Common use of Fund of Funds Clause in Contracts

Fund of Funds. Each Lifestyle and Retirement Living Portfolio listed in Appendix A (the “Fund of Funds”) operates as a “fund of funds” and invests primarily in other series of the Trust or other investment companies managed by the Adviser and its affiliates (“Affiliated Funds”), and investment companies managed by advisers that are not affiliated with the Adviser (“Unaffiliated Funds”) (collectively, “Underlying Funds”). QS Investors will provide the Adviser the following information and services relating to the Fund of Funds as may be requested by the Adviser from time to time: · calculate the probability that the advisers to the Unaffiliated Funds are likely outperform their performance benchmarks; · on a quarterly basis, perform statistical performance analysis of historical returns for managers of Underlying Funds that the Adviser is considering for possible investment by the Fund of Funds; · on a quarterly basis, using a combination of sources, including QS Investors’s proprietary optimization technology, optimize Fund of Funds investments consistent with one or more performance objectives specified by the Adviser (including, but not limited to, the probability of out-performing a benchmark, minimum shortfall relative to the benchmark, and specification of the benchmark for each Fund of Funds, and any constraints that the Adviser may specify on allocations to Unaffiliated Funds); · consult with the Adviser to explain proposed allocations on a quarterly basis and review past performance of the Fund of Funds, provided that QS Investors is given information on the performance of these Fund of Funds and the actual allocations implemented.

Fund of Funds. Each Lifestyle and Retirement Living Lifecycle Portfolio listed in Appendix A (the “Fund of Funds”) operates as a “fund of funds” and invests primarily in other series of the Trust or other investment companies managed by the Adviser and its affiliates (“Affiliated Funds”), and investment companies managed by advisers that are not affiliated with the Adviser (“Unaffiliated Funds”) (collectively, “Underlying Funds”). QS Investors will provide the Adviser the following information and services relating to the Fund of Funds as may be requested by the Adviser from time to time: · • calculate the probability that the advisers to the Unaffiliated Funds are likely outperform their performance benchmarks; · • on a quarterly basis, perform statistical performance analysis of historical returns for managers of Underlying Funds that the Adviser is considering for possible investment by the Fund of Funds; · • on a quarterly basis, using a combination of sources, including QS Investors’s proprietary optimization technology, optimize Fund of Funds investments consistent with one or more performance objectives specified by the Adviser (including, but not limited to, the probability of out-performing a benchmark, minimum shortfall relative to the benchmark, and specification of the benchmark for each Fund of Funds, and any constraints that the Adviser may specify on allocations to Unaffiliated Funds); · • consult with the Adviser to explain proposed allocations on a quarterly basis and review past performance of the Fund of Funds, provided that QS Investors is given information on the performance of these Fund of Funds and the actual allocations implemented.

Fund of Funds. Each Lifestyle and Retirement Living Portfolio Lifecycle Fund listed in Appendix A (the “Fund of Funds”) operates as a “fund of funds” and invests primarily in other series of the Trust or other investment companies managed by the Adviser and its affiliates (“Affiliated Funds”), and investment companies managed by advisers that are not affiliated with the Adviser (“Unaffiliated Funds”) (collectively, “Underlying Funds”). QS Investors will provide the Adviser the following information and services relating to the Fund of Funds as may be requested by the Adviser from time to time: · calculate the probability that the advisers to the Unaffiliated Funds are likely outperform their performance benchmarks; · on a quarterly basis, perform statistical performance analysis of historical returns for managers of Underlying Funds that the Adviser is considering for possible investment by the Fund of Funds; · on a quarterly basis, using a combination of sources, including QS Investors’s proprietary optimization technology, optimize Fund of Funds investments consistent with one or more performance objectives specified by the Adviser (including, but not limited to, the probability of out-performing a benchmark, minimum shortfall relative to the benchmark, and specification of the benchmark for each Fund of Funds, and any constraints that the Adviser may specify on allocations to Unaffiliated Funds); · consult with the Adviser to explain proposed allocations on a quarterly basis and review past performance of the Fund of Funds, provided that QS Investors is given information on the performance of these Fund of Funds and the actual allocations implemented.

Fund of Funds. Each Lifestyle and Retirement Living Lifecycle Portfolio listed in Appendix A (the “Fund of Funds”) operates as a “fund of funds” and invests primarily in other series of the Trust or other investment companies managed by the Adviser and its affiliates (“Affiliated Funds”), and investment companies managed by advisers that are not affiliated with the Adviser (“Unaffiliated Funds”) (collectively, “Underlying Funds”). QS Investors will provide the Adviser the following information and services relating to the Fund of Funds as may be requested by the Adviser from time to time: · calculate the probability that the advisers to the Unaffiliated Funds are likely outperform their performance benchmarks; · on a quarterly basis, perform statistical performance analysis of historical returns for managers of Underlying Funds that the Adviser is considering for possible investment by the Fund of Funds; · on a quarterly basis, using a combination of sources, including QS Investors’s proprietary optimization technology, optimize Fund of Funds investments consistent with one or more performance objectives specified by the Adviser (including, but not limited to, the probability of out-performing a benchmark, minimum shortfall relative to the benchmark, and specification of the benchmark for each Fund of Funds, and any constraints that the Adviser may specify on allocations to Unaffiliated Funds); · consult with the Adviser to explain proposed allocations on a quarterly basis and review past performance of the Fund of Funds, provided that QS Investors is given information on the performance of these Fund of Funds and the actual allocations implemented.

Fund of Funds. Each Lifestyle and Retirement Living Portfolio Lifecycle Fund listed in Appendix A (the “Fund of Funds”) operates as a “fund of funds” and invests primarily in other series of the Trust or other investment companies managed by the Adviser and its affiliates (“Affiliated Funds”), and investment companies managed by advisers that are not affiliated with the Adviser (“Unaffiliated Funds”) (collectively, “Underlying Funds”). QS Investors will provide the Adviser the following information and services relating to the Fund of Funds as may be requested by the Adviser from time to time: · • calculate the probability that the advisers to the Unaffiliated Funds are likely outperform their performance benchmarks; · • on a quarterly basis, perform statistical performance analysis of historical returns for managers of Underlying Funds that the Adviser is considering for possible investment by the Fund of Funds; · • on a quarterly basis, using a combination of sources, including QS Investors’s proprietary optimization technology, optimize Fund of Funds investments consistent with one or more performance objectives specified by the Adviser (including, but not limited to, the probability of out-performing a benchmark, minimum shortfall relative to the benchmark, and specification of the benchmark for each Fund of Funds, and any constraints that the Adviser may specify on allocations to Unaffiliated Funds); · • consult with the Adviser to explain proposed allocations on a quarterly basis and review past performance of the Fund of Funds, provided that QS Investors is given information on the performance of these Fund of Funds and the actual allocations implemented.