Sprucegrove Investment Management Ltd: investment adviser

As part of the arrangement, Sprucegrove also acquired Confed’s Canadian international equity separate account business. In 1994, Confed was wound up and Sprucegrove purchased the international sub-advisory service from Confed and established its own pooled investment funds. By the end of the second quarter of 1995, virtually all the international equity clients, who were invested in the U.S. and Canadian Confed pooled investment funds, elected to transfer into new Sprucegrove pooled investment funds. Sprucegrove provides advisory services on a fully discretionary basis, managing International, Global, All Country World and All Country World ex U.S. equity mandates for clients in Canada and the United States. Since the inception of the firm, Sprucegrove has followed the same disciplined, bottom-up value investment philosophy and process on which it was founded. We strive to invest in high quality companies selling at attractive valuations. As a value manager, we believe that markets are often inefficient and that through our fundamental internal research, a disciplined process to utilize that research and by maintaining a long-term perspective, we can capitalize on mispricing in the market. Country and sector exposures are a residual of this stock selection process. We provide our advisory services to private investment funds and to separately managed accounts, including in the capacity as sub-adviser to third party funds. Advisory services for separately managed accounts can be tailored to the specific needs of individual clients, including customized investment guidelines restrictions and/or limitations. We offer our advisory services to global institutional investors. This brochure focuses on the advisory services offered to United States clients. Our firm is a private company that is 100% employee owned. As of December 31, 2025, we had 49 full-time employees. There is no principal owner (greater than 25%).

Assets Under Management As of December 31, 2025, Sprucegrove had approximately 11,535 million assets under management on a discretionary basis under the following mandates:

Mandate (Equities)

Canada ($millions)

United States ($millions)

Total ($millions)

International

$487

$6,463

$6,950

Global

$214

$28

$242

All Country World Small Cap

$0

$5

$5

All Country World ex U.S. Small Cap

$0

$4

All Country World ex U.S.

$47

$4,286

$4,333

Total

$748

$10,787

$11,535

* Indicated figures may not align with totals due to rounding.

$4

Separate account clients are generally either billed quarterly in arrears or such fees are debited from the client’s custody account. A separate account client will generally have the ability to select either option for payment of such fees. The fees for assets that are not managed for a full quarter are typically prorated. SPRUCEGROVE PRIVATE INVESTMENT FUND FEES The advisory fees for the private investment funds are: Market Value of Investor’s Total Investment Accounts

Fees

First $ 5,000,000 Next $10,000,000 Next $25,000,000 Next $35,000,000 Next $225,000,000 Excess Over $300,000,000

0.70% 0.65% 0.55% 0.50% 0.25% 0.20%

Investors in the fund are generally billed for the fee monthly in arrears. Investors have the choice of paying fees by making a direct payment to Sprucegrove or selling units in the fund to pay the fee. SPRUCEGROVE COLLECTIVE INVESTMENT TRUST FEES The advisory fees for the collective investment trust (“CIT”) Class A units to Class OCIO units are: Class

Market Value of Investor’s Total Investment Accounts

Fees

Class A Class B Class C Class D Class E Class F* Class G** Class OCIO-C***

$0 < $15,000,000 $15,000,000 < $50,000,000 $50,000,000 < $100,000,000 $100,000,000 < $400,000,000 Over $400,000,000 Minimum $20,000,000 Minimum $200,000,000 Minimum $20,000,000

0.70% 0.60% 0.55% 0.35% 0.25% 0.25% 0.25% 0.25%

*Class F units are open to applicable investors that make a minimum initial investment of $20 million in a CIT fund before the two (2) year anniversary of the launch of such fund. **Class G of the Sprucegrove International CIT was open to participating plans or a group of affiliated plans that made an initial investment of $200 million or more into the Sprucegrove International CIT on or before March 1, 2023. To the extent a participating plan’s initial investment was into Class G, all subsequent investments by such participating plan into the same fund shall also be into Class G regardless of whether the class is closed to new investors. ***Class OCIO-C of the Sprucegrove All Country World ex U.S. CIT and Sprucegrove International CIT are open to qualifying plan investors that make an initial investment of at least $20 million and have delegated investment responsibility to, or hired as an Outsourced Chief Investment Officer (“OCIO”), a particular institutional investment consultant. For Class A units to Class OCIO-C units, the trust accrues the fees daily and pays monthly in arrears. SUB‐ADVISED MUTUAL FUND The advisory fees for the Sprucegrove International Equity Fund are 0.50%. An investment in this mutual fund will include other fees and expenses, such as custodian fees and other

mutual fund-related expenses. However, Sprucegrove has contractually agreed to waive fees and/or to reimburse expenses to the extent necessary to keep total annual fund operating expenses (excluding interest, taxes, brokerage commissions and other costs and expenses relating to the securities that are purchased and sold by the fund, acquired fund fees and expenses, other expenditures which are capitalized in accordance with generally accepted accounting principles, non-routine expenses and any class-specific expenses (including shareholder servicing fees) (collectively, “excluded expenses”)) from exceeding 0.60% of the average daily net assets of each of the mutual fund’s share classes. *

