2023-11-14T09:36:42-06:00 2022-12-31 135565207 KPMG LLP 8350 BROAD STREET SUITE 900 MCLEAN VA 22102 990 2022-01-01 237268394 INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION INTE 2029624600 777 N CAPITOL ST NE SUITE 600-TA WASHINGTON DC 200024240 GEORGE SUZICH AUTHORIZED REPRESENTATIVE 2029624600 2023-11-13 1 GEORGE SUZICH XXX-XX-XXXX 0 SHAWN HUTCHINSON P01048557 7032868000 2023-11-11 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z MISSIONSQUARE RETIREMENT DEANNA SANTANA 777 N CAPITOL ST NE SUITE 600-TAX WASHINGTON DC 200024240 469699793 0 X WWW.MISSIONSQ.ORG X 1972 DE TO LESSEN THE BURDENS OF STATE AND LOCAL GOVERNMENTS... (CON'T ON SCHEDULE O, GENERAL STATEMENT 1) GENERAL STATEMENT 1TO LESSEN THE BURDENS OF STATE AND LOCAL GOVERNMENTS AND THEIR AGENCIES AND INSTRUMENTALITIES BY ASSISTING THEM IN ESTABLISHING AND ADMINISTERING QUALIFIED DEFERRED COMPENSATION AND OTHER RETIREMENT PLANS FOR THEIR EMPLOYEES, AND BY PROVIDING THEM WITH RETIREMENT PLAN ADMINISTRATION AND ASSET MANAGEMENT SERVICES THAT INCLUDE BROAD-BASED FINANCIAL AND RETIREMENT PLANNING AND RELATED INVESTMENT EDUCATION SUPPORT. THE CORPORATION MAKES ITS SERVICES AVAILABLE TO ALL MUNICIPAL GOVERNMENT EMPLOYERS, INCLUDING MANY THAT HAVE LIMITED OR NO OTHER VIABLE RETIREMENT PLAN ADMINISTRATION OR PUBLIC TRUST INVESTMENT OPTIONS AVAILABLE TO THEM. 8 8 760 0 24801223 0 0 0 267823056 248893708 50906302 22086564 185196 478438 318914554 271458710 20109668 1060000 0 0 142829348 135747209 0 0 0 109593924 115099433 272532940 251906642 46381614 19552068 683853654 643097063 95158560 112166000 588695094 530931063 THE CORPORATION SERVES TO LESSEN THE BURDENS OF STATE/LOCAL GOVERNMENTS & THEIR AGENCIES AND INSTRUMENTALITIES BY ADMINISTERING QUALIFIED AND DEFERRED COMPENSATION RETIREMENT PLANS, HELPING PUBLIC SECTOR EMPLOYEES BUILD RETIREMENT SECURITY. 0 0 227692966 1060000 248893708 THE CORPORATION PROVIDED PLAN ADMINISTRATION, ASSET MANAGEMENT, AND RETIREMENT EDUCATION AND PLANNING SERVICES TO 4,708 STATE AND LOCAL GOVERNMENT EMPLOYERS, SPONSORING 9,284 RETIREMENT PLANS COVERING 1,755,094 PUBLIC SECTOR EMPLOYEE RETIREMENT ACCOUNTS. 227692966 1 0 0 1 0 0 0 0 0 0 1 1 0 0 1 1 0 1 0 0 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 1 178 0 1 760 1 1 1 0 0 0 0 0 0 0 0 0 1 0 X 8 8 1 0 0 0 0 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 CA DE GA IN NH NM NC OK X RICHARD WHITTY 2029624600 777 N CAPITOL ST NE STE 600-TAX WASHINGTON DC 200024240 X MARC OTT DIRECTOR 2.00 37.50 X 0 587829 53939 DEANNA SANTANA DIRECTOR 2.00 0.00 X 8674 0 0 OPAL MAULDIN-JONES DIRECTOR 2.00 0.00 X 5486 0 0 TANISHA BRILEY DIRECTOR 2.00 0.00 X 5095 0 0 ROBERT JONES DIRECTOR 2.00 0.00 X 3100 0 0 CYNTHIA STEER DIRECTOR 2.00 0.00 X 2719 0 0 BRIAN CLARKE DIRECTOR 2.00 0.00 X 1344 0 0 LEE FELDMAN DIRECTOR 2.00 0.00 X 0 0 0 DENEAN WILLIAMS DIRECTOR 2.00 0.00 X 0 0 0 LYNNE FORD PRESIDENT, CEO, DIRECTOR 40.00 0.00 X X 1719535 0 842659 DAI SHI TREASURER, CFO 