2017-08-14T09:24:22-05:00 2016-09-30 521855942 Tate and Tryon 2021 L Street NW Suite 400 Washington DC 20036 990 2015-10-01 361505650 MORTGAGE BANKERS ASSOCIATION MORT 2025572700 1919 M STREET NW No 5TH FL WASHINGTON DC 20036 Lisa J Haynes CFO 2025572700 2017-08-14 1 Deborah G Kosnett P00290720 2022932200 2017-08-09 2015 2021-01-29 14:40:06Z DAVID H STEVENS 1919 M STREET NW No 5TH FL WASHINGTON DC 20036 74382240 0 X WWW.MBA.ORG X 1914 IL MBA's principal activities are industry education, research, and advocacy. 31 31 146 2000 1991997 0 75000 125000 52779026 58851414 256320 7930138 802033 748914 53912379 67655466 95065 133687 0 0 24659764 29485632 0 0 0 16760170 18888679 41514999 48507998 12397380 19147468 59210917 81771091 44715593 41086903 14495324 40684188 X The Mortgage Bankers Association (MBA) is the national association representing the real estate finance industry, an industry that employs more than 280,000 people in virtually every community in the country. Headquartered in Washington, D.C., MBA invests in communities across the nation by ensuring the continued strength of the nation's residential and commercial real estate markets; expanding homeownership and extending access to affordable housing to all Americans and supporting financial literacy efforts. 0 0 Meetings & ConferencesMBA's fiscal year 2016 (FY2016), ending September 30, 2016, saw more than 18,579 individual attendees at 18 conferences and meetings that provided attendees with timely information about the economy, business trends, technological innovation and legislative and regulatory changes and prospects. MBA conducted a successful Annual Convention in October 2015 in San Diego with 4,567 attendees. The CREF/Multifamily Housing Convention & Expo was held in February 2016 in San Diego with 2,965 attendees. Sponsorship and booth sales remained strong at the MBA meetings with 508 companies exhibiting their products and services.In addition to the large annual convention expected from a major association, MBA hosts 4 additional large conferences and expos each year as well as 13 more finely focused special interest conferences. The five large gatherings are the Annual Convention & Expo, Commercial Real Estate Finance/Multifamily Housing Convention & Expo, National Mortgage Servicing Conference & Expo, National Technology in Mortgage Banking Conference & Expo and National Secondary Market Conference & Expo. Specialized programs help participants gain knowledge and information in such areas as legal issues and regulatory compliance, risk management, and accounting and financial management, Small Balance Loans (SBL) was added. Each of these programs had strong attendance and is an important part of the membership value proposition for member companies. Several programs qualify in whole or in part for continuing legal education credit, CPE and other continuing education credits. ADVOCACY FOR MEMBERS AND THE INDUSTRYIn 2016, MBA involved hundreds of individuals from across the Association's membership in the development and support of its advocacy positions. To this end, MBA regularly met with policymakers in Congress and the Obama administration, as well as with consumer groups, trade associations, and other stakeholders. To bolster these efforts, MBA brought in hundreds of member company representatives to meet with federal policymakers on top issues, most prominently during MBA's National Advocacy Conference.MBA made significant progress on key legislative issues for the real estate finance industry. In the residential sector, progress included: unanimous passage by the House of Representatives of legislation to allow mortgage loan originators a transitional authority to originate loans (H.R. 2121) when moving from a bank to a non-bank employer or from state-to-state; blocking the Department of Housing and Urban Development's request to fund Federal Housing Administration administrative costs through a fee on lenders; prohibiting the use of federal funds to facilitate eminent domain mortgage