferred or select sales list, in other sales programs or as an expense reimbursement in cases where the intermediary provides shareholder services to a Fund’s shareholders. Additionally, such cash compensation may be paid to intermediaries for the opportunity for a Fund to be sold through the intermediaries’ sales forces or to have access to third-party platforms or other marketing programs, including but not limited to mutual fund “supermarket” platforms or other sales programs. Flat fees on a one-time or irregular basis may be made for the initial set-up of a Fund on an intermediary’s systems, participation or attendance at an intermediary’s meetings, or for other reasons. The Adviser may also pay cash compensation in the form of finder’s fees that vary depending on the dollar amount of the shares sold. If a dealer is paid a finder’s fee during year one, that dealer will not receive a 12b-1 fee until year two.

Distributions and Taxes

Distributions

Each Fund will make distributions of net investment income and net capital gain, if any, at least annually, typically during the month of December. Each Fund may make additional distributions if it deems it desirable at another time during any year.

All distributions will be reinvested in additional Fund shares unless you choose one of the following options: (1) receive distributions of net capital gain in cash, while reinvesting net investment income distributions in additional Fund shares; (2) receive all distributions in cash; or (3) reinvest net capital gain distributions in additional Fund shares, while receiving distributions of net investment income in cash.

If you wish to change your distribution option, write by regular mail to Smead Funds, c/o UMB Fund Services, Inc., P.O. Box 2175, Milwaukee, Wisconsin 53201-2175, by overnight or express mail to Smead Funds, c/o UMB Fund Services, Inc., 235 West Galena Street, Milwaukee, Wisconsin 5212-3948, or call the Transfer Agent at 877-807-4122 in advance of the payment date of the distribution. However, any such change will be effective only as to distributions for which the record date is five or more business days after the Transfer Agent receives the request.

If you elect to receive distributions in cash and the U.S. Postal Service is unable to deliver your check, or if a check remains uncashed for six months, each Fund reserves the right to reinvest the distribution check in your account at the Fund’s then current NAV per share and to reinvest all subsequent distributions.

Federal Income Tax Consequences

Changes in income tax laws potentially with retroactive effect, could impact a Fund’s investments or the tax consequences to you of investing in a Fund. Some of the changes could affect the timing, amount and tax treatment of a Fund’s distributions made to shareholders. Please consult your tax adviser before investing.

Distributions of a Fund’s investment company taxable income (which includes, but is not limited to, interest, dividends and net short-term capital gain), if any, are generally taxable to such Fund’s shareholders as ordinary income. For non-corporate shareholders, to the extent that a Fund’s distributions of investment company taxable income are attributable to and reported as “qualified dividend” income, such income may be subject to tax at the reduced federal income tax rates applicable to net long-term capital gains, if certain holding period requirements have been satisfied by such Fund and the shareholder. For corporate shareholders, a portion of a Fund’s distributions of investment company taxable income may qualify for the intercorporate dividends-received deduction to the extent that Fund receives dividends directly or indirectly from U.S. corporations, reports the amount distributed as eligible for deduction and the corporate shareholder meets certain holding period requirements with respect to its shares. To the extent that a Fund’s distributions of investment company taxable income are attributable to net short-term capital gain, such distributions will be treated as ordinary income and generally cannot be offset by a shareholder’s capital losses from other investments.

Distributions of a Fund’s net capital gain (net long-term capital gain less net short-term capital loss) are generally taxable to the Fund’s shareholders as long-term capital gain regardless of the length of time that a shareholder has owned Fund shares. Distributions of net capital gain are not eligible for qualified dividend income treatment or the dividends-received deduction referred to in the previous paragraph.

You will be taxed in the same manner whether you receive your distributions (whether of investment company taxable income or net capital gain) in cash or reinvest them in additional Fund shares.

Distributions are generally taxable to fund shareholders when received. However, distributions declared in October, November or December to shareholders of record and paid the following January are taxable as if received on December 31.

In addition to the federal income tax, certain individuals, trusts and estates may be subject to a Net Investment Income (“NII”) tax of 3.8%. The NII tax is imposed on the lesser of: (i) a taxpayer’s investment income, net of deductions properly allocable to such income, or (ii) the amount by which such taxpayer’s modified adjusted gross income exceeds certain thresholds ($250,000 for married individuals filing jointly, $200,000 for unmarried individuals and $125,000 for married individuals filing separately). A Fund’s distributions are includable in a shareholder’s investment income for purposes of this NII tax. In addition, any capital gain realized by a shareholder upon a sale, exchange or redemption of Fund shares is includable in such shareholder’s investment income for purposes of this NII tax.

Shareholders who sell, exchange or redeem shares generally will have a capital gain or loss from the sale, exchange or redemption. The amount of the gain or loss and the applicable rate of federal income tax will depend generally upon the amount paid for the shares, the amount received from the sale, exchange or redemption (including redemptions in-kind), and how long the shares were held by a shareholder. Gain or loss realized upon a sale, exchange or redemption of Fund shares will generally be treated as long-term capital gain or loss if the shares have been held for more than one year and, if held for one year or less, as short-term capital gain or loss. Any loss arising from the sale, exchange or redemption of shares held for six months or less, however, is treated as a long-term capital loss to the extent of any distributions of net capital gain received or deemed to be received with respect to such shares. In determining the holding period of such shares for this purpose, any period during which your risk of loss is offset by means of options, short sales or similar transactions is not counted. If you purchase Fund shares (through reinvestment of distributions or otherwise) within 30 days before or after selling, exchanging or redeeming shares of the same Fund at a loss, all or part of your loss will not be deductible and will instead increase the basis of the new shares.

Each Fund is required to report to the Internal Revenue Service (“IRS”) and certain shareholders the cost basis of Fund shares when such shareholders subsequently sell, exchange or redeem those shares. A Fund will determine cost basis using the average cost method unless you elect in writing any alternate IRS-approved cost basis method. Please see the SAI for more information regarding cost basis reporting.

The federal income tax status of all distributions made by a Fund for the preceding year will be annually reported to shareholders. Distributions made by a Fund may also be subject to state and local taxes. Additional tax information may be found in the SAI.

This section is not intended to be a full discussion of federal income tax laws and the effect of such laws on you. There may be other federal, state, foreign, or local tax considerations applicable to a particular investor. This discussion is based on the Internal Revenue Code of 1986, as amended, Treasury Regulations, judicial decisions, and IRS guidance, all of which are subject to change, and possibly with retroactive effect. No assurance can be given that legislative, judicial, or administrative changes will not be forthcoming which would affect the accuracy of any statements made in this section. You are urged to consult your own tax adviser.

Financial Highlights

Financial information for the International Value Fund is not available because the Fund commenced operations on January 12, 2022. However, financial information for the Smead International Value Fund LP, the Predecessor Fund, can be found in the SAI, which is available upon request.

The following financial highlights tables show the financial performance information for the Investor Class, Class A, Class I1, Class R1, Class R2 and Class Y shares of the Value Fund for the fiscal years ended November 30, 2017, 2018, 2019, 2020 and 2021 and for the Class C shares of the Value Fund for the period of commencement of operations on April 16, 2020 through November 30, 2020 and for the fiscal year ended November 30, 2021. Certain information reflects financial results for a single Fund share. The total returns in the table represents the rate that you would have earned or lost on an investment in the Fund (assuming you reinvested all distributions). This information has been audited by Cohen & Company, Ltd., the independent registered public accounting firm of the Fund, whose report, along with the Value Fund’s financial statements, are included in the Fund’s 2021 Annual Report to Shareholders, which is available upon request.


			Income from investment operations									Less distributions paid
	Net Asset Value, Beginning of Period		Net investment income⁽¹⁾			Net realized and unrealized gain/(loss) on investments			Total from investment operations			Distributions from net investment income			Distributions from net realized gain on investments			Total distributions paid
Investor Class
November 30, 2021	$	49.68	$	0.17		$	20.49		$	20.66		$	(0.35	)	$	(0.36	)	$	(0.71	)
November 30, 2020		51.55		0.52			(0.47	)		0.05			(0.35	)		(1.57	)		(1.92	)
November 30, 2019		49.13		0.33			5.19			5.52			—			(3.10	)		(3.10	)
November 30, 2018		47.29		0.19			3.75			3.94			(0.10	)		(2.00	)		(2.10	)
November 30, 2017		39.79		0.15			8.57			8.72			(0.19	)		(1.03	)		(1.22	)

Class A
November 30, 2021		49.32		0.17			20.32			20.49			(0.37	)		(0.36	)		(0.73	)
November 30, 2020		51.20		0.50			(0.45	)		0.05			(0.36	)		(1.57	)		(1.93	)
November 30, 2019		48.82		0.33			5.15			5.48			—			(3.10	)		(3.10	)
November 30, 2018		47.03		0.22			3.72			3.94			(0.15	)		(2.00	)		(2.15	)
November 30, 2017		39.62		0.20			8.50			8.70			(0.26	)		(1.03	)		(1.29	)

Class C
November 30, 2021		48.70		(0.18	)		20.00			19.82			(0.46	)		(0.36	)		(0.82	)
November 30, 2020⁽⁵⁾		36.22		0.08			12.40	⁽⁶⁾		12.48			—			—			—

Class I1
November 30, 2021		49.78		0.34			20.47			20.81			(0.49	)		(0.36	)		(0.85	)
November 30, 2020		51.65		0.62			(0.43	)		0.19			(0.49	)		(1.57	)		(2.06	)
November 30, 2019		49.10		0.47			5.19			5.66			(0.01	)		(3.10	)		(3.11	)
November 30, 2018		47.33		0.33			3.72			4.05			(0.28	)		(2.00	)		(2.28	)
November 30, 2017		39.87		0.28			8.56			8.84			(0.35	)		(1.03	)		(1.38	)

Class R1
November 30, 2021		48.81		(0.03	)		20.21			20.18			(0.21	)		(0.36	)		(0.57	)
November 30, 2020		50.46		0.38			(0.46	)		(0.08	)		—			(1.57	)		(1.57	)
November 30, 2019		48.30		0.19			5.07			5.26			—			(3.10	)		(3.10	)
November 30, 2018		46.57		0.06			3.69			3.75			(0.02	)		(2.00	)		(2.02	)
November 30, 2017		39.33		0.06			8.45			8.51			(0.24	)		(1.03	)		(1.27	)

Class R2
November 30, 2021		50.43		0.08			20.75			20.83			(0.28	)		(0.36	)		(0.64	)
November 30, 2020		52.43		0.41			(0.45	)		(0.04	)		(0.39	)		(1.57	)		(1.96	)
November 30, 2019		50.01		0.32			5.20			5.52			—			(3.10	)		(3.10	)
November 30, 2018		46.73		(0.16	)		5.49			5.33			(0.05	)		(2.00	)		(2.05	)
November 30, 2017		39.40		0.08			8.47			8.55			(0.19	)		(1.03	)		(1.22	)

Class Y
November 30, 2021		49.86		0.40			20.51			20.91			(0.55	)		(0.36	)		(0.91	)
November 30, 2020		51.73		0.61			(0.35	)		0.26			(0.56	)		(1.57	)		(2.13	)
November 30, 2019		49.19		0.53			5.19			5.72			(0.08	)		(3.10	)		(3.18	)
November 30, 2018		47.40		0.40			3.73			4.13			(0.34	)		(2.00	)		(2.34	)
November 30, 2017		39.92		0.35			8.57			8.92			(0.41	)		(1.03	)		(1.44	)

⁽¹⁾	Based on average shares outstanding.

⁽²⁾	Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of dividends.

⁽³⁾	Includes a non-recurring reimbursement from service provider. Excluding this non-recurring reimbursement, the Ratio of expenses to average net assets after waivers and recoupment of expenses would have been 1.25%, 1.18%, 0.98%, 1.49%, 1.43% and 0.83%, respectively.

⁽⁴⁾	Includes a non-recurring reimbursement from service provider. Excluding this non-recurring reimbursement, the Ratio of net investment income to average net assets after waivers and recoupment of expenses would have been 0.34%, 0.45%, 0.65%, 0.13%, 0.18% and 0.80%, respectively.


							Ratio of expenses to average net assets						Ratio of net investment income (loss) to average net assets
Net Asset Value, End of Period		Total Return⁽²⁾			Net assets at end of period (000’s)		Before waivers and recoupment of expenses			After waivers and recoupment of expenses			Before waivers and recoupment of expenses			After waivers and recoupments of expenses			Portfolio turnover rate

	$69.63		42.10	%	$	109,938		1.19	%		1.19	%		0.27	%		0.27	%		17.40	%
	49.68		0.09	%		79,894		1.22	%		1.22	%		1.16	%		1.16	%		40.26	%
	51.55		12.38	%		117,805		1.24	%		1.24	%		0.71	%		0.71	%		20.75	%
	49.13		8.65	%		136,278		1.24	%		1.26	%		0.43	%		0.41	%		10.98	%
	47.29		22.51	%		155,602		1.25	%		1.23	%⁽³⁾		0.34	%		0.36	%⁽⁴⁾		20.04	%


	69.08		42.11	%		274,607		1.20	%		1.20	%		0.27	%		0.27	%		17.40	%
	49.32		0.08	%		105,555		1.23	%		1.23	%		1.14	%		1.14	%		40.26	%
	51.20		12.35	%		119,181		1.24	%		1.24	%		0.72	%		0.72	%		20.75	%
	48.82		8.80	%		122,653		1.19	%		1.19	%		0.47	%		0.47	%		10.98	%
	47.03		22.51	%		163,989		1.18	%		1.16	%⁽³⁾		0.45	%		0.46	%⁽⁴⁾		20.04	%


	67.70		41.29	%		16,544		1.76	%		1.76	%		(0.27	)%		(0.27	)%		17.40	%
	48.70		34.46	%⁽⁷⁾		199		1.85	%⁽⁸⁾		1.84	%⁽⁸⁾		0.27	%⁽⁸⁾		0.28	%⁽⁸⁾		40.26	%⁽⁷⁾


	69.74		42.43	%		2,417,546		0.93	%		0.93	%		0.54	%		0.54	%		17.40	%
	49.78		0.36	%		947,872		0.97	%		0.97	%		1.40	%		1.40	%		40.26	%
	51.65		12.67	%		1,066,128		0.97	%		0.97	%		1.00	%		1.00	%		20.75	%
	49.10		8.93	%		963,978		0.97	%		0.98	%		0.72	%		0.70	%		10.98	%
	47.33		22.86	%		897,547		0.98	%		0.96	%⁽³⁾		0.65	%		0.67	%⁽⁴⁾		20.04	%


	68.42		41.75	%		171		1.49	%		1.49	%		(0.05	)%		(0.05	)%		17.40	%
	48.81		(0.18	)%		291		1.52	%		1.52	%		0.85	%		0.85	%		40.26	%
	50.46		12.01	%		872		1.55	%		1.55	%		0.43	%		0.43	%		20.75	%
	48.30		8.47	%		792		1.50	%		1.50	%		0.12	%		0.12	%		10.98	%
	46.57		22.14	%		1,779		1.49	%		1.48	%⁽³⁾		0.13	%		0.15	%⁽⁴⁾		20.04	%


	70.62		41.78	%		95		1.40	%		1.40	%		0.11	%		0.11	%		17.40	%
	50.43		(0.10	)%		73		1.43	%		1.43	%		0.91	%		0.91	%		40.26	%
	52.43		12.12	%		74		1.44	%		1.44	%		0.66	%		0.66	%		20.75	%
	50.01		11.88	%		10		1.44	%		1.49	%		(0.28	)%		(0.33	)%		10.98	%
	46.73		22.28	%		1,263		1.43	%		1.41	%⁽³⁾		0.18	%		0.20	%⁽⁴⁾		20.04	%


	69.86		42.62	%		242,387		0.84	%		0.84	%		0.63	%		0.62	%		17.40	%
	49.86		0.48	%		91,824		0.88	%		0.84	%		1.32	%		1.36	%		40.26	%
	51.73		12.81	%		15,443		0.86	%		0.84	%		1.12	%		1.14	%		20.75	%
	49.19		9.11	%		13,787		0.86	%		0.84	%		0.84	%		0.86	%		10.98	%
	47.40		23.04	%		12,934		0.83	%		0.81	%⁽³⁾		0.80	%		0.82	%⁽⁴⁾		20.04	%

⁽⁵⁾	Class C shares commenced operations on April 16, 2020.

⁽⁶⁾	The amount shown for a share outstanding throughout the year does not correspond with the change in aggregate gains and losses in the portfolio of securities during the year because of the timing of sales and purchases of fund shares in relation to fluctuating values during the year.

⁽⁷⁾	Not annualized for periods of less than one year.

⁽⁸⁾	Annualized for periods of less than one year.

EXHIBIT A – SALES CHARGE WAIVERS

The availability of certain sales charge waivers and discounts will depend on whether you purchase your shares directly from the Fund or through a financial intermediary. Intermediaries may have different policies and procedures regarding the availability of front-end sales load waivers or contingent deferred (back-end) sales load (“CDSC”) waivers, which are discussed below. In all instances, it is the purchaser’s responsibility to notify the Fund or the purchaser’s financial intermediary at the time of purchase of any relationship or other facts qualifying the purchaser for sales charge waivers or discounts. For waivers and discounts not available through a particular intermediary, shareholders will have to purchase Fund shares directly from the Fund or through another intermediary to receive these waivers or discounts.

MERRILL LYNCH

Shareholders purchasing Fund shares through a Merrill Lynch platform or account will be eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this Fund’s prospectus or SAI.

Front-end Sales Load Waivers on Class A Shares available at Merrill Lynch

Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan

Shares purchased by a 529 Plan (does not include 529 Plan units or 529 specific share classes or equivalents)

Shares purchased through a Merrill Lynch affiliated investment advisory program

Shares exchanged due to the holdings moving from a Merrill Lynch affiliated investment advisory program to a Merrill Lynch brokerage (non-advisory) account pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers

Shares purchased by third party investment advisors on behalf of their advisory clients through Merrill Lynch’s platform

Shares of funds purchased through the Merrill Edge Self-Directed platform (if applicable)

Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family)

Shares exchanged from Class C (i.e. level-load) shares of the same fund pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers

Employees and registered representatives of Merrill Lynch or its affiliates and their family members

Directors or Trustees of the Fund, and employees of the Fund’s investment adviser or any of its affiliates, as described in the this prospectus

Eligible shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement). Automated transactions (i.e. systematic purchases and withdrawals) and purchases made after shares are automatically sold to pay Merrill Lynch’s account maintenance fees are not eligible for reinstatement

CDSC Waivers on Class A Shares and Class C Shares available at Merrill Lynch

Death or disability of the shareholder

Shares sold as part of a systematic withdrawal plan as described in the Fund’s prospectus

Return of excess contributions from an IRA Account

Shares sold as part of a required minimum distribution for IRA and retirement accounts pursuant to the Internal Revenue Code

Shares sold to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch

Shares acquired through a right of reinstatement

Shares held in retirement brokerage accounts, that are exchanged for a lower cost share class due to transfer to certain fee based accounts or platforms (applicable to A and C shares only)

Shares received through an exchange due to the holdings moving from a Merrill Lynch affiliated investment advisory program to a Merrill Lynch brokerage (non-advisory) account pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers

Front-end load Discounts Available at Merrill Lynch:

Breakpoints, Rights of Accumulation & Letters of Intent

Breakpoints as described in this prospectus.

Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts as described in the Fund’s prospectus will be automatically calculated based on the aggregated holding of fund family assets held by accounts (including 529 program holdings, where applicable) within the purchaser’s household at Merrill Lynch. Eligible fund family assets not held at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets

Letters of Intent (LOI) which allow for breakpoint discounts based on anticipated purchases within a fund family, through Merrill Lynch, over a 13-month period of time (if applicable)

RAYMOND JAMES

Raymond James & Associates, Inc., Raymond James Financial Services, Inc. and each entity’s affiliates (“Raymond James”)

Effective March 1, 2020, shareholders purchasing fund shares through a Raymond James platform or account, or through an introducing broker-dealer or independent registered investment adviser for which Raymond James provides trade execution, clearance, and/or custody services, will be eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this fund’s prospectus or SAI.

Front-end sales load waivers on Class A shares available at Raymond James

•

Shares purchased in an investment advisory program.

•

Shares purchased within the same fund family through a systematic reinvestment of capital gains and dividend distributions.

•

Employees and registered representatives of Raymond James or its affiliates and their family members as designated by Raymond James.

•

Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement).

•

A shareholder in the Fund’s Class C shares will have their shares converted at net asset value to Class A shares (or the appropriate share class) of the Fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Raymond James.

CDSC Waivers on Classes A, B and C shares available at Raymond James

•

Death or disability of the shareholder.

•

Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus.

•

Return of excess contributions from an IRA Account.

•

Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable IRS regulations as described in the Fund’s Prospectus.

•

Shares sold to pay Raymond James fees but only if the transaction is initiated by Raymond James.

•

Shares acquired through a right of reinstatement.

Front-end load discounts available at Raymond James: breakpoints, rights of accumulation, and/or letters of intent

•

Breakpoints as described in this prospectus.

•

Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Raymond James. Eligible fund family assets not held at Raymond James may be included in the calculation of rights of accumulation only if the shareholder notifies his or her financial advisor about such assets.

•

Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13-month time period. Eligible fund family assets not held at Raymond James may be included in the calculation of letters of intent only if the shareholder notifies his or her financial advisor about such assets.

PRIVACY NOTICE

Each Fund collects non-public personal information about you from the following sources:

•

information we receive about you on applications or other forms;

•

information you give us orally; and/or

•

information about your transactions with us or others.

We do not disclose any non-public personal information about our shareholders or former shareholders without the shareholder’s authorization, except as permitted by law or in response to inquiries from governmental authorities. We may share information with affiliated parties and unaffiliated third parties with whom we have contracts for servicing a Fund. We will provide unaffiliated third parties with only the information necessary to carry out their assigned responsibility. All shareholder records will be disposed of in accordance with applicable law. We maintain physical, electronic and procedural safeguards to protect your non-public personal information and require third parties to treat your non-public personal information with the same high degree of confidentiality.

In the event that you hold shares of a Fund through a financial intermediary, including, but not limited to, a broker-dealer, bank or trust company, the privacy policy of your financial intermediary would govern how your non-public personal information would be shared with unaffiliated third parties.

Investment Adviser

Smead Capital Management, Inc.

2777 East Camelback Road, Suite 375

Phoenix, AZ 85016

Independent Registered Public Accounting Firm

Cohen & Company, Ltd.

1350 Euclid Avenue

Suite 800

Cleveland, Ohio 44115

Legal Counsel

Godfrey & Kahn, S.C.

833 East Michigan Street, Suite 1800

Milwaukee, Wisconsin 53202

Custodian, Fund Accountant and Fund Administrator

State Street Bank and Trust Company

One Lincoln Street

Boston, Massachusetts 02111

Transfer Agent and Dividend Paying Agent

UMB Fund Services, Inc.

235 West Galena Street

Milwaukee, Wisconsin 53212-3948

Distributor

UMB Distribution Services, LLC

235 West Galena Street

Milwaukee, Wisconsin 53212

Smead International Value Fund and

Smead Value Fund

each, a series of Smead Funds Trust

FOR MORE INFORMATION

You can find more information about the Funds in the following documents:

Statement of Additional Information

The Funds’ SAI provides additional details about the investments and techniques of each Fund and certain other additional information. A current SAI is on file with the SEC and is incorporated into this Prospectus by reference. This means that the SAI is legally considered a part of this Prospectus even though it is not physically within this Prospectus.

Annual and Semi-Annual Reports

The Funds’ annual and semi-annual reports provide the most recent financial reports and portfolio listings. The annual report contains a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance during the Funds’ last fiscal year.

You can obtain a free copy of these documents, request other information or make general inquiries about a Fund by calling the Funds (toll-free) at 877-807-4122, by visiting the Funds’ website at https://smeadcap.com/smead-funds/ or by writing to:


Regular Mail		Overnight or Express Mail
Smead Funds c/o UMB Fund Services, Inc. P.O. Box 2175 Milwaukee, Wisconsin 53201-2175		Smead Funds c/o UMB Fund Services, Inc. 235 West Galena Street Milwaukee, Wisconsin 53212-3948

Reports and other information about the Funds are also available:

•

free of charge from the SEC’s EDGAR database on the SEC’s Internet website at http://www.sec.gov; or

•

for a fee, by electronic request at the following e-mail address: publicinfo@sec.gov.

(The Trust’s SEC Investment Company Act file number is 811‑22985)

Smead Value Fund

Class I2 Shares (SVFIX)*

Class R3 Shares (SVFRX)*

Class R4 Shares (SVFLX)*

Prospectus

March 30, 2022

*These share classes are not yet in operation and thus are not currently offered for purchase by the Smead Value Fund.

Smead Funds Trust (the “Trust”)

Smead Value Fund

a series of the Trust

TABLE OF CONTENTS


FUND SUMMARY – SMEAD VALUE FUND			1

INVESTMENT STRATEGIES, RELATED RISKS AND DISCLOSURE OF PORTFOLIO HOLDINGS			7

INVESTMENT OBJECTIVE			7
PRINCIPAL INVESTMENT STRATEGIES			7
PRINCIPAL RISKS			8
PORTFOLIO HOLDINGS INFORMATION			10

MANAGEMENT OF THE FUND			11

THE ADVISER			11
PORTFOLIO MANAGERS			12

SHAREHOLDER INFORMATION			12

CHOOSING A SHARE CLASS			12
RULE 12B‑1 DISTRIBUTION PLAN			14
SHAREHOLDER SERVICING PLAN			14
SHARE PRICE			15
HOW TO PURCHASE SHARES			16
HOW TO REDEEM SHARES			19
EXCHANGING OR CONVERTING SHARES			22
TOOLS TO COMBAT FREQUENT TRANSACTIONS			23
OTHER FUND POLICIES			24
LIMITATIONS ON SHAREHOLDER DERIVATIVE ACTIONS			25

DISTRIBUTION OF FUND SHARES			25

THE DISTRIBUTOR			25
PAYMENTS TO FINANCIAL INTERMEDIARIES			26

DISTRIBUTIONS AND TAXES			26

DISTRIBUTIONS			26
FEDERAL INCOME TAX CONSEQUENCES			26

FINANCIAL HIGHLIGHTS			29

Fund Summary – Smead Value Fund

Investment Objective. The investment objective of the Smead Value Fund (the “Fund”) is long-term capital appreciation.


