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B. It has received and reviewed the Declaration of Trust, any addenda thereto, the VantageTrust II Funds <br />Disclosure Memorandum, and any additional materials and information it has requested describing the <br />Trust, and its business and operation, and that in making a prudent investment decision with respect to <br />the contribution of assets to the Trust in exchange for Units, the Employer has relied solely upon <br />independent investigations made, directly or indirectly, by it. <br />C. It has been given the opportunity to review with the Trust Company the terms and conditions of this <br />Participation Agreement and the Declaration of Trust, and to obtain additional information to verify the <br />accuracy of the information contained in the aforesaid materials, and such other information as it <br />desires to evaluate its investment in the Trust. <br />D. The Units of the Fund(s) have not been registered under the Securities Act of 1933, or the applicable <br />securities laws of any states or other jurisdictions. <br />E. Neither the Trust nor any Fund is registered under the Investment Company Act of 1940 and investors <br />are not entitled to the protections of that Act. <br />F. The Units of the Fund(s) are not insured by the Federal Deposit Insurance Corporation or any other <br />type of deposit insurance coverage. <br />3. Employer agrees promptly to notify the Trust Company in the event that any of the representations set forth <br />above or any information provided pursuant to the provisions hereof ceases to be accurate during the term <br />of this Participation Agreement. Until such notice is given to the Trust Company, the Trust Company may rely <br />on the representations contained in, and all other information provided pursuant to or as contemplated by, <br />this Participation Agreement in connection with all matters related to the Funds and the Trust. <br />FEES AND EXPENSES <br />1. Fees and expenses incurred with respect to the Trust, including compensation of the Trustee, shall be paid in <br />accordance with the Declaration of Trust. <br />MISCELLANEOUS <br />1. Construction. This Participation Agreement shall be deemed to be executed and delivered in the District of <br />Columbia, and, except to the extent superseded by federal laws, all laws or rules of construction of the <br />District of Columbia shall govern the rights of the parties hereto and the interpretation of provisions of this <br />Participation Agreement. <br />2. Counterparts. This Participation Agreement may be executed in any number of separate counterparts, each <br />of which shall be deemed an original, but the several counterparts shall together constitute one and the <br />same Participation Agreement of the parties hereto. <br />3. Amendments. This Participation Agreement shall be automatically amended by any amendment to the <br />Declaration of Trust, and all such amendments shall be automatically incorporated by reference herein, and <br />any provisions of this Participation Agreement inconsistent with the terms of such amendment shall be null <br />and void on and after the effective date of such amendment. <br />4. Agreement Conflicts. In the event that any terms of this Participation Agreement conflict with or are in <br />addition to the terms of any Administrative Services Agreement ( "ASA ") between the parties, the terms of <br />this Participation Agreement and the Declaration of Trust shall prevail. In the event that the terms of this <br />VantageTrust II Participation Agreement <br />1/2016 <br />