40.00 0.00 X 922560 0 328604 KATHERINE SCHULZE SECRETARY, CLO (AS OF 08/08/22) 40.00 0.00 X 134825 0 1906 RHONDA MIMS SECRETARY, CLO (UNTIL 04/06/22) 40.00 0.00 X 326229 0 21423 WAYNE WICKER SENIOR VICE PRESIDENT 40.00 0.00 X 2022419 0 69228 KAREN CHONG-WULFF MANAGING VICE PRESIDENT 40.00 0.00 X 1533310 0 55661 LYNNE SMITH SENIOR VICE PRESIDENT 40.00 0.00 X 806552 0 305790 ORLANDO CRUZ SENIOR VICE PRESIDENT 40.00 0.00 X 841192 0 259892 FLORA HEDRICK MANAGING VICE PRESIDENT 40.00 0.00 X 808863 0 26983 ANGELA MONTEZ UNTIL 042521 FORMER GENERAL COUNSEL 40.00 0.00 X 464085 0 33896 9605988 587829 1999981 439 1 1 0 DATA MANAGEMENT GROUP LLC 848 N RAINBOW BLVD 567 LAS VEGAS NV 89107 IT CONSULTING 4247757 SLALOM CONSULTING LLC PO BOX 101416 PASADENA CA 91189 MANAGEMENT CONSULTING 2247692 OUR IDEAWORKS LLC 50 BRYANT AVE WHITE PLAINS NY 10605 IT CONSULTING 1682940 GUIDEPOINT SECURITY LLC 11951 FREEDOM DR 13TH FL STE 1331 RESTON VA 20190 IT CONSULTING 1507569 CAPITAL RELOCATION SERVICES LLC 22810 QUICKSILVER DRIVE STERLING VA 20166 EMPLOYEE RELOCATION 694197 41 PLAN ADMIN/ASSET MGMT 541611 224277681 224277681 0 OTHER ACCOUNT ADMIN 524292 24616027 24616027 248893708 16111270 16111270 293242 0 293242 293242 293242 204216377 198200271 40812 6016106 -40812 5975294 5975294 BLDG ACCT SERVICES 525990 185196 185196 185196 271458710 224277681 24801223 22379806 1060000 1060000 4324156 2355827 1968329 106072063 97406415 8665648 6333148 5896354 436794 12928159 10121047 2807112 6089683 5341121 748562 2227040 1955234 271806 734804 278150 456654 107318 107318 67228 67228 5098334 5098334 2340129 1849660 490469 19356913 18655961 700952 2666463 2666463 6780089 5363819 1416270 2592521 2260070 332451 1356169 855454 500715 1951 1951 6722452 5273313 1449139 1935280 1196584 738696 THIRD-PARTY PLAN ADMIN. 31636695 31636695 TEMPORARY SERVICES 5298311 4992884 305427 PLAN MAILING/POSTAGE 5179355 5179355 PROFESSIONAL SUBSCRIPS. 4376882 3967362 409520 16621499 14175546 2445953 251906642 227692966 24213676 0 823055 1220554 67875592 102395395 34606220 26504889 10951995 10621727 87748227 68058709 19341327 19689518 256619038 267758502 284168549 184783627 9467878 30122851 683853654 643097063 64164206 65326515 20000000 18500000 10994354 28339485 95158560 112166000 X 588695094 530931063 588695094 530931063 683853654 643097063 X 19552068 -77720303 404204 X 0 1 X 1 0 X 207011363 206169865 211541796 243930111 224277681 1092930816 207011363 206169865 211541796 243930111 224277681 1092930816 0 8809579 10317235 11361414 12961408 12396953 55846589 8809579 10317235 11361414 12961408 12396953 55846589 1037084227 12511783 11905630 9656319 19707734 16404512 70185978 12511783 11905630 9656319 19707734 16404512 70185978 219523146 218075495 221198115 263637845 240682193 1163116794 0.89160 0.89740 0.06030 0.05850 X 0 1 0 0 0 0 1 174568 0 0 174568 0 PART II-B, LINE 1: LOBBYING EXPENSES WERE INCURRED TO ADVOCATE AT FEDERAL AND STATE LEVELS FOR LEGISLATION THAT WILL BENEFIT MUNICIPAL RETIREMENT PLAN SYSTEMS, AND OTHERWISE IMPROVE THE ABILITY OF STATE AND LOCAL GOVERNMENT EMPLOYEES TO BUILD RETIREMENT SECURITY. 