2021-11-11T10:14:02-06:00 2020-12-31 135565207 KPMG LLP 8350 BROAD STREET SUITE 900 MCLEAN VA 22102 990 2020-01-01 237268394 INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION INTE 2029624600 777 N CAPITOL ST NE SUITE 600-TA WASHINGTON DC 200024240 GEORGE SUZICH VICE PRESIDENT, AUTHORIZED REP 2029624600 2021-11-10 1 GEORGE SUZICH 999009999 RAYMOND LY P01205643 7032868000 2021-11-09 3 AAL1 IAL1 2020 2022-09-23 18:48:47Z MISSIONSQUARE RETIREMENT LYNNE FORD 777 N CAPITOL ST NE SUITE 600-TAX WASHINGTON DC 200024240 596761924 0 X WWW.ICMARC.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 TO ESTABLISH AND ADMINISTER QUALIFIED DEFERRED COMPENSATION AND OTHER RETIREMENT PLANS, AND BY PROVIDING THEM WITH EXTENSIVE 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 6 999 0 18830290 0 0 0 223864427 230250430 19472301 18939059 188693 185196 243525421 249374685 1203093 1242955 0 0 157472921 142556867 0 0 0 95122095 78103385 253798109 221903207 -10272688 27471478 530010241 583812371 78485803 68526876 451524438 515285495 THE CORPORATION SERVES TO LESSEN THE BURDENS OF STATE AND LOCALGOVERNMENTS AND THEIR AGENCIES AND INSTRUMENTALITIES BY ADMINISTERINGQUALIFIED AND DEFERRED COMPENSATION RETIREMENT PLANS, THEREBY HELPINGPUBLIC SECTOR EMPLOYEES BUILD RETIREMENT SECURITY. 0 0 190629587 1242955 230251633 THE CORPORATION PROVIDED PLAN ADMINISTRATION, ASSET MANAGEMENT, AND RETIREMENT EDUCATION AND PLANNING SERVICES TO 4,708 STATE AND LOCAL GOVERNMENT EMPLOYERS OFFERING 9,895 RETIREMENT PLANS WITH 1,580,067 PUBLIC SECTOR EMPLOYEE RETIREMENT ACCOUNTS. 190629587 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 0 0 0 1 226 0 1 999 1 1 1 0 0 0 0 0 0 0 0 0 1 0 X 8 6 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 LYNNE FORD PRESIDENT, CEO, DIRECTOR 40.00 0.00 X X 987982 0 43092 MARC OTT DIRECTOR 2.00 37.50 X 0 496984 55113 DEANNA SANTANA DIRECTOR 2.00 0.00 X 5921 0 0 TANISHA BRILEY DIRECTOR 2.00 0.00 X 2863 0 0 ROBERT JONES DIRECTOR 2.00 0.00 X 3057 0 0 LEE FELDMAN DIRECTOR 2.00 0.00 X 2524 0 0 TINA BYLES-WILLIAMS DIRECTOR 2.00 0.00 X 0 0 0 BRIAN CLARKE DIRECTOR 2.00 0.00 X 2763 0 0 PEGGY MERRISS DIRECTOR 2.00 0.00 X 2524 0 0 CYNTHIA STEER DIRECTOR 2.00 0.00 X 0 0 0 MICHAEL GUARASCI TREASURER, CFO (UNTIL 03/2020) 40.00 0.00 X 1181695 0 86212 DAI SHI TREASURER, CFO (AS OF 08/2020) 40.00 0.00 X 120741 0 272193 ELIZABETH GLISTA TREASURER, CFO (03/2020-08/2020) 40.00 0.00 X 543366 0 69661 ANGELA MONTEZ SECRETARY, GENERAL COUNSEL 40.00 0.00 X 657042 0 70804 THOMAS MCANDREWS ASST SECRETARY, DEPUTY GENERAL COUNSEL 40.00 0.00 X 475829 0 52841 GEORGE SUZICH ASST TREASURER, FINANCE MVP 40.00 0.00 X 439848 0 38876 RICHARD WHITTY ASST TREASURER, FINANCE VP 40.00 0.00 X 325103 0 58635 ERICA MCFARQUHAR ASST