seizures; securing congressional opposition to Federal Housing Finance Agency efforts to include language preference questions on the redesigned Uniform Residential Loan Application (also, through regulatory efforts, achieving removal of a language preference question from FHFA's URLA re-design); enactment of H.R. 3700, the HUD Modernization Act, which requires FHA to streamline its condominium recertification requirements, makes common sense multifamily rental assistance reforms and authorizes the Department of Agriculture's Rural Housing Service to delegate loan approval authority to preferred lenders; and introduction of federal legislation to block FHFA's new Federal Home Loan Bank membership rule (H.R. 3808). MBA also testified on Department of Veterans' Affairs loan programs before the House Veterans' Affairs Committee and on private flood insurance before the House Financial Services' Subcommittee on Housing and Insurance.MBA engagement with federal regulators in 2016 also produced important results for member companies. As a result of Association advocacy, Fannie Mae and Freddie Mac (the GSEs) increased the transparency and clarity of their representation and warranty policies, including the development and implementation of an independent dispute resolution process for both selling and servicing loan-level defect disputes; FHFA adopted many of MBA's "One Mod" concepts in its post-HAMP (or, Home Affordable Modification Program) "Flex Mod" announcement; FHFA implemented Release 1 of the Common Securitization Platform, completing the initial phase in its development and implementation of the single security; FHA implemented key mortgage servicing changes, including an extension of reasonable diligence timelines, additional auto-extensions for loss mitigation denials and delays due to compliance with federal regulations, elimination of the requirement that the individual conducting a face-to-face meeting have the ability to negotiate repayment plans with the borrower, and clarification that mortgagees may use third-party vendors to establish face-to-face contact; FHA improved the clarity of its loan-level certification and its lender-level certification was changed to reflect key MBA recommendations; FHA increased the assumption fee cap from $500 to $900, the first increase since the 1980s; FHA delayed implementation of Mortgagee Letter 2016-14 from December 1, 2016 to March 1, 2017, allowing much needed time for servicers to implement these significant changes to the loss mitigation process; critical FHA handbook changes were achieved, including revised guidance for mortgagees calculating student loan obligations for use in a borrower's debt-to-income ratio calculation; and a mortgage banker exemption was secured in the Financial Industry Regulatory Authority's To Be Announced (TBA) margin rule, in order to reduce the rulemaking's impact on these businesses. In the Commercial/Multifamily real estate finance sector, MBA's policy activities in 2016 supported significant advancements of our members' interests, furthering the objective of facilitating liquidity and capital availability for the commercial real estate finance market. Progress included the following: The Securities and Exchange Commission (SEC) published a Final Order approving a FINRA rule that adopted MBA's recommendation to exempt multifamily agency securitizations from mandatory margining; Congress permanently extended the 9 percent LIHTC rate for affordable multifamily new construction and substantial rehabilitation loans; FHFA revised the 2016 multifamily volume caps by raising each GSE's limit, consistent with MBA and other data sources on the size of the 2016 multifamily finance market; FHFA adopted a number of MBA recommendations in its final Duty to Serve Underserved Markets rule, including a narrower scope regarding equity investment activities on Low-Income Housing Tax Credit (LIHTC) properties; and the FDIC final rule on Recordkeeping for Timely Deposit Insurance Determination was