Shareholder Fees (fees paid directly from your investment)	Class I2 shares	Class R3 shares	Class R4 shares
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None	None	None


Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)	Class I2 Shares	Class R3 Shares	Class R4 Shares
Management Fees	0.75%	0.75%	0.75%
Rule 12b‑1 Fees	None	0.50%	0.25%
Shareholder Servicing Fee	0.10%	None	None
Other Expenses⁽¹⁾	0.09%	0.09%	0.09%
Total Annual Fund Operating Expenses	0.94%	1.34%	1.09%

⁽¹⁾	Class I2 shares, Class R3 shares and Class R4 shares have not commenced operations. These expenses are estimated based on the other expenses of the Fund for the fiscal year ended November 30, 2021.

Example


	One Year	Three Years	Five Years	Ten Years
Class I2 shares
(if you redeem your shares)	$96	$306	$533	$1,187
(if you did not redeem your shares)	$96	$306	$533	$1,187
Class R3 shares
(if you redeem your shares)	$136	$431	$747	$1,644
(if you did not redeem your shares)	$136	$431	$747	$1,644
Class R4 shares
(if you redeem your shares)	$111	$353	$614	$1,360
(if you did not redeem your shares)	$111	$353	$614	$1,360

Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Total Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 17.40% of the average value of its portfolio.

Principal Investment Strategies. To achieve its investment objective, the Fund will maintain approximately 25‑30 companies in its portfolio and will invest in the common stocks of large capitalization (“large‑cap”) U.S. companies. The Fund considers large‑cap companies to be those publicly traded U.S. companies with capitalizations exceeding $5 billion. For purposes of the Fund’s investment policies, the market capitalization of a company is based on its capitalization at the time the Fund purchases the company’s securities.

The Adviser selects the Fund’s investments by screening large‑cap U.S. companies using the following eight criteria:

Required over entire holding period:

●

products or services that meet a clear economic need;

●

strong competitive advantage (barriers to entry);

●

long history of profitability and strong metrics;

●

generates high levels of cash flow;

●

available at a low price in relation to intrinsic value (the perception of value based on all factors of business, tangible and intangible);

Favored, but not required:

●

management’s history of shareholder friendliness (dividends, buybacks, earnings quality, reporting transparency, executive compensation and acquisition history);

●

strong balance sheet; and

●

strong management (directors and officers) ownership (preferably with recent purchases).

The Fund’s portfolio is built around high quality companies whose businesses have strong competitive advantages that the Adviser believes can be sustained for the long term. When a security is purchased, the Adviser frequently monitors the security for large price declines in an effort to protect from single stock risk on new investments. The Fund aims to be a low‑turnover fund, and the expected holding period of a newly purchased security is a minimum of three to five years.

The Fund is classified as a non‑diversified mutual fund. This means that the Fund may invest a relatively high percentage of its assets in a small number of issuers.

The Fund may invest a large percentage of its assets in a few sectors, including consumer discretionary (goods and services considered non‑essential by consumers), energy (services related to the production and supply of energy), financials (financial services provided to retail and commercial customers), health care (medical services, goods and equipment), real estate (services related to real estate development and operation) and telecommunication services (telecom services, goods and equipment).

Principal Risks. Remember that in addition to possibly not achieving your investment goals, you could lose money by investing in the Fund. The principal risks of investing in the Fund are:

●

Management Risk. The Adviser’s investment strategies for the Fund may not result in an increase in the value of your investment or in overall performance equal to other investments.

●

Non‑Diversification Risk. The Fund may invest a large percentage of its assets in securities issued by or representing a small number of issuers. As a result, the Fund’s performance may depend on the performance of a small number of issuers.

●

General Market Risk;Recent Market Events. The Fund’s investments are subject to market risk, which may cause the value of the Fund’s investments to decline. If the value of the Fund’s investments goes down, the share price of the Fund will go down, and you may lose money. U.S. and international markets have experienced volatility in recent months and years due to a number of economic, political and global macro factors, including the impact of the coronavirus (COVID -19) global pandemic, which resulted in a public health crisis, business interruptions, growth concerns in the U.S. and overseas, travel restrictions, changed social behaviors, rising inflation and reduced consumer spending. While U.S. and global economies are recovering from the effects of COVID‑19, the recovery is proceeding at slower than expected rates and may last for a prolonged period of time. Continuing uncertainties regarding interest rates, political events, rising government debt in the U.S. and trade tensions also contribute to market volatility. During those periods, the Fund may experience high levels of shareholder redemptions and may have to sell securities at times when the Fund would otherwise not do so, potentially at unfavorable prices. Certain securities may be difficult to value during such periods.

●

Equity Market Risk. Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in, and perceptions of, their issuers change. These investor perceptions are based on various and unpredictable factors including expectations regarding government, economic, monetary and fiscal policies; inflation and interest rates; economic expansion or contraction; and global or regional political, economic and banking crises. If the Fund holds common stocks of any given issuer, it would generally be exposed to greater risk than if it held preferred stocks and debt obligations of the issuer because common shareholders generally have inferior rights to receive payments from issuers in comparison with the rights of preferred shareholders, bondholders and other creditors of such issuers. Equity markets tend to be cyclical, with periods when prices generally rise and periods when prices generally decline. Non‑U.S. equity markets tend to reflect local economic and financial conditions, and therefore, trends often vary from country to country and region to region.

●

Large-Capitalization Companies Risk. Larger, more established companies may be unable to respond quickly to new competitive challenges such as changes in consumer tastes or innovative smaller competitors. Also, large‑cap companies are sometimes unable to attain the high growth rates of successful, smaller companies, especially during extended periods of economic expansion. For purposes of the Fund’s investment policies, the market capitalization of a company is based on its market capitalization at the time the Fund purchases the company’s securities. Market capitalizations of companies change over time.

●

Company Risk. The risk that the issuer’s earnings prospects and overall financial position will deteriorate, causing a decline in the security’s value over short or extended periods of time.

●

Real Estate Sector Risk. The real estate sector is subject to rental income fluctuation, depreciation, property tax value changes, differences in real estate market values, overbuilding and extended vacancies, increased competition, costs of materials, operating expenses or zoning laws, costs of environmental clean‑up or damages from natural disasters, cash flow fluctuations, and defaults by borrowers and tenants.

●

The performance information demonstrates the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for the one year, five year, ten year and since inception periods compare with those of a broad measure of market performance and the returns of an additional index of securities with characteristics similar to those that the Fund typically holds. Remember, past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available on the Fund’s website at https://smeadcap.com/smead-value-fund/ or by calling the Fund toll-free at 877‑807‑4122.

The annual returns shown in the bar chart are for Investor Class shares, and such share class is offered by the Fund in a separate prospectus. The other classes of shares, net of any applicable sales charges, would

have substantially similar annual returns to those of Investor Class shares because all of the classes of shares are invested in the same portfolio of securities, and the returns would differ only to the extent that the classes have different sales charges, distribution fees and/or service fees and expenses.

Investor Class Shares

Calendar Year Returns as of December 31

The calendar year‑to‑date return for the Investor Class shares of the Fund as of December 31, 2021 was 42.50%. During the period shown in the bar chart, the best performance for a quarter was 21.86% (for the quarter ended June 30, 2020) and the worst performance was ‑32.02% (for the quarter ended March 31, 2020).


Average Annual Total Returns (Periods Ended December 31, 2021)
	One Year	Five Years	Ten Years	Since Inception
Investor Class Shares
Return Before Taxes	42.50%	16.84%	16.47%	10.54%
Return After Taxes on Distributions	41.20%	15.72%	15.49%	9.85%
Return After Taxes on Distributions and Sale of Fund Shares	26.05%	13.35%	13.71%	8.71%
S&P 500 Index (reflects no deduction for fees, expenses or taxes)	28.71%	18.47%	16.55%	11.04%
Russell 1000 Value Index (reflects no deduction for fees, expenses or taxes)	25.16%	11.16%	12.97%	8.08%

Investor Class shares of the Fund commenced operations on January 2, 2008. Class I2 shares, Class R3 shares and Class R4 shares have not commenced operations as of the date of this Prospectus.

After‑tax returns are shown for Investor Class shares only and will vary for the other shares classes. After‑tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after‑tax returns depend on an investor’s tax situation and may differ from those shown, and after‑tax returns are not relevant to investors who hold their Fund shares through tax‑deferred arrangements such as 401(k) plans or individual retirement accounts (“IRA”).

Management

Investment Adviser. Smead Capital Management, Inc. is the Fund’s investment adviser.

Portfolio Managers. William W. Smead, Chief Investment Officer of the Adviser, is the lead portfolio manager of the Fund and has managed or co‑managed the Fund since it commenced operations in January 2008. Cole W. Smead, CFA^®, President of the Adviser, has co‑managed the Fund since August 2014.

Purchase and Sale of Fund Shares. You may purchase or redeem shares by mail (Smead Funds, c/o UMB Fund Services, Inc., P.O. Box 2175, Milwaukee, Wisconsin 53201-2175 (for regular mail) or Smead Funds, c/o UMB Fund Services, Inc., 235 West Galena Street, Milwaukee, Wisconsin 53212 (for overnight or express mail), or by telephone at 877‑807‑4122 or by wire. Investors who wish to purchase or redeem Fund shares through a financial intermediary should contact the financial intermediary directly. Minimum initial and subsequent investment amounts are shown below.


Minimum Initial Investment
Class I2 shares			$1,000,000
Class R3 shares			$25,000
Class R4 shares			$25,000
Subsequent Investments
Class I2 shares			$100
Class R3 shares			$100
Class R4 shares			$100

Tax Information. The Fund’s distributions will be taxed as ordinary income or long-term capital gain, unless you are investing through a tax‑deferred arrangement, or other tax‑advantaged such as a 401(k) plan or an IRA. You may be taxed later upon withdrawal of monies from such tax‑deferred or other tax‑advantaged arrangements.

Investment Strategies, Related Risks and Disclosure of Portfolio Holdings

Investment Objective

The Fund’s investment objective is long-term capital appreciation.

Principal Investment Strategies

Principal Investment Strategies. To achieve its investment objective, the Fund will maintain approximately 25‑30 companies in its portfolio and will invest in common stocks of large‑cap U.S. companies. The Fund considers large‑cap companies to be those publicly traded U.S. companies with capitalizations exceeding $5 billion. For purposes of the Fund’s investment policies, the market capitalization of a company is based on its capitalization at the time the Fund purchases the company’s securities.

The Adviser selects the Fund’s investments by screening large‑cap U.S. companies using the following eight criteria:

Required over entire holding period:

●

products or services that meet a clear economic need;

●

strong competitive advantage (barriers to entry);

●

long history of profitability and strong metrics;

●

generates high levels of cash flow;

●

available at a low price in relation to intrinsic value (the perception of value based on all factors of business, tangible and intangible);

Favored, but not required:

●

management’s history of shareholder friendliness (dividends, buybacks, earnings quality, reporting transparency, executive compensation and acquisition history);

●

strong balance sheet; and

●

strong management (directors and officers) ownership (preferably with recent purchases).

The Adviser’s sell discipline is time-oriented wherein the Adviser will give companies three to five years to demonstrate the fundamentals discussed above. The Adviser will sell a company if there is a large decline in price or a deterioration in the fundamentals of the underlying company. The Fund aims to be a low‑turnover fund, and the expected holding period of a newly purchased security is a minimum of three to five years.

The Fund is classified as a non‑diversified mutual fund. This means that the Fund may invest a relatively high percentage of its assets in a small number of issuers.

available income is sufficient to purchase them, such as consumer durables, hotels, restaurants, media, retailing and automobiles. The energy sector consists of companies involved production and sale of energy including companies involved in the exploration and development of oil or gas reserves, oil and gas drilling, and refining. The financials sector consists of firms, such as banks, investment funds, insurance companies and real estate, that provide financial services to commercial and retail customers. The health care sector consists of companies that provide medical services, manufacture medical equipment or drugs, provide medical insurance or otherwise facilitate the provision of health care to patients. The real estate sector consists of companies engaged in real estate development and operation, such as real estate agents, brokers and appraisers and equity real estate investment trusts that invest primarily in commercial properties (e.g., office buildings, retail centers, apartment buildings). The telecommunication services sector consists of companies that transmit data in words, voice, audio, or video across the globe, including telecom equipment, telecom services and wireless communication.

Principal Risks

Before investing in the Fund, you should carefully consider your own investment goals, the amount of time you are willing to leave your money invested and the amount of risk you are willing to take. Remember, in addition to possibly not achieving your investment goals, you could lose money by investing in the Fund. The principal risks of investing in the Fund are:

Management Risk. The ability of the Fund to meet its investment objective is directly related to the Adviser’s investment strategies for the Fund. The value of your investment in the Fund may vary with the effectiveness of the Adviser’s research, analysis and asset allocation among portfolio securities. If the Adviser’s investment strategies do not produce the expected results, your investment could be diminished or even lost.

Non‑Diversification Risk. The Fund is classified as “non‑diversified.” This means that the Fund may invest a greater percentage of its assets in the securities of fewer issuers than a “diversified” fund, and accordingly may be more vulnerable to changes in the value of those issuers’ securities. Because the Fund invests in the securities of a limited number of issuers it is particularly exposed to adverse developments affecting those issuers, and a decline in the market value of a particular security held by the Fund is likely to affect the Fund’s performance more than if the Fund invested in the securities of a larger number of issuers.

months and years due to a number of economic, political and global macro factors, including the impact of the coronavirus (COVID-19) global pandemic, which has resulted in a public health crisis, business interruptions, growth concerns in the U.S. and overseas, travel restrictions, changed social behaviors, rising inflation and reduced consumer spending. While several countries, including the U.S., have begun to lift public health restrictions in efforts to reopen their respective economies, the outbreak of new variants has led to the renewal of health mandates by local governments and businesses, event cancellations and additional travel restrictions, supply chain shortages, cessation of return‑to‑office plans and an overall economic slowdown. While U.S. and global economies are recovering from the effects of COVID‑19, the recovery is proceeding at slower than expected rates and may last for a prolonged period of time. In addition, the impact and spread of infectious diseases in developing or emerging market countries may cause relatively greater strain on those countries’ healthcare systems than those in developed countries. Uncertainties regarding interest rates, political events, rising government debt in the U.S. and trade tensions have also contributed to market volatility. Global economies and financial markets are increasingly interconnected, which increases the possibility that conditions in one country or region might adversely impact issuers in a different country or region. Continuing market volatility as a result of recent market conditions or other events may have adverse effects on your account.

Equity Market Risk. Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in, and perceptions of, their issuers change. These investor perceptions are based on various and unpredictable factors including expectations regarding government, economic, monetary and fiscal policies; inflation and interest rates; economic expansion or contraction; and global or regional political, economic and banking crises. If a Fund holds common stocks of any given issuer, it would generally be exposed to greater risk than if it held preferred stocks and debt obligations of the issuer because common shareholders generally have inferior rights to receive payments from issuers in comparison with the rights of preferred shareholders, bondholders and other creditors of such issuers. Equity markets tend to be cyclical, with periods when prices generally rise and periods when prices generally decline. Non‑U.S. equity markets tend to reflect local economic and financial conditions, and therefore, trends often vary from country to country and region to region.

Large-Capitalization Company Risk. Larger, more established companies may be unable to respond quickly to new competitive challenges such as changes in consumer tastes or innovative smaller competitors. Also, large‑cap companies are sometimes unable to attain the high growth rates of successful, smaller companies, especially during extended periods of economic expansion. Market capitalizations of companies change over time. The Fund is not obligated to sell a company’s security simply because, subsequent to its purchase, the company’s market capitalization has changed to be outside the capitalization range for the Fund.

Company Risk. The risk that the issuer’s earnings prospects and overall financial position will deteriorate, causing a decline in the security’s value over short or extended periods of time.

Value Style Risk. Certain equity securities (generally referred to as value securities) are purchased primarily because they are selling at prices below what the Adviser believes to be their fundamental value and not necessarily because the issuing companies are expected to experience significant earnings growth. The Fund bears the risk that the companies that issued these securities may not overcome the adverse business developments or other factors causing their securities to be perceived by the Adviser to be underpriced or that the market may never come to recognize their fundamental value. A value stock may not increase in price, as anticipated by the Adviser investing in such securities, if other investors fail to recognize the company’s value or invest in markets favoring faster growing companies. The Fund’s strategy of investing in value stocks also carries the risk that in certain markets, value stocks will underperform growth stocks.

Sector Weightings Risk. To the extent the Fund emphasizes, from time to time, investments in a particular sector, the Fund will be subject to a greater degree to the risks particular to that sector, including the sectors described below. Market conditions, interest rates, and economic, regulatory, or financial developments could significantly affect all the securities in a single sector. If the Fund invests in a few sectors, it may have increased exposure to the price movements of those sectors.

Real Estate Sector Risk. The real estate sector is subject to rental income fluctuation, depreciation, property tax value changes, differences in real estate market values, overbuilding and extended vacancies, increased competition, costs of materials, operating expenses or zoning laws, costs of environmental clean‑up or damages from natural disasters, cash flow fluctuations, and defaults by borrowers and tenants.

Cybersecurity Risk. With the increased use of technologies such as the Internet to conduct business, the Fund is susceptible to operational, information security, and related risks. Cyber incidents affecting the Fund or its service providers have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Fund’s ability to calculate its NAV, impediments to trading, the inability of shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future.

Portfolio Holdings Information

A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio holdings is available in the Fund’s Statement of Additional Information (“SAI”). Disclosure of the Fund’s holdings is required to be made quarterly within 60 days of the end of each fiscal quarter in the annual and semi-annual reports to Fund shareholders. The Fund also files its complete schedule of portfolio holdings

with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N‑PORT. The annual and semi-annual reports to Fund shareholders are available free of charge by contacting Smead Funds, c/o UMB Fund Services, Inc., P.O. Box 2175, Milwaukee, Wisconsin 53201-2175, by calling 877‑807‑4122, or on the Fund’s website at https://smeadcap.com/smead-value-fund/. The Form N‑PORT is available on the SEC’s website at www.sec.gov.

Management of the Fund

The Adviser

Advisory Agreement. The Fund has entered into an Investment Advisory Agreement (the “Advisory Agreement”) with the Adviser, Smead Capital Management, Inc., located at 2777 East Camelback Road, Suite 375, Phoenix, Arizona 85016, under which the Adviser manages the Fund’s investments subject to the supervision of the Board of Trustees. The Adviser has been providing investment advisory services to separate accounts and mutual funds since the firm was established in July of 2007. As of December 31, 2021, the Adviser managed approximately $3.9 billion in assets, including assets other than the Fund. Under the Advisory Agreement, the Fund compensates the Adviser for its investment advisory services at the annual rate of 0.75% of the Fund’s average daily net assets, payable on a monthly basis in arrears.

For the fiscal year ended November 30, 2021, the Adviser received 0.75% of the Fund’s average daily net assets in advisory fees, net of previously waived expenses recouped by the Adviser.

Subject to the general supervision of the Board of Trustees, the Adviser is responsible for managing the Fund in accordance with its investment objective and policies, making decisions with respect to, and also orders for, all purchases and sales of the Fund’s portfolio securities. The Adviser also maintains related records for the Fund.

Fund Expenses. The Fund is responsible for its own operating expenses. Pursuant to an operating expense limitation agreement between the Adviser and the Fund, the Adviser has agreed to waive its management fees and/or reimburse expenses to ensure that the Fund’s total annual fund operating expenses (excluding any Rule 12b‑1 fees, Shareholder Servicing fees, taxes, expenses of leverage, interest, brokerage commissions, dividends and interest on short positions, acquired fund fees and expenses and extraordinary expenses such as litigation) do not exceed a percentage of the Fund’s average net assets of the applicable share class as set forth below through March 31, 2023, subject thereafter to annual renewal of the agreement by the Board of Trustees.


Share Class		Operating Expense Limit
Class I2 shares		0.94% of the average net assets
Class R3 shares		1.34% of the average net assets
Class R4 shares		1.09% of the average net assets

The Adviser is permitted to be reimbursed for management fee waivers and/or expense payments made in the three calendar years from the date fees were waived or expenses were reimbursed. The Fund may make such repayments to the Adviser if such repayment does not cause such Fund’s total expense ratio (taking into account the reimbursement) to exceed the expense cap at the time such amounts were waived or the Fund’s then current expense cap. Any such reimbursement will be reviewed by the Board of Trustees. The Fund must pay its current ordinary operating expenses before the Adviser is entitled to any reimbursement of management fees and/or expenses. This operating expense limitation agreement will terminate on March 31, 2023 for the Fund, and may only be terminated earlier than such date by, or with the consent of, the Board of Trustees.

A discussion regarding the basis of the approval by the Board of Trustees of the Advisory Agreement is available in the Fund’s annual report to shareholders for the fiscal year ended November 30, 2021.

Portfolio Managers

William W. Smead has served as the lead portfolio manager for the Fund since its inception in January 2008 and is primarily responsible for the day‑to‑day management of the Fund’s portfolio. Mr. Smead founded the Adviser in July 2007, and currently serves as Chief Investment Officer of the firm. Prior to founding the Adviser, Mr. Smead served as Portfolio Manager and Director of Investments for Smead Investment Group of Wachovia Securities from September 2001 through June 2007. Prior to that, Mr. Smead served as a financial advisor and portfolio manager with Smith Barney from February 1993 to September 2001. Mr. Smead has over 40 years of experience in the investment industry.

Cole W. Smead, CFA^®, has served as a portfolio manager for the Fund since August 2014 and is jointly responsible for the day‑to‑day management of the Fund’s portfolio. Mr. Smead received his B.A. in Economics/History from Whitman College in 2006. Prior to joining the Adviser, Mr. Smead was a Financial Advisor at Wachovia Securities in Scottsdale, Arizona. Mr. Smead has over 15 years of experience in the investment industry and holds the Chartered Financial Analyst^® designation.

As lead portfolio manager, Mr. William Smead has the ultimate decision-making authority with respect to the day‑to‑day management of the Fund’s portfolio. Mr. Cole Smead serves as the Fund’s co‑portfolio manager under the general supervision of Mr. William Smead.

The SAI provides additional information about the Portfolio Managers’ compensation, other accounts managed and ownership of securities in the Fund.

CFA^® is a registered trademark owned by the CFA Institute.

Shareholder Information

Choosing a Share Class

The Fund offers Class I2, Class R3 and Class R4 shares in this prospectus. Investor Class, Class A, Class I1, Class R1, Class R2, and Class Y shares are offered in a separate prospectus.

The different classes represent investments in the same portfolio of securities, but the classes are subject to different expenses and may have different share prices as outlined below. Each class of shares has different expenses and distribution arrangements to provide for different investment needs. You should always discuss the suitability of your investment with your broker-dealer or financial adviser.


Class I2 shares Availability		Generally available to direct investors and employer-sponsored retirement plans or other similar programs through which group-level investments are made in the Fund. Direct investors may make investments directly through the Fund’s transfer agent.
Initial Sales Charge		None.
Deferred Sales Charge		None.
Rule 12b‑1 Fee		None.
Shareholder Servicing Fee		0.10% Annual Shareholder Servicing Fee. A maximum shareholder servicing fee of 0.25% of the Fund’s average daily net assets has been authorized.


Redemption Fees		None.
Advantage		No up‑front sales charge so you start off owning more shares.
Disadvantage		Limited availability, subject to ongoing shareholder servicing fees, and requires significant initial investment.
Class R3 shares Availability		Generally available through employer-sponsored retirement plans or other similar programs through which group-level investments are made in the Fund.
Initial Sales Charge		None.
Deferred Sales Charge		None.
Rule 12b‑1 Fee		0.50% Annual Rule 12b‑1 Fee.
Shareholder Servicing Fee		None.
Redemption Fees		None.
Advantage		No up‑front sales charge so you start off owning more shares.
Disadvantage		Limited availability and subject to ongoing distribution and shareholder servicing fees.
Class R4 shares Availability		Generally available through employer-sponsored retirement plans or other similar programs through which group-level investments are made in the Fund.
Initial Sales Charge		None.
Deferred Sales Charge		None.
Rule 12b‑1 Fee		0.25% Annual Rule 12b‑1 Fee.
Shareholder Servicing Fee		None.
Redemption Fees		None.
Advantage		No up‑front sales charge so you start off owning more shares.
Disadvantage		Limited availability and subject to ongoing distribution fees.

Class I2 shares are offered for sale at NAV without the imposition of a sales charge. Class I2 shares are subject to a Shareholder Servicing Fee of 0.10% of the average daily net assets of the Fund attributable to Class I2 shares computed on an annual basis.

Class R3 shares and Class R4 shares are offered for sale at NAV without the imposition of a sales charge. Class R3 shares are subject to a Rule 12b‑1 Fee of 0.50% of the average daily net assets of the Fund attributable to Class R3 shares, computed on an annual basis. Class R4 shares are subject to a Rule 12b‑1 Fee of 0.25% of the average daily net assets of the Fund attributable to Class R4 shares, computed on an annual basis.

Investors may purchase Class R3 or Class R4 shares only through participation in certain programs where program-level or omnibus accounts are held on the books of the Fund, including without limitation:

●

401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans, defined benefit plans, and non‑qualified deferred compensation plans.

The maximum Shareholder Servicing Fees payable with regard to Class I2 shares is 0.25%. In the event the Fund increases the amount currently being charged under the Shareholder Servicing Fee for the other share classes, the Fund will give the affected shareholders 30 days’ prior written notice thereof.

More information regarding the Fund’s sales charges, breakpoint thresholds and waivers is available in the Fund’s Prospectus and SAI, which are available free of charge on the Fund’s website at https://smeadcap.com/smead-value-fund/.

Rule 12b‑1 Distribution Plan

The Fund has adopted a Distribution Plan (the “Distribution Plan”) pursuant to Rule 12b‑1 under the 1940 Act. Under the Distribution Plan, the Fund is authorized to pay the Distributor, or other such entities as approved by the Board of Trustees, a Rule 12b‑1 fee (the “Rule 12b‑1 Fee”) for the sale and servicing of the Fund’s Class R3 shares and Class R4 shares. The maximum amount of the Rule 12b‑1 Fee authorized under the Distribution Plan is expressed as a percentage of the Fund’s average daily net assets attributable to the applicable share class, as follows:


Share Class		Annual Rule 12b‑1 Fee
Class R3 shares		0.50%
Class R4 shares		0.25%

The Distributor may pay any or all of the Rule 12b‑1 Fee to other persons (including the Adviser, brokerage firms, depository institutions and other firms) for providing these services to the Fund and its shareholders. In addition, under the 12b‑1 Plan, a portion of the Rule 12b‑1 Fee (no more than 0.25% of the Fund’s average daily net assets, subject to the maximum annual rate of each share class) may be paid for sub‑accounting services provided to beneficial owners whose shares are held of record in omnibus accounts, other group accounts or accounts traded through registered clearing agents, as well as account maintenance and personal service to shareholders. These services may include, but are not limited to, assisting in, establishing and maintaining shareholder accounts and records, assisting with purchase and redemption requests, arranging for bank wires, monitoring dividend payments from the Fund to shareholders and receiving and answering correspondence. Because these fees are paid out of the Fund’s assets attributable to Class R3 shares and Class R4 shares on an on‑going basis, over time these fees will increase the cost of your investment in such share classes of the Fund and may cost you more than paying other types of sales charges.