SECRETARY, SENIOR COUNSEL 40.00 0.00 X 334420 0 38559 BARBARA STOTLER ASST TREASURER, FINANCE DIRECTOR 40.00 0.00 X 197759 0 52102 NATACHA LAFLEUR ASSISTANT TREASURER 40.00 0.00 X 223905 0 26899 WAYNE WICKER SENIOR VICE PRESIDENT 40.00 0.00 X 1930004 0 67787 KAREN CHONG-WULFF MANAGING VICE PRESIDENT 40.00 0.00 X 1555574 0 56503 FLORA HEDRICK MANAGING VICE PRESIDENT 40.00 0.00 X 781394 0 31587 KARLA GILL SENIOR VICE PRESIDENT 40.00 0.00 X 857022 0 87537 MATTHEW BRENNER MANAGING VICE PRESIDENT 40.00 0.00 X 707815 0 67460 ROBERT SCHULTZE FORMER PRESIDENT, CEO, DIRECTOR 40.00 0.00 X 1143048 0 28955 12482199 496984 1204816 463 1 1 0 SLALOM CONSULTING 821 2ND AVE SUITE 100 SEATTLE WA 98104 IT NETWORK SERVICES 3629671 DATA MANAGEMENT GROUP LLC 848 N RAINBOW BLVD 567 LAS VEGAS NV 89107 IT CONSULTING 1422709 CLEARPATH OPERATIONS LLC 12100 SUNSET HILLS ROAD SUITE 610 RESTON VA 20190 IT NETWORK SERVICES 1327500 MICROSOFT LICENSING GP 6100 NEIL ROAD RENO NV 89511 IT SERVICES 703673 DELOITTE CONSULTING LLP 4022 SELLS DRIVE HERMITAGE TN 37076 STRATEGIC CONSULTING 554463 36 PLAN ADMIN/ASSET MGMT 541611 211605336 211541796 63540 OTHER ACCOUNT ADMIN 524292 18645094 18645094 230250430 9656319 9656319 356658491 11488 347307293 79946 9351198 -68458 9282740 9282740 BLDG ACCT SERVICES 525990 185196 185196 185196 249374685 211541796 18830290 19002599 1242955 1242955 6317216 3170132 3147084 1174641 979590 195051 108706687 93005271 15701416 4795422 4291572 503850 14473502 11894423 2579079 7089399 5995799 1093600 1058836 578346 480490 961806 826480 135326 139079 139079 1523218 1523218 2333658 2005312 328346 19470850 17098602 2372248 2520222 2520222 6547972 5591236 956736 1662865 1613865 49000 439765 257515 182250 67242 67242 6516880 5599955 916925 1756747 975873 780874 THIRD-PARTY PLAN ADMIN. 8515731 8515731 DATA PROCESSING 6071299 6071299 PROFESSIONAL SUBSCRIPS. 3818386 3078622 739764 PLAN MAILING/POSTAGE 3246830 3246830 11451999 10340418 1111581 221903207 190629587 31273620 0 10172985 526513 22657827 31561600 32245615 30966166 5572249 13912069 95947455 82978824 17050804 12968631 314573276 322208309 117274927 161382349 10462558 10286734 530010241 583812371 64906187 56963244 13579616 11563632 78485803 68526876 X 451524438 515285495 451524438 515285495 530010241 583812371 X 27471478 35779008 510571 X 0 1 X 1 0 X 191055855 202936916 207011363 206169865 211541796 1018715795 191055855 202936916 207011363 206169865 211541796 1018715795 0 5096845 6713182 8809579 10317235 11361414 42298255 5096845 6713182 8809579 10317235 11361414 42298255 976417540 13523691 12793397 12511783 11905630 9656319 60390820 13523691 12793397 12511783 11905630 9656319 60390820 204579546 215730313 219523146 218075495 221198115 1079106615 0.90480 0.90690 0.05600 0.05870 X 0 1 0 0 1 32237 0 1 216000 0 0 248237 0 PART II-B: DESCRIPTION OF LOBBYING ACTIVITIES LOBBYING EXPENSES WERE INCURRED TO ADVOCATE AT BOTH FEDERAL AND STATE LEVELS FOR LEGISLATION AND ADMINISTRATIVE RULEMAKING THAT WOULD BE BENEFICIAL TO MUNICIPAL RETIREMENT PLAN SYSTEMS, AND OTHERWISE ENHANCE THE ABILITY OF STATE AND LOCAL GOVERNMENT EMPLOYEES TO BUILD RETIREMENT SECURITY. 