15077173 10808402 4268771 20214573 14490442 5724131 52456481 42759865 9696616 19689518 VANGUARD VINIX 33499609 F VOYA MORTGAGE FUND 4669162 F CERBERUS INSTITUTIONAL PTRS VI 17342550 F INSIGHT VENTURE PARTNERS X 13638300 F BLACKSTONE PROPERTY PARTNERS 12355118 F FORTRESS CREDIT OPPORTUNITIES V 8106999 F ALPINVEST SECONDARIES FUND VI 5549108 F STRATEGIC PARTNERS REAL ASSETS II 5646854 F OAKTREE REAL ESTATE DEBT FUND II 3448271 F INSIGHT PARTNERS XI 14114110 F STRATEGIC PARTNERS VIII 7256603 F APOLLO INVESTMENT FUND IX 10809083 F BLACKSTONE REAL ESTATE PARTNER IX 10431817 F HPS SPECIALTY LOAN INTERNATIONAL FUND V-L, L.P. 6118386 F AMERICAN SECURITIES PARTNERS VIII 12107638 F CARLYLE REALTY PARTNERS VIII 2946238 F STRATEGIC PARTNERS INFRASTRUCTURE III 3202077 F ALPINVEST SECONDARIES FUND VII 3790994 F INSIGHT PARTNERS XII 5355664 F INSIGHT PARTNERS X FOLLOW-ON FUND 957920 F APOLLO INVESTMENT FUND X -148684 F BLACKSTONE REAL ESTATE PARTNERS X -16882 F CERBERUS INSTITUTIONAL PTRS VII 3602692 F 184783627 RETIREMENT BENEFITS-NONCURRENT 1186349 OTHER LIABILITIES 8757731 OPERATING LEASE LIABILITY-NONCURRENT 18395405 28339485 X PART X, LINE 2: FIN 48 (ASC 740) FOOTNOTE TO THE CORPORATION'S AUDITED FINANCIAL STATEMENTS PROVIDES THE FOLLOWING DISCLOSURE: THE FASB ASC 740, INCOME TAXES, ESTABLISHES GUIDELINES FOR RECOGNIZING, MEASURING, AND DISCLOSING TAX RETURN POSITIONS IN FINANCIAL STATEMENTS. MANAGEMENT HAS EVALUATED THE TAX POSITIONS OF MISSIONSQUARE RETIREMENT AND DETERMINED THAT THE APPLICATION OF ASC 740 HAD NO MATERIAL IMPACT ON ITS CONSOLIDATED FINANCIAL STATEMENTS. ACCORDINGLY, NO ADJUSTMENTS FOR UNRECOGNIZED TAX BENEFITS OR RELATED INTEREST OR PENALTIES WERE REQUIRED AS OF DECEMBER 31, 2022. CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENTS 108562345 EUROPE 0 0 INVESTMENTS 4773040 NORTH AMERICA 0 0 INVESTMENTS 131096 SOUTH AMERICA 0 0 INVESTMENTS 0 0 0 0 0 0 113466481 0 113466481 1 0 1 1 1 0 PART I, LINE 3: THE MAXIMUM AGGREGATE VALUE OF INVESTMENT IN CENTRAL AMERICA AND THE CARIBBEAN WAS $127,273,497, WITH A YEAR-END VALUE OF $108,562,345. THE MAXIMUM AGGREGATE VALUE OF INVESTMENT IN EUROPE WAS $11,226,862, WITH A YEAR-END VALUE OF $4,773,040. THE MAXIMUM AGGREGATE VALUE OF INVESTMENT IN NORTH AMERICA WAS $383,508, WITH A YEAR-END VALUE OF $131,096. THE MAXIMUM AGGREGATE VALUE OF INVESTMENT IN SOUTH AMERICA WAS $188,918, WITH A YEAR-END VALUE $0. THE CORPORATION HAS ENGAGED JP MORGAN CHASE BANK TO SERVE AS A THIRD-PARTY CUSTODIAN OF THE ABOVE-NOTED INVESTMENTS AND DID NOT HAVE AN INTEREST IN, OR SIGNATURE OR OTHER AUTHORITY OVER, ANY REPORTABLE FOREIGN FINANCIAL ACCOUNTS. PART III ACCOUNTING METHOD: 1 MISSIONSQUARE FOUNDATION 777 NORTH CAPITOL ST NE STE 600 WASHINGTON DC 20002 881226333 501(C)(3) 1000000 0 BUILDING STRONGER COMMUNITIES AND