Shareholder Servicing Plan

The Fund has adopted a Shareholder Servicing Plan on behalf of its Class I2 shares, (the “Shareholder Servicing Plan”) that allows the Fund to make payments to financial intermediaries and other service providers in return for shareholder servicing and maintenance of shareholder accounts. The shareholder support services may include, among others, providing general shareholder liaison services (including responding to shareholder inquiries), providing information on shareholder investments, and establishing and maintaining shareholder accounts and records. The maximum amount of Shareholder Servicing Fees authorized under the Shareholder Servicing Plan is an annual rate of 0.25% of the Fund’s average daily net assets attributable to each share class subject to the plan. The Shareholder Servicing Fee currently being implemented is expressed as a percentage of the Fund’s average daily net assets attributable to the applicable share class, as follows:


Share Class		Annual Shareholder Servicing Fee
Class I2 shares		0.10%

For those share classes that currently charge less than the maximum Shareholder Servicing Fee, the Fund may increase such fee, but not beyond the maximum of 0.25%, only after providing affected shareholders with 30 days’ prior written notice.

Share Price

The price of Fund shares is the NAV per share. The NAV per share is calculated by dividing the value of the Fund’s total assets, less its liabilities, by the number of its shares outstanding. In calculating the NAV, portfolio securities are valued using current fair market values or official closing prices, if available. The NAV is calculated at the close of regular trading on the New York Stock Exchange (the “NYSE”) (generally 4:00 p.m., Eastern time). The NAV will not be calculated on days on which the NYSE is closed for trading.

Each security owned by the Fund that is listed on a securities exchange is valued at its last sale price on that exchange on the date as of which assets are valued. When the security is listed on more than one exchange, the Fund will use the price on the exchange that the Fund generally considers to be the principal exchange on which the security is traded. Portfolio securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”) will be valued at the NASDAQ Official Closing Price (“NOCP”), which may not necessarily represent the last sale price. If the NOCP is not available, such securities shall be valued at the last sale price on the day of valuation. If there has been no sale on such exchange or on NASDAQ on such day, the security is valued at the mean between the most recent bid and asked prices on such day. Over‑the‑Counter Securities that are not traded on NASDAQ shall be valued at the most recent trade price.

Redeemable securities issued by open‑end, registered investment companies, including money market funds, are valued at the NAV of such companies for purchase and/or redemption orders placed on that day.

When market quotations are not readily available, any security or other asset is valued at its fair value as determined under fair value pricing procedures approved by the Board of Trustees. These fair value pricing procedures will also be used to price a security when corporate events, events in the securities market or world events cause the Adviser to believe that a security’s last sale price may not reflect its actual fair market value. The intended effect of using fair value pricing procedures is to ensure that the Fund’s shares are accurately priced. The Board of Trustees will regularly evaluate whether the Fund’s fair value pricing procedures continue to be appropriate in light of the specific circumstances of the Fund and the quality of prices obtained through their application by the Trust’s valuation committee.

When fair value pricing is employed, the prices of securities used by the Fund to calculate its NAV may differ from quoted or published prices for the same securities. Due to the subjective and variable nature of fair value pricing, it is possible that the fair value determined for a particular security may be materially different (higher or lower) from the price of the security quoted or published by others or the value when trading resumes or is realized upon sale. Therefore, if a shareholder purchases or redeems Fund shares when the Fund holds securities priced at a fair value, the number of shares purchased or redeemed may be higher or lower than would be the case if the Fund were using market value pricing.

In the case of foreign securities, the occurrence of certain events after the close of foreign markets, but prior to the time the Fund’s NAV is calculated (such as a significant surge or decline in the U.S. or other markets) often will result in an adjustment to the trading prices of foreign securities when foreign markets open on the following business day. If such events occur, the Fund will value foreign securities at fair value, taking into account such events, in calculating the NAV. In such cases, use of fair valuation can reduce an investor’s ability to seek to profit by estimating the Fund’s NAV in advance of the time the NAV is calculated. The Adviser anticipates that the Fund’s portfolio holdings will be fair valued only if market

quotations for those holdings are considered unreliable. Because foreign securities will be traded on days when the Fund does not price shares, the NAV may change on days when shareholders cannot buy or sell shares.

How to Purchase Shares

All purchase requests received in “Good Order” (defined below) by the Fund’s agents, including the Transfer Agent, or by an authorized financial intermediary (an “Authorized Intermediary,” as defined below) before the close of the NYSE (generally 4:00 p.m., Eastern time) will be processed at that day’s NAV per share plus any applicable sales charge. Purchase requests received by the Transfer Agent or an Authorized Intermediary after the close of the NYSE (generally 4:00 p.m., Eastern time) will receive the next business day’s NAV per share. An Authorized Intermediary is a financial intermediary (or its authorized designee) that has made arrangements with the Fund to receive purchase and redemption orders on its behalf. For additional information about purchasing shares through financial intermediaries, please see “Purchasing Shares Through a Financial Intermediary,” below.

All account applications (each an “Account Application”) to purchase Fund shares are subject to acceptance by the Fund and are not binding until so accepted. It is the policy of the Fund not to accept applications under certain circumstances or in amounts considered disadvantageous to shareholders. The Fund reserves the right to reject any Account Application. Your order will not be accepted until a completed Account Application is received by the Transfer Agent.

The Fund reserves the right to reject any purchase order if, in its discretion, it is in the Fund’s best interest to do so. For example, a purchase order may be refused if it appears so large that it would disrupt the management of the Fund. Purchases may also be rejected from persons believed to be “market timers,” as described under the section entitled “Tools to Combat Frequent Transactions,” below. In addition, a service fee, which is currently $25, as well as any loss sustained by the Fund, will be deducted from a shareholder’s account for any purchases that do not clear. The Fund and the Transfer Agent will not be responsible for any losses, liability, cost or expense resulting from rejecting any purchase order.

Shares of the Fund have not been registered for sale outside of the United States. The Fund generally does not sell shares to investors residing outside the United States, even if they are U.S. citizens or lawful permanent residents, except to investors with U.S. military APO or FPO addresses.


Minimum Initial Investment
Class I2 shares		$1,000,000
Class R3 shares		$25,000
Class R4 shares		$25,000
Subsequent Investments
Class I2 shares		$100
Class R3 shares		$100
Class R4 shares		$100

The Fund reserves the right to waive the minimum initial investment or minimum subsequent investment amounts at its discretion. Shareholders will be given at least 30 days’ written notice of any increase in the minimum dollar amount of initial or subsequent investments. The Fund may waive the minimum initial investment as follows:

●

shares transferred from existing accounts if the registration or beneficial owner of the account remains the same;

●

employee benefit plans sponsored by the Adviser;

●

Trustees of the Fund;

●

institutional clients of the Adviser;

●

certain other separately managed account clients at the Adviser’s discretion; and

●

as otherwise deemed appropriate by the Board of Trustees.

Even with these waivers, some or all classes of shares of the Fund may not be available through your financial intermediary.

●

the name of the Fund;

●

the dollar amount of shares to be purchased;

●

your Account Application or investment stub; and

●

a check payable to “Smead Value Fund.”

For information about your financial intermediary’s requirements for purchases in Good Order, please contact your financial intermediary.

Purchase by Mail. To purchase the Fund’s shares by mail, simply complete and sign the Account Application and mail it, along with a check made payable to “Smead Value Fund” to the Transfer Agent as follows:


Regular Mail Smead Funds c/o UMB Fund Services, Inc. P.O. Box 2175 Milwaukee, Wisconsin 53201-2175		Overnight or Express Mail Smead Funds c/o UMB Fund Services, Inc. 235 West Galena Street Milwaukee, Wisconsin 53212-3948

The Fund does not consider the U.S. Postal Service or other independent delivery services to be its agents. Only actual physical receipt by the Transfer Agent of purchase orders or redemption requests (e.g., retrieving mail from the post office box or accepting delivery from a delivery service) constitutes receipt by the Transfer Agent. Therefore, deposit in the mail or with such services, or receipt at the Transfer Agent’s post office box, of purchase orders or redemption requests does not constitute receipt by the Transfer Agent. All purchases by check must be in U.S. dollars drawn on a domestic financial institution. The Fund will not accept payment in cash or money orders. The Fund also does not accept cashier’s checks in amounts of less than $10,000. To prevent check fraud, the Fund will not accept third party checks, Treasury checks, credit card checks, traveler’s checks or starter checks for the purchase of shares. The Fund is unable to accept post-dated checks, post-dated online bill pay checks, or any conditional order or payment.

It is the policy of the Fund not to accept applications under certain circumstances or in amounts considered disadvantageous to shareholders. The Fund reserves the right to reject any application.

Purchase by Wire. If you are making your first investment in the Fund, before you wire funds, the Transfer Agent must have a completed Account Application. You can mail or use an overnight service to deliver your Account Application to the Transfer Agent at the above address. Upon receipt of your completed Account Application, the Transfer Agent will establish an account for you. Once your account has been

established, you may instruct your bank to send the wire. Prior to sending the wire please call the Transfer Agent at 877‑807‑4122 to advise them of the wire and to ensure proper credit upon receipt. Your bank must include the name of the Fund you are purchasing, your name and account number so that monies can be correctly applied. Your bank should transmit immediately available funds by wire to:

UMB Bank, N.A.

1010 Grand Blvd

Kansas City MO 64106


		ABA Number:		101000695
		DDA Number:		9872324749
		Credit Account:		Smead Funds
				● Further Credit: Shareholder Name
				● Shareholder Account Number
				● Fund and Class to be purchased

Wired funds must be received prior to the close of the NYSE (generally 4:00 p.m., Eastern time) to be eligible for same day pricing. The Fund and State Street Bank and Trust Company, the Fund’s custodian, are not responsible for the consequences of delays from the banking or Federal Reserve wire system, or from incomplete wiring instructions.

Investing by Telephone. If you have accepted telephone privileges on the Account Application, and your account has been open for 15 days, you may purchase additional shares by calling the Fund toll free at 877‑807‑4122. This option allows investors to move money from their bank account to their Fund account upon request. Only bank accounts held at domestic financial institutions that are Automated Clearing House (“ACH”) members may be used for telephone transactions. If your order is received prior to the close of the NYSE (generally 4:00 p.m., Eastern time), shares will be purchased in your account at the applicable price determined on the day your order is placed.

Purchasing Shares Through a Financial Intermediary. Investors may be charged a fee if they effect transactions through a financial intermediary. If you are purchasing shares through a financial intermediary, you must follow the procedures established by your financial intermediary. Your financial intermediary is responsible for sending your purchase order and wiring payment to the Transfer Agent. Your financial intermediary holds the shares in your name and receives all confirmations of purchases and sales. Financial intermediaries placing orders for themselves or on behalf of their customers should call the Fund toll free at 877‑807‑4122, or follow the instructions listed in the sections above entitled “Investing by Telephone,” “Purchase by Mail” and “Purchase by Wire.”

If you place an order for the Fund’s shares through a financial intermediary that is not an Authorized Intermediary in accordance with such financial intermediary’s procedures, and such financial intermediary then transmits your order to the Transfer Agent in accordance with the Transfer Agent’s instructions, your purchase will be processed at the next calculated NAV, plus any applicable sales charge, after the Transfer Agent receives your order. The financial intermediary must promise to send to the Transfer Agent immediately available funds in the amount of the purchase price in accordance with the Transfer Agent’s procedures. If payment is not received within the time specified, the Transfer Agent may rescind the transaction and the financial intermediary will be held liable for any resulting fees or losses.

In the case of Authorized Intermediaries that have made satisfactory payment or redemption arrangements with the Fund, orders will be processed at the NAV next calculated after receipt by the Authorized Intermediary (or its authorized designee), consistent with applicable laws and regulations. Authorized

Intermediaries may be authorized to designate other intermediaries to receive purchase and redemption requests on behalf of the Fund.

Financial intermediaries, including Authorized Intermediaries, may set cut‑off times for the receipt of orders that are earlier than the cut‑off times established by the Fund. For more information about your financial intermediary’s rules and procedures, and whether your financial intermediary is an Authorized Intermediary, you should contact your financial intermediary directly.

●

full name;

●

date of birth (individuals only);

●

Social Security Number or taxpayer identification number; and

●

permanent street address (a P.O. Box alone is not acceptable).

Accounts opened by entities, such as corporations, limited liability companies, partnerships or trusts will require additional documentation.

If any information listed above is missing, your Account Application will be returned and your account will not be opened. In compliance with the USA PATRIOT Act and other applicable anti-money laundering laws and regulations, the Transfer Agent will verify the information on your application. The Fund reserves the right to request additional clarifying information and may close your account if such clarifying information is not received by the Fund within a reasonable time of the request or if the Fund cannot form a reasonable belief as to the true identity of a customer. If you require additional assistance when completing your application, please contact the Transfer Agent at 877‑807‑4122.

How to Redeem Shares

Orders to sell or “redeem” shares may be placed either directly with the Transfer Agent or through a financial intermediary. If you originally purchased your shares through a financial intermediary, including an Authorized Intermediary, your redemption order must be placed with the same financial intermediary in accordance with the procedures established by that financial intermediary. Your financial intermediary is responsible for sending your order to the Transfer Agent and for crediting your account with the proceeds. You may redeem Fund shares on any business day that the Fund calculates its NAV. To redeem shares directly with the Fund, you must contact the Fund either by mail or by telephone to place a redemption order. Your redemption request must be received in Good Order (as discussed under “Payment of Redemption Proceeds,” below) prior to the close of the regular trading session of the NYSE (generally 4:00 p.m., Eastern time) by the Transfer Agent or by your Authorized Intermediary. Redemption requests received by the Transfer Agent or an Authorized Intermediary after the close of the NYSE will be treated as though received on the next business day.

Shareholders who hold shares of the Fund through an IRA or other retirement plan must indicate on their redemption requests whether to withhold federal income tax. IRA and retirement plan redemptions from accounts for which UMB Bank, n.a. serves as custodian must be completed on an IRA Distribution Form or other acceptable form approved by UMB Bank, n.a. Such redemption requests will generally be subject to a 10% federal income tax withholding unless a shareholder elects not to have taxes withheld. An IRA

owner with a foreign residential address may not elect to forgo the 10% withholding. In addition, if you are a resident of certain states, state income tax also applies to non‑Roth IRA distributions when federal withholding applies. Please consult with your tax professional.

A redemption request made through the Transfer Agent will be deemed in “Good Order” if it includes:

●

the shareholder’s name;

●

the name of the Fund you are redeeming;

●

the account number;

●

the share or dollar amount to be redeemed; and

●

signatures by all shareholders on the account and a signature guarantee(s), if applicable.

For information about your financial intermediary’s requirements for redemption requests in Good Order, please contact your financial intermediary.

You may have the proceeds (less any applicable redemption fee) sent by check to the address of record, wired to your pre‑established bank account or sent by electronic funds transfer through the ACH network using the bank instructions previously established for your account. Within the first sixty days of purchase, the Fund does not allow the redemption of Fund shares purchased via ACH, unless the redemption proceeds are sent to the originating bank for the benefit of the registered account owner. Redemption proceeds will typically be sent on the business day following your redemption. Wires are subject to a $15 service fee. There is no charge to have proceeds sent via ACH; however, funds are typically credited to your bank within two to three days after redemption. In all cases, proceeds will be processed within seven calendar days after the Transfer Agent receives your redemption request.

Before selling recently purchased shares, please note that if the Transfer Agent has not yet collected payment for the shares you are selling, it may delay sending the proceeds until the payment is collected, which may take up to 12 calendar days from the purchase date. Furthermore, there are certain times when you may be unable to sell Fund shares or receive proceeds. Specifically, the Fund may suspend the right to redeem shares or postpone the date of payment upon redemption for more than seven calendar days: (1) for any period during which the NYSE is closed (other than customary weekend or holiday closings) or trading on the NYSE is restricted; (2) for any period during which an emergency exists as a result of which disposal by the Fund of securities owned by it is not reasonably practicable or it is not reasonably practicable for the Fund to fairly determine the value of its net assets; or (3) for such other periods as the SEC may permit for the protection of shareholders. Your ability to redeem shares by telephone may be delayed or restricted after you change your address online or by telephone. You may change your address at any time by a written request, addressed to the Transfer Agent. Confirmation of an address change will be sent to both your old and new address. The Fund is not responsible for interest lost on redemption amounts due to lost or misdirected mail.

To meet redemption requests, the Fund typically expects to use cash reserves held in the portfolio and/or the proceeds from sales of portfolio securities effected shortly after the redemption request. The Fund also may meet redemption requests by borrowing under a line of credit or through overdrafts with its custodian.

The Fund most likely will employ these additional methods to meet larger redemption requests or during times of market stress.

The Fund generally pays redemptions in cash. The Trust has filed a notice of election under Rule 18f‑1 of the 1940 Act with the SEC disclosing its intent to pay redemptions up to certain amounts in cash. If the amount you are redeeming during any 90‑day period is in excess of the lesser of $250,000 or 1% of the net assets of the Fund, valued at the beginning of such period, the Fund has the right to redeem your shares by giving you the amount that exceeds the lesser of $250,000 or 1% of the net assets of the Fund in securities instead of cash. Although generally unlikely, if the Fund does redeeem shares in‑kind, you will likely have to pay brokerage commissions to sell the securities or other assets delivered to you as well as any taxes on any capital gains incurred upon sale. In addition, the securities or other assets distributed to you will continue to be subject to market risk until they are sold. A redemption in‑kind will be a pro‑rata portion of the Fund’s portfolio, or a representative basket if the redemption is not large enough to distribute a pro‑rata redemption, or individual securities if the redemption is not large enough to distribute a representative basket.

●

if ownership is being changed on your account;

●

when redemption proceeds are payable or sent to any person, address or bank account not on record;

●

if a change of address request was received by the Transfer Agent within the last 15 calendar days; and

●

for all redemptions in excess of $100,000 from any shareholder account.

Non‑financial transactions, including establishing or modifying certain services on an account, will require a Medallion Signature Guarantee.

In addition to the situations described above, the Fund and the Transfer Agent reserve the right to require a Medallion Signature Guarantee or other acceptable signature verification in other instances based on the circumstances relative to the particular situation.


Regular Mail Smead Funds c/o UMB Fund Services, Inc. P.O. Box 2175 Milwaukee, Wisconsin 53201-2175		Overnight or Express Mail Smead Funds c/o UMB Fund Services, Inc. 235 West Galena Street Milwaukee, Wisconsin 53212-3948

The Fund does not consider the U.S. Postal Service or other independent delivery services to be its agents. Therefore, deposit in the mail or with such services, or receipt at the UMB Fund Services, Inc. post office box, of purchase orders or redemption requests does not constitute receipt by the Transfer Agent.

Telephone Redemption. If you have been authorized to perform telephone transactions (either by completing the required portion of your Account Application or by subsequent arrangement in writing with

the Fund), you may redeem shares, up to $100,000, by instructing the Fund by telephone at 877‑807‑4122. Telephone redemptions will not be made if you have notified the Transfer Agent of a change of address within 15 calendar days before the redemption request. If you hold your shares through an IRA, you may not redeem shares by telephone.

All telephone calls are recorded for your protection. Written confirmation will be provided for all purchase and redemption transactions initiated by telephone.

The Fund’s Right to Redeem an Account. The Fund reserves the right to redeem the shares of any shareholder whose account balance is less than $1,000, other than as a result of a decline in the NAV or for market reasons. The Fund will provide shareholders with written notice 30 days prior to redeeming the shareholder’s account. A redemption by the Fund may result in a capital gain or loss for federal income tax purposes.

Exchanging or Converting Shares

This Prospectus offers certain share classes of the Fund. A separate Prospectus offers additional shares of the Fund as well as shares of the Smead International Value Fund, another series of the Trust available for purchase by investors.

Converting Shares. Shareholders may elect on a voluntary basis to convert their shares in one class of the Fund into shares of a different class of the Fund, subject to satisfying the eligibility requirements for investment in the new share class. Shares may only be converted into a share class with a lower expense ratio than the original share class. A conversion from one class to another class within the Fund will not be a taxable transaction.

An investor may directly or through his or her financial intermediary contact the Fund to request a voluntary conversion between share classes of the Fund as described above. You may be required to provide sufficient information to establish eligibility to convert to the new share class. All permissible conversions will be made on the basis of the relevant NAVs of the two classes without the imposition of any sales load, redemption fee or other charge. A share conversion within the Fund will not result in a capital gain or loss for federal income tax purposes. The Fund may change, suspend or terminate this conversion feature at any time.

Call the Fund (toll-free) at 877‑807‑4122 to learn more about share conversions.

Tools to Combat Frequent Transactions

The Fund is intended for long-term investors. Short-term “market-timers” who engage in frequent purchases and redemptions may disrupt the Fund’s investment program and create additional transaction costs that are borne by all of the Fund’s shareholders. The Board of Trustees has adopted policies and procedures that are designed to discourage excessive, short-term trading and other abusive trading practices that may disrupt portfolio management strategies and harm performance. The Fund takes steps to reduce the frequency and effect of these activities in the Fund. These steps may include, among other things, monitoring trading activity and using fair value pricing procedures, as determined by the Board of Trustees, when the Adviser determines current market prices are not readily available. Although these efforts are designed to discourage abusive trading practices, these tools cannot eliminate the possibility that such activity will occur. The Fund seeks to exercise its judgment in implementing these tools to the best of its abilities in a manner that it believes is consistent with shareholder interests. Except as noted herein, the Fund applies all restrictions uniformly in all applicable cases.

Monitoring Trading Practices. The Fund monitors selected trades in an effort to detect excessive short-term trading activities. If, as a result of this monitoring, the Fund believes that a shareholder has engaged in excessive short-term trading, it may, in its discretion, ask the shareholder to stop such activities or refuse to process purchases in the shareholder’s accounts. In making such judgments, the Fund seeks to act in a manner that it believes is consistent with the best interests of its shareholders. The Fund uses a variety of techniques to monitor for and detect abusive trading practices. These techniques may change from time to time as determined by the Fund in its sole discretion. To minimize harm to the Fund and its shareholders, the Fund reserves the right to reject any purchase order (but not a redemption request), in whole or in part, for any reason and without prior notice. The Fund may decide to restrict purchase and sale activity in its shares based on various factors, including whether frequent purchase and sale activity will disrupt portfolio management strategies and adversely affect Fund performance.

Fair Value Pricing. The Fund employs fair value pricing selectively to ensure greater accuracy in its daily NAV and to prevent dilution by frequent traders or market timers who seek to take advantage of temporary market anomalies. The Board of Trustees has developed procedures which utilize fair value pricing when reliable market quotations are not readily available or the Fund’s pricing service does not provide a valuation (or provides a valuation that, in the judgment of the Adviser, does not represent the security’s fair value), or when, in the judgment of the Adviser, events have rendered the fair market value unreliable. Valuing securities at fair value involves reliance on judgment. Fair value determinations are made in good faith in accordance with procedures adopted by the Board of Trustees. There can be no assurance that the Fund will obtain the fair value assigned to a security if it were to sell the security at approximately the time at which a Fund determines its NAV per share. More detailed information regarding fair value pricing can be found in this Prospectus under the heading entitled “Share Price.”

Due to the complexity and subjectivity involved in identifying abusive trading activity and the volume of shareholder transactions the Fund handles, there can be no assurance that the Fund’s efforts will identify all trades or trading practices that may be considered abusive. In particular, since the Fund receives purchase and sale orders through Authorized Intermediaries that use group or omnibus accounts, the Fund cannot always detect frequent trading. However, the Fund will work with Authorized Intermediaries as necessary to discourage shareholders from engaging in abusive trading practices and to impose restrictions on excessive trades. In this regard, the Fund has entered into information sharing agreements with Authorized Intermediaries pursuant to which these intermediaries are required to provide to the Fund, at the Fund’s request, certain information relating to their customers investing in the Fund through non‑disclosed or omnibus accounts. The Fund will use this information to attempt to identify abusive trading practices. Authorized Intermediaries are contractually required to follow any instructions from the Fund to restrict or prohibit future purchases from shareholders that are found to have engaged in abusive trading in

violation of the Fund’s policies. However, the Fund cannot guarantee the accuracy of the information provided to it from Authorized Intermediaries and cannot ensure that it will always be able to detect abusive trading practices that occur through non‑disclosed and omnibus accounts. As a result, the Fund’s ability to monitor and discourage abusive trading practices in non‑disclosed and omnibus accounts may be limited.

Other Fund Policies

Telephone Transactions. If you elect telephone privileges on the account application or in a letter to the Fund, you may be responsible for any fraudulent telephone orders as long as the Fund has taken reasonable precautions to verify your identity. In addition, once you place a telephone transaction request, it cannot be canceled or modified.

During periods of significant economic or market change, telephone transactions may be difficult to complete. If you are unable to contact the Fund by telephone, you may also mail your requests to the Fund at the address listed previously in the “How to Purchase Shares” section.

Neither the Fund nor any of its service providers will be liable for any loss or expense in acting upon instructions that are reasonably believed to be genuine. If an account has more than one owner or authorized person, the Fund will accept telephone instructions from any one owner or authorized person. To confirm that all telephone instructions are genuine, the Fund will use reasonable procedures, such as requesting:

●

that you correctly state your Fund account number;

●

the name in which your account is registered; or

●

the Social Security or taxpayer identification number under which the account is registered.

Redemption in Kind. The Fund generally pays redemption proceeds in cash. However, the Trust has filed a notice of election under Rule 18f‑1 under the 1940 Act with the SEC, under which the Trust has reserved the right to redeem in kind under certain circumstances, meaning that redemption proceeds are paid in liquid securities with a fair market value equal to the redemption price. Specifically, if the amount you are redeeming during any 90‑day period is in excess of the lesser of $250,000 or 1% of the net assets of the Fund, valued at the beginning of such period, the Fund has the right to redeem your shares by giving you the amount that exceeds the lesser of $250,000 or 1% of the net assets of the Fund in securities instead of cash. For federal income tax purposes, redemptions in kind are taxed in the same manner to a redeeming shareholder as redemptions paid in cash.

Policies of Other Financial Intermediaries. An Authorized Intermediary may establish policies that differ from those of the Fund. For example, the institution may charge transaction fees, set higher minimum investments or impose certain limitations on buying or selling shares in addition to those identified in this Prospectus. Please contact your Authorized Intermediary for details. Shares of the Fund have not been registered for sale outside of the United States.