responsive to MBA's recommendation by removing problematic reporting requirements for servicers. MBA also continued to advocate for revisions to risk-based capital requirements for life company equity investments in commercial real estate, as well as further modifications to the credit risk retention and risk-based capital regulations to better align regulatory requirements with risk. With respect to issues impacting MBA members working with HUD to finance multifamily and residential healthcare properties, MBA's advocacy supported HUD's development of an improved LIHTC financing program and issuance of a revised HUD handbook reflecting favorable policy regarding its environmental review standards for properties with particular building facades (addressing a barrier that had been in place for transit-oriented properties). GNMA also responded favorably to MBA recommendations in issuing programmatic guidance to reflect the IRS upholding the ability of market participants to securitize FHA supplemental loans in REMICs. In addition, HUD released its final annual lender-level certification form that was responsive to key MBA recommendations. MBA's State Government Affairs Program also worked on several key issues in 2016, assisting state and local associations in numerous advocacy endeavors. Notably, Uniform State Test adoption was broadened to 47 states and territories (54 of 59 regulators) by adding California's two agencies, Missouri, Colorado, and Illinois. Importantly, Florida and Arkansas announced in 2016 that they would adopt on January 1, 2017. The Program additionally championed a successful effort by the Tennessee MBA to enact preventative "super lien" legislation; its passage ensured condominium associations cannot extinguish prior recorded mortgagee liens when they recoup their super lien in foreclosure. Further, the Program aided the Ohio MBA's successful effort to enact an expedited foreclosure process for the State's vacant and abandoned properties.Finally, in 2016 MBA's separate political action committee, MORPAC, raised and received contributions totaling $1,019,851 (from more than 1,600 individuals). During the same period, more than 13,000 communications were sent by Mortgage Action Alliance (MBA's grassroots network) members to their elected officials and regulators. Of the 14 "Call to Action" emails MAA prompted its members to act upon, ten were targeted at the state level. The remainder focused on federal level residential issues. Significantly, at the close of 2016, MAA held a record number of active members, a total of 15,369. MembershipMBA's growing membership includes businesses from all segments of the real estate finance industry. We ended 2016 with 2,324 total members, representing an increase of five percent year over year. Total membership dues for 2016 brought in approximately $21.5 million in revenue for the association. EDUCATION:MBA Education generated $5.5M in gross revenue for FY16, with net income totaling $1.8M. These numbers were driven by a continued focus on corporate member sales, which include bulk sales of MBA Education's web-based self-study courses as well as private offerings of our classroom offerings such as School of Mortgage Banking (I-III) and our Multifamily Property Inspection Workshop. On the public side, School of Mortgage Banking continued to be a driver of revenue, as public enrollments in the three offerings generated $829K in gross revenue. MBA Education also delivered a robust lineup of online webinar offerings, covering all facets of single-family and commercial/multifamily topics. During the fiscal year, 87 live webinars were delivered generating $615K in gross revenue. 