International City Management Association Retirement Corporation

Item 5 Fees and Compensation

Managed Accounts. If you enroll in Managed Accounts, an annual advisory fee
is charged based on the month-end assets in your enrolled MissionSquare
Account(s) and is deducted pro-rata in arrears against all eligible investments in
your Managed Account(s) on a monthly basis. If you enroll multiple accounts in
Managed Accounts, the asset-based fee is based on the aggregate account
balance for all of your enrolled MissionSquare Accounts.

Certain Retirement Plans make available the MSQ Income America™ 5ForLife
Balanced Fund. Please see Item 8 for more information. If the MSQ Income
America™ 5ForLife Balanced Fund is included in your Managed Account, it will
be excluded from the proration of the Managed Accounts fee deduction unless
the full fee cannot be deducted from the other eligible investments in your
Managed Account.

Our standard Managed Accounts Fee Schedule is shown below:

                 Account Balance                 Annual Fee
                  First $100,000                  0.50%
                  Next $200,000                   0.40%
                  Next $200,000                   0.30%
                  Over $500,000                   0.20%

If your participation in Managed Accounts terminates before the last day of the
month, the advisory fee is calculated using your aggregate account balance,
prorated for the number of days each account is enrolled in Managed Accounts
for that month. Our fee system is typically updated (“record date”) to reflect your
Managed Accounts unenrollment request the day following submission of your
request. Your aggregate account balance as of that record date will be used to
determine the advisory fee, unless the record date falls on a weekend or holiday,
in which case your aggregate account balance as of the business day prior to
the record date will be used. If you unenroll more than once during the billing
period, the advisory fee is calculated using only your aggregate account
balance from your most recent unenrollment request, prorated for the total
number of days your accounts are enrolled in Managed Accounts for that
month.

Your account balance(s) used to determine the advisory fee does not consider
transaction activity that occurs on the last day of your full or partial billing period
because your account balance on that last day is determined using each fund’s
opening unit balance on that day, times each fund’s closing night net asset value
for that same day.

If you are a participant in a Retirement Plan we administer, the standard
Managed Accounts Fee Schedule may be waived or discounted by agreement
between us and your Plan Sponsor. However, we will not negotiate our
Managed Accounts Fee Schedule directly with you. Our standard Fee Schedule
is subject to change as detailed in the agreement we enter into with you or, if
applicable, your Plan Sponsor. Certain legacy clients of our Managed Accounts
service pay fees lower than our standard Fee Schedule shown above. If you
enroll multiple accounts in Managed Accounts, the lowest Fee Schedule
available to you will apply to all of your enrolled Managed Accounts. The fees
we charge for Managed Accounts may be lower or higher than the fees charged
by other providers of similar services.

Fund Advice. We do not charge you a separate advisory fee for Fund Advice.

Other Fees You Pay

If you invest in the funds made available in your MissionSquare Account, you will
indirectly bear your proportionate share of the fees and expenses that are paid
at the fund level and borne by all shareholders. These fees and expenses
typically include, among others, investment advisory, transfer agent, custodial
and distribution fees and portfolio brokerage costs that are paid by each fund
and/or its underlying funds. Certain funds may charge a redemption fee on
specific transactions. Transactions initiated under Managed Accounts may result
in such redemption fees being charged to you. Any applicable redemption fees
will be deducted directly from your account. These fund fees and expenses are
in addition to the advisory fees we charge for Managed Accounts.

The funds available to you in your Retirement Plan that we administer are
selected by your Plan Sponsor. The funds available to you in the IRAs that we
administer are limited to those funds permitted by such IRA. Only one share
class of a fund is available to you in such Retirement Plan or IRA. A lower
expense share class may be available to you in an account held outside of
MissionSquare Retirement.

Other Compensation We Receive

We (or one of our affiliates) typically receive asset-based fees for providing
investment advisory, recordkeeping, administrative and/or retirement plan
administration services with respect to the funds in which you invest through
your MissionSquare Account. In addition, we offer a strategic partner program
through which third-party fund sponsors and advisers compensate us for certain
reporting services and strategic partnership opportunities. Please see Item 10
for more information on these arrangements and Item 11, under Participation
or Interest in Client Transactions, for a description of conflicts of interest
resulting from our receipt of these fees.

Within your MissionSquare Account, you do not have the option to purchase
funds recommended through Fund Advice or Managed Accounts through other
brokers or agents. However, you do have the option to purchase some of these
recommended funds outside of your MissionSquare Account through other
brokers or agents.

Item 7 Types of Clients

We only offer Guided Pathways Advisory Services in MissionSquare Accounts.
The availability of these services to you depends on the features of your
MissionSquare Account. If you are a Retirement Plan participant, your Plan
Sponsor must expressly adopt Managed Accounts before we can make it
available to you. There is no minimum account size required to participate in
our Guided Pathways Advisory Services. However, if you enroll in Managed
Accounts in your MissionSquare-administered Retirement Plan account and that
account balance goes to $0 and you have retired or separated from service with
the employer that sponsors that Retirement Plan, your account will be
unenrolled from Managed Accounts.

If you have more than one MissionSquare Account, you may have access to
Managed Accounts and/or Fund Advice in one or more of those accounts.
When you enroll in Managed Accounts (or confirm an existing enrollment) or
implement the fund recommendations you receive through Fund Advice in one
of your MissionSquare Accounts, you will be required to enroll in Managed
Accounts (or confirm an existing enrollment) or implement the fund
recommendations you receive through Fund Advice in all of your MissionSquare
Accounts that offer these services.