Householding. In an effort to decrease costs, the Fund intends to reduce the number of duplicate prospectuses, supplements and other shareholder documents you receive by sending only one copy of each to those addresses shared by two or more accounts and to shareholders we reasonably believe are from the same family or household. If you would like to discontinue householding for your accounts, please call toll-free at 877‑807‑4122 to request individual copies of these documents. Once the Fund receives notice

to stop householding, we will begin sending individual copies thirty days after receiving your request. This policy does not apply to account statements.

Inactive Accounts. Your mutual fund account may be transferred to your state of residence if no activity occurs within your account during the “inactivity period” specified in your state’s abandoned property laws. If the Fund is unable to locate an investor, it will determine whether the investor’s account can legally be considered abandoned. The Fund is legally obligated to escheat (or transfer) abandoned property to the appropriate state’s unclaimed property administrator in accordance with statutory requirements. The investor’s last known address of record determines which state has jurisdiction.

Closure of the Fund. The Adviser retains the right to close the Fund (or partially close the Fund) to new purchases if it is determined to be in the best interest of shareholders. Based on market and Fund conditions, the Adviser may decide to close the Fund to new investors, all investors or certain classes of investors (such as fund supermarkets) at any time. If the Fund is closed to new purchases it will continue to honor redemption requests, unless the right to redeem shares has been temporarily suspended as permitted by federal law.

Limitations on Shareholder Derivative Actions

(a)

shareholder may bring a derivative action only if the shareholder makes a pre‑suit written demand upon the Board of Trustees which complies with the requirements of Article VIII, Section 2(a)(iii) of the Declaration of Trust;

(b)

shareholders owning shares representing at least 10% of the voting power of the Trust or the affected series, as applicable, must join in bringing the derivative action;

(c)

those Trustees who are not deemed to be “interested persons” of the Trust (as defined in the 1940 Act) will consider the merits of the claim within 30 calendar days of the receipt of such demand;

(d)

(e)

if those Trustees determine that such a suit should be maintained, then the officers of the Trust will initiate the suit directly rather than derivatively.

Please be advised that the provisions set forth in clauses (b), (d) and (e) above do not apply to claims arising under the federal securities laws.

Distribution of Fund Shares

The Distributor

The Distributor, UMB Distribution Services, LLC, is located at 235 West Galena Street, Milwaukee, Wisconsin 53212, and serves as distributor and principal underwriter to the Fund. The Distributor is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. Shares of the Fund are offered on a continuous basis.

Payments to Financial Intermediaries

The Adviser, out of its own resources, and without additional cost to the Fund or its shareholders, may provide additional cash payments or non‑cash compensation to intermediaries who sell shares of the Fund. Such payments and compensation are in addition to distribution and/or service fees paid by the Fund. These additional cash payments are generally made to intermediaries that provide shareholder servicing, marketing support and/or access to sales meetings, sales representatives and management representatives of the intermediary. Cash compensation may also be paid to intermediaries for inclusion of the Fund on a sales list, including a preferred or select sales list, in other sales programs or as an expense reimbursement in cases where the intermediary provides shareholder services to the Fund’s shareholders. Additionally, such cash compensation may be paid to intermediaries for the opportunity for the Fund to be sold through the intermediaries’ sales forces or to have access to third-party platforms or other marketing programs, including but not limited to mutual fund “supermarket” platforms or other sales programs. Flat fees on a one‑time or irregular basis may be made for the initial set‑up of the Fund on an intermediary’s systems, participation or attendance at an intermediary’s meetings, or for other reasons. The Adviser may also pay cash compensation in the form of finder’s fees that vary depending on the dollar amount of the shares sold. If a dealer is paid a finder’s fee during year one, that dealer will not receive a 12b‑1 fee until year two.

Distributions and Taxes

Distributions

The Fund will make distributions of net investment income and net capital gain, if any, at least annually, typically during the month of December. The Fund may make additional distributions if it deems it desirable at another time during any year.

If you wish to change your distribution option, write by regular mail to Smead Funds, c/o UMB Fund Services, Inc., P.O. Box 2175, Milwaukee, Wisconsin 53201-2175, by overnight or express mail to Smead Funds, c/o UMB Fund Services, Inc., 235 West Galena Street, Milwaukee, Wisconsin 5212-3948, or call the Transfer Agent at 877‑807‑4122 in advance of the payment date of the distribution. However, any such change will be effective only as to distributions for which the record date is five or more business days after the Transfer Agent receives the request.

If you elect to receive distributions in cash and the U.S. Postal Service is unable to deliver your check, or if a check remains uncashed for six months, the Fund reserves the right to reinvest the distribution check in your account at the Fund’s then current NAV per share and to reinvest all subsequent distributions.

Federal Income Tax Consequences

Distributions of the Fund’s investment company taxable income (which includes, but is not limited to, interest, dividends and net short-term capital gain), if any, are generally taxable to the Fund’s shareholders as ordinary income. For non‑corporate shareholders, to the extent that the Fund’s distributions of investment company taxable income are attributable to and reported as “qualified dividend” income, such

income may be subject to tax at the reduced federal income tax rates applicable to net long-term capital gains, if certain holding period requirements have been satisfied by the Fund and the shareholder. For corporate shareholders, a portion of the Fund’s distributions of investment company taxable income may qualify for the intercorporate dividends-received deduction to the extent the Fund receives dividends directly or indirectly from U.S. corporations, reports the amount distributed as eligible for deduction and the corporate shareholder meets certain holding period requirements with respect to its shares. To the extent that the Fund’s distributions of investment company taxable income are attributable to net short-term capital gain, such distributions will be treated as ordinary income and generally cannot be offset by a shareholder’s capital losses from other investments.

Distributions of the Fund’s net capital gain (net long-term capital gain less net short-term capital loss) are generally taxable to the Fund’s shareholders as long-term capital gain regardless of the length of time that a shareholder has owned Fund shares. Distributions of net capital gain are not eligible for qualified dividend income treatment or the dividends-received deduction referred to in the previous paragraph.

You will be taxed in the same manner whether you receive your distributions (whether of investment company taxable income or net capital gain) in cash or reinvest them in additional Fund shares. Distributions are generally taxable when received. However, distributions declared in October, November or December to shareholders of record and paid the following January are taxable as if received on December 31.

In addition to the federal income tax, certain individuals, trusts and estates may be subject to a Net Investment Income (“NII”) tax of 3.8%. The NII tax is imposed on the lesser of: (i) a taxpayer’s investment income, net of deductions properly allocable to such income, or (ii) the amount by which such taxpayer’s modified adjusted gross income exceeds certain thresholds ($250,000 for married individuals filing jointly, $200,000 for unmarried individuals and $125,000 for married individuals filing separately). The Fund’s distributions are includable in a shareholder’s investment income for purposes of this NII tax. In addition, any capital gain realized by a shareholder upon a sale, exchange or redemption of Fund shares is includable in such shareholder’s investment income for purposes of this NII tax.

Shareholders who sell, exchange or redeem shares generally will have a capital gain or loss from the sale, exchange or redemption. The amount of the gain or loss and the applicable rate of federal income tax will depend generally upon the amount paid for the shares, the amount received from the sale, exchange or redemption (including redemptions in‑kind), and how long the shares were held by a shareholder. Gain or loss realized upon a sale, exchange or redemption of Fund shares will generally be treated as long-term capital gain or loss if the shares have been held for more than one year and, if held for one year or less, as short-term capital gain or loss. Any loss arising from the sale, exchange or redemption of shares held for six months or less, however, is treated as a long-term capital loss to the extent of any distributions of net capital gain received or deemed to be received with respect to such shares. In determining the holding period of such shares for this purpose, any period during which your risk of loss is offset by means of options, short sales or similar transactions is not counted. If you purchase Fund shares (through reinvestment of distributions or otherwise) within 30 days before or after selling, exchanging or redeeming shares of the same Fund at a loss, all or part of your loss will not be deductible and will instead increase the basis of the new shares.

The Fund is required to report to the Internal Revenue Service (“IRS”) and certain shareholders the cost basis of Fund shares when such shareholders subsequently sell, exchange or redeem those shares. The Fund will determine cost basis using the average cost method unless you elect in writing any alternate IRS‑approved cost basis method. Please see the SAI for more information regarding cost basis reporting.

The federal income tax status of all distributions made by the Fund for the preceding year will be annually reported to shareholders. Distributions made by the Fund may also be subject to state and local taxes. Additional tax information may be found in the SAI.

Financial Highlights

The following financial highlights tables show the financial performance information for the Investor Class, shares of the Value Fund for the fiscal years ended November 30, 2017, 2018, 2019, 2020 and 2021. Because the Class I2 shares, Class R3 shares and Class R4 shares of the Fund have not yet commenced operations, there are no financial highlights available at this time for those share classes. Certain information reflects financial results for a single Fund share. The total returns in the table represents the rate that you would have earned or lost on an investment in the Fund (assuming you reinvested all distributions). This information has been audited by Cohen & Company, Ltd., the independent registered public accounting firm of the Fund, whose report, along with the Fund’s financial statements, are included in the Fund’s 2021 Annual Report to Shareholders, which is available upon request.


				Income from investment operations										Less distributions paid
	Net Asset Value, Beginning of Period			Net investment income⁽¹⁾			Net realized and unrealized gain/(loss) on investments				Total from investment operations			Distributions from net investment income				Distributions from net realized gain on investments				Total distributions paid
Investor Class
November 30, 2021		$	49.68		$	0.17		$	20.49			$	20.66		$	(0.35	)		$	(0.36	)		$	(0.71	)
November 30, 2020			51.55			0.52			(0.47	)			0.05			(0.35	)			(1.57	)			(1.92	)
November 30, 2019			49.13			0.33			5.19				5.52			—				(3.10	)			(3.10	)
November 30, 2018			47.29			0.19			3.75				3.94			(0.10	)			(2.00	)			(2.10	)
November 30, 2017			39.79			0.15			8.57				8.72			(0.19	)			(1.03	)			(1.22	)


							Ratio of expenses to average net assets						Ratio of net investment income (loss) to average net assets
Net Asset Value, End of Period		Total Return⁽²⁾			Net assets at end of period (000’s)		Before waivers and recoupment of expenses			After waivers and recoupment of expenses			Before waivers and recoupment of expenses			After waivers and recoupments of expenses			Portfolio turnover rate

	$69.63		42.10	%	$	109,938		1.19	%		1.19	%		0.27	%		0.27	%		17.40	%
	49.68		0.09	%		79,894		1.22	%		1.22	%		1.16	%		1.16	%		40.26	%
	51.55		12.38	%		117,805		1.24	%		1.24	%		0.71	%		0.71	%		20.75	%
	49.13		8.65	%		136,278		1.24	%		1.26	%		0.43	%		0.41	%		10.98	%
	47.29		22.51	%		155,602		1.25	%		1.23	%⁽³⁾		0.34	%		0.36	%⁽⁴⁾		20.04	%

⁽¹⁾	Based on average shares outstanding.

⁽²⁾	Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of dividends.

⁽³⁾	Includes a non‑recurring reimbursement from service provider. Excluding this non‑recurring reimbursement, the Ratio of expenses to average net assets after waivers and recoupment of expenses would have been 1.25%, 1.18%, 0.98%, 1.49%, 1.43% and 0.83%, respectively.

⁽⁴⁾	Includes a non‑recurring reimbursement from service provider. Excluding this non‑recurring reimbursement, the Ratio of net investment income to average net assets after waivers and recoupment of expenses would have been 0.34%, 0.45%, 0.65%, 0.13%, 0.18% and 0.80%, respectively.

PRIVACY NOTICE

The Fund collects non‑public personal information about you from the following sources:

•

information we receive about you on applications or other forms;

•

information you give us orally; and/or

•

information about your transactions with us or others.

We do not disclose any non‑public personal information about our shareholders or former shareholders without the shareholder’s authorization, except as permitted by law or in response to inquiries from governmental authorities. We may share information with affiliated parties and unaffiliated third parties with whom we have contracts for servicing the Fund. We will provide unaffiliated third parties with only the information necessary to carry out their assigned responsibility. All shareholder records will be disposed of in accordance with applicable law. We maintain physical, electronic and procedural safeguards to protect your non‑public personal information and require third parties to treat your non‑public personal information with the same high degree of confidentiality.

In the event that you hold shares of the Fund through a financial intermediary, including, but not limited to, a broker-dealer, bank or trust company, the privacy policy of your financial intermediary would govern how your non‑public personal information would be shared with unaffiliated third parties.

Investment Adviser

Smead Capital Management, Inc.

2777 East Camelback Road, Suite 375

Phoenix, AZ 85016

Independent Registered Public Accounting Firm

Cohen & Company, Ltd.

1350 Euclid Avenue

Suite 800

Cleveland, Ohio 44115

Legal Counsel

Godfrey & Kahn, S.C.

833 East Michigan Street, Suite 1800

Milwaukee, Wisconsin 53202

Custodian, Fund Accountant and Fund Administrator

State Street Bank and Trust Company

One Lincoln Street

Boston, Massachusetts 02111

Transfer Agent and Dividend Paying Agent

UMB Fund Services, Inc.

235 West Galena Street

Milwaukee, Wisconsin 53212-3948

Distributor

UMB Distribution Services, LLC

235 West Galena Street

Milwaukee, Wisconsin 53212

Smead Value Fund

a series of Smead Funds Trust

FOR MORE INFORMATION

You can find more information about the Fund in the following documents:

Statement of Additional Information

The Fund’s SAI provides additional details about the investments and techniques of the Fund and certain other additional information. A current SAI is on file with the SEC and is incorporated into this Prospectus by reference. This means that the SAI is legally considered a part of this Prospectus even though it is not physically within this Prospectus.

Annual and Semi-Annual Reports

The Fund’s annual and semi-annual reports provide the most recent financial reports and portfolio listings. The annual report contains a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during the Fund’s last fiscal year.

You can obtain a free copy of these documents, request other information or make general inquiries about the Fund by calling the Fund (toll-free) at 877‑807‑4122, by visiting the Fund’s website at https://smeadcap.com/smead-value-fund/ or by writing to:


		Regular Mail Smead Funds c/o UMB Fund Services, Inc. P.O. Box 2175 Milwaukee, Wisconsin 53201-2175		Overnight or Express Mail Smead Funds c/o UMB Fund Services, Inc. 235 West Galena Street Milwaukee, Wisconsin 53212-3948

Reports and other information about the Fund are also available:

•

free of charge from the SEC’s EDGAR database on the SEC’s Internet website at http://www.sec.gov; or

•

for a fee, by electronic request at the following e‑mail address: publicinfo@sec.gov.

(The Trust’s SEC Investment Company Act file number is 811‑22985)

equitable method. No shareholder is liable to further calls or to assessment by the Trust without his or her express consent.

“closing purchase transaction.” This is accomplished by buying an option of the same series as the option previously written. The effect of the purchase is that the writer’s position will be canceled by the clearing corporation. However, a writer may not effect a closing purchase transaction after being notified of the exercise of an option. Likewise, an investor who is the holder of an option may liquidate its position by effecting a “closing sale transaction.” The cost of such a closing purchase transaction plus transaction costs may be greater than the premium received upon the original option, in which event the Fund will have incurred a loss in the transaction. There is no guarantee in any instance that either a closing purchase transaction or a closing sale transaction can be effected.

Effecting a closing sale transaction in the case of a written call option will permit the Fund to write another call option on the underlying security with either a different exercise price or expiration date or both. Also, effecting a closing sale transaction will permit the cash or proceeds from the concurrent sale of any securities subject to the option to be used for other Fund investments. If the Fund desires to sell a particular security from its portfolio on which it has written a call option, it will effect a closing sale transaction prior to or concurrent with the sale of the security.

The Fund may write options in connection with buy-and-write transactions; that is, the Fund may purchase a security and then write a call option against that security. The Fund will determine the exercise price of the call based upon the expected price movement of the underlying security. The exercise price of a call option may be below (“in-the-money”), equal to (“at-the-money”) or above (“out-of-the-money”) the current value of the underlying security at the time the option is written. Buy-and-write transactions using in-the-money call options may be used when it is expected that the price of the underlying security will remain flat or decline moderately during the option period. Buy-and-write transactions using out-of-the-money call options may be used when it is expected that the premiums received from writing the call option plus the appreciation in the market price of the underlying security up to the exercise price will be greater than the appreciation in the price of the underlying security alone. If the call options are exercised in such transactions, the maximum gain to the Fund will be the premium received by it for writing the option, adjusted upwards or downwards by the difference between the Fund’s purchase price of the security and the exercise price. If the options are not exercised and the price of the underlying security declines, the amount of such decline will be offset in part, or entirely, by the premium received.

In the case of writing a call option on a security, the option is “covered” if the Fund owns the security underlying the call or has an absolute and immediate right to acquire that security without additional cash consideration, such as conversion or exchange of other securities held by it, or, if additional cash consideration is required, the Fund has designated or “segregated” on its records cash or liquid assets equal in value to such amount. A call option is covered if the Fund holds a call on the same security or index as the call written where the exercise price of the call held is (1) equal to or less than the exercise price of the call written, or (2) greater than the exercise price of the call written provided the Fund designates on its records cash or liquid assets equal to the difference. The Fund will limit its investment in uncovered put or call options purchased or written, measured by the exercise price in the case of a put or market value in the case of a call, by the Fund to 33 1/3% of the Fund’s total assets. The Fund will write put options only if they are covered by (1) designating on its records cash or liquid assets in an amount not less than the exercise price of the option at all times during the option period or (2) selling short the underlying security at a price at least equal to the strike price or purchasing a put option with a strike price at least equal to the strike price of the put option sold.

The writing of covered put options is similar in terms of risk/return characteristics to buy-and-write transactions. If the market price of the underlying security rises or otherwise is above the exercise price, the put option will expire worthless and the Fund’s gain will be limited to the premium received. If the market price of the underlying security declines or otherwise is below the exercise price, the Fund may elect to close the position or take delivery of the security at the exercise price and the Fund’s return will be

the premium received from the put option minus the amount by which the market price of the security is below the exercise price.

The Fund may purchase put options to hedge against a decline in the value of their portfolios. By using put options in this way, the Fund will reduce any profit it might otherwise have realized in the underlying security by the amount of the premium paid for the put option and by transaction costs. The Fund may purchase call options to hedge against an increase in the price of securities that they anticipate purchasing in the future. The premium paid for the call option plus any transaction costs will reduce the benefit, if any, realized by the Fund upon exercise of the option, and, unless the price of the underlying security rises sufficiently, the option may expire worthless to the Fund.

When the Fund purchases an option, the premium paid by it is recorded as an asset of the Fund. When the Fund writes an option, an amount equal to the net premium (the premium less the commission) received by the Fund is included in the liability section of the Fund’s statement of assets and liabilities as a deferred credit. The amount of this asset or deferred credit will be subsequently marked to market to reflect the current value of the option purchased or written. The current value of the traded option is the last sale price or, in the absence of a sale, the average of the closing bid and asked prices. If an option purchased by the Fund expires unexercised the Fund realizes a loss equal to the premium paid. If the Fund enters into a closing sale transaction on an option purchased by it, the Fund will realize a gain if the premium received by the Fund on the closing transaction is more than the premium paid to purchase the option, or a loss if it is less. If an option written by the Fund expires on the stipulated expiration date or if the Fund enters into a closing purchase transaction, it will realize a gain (or loss if the cost of a closing purchase transaction exceeds the net premium received when the option is sold) and the deferred credit related to such option will be eliminated. If an option written by the Fund is exercised, the proceeds of the sale will be increased by the net premium originally received and the Fund will realize a gain or loss.

There are several risks associated with transactions in options on securities and indices. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. An option writer that is unable to effect a closing purchase transaction will not be able to sell the underlying security (in the case of a covered call option) or liquidate the segregated account (in the case of a secured put option) until the option expires or the optioned security is delivered upon exercise with the result that the writer in such circumstances will be subject to the risk of market decline or appreciation in the security during such period.

There is no assurance that the Fund will be able to close an unlisted option position. Furthermore, unlisted options are not subject to the protections afforded purchasers of listed options by the Options Clearing Corporation, which performs the obligations of its members who fail to do so in connection with the purchase or sale of options.

In addition, a liquid secondary market for particular options, whether traded over-the-counter or on a national securities exchange (an “Exchange”), may be absent for reasons which include the following: there may be insufficient trading interest in certain options; restrictions may be imposed by an Exchange on opening transactions or closing transactions or both; trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of options or underlying securities; unusual or unforeseen circumstances may interrupt normal operations on an Exchange; the facilities of an Exchange or the Options Clearing Corporation may not at all times be adequate to handle current trading volume; or one or more Exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular class or series of options), in which event the secondary market on that Exchange (or in that class or series of options) would cease to exist, although outstanding

options that had been issued by the Options Clearing Corporation as a result of trades on that Exchange would continue to be exercisable in accordance with their terms.

Fund may be required to pay in connection with a short sale, and will be also decreased by any transaction or other costs.

The Trustees and the officers of the Trust are listed below with their age, present positions with the Trust and principal occupations over at least the last five years. The address of each Trustee and officer is c/o Smead Capital Management, Inc., 2777 East Camelback Road, Suite 375, Phoenix, Arizona 85016. The information in the following table is as of the date of this SAI unless otherwise indicated.

The Board of Trustees provides oversight of the management and operations of the Trust. Like all mutual funds, the day-to-day responsibility for the management and operation of the Trust is the responsibility of various service providers to the Trust and its individual series, such as the Adviser, distributor, custodian and the Trust’s administrator, and transfer agent, each of whom are discussed in greater detail in this SAI. The Board approves all significant agreements with the Adviser, distributor, custodian, and the Trust’s administrator and transfer agent. The Board has appointed various individuals of the Adviser as officers of the Trust, with responsibility to monitor and report to the Board on the Trust’s day-to-day operations. In conducting this oversight, the Board receives regular reports from these officers and service providers regarding the Trust’s operations. The Board has appointed a chief compliance officer (“CCO”) who reports directly to the Board and who administers the Trust’s compliance program and regularly reports to the Board as to compliance matters, including an annual compliance review. Some of these reports are provided as part of formal “Board Meetings,” which are generally held four times per year, in person, and such other times as the Board determines is necessary, and involve the Board’s review of recent Trust operations. From time to time, one or more members of the Board may also meet with Trust officers in less formal settings, between formal Board Meetings to discuss various topics. In all cases, however, the role of the Board and of any individual Trustee is one of oversight and not of management of the day-to-day affairs of the Trust, and its oversight role does not make the Board a guarantor of the Trust’s investments, operations or activities.

The Board has structured itself in a manner that it believes allows it to effectively perform its oversight function. The Board of Trustees is composed of four Independent Trustees and two Interested Trustees. The Board of Trustees has established two standing committees, an Audit Committee and a Nominating and Governance Committee (the “Nominating Committee”), each of which are discussed in greater detail under “Board Committees” below. Each of the Audit Committee and the Nominating Committee are composed entirely of Independent Trustees.

In accordance with the fund governance standards prescribed by the SEC under the 1940 Act, the Independent Trustees on the Nominating Committee select and nominate all candidates for Independent Trustee positions. Each Trustee was appointed to serve on the Board of Trustees because of his or her experience, qualifications, attributes and skills as set forth in the subsection “Trustee Qualifications” below.

The Board intends to review its structure regularly in light of the characteristics and circumstances of the Trust, including: the number of funds that comprise the Trust; the variety of asset classes that those funds reflect; the net assets of the Trust; the committee structure of the Trust; and the independent distribution arrangements of each of the Trust’s underlying funds.

The Board has determined that the function and composition of the Audit Committee and the Nominating Committee are appropriate means to address any potential conflicts of interest that may arise from the Chairperson’s status as an Interested Trustee. In addition, the inclusion of all Independent Trustees as members of the Audit Committee and the Nominating Committee allows all such Trustees to participate in the full range of the Board’s oversight duties, including oversight of risk management processes discussed below. Given the specific characteristics and circumstances of the Trust as described above, the Trust has determined that the Board’s leadership structure is appropriate.

As part of its oversight function, the Board receives and reviews various risk management reports and assessments and discusses these matters with appropriate management and other personnel, including personnel of the Trust’s service providers. Because risk management is a broad concept composed of many elements (such as, for example, investment risk, issuer and counterparty risk, compliance risk, operational risks, business continuity risks, etc.), the oversight of different types of risks is handled in different ways. For example, the CCO regularly reports to the Board during Board Meetings and meets in executive session with the Independent Trustees to discuss compliance and operational risks. In addition, the Audit Committee meets with the Treasurer and the Trust’s independent public accounting firm to discuss, among other things, the internal control structure of the Trust’s financial reporting function. The full Board receives reports from the Adviser as to investment risks as well as other risks that may be discussed during Audit Committee meetings.

The Board believes that each of the Trustees has the qualifications, experience, attributes and skills appropriate to their service as Trustees of the Trust in light of the Trust’s business and structure. The Trustees have substantial business and professional backgrounds that indicate they have the ability to critically review, evaluate and assess information provided to them. Certain of these business and professional experiences are set forth in the table above. The Board annually conducts a “self-assessment” wherein the effectiveness of the Board and the individual Trustees is reviewed.

In addition to the information provided in the table above, below is certain additional information concerning each individual Trustee. The information provided below, and in the table above, is not all-inclusive. Many of the Trustees’ qualifications to serve on the Board involve intangible elements, such as intelligence, integrity, work ethic, the ability to work together, the ability to communicate effectively, the ability to exercise judgment, the ability to ask incisive questions, and commitment to shareholder interests. The Board has determined that the Trustees have the appropriate attributes and experience to serve effectively as Trustees of the Trust.

Gregory A. Demopulos, MD. Dr. Demopulos is a founder of Omeros Corporation, a Seattle-based biopharmaceutical company where he has served as Chairman and CEO since 1994. Dr. Demopulos served on the board of directors for Onconome, Inc., a biopharmaceutical company based in Redmond Washington, from 2004 to 2017. He received his Doctor of Medicine from Stanford University School of Medicine and his Bachelor of Science from Stanford University.

Peter M. Musser, CFA. Peter M. Musser, CFA has over four decades of experience in the investment industry, most recently serving as principal and senior equity portfolio manager with Rainier Investment Management, a Seattle-based investment firm. He currently is a principal with Angeline Properties, LLC, a private investment firm. Musser is a 1978 economics graduate of Lawrence University in Wisconsin. He later earned the Chartered Financial Analyst designation, was past President of the CFA Society of Seattle, and is a member of the CFA Institute. He is a member of the Board of Trustees of Lawrence University in Wisconsin and Berry College in Georgia, and was a member of the Board of Directors of the Boys and Girls Clubs of King County from 2008 to 2016.

