16-063.00 ICMA-RC: Retirement Health Savings Plan ica-a(c3
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ICMA RETIREMENT CORPORATION
GOVERNMENTAL MONEY PURCHASE PLAN & TRUST
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ICMARC
BUILDING PUBLIC SECTOR
RETIREMENT SECURITY
112
VantageTrust II Multiple Collective Investment Funds Trust
Participation Agreement
This Participation Agreement by and between VantageTrust Company, LLC("Trust Company"), the trustee
of the VantageTrust II Multiple Collective Investment Funds Trust (the "Trust"), and the employer executing
this Participation Agreement("Employer")on behalf of the retirement plan(s)or retirement trust(s) identified
on the signature page and effective as of the date specified at the end of this Agreement (the "Retirement
Trust").
RECITALS
1. The Trust Company maintains the Trust (including each separate investment fund established as a "Fund")
under the Declaration of Trust dated January 1, 2015, and all other attachments thereto, as amended and
in effect from time to time (the "Declaration of Trust"), as a medium for the collective investment and
reinvestment of assets of certain tax-exempt, governmental pension and profit-sharing plans, and
retiree welfare plans within the meaning of section 401(a)(24) of the Internal Revenue Code of 1986, as
amended, and related trusts, and other eligible investors that become Participating Trusts under the
Declaration of Trust(defined as"Eligible Trust"in the Declaration of Trust).
2. The Retirement Trust desires to become a Participating Trust as defined in the Declaration of Trust.
DEFINITIONS
1. Unless otherwise specified herein, any capitalized word or phrase shall have the meaning as set forth in the
Declaration of Trust.
AGREEMENT
In consideration of the foregoing and the promises set forth below,the parties agree to the following:
1. Appointment and Acceptance.The Employer hereby acknowledges that the Trust Company has appointed
ICMA Retirement Corporation ("Investment Adviser"), an investment adviser registered under the
Investment Advisers Act of 1940, as an investment adviser, pursuant to the terms of the Declaration of
Trust to provide advice and recommendations to the Trust Company in the management of the Funds.The
Employer further acknowledges and accepts that the Trust Company is a wholly owned subsidiary of
Investment Adviser.
3. Adoption of Trust. The Retirement Trust's participation in each Fund will at all times be subject to the
terms of the Declaration of Trust, which is hereby adopted as a part of the Retirement Trust and this
Participation Agreement. The Retirement Trust's participation in each Fund will also be subject to the
terms of the Declaration of Trust.
4. Acceptance of Plan. The Trust Company accepts the Retirement Trust (including each plan forming a part
thereof) as a Participating Trust as of the date specified on the execution page of this Participation
Agreement.
5. Notice of Disqualification. In the event that the Retirement Trust ceases to be an Eligible Trust as defined in
the Declaration of Trust,then, in the case of any such event,the Employer shall deliver to the Trust Company
a written notice of its ceasing to be an Eligible Trust within fifteen (15)calendar days of receipt of any notice,
execution of any amendment, receipt of any letter or determination of such cessation. Upon the Trust
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Company's receipt of such information, in writing or otherwise, the Retirement Trust's Units shall be
redeemed in accordance with the provisions of the Declaration of Trust.
WARRANTIES, REPRESENTATIONS AND COVENANTS OF EMPLOYER AND ELIGIBLE TRUST
1. Employer and Retirement Trust represent and warrant as follows:
A. The Retirement Trust meets the definition of an "Eligible Trust" under the Declaration of Trust. This
means the Retirement Trust is any of the following:
i. 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;or
ii. 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; or
iii. Section 401(a)(24)governmental plans; or
iv. 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;or
v. an insurance company separate account (i) 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
vi. any other plan, trust, or other entity that is an eligible investor in a group trust under
Revenue Ruling 81-100.
B. The Retirement Trust is established, maintained and administered under one or more documents that
authorize part or all of the assets of the Retirement Trust to be transferred to, and commingled for
investment purposes in,a Trust that meets the requirements of Revenue Ruling 81-100;
C. The Declaration of Trust(including each Fund thereunder)is adopted as part of the Retirement Trust;
D. Authorization or license from any foreign, federal,
state or local regulatory authority or agency required
on the part of the Employer or the Retirement Trust has been obtained and any necessary filing with any
of the foregoing has been duly made.