13278232 9420793 3857439 30331700 22461290 7870410 52337523 51096741 1240782 12968631 VANGUARD VINIX (120,081 SH) 39803283 F VOYA MORTGAGE FUND 20418697 F CERBERUS INSTITUTIONAL PTNRS 16756503 F INSIGHT VENTURE PARTNERS X 13344275 F BLACKSTONE PROPERTY PARTNERS 10453311 F PIMCO DISCO 9233203 F FORTRESS CREDIT OPPORTUNITIES V 8236558 F ALPINVEST SECONDARIES FUND VI 7328360 F STRATEGIC PARTNERS REAL ASSETS II 6457130 F OAKTREE REAL ESTATE DEBT FUND II 6391913 F INSIGHT PARTNERS XI 6145202 F STRATEGIC PARTNERS VIII 3853604 F APOLLO INVESTMENT FUND IX 3345523 F BLACKSTONE REAL ESTATE PARTNER IX 3218180 F HPS SPECIALITY LOAN INTERNATIONAL FUND V-L, L.P. 2266069 F AMERICAN SECURITIES PARTNERS VIII 2035136 F CARLYLE REALTY PARTNERS VIII 1842801 F STRATEGIC PARTNERS INFRASTRUCTURE III 265977 F ALPINVEST SECONDARIES FUND VII -13376 F 161382349 RETIREMENT BENEFITS-NONCURRENT 1129194 OBLIGATIONS UNDER CAPITAL LEAS 164281 OTHER LIABILITIES 10270157 11563632 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, 2020. IF APPLICABLE, MISSIONSQUARE RETIREMENT WOULD RECOGNIZE ACCRUED INTEREST RELATED TO UNRECOGNIZED TAX BENEFITS IN INTEREST EXPENSE AND PENALTIES IN "OTHER EXPENSES" IN THE CONSOLIDATED STATEMENTS OF REVENUE, EXPENSES AND CHANGES IN NET ASSETS. MANAGEMENT IS NOT AWARE OF ANY TAX POSITIONS FOR WHICH IT IS REASONABLY POSSIBLE THAT THE TOTAL AMOUNTS OF UNRECOGNIZED TAX BENEFITS WOULD SIGNIFICANTLY INCREASE OR DECREASE DURING THE NEXT TWELVE MONTHS. EACH OF THE TAX YEARS IN THE FOUR-YEAR PERIOD ENDING DECEMBER 31, 2020, REMAINS SUBJECT TO EXAMINATION BY FEDERAL AND STATE TAXING AUTHORITIES, ALTHOUGH CERTAIN STATE TAXING AUTHORITIES MAY LENGTHEN THIS PERIOD TO FIVE YEARS. CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENTS 83496974 EUROPE 0 0 INVESTMENTS 20926724 NORTH AMERICA 0 0 INVESTMENTS 692400 EAST ASIA AND THE PACIFIC 0 0 INVESTMENTS SUB-SAHARAN AFRICA 0 0 INVESTMENTS 0 0 0 0 0 0 105116098 0 105116098 1 0 1 1 1 0 PART III ACCOUNTING METHOD: PART I, LINE 3: THE MAXIMUM AGGREGATE VALUE OF INVESTMENT IN CENTRAL AMERICA AND THE CARIBBEAN WAS $83,496,974, WITH A YEAR-END VALUE OF $83,496,974. THE MAXIMUM AGGREGATE VALUE OF INVESTMENT IN EUROPE WAS $22,872,032, WITH A YEAR-END VALUE OF $20,926,724. THE MAXIMUM AGGREGATE VALUE OF INVESTMENT IN NORTH AMERICA WAS $1,278,893, WITH A YEAR-END VALUE OF $692,400. THE MAXIMUM AGGREGRATE VALUE OF INVESTMENT IN EAST ASIA AND THE PACIFIC WAS $371,071, WHICH WAS DISPOSED OF, RESULTING IN A YEAR-END VALUE OF $0. THE MAXIMUM AGGREGATE VALUE OF INVESTMENT IN SUB-SAHARAN AFRICA WAS $206,242, WHICH WAS DISPOSED OF, RESULTING IN A YEAR-END VALUE OF $0. THE CORPORATION HAS ENGAGED JPMORGAN 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. 