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5 <br />Plan number: 306665 <br />ADMINISTRATIVE SERVICES AGREEMENT <br />This Administrative Services Agreement ("Agreement"), made as of the day <br />of , 2009 (herein referred to as the "Inception Date"), between the International <br />City/County Management Association Retirement Corporation ("ICMA-RC"), a <br />nonprofit corporation organized and existing under the Laws of the State of Delaware, and <br />Orange County ("Employee"), a County organized and existing under the laws of the <br />State of North Carolina with an office at 208 South Cameron Sheet, Hillsborough, North <br />Carolina 27278. <br />RECITALS <br />Employer acts as a public plan sponsor for a retirement plan ("Plan") with <br />responsibility to obtain investment alternatives and services for employees pa~•ticipating <br />in that Plan; <br />VantageTivst (the "Trust") is a common law trust governed by an elected Board <br />of Trustees for the eommingted investment of retirement funds held by various state and <br />local governmental units for their employees; <br />ICMA-RC acts as investment adviser to the Trust; ICMA-RC has designed, and <br />the Trust offers, a series of separate funds (the "Funds"} for the investment of plan assets <br />as referenced in the Trust's principal disclosure document, "Making Sound Investment <br />Decisions: A Retirement Investment Guide." ("Retirement Investment Guide"). <br />The Funds are available only to public employers and only through the Trust and <br />ICMA-RC. <br />In addition to serving as investment adviser to the Trust, ICMA-RC provides a <br />complete offering of services to public employers far the operation of employee <br />retirement plans including, but not limited to, communications concerning investment <br />alternatives, account maintenance, account record-keeping, investment and tax reporting, <br />transaction processing, benefit disbursement, and asset management. <br />AGREEMENTS <br />1. Appointment of ICMA-RC <br />Employer hereby appoints ICMA-RC as Administrator of the Plan to perform all <br />nondiscretionary functions necessary for the administration of the Plan with respect to <br />assets in the Plan deposited with the Trust. The functions to be performed by ICMA-RC <br />shall be those set forth in Exhibit A to this Agreement. <br />2 <br />