*

*

*

*

Performance‐Based Fees Under certain circumstances, Sprucegrove has agreed to an alternative fee structure, such as a performance-based fee. Please refer to Item 6 for the description of performance-based fees. Additional Fees and Expenses Fees, transaction charges and other expenses for the private investment funds are described in greater detail in the governing documents for the applicable fund. Clients also will incur brokerage and other transaction costs that are payable to third parties. Depending on the type of client and account, there may be additional third party expenses for custodial fees, trustee fees, wire transfer and electronic fund fees, audit fees and other expenses incurred in the course of the investment and administrative activity associated with the particular client account. Varying Fee Schedules Fees may differ from the above-listed standard fee schedules depending on the nature and types of advisory services to be rendered, any special requirements of the client account, or based on negotiations. Fees will typically vary for a variety of reasons for mutual fund subadvisory accounts, non-discretionary accounts, and for certain other client arrangements. In addition, Sprucegrove may also offer blended fee schedules to certain current clients that maintain investments across various investment mandates and/or vehicles. Sprucegrove also has the discretion to reduce or waive advisory fees with respect to certain client accounts. For example, advisory fees may be reduced or waived for clients that make a significant investment or that are current or former owners, officers, employees, or affiliates of Sprucegrove (including their family members and any trusts or other vehicles for the benefit of family members of such owners, officers and employees and/or charitable entities, including, but not limited to donor advised funds and private foundations). Sprucegrove also may offer a discounted founder’s fee to initial investors in a new product or strategy from time to time. Additionally, in the event Sprucegrove establishes and/or provides investment

supervisory services to other collective investment vehicles, including limited partnerships, limited liability companies, and business or investment trusts for investors, we reserve the right to establish fee scales that differ from those described above. Side Letters To the extent permitted by applicable law, Sprucegrove may from time to time enter into an agreement with an investor, without the approval of any other investor, which provides for terms that are different from those described in the pertinent offering documents (“side letters”). As a general matter, Sprucegrove will owe certain fiduciary duties to pooled investment funds, which require that Sprucegrove act in good faith and in what Sprucegrove considers to be in the best interests of such fund. In doing so, Sprucegrove also will endeavor to act in a manner that ensures the fair treatment of the fund’s investors. In exercising discretion in causing a fund to enter into a side letter, Sprucegrove may, in its sole discretion, disclose any material terms of such side letter to other investors. Otherwise, absent an agreement to the contrary, Sprucegrove may, but generally is not required to, disclose the existence or terms of any such side letters to any other investor. Rights or terms that a side letter may alter include, but are not limited to: (1) rights or terms necessary in light of particular legal, regulatory or public policy characteristics of an investor; (2) preferential terms relating to fees, liquidity and/or transfers; and (3) enhanced transparency and reporting. However, such side letters or similar agreements will not combine preferential information rights with preferential redemption rights to the detriment of other investors.

A client paying performance-based compensation should be aware that this type of compensation arrangement potentially creates a conflict of interest and that:  A performance-based fee arrangement, such as a fulcrum fee, may create an incentive for Sprucegrove to: (i) make investments that are riskier or more speculative than would be the case in the absence of a performance-based fee; or (ii) sequence investments in favor of accounts that are expected to pay higher performance-based fees than other accounts over a given period.  Sprucegrove may receive increased compensation, including with regard to unrealized appreciation and realized gains in the client’s account.  The periods used to measure the performance will be specified in the management and/or applicable fund documentation and may be less than a twelve (12) monthlong period.  To the extent that the performance-based fee is calculated based on performance relative to a benchmark index, the benchmark recommended to be used by Sprucegrove will typically be one that reflects and is similar to the investment objective(s) and guidelines for the client account and is intended to provide an effective measurement of the performance of such account. Due to the differences between the client accounts described above, there exists a conflict of interest with respect to the allocation of investment opportunities among client accounts with the same or similar strategies. By way of example, in certain circumstances where access to an investment opportunity may be limited in some manner, there is a conflict of interest with respect to allocation of such investments between certain client accounts, since certain client accounts may only be charged a flat, advisory fee whereas other funds and client accounts may also include performance-based compensation. Sprucegrove has established trade order aggregation and investment allocation policies and procedures designed to allocate investment opportunities on a fair and equitable basis to address this conflict of interest. (Please see Item 12 for a description of Sprucegrove’s order aggregation and allocation policies and procedures.)

performance, financial position, quality of management, and typically growth potential in terms of sales, earnings, and share price; and A sell discipline which focuses on two major criteria: (i) an adverse change in fundamentals (i.e., the company no longer meets our quality criteria); and (ii) a stock price that rises to a level that we believe exceeds the company’s intrinsic value.