0 1 1 1 0 0 0 0 0 1 0 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 1 168 0 1 146 1 1 1 0 0 0 1 1 0 X 31 31 0 0 0 0 1 1 1 1 1 0 0 0 1 1 1 1 1 1 1 0 X Lisa J Haynes 2025572835 1919 M STREET NW No 5TH FL WASHINGTON DC 20036 William C Emerson Chairman 4.00 X X 445 0 0 Rodrigo Lopez Chairman-Elect 7.00 X X 2952 0 0 David Motley Vice-Chairman 3.00 X X 528 0 0 William Cosgrove Immediate Past Chairman 1.00 X 5283 0 0 Teresa Bryce Bazemore Board Member 0.50 X 0 0 0 Richard Bennion Board Member 0.50 X 0 0 0 D Steve Boland Board Member 0.50 X 0 0 0 Byron Boston Board Member 0.50 X 0 0 0 Nathan Burch Board Member 0.50 X 0 0 0 Barrett Burns Board Member 0.50 X 0 0 0 Franklin Codel Board Member 0.50 X 0 0 0 Philip DeFronzo Board Member 0.50 X 0 0 0 Thomas S Dennard Board Member 0.50 X 0 0 0 Tary L Flannery Board Member 0.50 X 0 0 0 Christopher George Board Member 0.50 X 0 0 0 C William Griffin Board Member 0.50 X 0 0 0 Jamie Korus Board Member 0.50 X 0 0 0 Christopher LaBianca Board Member 0.50 X 0 0 0 Mary Ann McGarry Board Member 0.50 X 0 0 0 Anand Nallathambi Board Member 0.50 X 0 0 0 Kurt Pfotenhauer Board Member 0.50 X 0 0 0 Julie Piepho Board Member 0.50 X 0 0 0 T Anthony Premer Board Member 0.50 X 0 0 0 Dorinda Smith Board Member 0.50 X 0 0 0 Susan T Stewart Board Member 0.50 X 0 0 0 Debra W Still Board Member 0.50 X 0 0 0 Brian F Stoffers Board Member 0.50 X 0 0 0 Robert M Stout Board Member 0.50 X 0 0 0 William M Walker Board Member 0.50 X 0 0 0 Michael Weinbach Board Member 0.50 X 0 0 0 Thomas L Wind Board Member 0.50 X 0 0 0 David H Stevens President & CEO 33.80 1.20 X 3072949 0 27958 Phyllis K Slesinger SVP & General Counsel 32.00 3.00 X 358484 0 25630 Lisa J Haynes VP & CFO 34.70 0.30 X 265372 0 22706 Marcia M Davies Chief Operating Officer 34.70 0.30 X 600562 0 18628 William P Killmer SVP, Legislative & Political Affairs 35.00 X 513542 0 29945 Gordon R Mills SVP, Residential Policy & Member Services 35.00 X 522942 0 24976 Stephen O'Connor SVP, Public Policy & Industry Relations 35.00 X 366850 0 31932 Thomas K Kim SVP, CREF Policy 35.00 X 352035 0 30059 Michael C Fratantoni Chief Economist & SVP of Research & Industry Techn 33.00 2.00 X 334532 0 34034 Peter Grace CIO and SVP, Strategy and Member Services 35.00 X 297648 0 27012 Tricia Migliazzo VP, Membership Engagement 35.00 X 341259 0 6314 Genearlene D Neill VP, Human Resources 35.00 X 277758 0 29405 James Woodwell VP, Commercial Real Estate 35.00 X 264320 0 14706 Kenneth A Markison VP & Regulatory Counsel 35.00 X 261754 0 22907 Elaine Howard Harrington VP, Conferences 35.00 X 259311 0 32982 8098526 0 379194 68 0 1 0 AB Schnare Associates LLC 3010 P St NW washington DC 20007 housing & mortgage finance independent c 514060 Stratmor Group LLC PO Box 19436 boulder CO 80308 data driven mortgage advisory 322116 HMS promotions 903 RAAD ct fort washington MD 20744 specialty wholesale advertising 165893 Hollander Sarah 1102 Tuckahoe Lane alexandria VA 22302 graphic design services 137660 Holland & Knight LLP PO Box 864084 orlando FL 32886 Legislative & Advocacy Consulting 120000 8 125000 125000 Annual Convention and Other progr 900099 27487834 27487834 MEMBERSHIP DUES 900099 21503081 21503081 Educational Programs 900099 5370265 5370265 PERIODICALS & PUBLICATIONS 541800 2569798 577801 1991997 product fees 900099 1126104 1126104 794332 794332 58851414 644855 644855 525151 525151 14012057 6719127 7647 7292930 -7647 7285283 7285283 OTHER REVENUE 900099 223763 223763 223763 67655466 56859417 1991997 8679052 133687 7079344 15384205 4408192 1382123 1231768 156501 79498 684698 110551 2237644 81426 786016 1355199 21070 1522620 874292 4734798 26105 545968 388568 EQUIPMENT RENTAL & MAIN 1745149 PRINTING & PUBLICATIONS 1510857 CREDIT CARD FEES 785225 MEALS AND ENTERTAINMENT 648269 594225 48507998 31004479 52872651 649049 841335 2537099 2998332 6796352 4291061 2844295 2505291 19982624 21288938 1356004 427345 837367 837199 59210917 81771091 5433703 5190129 24374031 26300744 14907859 9596030 44715593 41086903 X 14362629 40599648 132695 84540 14495324 40684188 59210917 81771091 X 19147468 1355380 5686015 X X 0 1 X 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED MORTGAGE BANKERS ASSOCIATION PAC 1919 M STREET NW WASHINGTON DC 20036 526144335 1071473 0 0 1 21503081 3515708 -168121 3347587 2150308 1197279 Part I-A, Line 1: MBA'S POLITICAL ACTIVITY FOR THE YEAR ENDED 9/30/16 CONSISTED OF ACTIVITIES CONDUCTED SOLELY THROUGH ITS CONNECTED PAC, THE MORTGAGE BANKERS ASSOCIATION PAC (MORPAC). 