Quantbot Technologies LP

Fees and Compensation
Performance Based Fees and Side-by-Side Management

 Management Fee

 With respect to the Sub-Advised Funds, Quantbot receives a management fee based on a
 percentage of gross market value of assets under management as described in the respective
 IMAs.

 Performance Fee

 Pursuant to each IMA, Quantbot is entitled to receive compensation for its advisory services in
 the form of fees calculated based on the performance of the respective Client, as described
 further below.

 Quantbot is generally entitled to receive from each Sub-Advised Fund an annual performance
 fee (the "Performance Fee"), payable in arrears, equal to a percentage of the net profits for the
 prior year.

 With respect to the Quantbot Funds, the Fund General Partner will receive an annual incentive
 allocation (the “Incentive Allocation”) equal to 20% of net profits, subject to a loss carry
 forward, as further described in the Quantbot Funds’ governing documents.

 For purposes of calculating the Performance Fee and the Incentive Allocation, net profits and
 net losses are calculated as gross revenue for the respective Client, as applicable, less direct
 trading expenses, including execution and clearing commissions, ticket charges, financing
 expenses and other related charges.

 The Performance Fees payable to Quantbot under each IMA of each Sub-Advised Fund are
 calculated and determined by Quantbot based upon the valuation of account securities as
 determined by the prime brokers of each respective Sub-Advised Fund’s accounts, as
 applicable. The calculations are forwarded to the Sub-Advised Funds for review and approval
 prior to payment.

 Quantbot or its supervised persons are not compensated for the sale of securities or other
 investment products.

 All performance-based compensation is calculated and paid to the extent permitted by Rule
 205- 3 under the Investment Advisors Act of 1940.

Termination

The IMA between and among Quantbot and each Sub-Advised Fund has a term ending in
2031, subject thereafter to additional extension by mutual consent, with a three year early
termination notice period.

Types of Clients

Quantbot performs portfolio management for nine Clients with investors who exclusively
consist  of sophisticated institutional investors, high net worth individuals, and/or
knowledgeable employees, as applicable.

The minimum initial investment by each prospective Client is outlined in each fund’s
offering memoranda. We may alter minimum required amounts for accounts depending on
the type of investment advisory services to be performed and are negotiable. The opening of
any account is at our sole discretion.