CREATING LONG-TERM FINANCIAL RESILIENCY FOR FAMILIES BOSTON COLLEGE CENTER FOR RETIREMENT RESEARCH 140 COMMONWEALTH AVENUE CHESTNUT HILL MA 02467 042103545 501(C)(3) 45000 0 RESEARCH IN THE AREA OF PUBLIC SECTOR FINANCIAL AND RETIREMENT SECURITY JUNIOR ACHIEVEMENT OF GREATER WASHINGTON 919 18TH ST NW SUITE 901 WASHINGTON DC 20006 540788947 501(C)(3) 15000 0 EDUCATING AND INSPIRING YOUNG PEOPLE TO SUCCEED IN A GLOBAL ECONOMY 3 0 PART I, LINE 2: SUPPLEMENTAL INFORMATION ON GRANTS MADE BY THE CORPORATION: MISSIONSQUARE RETIREMENT SUPPORTS CHARITABLE ORGANIZATIONS DEDICATED TO BUILDING STRONGER COMMUNITIES, AND IN PROVIDING SUCH SUPPORT, THE CORPORATION MADE GRANT PAYMENTS TO VARIOUS ORGANIZATIONS IN 2022. THE CORPORATION MONITORS AND/OR REVIEWS THE ACTIVITIES OF THESE ORGANIZATIONS BY ATTENDING PRESENTATIONS AND REVIEWING THEIR ANNOUNCEMENTS, PUBLICATIONS AND ANNUAL REPORTS. X X 1 1 X X X X X X 1 1 0 0 0 0 0 1 1 1 MARC OTT DIRECTOR 0 489174 0 74975 0 23680 0 35198 0 18741 0 641768 0 0 LYNNE FORD PRESIDENT, CEO, DIRECTOR 636617 0 1047108 0 35810 0 810310 0 32349 0 2562194 0 75000 0 DAI SHI TREASURER, CFO 332303 0 273000 0 317257 0 312050 0 16554 0 1251164 0 134000 0 RHONDA MIMS SECRETARY, CLO (UNTIL 04/06/22) 113129 0 208000 0 5100 0 12200 0 9223 0 347652 0 0 0 WAYNE WICKER SENIOR VICE PRESIDENT 486474 0 1507928 0 28017 0 24400 0 44828 0 2091647 0 0 0 KAREN CHONG-WULFF MANAGING VICE PRESIDENT 383623 0 813844 0 335843 0 24400 0 31261 0 1588971 0 250000 0 LYNNE SMITH SENIOR VICE PRESIDENT 348867 0 280800 0 176885 0 275600 0 30190 0 1112342 0 0 0 ORLANDO CRUZ SENIOR VICE PRESIDENT 270640 0 455000 0 115552 0 218133 0 41759 0 1101084 0 0 0 FLORA HEDRICK MANAGING VICE PRESIDENT 283425 0 524537 0 901 0 24400 0 2583 0 835846 0 0 0 ANGELA MONTEZ UNTIL 042521 FORMER GENERAL COUNSEL 0 0 0 0 464085 0 27000 0 6896 0 497981 0 0 0 PART I, LINE 1A SCHEDULE J, PART I, LINE 1A: FIRST-CLASS TRAVEL: THE CORPORATION'S BOARD-APPROVED TRAVEL GUIDELINES PROVIDE DIRECTORS WITH THE OPTION OF FIRST-CLASS TRAVEL WHEN IT INVOLVES EXTENUATING CIRCUMSTANCES, SUCH AS EXTENDED FLIGHT TIMES AND LATE-NIGHT ARRIVALS WHILE ATTENDING BOARD MEETINGS. IN 2022, SEVEN OF TEN DIRECTORS USED THIS OPTION. TRAVEL FOR COMPANIONS: IN CONSIDERATION OF PERSONAL AND FAMILY OBLIGATIONS, THE CORPORATION'S BOARD-APPROVED TRAVEL GUIDELINES PROVIDE ASSISTANCE TO DEFRAY TRAVEL COSTS OF FAMILY MEMBERS OR COMPANIONS WHO MAY ACCOMPANY DIRECTORS TO BOARD MEETINGS. ALTHOUGH DIRECTORS ARE NOT PAID FEES FOR THEIR SERVICES, THEY DO RECOGNIZE TAXABLE INCOME IN THE AMOUNT OF ANY SUCH TRAVEL ASSISTANCE. IN 2022, EIGHT OF TEN DIRECTORS RECEIVED PAYMENTS UNDER THIS POLICY. PART I, LINES 4A-B SCHEDULE J, PART I, LINE 4A: SEVERANCE PAYMENTS: SECRETARY AND GENERAL COUNSEL, ANGELA MONTEZ, SEPARATED FROM EMPLOYMENT DURING 2021. THE COMPENSATION TOTAL REPORTED IN FORM 990, SCHEDULE J, PART II, COLUMN B(III) INCLUDES $172,397, REPRESENTING A SEVERANCE PAYMENT THAT WAS TAXABLE TO