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I. INTRODUCTION <br />This Disclosure Memorandum ( "Memorandum ") provides information about the VantageTrust II <br />Funds ( "Funds "). Each Fund is a series of the VantageTrust II Multiple Collective Investments <br />Funds Trust ( "Trust "). <br />In addition to this Memorandum, please refer to the appropriate "Fact Sheet" or "investment <br />Options Sheet" for information about each Fund and class. The Fact Sheet provides <br />information including performance, risks, objectives, investment strategies, expenses, and <br />restrictions. The Investment Options Sheet provides information including, risks, objectives, <br />investment strategies and expenses. <br />II. MANAGEMENT OF THE TRUST <br />A. Trustee <br />The VantageTrust Company, LLC ( "Trust Company') is the trustee of the Trust. It is a New <br />Hampshire non - depository banking institution founded in 2001. It makes the Funds available <br />through the Trust to public sector plans and participants. The Trust Company is a wholly owned <br />subsidiary of ICMA Retirement Corporation ( "ICMA -RC "), the investment adviser to the Trust <br />Company. <br />The Trust Company has exclusive management and investment authority with respect to any <br />Fund established pursuant to the Trust's Declaration of Trust ( "Declaration of Trust "). The Trust <br />Company may retain and consult with such investment advisers or other consultants, including, <br />but not limited to, any affiliate of the Trust Company, as the Trust Company in its sole discretion <br />may deem advisable, to assist it in carrying out its responsibilities under the Declaration of <br />Trust. The Trust Company may, in its sole discretion, incorporate the advice of such investment <br />advisers and other consultants into any investment guidelines, investment objectives, or <br />restrictions. <br />B. Investment Adviser <br />ICMA -RC is a Delaware non -profit independent financial services corporation established in <br />1972 to assist state and local governments and their agencies and instrumentalities in the <br />establishment and maintenance of deferred compensation and qualified retirement plans. <br />ICMA -RC serves as the investment adviser and provides administrative support to the Trust <br />Company. It is registered as an investment adviser with the Securities and Exchange <br />Commission. <br />C. Trust <br />The Trust is a group trust established and maintained by the Trust Company and is intended to <br />provide for the collective investment and reinvestment of assets of certain Eligible Trusts <br />( "Plans ") as that term is defined in the Declaration of Trust. The Trust Company is the sole <br />VantageTrust 11 Funds <br />Disclosure Memorandum <br />2016.01.13 - 4 - <br />