1 CENTER FOR STATE AND LOCAL GOVERNMENT EXCELLENCE INC 777 NORTH CAPITOL STREET NE SUITE 500 WASHINGTON DC 20002 262661207 501(C)(3) 1188855 PUBLIC RESEARCH MISSIONSQUARE RETIREMENT MEMORIAL SCHOLARSHIP FUND 777 NORTH CAPITOL STREET NE SUITE 600 WASHINGTON DC 20002 522281478 501(C)(3) 30000 SCHOLARSHIPS FEEDING AMERICA 161 NORTH CLARK STREET SUITE 700 CHICAGO IL 60601 363673599 501(C)(3) 10000 SUPPORT NEEDS OF INDIVIDUALS STRUGGLING WITH FOOD INSECURITY IN U.S. AMERICAN HEART ASSOCIATION INC 7272 GREENVILLE AVENUE DALLAS TX 75231 135613797 501(C)(3) 8000 BUILDING HEALTHIER LIVES, FREE OF CARDIOVASCULAR DISEASES AND STROKE. 4 PART I, LINE 2: SUPPLEMENTAL INFORMATION ON GRANTS MADE BY THE CORPORATION: TO ADVANCE ITS MISSION, THE CORPORATION SUPPORTS RESEARCH INTO RETIREMENT COMPENSATION AND BENEFIT ISSUES FACING STATE AND LOCAL GOVERNMENT EMPLOYERS. IN PROVIDING SUCH SUPPORT, THE CORPORATION MADE GRANT PAYMENTS TO THE CENTER FOR STATE AND LOCAL GOVERNMENT EXCELLENCE, INC., A SECTION 501(C)(3) PUBLIC CHARITY. THE CORPORATION MONITORS THE ACTIVITIES OF THIS ORGANIZATION BY ATTENDING PRESENTATIONS AND REVIEWING PUBLICATIONS THROUGH WHICH RESEARCH FINDINGS ON STATE AND LOCAL GOVERNMENT EMPLOYER AND EMPLOYEE RETIREMENT TOPICS ARE BEING DISSEMINATED. IN ADDITION, THE CORPORATION MAINTAINS REPRESENTATION ON THE BOARD OF DIRECTORS OF THIS ORGANIZATION. PART II, LINE 1, COLUMN H: THE PURPOSE OF THE GRANT TO THE CENTER FOR STATE AND LOCAL GOVERNMENT EXCELLENCE, INC., IS TO SUPPORT PUBLIC RESEARCH INTO STATE AND LOCAL GOVERNMENT RETIREMENT COMPENSATION AND BENEFITS. PART II, LINE 2, COLUMN H: THE CORPORATION ALSO MADE GRANTS IN SUPPORT OF MISSIONSQUARE RETIREMENT MEMORIAL SCHOLARSHIP FUND, A SECTION 501(C)(3) PUBLIC CHARITY, WHICH INDEPENDENTLY AWARDS AND MAKES QUALIFYING HIGHER EDUCATION SCHOLARSHIP PAYMENTS TO DEPENDENTS OF PUBLIC EMPLOYEES WHO DIE IN THE LINE OF DUTY. THE INDIVIDUAL RECIPIENTS ARE SELECTED BY THAT ORGANIZATION UNDER ITS OWN CHARITABLE PROGRAM GUIDELINES. PART II, LINE 3, COLUMN H: THE PURPOSE OF THE GRANT TO FEEDING AMERICA IS TO SUPPORT THE NEEDS OF INDIVIDUALS STRUGGLING WITH FOOD INSECURITY IN THE UNITED STATES. PART II, LINE 4, COLUMN H: THE PURPOSE OF THE GRANT TO THE AMERICAN HEART ASSOCIATION, INC IS TO SUPPORT BUILDING HEALTHIER LIVES, FREE OF CARDIOVASCULAR DISEASES AND STROKE. X X 1 1 X X X X X X 1 1 0 0 0 0 0 1 0 WAYNE WICKER SENIOR VICE