In searching for investments, we analyze stocks using the following criteria: Leadership position in share of market and technology; History of above-average profitability as measured by operating margins and return on common equity; Strong financial position; The opportunity for growth via new products, markets, and/or market share; and Management, including its consistency, experience, record, reputation, corporate governance practices and commitment to the business.

Important valuation and quality metrics we consider include:

Normalized price earnings multiple; Price-to-book value ratio; Dividend yield; Financial leverage ratio; and Projected return on equity.

Additional information on how Sprucegrove investment professionals may incorporate environmental, social and governance (“ESG”) considerations in their investment research are set forth on the Responsibility section of our website available here:

https://sprucegrove.com/responsibility/ We address portfolio risk through our diversification guidelines, including limitations on individual company holdings, and region, country and sector exposures, which are each relative to a benchmark index. For example, our region guidelines set the minimum number of countries in each region. Our country guidelines set minimum and maximum weightings for eligible countries. Our sector guidelines establish a minimum representation in market sectors and a maximum exposure in any one sector. Our individual company guidelines set minimums for the number of holdings in a portfolio, and maximums for company ownership, free float, and weightings of individual holdings.

Risk of Loss The risks set forth below represent a general summary of the risks involved in the investment strategies we offer to investors. If applicable, please refer to the offering documents for a more detailed discussion of the risks involved in an investment in a fund. Clients should understand that investments in securities/strategies involve the risk of loss. It is not possible to identify all of the risks associated with investing and the particular risks applicable to a client will depend on the nature of the account, its investment strategy or strategies and the types of securities held.

All investments in securities include a risk of loss of principal (invested amount) and any profits that have not been realized (the securities were not sold to “lock in” the profit). General Risks

An Investment in the Fund Involves Risk: There can be no assurance that the fund’s investment objectives will be achieved or that investors will not lose all or part of their investment in the fund. The fund is not a complete investment program and should represent only a portion of an investor’s portfolio management strategy.

Devotion of Time: Sprucegrove manages a number of funds and accounts and may devote substantial time and resources to such other funds and accounts.

Increasing the Assets Managed by Sprucegrove May Adversely Affect Performance: There appears to be a tendency for the rates of return achieved by advisers to degrade

as assets under management increase. Although Sprucegrove may, in its discretion, close the fund to additional capital contributions, or return capital to existing investors, there is no limit on the total amount of subscriptions that may be accepted on behalf of the fund. In addition, Sprucegrove is not prohibited from managing other vehicles or accounts with similar or different strategies.

Third Party Data: Sprucegrove may rely on information and data from third party providers, which may be incomplete, inaccurate or unavailable. As a result, there is a risk that Sprucegrove could incorrectly assess a security or issuer. Sprucegrove does not make any representation or warranty, express or implied, with respect to the fairness, correctness, accuracy, reasonableness, or completeness of such assessment (including with respect to ESG-related information). Sprucegrove views ESG considerations as having the potential to contribute to a portfolio’s long-term performance; however, there is no guarantee that such results will be achieved.

Cybersecurity Breaches: The fund is subject to risks associated with a breach in its cybersecurity. Cybersecurity is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from “hacking” by other computer users, other unauthorized access and the resulting damage and disruption of hardware and software systems, loss or corruption of data, as well as misappropriation of confidential information. If a cybersecurity breach occurs, the fund may incur substantial costs, including those associated with: forensic analysis of the origin and scope of the breach; increased and upgraded cybersecurity; investment losses from sabotaged trading systems; identity theft; unauthorized use of proprietary information; litigation; adverse investor reaction; the dissemination of confidential and proprietary information; and reputational damage. Any such breach could expose Sprucegrove and the fund to civil liability, as well as regulatory inquiry and/or action. In addition, any such breach could cause substantial withdrawals from the fund. In addition, investors could be exposed to additional losses as a result of unauthorized use of their personal information.

Use of Artificial Intelligence (“AI”): Sprucegrove may rely on information and data through the use of AI. As a result, there are risks around the information being incorrect, misleading, and/or biased. While AI tools process vast amounts of data quickly and efficiently, they do not replace human judgement and expertise. Overreliance on AI outputs without human oversight and interpretation may lead to flawed decisions. Additionally, by using AI tools, there may be increased cybersecurity risks, which are discussed above.

