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�i ) s I , <br />VantageTrust II Multiple Collective Investment Funds Trust <br />Participation Agreement <br />This Participation Agreement by and between VantageTrust Company, LLC ( "Trust Company'), the trustee <br />of the VantageTrust II Multiple Collective Investment Funds Trust (the "Trust "), and the employer executing <br />this Participation Agreement ( "Employer ") on behalf of the retirement plan(s) or retirement trust(s) identified <br />on the signature page and effective as of the date specified at the end of this Agreement (the "Retirement <br />Trust "). <br />RECITALS <br />1. The Trust Company maintains the Trust (including each separate investment fund established as a "Fund ") <br />U under the Declaration of Trust dated January 1, 2015, and all other attachments thereto, as amended and <br />in effect from time to time (the "Declaration of Trust "), as a medium for the collective investment and <br />reinvestment of assets of certain tax - exempt, governmental pension and profit- sharing plans, and <br />�! retiree welfare plans within the meaning of section 401(a)(24) of the Internal Revenue Code of 1986, as <br />amended, and related trusts, and other eligible investors that become Participating Trusts under the <br />Declaration of Trust (defined as "Eligible Trust" in the Declaration of Trust). <br />2. The Retirement Trust desires to become a Participating Trust as defined in the Declaration of Trust. <br />DEFINITIONS <br />Unless otherwise specified herein, any capitalized word or phrase shall have the meaning as set forth in the <br />Declaration of Trust. <br />AGREEMENT <br />In consideration of the foregoing and the promises set forth below, the parties agree to the following: <br />1. Appointment and Acceptance. The Employer hereby acknowledges that the Trust Company has appointed <br />ICMA Retirement Corporation (`Investment Adviser"), an investment adviser registered under the <br />Investment Advisers Act of 1940, as an investment adviser, pursuant to the terms of the Declaration of <br />Trust to provide advice and recommendations to the Trust Company in the management of the Funds. The <br />Employer further acknowledges and accepts that the Trust Company is a wholly owned subsidiary of <br />Investment Adviser. <br />1 Adoption of Trust. The Retirement Trust's participation in each Fund will at all times be subject to the <br />terms of the Declaration of Trust, which is hereby adopted as a part of the Retirement Trust and this <br />Participation Agreement. The Retirement Trust's participation in each Fund will also be subject to the <br />terms of the Declaration of Trust. <br />4. Acceptance of Plan. The Trust Company accepts the Retirement Trust (including each plan forming a part <br />thereof) as a Participating Trust as of the date specified on the execution page of this Participation <br />Agreement. <br />Notice of Disqualification. In the event that the Retirement Trust ceases to be an Eligible Trust as defined in <br />the Declaration of Trust, then, in the case of any such event, the Employer shall deliver to the Trust Company <br />a written notice of its ceasing to be an Eligible Trust within fifteen (15) calendar days of receipt of any notice, <br />execution of any amendment, receipt of any letter or determination of such cessation. Upon the Trust <br />112,0,15 <br />