ICMA-RC (INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION VANTAGECARE) (MISSION SQUARE)(RHS PLAN) (CITY MANAGER)

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(i)Asset-based fees will be included in the daily unit value of each MSQ Fund Class S, and (b) No separate asset-based fees will be assessed. (c)For the 511 class of the MissionSquare PLUS Fund and for assets in Funds other than the MSQ Funds Class S, an annual asset fee of 0.29%(29 basis points)will be charged on a monthly or quarterly basis,depending on the funds selected. Quarterly charges are based on the balance in the account on the last day of the previous quarter. Monthly charges are based on the average balance for the previous month. (d)A$25 annual account administration fee will be charged quarterly to each Accountholder's account. (e)Asset-based fees and the annual account administration fee are subject to change with appropriate prior notification. (f)Compensation for Advisory and other Services to MissionSquare Funds Class M and Payments from Third-Party Funds. Employer acknowledges that MissionSquare, including certain of its wholly owned subsidiaries,receives compensation for advisory and other services furnished to the MSQ Funds Class M,which are collective funds serving as the underlying funds to certain MSQ Funds Class S. MissionSquare also receives administrative fees from its third-party settlement and clearing agent for providing administrative and other services based on assets invested in third-party investment options; such administrative fees come from payments made by third-party investment options to the settlement and clearing agent. 2. Section 10 of the Agreement entitled Term is amended and restated to read as follows: This Agreement shall be in effect for an initial term beginning on the Inception Date and ending three (3)years after the Inception Date, provided the Employer executes this Agreement through Docu5ign. This Agreement will be renewed automatically for(2)one-year term agreements unless written notice of termination is provided by either party to the other no less than 60 days before the end of such Agreement year. The Employer understands and acknowledges that, in the event the Employer terminates this Agreement(or replaces the MissionSquare PLUS Fund of VantageTrust II as an investment option in its investment line-up), MissionSquare retains full discretion to release Plan assets invested in the MissionSquare PLUS Fund in an orderly manner over a period of up to 12 months from the date MissionSquare receives written notification from the Employer that it has made a final and binding selection of a replacement for MissionSquare as administrator of the Plan (or a replacement investment option for the MissionSquare PLUS Fund). 3. References to"VT ill Vantagepoint Funds"shall mean the "MissionSquare Funds of VantageTrust", and references to the"VT PLUS Fund"shall mean the "MissionSquare PLUS Fund". Except as modified by this Fifth Amendment,all terms and conditions of the Agreement as previously amended,shall remain in full force and effect.