PRESIDENT 509563 0 1397020 0 23421 0 28500 0 39287 0 1997791 0 0 0 KAREN CHONG-WULFF MANAGING VICE PRESIDENT 401272 0 857234 0 297068 0 28500 0 28003 0 1612077 0 250000 0 MICHAEL GUARASCI TREASURER, CFO (UNTIL 03/2020) 90814 0 479527 0 611354 0 78466 0 7746 0 1267907 0 159736 0 ROBERT SCHULTZE FORMER PRESIDENT, CEO, DIRECTOR 82702 0 1039692 0 20654 0 28500 0 455 0 1172003 0 0 0 LYNNE FORD PRESIDENT, CEO, DIRECTOR 613458 0 332000 0 42524 0 15105 0 27987 0 1031074 0 343582 0 KARLA GILL SENIOR VICE PRESIDENT 210850 0 292400 0 353772 0 65193 0 22344 0 944559 0 84837 0 FLORA HEDRICK MANAGING VICE PRESIDENT 275694 0 504816 0 884 0 28500 0 3087 0 812981 0 0 0 MATTHEW BRENNER MANAGING VICE PRESIDENT 235400 0 452263 0 20152 0 28500 0 38960 0 775275 0 0 0 ANGELA MONTEZ SECRETARY, GENERAL COUNSEL 338224 0 296522 0 22296 0 65948 0 4856 0 727846 0 0 0 ELIZABETH GLISTA TREASURER, CFO (03/2020-08/2020) 259795 0 250244 0 33327 0 40634 0 29027 0 613027 0 20300 0 MARC OTT DIRECTOR 0 462608 0 750 0 33626 0 35198 0 19915 0 552097 0 0 THOMAS MCANDREWS ASST SECRETARY, DEPUTY GENERAL COUNS 298376 0 176692 0 761 0 14687 0 38154 0 528670 0 0 0 GEORGE SUZICH ASST TREASURER, FINANCE MVP 279864 0 156415 0 3569 0 24549 0 14327 0 478724 0 0 0 DAI SHI TREASURER, CFO (AS OF 08/2020) 116820 0 0 0 3921 0 268000 0 4193 0 392934 0 0 0 RICHARD WHITTY ASST TREASURER, FINANCE VP 215128 0 108076 0 1899 0 20851 0 37784 0 383738 0 0 0 ERICA MCFARQUHAR ASST SECRETARY, SENIOR COUNSEL 221219 0 111755 0 1446 0 21131 0 17428 0 372979 0 0 0 NATACHA LAFLEUR ASSISTANT TREASURER 184506 0 39100 0 299 0 13879 0 13020 0 250804 0 0 0 BARBARA STOTLER ASST TREASURER, FINANCE DIRECTOR 159642 0 36939 0 1178 0 12722 0 39380 0 249861 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 LONG FLIGHTS AND LATE-NIGHT ARRIVALS. WHILE ATTENDING BOARD MEETINGS IN 2020, FIVE OF TEN DIRECTORS USED THIS OPTION. TRAVEL FOR COMPANIONS: IN CONSIDERATION OF PERSONAL AND FAMILY OBLIGATIONS, THE CORPORATION'S BOARD APPROVED TRAVEL GUIDELINES PROVIDE FOR ASSISTANCE IN DEFRAYING TRAVEL COSTS OF COMPANIONS OR FAMILY MEMBERS WHO MAY ACCOMPANY DIRECTORS TO BOARD MEETINGS. ALTHOUGH NOT PAID DIRECTOR FEES FOR THEIR SERVICES, DIRECTORS RECOGNIZE TAXABLE INCOME IN THE AMOUNT OF ANY SUCH TRAVEL ASSISTANCE. IN 2020, EIGHT OF TEN DIRECTORS RECEIVED PAYMENTS UNDER THIS POLICY. PART I, LINES 4A-B SCHEDULE J, PART I, LINE 4A: SEVERANCE PAYMENTS: TREASURER AND CFO, MICHAEL GUARASCI, SEPARATED FROM EMPLOYMENT DURING 2020. THE COMPENSATION TOTAL REPORTED IN FORM 990, SCHEDULE J, PART II, COLUMN B(III) INCLUDES $326,431 OF TAXABLE SEVERANCE PAYMENTS. SENIOR VICE PRESIDENT, KARLA GILL, SEPARATED FROM EMPLOYMENT DURING 2020. THE COMPENSATION TOTAL REPORTED IN FORM 990, SCHEDULE J, PART II, COLUMN B(III) INCLUDES $156,923 OF TAXABLE SEVERANCE PAYMENTS. 