THIS INDIVIDUAL. SCHEDULE J, PART I, LINE 4B: SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN: IN 2000, THE BOARD OF DIRECTORS ADOPTED A SECTION 457(F) SUPPLEMENTAL RETIREMENT PLAN FOR SENIOR EXECUTIVES (2000 PLAN). A SECOND SUCH PLAN WAS ADOPTED BY THE BOARD OF DIRECTORS, EFFECTIVE AS OF 2010 (2010 PLAN). THE BOARD REVIEWED COMPARABILITY DATA PROVIDED BY AN INDEPENDENT COMPENSATION CONSULTANT BEFORE APPROVING THESE PLANS AS PART OF AN OVERALL PROGRAM OF REASONABLE COMPENSATION. THEREAFTER, THE BOARD HAS ALSO PERIODICALLY REVIEWED COMPARABILITY DATA THROUGH 2022, AS THE RIGHTS OF PARTICIPANTS RESPECTIVELY ACCRUED OR VESTED UNDER THESE PLANS. AFTER SUCH REVIEW, THE BOARD DETERMINED THAT THE AMOUNTS ACCRUED OR PAID UNDER THE PLANS WERE REASONABLE AS PART OF EACH INDIVIDUAL PARTICIPANT'S OVERALL COMPENSATION, AND NO PLAN PARTICIPANTS TOOK PART IN THE BOARD'S DELIBERATIONS OR DECISIONS RELATING TO A PLAN IN WHICH THEY WERE PARTICIPATING. WITH RESPECT TO THE 2000 PLAN, SENIOR VICE PRESIDENT, WAYNE WICKER, WAS AN ELIGIBLE AND APPROVED PARTICIPANT DURING 2022 AND IS LISTED IN FORM 990, PART VII AND SCHEDULE J. THIS INDIVIDUAL IS VESTED UNDER THE 2000 PLAN AND MAY RECEIVE FUTURE PAYMENTS BEGINNING AT RETIREMENT; HOWEVER, HE DID NOT HAVE A REPORTABLE BENEFIT UNDER THE PLAN IN 2022. WITH RESPECT TO THE 2010 PLAN, CERTAIN OTHER SENIOR EXECUTIVES WERE ELIGIBLE AND APPROVED PLAN PARTICIPANTS DURING 2022 AND ARE LISTED IN FORM 990, PART VII, AND SCHEDULE J. THESE INDIVIDUALS EARNED VESTED AND UNVESTED CREDIT TOWARDS RETIREMENT BENEFITS UNDER THE 2010 PLAN, AND THE AMOUNTS REPORTED INCLUDE ANNUAL CREDITS TOWARDS FUTURE RETIREMENT BENEFITS THAT MAY BECOME PAYABLE UNDER THE PLAN. DURING 2022, THIS GROUP INCLUDED THE FOLLOWING INDIVIDUALS: LYNNE FORD, DAI SHI, ORLANDO CRUZ AND LYNNE SMITH. SCHEDULE J, PART I, LINE 7 AND LINE 8: NON-FIXED PAYMENTS: SHORT-TERM, FUNCTIONAL, AND LONG-TERM INCENTIVE COMPENSATION PROGRAMS ARE OFFERED FOR CERTAIN EXECUTIVES OF THE CORPORATION. THESE PLANS ARE ESTABLISHED BY THE CORPORATION'S BOARD BASED ON RECOMMENDATIONS OF THE FINANCE AND ADMINISTRATION COMMITTEE OF THE BOARD. THE PROGRAMS HAVE SPECIFIC GOALS AND OBJECTIVES THAT ARE APPROVED IN ADVANCE BY THE BOARD, AND IN THE BOARD'S DISCRETION, PARTICIPANTS MAY BE AWARDED COMPENSATORY AMOUNTS BASED ON PERFORMANCE IN ACCORDANCE WITH SUCH GOALS AND OBJECTIVES. THE CORPORATION'S BOARD APPROVES ALL AMOUNTS UNDER THESE PROGRAMS AND RELIES ON MARKET DATA FROM AN INDEPENDENT COMPENSATION CONSULTANT TO DETERMINE THEIR INITIAL AND CONTINUING REASONABLENESS AS PART OF THE PARTICIPANTS' OVERALL COMPENSATION. ALL ELIGIBLE EXECUTIVES OF THE CORPORATION LISTED ON FORM 990, SCHEDULE J, PART II EARNED AND RECEIVED A FORM OF SUCH PAYMENTS DURING 2022. FORM 990, PART VI, SECTION A, LINE 2 GENERAL STATEMENT 2 DURING 2022, LYNNE FORD AND MARC OTT SERVED AS DIRECTORS ON THE BOARD OF THE CENTER FOR PUBLIC ADMINISTRATION AND SERVICE, INC., AN