2. Employer hereby represents and acknowledges the following:
A. It has the requisite authority to enter into this Participation Agreement on behalf of the Retirement
Trust, to authorize investments under the provisions of the documents of the Retirement Trust and to
make, on behalf of the Retirement Trust, any and all certifications, covenants, representations or
warranties set forth in this Agreement.
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B. It has received and reviewed the Declaration of Trust, any addenda thereto, the VantageTrust II Funds
Disclosure Memorandum, and any additional materials and information it has requested describing the
Trust, and its business and operation, and that in making a prudent investment decision with respect to
the contribution of assets to the Trust in exchange for Units, the Employer has relied solely upon
independent investigations made,directly or indirectly,by it.
C. It has been given the opportunity to review with the Trust Company the terms and conditions of this
Participation Agreement and the Declaration of Trust,and to obtain additional information to verify the
accuracy of the information contained in the aforesaid materials, and such other information as it
desires to evaluate its investment in the Trust.
D. The Units of the Fund(s) have not been registered under the Securities Act of 1933, or the applicable
securities laws of any states or other jurisdictions.
E. Neither the Trust nor any Fund is registered under the Investment Company Act of 1940 and investors
are not entitled to the protections of that Act.
F. The Units of the Fund(s) are not insured by the Federal Deposit Insurance Corporation or any other
type of deposit insurance coverage.
3. Employer agrees promptly to notify the Trust Company in the event that any of the representations set forth
above or any information provided pursuant to the provisions hereof ceases to be accurate during the term
of this Participation Agreement. Until such notice is given to the Trust Company,the Trust Company may rely
on the representations contained in, and all other information provided pursuant to or as contemplated by,
this Participation Agreement in connection with all matters related to the Funds and the Trust.
FEES AND EXPENSES
1. Fees and expenses incurred with respect to the Trust, including compensation of the Trustee,shall be paid in
accordance with the Declaration of Trust.
MISCELLANEOUS
1. Construction. This Participation Agreement shall be deemed to be executed and delivered in the District of
Columbia, and, except to the extent superseded by federal laws, all laws or rules of construction of the
District of Columbia shall govern the rights of the parties hereto and the interpretation of provisions of this
Participation Agreement.
2. Counterparts. This Participation Agreement may be executed in any number of separate counterparts, each
of which shall be deemed an original, but the several counterparts shall together constitute one and the
same Participation Agreement of the parties hereto.
3. Amendments. This Participation Agreement shall be automatically amended by any amendment to the
Declaration of Trust, and all such amendments shall be automatically incorporated by reference herein, and
any provisions of this Participation Agreement inconsistent with the terms of such amendment shall be null
and void on and after the effective date of such amendment.
4. Agreement Conflicts. In the event that any terms of this Participation Agreement conflict with or are in
addition to the terms of any Administrative Services Agreement ("ASA") between the parties, the terms of
this Participation Agreement and the Declaration of Trust shall prevail. In the event that the terms of this
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Participation Agreement conflict with the terms of the Declaration of Trust, the terms of the Declaration of
Trust shall prevail.
5. Prohibited Transactions. If the Trust Company determines that the Retirement Trust's involvement with
certain assets, liabilities or transactions will result, or has resulted, in the Trust engaging in a transaction that
is prohibited by the Internal Revenue Code,Securities Act of 1933, Investment Company Act of 1940 or other
applicable law, the Trust Company, in its sole discretion, may take action to correct such prohibited
transaction, or may treat the Retirement Trust as having withdrawn from participation and shall redeem the
Retirement Trust's Units,all in accordance with the Declaration of Trust.
6. Severability. Each clause or term of this Participation Agreement is severable from the entire Participation
Agreement, and if any clause or term is declared invalid, the remaining clauses or terms shall remain in
effect.
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date specified below.
VantageTrust II Multiple Collective Investment Funds Trust
By: VantageTrust Company, LLC, as Trustee,
By:
Angela Montez
Secretary
Plan/Retirement Trust:
CITY OF SPOKANE VALLEY 800343
Plan/Retirement Trust Name ICMA-RC Plan Number
By: CITY OF SPOKANE VALLEY C8129
Name of Employer or Fiduciary Customer Number
By: )(il C l
3 23 20(C
Authorized Officer Signature Date
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Telephone Number
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