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VANTAGETRUST II FUNDS <br />DISCLOSURE MEMORANDUM <br />January 13, 2016 <br />THIS OFFERING IS BEING MADE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION <br />UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR AN INTEREST IN THE VANTAGETRUST <br />II MULTIPLE COLLECTIVE INVESTMENT FUNDS TRUST ( "TRUST "). NO PUBLIC MARKET WILL <br />DEVELOP FOR THE UNITS OF PARTICIPATION IN ONE OR MORE SERIES (EACH A "FUND," AND <br />COLLECTIVELY, THE "FUNDS ") OF THE TRUST. THE UNITS ARE NOT TRANSFERABLE OR <br />REDEEMABLE EXCEPT UPON SATISFACTION OF CERTAIN CONDITIONS DESCRIBED IN THIS <br />DISCLOSURE MEMORANDUM AND THE TRUST'S DECLARATION OF TRUST. <br />THE UNITS OF PARTICIPATION OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH OR <br />APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY <br />SECURITIES REGULATORY AUTHORITY OF ANY STATE, NOR HAS ANY SUCH COMMISSION OR <br />REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DISCLOSURE <br />MEMORANDUM. <br />THE TRUST AND THE FUNDS ARE NOT REGISTERED AS AN INVESTMENT COMPANY UNDER THE <br />INVESTMENT COMPANY ACT OF 1940, AS AMENDED, IN RELIANCE UPON AN EXEMPTION FROM <br />SUCH REGISTRATION. <br />PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS DISCLOSURE <br />MEMORANDUM AS INVESTMENT, TAX, OR LEGAL ADVICE. THIS DISCLOSURE MEMORANDUM, <br />AS WELL AS THE NATURE OF THE INVESTMENT, SHOULD BE REVIEWED BY EACH PROSPECTIVE <br />INVESTOR WITH ITS INVESTMENT ADVISERS, ACCOUNTANTS, OR LEGAL COUNSEL. <br />NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION <br />NOT CONTAINED IN THIS DISCLOSURE MEMORANDUM, AND, IF GIVEN OR MADE, SUCH OTHER <br />INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON, <br />THIS DISCLOSURE MEMORANDUM CONTAINS SUMMARIES, BELIEVED TO BE ACCURATE, OF <br />CERTAIN TERMS OF THE TRUST'S DECLARATION OF TRUST. FOR COMPLETE INFORMATION <br />CONCERNING THE RIGHTS AND OBLIGATIONS OF THE PARTIES THERETO, REFERENCE IS HEREBY <br />MADE TO THE ACTUAL DOCUMENTS, COPIES OF WHICH WILL BE FURNISHED TO PROSPECTIVE <br />INVESTORS, UPON REQUEST. IN THE EVENT OF ANY INCONSISTENCIES BETWEEN THIS <br />MEMORANDUM AND THE DECLARATION OF TRUST, THE PROVISIONS OF THE DECLARATION OF <br />TRUST SHALL BE CONTROLLING. ALL SUCH SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY <br />THIS REFERENCE. <br />THE FUNDS AND OTHER INVESTMENT OPTIONS MADE AVAILABLE BY THE TRUST ARE NOT <br />GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION ( "FDIC "), ANY <br />OTHER GOVERNMENT AGENCY, THE VANTAGETRUST COMPANY, OR ICMA -RC. <br />