Walter F. Walker. Mr. Walker served as a Vice President in Goldman, Sachs & Co.’s Private Client Services group from 1987 through 1994. In April 1994, Mr. Walker formed Walker Capital, Inc., a San Francisco based money management firm. In September 1994, Mr. Walker became President and General Manager of the Seattle SuperSonics. In 2001, he was part of a group that purchased the Seattle SuperSonics and the Seattle Storm, and in addition to being an owner, served as Chief Executive Officer and President of the teams until their sale in 2006. In late 2007, he formed Hana Road Capital LLC.

Mr. Walker graduated from the University of Virginia in 1976 as an Academic All-American with a Bachelor of Arts in psychology. In 2001 he was named as one of six recipients as the NCAA Silver Anniversary Scholar-Athlete Awards. He received his Masters of Business Administration from Stanford University Graduate School of Business in 1987. He was conferred as a Chartered Financial Analyst in 1992.

In addition to his investment and management experience, Mr. Walker was drafted in the first round (5th overall) by the Portland Trailblazers in 1976 and in 1977 was a member of the Portland Trailblazers 1977 Championship team. After the 1977 season, Mr. Walker was traded to the Seattle SuperSonics, where he was a member of the SuperSonics 1979 Championship team. In 1982, Mr. Walker was traded to the Houston Rockets. He retired from professional basketball in 1985. In 1993, he was inducted into the Pennsylvania State Sports Hall of Fame and was named the greatest player of the 20th Century from Lancaster County, Pennsylvania.

Mr. William Smead began his career in the investment business with Drexel Burnham Lambert in 1980. He left Drexel Burnham Lambert in 1989 as First Vice President/Assistant Manager and joined Oppenheimer & Co. Mr. William Smead left Oppenheimer & Co. and joined Smith Barney in 1990. He was with Smith Barney until September 2001, when he joined Wachovia Securities and became the Managing Director/Portfolio Manager of Smead Investment Group of Wachovia Securities. Mr. William Smead was with Wachovia Securities until the founding of Smead Capital Management, Inc. in July 2007. Mr. William Smead graduated from Whitman College in 1980 with a B.A. in Economics.

The Nominating Committee will consider nominees recommended by shareholders for vacancies on the Board of Trustees. Recommendations for consideration by the Nominating Committee should be sent to the Secretary of the Trust in writing together with the appropriate biographical information concerning each such proposed nominee, and such recommendation must comply with the notice provisions set forth in the Trust’s By-Laws. In general, to comply with such procedures, such nominations, together with all required information, must be delivered to and received by the Secretary of the Trust at the principal executive office of the Trust not later than 60 days (nor more than 90 days) prior to the shareholder meeting at which the shareholders vote on any such nominee. Shareholder recommendations for nominations to the Board of Trustees will be accepted on an ongoing basis and such recommendations will be kept on file for two years after receipt for consideration when there is a vacancy on the Board of Trustees. The Nominating Committee’s procedures with respect to reviewing shareholder nominations are described below.

Shareholders may submit for the Nominating Committee’s consideration, recommendations regarding potential nominees to fill the position of an Independent Trustee on the Board. The shareholder must submit any such recommendation (a “Shareholder Recommendation”) in writing to the Trust, to the attention of the Trust’s Secretary, at the address of the principal executive offices of the Trust not less than sixty (60) calendar days nor more than ninety (90) calendar days prior to the date of the Board or shareholder meeting at which the nominee candidate would be considered for election. Shareholder Recommendations will be kept on file for two years after receipt of the Shareholder Recommendation. A Shareholder Recommendation considered by the Committee in connection with the Committee’s nomination of any candidate(s) for appointment or election as an Independent Trustee need not be considered again by the Committee in connection with any subsequent nomination(s). In order for the Nominating Committee to consider a Shareholder Recommendation, the Shareholder Recommendation must include:

The Nominating Committee may require the recommending shareholder to furnish such other information as it may reasonably require or deem necessary to verify any information furnished above or to determine the eligibility of the candidate to serve as a Trustee of the Trust or to satisfy applicable law. If the recommending shareholder fails to provide such other information in writing within seven days of receipt of a written request from the Nominating Committee, the recommendation of such candidate as a nominee will be deemed not properly submitted for consideration, and the Nominating Committee will not be required to consider such candidate.

A principal shareholder is any person who owns of record or beneficially owns 5% or more of the outstanding shares of the Fund. A control person is one who owns beneficially or through controlled companies more than 25% of the voting securities of the Fund or acknowledges the existence of control. Shareholders with a controlling interest could affect the outcome of proxy voting or the direction of management of the Fund.

^*The Trust believes that this entity, the holder of record of these shares, is not the beneficial owner of such shares.

Payments under the Shareholder Servicing Plan may not exceed the respective amounts shown above unless the Board approves the implementation of higher amounts.

be holding, unless better executions are available elsewhere. Dealers usually act as principal for their own accounts. Purchases from dealers will include a spread between the bid and the asked price. If the execution and price offered by more than one dealer are comparable, the order may be allocated to a dealer that has provided research or other services as discussed below.

year or less, were sold and either repurchased or replaced within one year. A high rate of portfolio turnover (100% or more) generally leads to above-average transaction and brokerage commission costs and may

generate capital gains, including short-term capital gains taxable to shareholders at ordinary income rates. To the extent that the Fund experiences an increase in brokerage commissions due to a higher portfolio turnover rate, the performance of the Fund could be negatively impacted by the increased expenses incurred by the Fund.

to the matter under consideration, the nature of the proposal, and the company involved. Special circumstances or instructions from clients may also justify casting different votes for different clients with respect to the same proxy vote.

Plans managed by the Adviser governed by the Employee Retirement Income Security Act (“ERISA”) shall be administered consistent with the terms of the governing plan documents and applicable provisions of ERISA. In cases where the Adviser has been delegated sole proxy voting discretion, these policies and procedures will be followed subject to the fiduciary responsibility standards of ERISA. These standards generally require fiduciaries to act prudently and to discharge their duties solely in the interest of participants and beneficiaries. The Department of Labor has indicated that voting decisions of ERISA fiduciaries must generally focus on the course that would most likely increase the value of the stock being voted.

The Adviser may occasionally be subject to conflicts of interest in the voting of proxies due to business or personal relationships it maintains with persons having an interest in the outcome of certain votes. The Adviser, along with any affiliates and/or employees, may also occasionally have business or personal relationships with other proponents of proxy proposals, participants in proxy contests, corporate directors, or candidates for directorships.

The Adviser may delegate to a non-affiliated third party vendor, the responsibility to review proxy proposals and make voting recommendations to the Adviser. The CIO will ensure that any third party recommendations followed will be consistent with the Proxy Voting Guidelines. In all cases, however, the ultimate decisions on how to vote proxies are made by the Adviser’s CIO.

Where the Adviser acts as investment adviser to a closed-end and/or open-end registered investment company and is responsible for voting their proxies, such proxies will be voted in accordance with any applicable investment restrictions of a fund and, to the extent applicable, any resolutions or other instructions approved by an authorized person of the fund. In the event of a conflict of interest for a security in a fund, the fund cannot be provided with information regarding the proposal and consent cannot be obtained from the fund.

The Adviser may choose not to vote proxies in certain situations or for certain accounts, such as: (i) where a client has informed the Adviser that they wish to retain the right to vote the proxy; (ii) where the Adviser deems the cost of voting the proxy would exceed any anticipated benefit to the client; (iii) where a proxy is received for a client that has terminated the Adviser’s services; (iv) where a proxy is received for a security that the Adviser no longer manages (i.e., the Adviser had previously sold the entire position); and/or (v) where the exercise of voting rights could restrict the ability of an account’s portfolio manager to freely trade the security in question (as is the case, for example, in certain foreign jurisdictions known as “blocking markets”).

In addition, certain accounts over which the Adviser has proxy-voting discretion may participate in securities lending programs administered by the custodian or a third party. Because title to loaned securities passes to the borrower, the Adviser will be unable to vote any security that is out on loan to a borrower on a proxy record date. If the Adviser has investment discretion, however, the Adviser shall reserve the right to instruct the lending agent to terminate a loan in situations where the matter to be voted upon is deemed to be material to the investment and the benefits of voting the security are deemed to outweigh the costs of terminating the loan.

Procedures to implement the Program include, but are not limited to: determining that the Distributor and the Transfer Agent have established proper anti-money laundering procedures; reporting suspicious and/or fraudulent activity; and conducting a complete and thorough review of all new account applications. The Fund will not transact business with any person or entity whose identity cannot be adequately verified under the provisions of the USA PATRIOT Act.

information on government lists of known terrorists or other suspicious persons, or the Fund may be required to transfer the account or proceeds of the account to a governmental agency.

The information provided below supplements the information contained in the Prospectus regarding the purchase and redemption of Fund shares.

that day’s NAV, the Transfer Agent must receive your order in good order before the close of regular trading on the NYSE (generally 4:00 p.m., Eastern time).

You should always discuss the suitability of your investment with your broker-dealer or financial adviser.

Breakpoint Thresholds: You may reduce the sales charge on Class A shares by investing an amount to meet one of the breakpoint thresholds indicated in the tables above.

Letter of Intent: By signing a Letter of Intent (“LOI”), you can reduce your Class A sales charge. Your individual purchases will be made at the applicable sales charge based on the amount you intend to invest over a 13-month period. The LOI will apply to all purchases of the share class designated in the LOI. Any shares of the share class designated in the LOI that are purchased within 90 days of the date you sign the letter of intent may be used as credit toward completion, but the reduced sales charge will only apply to new purchases made on or after that date. Purchases resulting from the reinvestment of distributions do not apply toward fulfillment of the LOI. Shares equal to 5.75% for Class A shares of the amount of the LOI will be held in escrow during the 13-month period. If at the end of that time the total amount of purchases made is less than the amount intended, you will be required to pay the difference between the reduced sales charge and the sales charge applicable to the individual purchases had the LOI not been in effect. This amount will be obtained from redemption of the escrow shares. Any remaining escrow shares will be released to you.

$1,000,000 or more. However, if you have taken advantage of this waiver and redeem your shares within 18 months of purchase, there is a CDSC of 1.00% imposed on such shares based on the lesser of original cost or current market value. The CDSC will not apply if you are otherwise entitled to a waiver of the initial sales charge as listed in “Initial Sales Charge Waivers,” below. Also, the CDSC will not apply if you are entitled to a waiver as listed in “Contingent Deferred Sales Charges Waivers,” below.

To receive a reduction in your Class A sales charge, you must let your financial institution or shareholder services representative know at the time you purchase shares that you qualify for such a reduction. You may be asked by your financial adviser or shareholder services representative to provide account statements or other information regarding your related accounts or related accounts of your immediate family in order to verify your eligibility for a reduced sales charge. Your investment professional or financial institution must notify the Fund if your share purchase is eligible for the sales load waiver. Sales charges will not be applied to shares purchased by reinvesting distributions.

For Class A shares, a CDSC of 1.00% is imposed on shares purchased at the $1,000,000 breakpoint (as described in “Sales Charges for Class A and Class C Shares,” above) that are redeemed within 18 months of purchase. For Class C shares, a CDSC is imposed on shares that are redeemed within 12 months of purchase. In the case of a partial redemption, the first shares redeemed are any reinvested shares. After that, shares are always redeemed on a “first in/first out” basis. If the first shares redeemed have been held for longer than 18 months in the case of Class A shares or 12 months in the case of Class C shares from the

You may redeem your Fund shares any day the NYSE is open for regular trading, either directly with the Transfer Agent or through your Financial Intermediary.

The value of shares on redemption or repurchase may be more or less than the investor’s cost, depending upon the fair market value of the Fund’s portfolio securities at the time of redemption or repurchase.

Distributions of any investment company taxable income and net capital gain will be taxable as described above whether received in additional Fund shares or in cash. Shareholders who choose to receive distributions in the form of additional shares will have a cost basis for federal income tax purposes in each share so received equal to the NAV of a share on the reinvestment date. Distributions are generally taxable when received. However, distributions declared in October, November or December to shareholders of record and paid the following January are taxable as if received on December 31. Distributions are generally includable in alternative minimum taxable income in computing a non-corporate shareholder’s liability for the alternative minimum tax.

Foreign taxpayers (including nonresident aliens) are generally subject to withholding tax at a flat rate of 30% on U.S.-source income that is not effectively connected with a trade or business in the U.S. This withholding rate may be lower under the terms of a tax treaty or convention.

This section is not intended to be a full discussion of federal income tax laws and the effect of such laws on you. There may be other federal, state, foreign, or local tax considerations to a particular shareholder. This discussion is based on the Code, Treasury Regulations, judicial decisions, and IRS guidance, all of which are subject to change, and possibly with retroactive effect. No assurance can be given that legislative,

judicial, or administrative changes will not be forthcoming which could affect the accuracy of any statements made in this section. You are urged to consult your own tax adviser.

The cost basis of a share is generally its purchase price adjusted for distributions, returns of capital, and other corporate actions. Cost basis is used to determine whether the sale or redemption of a share results

If you hold Fund shares through a broker (or another nominee), please contact that broker or nominee with respect to the reporting of cost basis and available elections for your account.

You are encouraged to consult your tax adviser regarding the application of these cost basis reporting rules and, in particular, which cost basis calculation method you should elect.

We have audited the accompanying financial statements of Smead International Value Fund, L.P., which comprise the statement of assets, liabilities, and partners’ capital, including the schedule of investments, as of December 31, 2020, and the related statements of operations, changes in partners’ capital for the year then ended, and the related notes to the financial statements.

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Smead International Value Fund, L.P. as of December 31, 2020, and the results of its operations, changes in its partners’ capital for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Smead International Value Fund, L.P. (the “Partnership”) was organized on December 15, 2014, under the laws of Delaware as a limited partnership and commenced operations on January 12, 2015. The Partnership is managed by Smead Private Fund Advisers, LLC (the “General Partner”). The Partnership was formed for the purpose of investing primarily in privately or publicly issued capital stock or other equity instruments, bonds, warrants, as well as foreign exchange options and currency. The dissolution of the Partnership may be determined at any time by the General Partner in its discretion.

On December 15, 2014, the Partnership engaged Smead Capital Management, Inc. (the “Investment Manager”), an affiliated company of the General Partner, to provide investment advisory services to the Partnership. The Investment Manager was registered with the Securities and Exchange Commission on April 13, 2007.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification. The Partnership is an investment company and follows the accounting and reporting guidance in Accounting Standards Codification Topic 946, Financial Services – Investment Companies.

Securities transactions are recorded in the accounts on a trade-date basis. Realized gains and losses on investments are recognized based on the specific-identification method. Realized and unrealized gains and losses on investments are reflected in net gain (loss) on investments. Dividend income on securities owned is recorded on the ex-dividend date. Interest income is recognized on the accrual basis. Withholding taxes on foreign dividends are provided in accordance with the Partnership’s understanding of the applicable country’s tax rules and rates.

Assets and liabilities denominated in foreign currencies are translated into United States dollar amounts at the year-end exchange rates. Transactions denominated in foreign currencies, including purchases and sales of investments, and income and expenses, are translated into United States dollar amounts on the transaction date. Adjustments arising from foreign currency transactions are reflected in the statement of operations.

The Partnership does not isolate that portion of the results of operations arising from the effect of changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of investments held. Such fluctuations are included in net realized and unrealized gain or loss on investments and foreign currencies in the statement of operations.

The Partnership is not subject to income taxes; the individual partners are required to report their distributive share of the Partnership’s realized income, gain, loss, deductions, or credits on their individual income tax returns.

The Partnership recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained by assuming examination by tax authorities. The Partnership has determined that there is no tax liability resulting from unrecognized tax benefits related to uncertain income tax positions taken or expected to be taken on the tax return for the year ended December 31, 2020. The Partnership recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. For the year ended December 31, 2020, the Partnership did not incur any interest or penalties.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

Investments in securities are carried at fair value. Securities traded on a national securities exchange are valued at the last reported sales price at the close of the period. Investments listed on the NASDAQ National Market List or OTC Market are valued at the last trade price as of the date of determination or, if no such trade price is reported for the date of determination, at the current bid price for long positions or current ask price for short positions at the close of business on the date of determination. There were no changes to the Partnership’s valuation policy during the year ended December 31, 2020.

The Partnership uses a fair value hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The valuation techniques used in the hierarchy are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. These two types of inputs create the following hierarchy:

An individual investment’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The following is a summary of the Partnership’s assets at fair value as of December 31, 2020:

*For additional detail and industry classifications, refer to the schedule of investments.

Limited Partners invested in the Partnership are charged a management fee equal to 1.0% per annum (0.083% on a monthly basis). The management fee shall be calculated and paid to the Investment Manager each calendar month in arrears based on the ending partners’ capital of the Partnership for the month; provided that the management fee with respect to assets added to an account of a Limited Partner that makes a capital contribution as of a date other than the first day of month will be prorated for the month. The management fee charged to Limited Partners for the year ended December 31, 2020 was $28,073, and $4,120 was payable at December 31, 2020 and included in the Due to Investment Manager, net on the statement of assets, liabilities, and partners’ capital. The Investment Manager, at its sole discretion, may waive or reduce the management fee for Limited Partners and for certain large or strategic investors. There were no waived management fees for Limited Partners during the year ended December 31, 2020.

The Partnership bears its own fees and expenses, subject to a temporary expense cap (“Temporary Cap”). The Investment Manager has agreed to the Temporary Cap for expenses payable through such future date as the Investment Manager may determine in its discretion, upon at least 60 days’ notice to the Partnership (such period during which the Temporary Cap is in effect, the “Cap Period”). The Investment Manager or its affiliates will bear all of the Qualifying Expenses (as defined in the private placement memorandum) to the extent they exceed 0.50% per year of the Partnership’s partners’ capital. Specifically, the amount to be borne by the Investment Manager or its affiliates under the Temporary Cap will be measured on a quarterly basis. Amounts of Qualifying Expenses exceeding the Temporary Cap during the Cap Period shall be paid by the Investment Manager or its affiliates promptly after December 31 of each respective year. The expense reimbursement was $37,937 for the year ended December 31, 2020, and $2,225 was receivable at December 31, 2020 and included in the Due to Investment Manager, net on the statement of assets, liabilities, and partners’ capital.

Initial or subsequent capital contributions may be made, with the consent of and at the discretion of the General Partner, as of the first business day of each calendar month or at any point. Minimum initial contribution shall be $250,000 with the General Partner having authority to waive or reduce the initial contribution requirement in its sole discretion. The General Partner shall also have sole discretion as to when funds shall be posted to the Limited Partner’s capital account.

Profits and losses are allocated to all partners of the Partnership in accordance with the terms of the Partnership agreement. In general, the General Partner and each Limited Partner share in the profits and losses of the Partnership in proportion to their respective interests in the Partnership, except for “new issue” income or loss, which is allocated only to eligible partners as defined by the Financial Industry Regulatory Authority, Inc (“FINRA”).

At times, the Partnership will participate in initial public offerings of equity securities, which may trade at a premium or discount in the secondary market whenever such secondary market begins (new issues). Profits resulting from the Partnership’s participation in such new issues are allocated only to non-restricted investors, as defined by FINRA. There was no new issue income or loss for the year ended December 31, 2020.

Withdrawal of a Limited Partner’s interest in the Partnership is subject to the General Partner’s approval. The Limited Partner shall be entitled to withdraw all or part of its interest as of the last business day of each calendar month by completing a Partnership approved withdrawal notice. Such notice must be received at least fifteen calendar days before such request is to be effective. If withdrawal is requested within three months of any contribution, the Partnership may impose a fee payable to the Partnership of two percent (2%) of withdrawal proceeds for any full or partial withdrawal. The General Partner may waive or modify the terms of such withdrawal fee in its discretion.

Mid-month withdrawals may be permitted at the General Partner’s discretion, however the General Partner will have sole authority to determine whether a Limited Partner’s capital account is valued effective as of mid-month or at month-end.

Any request for withdrawal that would leave a capital account balance less than $250,000, or such other minimum account balance set by the General Partner and previously disclosed to the Limited Partner will, in the General Partner’s discretion, either be denied to the extent it would fall below such minimum or result in a full compulsory withdrawal.

In the event the General Partner believes there is a state of affairs constituting an emergency, the General Partner may, at his discretion, suspend withdrawals.

financial institution with which it conducts business is unable to fulfill contractual obligations on its behalf. The General Partner monitors the financial condition of each financial institution.

The Partnership’s portfolio may not generally be diversified at all times. Accordingly, the investment portfolio of the Partnership may be subject to more rapid change in value than would be the case if the Partnership was required to maintain a wide diversification among securities, companies, countries, or industry groups.

The clearing and depository operations for the Partnership’s security transactions are provided by State Street (the “Clearing Broker”). At December 31, 2020, all of the securities owned, cash and foreign currency reflected in the statement of assets, liabilities, and partners’ capital are positions held with and amounts due from this broker. In the event the Clearing Broker is unable to fulfill its obligations, the Partnership would be subject to credit risk.

Investments in securities are subject to margin requirements, and the broker uses the Partnership’s securities as collateral for any outstanding debts.

Affiliates of the General Partner have limited partnership interests totaling 71.1% of the capital of the Partnership at December 31, 2020.

Nonregistered investment funds are required to disclose certain financial highlights related to investment performance and operations. These financial highlights include total return and net investment income and expense ratios for the year ended December 31, 2020, applicable to the Partnership’s Limited Partners as follows:

Total return, expense, and net investment income ratios are calculated for the Limited Partners as a whole. The net investment income/(loss) ratio is calculated based on investment income less investment expenses. An individual Limited Partner’s actual results may vary from those noted above based on participation in new issues, management fees, and the timing of capital transactions.

For the year ended December 31, 2020, purchases and sales of investment securities other than short-term investments, were $1,916,827 and $630,303, respectively.

The Partnership has evaluated subsequent events through March 18, 2021, the date the financial statements were issued. During the period from January 1, 2021 through March 18, 2021, the Partnership received Limited Partner capital contributions of $100,000.

The Partnership recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained by assuming examination by tax authorities. The Partnership has determined that there is no tax liability resulting from unrecognized tax benefits related to uncertain income tax positions taken or expected to be taken through June 30, 2021. The Partnership recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. For the period ended June 30, 2021, the Partnership did not incur any interest or penalties.

An individual investment’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The following is a summary of the Partnership’s assets at fair value as of June 30, 2021:

*For additional detail and industry classifications, refer to the schedule of investments.

Limited Partners invested in the Partnership are charged a management fee equal to 1.0% per annum (0.083% on a monthly basis). The management fee shall be calculated and paid to the Investment Manager each calendar month in arrears based on the ending partners’ capital of the Partnership for the month; provided that the management fee with respect to assets added to an account of a Limited Partner that makes a capital contribution as of a date other than the first day of month will be prorated for the month. The management fee charged to Limited Partners for the period ended June 30, 2021 was $30,454, and $16,519 was payable at June 30, 2021 and included in the Due to Investment Manager, net on the statement of assets, liabilities, and partners’ capital. The Investment Manager, at its sole discretion, may waive or reduce the management fee for Limited Partners and for certain large or strategic investors. There were no waived management fees for Limited Partners during the period ended June 30, 2021.

The Partnership bears its own fees and expenses, subject to a temporary expense cap (“Temporary Cap’). The Investment Manager has agreed to the Temporary Cap for expenses payable through such future date as the Investment Manager may determine in its discretion, upon at least 60 days’ notice to the Partnership (such period during which the Temporary Cap is in effect, the “Cap Period”). The Investment Manager or its affiliates will bear all of the Qualifying Expenses (as defined in the private placement memorandum) to the extent they exceed 0.50% per year of the Partnership’s partners’ capital. Specifically, the amount to be borne by the Investment Manager or its affiliates under the Temporary Cap will be measured on a quarterly basis. Amounts of Qualifying Expenses exceeding the Temporary Cap during the Cap Period shall be paid by the Investment Manager or its affiliates promptly after December 31 of each respective year. The expense reimbursement was $11,231 for the period ended June 30, 2021, and $5,453 was receivable at June 30, 2021 and included in the Due to Investment Manager, net on the statement of assets, liabilities, and partners’ capital.

In the event the General Partner believes there is a state of affairs constituting an emergency, the General Partner may, at his discretion, suspend withdrawals.

In the normal course of business, the Partnership maintains its cash balances in financial institutions, which at times may exceed federally insured limits. The Partnership is subject to credit risk to the extent any financial institution with which it conducts business is unable to fulfill contractual obligations on its behalf. The General Partner monitors the financial condition of each financial institution.

The clearing and depository operations for the Partnership’s security transactions are provided by State Street (the “Clearing Broker”). At June 30, 2021, all of the securities owned, cash and foreign currency reflected in the statement of assets, liabilities, and partners’ capital are positions held with and amounts due from this broker. In the event the Clearing Broker is unable to fulfill its obligations, the Partnership would be subject to credit risk.

Investments in securities are subject to margin requirements, and the broker uses the Partnership’s securities as collateral for any outstanding debts.

Affiliates of the General Partner have limited partnership interests totaling 72.5% of the capital of the Partnership at June 30, 2021.

Nonregistered investment funds are required to disclose certain financial highlights related to investment performance and operations. These financial highlights include total return and net investment income and expense ratios for the period ended June 30, 2021, applicable to the Partnership’s Limited Partners as follows:

For the period ended June 30, 2021, purchases and sales of investment securities other than short-term investments, were $1,061,387 and $683,165, respectively.

The Partnership has evaluated subsequent events through December 29, 2021, the date the financial statements were issued. During the period from July 1, 2021 through December 29, 2021, the Partnership received Limited Partner capital contributions of $200,000.

Each share of the Fund represents an equal proportionate interest in the assets and liabilities belonging to the Fund and is entitled to such distributions out of the income belonging to the Fund as are declared by the Board of Trustees. The Board of Trustees has the authority from time to time to divide or combine the shares of any series into a greater or lesser number of shares of that series so long as the proportionate beneficial interests in the assets belonging to that series and the rights of shares of any other series are in no way affected. Additionally, in case of any liquidation of a series, the holders of shares of the series being liquidated are entitled to receive a distribution out of the assets, net of the liabilities, belonging to that series. Expenses attributable to any series or class are borne by that series or class. Any general expenses of the Trust not readily identifiable as belonging to a particular series or class are allocated by, or under the direction of, the Board of Trustees on the basis of relative net assets, the number of shareholders or another equitable method. No shareholder is liable to further calls or to assessment by the Trust without his or her express consent.

The assets of the Fund received for the issuance or sale of its shares, and all income, earnings, profits and proceeds thereof, subject only to the rights of creditors, shall constitute the underlying assets of the Fund. In the event of the dissolution or liquidation of the Fund, the holders of shares of the Fund are entitled to share pro rata in the net assets of the Fund available for distribution to shareholders.

Smead Capital Management, Inc. (the “Adviser”) is the investment adviser to the Fund.