Limited Regulatory Oversight: The fund is not registered as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”) or any comparable regulatory requirements, in reliance upon certain exemptions from the registration requirements of the Investment Company Act, and does not intend to do so. Accordingly, the provisions of such regulations, which among

other things generally require investment companies to have a majority of disinterested directors, require securities held in custody at all times to be maintained in segregated accounts and in the custody of a bank or a member of a U.S. securities exchange in the manner required of registered investment companies under rules promulgated by the SEC, and regulate the relationship between the investment company and its asset manager, are not applicable to an investment in the fund. The fund generally will maintain such accounts at brokerage firms that do not separately segregate such assets as would be required in the case of registered investment companies. Under the provisions of the Securities Investor Protection Act, the bankruptcy of any such brokerage firms might have a greater adverse effect on the fund than registered investment companies. Such registration or other regulations that may in the future be adopted could adversely affect the fund or create additional costs and expenses for the fund. The fund is not subject to comparable regulation in any non-U.S. jurisdiction. Therefore, investors do not have the benefit of the protections afforded by, nor is the fund subject to the restrictions contained in, such registration and regulation. Investors Will Not Participate in Management: A client has no right to participate in the management of the fund or in the conduct of its business. There exists broad discretion to expand, revise or contract the fund’s business without the consent of other clients. Any decision to engage in a new activity could result in the exposure of the fund’s capital to additional risks which may be substantial.  Charges to the Fund: The fund is obligated to pay certain fees and expenses, including the advisory fees, brokerage commissions and other costs and expenses associated with the acquisition and disposition of investments, and operating costs and expenses, irrespective of profitability. There can be no assurance that the fund will be able to earn sufficient income to offset these charges.

Market Related Risks

Market Risks in General: Sprucegrove’s strategies are subject to some dimension of market risk, including, but not limited to, directional price movements, deviations from historical pricing relationships, changes in the regulatory environment and changes in market volatility. The particular or general types of market conditions in which the fund may incur losses or experience unexpected performance volatility cannot be predicted, and the fund may materially underperform other investment funds with substantially similar investment objectives and approaches.

Equity Securities: The fund’s equity investments may involve substantial risks and

may be subject to wide and sudden fluctuations in market value, with a resulting fluctuation in the amount of profits and losses. Investing in an equity security entails the risk of negative events relative to the issuer such as the actual or perceived impairment of the issuer’s financial condition or adverse changes in the general condition of the relevant stock market sector or the stock market as a whole, that could cause the value of a client’s holding in that security to decline. Equity securities are considered to be riskier than debt obligations, as debt holders receive priority over equity holders in the event of an issuer’s liquidation. Dividends customarily paid to equity holders can be suspended or cancelled at any time. In addition, in many countries, investing in common stocks is subject to heightened regulatory and selfregulatory scrutiny as compared to investing in debt or other financial instruments. Equity markets will fluctuate with changes in actual and expected financial conditions of the general economy and their constituent securities. For the foregoing reasons, investments in equity securities can be speculative and carry the risk of loss of principal. 

Material Non‐Public Information: From time to time, Sprucegrove may come into possession of what it reasonably believes to be material non- public information concerning the issuer of a security held by the fund or any of such issuer’s affiliates. Under applicable securities laws, this may limit Sprucegrove’s flexibility to buy or sell such security for the fund and other accounts and funds managed by Sprucegrove. Such limitations on the Sprucegrove’s ability to trade could have an adverse effect on the fund. Although Sprucegrove has adopted procedures to monitor the receipt of material non-public information, there is no guarantee that Sprucegrove will know whether one of its employees is in possession of material non- public information or will be able to prevent such information from being used for the benefit or detriment of the fund.

Allocation Risk – The allocation among different investment opportunities may have a significant effect on a portfolio’s value when one of these investments is performing more poorly than others. There will be transaction costs which may be significant over time because investments will be adjusted periodically to reflect our view of market and economic conditions. In addition, there is a risk that certain allocation decisions may not achieve the desired results and, consequently, a portfolio may incur losses. Receipt of material non-public information about the fund’s investments may restrict the ability of the fund to satisfy withdrawal requests. If a withdrawal request is

received by the fund during a period when trading restrictions are imposed on the fund due to Sprucegrove’s reasonable determination that it is in possession of material non-public information regarding the fund’s investment, the fund may suspend withdrawals.

Reliance on Corporate Management and Financial Reporting: Sprucegrove will rely on the financial information made available by the issuers in which the fund will invest. Sprucegrove has no ability to independently verify the financial information disseminated by the numerous issuers in which the fund may invest and is dependent upon the integrity of both the management of these issuers and the financial reporting process in general. Corporate mismanagement, fraud and accounting irregularities relating to the issuers of investments held by the fund may result in material losses. Equity prices are particularly vulnerable to corporate mismanagement.