ORGANIZATION THAT OWNS AND MANAGES THE OFFICE BUILDING LOCATION OF THE CORPORATION'S HEADQUARTERS IN WASHINGTON, D.C. LYNNE FORD, MARC OTT, AND DAI SHI ALSO SERVED AS OFFICERS OF THIS ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 7A GENERAL STATEMENT 4 CERTAIN ACTIONS OF THE CORPORATION'S BOARD OF DIRECTORS MAY BE REVIEWED OR APPROVED BY A RELATED SECTION 501(C)(3) TAX-EXEMPT ORGANIZATION, THE INTERNATIONAL CITY/COUNTY MANAGEMENT ASSOCIATION. DIRECTORS WHO HAVE BEEN SELECTED BY THE CORPORATION'S BOARD ARE ALSO SUBJECT TO APPOINTMENT BY THIS SECTION 501(C)(3) ORGANIZATION. IN ADDITION, ANY DECISION BY THE CORPORATION'S BOARD TO REMOVE A DIRECTOR OR AMEND ITS CHARTER WOULD BE SUBJECT TO CONCURRENCE OR APPROVAL BY THIS SECTION 501(C)(3) TAX-EXEMPT ORGANIZATION. HOWEVER, THIS ORGANIZATION DOES NOT HAVE THE POWER TO REMOVE CORPORATION'S DIRECTORS OR DESIGNATE NEW DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B GENERAL STATEMENT 5 CERTAIN GOVERNANCE DECISIONS OF THE CORPORATION'S BOARD OF DIRECTORS MAY BE REVIEWED OR APPROVED BY A RELATED SECTION 501(C)(3) TAX-EXEMPT ORGANIZATION. SEE THE RESPONSE TO THE FORM 990, PART VI, SECTION A, LINE 7A, ABOVE. FORM 990, PART VI, SECTION B, LINE 11B GENERAL STATEMENT 6 THE CORPORATION'S ANNUAL FORM 990 UNDERGOES A NUMBER OF INTERNAL AND EXTERNAL REVIEWS BEFORE IT IS FILED WITH THE IRS. IT IS PREPARED BY AN INDEPENDENT TAX ACCOUNTING FIRM AND REVIEWED BY OUTSIDE TAX COUNSEL. THE FORM IS ALSO EXAMINED BY SENIOR MANAGEMENT AND PROVIDED TO THE CORPORATION'S DIRECTORS BEFORE IT IS FILED. FORM 990, PART VI, SECTION B, LINE 12C GENERAL STATEMENT 7 THE CORPORATION'S BOARD OF DIRECTORS HAS ADOPTED A WRITTEN CONFLICT OF INTEREST POLICY THAT APPLIES TO ALL OF ITS DIRECTORS. IN ADDITION, THE BOARD OF DIRECTORS HAS ADOPTED, AND SENIOR MANAGEMENT HAS IMPLEMENTED, A SEPARATE WRITTEN CONFLICT OF INTEREST POLICY THAT APPLIES TO OFFICERS AND ALL CLASSES OF EMPLOYEES. THE CORPORATION'S CONFLICT OF INTEREST POLICIES DEFINE "CONFLICTS OF INTEREST AND ESTABLISH REPORTING, REVIEW, AND DISCIPLINARY PROCEDURES. THE CORPORATION MONITORS COMPLIANCE WITH ITS CONFLICT OF INTEREST POLICIES THROUGH DISCLOSURE, WHISTLEBLOWER, AND OTHER PERIODIC REPORTING PROCESSES DESIGNED TO IDENTIFY INVESTMENT OR BUSINESS TRANSACTIONS AND AFFILIATIONS THAT MAY BE SIGNIFICANT AND GIVE RISE TO CONFLICTS OF INTEREST. ALL DIRECTORS, OFFICERS, AND EMPLOYEES MUST ACKNOWLEDGE RECEIPT AND UNDERSTANDING OF THE RESPECTIVE CONFLICT OF INTEREST POLICIES EACH YEAR. IN ADDITION, DIRECTORS, OFFICERS, AND SENIOR MANAGERS ARE REQUIRED TO REPORT ANY INVESTMENT, EMPLOYMENT, BUSINESS, OR FAMILY RELATIONSHIPS THAT MAY INVOLVE THE CORPORATION, ITS DIRECTORS, OFFICERS, AND EMPLOYEES, OR THIRD PARTIES THAT MAY HAVE MATERIAL BUSINESS OR FINANCIAL RELATIONSHIPS WITH THE CORPORATION, TO INCLUDE SIGNIFICANT VENDORS AND SERVICE PROVIDERS. THE CORPORATION AND ITS BOARD OF DIRECTORS HAVE ESTABLISHED PROCEDURES FOR REVIEWING AND