The investment objective of the Fund is long-term capital appreciation. There is no assurance that the Fund will achieve its investment objective.

The following discussion supplements the description of the Fund’s investment objective and principal investment strategies set forth in the Prospectus. Except for the fundamental investment restrictions listed below (see “Fundamental Investment Limitations”), the Fund’s investment strategies and policies are not fundamental and may be changed by sole action of the Board of Trustees, without shareholder approval. While the Fund is permitted to hold securities and engage in various strategies as described hereafter, it is not obligated to do so. The Fund’s investment objective and strategies may be changed without the approval of the Fund’s shareholders upon 60 days’ written notice to shareholders.

Whenever an investment policy or investment restriction states a maximum percentage of the Fund’s assets that may be invested in any security, or other asset, or sets forth a policy regarding quality standards, such standard or percentage limitation will be determined immediately after and as a result of the Fund’s acquisition or sale of such security or other asset. Accordingly, except with respect to borrowing and illiquid securities, any subsequent change in values, net assets or other circumstances will not be considered when determining whether an investment complies with the Fund’s investment policies and investment restrictions set forth herein or in the Prospectus. In addition, if a bankruptcy or other extraordinary event occurs concerning a particular investment by the Fund, the Fund may receive stock, real estate or other investments that the Fund would not, or could not, buy. If this happens, the Fund will sell such investments as soon as practicable while trying to maximize the return to its shareholders.

The Fund is classified as “non-diversified.” A non-diversified fund is a fund that is not limited by the 1940 Act with regard to the percentage of its assets that may be invested in the securities of a single issuer. The securities of a particular issuer may dominate the Fund’s investment portfolio. This may adversely affect the Fund’s performance or subject the Fund’s shares to greater price volatility than that experienced by more diversified investment companies. Please see “Federal Income Tax Matters” for further information on tax diversification for the Fund.

An equity security (such as a stock, partnership interest or other beneficial interest in an issuer) represents a proportionate share of the ownership of a company. Its value is based on the success of the company’s business, any income paid to stockholders, the value of its assets and general market conditions. Common stocks and preferred stocks are examples of equity securities. Preferred stocks are equity securities that often pay dividends at a specific rate and have a preference over common stocks in dividend payments and liquidation of assets. Some preferred stocks may be convertible into common stock. Convertible securities are securities (such as debt securities or preferred stock) that may be converted into or exchanged for a specified amount of common stock of the same or different issuer within a particular period of time at a specified price or formula.

The risks of investing in companies in general include business failure and reliance on erroneous reports. Larger, more established companies may be unable to respond quickly to new competitive challenges such as changes in consumer tastes or innovative smaller competitors. Also, large-cap companies are sometimes

unable to attain the high growth rates of successful, smaller companies, especially during extended periods of economic expansion.

For temporary defensive purposes, the Adviser may from time to time invest up to 100% of the Fund’s total assets in high-quality, short-term debt securities and money market instruments. These short-term debt securities and money market instruments include shares of other mutual funds, commercial paper, certificates of deposit, bankers’ acceptances, U.S. Government securities and repurchase agreements in order to meet redemption requests or as a defensive measure in response to adverse market, economic, political or other conditions. Taking a temporary defensive position may be inconsistent with the Fund’s principal investment strategies or may result in the Fund not achieving its investment objective.

Money Market Funds. The Fund may invest in money market funds in connection with its management of daily cash positions or as a temporary defensive measure. Generally, money market funds seek to earn income consistent with the preservation of capital and maintenance of liquidity. They primarily invest in high quality money market obligations, including securities issued or guaranteed by the U.S. Government or its agencies and instrumentalities, bank obligations and high-grade corporate instruments. These investments generally mature within 397 days from the date of purchase. An investment in a money market fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any government agency. The Fund’s investments in money market funds may be used for cash management purposes and to maintain liquidity in order to satisfy redemption requests or pay unanticipated expenses. In addition to the advisory and operational fees the Fund bears directly in connection with its own operation, the Fund also bears its pro rata portion of the advisory and operational expenses of each other money market fund.

Your cost of investing in the Fund will generally be higher than the cost of investing directly in the underlying money market fund shares. You will indirectly bear fees and expenses charged by the underlying money market funds in addition to the Fund’s direct fees and expenses. Furthermore, the use of this strategy could affect the timing, amount and character of distributions to you and, therefore, may increase the amount of taxes payable by you.

Bank Certificates of Deposit, Bankers’ Acceptances and Time Deposits. The Fund may acquire certificates of deposit, bankers’ acceptances and time deposits. Certificates of deposit are negotiable certificates issued against monies deposited in a commercial bank for a definite period of time and earning a specified return. Bankers’ acceptances are negotiable drafts or bills of exchange, normally drawn by an importer or exporter to pay for specific merchandise, which are “accepted” by a bank, meaning in effect that the bank unconditionally agrees to pay the face value of the instrument on maturity. Certificates of deposit and bankers’ acceptances acquired by the Fund will be dollar-denominated obligations of domestic or foreign banks or financial institutions which at the time of purchase have capital, surplus and undivided profits in excess of $100 million (including assets of both domestic and foreign branches), based on latest published reports, or less than $100 million if the principal amount of such bank obligations are fully insured by the U.S. Government.

Domestic banks and foreign banks are subject to different governmental regulations with respect to the amount and types of loans that may be made and interest rates that may be charged. In addition, the

profitability of the banking industry depends largely upon the availability and cost of funds for the purpose of financing lending operations under prevailing money market conditions. General economic conditions as well as exposure to credit losses arising from possible financial difficulties of borrowers play an important part in the operations of the banking industry.

As a result of federal and state laws and regulations, domestic banks are, among other things, required to maintain specified levels of reserves, limited in the amount which they can loan to a single borrower and subject to other regulations designed to promote financial soundness. However, such laws and regulations do not necessarily apply to foreign bank obligations that the Fund may acquire.

In addition to purchasing certificates of deposit and bankers’ acceptances, to the extent permitted under its investment objective and policies stated above and in the Prospectus, the Fund may make interest-bearing time or other interest-bearing deposits in commercial or savings banks. Time deposits are non-negotiable deposits maintained at a banking institution for a specified period of time at a specified interest rate.

Savings Association Obligations. The Fund may invest in certificates of deposit (interest-bearing time deposits) issued by savings banks or savings and loan associations that have capital, surplus and undivided profits in excess of $100 million, based on latest published reports, or less than $100 million if the principal amount of such obligations is fully insured by the U.S. Government.

Commercial Paper, Short-Term Notes and Other Corporate Obligations. The Fund may invest a portion of its assets in commercial paper and short-term notes. Commercial paper consists of unsecured promissory notes issued by corporations. Issues of commercial paper and short-term notes will normally have maturities of less than nine months and fixed rates of return, although such instruments may have maturities of up to one year.

Commercial paper and short-term notes will consist of issues rated at the time of purchase “A-2” or higher by Standard & Poor’s Ratings Group (“S&P”), “Prime-1” or “Prime-2” by Moody’s Investors Service (“Moody’s”), or similarly rated by another nationally recognized statistical rating organization or, if unrated, will be determined by the Adviser to be of comparable quality.

Corporate obligations include bonds and notes issued by corporations to finance longer-term credit needs than supported by commercial paper. While such obligations generally have maturities of ten years or more, the Fund may purchase corporate obligations that have remaining maturities of one year or less from the date of purchase and that are rated “A” or higher by S&P or “A” or higher by Moody’s.

Repurchase Agreements. The Fund may enter into repurchase agreements. Under a repurchase agreement, the Fund agrees to purchase securities from financial institutions or broker-dealers deemed creditworthy by the Adviser, subject to the seller’s agreement to repurchase the securities at an agreed-upon time and price. The resale price under a repurchase agreement is generally equal to the price paid by the Fund, plus interest negotiated on the basis of then-current short-term rates (which may be more or less than the rate on the underlying securities). Repurchase agreements are typically entered into for periods of one week or less.

The Adviser will review and continuously monitor the creditworthiness of each approved seller, and will require each of the Fund’s repurchase agreements to be fully collateralized at all times with high-quality, liquid assets maintained by a designated third-party in a segregated account. Repurchase agreements could involve certain risks in the event of bankruptcy or other default by the seller. If a seller under a repurchase agreement were to default on the agreement and be unable to repurchase the security subject to the repurchase agreement, the Fund would look to the collateral underlying the seller’s repurchase agreement, including the securities subject to the repurchase agreement, for satisfaction of the seller’s obligation to the Fund. The Fund might incur a loss if the value of the collateral declines and may incur disposition costs in

liquidating certain collateral. In addition, if bankruptcy proceedings are commenced with respect to the seller, obtaining rights to sell the collateral may be delayed or limited and a loss may be incurred, except with respect to repurchase agreements secured by U.S. government securities.

Securities subject to repurchase agreements will be held, as applicable, by the Fund’s custodian in the Federal Reserve/Treasury book-entry system or by another authorized securities depository. Repurchase agreements are considered to be loans by the Fund under the 1940 Act.

Repurchase agreements shall be deemed to have a maturity equal to the period remaining until the date on which the repurchase of the underlying securities is scheduled to occur, or, where the agreement is subject to demand, the notice period applicable to a demand for the repurchase of the securities. The staff of the SEC currently takes the position that repurchase agreements maturing in more than seven days are illiquid securities.

A call option for a particular security gives the purchaser of the option the right to buy, and the writer of the option the obligation to sell, the underlying security at the stated exercise price at any time prior to the expiration of the option, regardless of the market price of the security. The premium paid to the writer is in consideration for undertaking the obligations under the option contract. A put option for a particular security gives the purchaser the right to sell, and the writer of the option the obligation to buy, the underlying security at the stated exercise price at any time prior to the expiration date of the option, regardless of the market price of the security. The writer of an option that wishes to terminate its obligation may effect a “closing purchase transaction.” This is accomplished by buying an option of the same series as the option previously written. The effect of the purchase is that the writer’s position will be canceled by the clearing corporation. However, a writer may not effect a closing purchase transaction after being notified of the exercise of an option. Likewise, an investor who is the holder of an option may liquidate its position by effecting a “closing sale transaction.” The cost of such a closing purchase transaction plus transaction costs may be greater than the premium received upon the original option, in which event the Fund will have incurred a loss in the transaction. There is no guarantee in any instance that either a closing purchase transaction or a closing sale transaction can be effected.

in-the-money call options may be used when it is expected that the price of the underlying security will remain flat or decline moderately during the option period. Buy-and-write transactions using out-of-the-money call options may be used when it is expected that the premiums received from writing the call option plus the appreciation in the market price of the underlying security up to the exercise price will be greater than the appreciation in the price of the underlying security alone. If the call options are exercised in such transactions, the maximum gain to the Fund will be the premium received by it for writing the option, adjusted upwards or downwards by the difference between the Fund’s purchase price of the security and the exercise price. If the options are not exercised and the price of the underlying security declines, the amount of such decline will be offset in part, or entirely, by the premium received.

a closing purchase transaction, it will realize a gain (or loss if the cost of a closing purchase transaction exceeds the net premium received when the option is sold) and the deferred credit related to such option will be eliminated. If an option written by the Fund is exercised, the proceeds of the sale will be increased by the net premium originally received and the Fund will realize a gain or loss.

The Fund will incur a loss as a result of the short sale if the price of the security increases between the date of the short sale and the date on which the Fund replaces the borrowed security. The Fund will realize a gain if the security declines in price between those dates. This result is the opposite of what one would expect from a cash purchase of a long position in a security. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of any premium or amounts in lieu of interest or dividends the Fund may be required to pay in connection with a short sale, and will be also decreased by any transaction or other costs.

Until the Fund replaces a borrowed security in connection with a short sale, the Fund will (a) designate on its records as collateral cash or liquid assets at such a level that the designated assets plus any amount deposited with the broker as collateral will equal the current value of the security sold short or (b) otherwise cover its short position in accordance with applicable law. The amount designated on the Fund’s records will be marked to market daily and at no time will the sum of the amount so designated and the amount deposited with the broker as collateral be less than the market value of the securities at the time they sold short. This may limit the Fund’s investment flexibility, as well as its ability to meet redemption requests or other current obligations.

There is no guarantee that the Fund will be able to close out a short position at any particular time or at an acceptable price. During the time that the Fund is short a security, it is subject to the risk that the lender of the security will terminate the loan at a time when the Fund is unable to borrow the same security from another lender. If that occurs, the Fund may be “bought in” at the price required to purchase the security needed to close out the short position, which may be a disadvantageous price.

Short sales also involve other costs. The Fund must normally repay to the lender an amount equal to any dividends or interest that accrues while the loan is outstanding. In addition, to borrow the security, the Fund may be required to pay a premium. The Fund also will incur transaction costs in effecting short sales. The amount of any ultimate gain for the Fund resulting from a short sale will be decreased, and the amount of any ultimate loss will be increased, by the amount of premiums, dividends, interest or expenses the Fund may be required to pay in connection with the short sale.

The Trust (on behalf of the Fund) has adopted the following restrictions as fundamental policies, which may not be changed without the favorable vote of the holders of a “majority of the outstanding voting securities” of the Fund, as defined under the 1940 Act. Under the 1940 Act, the vote of the holders of a “majority of the outstanding voting securities” means the vote of the holders of the lesser of (i) 67% of the shares of the Fund represented at a meeting at which the holders of more than 50% of its outstanding shares are represented; or (ii) more than 50% of the outstanding shares of the Fund.

* Investment Restriction 3 is applicable to investments in securities of issuers in any one industry or group of industries.

The following lists the non-fundamental investment restrictions applicable to the Fund. These restrictions can be changed by the Board of Trustees, but the change will only be effective after prior written notice is given to shareholders of the Fund.

From time to time, one or more members of the Board may also meet with Trust officers in less formal settings, between formal Board Meetings to discuss various topics. In all cases, however, the role of the Board and of any individual Trustee is one of oversight and not of management of the day-to-day affairs of the Trust, and its oversight role does not make the Board a guarantor of the Trust’s investments, operations or activities.

Pennsylvania State Sports Hall of Fame and was named the greatest player of the 20th Century from Lancaster County, Pennsylvania.

shareholders vote on any such nominee. Shareholder recommendations for nominations to the Board of Trustees will be accepted on an ongoing basis and such recommendations will be kept on file for two years after receipt for consideration when there is a vacancy on the Board of Trustees. The Nominating Committee’s procedures with respect to reviewing shareholder nominations are described below.

^*The Trust believes that this entity, the holder of record of these shares, is not the beneficial owner of such shares.

will automatically terminate in the event of its “assignment,” as defined under the 1940 Act. The Advisory Agreement provides that the Adviser shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the execution of portfolio transactions for the Fund, except for willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties thereunder.

In consideration of the services provided by the Adviser pursuant to the Advisory Agreement, the Adviser is entitled to receive from the Fund an investment advisory fee computed daily and paid monthly, based on an annual rate equal to 0.75% of the Fund’s average daily net assets, as specified in the Prospectus. The advisory fee is calculated for each share class based on average daily net assets of each share class. However, the Adviser may voluntarily agree to waive a portion of the fees payable to it on a month-to-month basis, including additional fees above and beyond any contractual agreement the Adviser may have to waive fees and/or reimburse Fund expenses.

Pursuant to an administration agreement between the Trust and State Street Bank and Trust Company (the “Administrator”), One Lincoln Street, Boston, MA 02111, the Administrator acts as administrator for the Fund. The Administrator provides certain administrative services to the Fund, including, among other responsibilities: coordinating the negotiation of contracts and fees with, and the monitoring of performance and billing of, the Fund’s independent contractors and agents; preparing for signature by an officer of the Trust all of the documents required to be filed for compliance by the Trust and the Fund with applicable

laws and regulations excluding those of the securities laws of various states; arranging for the computation of performance data, including net asset value (“NAV”) and yield; responding to shareholder inquiries; arranging for the maintenance of books and records of the Fund; and providing, at its own expense, office facilities, equipment and personnel necessary to carry out its duties. In this capacity, the Administrator does not have any responsibility or authority for the management of the Fund, the determination of investment policy or for any matter pertaining to the distribution of Fund shares. The Administrator also acts as custodian and fund accountant under separate agreements.

The Distribution Agreement has an initial term of two years and will continue in effect only if its continuance is specifically approved at least annually by the Board of Trustees or by vote of a majority of

the Fund’s outstanding voting securities and, in either case, by a majority of the Trustees who are not parties to the Distribution Agreement or “interested persons” (as defined in the 1940 Act) of any such party. The Distribution Agreement is terminable without penalty by the Trust on behalf of the Fund on 60 days’ written notice when authorized either by a majority vote of the outstanding voting securities of the Fund or by vote of a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act) of the Trust. The Distribution Agreement will automatically terminate in the event of its “assignment” (as defined in the 1940 Act).

The Fund has adopted a distribution plan (the “Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act.

Under the Distribution Plan, the Fund is authorized to pay the Distributor, or other such entities as approved by the Board of Trustees, a Rule 12b-1 distribution/shareholder servicing fee (“Rule 12b-1 Fee”) for the sale and servicing of the Fund’s Class R3 shares and Class R4 shares. The maximum amount of the Rule 12b-1 Fee authorized under the Distribution Plan is expressed as a percentage of the Fund’s average daily net assets attributable to the applicable share class, as follows:

The Distributor may pay any or all amounts received under the Distribution Plan to other persons, including the Adviser, for any distribution and/or shareholder servicing activity. Because these fees are paid out of the Fund’s assets attributable to Class R3 shares and Class R4 shares on an on-going basis, over time these fees will increase the cost of your investment in such shares of the Fund and may cost you more than paying other types of sales charges. The Distribution Plan provides that the Distributor may use all or any portion of such Rule 12b-1 Fee to finance any activity that is principally intended to result in the sale or servicing of Fund shares, subject to the terms of the Distribution Plan.

The Rule 12b-1 Fee is payable to the Distributor regardless of the distribution/shareholder servicing expenses actually incurred. Because the Rule 12b-1 Fee is not directly tied to expenses, the amount of distribution and/or servicing fees paid by the Fund during any year may be more or less than actual expenses incurred pursuant to the Distribution Plan. For this reason, this type of distribution fee arrangement is characterized by the SEC staff as a “compensation” plan.

The Distributor may use the Rule 12b-1 Fee to pay for activities related to distribution including, but not limited to, advertising, compensating underwriters, dealers and selling personnel engaged in the distribution of Fund shares, the printing and mailing of prospectuses, statements of additional information and reports to other than current Fund shareholders, the printing and mailing of sales literature pertaining to the Fund, and obtaining whatever information, analyses and reports with respect to marketing and promotional activities that the Fund may, from time to time, deem advisable. Additionally, a portion of the Rule 12b-1 Fee (no more than 0.25% of the Fund’s average daily net assets, subject to the maximum annual rate of

each share class) may be paid for sub-accounting services provided to beneficial owners whose shares are held of record in omnibus, other group accounts or accounts traded through registered clearing agents, as well as account maintenance and personal service to shareholders. These services may include, but are not limited to, assisting in, establishing and maintaining shareholder accounts and records, assisting with purchase and redemption requests, arranging for bank wires, monitoring dividend payments from the Fund to shareholders, and receiving and answering correspondence.

Because Class R3 shares and Class R4 shares of the Fund have not commenced operations, the Fund made no expenditures under the Distribution Plan on behalf of those share classes.

To the extent these asset-based fees and other payments made under the Distribution Plan to these financial intermediaries for the distribution and shareholder servicing services they provide to the Fund’s shareholders exceed the Rule 12b-1 Fees available, these payments are made by the Adviser from its own resources, which may include its profits from the advisory fee it receives from the Fund. In addition, the Fund may participate in various “fund supermarkets” in which a mutual fund supermarket sponsor (usually a broker-dealer) offers many mutual funds to the sponsor’s customers without charging the customers a sales charge. In connection with its participation in such platforms, the Fund may use all or a portion of the Rule 12b-1 Fees to pay one or more supermarket sponsors a negotiated fee for distributing the Fund’s shares. In addition, in its discretion, the Adviser may pay additional fees to such intermediaries from its own assets.

The Distribution Plan provides that it will continue from year to year upon approval by the majority vote of the Board of Trustees, including a majority of the trustees who are not “interested persons” of the Fund, as defined in the 1940 Act, and who have no direct or indirect financial interest in the operations of the Distribution Plan or in any agreement related to such plan (the “Qualified Trustees”), as required by the 1940 Act, cast in person at a meeting called for that purpose. It is also required that the trustees who are not “interested persons” of the Fund, select and nominate all other trustees who are not “interested persons” of the Fund. The Distribution Plan and any related agreements may not be amended to materially increase the amounts to be spent for distribution and shareholder servicing expenses without approval of shareholders holding a majority of the Fund’s shares outstanding. All material amendments to the Distribution Plan or any related agreements must be approved by a vote of a majority of the Board of Trustees and the Qualified Trustees, cast in person at a meeting called for the purpose of voting on any such amendment.

The Distribution Plan requires that the Distributor provide to the Board of Trustees, at least quarterly, a written report on the amounts and purpose of any payment made under the Distribution Plan. The Distributor is also required to furnish the Board of Trustees with such other information as may reasonably be requested in order to enable the Board of Trustees to make an informed determination of whether the Distribution Plan should be continued. With the exception of the Adviser, no “interested person” of the Fund, as defined in the 1940 Act, and no Qualified Trustee of the Fund has a direct or indirect financial interest in the Distribution Plan or any related agreement. The Board has determined that the Distribution Plan is likely to benefit Class R3 and Class R4 shareholders of the Fund by providing an incentive for financial intermediaries to engage in sales and marketing efforts on behalf of the Fund and to provide enhanced services to Class R3 and Class R4 shareholders.

As noted above, the Distribution Plan provides for the ability to use Fund assets to pay financial intermediaries (including those that sponsor mutual fund supermarkets), plan administrators and other service providers to finance any activity that is principally intended to result in the sale of Fund shares. The payments made by the Fund to these financial intermediaries are based primarily on the dollar amount of assets invested in the Fund through the financial intermediaries. These financial intermediaries may pay a portion of the payments that they receive from the Fund to their investment professionals. In addition to

the ongoing asset-based fees paid to these financial intermediaries under the Distribution Plan, the Fund may, from time to time, make payments under the Distribution Plan that help defray the expenses incurred by these intermediaries for conducting training and educational meetings about various aspects of the Fund for their employees. In addition, the Fund may make payments under the Distribution Plan for exhibition space and otherwise help defray the expenses these financial intermediaries incur in hosting client seminars where the Fund is discussed. Flat fees on a one-time or irregular basis may be made for the initial set-up of the Fund on an intermediary’s systems, participation or attendance at an intermediary’s meetings, or for other reasons.

Payments under the Shareholder Servicing Plan may not exceed the respective amounts shown above unless the Board approves the implementation of higher amounts.

Pursuant to the Advisory Agreement, the Adviser determines which securities are to be purchased and sold by the Fund and which broker-dealers are eligible to execute the Fund’s portfolio transactions. Purchases and sales of securities in the over-the-counter market will generally be executed directly with a “market-maker” unless, in the opinion of the Adviser, a better price and execution can otherwise be obtained by using a broker for the transaction.

The Adviser, through an outsourced trading desk, purchases portfolio securities for the Fund and effects transactions with broker-dealers (including banks) that specialize in the types of securities that the Fund will be holding, unless better executions are available elsewhere. Dealers usually act as principal for their own accounts. Purchases from dealers will include a spread between the bid and the asked price. If the execution and price offered by more than one dealer are comparable, the order may be allocated to a dealer that has provided research or other services as discussed below.

In placing portfolio transactions, the Adviser will use reasonable efforts to choose broker-dealers capable of providing the services necessary to obtain the most favorable price and execution available. In determining the best execution, the Adviser considers the full range and quality of services available, such as the size of the order, the difficulty of execution, the operational facilities of the firm involved, the firm’s risk in positioning a block of securities and other factors. In those instances where it is reasonably

determined that more than one broker-dealer can offer the services needed to obtain the most favorable price and execution available, the Adviser gives preference to those broker-dealers that furnish or supply research and statistical information and other services to the Adviser that, in accordance with Section 28(e) of the Securities Exchange Act of 1934, are paid for by so-called “soft dollars” earned as a result of brokerage transactions executed on behalf of the Adviser’s client accounts, including the Fund. The Adviser considers such information, which is in addition to and not in lieu of the services required to be performed by it under its Advisory Agreement with the Fund, to be useful in varying degrees, but of indeterminable value. Portfolio transactions may be placed with broker-dealers who sell shares of the Fund subject to rules adopted by FINRA and the SEC. Portfolio transactions may also be placed with broker-dealers in which the Adviser has invested on behalf of the Fund and/or client accounts.

While it is the Adviser’s general policy to first seek to obtain the most favorable price and execution available in selecting a broker-dealer to execute portfolio transactions for the Fund, as noted above, weight is also given to the ability of a broker-dealer to furnish research and statistical information and other services to the Adviser, even if the information and services are not directly useful to the Fund and may be useful to the Adviser in advising other clients. In other words, the Fund may not be, and historically has not been, the Adviser’s only client that benefits from receipt of such research and services from the brokers and dealers the Fund uses for its trading needs. Although the Adviser believes that all of its clients, including the Fund, benefit from the research and other services received by it from brokers, the Adviser may not necessarily use such research and other services in connection with the accounts that paid commissions to or otherwise traded with brokers providing such research or services in any given period. For example, the Fund, as the Adviser’s single largest client, generates the most soft dollars for the Adviser, which are used to service all of the Adviser’s client accounts, including those that do not pay soft dollars. In negotiating commissions with a broker or evaluating the spread to be paid to a dealer, the Fund may therefore pay a higher commission or spread than would be the case if no weight were given to the furnishing of these supplemental services, provided that the amount of such commission or spread has been determined in good faith by the Adviser to be reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer. The standard of reasonableness is to be measured in light of the Adviser’s overall responsibilities to the Fund.

Investment decisions for the Fund are made independently from those of other client accounts. Nevertheless, it is possible that at times identical securities will be acceptable for both the Fund and one or more of such client accounts. In such event, the position of the Fund and such client account(s) in the same issuer may vary and the length of time that each may choose to hold its investment in the same issuer may likewise vary. However, to the extent any of these client accounts seek to acquire the same security as the Fund at the same time, the Fund may not be able to acquire as large a portion of such security as it desires, or it may have to pay a higher price or obtain a lower yield for such security. Similarly, the Fund may not be able to obtain as high a price for, or as large an execution of, an order to sell any particular security at the same time. If one or more of such client accounts simultaneously purchases or sells the same security that the Fund is purchasing or selling, each day’s transactions in such security will be allocated between the Fund and all such client accounts in a manner deemed equitable by the Adviser, taking into account the respective sizes of the accounts and the amount being purchased or sold and consistent with the policies of the Adviser. It is recognized that in some cases this system could have a detrimental effect on the price or value of the security insofar as the Fund is concerned. In other cases, however, it is believed that the ability of the Fund to participate in volume transactions may produce better executions for the Fund. Notwithstanding the above, the Adviser may execute buy and sell orders for accounts and take action in performance of its duties with respect to any of its accounts that may differ from actions taken with respect to another account, so long as the Adviser shall, to the extent practical, allocate investment opportunities to accounts, including the Fund, over a period of time on a fair and equitable basis and in accordance with applicable law.