2674473 653529 2020944 3813108 3403429 409679 308771 234103 74668 2505291 LIABILITY FOR PENSION BENEFITS 5924495 DEFERRED RENT AND LEASE INCENTIVE 3665464 Accrued Severance Pay 6071 9596030 68909411 1355380 1468 1356848 67552563 110551 -7647 102904 67655467 42720547 -5676900 -5676900 48397447 110551 110551 48507998 Part XI, Line 2d - Other Adjustments: EQUITY IN INCOME OF SUBSIDIARIES 1,468. Part XI, Line 4b - Other Adjustments: loss on disposition of fixed asset included as expense for audit -7,647. Part XII, Line 2d - Other Adjustments: PENSION CHANGES NOT INCLUDED IN PERIODIC PENSION COST -5,684,547. loss on disposition of fixed asset included as expense for audit 7,647. 0 National Association of Neighborhoods 1300 pennsylvania ave nw washington DC 20004 237148216 501C3 5000 General Support National Association of Real Estate Brokers Inc 9831 greenbelt road lanham MD 20706 366125210 501C6 5000 Sponsorship Detroit Alzheimers Association 225 n michigan ave 17th floor chicago IL 60601 133039601 501c3 5000 Christmas Gift Airpower Foundation PO Box 8782 fort worth TX 76124 752828493 501C3 5000 AA SkyBall Sponsorship National Law Center on Homelessness & Poverty 2000 m st nw suite 210 washington DC 20036 521633883 501C3 5000 McKinney-Vento Awards Hope Now Alliance 600 13th st nw suite 400 washington DC 20005 360753125 501C6 5000 Hope NOW Contribution Comfort Cases Inc 7529 Standish Place 200 rockville MD 20855 464044090 501c3 5000 Donation fr Care Bags Children's Tumor Foundation 120 wall st new york NY 10005 132298956 501C3 6000 Detroit Gala Sponsorship The Bollinger Foundation 14281 bakerwood place haymarket VA 20169 521615539 501c3 6500 BOLLINGER FOUNDATION CONTRIBUTION MBA Opens Doors Foundation 1919 m st nw 5th floor washington DC 20036 320355086 501C3 17500 MORPAC ADMIN FUND & CHAIRMAN'S CONF CONTRIB Urban Institute 2100 m st nw washington DC 20037 520880375 501c3 10000 Housing Finance Council Membership Washington Tennis & Education Foundation 16th and kennedy streets nw washington DC 20011 526046504 501C3 12000 Sponsorship Children's Hospital Foundation 111 michigan ave nw washington DC 20010 521640402 501C3 15000 Children's Ball Sponsorship The CMG Foundation 3160 crow canyon road san ramon CA 94583 455058060 501c3 pf 20000 Sponsorship 11 3 X X X X 1 1 X X X X 0 1 0 David H Stevens President & CEO 1198092 0 1861855 0 13002 0 11925 0 21166 0 3106040 0 0 0 Phyllis K Slesinger SVP & General Counsel 321626 0 30000 0 6858 0 15900 0 11863 0 386247 0 0 0 Lisa J Haynes VP & CFO 245372 0 20000 0 0 0 7500 0 20300 0 293172 0 0 0 Marcia M Davies Chief Operating Officer 498212 0 100000 0 2350 0 11925 0 11836 0 624323 0 0 0 William P Killmer SVP, Legislative & Political Affairs 467272 0 45000 0 1270 0 13913 0 21165 0 548620 0 0 0 Gordon R Mills SVP, Residential Policy & Member Ser 420592 0 100000 0 2350 0 8944 0 21165 0 553051 0 0 0 Stephen O'Connor SVP, Public Policy & Industry Relati 335580 0 30000 0 1270 0 15900 0 21165 0 403915 0 0 0 Thomas K Kim SVP, CREF Policy 301197 0 50000 0 838 0 11925 0 23267 0 387227 0 0 0 Michael C Fratantoni Chief Economist & SVP of Research & 301722 0 32000 0 810 0 15900 0 20267 0 370699 0 0 0 Peter Grace CIO and SVP, Strategy and Member Ser 270080 0 27000 0 568 0 11428 0 20717 0 329793 0 0 0 Tricia Migliazzo VP, Membership Engagement 335517 0 4800 0 942 0 6314 0 1445 0 349018 0 0 0 Genearlene D Neill VP, Human Resources 249166 0 25000 0 3592 0 15390 0 19095 0 312243 0 0 0 James Woodwell VP, Commercial Real Estate 245100 0 18400 0 820 0 14706 0 5023 0 284049 0 0 0 Kenneth A Markison VP & Regulatory Counsel 233164 0 22100 0 6490 0 14226 0 13410 0 289390 0 0 0 Elaine Howard Harrington VP, Conferences 228092 0 30000 0 1219 0 14400 0 23570 0 297281 0 0 0 Part I, Line 4b MBA created a nonqualified deferred compensation plan on behalf of David Stevens, MBA's president and CEO. Amounts due under the plan are subject