ENFORCING MATTERS INVOLVING POTENTIAL OR ACTUAL CONFLICTS OF INTEREST IN ORDER TO PRECLUDE DIRECTORS, OFFICERS, OR EMPLOYEES (IN DECISION-MAKING CAPACITIES) FROM PARTICIPATING IN DELIBERATIONS OR DECISIONS IN WHICH CONFLICTS MAY BE FOUND TO EXIST. THE CORPORATION'S CONFLICT OF INTEREST POLICIES ARE ADMINISTERED BY THE COMPLIANCE AND LEGAL DEPARTMENTS, WITH DETERMINATIONS MADE AND EFFECTED BY THE CHIEF COMPLIANCE OFFICER, AND, WHEN APPROPRIATE, THE CHIEF EXECUTIVE OFFICER OR THE AUDIT AND RISK COMMITTEE OF THE BOARD OF DIRECTORS. WHEN APPROPRIATE, THESE MATTERS ARE ALSO SUBJECT TO FINAL REVIEW AND DECISION BY THE BOARD OF DIRECTORS, WITH ANY POTENTIALLY CONFLICTED PARTIES BEING RECUSED. FORM 990, PART VI, SECTION B, LINE 15 GENERAL STATEMENT 8 THE 2022 COMPENSATION OF THE CORPORATION'S SENIOR EXECUTIVES WAS REVIEWED AND APPROVED, IN ADVANCE, BY VOTE OF THE INDEPENDENT MEMBERS OF THE CORPORATION'S BOARD OF DIRECTORS. IN EVALUATING SUCH COMPENSATION, THE BOARD HAD THE BENEFIT OF RECOMMENDATIONS FROM ITS FINANCE AND ADMINISTRATION COMMITTEE, ALSO COMPRISED OF INDEPENDENT DIRECTORS. NO MEMBER OF THE BOARD OR THE COMMITTEE VOTING ON SUCH COMPENSATION HAD OR HAS A CONFLICT OF INTEREST IN RESPECT THERETO. AS PART OF THE REVIEW AND APPROVAL PROCESS, THE BOARD AND COMMITTEE OBTAINED AND RELIED ON DATA FROM AN INDEPENDENT COMPENSATION CONSULTANT REGARDING DATA ON MARKET COMPENSATION FOR COMPARABLE POSITIONS IN COMPARABLE ORGANIZATIONS, TO INCLUDE DATA OBTAINED FROM FORMS 990 OF OTHER TAX-EXEMPT ORGANIZATIONS; PUBLICLY AVAILABLE FINANCIAL AND MARKET DATA ON RELEVANT PRIVATE SECTOR ENTITIES; AND COMPENSATION STUDIES COMPILED BY THIRD-PARTY COMPENSATION EXPERTS. BOARD AND COMMITTEE DELIBERATIONS AND DECISIONS ON SUCH COMPENSATION MATTERS WERE FULLY AND CONTEMPORANEOUSLY DOCUMENTED. DURING 2022, THIS REVIEW AND APPROVAL PROCESS WAS UNDERTAKEN FOR EACH OF THE FOLLOWING PERSONS AND POSITIONS: LYNNE FORD (PRESIDENT AND CHIEF EXECUTIVE OFFICER); DAI SHI (TREASURER AND CHIEF FINANCIAL OFFICER); WAYNE WICKER (SENIOR VICE PRESIDENT); ORLANDO CRUZ (SENIOR VICE PRESIDENT) AND LYNNE SMITH (SENIOR VICE PRESIDENT). THE CORPORATION ALSO CONDUCTS PERIODIC INTERNAL STUDIES OF COMPENSATION AMOUNTS PROVIDED TO THE MEMBERS OF ITS BOARD OF DIRECTORS. THIS REVIEW PROCESS WAS UNDERTAKEN FOR 2021 USING COMPARABILITY DATA GATHERED FROM RECENT FORMS 990 OF OTHER TAX-EXEMPT ORGANIZATIONS AND FROM PUBLICLY DISCLOSED FINANCIAL AND MARKET INFORMATION ON RELEVANT PRIVATE SECTOR ENTITIES. ALTHOUGH THEY ARE NOT PAID DIRECTOR FEES FOR THEIR SERVICES, MEMBERS OF THE BOARD OF DIRECTORS MAY RECOGNIZE TAXABLE INCOME WITH RESPECT TO PAYMENTS INTENDED TO DEFRAY OCCASIONAL, INCIDENTAL TRAVEL COSTS OF A COMPANION OR FAMILY MEMBER ACCOMPANYING THEM TO BOARD MEETINGS, AND WHEN APPLICABLE, WILL ALSO INCLUDE OTHER SMALL TAXABLE AMOUNTS. FORM 990, PART VI, SECTION C, LINE 19 GENERAL STATEMENT 9 SENIOR MANAGEMENT OF THE CORPORATION HAS APPROVED AND IMPLEMENTED A