DescriptionofAdvisoryServices: OverviewofSprucegrove Sprucegrove was founded in 1993 by three individuals (Peter Clark, Ian Fyfe and John Watson), who had worked together for 15 years in investment operations at Confederation Life Insurance Company (“Confed”). During that period, they had developed and managed the international investment services for the Canadian- and U.S.-based clients of Confed. Confed retained Sprucegrove to sub-advise their pooled investment funds, thus providing continuity in the management of the international equity assets. At the same time, the remaining members of the Confed international equity team became employees of Sprucegrove, and Sprucegrove obtained all research files and all proprietary equity software and systems from Confed. 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 mispricings 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, 2023, we had 60 full-time employees. There is no principal owner (greater than 25%). AssetsUnderManagement As of December 31, 2023, Sprucegrove had approximately 17,279 million assets under management (consisting of assets in the United States and Canada) on a discretionary basis under the following mandates: Mandate (Equities) Canada ($millions) UnitedStates ($millions) Total ($millions) International $2,023 $8,696 $10,719 Global $761 $40 $801 All Country World $18 $0 $18 All Country World ex U.S. $153 $5,588 $5,741 Total$2,955$14,324$17,279