International Investing: Investing outside the United States involves considerations that create risks different than investing in the United States. These risks include, among other things: (i) less publicly available information; (ii) varying levels of governmental regulation and supervision; (iii) the difficulty of enforcing legal rights in a non-U.S. jurisdiction; and (iv) uncertainties as to the status, interpretation and application of laws. Moreover, in certain countries, companies are not subject to uniform accounting, auditing and financial reporting disclosure standards, practices and requirements comparable to those applicable to United States companies. Non-U.S. markets may also have different clearance and settlement procedures, and in certain markets, there have been times when settlements have failed to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Delays in settlement could result in periods when assets of the fund are uninvested, and no return is earned thereon. The inability of the fund to make intended security purchases due to settlement problems or the risk of intermediary counterparty failures could cause the fund to miss investment opportunities. The inability to dispose of a security due to settlement problems could result either in losses to the fund due to subsequent declines in the value of such security or, if the fund has entered into a contract to sell the security, could result in possible liability to the purchaser. Transaction costs of buying and selling non-U.S. securities, including brokerage, tax and custody costs, also are generally higher than those involved in U.S. transactions. Furthermore, non-U.S. financial markets, while generally growing in volume, have, for the most part, substantially less volume than U.S. markets, and securities of many non-U.S. companies are less liquid and their prices more volatile

than securities of comparable U.S. companies. The economies of individual non-U.S. countries may also differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, volatility of currency exchange rates, depreciation, capital reinvestment, resources self-sufficiency and balance of payments position.

Emerging Markets Investing: The fund invests a portion of its assets in the securities of, or instruments providing exposure to, less developed countries or countries with new or developing capital markets (“Emerging Markets”). The value of Emerging Markets currencies and securities may be drastically affected by political developments in the country of issuance. In addition, the existing governments in the relevant countries could take actions that could have a negative impact on the fund, including nationalization, expropriation, imposition of confiscatory taxation or regulatory or imposition of withholding taxes on interest payments. Some of the countries in which the fund may invest have experienced political, economic and/or social instability. Many such countries have also experienced dramatic swings in the value of their national currency. There can be no assurance that such instability or such fluctuations will not occur in the future and, if they do occur, that they will not have a substantial adverse effect on the performance of the fund. The economies of some Emerging Markets countries are still in the early stages of modern development and are subject to abrupt and unexpected change. In many cases, governments retain a high degree of direct control over the economy and may take actions having sudden and widespread effects. Also, some Emerging Markets economies have a high degree of dependence on a small group of markets or even a single market. Emerging Markets countries also tend to have periods of high inflation and high interest rates, as well as substantial volatility in interest rates, which could adversely affect the fund. Foreign investment in Emerging Markets countries is in some cases restricted. Many of these countries have non-convertible currencies and the value of investments may be affected by fluctuation in available currency rates and exchange control regulations. The remittance of profits may therefore be restricted, and the fund may utilize various forms of indirect investment to access such markets. Moreover, the banking systems in these countries are not fully developed and considerable delays may occur in the transfer of funds within, and the remittance of monies out of,

Emerging Markets countries. Certain Emerging Markets countries are particularly likely to require identifying information about entities and persons who have direct, or even indirect, exposure to the securities of issuers in those countries. This may result in the fund being asked to provide information about investors to Emerging Markets regulators or to the brokers who are providing services to the fund in connection with trading activities. Such information may include, but may not be limited to, the identities and addresses of the investors. As the fund may invest in companies based or operated in China, the fund’s performance may be effected by the social, political, and economic conditions in China. The fund may obtain exposure to companies based or operated in China by investing through legal structures known as variable interest entities (“VIEs”). Instead of directly owning the equity securities of a Chinese company, a VIE enters into service and other contracts with the Chinese company. Although the VIE has no equity ownership of the Chinese company, the contractual arrangements permit the VIE to consolidate the Chinese company into its financial statements. VIE investments are subject to the risk that any breach of these contractual arrangements will be subject to Chinese law and jurisdiction, that Chinese law may be interpreted or change in a way that affects the enforceability of the VIE’s arrangements, or that contracts between the Chinese company and the VIE may otherwise not be enforceable under Chinese law. Furthermore, intervention by the Chinese government with respect to VIEs could significantly affect the Chinese company’s performance and the enforceability of the VIE’s contractual arrangements with the Chinese company. As such, rights and remedies of investors (such as the fund) would be limited. If these risks materialize, the value of investments in VIEs could be adversely affected and the fund could incur significant losses with no recourse available.