PUBLIC DISCLOSURE POLICY WHICH SETS OUT PROCEDURES FOR MAKING ITS FORM 990 AVAILABLE FOR INSPECTION UPON REQUEST BY THE GENERAL PUBLIC. FORM 990, PART VII, SECTION A / FORM 990, SCHEDULE J, PART III: GENERAL STATEMENT 10 EFFECTIVE FOR TAX YEAR 2021, THE CORPORATION ELIMINATED SIX ASSISTANT OFFICER POSITIONS. ALTHOUGH THESE ELIMINATED POSITIONS DO NOT MEET CRITERIA FOR FORMER OFFICER REPORTING, THE NAMES AND TERMS ASSOCIATED WITH EACH ELIMINATED POSITION ARE SET FORTH BELOW: ELIMINATED POSITION NAME TERM ASSISTANT TREASURER RICHARD WHITTY 2012 - 2020 ASSISTANT TREASURER GEORGE SUZICH 2009 - 2020 ASSISTANT TREASURER BARBARA STOTLER 2004 - 2020 ASSISTANT TREASURER NATACHA LAFLEUR 2019 - 2020 ASSISTANT SECRETARY THOMAS MCANDREWS 2015 - 2020 ASSISTANT SECRETARY ERICA MCFARQUHAR 2014 - 2020 FORM 990, PART XI, LINE 9: CHANGE IN UNRECOGNIZED NONQUALIFIED RETIREMENT PLAN COSTS 404,204. ICMA-RC SERVICES LLC 777 NORTH CAPITOL ST NE WASHINGTON DC 20002 522138303 SEE PART VII DE 919404 1137465 ICMA-RC DBA MISSIONSQUARE RETIREMENT VANTAGEPOINT TRANSFER AGENTS LLC 777 NORTH CAPITOL ST NE WASHINGTON DC 20002 522138305 SEE PART VII DE 0 0 ICMA-RC DBA MISSIONSQUARE RETIREMENT VANTAGEPOINT INVESTMENT ADVISERS LLC 777 NORTH CAPITOL ST NE WASHINGTON DC 20002 522138307 SEE PART VII DE 42764489 1107318 ICMA-RC DBA MISSIONSQUARE RETIREMENT VANTAGETRUST COMPANY LLC 777 NORTH CAPITOL ST NE WASHINGTON DC 20002 SEE PART VII NH 172758467 8617512 ICMA-RC DBA MISSIONSQUARE RETIREMENT INTERNATIONAL CITYCOUNTY MGMT ASSOC 777 NORTH CAPITOL ST NE WASHINGTON DC 20002 362167755 SEE PART VII IL 501(C)(3) LINE 10 N/A 0 MISSIONSQUARE FOUNDATION 777 NORTH CAPITOL ST NE WASHINGTON DC 20002 881226333 SEE PART VII DE 501(C)(3) PF ICMA-RC DBA MISSIONSQUARE RETIREMENT 1 CENTER FOR PUBLIC ADMIN AND SERVICE INC 777 NORTH CAPITOL ST NE WASHINGTON DC 20002 521655825 SEE PART VII MD N/A C 3402150 9238229 0.33330 0 0 1 0 0 0 1 0 0 0 0 1 1 0 0 0 1 0 1 0 PART I, LINE 1: ICMA-RC SERVICES, LLC (D/B/A MISSIONSQUARE INVESTMENT SERVICES) SEC/FINRA-REGISTERED BROKER-DEALER PROVIDING SERVICES TO RETIREMENT TRUSTS. PART I, LINE 2: VANTAGEPOINT TRANSFER AGENTS, LLC TRANSFER AGENT PROVIDING ADMINISTRATIVE SERVICES TO RETIREMENT PLANS AND TRUSTS. PART I, LINE 3: VANTAGEPOINT INVESTMENT ADVISERS, LLC (D/B/A MISSIONSQUARE INVESTMENTS) SEC-REGISTERED INVESTMENT ADVISOR PROVIDING SERVICES TO RETIREMENT TRUSTS. PART I, LINE 4: VANTAGETRUST COMPANY, LLC STATE-REGULATED TRUST COMPANY MANAGING RETIREMENT TRUST INVESTMENT ASSETS. PART II, LINE 1: INTERNATIONAL CITY/COUNTY MANAGEMENT ASSOCIATION PROFESSIONAL AND EDUCATIONAL ORGANIZATION ADVANCING LOCAL GOVERNMENTS. PART II, LINE 2: MISSIONSQUARE FOUNDATION CHARITABLE ORGANIZATION DEDICATED TO BUILDING STRONGER COMMUNITIES AND CREATING LONG-TERM FINANCIAL RESILIENCY FOR FAMILIES. PART IV, LINE 1: CENTER FOR PUBLIC ADMINISTRATION AND SERVICE, INC. REAL ESTATE INVESTMENT TRUST HOLDING AND MANAGING HEADQUARTERS OFFICE SPACE.