QS Investors LLC

Item 5 – Fees and Compensation
Fees Charged
QS Investors generally assesses client fees based on its standard fee schedules. Actual fees, minimum fees and
minimum account sizes may be negotiated and will vary depending on the client, nature, and/or amount of
services provided or as otherwise agreed upon with each client. Fees may be higher or lower than the fees
reflected below and those charged by other investment advisers for comparable services.
QS Investors may also charge performance or incentive-based fees. Additional information regarding these
practices is provided in Item 6 (Performance-Based Fees and Side-by-Side Management).

How Fees are Charged
Fees are charged to and collected from each client in accordance with the terms of QS Investors’ investment
management, investment advisory, or other service agreement with the client. The client’s agreement with QS
Investors will generally provide that QS Investors is to invoice the client for payment of QS Investors’ fees.
Alternatively, such agreement may authorize QS Investors to send its invoice to the client’s custodian, which
then debits the client’s account and remits payment to QS Investors. In the case of a client that is an investment
fund sub-advised by QS Investors, the fund’s manager or adviser is generally responsible for calculating and
paying QS Investors’ fees without being invoiced by QS Investors. QS Investors does not deduct fees directly
from client accounts.
Fees are generally charged based on the combined market value of all securities and cash on the accounting
date at the end of a specified period (e.g., the last business day of the quarter or an average of AUM during
the quarter). Clients with separately managed accounts are generally billed in arrears, payable on a monthly or
quarterly basis. Alternatively, clients can arrange to pay fees in advance of services rendered. In such cases, if a
contract is terminated before the period has ended, the prorated, unearned portion of any advance payment
received will be promptly refunded to the client based on the number of days remaining in the billing period.
If QS Investors’ advisory services begin after the first day of a billing period or end before the last day of the
period, advisory fees will be prorated. Clients may terminate their advisory contracts by notifying QS Investors
in writing. 1 Fees are also prorated during billing periods in which clients have added or withdrawn assets (other
than immaterial amounts) based on the number of days during the period those assets were managed.

Standard Fee Schedules
QS Investors offers the following standard annualized fee schedules for the management of institutional
separate account portfolios, with fees based on the market value of AUM. These fees are subject to change at
QS Investors’ sole discretion.

1 Service agreements for Section 529 college savings plans typically have multi-year terms and can only be terminated on

a “for cause” basis prior to expiration of the term.

QS Investors Form ADV Part 2A Brochure                                                                                | 6

 Global Equities
 U.S. Equity (Active Factor Investing)
 U.S. Large Capitalization (Russell 1000)
                                                Annual Fee   Minimum Annual Fee
 First $25 million                                0.65%
 Next $75 million                                 0.35%           $162,500
 Balance                                          0.25%
 U.S. Large Capitalization (S&P 500)
                                                Annual Fee   Minimum Annual Fee
 First $25 million                                0.65%
 Next $75 million                                 0.35%           $162,500
 Balance                                          0.25%
 U.S. Large Capitalization Enhanced
                                                Annual Fee   Minimum Annual Fee
 On all assets                                    0.30%           $75,000
 U.S. Mid Capitalization (Russell Midcap)
                                                Annual Fee   Minimum Annual Fee
 First $25 million                                0.65%
 Next $75 million                                 0.35%           $162,500
 Balance                                          0.25%
 U.S. Small Capitalization (Russell 2000)
                                                Annual Fee   Minimum Annual Fee
 First $25 million                                0.85%
 Next $75 million                                 0.70%           $212,500
 Balance                                          0.65%
 Managed Volatility Equity
 U.S. Large Capitalization Managed Volatility
                                                Annual Fee   Minimum Annual Fee
 First $25 million                                0.65%
 Next $75 million                                 0.35%           $162,500
 Balance                                          0.25%
 U.S. Small Capitalization Managed Volatility
                                                Annual Fee   Minimum Annual Fee
 First $25 million                                0.85%
 Next $75 million                                 0.70%           $212,500
 Balance                                          0.65%

QS Investors Form ADV Part 2A Brochure                                            | 7

 Low Volatility High Dividend
 U.S. Low Volatility High Dividend
                                                  Annual Fee   Minimum Annual Fee
 On all assets                                      0.30%           $75,000
 Global Equity (Active Factor Investing)
 Global Opportunistic
                                                  Annual Fee   Minimum Annual Fee
 First $25 million                                  0.65%
 Next $75 million                                   0.50%           $162,500
 Balance                                            0.45%
 Global Environmental Social and Governance (“ESG”)
...

Item 7 – Types of Clients
QS Investors manages separate accounts for both institutional and retail clients. QS Investors provides (or has
provided) investment advisory and sub-advisory services to a variety of client types, including but not limited
to:
    •   Individuals, including High Net Worth (“HNW”) Individuals
    •   Corporations;
    •   Pension and profit-sharing plans;
    •   Taft-Hartley plans;
    •   Insurance companies;
    •   Charitable organizations;
    •   Endowments and foundations;
    •   State, local, and foreign government entities, including sovereign funds;
    •   Registered investment companies, including mutual funds and ETFs;
    •   Foreign funds, such as Undertakings for Collective Investment in Transferable Securities (“UCITS”) and
        Specialized Investment Funds (“SIFs”);
    •   Collective trusts;
    •   Private investment funds, including hedge funds;
    •   Section 529 college savings plans; and
    •   Other U.S. and international institutions.

Managed Account Programs
Discretionary model-based and LMPPG-implemented program clients include individuals as well as various types
of institutional clients.
Non-discretionary model-based program clients include banks, broker-dealers or other investment advisers that
use our services to assist them in managing their own underlying clients. Neither LMPPG nor QS Investors have
an advisory relationship with these underlying clients.

Conditions for Opening or Maintaining an Account
Depending on the nature of the services to be provided, QS Investors generally requires a minimum dollar value
of AUM of $25 million as a condition for opening or maintaining an account. However, the minimum account
size requirement can be waived and/or changed at QS Investors’ discretion. Prospective separate account clients
must execute advisory contracts with QS Investors that stipulate the terms of service and fees.
The minimum investment amount that applies to, or in the case of non-discretionary programs, is
recommended for, managed account programs is generally $25,000. LMPPG and QS Investors, in consultation
with the sponsor, can choose to waive the account minimum or establish higher or lower minimums under a
particular managed account program.
Multi-asset class portfolios with allocations to separately managed portfolios of individual securities will
generally have significantly higher investment minimums than $25,000.

QS Investors Form ADV Part 2A Brochure                                                                    | 17

The investment minimums and investor qualifications for the commingled funds QS Investors manages or sub-
advises are specified in their governing documents. Institutional clients, qualified investors, accredited investors,
retail investors, and some QS Investors employees are eligible to invest in some of these commingled funds.
Prospective commingled fund investors must execute subscription or similar agreements binding them to the
terms stipulated in the governing documents.

QS Investors Form ADV Part 2A Brochure                                                                         | 18