Market Capitalization Risk (Small-Cap Stocks Risk) – To the extent an investment emphasizes small-cap stocks, it takes on the associated risks. At any given time, this market capitalizations may be out of favor. The stocks of small-cap companies may fluctuate more widely in price than the market as a whole, may be difficult to sell when the economy is not robust or during market downturns, and may be more affected than other types of stocks by the underperformance of a sector or during market downturns. In addition, compared to large-cap companies, small-cap companies may depend on a more limited management group, may have a shorter history of operations, and may have limited product lines, markets or financial

resources. There may also be less trading in small- or mid-cap stocks, which means that buy and sell transactions in those stocks could have a larger impact on a stock’s price than is the case with large-cap stocks.

Depository Receipts: Fund investments in certain issuers may be in the form of American Depositary Receipts (“ADRs”) or Global Depositary Receipts (“GDRs”), which are instruments issued or sponsored by banks or brokerages and traded in U.S. and non-U.S. securities markets. ADRs and GDRs represent interests in a specified number of shares of US and non-US issuers, respectively. Fees and expenses related to holding these securities along with fluctuations in foreign exchange rates and tax treaties could cause an ADR and/or GDR to be of lesser value than its underlying security. An ADR and/or GDR may also entail the risk of loss as a result of the fact that they may offer fewer legal rights than the underlying security or that the issuer of the ADR or GDR changes its terms or terminates the security altogether.

Currency Risk: The fund may invest in securities or other instruments denominated in non-U.S. currencies. Such investments involve various currency risks, including unfavorable currency exchange rate developments and political or governmental intervention in currency trading or valuation. These risks are higher in Emerging Markets. Sprucegrove does not currently hedge currency risk but may do so in the future. Because the fund will determine its net asset value in U.S. dollars, with respect to trading on non-U.S. markets, it is subject to the risk of fluctuation in the exchange rate between the local currency and dollars and to the possibility of exchange controls.

Market Disruptions; Governmental Intervention: The global financial markets have historically gone through pervasive and fundamental disruptions that have led to extensive and unprecedented governmental intervention. Such intervention has in certain cases been implemented on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition—as one would expect given the complexities of the financial markets and the limited time frame within which governments have felt compelled to take action—these interventions have typically been unclear in scope and application, resulting in confusion and uncertainty which in itself has been materially detrimental to the efficient functioning

of the markets as well as previously successful investment strategies. The fund may incur major losses in the event of disrupted markets and other extraordinary events in which historical pricing relationships become materially distorted. The risk of loss from pricing distortions is compounded by the fact that in disrupted markets many positions become illiquid, making it difficult or impossible to close out positions against which the markets are moving. The financing available to the fund from its banks, dealers and other counterparties is typically reduced in disrupted markets. Such a reduction may result in substantial losses to the fund. Market disruptions may from time to time cause dramatic losses for the fund, and such events can result in otherwise historically low-risk strategies performing with unprecedented volatility and risk.

Geographic Risk: Client investments may be made in countries or regions that have experienced natural disasters such as earthquakes and drought and may be more economically sensitive to environmental events than developed markets. The occurrence of such events in these countries or regions could negatively impact the performance of client holdings there.

Institutional and Counterparty Risk: Institutions, such as brokerage firms, banks and broker dealers, generally have custody of the fund’s portfolio assets and may hold such assets in “street name.” Bankruptcy or fraud at one of these institutions could impair the operational capabilities or the capital position of the fund. The fund attempts to limit its investment transactions to well capitalized and established banks and brokerage firms in an effort to mitigate such risks. Events surrounding the bankruptcies or similar proceedings with respect to various parties have demonstrated the risk that assets which a trader such as the fund believed were custodial under statutory and regulatory protections, could be subject to various risks and not subject to certain protections. The banks or brokerage firms selected to act as the fund’s custodians may become insolvent, causing the fund to lose all or a portion of the funds or securities held by those custodians. Sprucegrove is not restricted from dealing with any particular counterparty or from concentrating any or all transactions with one counterparty. The ability of Sprucegrove to transact business with any one or number of counterparties, the lack of any meaningful or independent evaluation of such counterparties’ financial

capabilities and the absence of a regulated market to facilitate settlement may increase the potential for losses by the fund. Sprucegrove may engage in securities lending for the fund. The main risks of securities lending are that a borrower becomes insolvent and/or that the value of the collateral provided falls below the cost of replacing the securities that have been lent. Other potential risks of the fund engaging in securities lending include: (i) the fund suffers a loss on the re-investment of the cash collateral; (ii) the securities being lent are delivered to the borrower before the collateral is received; and (iii) the fund’s legal agreement does not provide full protection in the event that the borrower defaults.