to various vesting schedules and provisions. The amount accrued under the plan as of September 30, 2016 was $785,795. Form 990, Part VI, Section A, line 1 MBA HAS AN EXECUTIVE COMMITTEE THAT IS EMPOWERED TO ACT ON BEHALF OF THE FULL BOARD OF DIRECTORS BETWEEN MEETINGS. THE COMMITTEE DOES NOT HAVE THE AUTHORITY TO ADOPT OFFICIAL POSITIONS ON PUBLIC POLICY MATTERS (UNLESS EXPLICITLY PROVIDED THAT POWER); APPROVE THE ANNUAL BUDGET; DETERMINE MEMBER DUES; APPOINT OR REMOVE THE PRESIDENT AND CEO; FILL BOARD AND EXECUTIVE COMMITTEE VACANCIES; ADOPT BYLAWS AMMENDMENTS; APPROVE ORGANIZATIONAL CONSOLIDATION OR MERGER; OR ELIMINATE A STANDING COMMITTEE. THE EXECUTIVE COMMITTEE IS COMPOSED OF THE ELECTED OFFICERS AND THE CHAIRS OF COMBOG AND RESBOG, AS WELL AS THE PRESIDENT AND CEO OF THE ASSOCIATION SERVING EX OFFICIO AS NONVOTING MEMBER. Form 990, Part VI, Section A, line 6 MBA IS A NONPROFIT MEMBERSHIP CORPORATION. IT HAS THE FOLLOWING CLASSES OF MEMBERSHIP: (A) REGULAR MEMBERS - FINANCIAL INSTITUTIONS AND OTHER ENTITIES THAT ARE REGULARLY IN THE BUSINESS OF ORIGINATING, SERVICING, OR INVESTING IN MORTGAGE LOANS OR OTHERWISE SHARE IN THE RISK OF MORTGAGE LOAN PERFORMANCE, SUCH AS MORTGAGE INSURERS AND TITLE INSURANCE UNDERWRITERS, SHALL BE CONSIDERED REGULAR MEMBERS. (B) ASSOCIATE MEMBERS - BUSINESS ORGANIZATIONS, FINANCIAL INSTITUTIONS, AND INDIVIDUALS THAT REGULARLY PROVIDE SERVICE OR PRODUCTS FOR BUSINESS ORGANIZATIONS OR FINANCIAL INSTITUTIONS ELIGIBLE TO BE REGULAR MEMBERS SHALL BE CONSIDERED ASSOCIATE MEMBERS. (C) ALLIANCE MEMBER - THE BOARD OF DIRECTORS NAMES AS THE SOLE ALLIANCE MEMBER THE MORTGAGE ACTION ALLIANCE, Inc., AN AFFILIATE ORGANIZATION THAT OPERATES TO PROMOTE THE COMMON BUSINESS INTERESTS OF THE RESIDENTIAL AND COMMERCIAL REAL ESTATE FINANCE INDUSTRIES THROUGH GRASSROOTS ADVOCACY ACTIVITIES. (D) HONORARY MEMBERS - INDIVIDUALS WHO HAVE SERVED ALL OR PART OF TWO TERMS AS A MEMBER OF ONE OF THE BOARDS OF GOVERNORS, OR WHO HAVE SERVED AS AN OFFICER FOR TWO YEARS, AND WHO HAVE RETIRED FROM ACTIVE BUSINESS SHALL BE CONSIDERED HONORARY MEMBERS. (E) STUDENT MEMBERS - Individuals (i) who, prior to employment in the real estate finance industry, are validly enrolled in a community or other two-year college or other post-secondary educational institution ("Educational Institution") and also validly enrolled in the Association's current career education course, or other comparable instructional course provided by the Association, or (ii) who, prior to employment in the real estate finance industry, are validly enrolled in any Educational Institution after completing the Association's current career education course, or other comparable instructional course provided by the Association. Form 990, Part VI, Section A, line 7a UNDER THE ASSOCIATION'S BYLAWS, ONLY REGULAR MEMBERS AND THE ALLIANCE MEMBER MAY ELECT OFFICERS AND THE at-large members of the BOARD OF DIRECTORS. Form 990, Part VI, Section A, line 7b REGULAR MEMBERS ARE REQUIRED TO APPROVE A PLAN OF MERGER THAT CALLS FOR THE ASSOCIATION TO MERGE INTO ANOTHER ASSOCIATION OR OTHER ENTITY, OR A PLAN OF MERGER THAT CALLS FOR THE ASSOCIATION TO ABSORB ANOTHER ASSOCIATION OR OTHER ENTITY, AND THE MERGER WOULD RESULT IN (I) A NAME CHANGE FOR THE ASSOCIATION, (II) THE CREATION OF A NEW MEMBERSHIP CLASS, (III) THE ELIMINATION OF A MEMBERSHIP CLASS, OR (IV) A SUBSTANTIAL CHANGE TO THE THEN CURRENT GOVERNANCE SYSTEM. IN ADDITION, REGULAR MEMBERS ARE REQUIRED TO APPROVE A PLAN FOR CONSOLIDATION WHEREBY THE ASSOCIATION WOULD COMBINE WITH ONE OR MORE ASSOCIATIONS TO CREATE A NEW ASSOCIATION AND CEASE TO EXIST AS AN INDEPENDENT ENTITY. Form 990, Part VI, Section B, line 11 THE FIVE INDEPENDENT MEMBERS OF THE AUDIT COMMITTEE, WHICH IS A BOARD-LEVEL COMMITTEE, RECEIVED A COPY OF THE FORM 990 BEFORE ITS FILING. Form 990, Part VI, Section B, line 12c IT IS MBA'S POLICY THAT NO COVERED PARTY PARTICIPATE IN THE EVALUATION OR APPROVAL BY MBA OF ANY CONTRACTUAL ARRANGEMENT TO WHICH MBA MAY BECOME A PARTY IF THE COVERED PARTY'S