INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION (ICMA-RC) (CITY MANAGER) 1g -2011

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trustee of the Trust. The Trust property allocable to the Plans is held for the trustees of those Plans for the exclusive benefit of that Plan's investors and beneficiaries. The Board of Directors of the Trust Company ( "Board ") is responsible for investing Trust property and overseeing the investments, operations, and administration of the Trust, including the supervision and periodic review of ICMA -RC's services as investment adviser and administrator to the Trust Company and the Funds. III. EXEMPTION FROM REGISTRATION UNDER FEDERAL SECURITIES LAWS Interests in the Funds are not registered under the Securities Act of 1933, in reliance on the exemption under Section 3(a)(2) of that Act, nor are they registered under the Investment Company Act of 1940, in reliance on the exemption under Section 3(c)(11) of that Act. IV. FEDERAL TAX STATUS Sections 501(a) and 401(a) of the Internal Revenue Code provide that a group trust for the commingled investment of assets of qualified plans and other employee benefit plans, such as the Trust, is exempt from taxation. V. ADOPTION OF TRUST AGREEMENT - ELIGIBLE TRUSTS Admission to the Trust is governed by the terms of the Declaration of Trust. Each plan that desires to participate in the Trust shall establish to the Trust Company's satisfaction that it meets the conditions of participation set forth in the Declaration of Trust, including that it satisfies the definition of Eligible Trust as defined in the Declaration of Trust. The following are considered Eligible Trusts as that term is defined in the Declaration of Trust: (a) a retirement, pension, profit- sharing, stock bonus, or other employee benefit trust that is exempt from Federal income taxation under Section 501(a) of the Code by reason of qualifying under Section 401(a) of the Code; (b) an eligible governmental plan trust or custodial account under Section 457(b) of the Code that is exempt under Section 457(g) of the Code; (c) Section 401(a)(24) governmental plans; (d) any common, collective, or commingled trust fund the assets of which consist solely of assets of eligible investors in a group trust under Revenue Ruling 81 -100 (e) an insurance company separate account (1) the assets of which consist solely of assets of eligible investors in a group trust under Revenue Ruling 81 -100, (ii) with respect to which the insurance company maintaining the separate account has entered into a written arrangement with the Trust Company consistent with the requirements of Revenue Ruling 2011 -1, and (iii) the assets of which are insulated from the claims of the insurance company's general creditors; or VantageTrust II Funds Disclosure Memorandum 2016.01.13 - 5 -