Epidemics; Pandemics: Any public health emergency, including any outbreak of COVID-19, SARS, H1N1/09 flu, avian flu, other coronavirus, Ebola or other existing or new epidemic diseases, or the threat thereof, could have a significant adverse impact on the fund and its investments and could adversely affect the fund’s ability to fulfill its investment objective. The extent of the impact of any public health emergency on the fund’s operational and financial performance will depend on many factors, including, but not limited to: (i) the duration and scope of such public health emergency; (ii) the extent of any related travel advisories and restrictions implemented; (iii) the impact of such public health emergency on overall supply and demand, goods and services; (iv) investor liquidity; (v) consumer confidence and levels of economic activity; and (vi) the extent of its disruption to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. The effects of a public health emergency may materially and adversely impact the value and performance of the fund’s investments, the fund’s ability to source, manage and divest investments and the fund’s ability to achieve its investment objective, all of which could result in significant losses to the fund. In addition, the operations of the fund and Sprucegrove may be significantly impacted, or even temporarily or permanently halted, as a result of government quarantine measures, voluntary and precautionary restrictions on travel or meetings and other factors related to a public health emergency, including its potential adverse impact on the health of any such entity’s personnel.

Requirements to:  Protect the confidentiality of client information;  Comply with all applicable laws, rules and regulations;  Abide by the CFA Institute Asset Manager Code; and  Report any violation or potential violation of the Code or applicable laws to the Chief Compliance Officer. Prohibitions on insider trading (if we are in possession of material, non-public information); Restrictions and reporting on the giving or receipt of gifts, gratuities and entertainment, political and charitable contributions, and outside business activities; Disclosures around actual and potential conflicts of interests; Pre-approval of personal trading of securities which we hold or are under investment consideration; Reporting of all personal securities transactions; and On an annual basis, we require all employees to re-certify their understanding and compliance with our Code and to identify any trading account in which they have a beneficial ownership (i.e., they “own” the account or have “authority” over the account).

Our Code does not prohibit personal trading by employees. As employees of a professional investment adviser, we often follow our own advice and purchase or sell the same or similar securities traded in client accounts. This practice gives rise to a conflict of interest because it creates the opportunity to act on information regarding client trades in a manner that would favor the interests of the employee over those of the client. The Code addresses these conflicts of interest by imposing personal trading blackout periods and requiring employees to obtain pre-approval for any such transactions. In addition, reports of personal securities

transactions by employees are subject to periodic review for compliance with the Code. You may request a complete copy of our Code by contacting us at the address, telephone or email on the cover page of this Part 2A.

local market access and presence,

commission rates,

responsiveness,

financial responsibilities,

trading experience,

reputation and integrity,

facilities, equipment, technology and infrastructure,

opportunities for price improvement,

the speed and likelihood of successful execution,

advice on improving order and execution efficiency,

reliability in executing trades; trade matching and settlement,

recordkeeping and reporting,

order timing and size,

the nature of the security being purchased or sold,

historical and anticipated liquidity; trading volume and price volatility for the security being purchase or sold,

current market conditions; market depth, recent order flow; capacity to handle unusual trading volume,

access to underwritten offerings and secondary markets; willingness to accommodate special needs such as directed brokerage requests,

swift resolution of trade errors and fairness in resolving disputes,

confidentiality and discretion,

availability of accurate information affecting choices as to the most favorable market center for execution and of technology aids to process such information,

knowledge of the other side of a trade, quality and cost of services available from alternative brokers; and market makers and market centers, and the cost and difficulty associated with achieving an execution in a particular market center,

Sprucegrove utilizes advanced third party analytics in the deployment of our trade cost analysis (“TCA”). TCA measures trade execution performance before, during and after trades. The analysis utilizes global peer intelligence, standard and custom benchmarks across various measurements relating to equity and foreign exchange trading costs. TCA enhances transparency in the trade execution process, provides detailed indications on overall trading performance, and offers insights as to how certain trades achieved best execution, given external market conditions and internal considerations.

Soft Dollars In selecting a broker-dealer to execute client transactions, Sprucegrove takes into consideration the fact that the broker-dealer will provide research services (“soft dollar benefits”) in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended (“Section 28(e)”), which permits an investment adviser to cause a client account to pay a higher commission to a broker that provides brokerage and/or research services than the commission another broker would charge; provided, however, the adviser determines in good faith that the commission paid is reasonable in relation to the value of the brokerage and/or research services provided. Sprucegrove relies primarily on its own internal research, but believes that proprietary research received from broker-dealers can be a valuable adjunct to its internal efforts, and can provide information and insights that would not otherwise be available to it. In the most recently completed fiscal year, Sprucegrove received the following types of soft dollar benefits directly and indirectly from broker-dealers executing client transactions:

Traditional research reports,

Economic data and company financial data,

Commercially-available economic, market data, and market tracking services used in making investment decisions,

financial and political analysis.

Fundamental analysis,

Risk management analysis,

Discussions with research analysts,

Meetings with corporate executives to obtain oral reports on the performance of a company (i.e., reports about securities, companies, industries, economic trends, political factors, etc.)