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 2020 AS THE RIGHTS OF PARTICIPANTS RESPECTIVELY ACCRUED OR VESTED UNDER THESE PLANS. AFTER EACH SUCH REVIEW, THE BOARD DETERMINED THAT THE AMOUNTS ACCRUED OR PAID UNDER THE PLANS WERE REASONABLE AS PART OF EACH INDIVIDUAL PARTICIPANTS' OVERALL COMPENSATION, AND NO PLAN PARTICIPANTS TOOK PART IN THE BOARD'S DELIBERATIONS OR DECISIONS RELATING TO A PLAN IN WHICH THEY WERE PARTICIPATING. ALL ELIGIBLE AND APPROVED PLAN PARTICIPANTS LISTED IN FORM 990, PART VII, SECTION A, EARNED VESTED CREDIT TOWARD RETIREMENT BENEFITS UNDER THIS 2000 PLAN. DURING 2020, THIS GROUP INCLUDED THE FOLLOWING INDIVIDUALS: WAYNE WICKER AND CATHERINE LEGGETT. SENIOR VICE PRESIDENT WAYNE WICKER HAS MET ALL SERVICE AND AGE REQUIREMENTS AND VESTED UNDER THE 2000 PLAN, AND MAY RECEIVE FUTURE PAYMENTS BEGINNING AT RETIREMENT. WAYNE WICKER ALSO REMAINED ELIGIBLE TO PARTICIPATE IN THE 2000 PLAN DURING 2020, BUT DID NOT HAVE A REPORTABLE BENEFIT. SENIOR VICE PRESIDENT CATHERINE LEGGETT HAS MET ALL SERVICE AND AGE REQUIREMENTS AND VESTED UNDER THE 2000 PLAN, AND MAY RECEIVE FUTURE PAYMENTS BEGINNING AT RETIREMENT. CATHERINE LEGGETT ALSO REMAINED ELIGIBLE TO PARTICIPATE IN THE 2000 PLAN DURING 2020, BUT DID NOT HAVE A REPORTABLE BENEFIT. CHIEF RISK OFFICER ELIZABETH GLISTA HAS MET ALL SERVICE AND AGE REQUIREMENTS AND VESTED UNDER THE 2010 PLAN, AND MAY RECEIVE FUTURE PAYMENTS BEGINNING AT RETIREMENT. THE COMPENSATION TOTAL REPORTED IN FORM 990, SCHEDULE J, PART II, COLUMN B(III) INCLUDES $20,300 REPRESENTING A VESTED CREDIT TOWARDS ANY SUCH FUTURE RETIREMENT PAYMENTS UNDER THIS PLAN. THE CORPORATION REPORTED THIS AMOUNT AS TAXABLE INCOME TO THIS PARTICIPANT IN 2020 PURSUANT TO THE REQUIREMENTS OF SECTIONS 61 AND 457(F) OF THE INTERNAL REVENUE CODE. TREASURER AND CFO, MICHAEL GUARASCI, HAS MET ALL SERVICE AND AGE REQUIREMENTS AND VESTED UNDER THE 2010 PLAN. THE COMPENSATION TOTAL REPORTED IN FORM 990, SCHEDULE J, PART II, COLUMN B(III) INCLUDES $160,000 REPRESENTING A VESTED CREDIT UNDER THIS PLAN. THE CORPORATION REPORTED THIS AMOUNT AS TAXABLE INCOME TO THIS PARTICIPANT IN 2020 PURSUANT TO THE REQUIREMENTS OF SECTIONS 61 AND 457(F) OF THE INTERNAL REVENUE CODE. SENIOR VICE PRESIDENT KARLA GILL HAS MET ALL SERVICE AND AGE REQUIREMENTS AND VESTED UNDER THE 2010 PLAN. THE COMPENSATION TOTAL REPORTED IN FORM 990, SCHEDULE J, PART II, COLUMN B(III) INCLUDES $177,000 REPRESENTING A VESTED CREDIT UNDER THIS PLAN. THE CORPORATION REPORTED THIS AMOUNT AS TAXABLE INCOME TO THIS PARTICIPANT IN 2020 PURSUANT TO THE REQUIREMENTS OF SECTIONS 61 AND 457(F) OF THE INTERNAL REVENUE CODE. FORMER PRESIDENT AND CEO, ROBERT SCHULTZE, HAS MET ALL SERVICE