PARTICIPATION WOULD CREATE AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST. MBA'S CONFLICTS POLICY REQUIRES ANNUAL DISCLOSURE TO THE MBA GENERAL COUNSEL AND SECRETARY OF "CONFLICTS OF INTEREST" DEFINED AS A SITUATION IN WHICH A COVERED PARTY WOULD PARTICIPATE IN THE EVALUATION OR APPROVAL BY MBA OF ANY CONTRACTUAL ARRANGEMENT TO WHICH MBA MAY BECOME A PARTY, IF SUCH INDIVIDUAL, OR SUCH INDIVIDUAL'S EMPLOYER, WOULD OBTAIN MORE THAN AN INSIGNIFICANT FINANCIAL BENEFIT, EITHER DIRECTLY OR INDIRECTLY. "COVERED PARTY" MEANS A MEMBER OF THE MBA BOARD OF DIRECTORS OR A MEMBER OF A BOARD COMMITTEE OR BOARD TASK FORCE THAT MAY BOTH (I) RECOMMEND ENTERING INTO CONTRACTS AND (II) PLAY A ROLE IN VENDOR REVIEW AND SELECTION. MOREOVER, COVERED PARTIES ARE SUPPOSED TO UPDATE THEIR DISCLOSURES AS CIRCUMSTANCES WARRANT AND PROVIDE THEM TO THE MBA GENERAL COUNSEL AND SECRETARY. THE DISINTERESTED MEMBERS OF THE EXECUTIVE COMMITTEE OF THE MBA BOARD OF DIRECTORS SHALL DETERMINE WHETHER A CONFLICT OF INTEREST EXISTS OR BEHAVIOR IN CONFLICT WITH THIS POLICY HAS OCCURRED, AND WHAT SUBSEQUENT ACTION IS APPROPRIATE (IF ANY) AND ITS DECISION WILL BE FINAL, EXCEPT AS FOLLOWS. THE EXECUTIVE COMMITTEE SHALL INFORM THE FULL BOARD OF DIRECTORS OF ANY DISAGREEMENT BETWEEN THE EXECUTIVE COMMITTEE AND THE DISCLOSING DIRECTOR AS TO ITS DETERMINATION THAT A CONFLICT OF INTEREST, OR BEHAVIOR IN CONFLICT OF THE POLICY, EXISTS AND ANY RECOMMENDED ACTION. THE BOARD SHALL RETAIN THE RIGHT TO MODIFY OR REVERSE THE EXECUTIVE COMMITTEE'S DETERMINATIONS IN THIS CONTEXT. THE CONFLICTS OF INTEREST POLICY ALSO ADDRESSES CONFIDENTIALITY. Form 990, Part VI, Section B, line 15 Process for President and CEO 1. Review and approval. The Compensation Committee, on behalf of the Board, will review and approve the compensation of MBA's chief employed executive, the President, provided that individuals with conflicts of interest with respect to the compensation arrangement at issue are not involved in this review and approval. 'Compensation' means initial salary, special benefits not generally available to MBA staff, salary increases and bonuses. 2. Use of data as to comparable compensation. The Compensation Committee will review and set the compensation of the President using as references points: (i) compensation of any predecessor President, and (ii) readily available public data as to comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated organizations (formal benchmarking studies by outside compensation consultants need not be commissioned annually but may be sought periodically). 3. Assessment of performance. The Compensation Committee will take into account: (i) the level of attainment of MBA's goals and objectives over the review period, (ii) the nature of the particular external and internal challenges facing MBA over the review period, and (iii) such other considerations as may be applicable under the prevailing circumstances. 4. Contemporaneous documentation and recordkeeping. There is contemporaneous documentation and recordkeeping with respect to the decisions regarding the compensation arrangement. Process for Specified Key Employees 1. Review and approval. The President will submit recommendations to the Compensation Committee for review and approval of the total compensation of the following Specified Key Employees, as defined in the Internal Revenue Service's Form 990 Instructions: --The chief financial officer --The secretary, as approved by the Board of Directors --All senior vice presidents provided that individuals with conflicts of interest with respect to the compensation arrangement at issue are not involved in this review and approval. 'Compensation' means initial salary, special benefits not generally available to MBA staff, salary increases and bonuses. 