Seminars or conferences if they relate to research, that is, they provide substantive content relating to securities, companies, industries, economic trends, political factors, etc,

Corporate governance research (including corporate governance analytics); and

corporate governance rating services if they reflect expression of reasoning or knowledge relating to securities, companies, industries, economic trends, political factors, etc,

Services received also included access to individuals with expertise in, and/or information regarding, various industries, businesses, or other related areas, execution management systems, portfolio analyses and associated workstations, stock exchange data, and proxy-related services. Soft dollar research was received primarily in the form of written reports, computer generated services, telephone contacts, and personal meetings.

To the extent that Sprucegrove receives research as a soft dollar benefit, it is relieved of the cost of generating or purchasing that research. Research received by Sprucegrove as a soft dollar benefit is generally used by it in connection with some or all of its client accounts and not just the account(s) whose commissions generated the benefit. Sprucegrove does not seek to allocate soft dollar research to the clients whose commissions have generated that research. Sprucegrove’s soft dollar practices cause clients to pay higher brokerage commissions in connection with trades for their accounts than would otherwise be the case. Sprucegrove claims compliance with the CFA Institute Soft Dollar Standards. Additional information concerning Sprucegrove’s soft dollar arrangements is available to clients upon request. Directed Brokerage Sprucegrove may, at the request of a separate account client in writing, direct brokerage transactions undertaken on behalf of that client to a broker specified by the client. Sprucegrove reserves the right to limit the extent to which a client may designate brokers or dealers for the execution of their transactions. We generally participate in client directed brokerage arrangements to a limit of 25% of commissions generated by that client as long as it does not adversely impact our trading execution. A client account that directs brokerage will not receive any benefits from participating in aggregate trades with other clients (as discussed below) and may otherwise receive less favorable execution than if it had permitted Sprucegrove to place the account’s trades. Trade Aggregation Orders entered for a specific security for multiple clients on the same day are typically consolidated for execution at the same price. Order fills are allocated daily on a pro rata basis at the average fill price for that day. However, partial order fills on a day may be allocated to a selection of those clients if such prorating would be uneconomic for one or more

participating accounts, given minimum board lot sizes and client transaction costs. We attempt to ensure that such partial fills are allocated such that no client or class of clients is given preference. Allocation of Investment Opportunities Differences in the advisory fees paid by client accounts may create an incentive to allocate investments viewed as having greater potential to client accounts that pay higher advisory fees. Sprucegrove has adopted investment allocation policies designed to ensure equal and fair treatment of all client accounts with respect to investment opportunities. If the demand expressed on behalf of client accounts exceeds the amount of securities made available for investment by Sprucegrove clients (e.g., in a public offering), the available securities will be allocated among interested client accounts using the same pro rata allocation method for partial fills in aggregated trades discussed above. The allocation of investment opportunities among client accounts is reviewed on a periodic basis to ensure compliance with the goals of the investment allocation policy.

The quarterly focus of the reviews is for consistency among the accounts under management with similar investment objectives and constraints, while the performance emphasis lies on the longer-term results. The custodian is the official record keeper for all client accounts. With respect to the pooled investment funds, “Statements of Account” are produced by the custodian and typically sent to all clients monthly. The Statements of Accounts include a statement of units held, market value of units and transactions for the month. Separate account clients have direct access to their custodian records. Sprucegrove provides a “Quarterly Portfolio Review Report” to all clients and investors in the private investment funds. The report reviews the fund performance returns, transactions and investment strategy and market highlights. It also provides various fund breakdowns by country, sector and market and comparisons to the fund’s benchmark.

These internal records will differ from the records maintained by the custodians. Differences occur primarily due to internal assumptions in the timing of transactions and currency conversion rates. The custodial records serve as the official account records for both private investment funds and separate accounts. We perform a detailed monthly reconciliation of our internal records to the official custodial records.

We also subscribe to Global Proxy Watch, a weekly newsletter covering international corporate governance issues. A conflict of interest for Sprucegrove could arise given the opportunity to vote client securities in its own interest (e.g., by agreeing to certain corporate actions for the purpose of getting or maintaining the soliciting issuer as a client). To address such conflicts, our proxy voting policy requires all proxies to be voted in the best interests of all clients and specifies guidelines on voting with respect to a range of proxy voting issues. Any departure from the voting guidelines must be documented along with the reasons; therefore, these exceptions are reviewed on a periodic basis to ensure that the goals of the proxy voting policies are being met. Sprucegrove maintains records of how it votes proxies. We provide our Proxy Voting Guidelines to all our clients annually and we provide a proxy voting report to clients who request it in writing from the Chief Compliance Officer. Separate account clients that do not give Sprucegrove proxy voting authority will receive proxies and other solicitations relating to their accounts directly from their custodians and may contact Sprucegrove with questions about any particular solicitation.