HELP; leaving Multi-employer Plan

[Guest falcon56]

A Group of Professionals created a Muti-employer DC and DB Plan; each Professional had a individual LLC/PA (which was his employer); a Main LLC employed the Staff; all the individual LLC/PAs, were members of the Main LLC.

Each of the individual PAs, were Participating Employers in both Plans (and signed the appropriate Adoption Page).

My PA membership in the Group was terminated 1 year ago, by the Group; adding insult to injury, they want to keep the non-vested (contributed by my PA) portion of both DC and DB Plans (3-year cliff vesting).

I have since, joined another Group, which has a DC Plan only.

After reading the Plan documents, I found this clause:

Discontinuance of Participation by a Participating Employer. A Participating Employer may discontinue its participation

under the Plan at any time. To document a Participating Employer’s cessation of participation, the following procedures should

be followed: (1) the Participating Employer should adopt a resolution that formally terminates active participation in the Plan

as of a specified date, (2) the Employer that has executed the Employer Signature Page of the Adoption Agreement should

reexecute such page, indicating an amendment by page substitution through the deletion of the Participating Employer

Adoption Page executed by the withdrawing Participating Employer, and (3) the withdrawing Participating Employer should

provide any notices to its Employees that are required by law. Discontinuance of participation means that no further benefits

accrue after the effective date of such discontinuance with respect to employment with the withdrawing Participating

Employer. The portion of the Plan attributable to the withdrawing Participating Employer may continue as a separate plan,

under which benefits may continue to accrue, through the adoption by the Participating Employer of a successor plan (which

may be created through the execution of a separate Adoption Agreement by the Participating Employer) or by spin-off of the

portion of the Plan attributable to such Participating Employer followed by a merger or transfer into another existing plan, as

specified in a merger or transfer agreement.

Questions:1) since I did not officially discontinue participation, am I still a Participating Employer?

2) it seems that as an employee I can't take the non-vested funds, but as a Participating Employer, I can discontinue participation and move ALL the funds somewhere else; the question is where?

3) My individual PA, has no Retirement Plans of itself and since I have joined a new Group, I have no need to continue the individual PA (New Group has no individual PAs).

4) can I rollover both DC and DB funds, into my new Group Qualified DC Plan ? merger? (they don't have a DB Plan).

Complicated issue, but any comments or suggestions would be appreciated.