Common use of Funds Other than Fund of Funds Clause in Contracts

Funds Other than Fund of Funds. Subject always to the direction and control of the Trustees of the Trust, QS Investors will manage the investments and determine the composition of the assets of any Fund listed in Appendix A that is not a Fund of Funds in accordance with the Trust’s registration statement, as amended and provided to the QS Investors from time to time. In fulfilling its obligations to manage the investments and reinvestments of the assets of any such Fund, QS Investors will: i. obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Fund or are under consideration for inclusion in the Fund; ii. formulate and implement a continuous investment program for the Fund consistent with the investment objectives and related investment policies for the Fund as described in the Trust's registration statement, as amended and provided to QS Investors from time to time. iii. take whatever steps are necessary to implement these investment programs by the purchase and sale of securities including the placing of orders for such purchases and sales; iv. regularly report to the Trustees of the Trust with respect to the implementation of these investment programs; and v. provide assistance to the Trust’s Custodian regarding the fair value of securities held by the Fund for which market quotations are not readily available. QS Investors will select brokers, dealers, futures commission merchants and other counterparties to effect all transactions for the Fund, including without limitation, with respect to transactions in securities, derivatives, foreign currency exchange, commodities and/or any other investments. QS Investors will place all orders with brokers, dealers, counterparties or issuers, and will negotiate brokerage commissions, spreads and other financial and non-financial terms, as applicable. QS Investors will always seek the best possible price and execution in the circumstances in all transactions. Subject to the foregoing, QS Investors is directed at all times to seek to execute transactions for the Fund in accordance with its trading policies, as disclosed by QS Investors to the Fund from time to time, but in all cases subject to policies and practices established by the Fund and described in the Trust’s registration statement. Notwithstanding the foregoing, QS Investors may pay a broker-dealer that provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934 and by the Trust’s registration statement, if QS Investors determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or QS Investors’ overall responsibilities with respect to accounts managed by QS Investors. QS Investors may use for the benefit of QS Investors’ other clients, or make available to companies affiliated with QS Investors or to its directors for the benefit of its clients, any such brokerage and research services that QS Investors obtains from brokers or dealers. On occasions when QS Investors deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of QS Investors, QS Investors to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by QS Investors in the manner QS Investors considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients. QS Investors will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act of 1940 (the "1940 Act") and Investment Advisers Act of 1940 (the "Investment Advisers Act") and the rules thereunder. QS Investors shall vote proxies relating to the Fund’s investment securities in accordance with the Trust’s proxy voting policies and procedures, which provide that QS Investors shall vote all proxies relating to securities held by the Fund and, subject to the Trust’s policies and procedures, shall use proxy voting policies and procedures adopted by QS Investors in conformance with Rule 206(4)-6 under the Investment Advisers Act. QS Investors shall review its proxy voting activities on a periodic basis with the Trustees.

Funds Other than Fund of Funds. Subject always to the direction and control of the Trustees of the Trust, QS Investors will manage the investments and determine the composition of the assets of any Fund listed in Appendix A that is not a Fund of Funds in accordance with the Trust’s registration statement, as amended and provided to the QS Investors from time to time. In fulfilling its obligations to manage the investments and reinvestments of the assets of any such Fund, QS Investors will: i. (i) obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Fund or are under consideration for inclusion in the Fund; (ii. ) formulate and implement a continuous investment program for the Fund consistent with the investment objectives and related investment policies for the Fund as described in the Trust's registration statement, as amended and provided to QS Investors from time to time. (iii. ) take whatever steps are necessary to implement these investment programs by the purchase and sale of securities including the placing of orders for such purchases and sales; (iv. ) regularly report to the Trustees of the Trust with respect to the implementation of these investment programs; and v. (v) provide assistance to the Trust’s Custodian regarding the fair value of securities held by the Fund for which market quotations are not readily available. QS Investors will select brokers, dealers, futures commission merchants and other counterparties to effect all transactions for the Fund, including without limitation, with respect to transactions in securities, derivatives, foreign currency exchange, commodities and/or any other investments. QS Investors will place all orders with brokers, dealers, counterparties or issuers, and will negotiate brokerage commissions, spreads and other financial and non-financial terms, as applicable. QS Investors will always seek the best possible price and execution in the circumstances in all transactions. Subject to the foregoing, QS Investors is directed at all times to seek to execute transactions for the Fund in accordance with its trading policies, as disclosed by QS Investors to the Fund from time to time, but in all cases subject to policies and practices established by the Fund and described in the Trust’s registration statement. Notwithstanding the foregoing, QS Investors may pay a broker-dealer that provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934 and by the Trust’s registration statement, if QS Investors determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or QS Investors’ overall responsibilities with respect to accounts managed by QS Investors. QS Investors may use for the benefit of QS Investors’ other clients, or make available to companies affiliated with QS Investors or to its directors for the benefit of its clients, any such brokerage and research services that QS Investors obtains from brokers or dealers. On occasions when QS Investors deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of QS Investors, QS Investors to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by QS Investors in the manner QS Investors considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients. QS Investors will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act of 1940 (the "1940 Act") and Investment Advisers Act of 1940 (the "Investment Advisers Act") and the rules thereunder. QS Investors shall vote proxies relating to the Fund’s investment securities in accordance with the Trust’s proxy voting policies and procedures, which provide that QS Investors shall vote all proxies relating to securities held by the Fund and, subject to the Trust’s policies and procedures, shall use proxy voting policies and procedures adopted by QS Investors in conformance with Rule 206(4)-6 under the Investment Advisers Act. QS Investors shall review its proxy voting activities on a periodic basis with the Trustees.