Although the Fund generally will not invest for short-term trading purposes, portfolio securities may be sold without regard to the length of time they have been held when, in the opinion of the Adviser, investment considerations warrant such action. Portfolio turnover rate is calculated by dividing (1) the lesser of purchases or sales of portfolio securities for the fiscal year by (2) the monthly average of the value of portfolio securities owned during the fiscal year. A 100% turnover rate would occur if all the securities in the Fund’s portfolio, with the exception of securities whose maturities at the time of acquisition were one year or less, were sold and either repurchased or replaced within one year. A high rate of portfolio turnover (100% or more) generally leads to above-average transaction and brokerage commission costs and may generate capital gains, including short-term capital gains taxable to shareholders at ordinary income rates. To the extent that the Fund experiences an increase in brokerage commissions due to a higher portfolio turnover rate, the performance of the Fund could be negatively impacted by the increased expenses incurred by the Fund.

The Fund, the Adviser and the Distributor have each adopted a Code of Ethics under Rule 17j-1 of the 1940 Act. These Codes of Ethics permit, subject to certain conditions, personnel of the Adviser and Distributor to invest in securities that may be purchased or held by the Fund.

The Board of Trustees has adopted proxy voting policies and procedures (“Proxy Policies”) wherein the Trust has delegated to the Adviser the responsibility for voting proxies relating to portfolio securities held by the Fund as part of its investment advisory services, subject to the supervision and oversight of the Board. The Proxy Voting Policies of the Adviser are described below. Notwithstanding this delegation of responsibilities, however, the Fund retains the right to vote proxies relating to its portfolio securities. The fundamental purpose of the Proxy Policies is to ensure that each vote will be in a manner that reflects the best interest of the Fund and its shareholders, taking into account the value of the Fund’s investments.

passes to the borrower, the Adviser will be unable to vote any security that is out on loan to a borrower on a proxy record date. If the Adviser has investment discretion, however, the Adviser shall reserve the right to instruct the lending agent to terminate a loan

in situations where the matter to be voted upon is deemed to be material to the investment and the benefits of voting the security are deemed to outweigh the costs of terminating the loan.

The actual voting records relating to portfolio securities during the most recent 12-month period ended June 30th is available without charge, upon request, by calling toll-free, 1-877-807-4122 or by accessing the SEC’s website at www.sec.gov.

As a result of the Program, the Fund may be required to “freeze” the account of a shareholder if the shareholder appears to be involved in suspicious activity or if certain account information matches information on government lists of known terrorists or other suspicious persons, or the Fund may be required to transfer the account or proceeds of the account to a governmental agency.

The Trust on behalf of the Fund has adopted portfolio holdings disclosure policies (“Portfolio Holdings Policies”) that govern the timing and circumstances of disclosure of portfolio holdings of the Fund. The Adviser has also adopted the Portfolio Holdings Policies. Information about the Fund’s portfolio holdings will not be distributed to any third party except in accordance with these Portfolio Holdings Policies. The Adviser and the Board of Trustees have considered the circumstances under which the Fund’s portfolio holdings may be disclosed under the Portfolio Holdings Policies. The Adviser and the Board of Trustees also considered actual and potential material conflicts that could arise in such circumstances between the interests of the Fund’s shareholders and the interests of the Adviser, Distributor or any other affiliated person of the Fund. After due consideration, the Adviser and the Board of Trustees have determined that the Fund has a legitimate business purpose for disclosing portfolio holdings to persons described in the Portfolio Holdings Policies. The Board of Trustees also authorized the Adviser or appointed officers to consider and authorize dissemination of portfolio holdings information to additional parties, after considering the best interests of the shareholders and potential conflicts of interest in making such disclosures.

The Board of Trustees exercises continuing oversight of the disclosure of the Fund’s portfolio holdings: (1) by overseeing the implementation and enforcement of the Portfolio Holdings Policies, Codes of Ethics and other relevant policies of the Fund and its service providers by the Trust’s CCO; (2) by considering reports and recommendations by the CCO concerning any material compliance matters (as defined in Rule

38a-1 under the 1940 Act); and (3) by considering whether to approve any amendment to these Portfolio Holdings Policies. The Board of Trustees reserves the right to amend the Portfolio Holdings Policies at any time without prior notice in its sole discretion.

In the event of a conflict between the interests of the Fund and the interests of the Adviser or an affiliated person of the Adviser, the CCO of the Adviser, in consultation with the Trust’s CCO, shall make a determination in the best interests of the Fund, and shall report such determination to the Board of Trustees at the end of the quarter in which such determination was made. Any employee of the Adviser who suspects a breach of this obligation must report the matter immediately to the Adviser’s CCO or to his or her supervisor.

In addition, material non-public holdings information may be provided without lag as part of the normal investment activities of the Fund to each of the following entities which, by explicit agreement or by virtue of their respective duties to the Fund, are required to maintain the confidentiality of the information disclosed: the Administrator; the Custodian; the Transfer Agent; the Fund’s independent registered public accounting firm; counsel to the Fund or the Board of Trustees (current parties are identified in this SAI); broker-dealers (in connection with the purchase or sale of securities or requests for price quotations or bids on one or more securities); and regulatory authorities. Portfolio holdings information not publicly available with the SEC may only be provided to additional third parties, in accordance with the Portfolio Holdings Policies, when the Fund has a legitimate business purpose, and the third party recipient is subject to a confidentiality agreement. Currently, between the 5th and 10th business day of the month following a calendar quarter, the Fund provides its quarterly portfolio holdings to rating and ranking organizations, including Lipper, a Thomson Reuters company, Morningstar, Inc., Standard & Poor’s Financial Services, LLC, Bloomberg L.P., Thomson Reuters Corporation, Vickers Stock Research Corporation and Capital-Bridge, Inc., and BNY/Mellon. In addition, within 30 days of the calendar quarter end, the Fund posts to its website a list of its top ten holdings as well as a full list of portfolio holdings. Portfolio holdings information may be separately provided to any person, at the same time that it is filed with the SEC or one day after it is first published on the Fund’s website. Additional portfolio holdings disclosure may be approved under the Portfolio Holdings Policies by the Trust’s CCO, Treasurer or President.

In no event shall the Adviser, its affiliates or employees, or the Fund receive any direct or indirect compensation in connection with the disclosure of information about the Fund’s portfolio holdings.

There can be no assurance that the Portfolio Holdings Policies and these procedures will protect the Fund from potential misuse of that information by individuals or entities to which it is disclosed.

The NAV per share is computed by dividing the value of the securities held by the Fund plus any cash or other assets (including interest and dividends accrued but not yet received) minus all liabilities (including accrued expenses) by the total number of shares in the Fund outstanding at such time.

Generally, the Fund’s investments are valued at market value or, in the absence of a market value, at fair value as determined in good faith by the Adviser and the Valuation Committee pursuant to procedures approved by or under the direction of the Board of Trustees.

Each security owned by the Fund that is listed on a securities exchange is valued at its last sale price on that exchange on the date as of which assets are valued. When the security is listed on more than one exchange, the Fund will use the price on the exchange that the Fund generally considers to be the principal exchange on which the security is traded. Portfolio securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”) will be valued at the NASDAQ Official Closing Price (“NOCP”), which may not necessarily represent the last sale price. If the NOCP is not available, such securities shall be valued at the last sale price on the day of valuation. If there has been no sale on such exchange or on NASDAQ on such day, the security is valued at the mean between the most recent bid and asked prices on such day. Over-the-Counter Securities that are not traded on NASDAQ shall be valued at the most recent trade price.

Debt securities other than short-term instruments are valued at the mean between the closing bid and asked prices provided by a pricing service (“Pricing Service”). If the closing bid and asked prices are not readily available, the Pricing Service may provide a price determined by a matrix pricing method or other analytical pricing models. Short-term debt securities, such as commercial paper, bankers acceptances and U.S. Treasury Bills, having a maturity of less than 60 days are valued at amortized cost. If a short-term debt security has a maturity of greater than 60 days, it is valued at market price.

When market quotations are not readily available, any security or other asset is valued at its fair value as determined under fair value pricing procedures approved by the Board of Trustees. These fair value pricing procedures will also be used to price a security when corporate events, events in the securities market or world events cause the Adviser to believe that a security’s last sale price may not reflect its actual fair market value. The intended effect of using fair value pricing procedures is to ensure that the Fund’s shares are accurately priced. The Board of Trustees will regularly evaluate whether the Fund’s fair value pricing procedures continue to be appropriate in light of the specific circumstances of the Fund and the quality of prices obtained through their application by the Trust’s valuation committee.

the following business day. If such events occur, the Fund will value foreign securities at fair value, taking into account such events, in calculating the NAV. In such cases, use of fair valuation can reduce an investor’s ability to seek to profit by estimating the Fund’s NAV in advance of the time the NAV is calculated. The Adviser anticipates that the Fund’s portfolio holdings will be fair valued only if market quotations for those holdings are considered unreliable.

All other assets of the Fund are valued in such manner as the Board of Trustees in good faith deems appropriate to reflect their fair value.

The information provided below supplements the information contained in the Prospectus regarding the purchase and redemption of Fund shares.

You may purchase shares of the Fund directly from the Transfer Agent, or from securities brokers, dealers or other financial intermediaries (collectively, “Financial Intermediaries”). Investors should contact their Financial Intermediary directly for appropriate instructions, as well as information pertaining to accounts and any service or transaction fees that may be charged. The Fund may enter into arrangements with certain Financial Intermediaries whereby such Financial Intermediaries (and their authorized designees) are authorized to accept your order on behalf of the Fund (each an “Authorized Intermediary”). If you transmit your purchase request to an Authorized Intermediary before the close of regular trading (generally 4:00 p.m., Eastern time) on a day that the NYSE is open for business, shares will be purchased at the next calculated NAV, plus any applicable sales charge, after the Financial Intermediary receives the request. Investors should check with their Financial Intermediary to determine if it is an Authorized Intermediary.

Shares are purchased at the next calculated NAV, plus any applicable sales charge, after the Transfer Agent or Authorized Intermediary receives your purchase request in good order. In most cases, in order to receive that day’s NAV, the Transfer Agent must receive your order in good order before the close of regular trading on the NYSE (generally 4:00 p.m., Eastern time).

The Trust reserves the right in its sole discretion (i) to suspend the continued offering of the Fund’s shares, (ii) to reject purchase orders in whole or in part when, in the judgment of the Adviser or the Distributor, such rejection is in the best interest of the Fund, and (iii) to reduce or waive the minimum for initial and subsequent investments as described in the Prospectus and under other circumstances deemed appropriate by the Board of Trustees.

You may redeem your Fund shares any day the NYSE is open for regular trading, either directly with the Transfer Agent or through your Financial Intermediary.

Payments to shareholders for shares of the Fund redeemed directly from the Transfer Agent will be made as promptly as possible, but no later than seven days after receipt by the Transfer Agent of the written request in proper form, with the appropriate documentation as stated in the Prospectus, except that the Fund may suspend the right of redemption or postpone the date of payment during any period when (a) trading on the NYSE is restricted as determined by the SEC or the NYSE is closed for other than weekends and holidays; (b) an emergency exists as determined by the SEC making disposal of portfolio securities or valuation of net assets of the Fund not reasonably practicable; or (c) for such other period as the SEC may permit for the protection of the Fund’s shareholders. Under unusual circumstances, the Fund may suspend redemptions, or postpone payment for more than seven days, but only as authorized by SEC rules.

Shareholders with telephone transaction privileges established on their account may redeem Fund shares by telephone. Upon receipt of any instructions or inquiries by telephone from the shareholder, the Fund or its authorized agents may carry out the instructions and/or respond to the inquiry consistent with the shareholder’s previously established account service options. For joint accounts, instructions or inquiries from either party will be carried out without prior notice to the other account owners. In acting upon telephone instructions, the Fund and its agents use procedures that are reasonably designed to ensure that such instructions are genuine. These include recording all telephone calls, requiring pertinent information about the account and sending written confirmation of each transaction to the registered owner.

The Transfer Agent will employ reasonable procedures to confirm that instructions communicated by telephone are genuine. If the Transfer Agent fails to employ reasonable procedures, the Fund and the Transfer Agent may be liable for any losses due to unauthorized or fraudulent instructions. If these procedures are followed, however, to the extent permitted by applicable law, neither the Fund nor its agents will be liable for any loss, liability, cost or expense arising out of any redemption request, including any fraudulent or unauthorized request. For additional information, contact the Transfer Agent.

Each series of the Trust is treated as a separate entity for federal income tax purposes. The Fund, as a series of the Trust, intends to qualify and elect to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), provided the Fund complies with all applicable requirements regarding the source of its income, diversification of its assets and timing and amount of its distributions. The Fund’s policy is to distribute to its shareholders all of its investment company taxable income and any net capital gain for each fiscal year in a manner that complies with the distribution requirements of the Code, so that the Fund will not be subject to any federal income or excise taxes on amounts distributed. However, the Fund cannot guarantee that its anticipated distributions will be sufficient to eliminate all taxes at the Fund level. If the Fund does not qualify as a RIC and is unable to obtain relief from such failure, it would be taxed as a regular corporation and, in such case, it would be more beneficial for a shareholder to directly own the Fund’s underlying investments rather than indirectly owning such underlying investments through the Fund.

To qualify as a RIC, the Fund must derive at least 90% of its gross income from “good income,” which includes: (1) dividends, interest, certain payments with respect to securities loans and gains from the sale or other disposition of stock, securities or foreign currencies; and (2) other income (including but not limited to gains from options, futures or forward contracts) derived with respect to the Fund’s business of investing

in such stock, securities or foreign currencies. Some Fund investments may produce income that will not qualify as good income for the purposes of this annual gross income requirement. There can be no assurance that the Fund will satisfy all requirements to be taxed as a RIC.

Furthermore, the Fund must diversify its holdings such that at the end of each fiscal quarter, (i) at least 50% of the value of the Fund’s assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other acceptable securities, with such other securities limited in respect to any one issuer to an amount not greater in value than 5% of the value of the Fund’s assets and to no more than 10% of the outstanding voting securities of any such issuer; and (ii) no more than 25% of the value of the Fund’s assets may be invested in the securities of any one issuer (other than U.S. government securities or securities of other RICs), or of any two or more issuers that are controlled, as determined under applicable Code rules, by the Fund and that are engaged in the same, similar or related trades or businesses, or of certain qualified publicly traded partnerships.

The Fund will be subject to a 4% federal excise tax if it fails to distribute (or be deemed to have distributed) by December 31 of each calendar year (i) at least 98% of its ordinary income for such year, (ii) at least 98.2% of its capital gain net income for either the 12-month period ending on October 31 during such year or, if the Fund makes an election under Section 4982(e)(4) of the Code, the Fund’s fiscal year (reduced by any net ordinary losses, but not below the Fund’s net capital gain for the applicable period) and (iii) any amounts from the prior calendar year that were not distributed and on which the Fund paid no federal income tax. The Fund has a Section 4982(e)(4) election currently in effect.

Investment company taxable income generally consists of interest, dividends, and net short-term capital gain, less expenses. Net capital gain is the excess of the net long-term gain from the Fund’s sales or exchanges of capital assets over the net short-term loss from such sales or exchanges, taking into account any capital loss carryforward of the Fund. The Fund may elect to defer certain losses for tax purposes.

generally includable in alternative minimum taxable income in computing a non-corporate shareholder’s liability for the alternative minimum tax.

Except in the case of certain exempt shareholders, if a shareholder does not furnish the Fund with its correct Social Security Number or taxpayer identification number and certain certifications or the Fund receives notification from the IRS requiring backup withholding, the Fund is required by federal law to withhold federal income tax from the shareholder’s distributions and redemption proceeds at a rate set under Section 3406 of the Code for U.S. residents.

This section is not intended to be a full discussion of federal income tax laws and the effect of such laws on you. There may be other federal, state, foreign, or local tax considerations to a particular shareholder. This discussion is based on the Code, Treasury Regulations, judicial decisions, and IRS guidance, all of which are subject to change, and possibly with retroactive effect. No assurance can be given that legislative, judicial, or administrative changes will not be forthcoming which could affect the accuracy of any statements made in this section. You are urged to consult your own tax adviser.

The Fund will realize income primarily in the form of dividends and interest earned on the Fund’s investments in securities. This income, less the expenses incurred in its operations, is the Fund’s net investment income, substantially all of which will be distributed to the Fund’s shareholders.

The amount of the Fund’s distributions is dependent upon the amount of net investment income received by the Fund from its portfolio holdings, is not guaranteed and is subject to the discretion of the Board of Trustees. The Fund does not pay “interest” or guarantee any fixed rate of return on an investment in its shares.

The Fund also may realize capital gains or losses in connection with sales or other dispositions of its portfolio securities. Any net gain that the Fund may realize from transactions involving investments held less than the period required for long-term capital gain or loss recognition or otherwise producing short-term capital gains and losses (taking into account any capital loss carryforwards) will be distributed to shareholders as a part of the Fund’s distributions of net investment income. If during any year the Fund realizes a net gain on transactions involving investments held for the period required for long-term capital gain or loss recognition or otherwise producing long-term capital gains and losses, the Fund will generally have a net long-term capital gain. After deduction of the amount of any net short-term capital loss, the balance (to the extent not offset by any capital loss carryforward) will be distributed and treated as long-term capital gains in the hands of the shareholders regardless of the length of time that the shares may have been held by the shareholders. Net capital losses realized by the Fund may be carried over indefinitely and will generally retain their character as short-term or long-term capital losses. For more information concerning applicable capital gains tax rates, please consult your tax adviser.

Any distribution paid by the Fund reduces the Fund’s NAV per share on the date paid by the amount of the distribution per share. Accordingly, a distribution paid shortly after a purchase of shares by a shareholder would represent, in substance, a partial return of capital (to the extent it is paid on the shares so purchased), even though it would be subject to federal income taxes.

such as a 401(k) plan or an IRA, or to shares held by tax-exempt organizations, financial institutions, corporations (other than S corporations), credit unions and certain other governmental bodies. Shares acquired before January 1, 2012 (“non-covered shares”) are treated as if held in a separate account from covered shares. The Fund is not required to determine or report a shareholder’s cost basis in non-covered shares and is not responsible for the accuracy or reliability of any information provided for non-covered shares.

If you hold Fund shares through a broker (or another nominee), please contact that broker or nominee with respect to the reporting of cost basis and available elections for your account.

You are encouraged to consult your tax adviser regarding the application of these cost basis reporting rules and, in particular, which cost basis calculation method you should elect.

No person is directly or indirectly controlled by or under common control with the Registrant.

(a) subject to the exceptions and limitations contained in the By-Laws: (i) every person who is, has been, or becomes a Trustee or officer of the Trust (hereinafter referred to as a “Covered Person”) shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him or her in connection with any proceeding in which he or she becomes involved as a party or otherwise by virtue of being or having been a Trustee or officer of the Trust and against amounts paid or incurred by him or her in the settlement thereof; and (ii) expenses in connection with the defense of any proceeding of the character described in clause (i) above shall be advanced by the Trust to the Covered Person from time to time prior to final disposition of such proceeding to the fullest extent permitted by law.

(b) For purposes of this Section 3 and Section 5 of this Article VII below, “proceeding” means any threatened, pending or completed claim, action, suit or proceeding (including appeals), whether civil, criminal, administrative or investigative, including subpoenas issued by the Commission; and “liabilities” and “expenses” includes, without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and all other liabilities whatsoever.

(c) No indemnification shall be provided hereunder to a Covered Person who shall have been adjudicated by a court or body before which the proceeding was brought: (i) to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office; or (ii) not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust.

(d) The Trust’s financial obligations arising from the indemnification provided herein may be insured by policies maintained by the Trust, shall be severable, shall not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be a Covered Person as to acts or omissions as a Covered Person and shall inure to the benefit of the heirs, executors and

administrators of such a person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel, other than Covered Persons, and other persons may be entitled by contract or otherwise under law.

(e) Expenses in connection with the defense of any proceeding of the character described in paragraph (a) above may be advanced by the Trust or Series from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such Covered Person that such amount will be paid over by him to the Trust or Series if it is ultimately determined that he is not entitled to indemnification under this Section 3; provided, however, that either (i) such Covered Person shall have provided appropriate security for such undertaking, (ii) the Trust is insured against losses arising out of any such advance payments, or (iii) either a majority of the Trustees who are neither Interested Persons of the Trust nor parties to the matter, or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a trial type inquiry or full investigation), that there is reason to believe that such Covered Person will be found entitled to indemnification under Section 3.

(f) In no event will any revision, amendment or change to this Section 3 or the By-Laws affect in any manner the rights of any Covered Person to receive indemnification by the Trust against all liabilities and expenses reasonably incurred or paid by the Covered Person in connection with any proceeding in which the Covered Person becomes involved as a party or otherwise by virtue of being or having been a Trustee or officer of the Trust (including any amount paid or incurred by the Covered Person in the settlement of such proceeding) with respect to any act or omission of such Covered Person that occurred or is alleged to have occurred prior to the time such revision, amendment or change to this Section 3 or the By-Laws is made.

Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the “1933 Act”), may be permitted to trustees, officers, controlling persons and underwriters of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer, controlling person or underwriter in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

Registrant has obtained from a major insurance carrier a trustees’ and officers’ liability policy covering certain types of errors and omissions.

Section 8 of the Distribution Agreement by and between Smead Funds Trust (the “Trust”) and UMB Distribution Services, LLC (the “Provider”) states that:

(a) The Trust authorizes Provider to use any Prospectus, in the form furnished by the Trust to Provider from time to time, in connection with the sale of Shares. The Trust shall indemnify, defend and hold harmless Provider, and each of its directors, members, officers, employees, representatives and any person who controls Provider within the meaning of Section 15 of the 1933 Act (“Provider Indemnitees”), from and against: (1) any and all losses, claims, demands, liabilities, damages, charges, payments, costs or expenses (including any reasonable costs of investigating or defending any alleged losses, claims, demands, liabilities, damages, charges, payments, fines, penalties, costs or expenses and any reasonable counsel fees incurred in connection therewith) of any and every nature (“Losses”), which Provider and each of the Provider Indemnitees may incur under the 1933 Act, the 1934 Act, the 1940 Act and any other statute (including Blue Sky laws) or any rule or regulation thereunder, or under common law or otherwise arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement or any Prospectus, an annual or interim report to shareholders of the Funds or sales literature of the Funds, or any amendments or supplements thereto, or arising out of or based upon any omission, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Trust’s obligation to indemnify Provider and any of the foregoing Provider Indemnitees shall not be deemed to cover any Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with information relating to Provider and furnished to the Trust or its counsel by Provider in writing; (2)

any and all Losses which Provider and each of the Provider Indemnitees may incur in connection with the Services provided under this Agreement, except to the extent the Losses result from Provider’s willful misfeasance, bad faith or gross negligence in the performance of its duties and obligations, or from Provider’s reckless disregard of its obligations and duties under this Agreement; and (3) any and all Losses which Provider and each Provider Indemnitee may incur when acting in accordance with instructions from the Trust or its authorized representatives. The Trust’s agreement to indemnify Provider and any of the Provider Indemnitees shall not be deemed to cover any Losses to the extent they arise out of or result from the Provider’s willful misfeasance, bad faith or negligence in the performance of its duties, or from Provider’s reckless disregard of its obligations and duties, under this Agreement.

(b) Promptly after receipt by Provider of notice of the commencement of an investigation, action, claim or proceeding, Provider shall, if a claim for indemnification in respect thereof is made under this section, notify the Trust in writing of the commencement thereof, although the failure to do so shall not prevent recovery by Provider or any Provider Indemnitee unless the Trust is prejudiced thereby. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such Loss, but if the Trust elects to assume the defense, such defense shall be conducted by counsel chosen by the Trust and approved by Provider, which approval shall not be unreasonably withheld. In the event the Trust elects to assume the defense of any such suit and retain such counsel and notifies Provider of such election, the indemnified defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by them subsequent to the receipt of the Trust’s election. If the Trust does not elect to assume the defense of any such suit, or in case Provider does not, in the exercise of reasonable judgment, approve of counsel chosen by the Trust, or in case there is a conflict of interest between the Trust and Provider or any Provider Indemnitee, the Trust will reimburse the indemnified person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by Provider and them. The Trust’s indemnification agreement contained in this Section 8 and the Trust’s representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of Provider and each Provider Indemnitee, and shall survive the delivery of any Shares and the termination of this Agreement. This agreement of indemnity will inure exclusively to Provider’s benefit, to the benefit of each Provider Indemnitee and their estates and successors. The Trust agrees to promptly notify Provider of the commencement of any litigation or proceedings against the Trust or any of its officers or directors in connection with the issue and sale of any of the Shares.

(c) The Trust acknowledges and agrees that in the event Provider, at the direction of the Trust, is required to give indemnification to any entity selling Shares or providing shareholder services to Shareholders or others and such entity shall make a claim for indemnification against Provider, Provider shall make a similar claim for indemnification against the Trust and shall be entitled to such indemnification.

(d) Provider shall indemnify, defend and hold harmless the Trust and the Funds, and each of its trustees, officers, employees, representatives, and any person who controls the Trust within the meaning of Section 15 of the 1933 Act (“Trust Indemnitees”), from and against: (1) any and all Losses, which the Trust, and each of the Trust Indemnitees, may incur under the 1933 Act, the 1934 Act, the 1940 Act, any other statute (including Blue Sky laws) or any rule or regulation thereunder, or under common law or otherwise arising out of or based upon any untrue, or alleged untrue, statement of a material fact contained in the Trust’s Registration Statement or any Prospectus, as from time to time amended or supplemented, or the omission, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statement not misleading, but only if such statement or omission was made in reliance upon, and in conformity with, information relating to Provider and furnished in writing to the Trust or its counsel by Provider for the purpose of, and used in, the preparation thereof; and (2) any and all Losses which the Trust and each of the Trust Indemnitees may incur in connection with the Services provided under this Agreement to the extent any Losses arise out of or result from Provider’s willful misfeasance, bad faith or gross negligence in the performance of its duties, or from Provider’s reckless disregard of its obligations and duties under this Agreement. Provider’s agreement to indemnify the Trust and any of the Trust Indemnitees shall not be deemed to cover any Losses to the extent they arise out of or result from the Trust’s willful misfeasance, bad faith or negligence in the performance of its duties, or from the Trust’s reckless disregard of its obligations and duties, under this Agreement.