AND AGE REQUIREMENTS AND VESTED UNDER THE 2010 PLAN. THIS PARTICIPANT ALSO RETIRED AND SEPARATED FROM EMPLOYMENT DURING 2019. ALL OTHER ELIGIBLE AND APPROVED PLAN PARTICIPANTS LISTED IN FORM 990, PART VII, SECTION A, EARNED UNVESTED CREDIT TOWARD RETIREMENT BENEFITS UNDER THIS 2010 PLAN. AMOUNTS REPORTED IN FORM 990, SCHEDULE J, PART II, COLUMN C FOR THESE UNVESTED PARTICIPANTS INCLUDED ANNUAL CREDITS TOWARDS FUTURE RETIREMENT BENEFITS THAT MAY BECOME PAYABLE UNDER THE PLAN. DURING 2020, THIS GROUP INCLUDED THE FOLLOWING INDIVIDUALS: LYNNE FORD AND ANGELA MONTEZ. PART I, LINE 7 SCHEDULE J, PART I, LINE 7: 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 ADMINISTRATION AND COMPENSATION 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 REASONABLENESS AS PART OF THE PARTICIPANTS' OVERALL COMPENSATION. ALL EXECUTIVES OF THE CORPORATION LISTED ON FORM 990, SCHEDULE J, PART II EARNED AND RECEIVED A FORM OF SUCH PAYMENTS DURING 2020. SCHEDULE J, PART II, LINE 4, COLUMN E: $1,172,003 REPRESENTS FINAL COMPENSATION PAYMENTS MADE TO ROBERT SCHULTZE AS FORMER PRESIDENT AND CEO. DURING THE YEARS 2015 THROUGH 2019, MR. SCHULTZE SERVED AS THE CORPORATION'S PRESIDENT AND CEO, AND AS A FORMER OFFICER, SUCH COMPENSATION IS ALSO SHOWN ON FORM 990, PART VII, SECTION A, LINE 4, AND INCLUDED IN THE AMOUNT ON PART IX, LINE 6. FORM 990, PART VI, SECTION A, LINE 2 GENERAL STATEMENT 2 DURING 2020, LYNNE FORD AND MARC OTT ALSO 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, DAI SHI, MICHAEL GUARASCI AND RICHARD WHITTY ALSO SERVED AS OFFICERS OF THIS ENTITY. FORM 990, PART VI, SECTION A, LINE 7A GENERAL STATEMENT 3 CERTAIN ACTIONS OF THE CORPORATION'S BOARD OF DIRECTORS MAY BE REVIEWED OR APPROVED BY ANOTHER SECTION 501(C)(3) TAX-EXEMPT ORGANIZATION, 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 AND DESIGNATE NEW DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B GENERAL STATEMENT 4 CERTAIN GOVERNANCE DECISIONS OF THE CORPORATION'S BOARD OF DIRECTORS MAY BE REVIEWED OR APPROVED BY ANOTHER 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 5 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 6 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 THE 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 (INCLUDING KEY EMPLOYEES) ARE REQUIRED TO REPORT ANY EMPLOYMENT, INVESTMENT, BUSINESS, OR FAMILY RELATIONSHIPS THAT MAY INVOLVE THE CORPORATION, ITS DIRECTORS, OFFICERS, AND EMPLOYEES, OR CERTAIN 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 OVERSIGHT 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 7 THE 2020 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 ADMINISTRATION AND COMPENSATION 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 FROM AN INDEPENDENT COMPENSATION