Funds Other than Fund of Funds. Subject always to the direction and control of the Trustees of the Trust, QS Investors will manage the investments and determine the composition of the assets of any Fund listed in Appendix A that is not a Fund of Funds in accordance with the Trust’s registration statement, as amended and provided to the QS Investors from time to time. In fulfilling its obligations to manage the investments and reinvestments of the assets of any such Fund, QS Investors will: i. (i) obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Fund or are under consideration for inclusion in the Fund; (ii. ) formulate and implement a continuous investment program for the Fund consistent with the investment objectives and related investment policies for the Fund as described in the Trust's ’s registration statement, as amended and provided to QS Investors from time to time. (iii. ) take whatever steps are necessary to implement these investment programs by the purchase and sale of securities including the placing of orders for such purchases and sales; (iv. ) regularly report to the Trustees of the Trust with respect to the implementation of these investment programs; and v. (v) provide assistance to the Trust’s Custodian regarding the fair value of securities held by the Fund for which market quotations are not readily available. QS Investors will select brokers, dealers, futures commission merchants brokers and other counterparties dealers to effect all transactions for subject to the Fund, including without limitation, with respect to transactions in securities, derivatives, foreign currency exchange, commodities and/or any other investments. following conditions: QS Investors will place all necessary orders with brokers, dealers, counterparties or issuers, and will negotiate brokerage commissions, spreads and other financial and non-financial terms, as commissions if applicable. QS Investors will always seek the best possible price and execution in the circumstances in all transactions. Subject to the foregoing, QS Investors is directed at all times to seek to execute brokerage transactions for the Fund in accordance with its trading policies, such policies or practices as disclosed by QS Investors to the Fund from time to time, but in all cases subject to policies and practices may be established by the Fund Trustees and described in the Trust’s registration statementstatement as amended. Notwithstanding the foregoing, QS Investors may pay a broker-dealer that which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934 and by the Trust’s registration statementdealer, if QS Investors determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or QS Investors’ overall responsibilities with respect to accounts managed by QS Investors. QS Investors may use for the benefit of QS Investors’ other clients, or make available to companies affiliated with QS Investors or to its directors for the benefit of its clients, any such brokerage and research services that QS Investors obtains from brokers or dealers. On occasions when QS Investors deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of QS Investors, QS Investors to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by QS Investors in the manner QS Investors considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients. QS Investors will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act of 1940 (the "1940 Act") and Investment Advisers Act of 1940 (the "Investment Advisers Act") and the rules thereunder. QS Investors shall vote proxies relating to the Fund’s investment securities in accordance with the Trust’s proxy voting policies and procedures, which provide that QS Investors shall vote all proxies relating to securities held by the Fund and, subject to the Trust’s policies and procedures, shall use proxy voting policies and procedures adopted by QS Investors in conformance with Rule 206(4)-6 under the Investment Advisers Act. QS Investors shall review its proxy voting activities on a periodic basis with the Trustees.QS