(e) Promptly after receipt by the Trust of notice of the commencement of an investigation, action, claim or proceeding, the Trust shall, if a claim for indemnification in respect thereof is made under this section, notify Provider in writing of the commencement thereof, although the failure to do so shall not prevent recovery by

the Trust or any Trust Indemnitee unless Provider is prejudiced thereby. Provider shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such Loss, but if Provider elects to assume the defense, such defense shall be conducted by counsel chosen by Provider and approved by the Trust, which approval shall not be unreasonably withheld. In the event Provider elects to assume the defense of any such suit and retain such counsel and notified the Trust of such election, the indemnified defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by them subsequent to the receipt of Provider’s election. If Provider does not elect to assume the defense of any such suit, or in case the Trust does not, in the exercise of reasonable judgment, approve of counsel chosen by Provider, or in case there is a conflict of interest between the Provider and the Trust or any Trust Indemnitee, Provider will reimburse the indemnified person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by the Trust and them. Provider’s indemnification agreement contained in this Section 8 and Provider’s representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Trust or any Trust Indemnitee, and shall survive the delivery of any Shares and the termination of this Agreement. This agreement of indemnity will inure exclusively to the Trust’s benefit, to the benefit of each Trust Indemnitee and their estates and successors. Provider agrees to promptly notify the Trust of the commencement of any litigation or proceedings against Provider or any Provider Indemnitee in connection with the issue and sale of any of the Shares.

Smead Capital Management, Inc. (the “Adviser”) serves as the investment adviser for the Smead International Value Fund and Smead Value Fund. The principal business address of the Adviser is 2777 East Camelback Road, Suite 375, Phoenix, Arizona 85106. The response to this Item is incorporated by reference to the Adviser’s Uniform Application for Investment Adviser Registration (“Form ADV”) on file with the Securities and Exchange Commission (“SEC”) and dated April 12, 2021. The Adviser’s Form ADV may be obtained, free of charge, at the SEC’s website at www.adviserinfo.sec.gov.

(a) UMB Distribution Services, LLC, the principal underwriter for Registrant, acts as a principal underwriter for Agility Multi-Asset Income Fund, ARCA U.S. Treasury Fund, Aspiriant Risk-Managed Capital Appreciation Fund, Aspiriant Risk-Managed Real Asset Fund, Aspiriant Trust, Bragg Capital Trust, Corbin Multi-Strategy Fund, LLC, E-Valuator Funds Trust, FPA Funds Trust, FPA New Income Fund, Inc., FPA U.S. Core Equity Fund, Inc., Hamiltion Lane Private Assets Fund, Green Century Funds, Keystone Private Income Fund, The Marsico Investment Fund, and Wildermuth Endowment Fund.

(b) To the best of Registrant’s knowledge, the directors and executive officers of UMB Distribution Services, LLC are as follows:

The account books and other documents required to be maintained by Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder will be maintained at the offices of:

The Registrant has no management related service contract which is not discussed in Part A or Part B of this form.

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act of 1940, as amended, the Registrant, Smead Funds Trust, certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix and State of Arizona on the 30th day of March, 2022.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:


Name and Age	Position(s) Held with the Trust	Term of Office and Length of Time Served	Number of Portfolios in Trust Overseen by Trustee	Principal Occupation(s) During the Past Five Years	Other Directorships Held by Trustee During the Past Five Years

Independent Trustees
Gregory A. Demopulos Age: 62	Trustee	Indefinite Term (since September 2014).	2	CEO, Omeros Corp. (biopharmaceutical company) (since 1994).	Chairman, Omeros Corp (since 1994); and Director, Onconome, Inc. (2004 to 2017).
Peter M. Musser Age: 65	Trustee	Indefinite Term (since September 2014).	2	Principal, Angeline Properties, LLC (a private investment firm) (since 2014); and Principal and Senior Equity Portfolio Manager with Rainier Investment Management (from 1994 to 2013).	Trustee, Lawrence University (since 2012); Trustee, Berry College (since 2010); and Director, Boys and Girls Clubs of King County (2008 to 2016).


Name and Age	Position(s) Held with the Trust	Term of Office and Length of Time Served	Number of Portfolios in Trust Overseen by Trustee	Principal Occupation(s) During the Past Five Years	Other Directorships Held by Trustee During the Past Five Years
Walter F. Walker Age: 67	Trustee	Indefinite Term (since September 2014).	2	Principal, Hana Road Capital LLC (hedge fund) (since 2007).	Advisory Council, Stone Arch Capital (since 2005); and Independent Director, Atlas Financial Holdings, Inc. (since 2017); and Independent Director, Harbor Custom Development, Inc. (real estate development company) (since 2020).
Nancy A. Zevenbergen Age: 62	Trustee	Indefinite Term (since September 2014).	2	Principal and Chief Investment Officer, Zevenbergen Capital Investments LLC (since 1987).	Director, Seattle Pacific Foundation (since 1993); Director, Anduin Foundation (since 2010); Director, University of Washington Foster School of Business (since 2014); and Director, evenstar3 Inc. (since 2005).

Interested Trustees and Officers
William W. Smead¹ Age: 63	Trustee and Chairman	Indefinite Term (since September 2014).	2	Chief Investment Officer of the Adviser (since 2007); Chief Executive Officer of the Adviser (2007-2019); and President and Chief Executive Officer of the Trust (from September 2014 to January 2016).	None.
Cole W. Smead¹ Age: 38	Trustee President and Chief Executive Officer	Indefinite Term (since September 2014). Elected annually (since January 2016).	2	President of the Adviser (since 2020); Managing Director of the Adviser (2007-2019).	Director and Chairman, Smead Funds S.A. (since 2015).


Name and Age	Position(s) Held with the Trust	Term of Office and Length of Time Served	Number of Portfolios in Trust Overseen by Trustee	Principal Occupation(s) During the Past Five Years	Other Directorships Held by Trustee During the Past Five Years
Steven J. LeMire Age: 52	Chief Compliance Officer Treasurer, Principal Financial and Accounting Officer	Elected annually (since September 2014). Elected annually (since January 2016).	N/A	Chief Compliance Officer of the Adviser (since 2014).	N/A
Heather Peterson Age: 36	Secretary	Elected annually (since August 2020).	N/A	Director - Marketing & Brand Development of the Adviser (Since February 2022); and Vice President - Marketing of the Adviser (January 2016 - February 2022).	N/A


	Dollar Range of Equity Securities in the Fund	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustees in Family of Investment Companies¹
Cole W. Smead		Over $100,000
International Value Fund	Over $100,000²
Value Fund	Over $100,000



THE TRUST			1

INVESTMENT POLICIES, STRATEGIES AND ASSOCIATED RISKS			2

INVESTMENT RESTRICTIONS			17

MANAGEMENT OF THE FUNDS			19

Board of Trustees			19
Trustees and Officers			19
The Role of the Board of Trustees			21
Board Leadership Structure			21
Board Oversight of Risk Management			22
Trustee Qualifications			22
Trustee Ownership of Fund Shares			24
Board Committees			25
Trustee Compensation			27
Control Persons and Principal Shareholders			27
Investment Adviser			30
Portfolio Managers			31

SERVICE PROVIDERS			32

Administrator and Custodian			32
Transfer Agent			33
Legal Counsel			33
Independent Registered Public Accounting Firm			33

DISTRIBUTION AND SERVICING OF FUND SHARES			33

Distribution (Rule 12b-1) Plan			34
Shareholder Servicing Plan			37

PORTFOLIO TRANSACTIONS AND BROKERAGE			37

PORTFOLIO TURNOVER			39

CODE OF ETHICS			40

PROXY VOTING PROCEDURES			40

ANTI-MONEY LAUNDERING COMPLIANCE PROGRAM			42

PORTFOLIO HOLDINGS INFORMATION			43

DETERMINATION OF NET ASSET VALUE			44

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION			45

How to Purchase Shares			45
Sales Charges on Class A Shares			46
Class A Sales Charge Reductions and Waivers			47
Contingent Deferred Sales Charge Waivers			48
Automatic Conversion to Class A Shares			49
How to Redeem Shares and Delivery of Redemption Proceeds			50


Telephone Redemptions			50
Redemption in-Kind			50

FEDERAL INCOME TAX MATTERS			50

DISTRIBUTIONS			54

COST BASIS REPORTING			54

FINANCIAL STATEMENTS			55

SUPPLEMENTAL FINANCIAL INFORMATION			55

APPENDIX A			A-1

APPENDIX B			B-1


Name of Person/Position	Aggregate Compensation from the Trust	Pension or Retirement Benefits Accrued as Part of Fund Expenses	Estimated Annual Benefits Upon Retirement	Total Compensation from the TrustPaid to Trustees¹
Independent Trustees
Gregory A. Demopulos	$30,000	None	None	$30,000
Peter M. Musser	$35,000	None	None	$35,000
Walter F. Walker	$35,000	None	None	$35,000
Nancy A. Zevenbergen	$30,000	None	None	$30,000
Interested Trustees
William W. Smead	None	None	None	None
Cole W. Smead	None	None	None	None


Fund/Class	Name and Address	Percentage of Ownership	Type of Ownership
International Value Fund - Investor Class Shares	Skamokawa Living Trust 2777 East Camelback Road Suite 375 Phoenix, AZ 85016	100%	Beneficial
International Value Fund - Class A Shares	Charles Schwab & Co., Inc.^* Special Custody A/C FBO Customers Attn Mutual Funds 211 Main Street San Francisco, CA 94105-1905	6.87%	Record
International Value Fund - Class A Shares	TD Ameritrade Inc ^* For Customers PO Box 2226 Omaha, NE 68103-2226	92.87%	Record
International Value Fund - Class C Shares	Skamokawa Living Trust 2777 East Camelback Road Suite 375 Phoenix, AZ 85016	100%	Beneficial
International Value Fund - Class I1 Shares	William Smead 2777 East Camelback Road Suite 375 Phoenix, AZ 85016	15.11%	Beneficial
International Value Fund - Class I1 Shares	Charles Schwab & Co., Inc.^* Special Custody A/C FBO Customers Attn Mutual Funds 211 Main Street San Francisco, CA 94105-1905	70.31%	Record
Value Fund - Investor Class Shares	Merrill Lynch Pierce Fenner & Smith Inc.^* For the Sole Benefit of Its Customers 4800 Deer Lake Drive East Jacksonville, FL 32246-6484	5.35%	Record
Value Fund - Investor Class Shares	Charles Schwab & Co., Inc.^* Special Custody A/C FBO Customers Attn Mutual Funds 211 Main Street San Francisco, CA 94105-1905	19.65%	Record
Value Fund - Investor Class Shares	National Financial Services LLC ^* For the Sole Benefit of its Customers 499 Washington Blvd. FL 5 Jersey City, NJ 07310-2010	55.34%	Record
Value Fund – Class A Shares	TD Ameritrade Inc ^* For Customers PO Box 2226 Omaha, NE 68103-2226	7.15%	Record
Value Fund - Class A Shares	Merrill Lynch Pierce Fenner & Smith Inc.^* For the Sole Benefit of Its Customers 4800 Deer Lake Drive East Jacksonville, FL 32246-6484	10.76%	Record
Value Fund - Class A Shares	Charles Schwab & Co., Inc.^* Special Custody A/C FBO Customers Attn Mutual Funds 211 Main Street San Francisco, CA 94105-1905	25.69%	Record


	2021	2020	2019
Value Fund
Advisory Fee	$15,599,184	$8,381,652	$8,854,557
Waiver	$0	($20,250)	($2,541)
Advisory Fee after Waiver	$15,599,184	$8,361,402	$8,852,016


Category of Account	Total Number of Accounts Managed	Total Assets in Accounts Managed (in millions)	Number of Accounts for which Advisory Fee is Based on Performance	Assets in Accounts for which Advisory Fee is Based on Performance (in millions)
Cole W. Smead
Other Registered Investment Companies	0	$0	0	$0
Other Pooled Investment Vehicles	1	$211.3	0	$0
Other Accounts	51	$394.1	0	$0
William W. Smead
Other Registered Investment Companies	0	$0	0	$0
Other Pooled Investment Vehicles	1	$211.3	0	$0


Name of Portfolio Manager	Dollar Range of Equity Securities in the Value Fund	Dollar Range of Equity Securities in the International Value Fund¹
William W. Smead	Over $1,000,000	Over $1,000,000
Cole W. Smead	Over $1,000,000	Over $1,000,000


	Actual Rule 12b-1 Fees Incurred on behalf of Investor Class Shares	Actual Rule 12b-1 Fees Incurred on behalf of Class A Shares	Actual Rule 12b-1 Fees Incurred on behalf of Class C Shares	Actual Rule 12b-1 Fees Incurred on behalf of Class R1 Shares	Actual Rule 12b-1 Fees Incurred on behalf of Class R2 Shares
	Fiscal Year Ended November 30, 2021	Fiscal Year Ended November 30, 2021	Fiscal Year Ended November 30, 2021	Fiscal Year Ended November 30, 2021	Fiscal Year Ended November 30, 2021
	Total Dollars Allocated	Total Dollars Allocated	Total Dollars Allocated	Total Dollars Allocated	Total Dollars Allocated
Value Fund
Advertising/Marketing	$0	$0	$0	$0	$0
Printing/Postage	$0	$0	$0	$0	$0
Payment to distributor	$0	$0	$0	$0	$0
Payment to dealers	$253,018	$473,939	$51,343	$1,418	$327
Compensation to sales personnel	$0	$0	$0	$0	$0
Other	$0	$0	$0	$0	$0
Total	$253,018	$473,939	$51,343	$1,418	$327


	For Fiscal Year Ended November 30, 2021		For Fiscal Year Ended November 30, 2020¹		For Fiscal Year Ended November 30, 2019
	Rule 12b-1 Fees	Contingent Deferred Sales Charge	Rule 12b-1 Fees	Contingent Deferred Sales Charge	Rule 12b-1 Fees	Contingent Deferred Sales Charge
Value Fund
Investor Class shares	$253,018	$0	$216,900	$0	$290,283	$0
Class A shares	$473,939	$395	$246,741	$10	$276,332	$0
Class C shares	$51,343	$2,868	$169	$0	—	—
Class R1 shares	$1,418	$0	$1,581	$0	$3,993	$0


	Brokerage Commissions Paid During
Name of Fund	2021	2020	2019
Value Fund	$754,741¹	$427,281¹	$269,978¹


Net Assets	=	Net Asset Value Per Share
Shares Outstanding	=	Net Asset Value Per Share


Class A Shares Investment Amount	Sales Charge as a % of Offering Price	Sales Charge as a % of Net Amount Invested	Dealer Reallowance as a % of Offering Price
Less than $25,000⁽²⁾	5.75%	6.10%	5.00%
$25,000 but less than $50,000	5.00%	5.26%	4.25%
$50,000 but less than $100,000	4.50%	4.71%	3.75%
$100,000 but less than $250,000	3.50%	3.63%	2.75%
$250,000 but less than $500,000	2.50%	2.56%	2.00%
$500,000 but less than $750,000	2.00%	2.04%	1.60%
$750,000 but less than $1 million	1.50%	1.52%	1.20%
$1 million or more⁽³⁾⁽⁴⁾	None	None	Up to 1.00%


	Page

Independent Auditors’ Report		1

Financial Statements as of and for the year ended December 31, 2020:

Statement of Assets, Liabilities, and Partners’ Capital		2

Schedule of Investments		3

Statement of Operations		6

Statement of Changes in Partners’ Capital		7

Notes to Financial Statements		8


AS OF DECEMBER 31, 2020

ASSETS:

Investments in securities, at fair value (cost $3,800,694)			$ 4,931,107
Cash			32,945

Foreign currency at fair value (cost $6,386)			6,523

Dividends receivable			3,568


TOTAL ASSETS			$ 4,974,143


LIABILITIES AND PARTNERS’ CAPITAL

LIABILITIES: Due to investment manager, net			$ 1,895
Other accrued expenses			32,820


TOTAL LIABILITIES			34,715

TOTAL PARTNERS’ CAPITAL			4,939,428


TOTAL LIABILITIES AND PARTNERS’ CAPITAL			$ 4,974,143


Investments in securities, at fair value	Number of shares		Percentage of partners’ capital			Fair value
Common stocks
Austria
Financials
Bawag Group		1,532		1.44	%	$	71,117

Financials Total				1.44			71,117


Total Austria (cost $49,576)				1.44			71,117


Britain
Communication
Liberty Global PLC		9,078		4.35			214,695

Communication Total				4.35			214,695


Consumer Discretionary
Bellway PLC		3,602		2.94			145,428
Berkeley Group Holdings PLC		2,700		3.54			174,934
Next PLC		986		1.93			95,461
Persimmon PLC		4,682		3.58			177,006
Wh Smith PLC		3,648		1.52			75,263

Consumer Discretionary Total				13.51			668,092


Financials
Barclays PLC		68,827		2.79			137,936
Lloyds Banking Group PLC		210,376		2.12			104,742

Financials Total				4.91			242,678


Total Britain (cost $1,023,251)				22.77			1,125,465


Canada
Engery
Husky Energy Inc		27,000		2.71			133,674

Engery Total				2.71			133,674

Materials
Interior Corp		22,381		8.46			418,072
Norbord Inc		827		0.72			35,719
West Fraser Timber Ltd		5,077		6.61			326,285

Materials Total				15.79			780,076

Total Canada (cost $564,390)				18.50	%	$	913,750


INVESTMENT INCOME:
Dividends (net of foreign withholding taxes of $10,746)	$	46,818
Interest income		58


TOTAL INVESTMENT INCOME		46,876


EXPENSES:
Management fee		28,073
Audit and tax preparation fees		25,800
Administration fees		17,175
Custody expense		7,500
Other expense		1,491


TOTAL EXPENSES		80,039

Expense reimbursed by Investment Manager		(37,937	)


NET EXPENSES		42,102


NET INVESTMENT INCOME		4,774


NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS AND FOREIGN
CURRENCY TRANSACTIONS:
Net realized loss on investments in securities and foreign currency transactions		(120,916	)
Change in net unrealized gains from investments in securities and foreign currency transactions		888,218


NET GAIN ON INVESTMENTS AND FOREIGN CURRENCY		767,302


NET INCREASE IN PARTNERS’ CAPITAL RESULTING FROM OPERATIONS	$	772,076


	General Partner		Limited Partners		Total
PARTNERS’ CAPITAL AS OF DECEMBER 31, 2019	$	178,151	$	2,583,519	$	2,761,670

Capital contributions		173,603		1,232,079		1,405,682

Net increase in partners’ capital resulting from operations		76,524		695,552		772,076


PARTNERS’ CAPITAL AS OF DECEMBER 31, 2020	$	428,278	$	4,511,150	$	4,939,428


	Level 1		Level 2		Level 3		Total
Investments in securities, at fair value:*
Common stocks	$	4,336,971		-		-	$	4,336,971
Real estate investment trusts		139,263		-		-		139,263
Warrants		317,857		-		-		317,857
Money market funds		137,016		-		-		137,016


Total investments in securities	$	4,931,107		-		-	$	4,931,107


Total return	8.62	%


Supplemental data:
Ratios to average net assets (limited partners’ capital):
Investment expenses before expense reimbursement	2.75	%
Expense reimbursement (see Note 4)	(1.30	)

Net investment expenses	1.45	%


Net investment income/(loss)	0.16	%


Portfolio turnover	22.02	%



TABLE OF CONTENTS

Financial Statements as of and for the period from January 1, 2021 to June 30, 2021 (Unaudited)

Statement of Assets, Liability and Partners’ Capital			2

Schedule of Investments			3

Statement of Operations			6

Statement of Changes in Partners’ Capital			7

Notes to Financial Statements			8


ASSETS:

Investments in securities, at fair value (cost $3,744,940)	$	6,726,175
Cash		14,628
Foreign currency at fair value (cost $30,698)		30,543
Dividends receivable		3,005


TOTAL ASSETS	$	6,774,351


LIABILITIES AND PARTNERS’ CAPITAL

LIABILITIES:
Due to investment manager, net	$	11,066
Other accrued expenses		18,906


TOTAL LIABILITIES		29,972

TOTAL PARTNERS’ CAPITAL		6,744,379


TOTAL LIABILITIES AND PARTNERS’ CAPITAL	$	6,774,351


	Number of		Percentage of partners’
Investments in securities, at fair value	shares		capital			Fair value
Common stocks
Austria
Financials
Bawag Group		1,607		1.27	%	$	85,514

Financials Total				1.27			85,514


Total Austria (cost $52,611)				1.27			85,514


Britain
Communication
Liberty Global PLC		9,525		3.82			257,556

Communication Total				3.82			257,556


Consumer Discretionary
Bellway PLC		3,779		2.51			169,349
Berkeley Group Holdings PLC		2,833		2.67			180,050
Next PLC		1,035		1.67			112,461
Persimmon PLC		4,912		2.98			200,964
Wh Smith PLC		3,827		1.26			85,142

Consumer Discretionary Total				11.09			747,966


Financials
Barclays PLC		72,213		2.53			170,914
Lloyds Banking Group PLC		220,723		2.11			142,539

Financials Total				4.65			313,453


Total Britain (cost $1,084,957)				19.56			1,318,975


Canada
Consumer Staples
Alimentation Couche		1,784		0.97	%	$	65,544

Consumer Staples Total				0.97			65,544


Energy
Cenovus Energy Inc		22,223		3.15			212,587
Meg Energy		33,839		3.63			244,826

Energy Total				6.78			457,413


Materials
Interior Corp		23,482		8.72			587,902
West Fraser Timber Ltd		5,913		6.29			424,422

Materials Total				15.01			1,012,324


Total Canada (cost $874,432)				22.76	%	$	1,535,281


INVESTMENT INCOME:
Dividends (net of foreign withholding taxes of $22,157)	$	77,924
Interest income		10

TOTAL INVESTMENT INCOME		77,934

EXPENSES:
Management fee		30,454
Audit and tax preparation fees		12,900
Administration fees		8,591
Custody expense		3,750
Interest expense		36
Other expense		1,204

TOTAL EXPENSES		56,935
Expense reimbursed by Investment Manager		(11,231	)

NET EXPENSES		45,704

NET INVESTMENT INCOME		32,230

NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS AND FOREIGN
CURRENCY TRANSACTIONS:
Net realized gain on investments in securities and foreign currency transactions		321,623
Change in net unrealized gains from investments in securities and foreign currency transactions		1,151,098

NET GAIN ON INVESTMENTS AND FOREIGN CURRENCY		1,472,721

NET INCREASE IN PARTNERS’ CAPITAL RESULTING FROM OPERATIONS	$	1,504,951


Total return	29.92	%

Supplemental data:
Ratios to average net assets (limited partners’ capital):
Investment expenses before expense reimbursement	1.71	%
Expense reimbursement (see Note 4)	(0.35	)

Net investment expenses	1.36	%

Net investment income/(loss)	1.47	%

Portfolio turnover	11.33	%


	Dollar Range of Equity Securities in the Fund	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustees in Family of Investment Companies¹
Independent Trustees
Gregory A. Demopulos		Over $100,000
Value Fund	Over $100,000


Name of Person/Position	Aggregate Compensation from the Trust	Pension or Retirement Benefits Accrued as Part of Fund Expenses	Estimated Annual Benefits Upon Retirement	Total Compensation from the TrustPaid to Trustees¹
Independent Trustees
Gregory A. Demopulos	$30,000	None	None	$30,000
Peter M. Musser	$35,000	None	None	$35,000
Walter F. Walker	$35,000	None	None	$35,000
Nancy A. Zevenbergen	$30,000	None	None	$30,000
Interested Trustees
William W. Smead	None	None	None	None
Cole W. Smead	None	None	None	None


Fund/Class	Name and Address	Percentage of Ownership	Type of Ownership
Value Fund - Investor Class Shares	Merrill Lynch Pierce Fenner & Smith Inc.^* For the Sole Benefit of Its Customers 4800 Deer Lake Drive East Jacksonville, FL 32246-6484	5.35%	Record
Value Fund - Investor Class Shares	Charles Schwab & Co., Inc.^* Special Custody A/C FBO Customers Attn Mutual Funds 211 Main Street San Francisco, CA 94105-1905	19.65%	Record
Value Fund - Investor Class Shares	National Financial Services LLC ^* For the Sole Benefit of its Customers 499 Washington Blvd. FL 5 Jersey City, NJ 07310-2010	55.34%	Record
Value Fund – Class A Shares	TD Ameritrade Inc ^* For Customers PO Box 2226 Omaha, NE 68103-2226	7.15%	Record
Value Fund - Class A Shares	Merrill Lynch Pierce Fenner & Smith Inc.^* For the Sole Benefit of Its Customers 4800 Deer Lake Drive East Jacksonville, FL 32246-6484	10.76%	Record
Value Fund - Class A Shares	Charles Schwab & Co., Inc.^* Special Custody A/C FBO Customers Attn Mutual Funds 211 Main Street San Francisco, CA 94105-1905	25.69%	Record
Value Fund - Class C Shares	Pershing LLC^* 1 Pershing Plz. Jersey City, NJ 07399-0001	9.76%	Record
Value Fund - Class C Shares	Merrill Lynch Pierce Fenner & Smith Inc.^* For the Sole Benefit of Its Customers 4800 Deer Lake Drive East Jacksonville, FL 32246-6484	34.26%	Record
Value Fund – Class C Shares	Wells Fargo Clearing Services LLC^* Special Custody Acct FBO Customers 2801 Market Street Saint Louis, MO 63103	50.66%	Record
Value Fund - Class I1 Shares	Pershing LLC^* 1 Pershing Plz. Jersey City, NJ 07399-0001	7.51%	Record
Value Fund – Class I1 Shares	Wells Fargo Clearing Services LLC^* Special Custody Acct FBO Customers 2801 Market Street Saint Louis, MO 63103	8.62%	Record


Category of Account	Total Number of Accounts Managed	Total Assets in Accounts Managed (in millions)	Number of Accounts for which Advisory Fee is Based on Performance	Assets in Accounts for which Advisory Fee is Based on Performance (in millions)
Cole W. Smead
Other Registered Investment Companies	0	$0	0	$0
Other Pooled Investment Vehicles	1	$211.3	0	$0
Other Accounts	51	$394.1	0	$0
William W. Smead
Other Registered Investment Companies	0	$0	0	$0
Other Pooled Investment Vehicles	1	$211.3	0	$0
Other Accounts	51	$394.1	0	$0


Name of Portfolio Manager		Dollar Range of Equity Securities in the Value Fund
William W. Smead		Over $1,000,000
Cole W. Smead		Over $1,000,000