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U.S. Government Agency Securities Risk — Securities issued by U.S. Government agencies or <br />government- sponsored enterprises may not be guaranteed by the U.S. Treasury, Further, there <br />is no assurance that the U.S. Government will provide financial support to its agencies or <br />instrumentalities (including government - sponsored enterprises) that issue or guarantee certain <br />securities. If a government agency or a government - sponsored enterprise is unable to meet its <br />obligations, the Fund may experience a loss. <br />U.S. Treasury Securities Risk —A security backed by the U.S. Treasury or the full faith and credit <br />of the United States is guaranteed only as to the timely payment of interest and principal when <br />held to maturity, the market prices for such securities are not guaranteed and will fluctuate. <br />The Trust Company has appointed ICMA -RC to act as the investment adviser to the Trust <br />Company in respect to the Funds. As investment adviser, ICMA -RC advises the Trust Company <br />on the composition and design of investment programs and options. It also advises the Trust <br />Company with respect to investments by the Funds. <br />ICMA -RC provides administrative support to the Trust Company as may be required to exercise <br />recordkeeping, reporting, disclosure and other support functions in respect to the funds. <br />IX. FEES AND EXPENSES <br />The Trust Company is entitled under the Declaration of Trust to receive reasonable <br />compensation for its services in managing and administering the Trust. The compensation, <br />custodial fees and expenses of the Trust Company are paid from the Trust, except to the extent <br />that plan fiduciaries have arranged for payment from other sources. <br />The Trust charges the fees and expenses of CMA -RC, as investment adviser, to the Funds. <br />ICMA -RC also charges a combined fee for providing investment advisory, administrative, and <br />management services to the Trust Company. The fees charged vary depending on the <br />particular type and level of services required and are part of the negotiated investment <br />management contract between the Trust Company and ICMA -RC. <br />The Trust Company may also charge to a particular class of a Fund any other expense, claim or <br />charge that is specifically allocated to such class. <br />Please refer to each Fund's Fact Sheet or Investment Options Sheet for the expenses applicable <br />to that Fund and class. <br />X. CONFLICTS OF INTEREST <br />ICMA -RC provides investment advice with respect to certain investment options available <br />through the Trust in which ICMA -RC has a financial interest. ICMA -RC is the sponsor of The <br />Vantagepoint Funds, which comprise the underlying investments of certain of the Funds. When <br />VantageTrust II Funds <br />Disclosure Memorandum <br />2016.01.13 -14- <br />