Funds Other than Fund of Funds. Subject always to the direction and control of the Trustees of the Trust, QS Investors will manage the investments and determine the composition of the assets of any Fund listed in Appendix A that is not a Fund of Funds in accordance with the Trust’s registration statement, as amended and provided to the QS Investors from time to time. In fulfilling its obligations to manage the investments and reinvestments of the assets of any such Fund, QS Investors will: i. obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Fund or are under consideration for inclusion in the Fund; ii. formulate and implement a continuous investment program for the Fund consistent with the investment objectives and related investment policies for the Fund as described in the Trust's ’s registration statement, as amended and provided to QS Investors from time to time. iii. take whatever steps are necessary to implement these investment programs by the purchase and sale of securities including the placing of orders for such purchases and sales; iv. regularly report to the Trustees of the Trust with respect to the implementation of these investment programs; and v. provide assistance to the Trust’s Custodian regarding the fair value of securities held by the Fund for which market quotations are not readily available. QS Investors will select brokers, dealers, futures commission merchants brokers and other counterparties dealers to effect all transactions for subject to the Fund, including without limitation, with respect to transactions in securities, derivatives, foreign currency exchange, commodities and/or any other investments. following conditions: QS Investors will place all necessary orders with brokers, dealers, counterparties or issuers, and will negotiate brokerage commissions, spreads and other financial and non-financial terms, as commissions if applicable. QS Investors will always seek the best possible price and execution in the circumstances in all transactions. Subject to the foregoing, QS Investors is directed at all times to seek to execute brokerage transactions for the Fund in accordance with its trading policies, such policies or practices as disclosed by QS Investors to the Fund from time to time, but in all cases subject to policies and practices may be established by the Fund Trustees and described in the Trust’s registration statementstatement as amended. Notwithstanding the foregoing, QS Investors may pay a broker-dealer that which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934 and by the Trust’s registration statementdealer, if QS Investors determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or QS Investors’ overall responsibilities with respect to accounts managed by QS QS Investors. QS Investors may use for the benefit of QS Investors’ other clients, or make available to companies affiliated with QS Investors or to its directors for the benefit of its their clients, any such brokerage and research services that QS Investors obtains from brokers or dealers. On occasions when QS Investors deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of QS Investors, QS Investors to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by QS Investors in the manner QS Investors considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients. QS Investors will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act of 1940 (the "“1940 Act"”) and Investment Advisers Act of 1940 (the "“Investment Advisers Act"”) and the rules thereunder. QS Investors shall vote proxies relating to the Fund’s investment securities in accordance with the Trust’s proxy voting policies and procedures, which provide that QS Investors shall vote all proxies relating to securities held by the Fund and, subject to the Trust’s policies and procedures, shall use proxy voting policies and procedures adopted by QS Investors in conformance with Rule 206(4)-6 under the Investment Advisers Act. QS Investors shall review its proxy voting activities on a periodic basis with the Trustees.

Funds Other than Fund of Funds. Subject always to the direction and control of the Trustees of the Trust, QS Investors will manage the investments and determine the composition of the assets of any Fund listed in Appendix A that is not a Fund of Funds in accordance with the Trust’s registration statement, as amended and provided to the QS Investors from time to time. In fulfilling its obligations to manage the investments and reinvestments of the assets of any such Fund, QS Investors will: i. obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Fund or are under consideration for inclusion in the Fund; ii. formulate and implement a continuous investment program for the Fund consistent with the investment objectives and related investment policies for the Fund as described in the Trust's registration statement, as amended and provided to QS Investors from time to time. iii. take whatever steps are necessary to implement these investment programs by the purchase and sale of securities including the placing of orders for such purchases and sales; iv. regularly report to the Trustees of the Trust with respect to the implementation of these investment programs; and v. provide assistance to the Trust’s Custodian regarding the fair value of securities held by the Fund for which market quotations are not readily available. QS Investors will select brokers, dealers, futures commission merchants brokers and other counterparties dealers to effect all transactions for subject to the Fund, including without limitation, with respect to transactions in securities, derivatives, foreign currency exchange, commodities and/or any other investments. following conditions: QS Investors will place all necessary orders with brokers, dealers, counterparties or issuersis­suers, and will negotiate brokerage commissions, spreads and other financial and non-financial terms, as applicablecommissions if ap­plicable. QS Investors will always seek the best possible price and execution in the circumstances in all transactions. Subject to the foregoing, QS Investors is directed at all times to seek to execute brokerage transactions for the Fund in accordance ac­cordance with its trading policies, such policies or practices as disclosed by QS Investors to the Fund from time to time, but in all cases subject to policies and practices established may be estab­lished by the Fund Trustees and described in the Trust’s 's registration statementstatement as amended. Notwithstanding the foregoing, QS Investors may pay a broker-dealer that which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934 and by the Trust’s registration statementdealer, if QS Investors determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction transac­tion or QS Investors’ ' overall responsibilities with respect to accounts managed by QS Investors. QS Investors may use for the benefit of QS Investors’ ' other clients, or make available to companies affiliated with QS Investors or to its directors for the benefit of its their clients, any such brokerage and research services that QS Investors obtains from brokers or dealers. On occasions when QS Investors deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of QS Investors, QS Investors to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by QS Investors in the manner QS Investors considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients. QS Investors will maintain all accounts, books and records with respect to the Fund as are required of an investment invest­ment adviser of a registered investment company pursuant to the Investment Company Act of 1940 (the "1940 Act") and Investment Advisers Act of 1940 (the "Investment Advisers Act") and the rules thereunder. QS Investors shall vote proxies relating to the Fund’s investment securities in accordance with the Trust’s proxy voting policies and procedures, which provide that QS Investors shall vote all proxies relating to securities held by the Fund and, subject to the Trust’s policies and procedures, shall use proxy voting policies and procedures adopted by QS Investors in conformance with Rule 206(4)-6 under the Investment Advisers Act. QS Investors shall review its proxy voting activities on a periodic basis with the Trustees.