CONSULTANT, AND RELIED ON, DATA ON MARKET COMPARABILITY COMPENSATION FOR COMPARABLE POSITIONS IN COMPARABLE ORGANIZATIONS, INCLUDING 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 2020, THIS REVIEW AND APPROVAL PROCESS WAS UNDERTAKEN FOR EACH OF THE FOLLOWING PERSONS AND POSITIONS: LYNNE FORD (PRESIDENT, CHIEF EXECUTIVE OFFICER); ELIZABETH GLISTA (TREASURER, CHIEF FINANCIAL OFFICER); MICHAEL GUARASCI (TREASURER, CHIEF FINANCIAL OFFICER); ANGELA MONTEZ (SECRETARY, GENERAL COUNSEL); WAYNE WICKER (SENIOR VICE PRESIDENT); CATHERINE LEGGETT (SENIOR VICE PRESIDENT); KARLA GILL (SENIOR VICE PRESIDENT); KAREN CHONG-WULFF (MANAGING VICE PRESIDENT), AND ALSO INCLUDED ROBERT SCHULZE (FORMER PRESIDENT AND CHIEF EXECUTIVE OFFICER). THE CORPORATION ALSO CONDUCTS PERIODIC INTERNAL STUDIES OF COMPENSATION AMOUNTS PROVIDED TO THE MEMBERS OF ITS BOARD OF DIRECTORS. THIS REVIEW PROCESS WAS UNDERTAKEN IN 2020 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 COMPANION OR FAMILY MEMBERS ACCOMPANYING THEM TO BOARD MEETINGS, AND, WHEN APPROPRIATE, MAY ALSO INCLUDE OTHER SMALL TAXABLE AMOUNTS). FORM 990, PART VI, SECTION C, LINE 19 GENERAL STATEMENT 8 SENIOR MANAGEMENT OF THE CORPORATION HAS APPROVED AND IMPLEMENTED A PUBLIC DISCLOSURE POLICY WHICH SETS OUT PROCEDURES FOR MAKING ITS GOVERNING DOCUMENTS, CONFLICTS OF INTEREST POLICIES, FINANCIAL DATA AND TAX DOCUMENTS AVAILABLE FOR INSPECTION UPON REQUEST BY THE GENERAL PUBLIC. FORM 990, PART XI, LINE 9: CHANGE IN UNRECOGNIZED NONQUALIFIED RETIREMENT PLAN COSTS 510,571. ICMA-RC SERVICES LLC 777 NORTH CAPITOL ST NE WASHINGTON DC 20002 522138303 SEE PART VII DE 2135649 1140554 ICMA-RC VANTAGEPOINT TRANSFER AGENTS LLC 777 NORTH CAPITOL ST NE WASHINGTON DC 20002 522138305 SEE PART VII DE 0 0 ICMA-RC VANTAGEPOINT INVESTMENT ADVISERS LLC 777 NORTH CAPITOL ST NE WASHINGTON DC 20002 522138307 SEE PART VII DE 42964614 1102635 ICMA-RC VANTAGETRUST COMPANY LLC 777 NORTH CAPITOL ST NE WASHINGTON DC 20002 SEE PART VII NH 164340133 2663647 ICMA-RC 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 CENTER FOR PUBLIC ADMIN AND SERVICE INC 777 NORTH CAPITOL ST NE WASHINGTON DC 20002 521655825 SEE PART VII MD N/A C 3046499 9436430 0.33330 0 0 0 0 0 0 1 0 0 0 0 1 1 0 0 0 1 0 1 0 SUPPLEMENTAL INFORMATION ON PRIMARY ACTIVITY OF RELATED ORGANIZATIONS: PART I, LINE 1 ICMA-RC SERVICES, LLC SEC/FINRA-REGISTERED BROKER-DEALER DISTRIBUTING RETIREMENT TRUST INVESTMENT INTERESTS. 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 SEC-REGISTERED INVESTMENT ADVISOR PROVIDING SERVICES TO RETIREMENT TRUST. 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 IV, LINE 1 CENTER FOR PUBLIC ADMINISTRATION AND SERVICE, INC. REAL ESTATE INVESTMENT TRUST HOLDING AND MANAGING HEADQUARTERS OFFICE SPACE.