2. Use of data as to comparable compensation. The Compensation Committee will review and set the compensation of the Specified Key Employees, based on the recommendations of the President, who will use as references points: (i) readily available public or other data as to comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated organizations (MBA need not obtain formal benchmarking studies from outside compensation consultants annually but these may be sought periodically); and (ii) the salary and length of service of the previous incumbent. 3. Assessment of performance. The Compensation Committee will review for Specified Key Employees the President's assessment of -- (i) the level of attainment of MBA's goals and objectives over the review period; (ii) the level of attainment of a Specified Key Employee's individual goals and objectives over the review period; (iii) the nature of the particular external and internal challenges facing MBA over the review period; and (Iv) other, documented considerations that may be applicable under the prevailing circumstances. 4. Contemporaneous documentation and recordkeeping. There is contemporaneous documentation and recordkeeping with respect to decisions regarding the compensation arrangements. Process for Remaining Employees For the remaining employees, the Board hereby approves the following process for determining total compensation: 1. The President is authorized and directed to: (A) implement MBA's present employee position classification system that identifies functionally comparable positions across Groups, and (B) administer a compensation plan based on: (i) such classification system, (ii) reasonably available current compensation data from similarly situated associations, (iii) MBA's goals and objectives, and (iv) such other criteria or considerations that may be applicable under the prevailing circumstances. 2. The President is further authorized to revisit the employee classification system as well as to engage compensation consultants, from time to time, to help assure that the employee classification system and the compensation data and plan remain relevant to the achievement of MBA's overall goals and objectives. 3. Under exceptional circumstances that must be documented and reported to the Compensation Committee, the President is authorized to offer signing or retention bonuses and other forms of compensation to employees in order to help assure the smooth operation of MBA and/or the achievement of significant MBA goals and objectives. Form 990, Part VI, Section C, line 19 CHARTER, BYLAWS AND CONFLICTS OF INTEREST POLICY ARE PROVIDED UPON REQUEST. FINANCIAL INFORMATION IS PROVIDED THROUGH THE FORM 990 UPON REQUEST. FINANCIAL STATEMENTS ARE PROVIDED TO THE BOARD OF DIRECTORS AND ARE NOT MADE AVAILABLE PUBLICLY. Form 990, Part XI, line 9: PENSION-RELATED CHANGES OTHER THAN NET PERIODIC PENSION COST 5,684,547. EQUITY IN INCOME OF SUBSIDIARIES 1,468. FORM 990, PART XII, LINE 2C THE AUDIT OVERSIGHT PROCESS HAS REMAINED UNCHANGED FROM THE PRIOR YEAR. 1331 L STREET LLC (DISREGARDED ENTITY) 1919 M STREET NW 5TH FL WASHINGTON DC 20036 331210397 HOLDS MBA HEADQUARTERS OFFICE BUILDING DE 0 0 MBA FIRST LLC (disregarded entity) 1919 M STREET NW 5TH FL WASHINGTON DC 20036 PROVIDES SVCS TO ORGANIZATIONS IN THE REAL ESTATE FINANCE INDUSTRY DC 0 0 MISMO Inc 1919 M STREET NW 5TH FL WASHINGTON DC 20036 510502943 DEVELOPING, PROMOTING AND MAINTAINING VOLUNTARY ELECTRONIC COMMERCE STDS DE 501(C)(6) 1 RIHA 1919 M STREET NW 5TH FL WASHINGTON DC 20036 366109824 FURTHERING RESEARCH IN THE FIELD OF MORTGAGE BANKING AND REAL ESTATE FINANCE IL 501(C)(3) 509(A)(3) 1 MORPAC 1919 M STREET NW 5TH FL WASHINGTON DC 20036 526144335 POLITICAL ACTION COMMITTEE DC 527 1 MORTGAGE ACTION ALLIANCE INC 1919 M STREET NW 5TH FL WASHINGTON DC 20036 271893100 SUPPORT COMMON BUSINESS INTERESTS OF REAL ESTATE FINANCE INDUSTRY DE 501(C)(6) 1 MBA OPENS DOORS FOUNDATION 1919 M STREET NW 5TH FL WASHINGTON DC 20036 320355086 Provides rental & mortgage assistance to families w/critically ill children. DE 501(C)(3) 170(B)(1)(A)(VI) 1 1 0 0 1 0 0 0 0 0 0 0 0 1 0 0 1 0 1 1 1 RIHA O 30000 BOOK VALUE RIHA Q 5987 BOOK VALUE RIHA C 125000 CASH MISMO INC L 522900 CONTRACTUAL FEE MISMO INC Q 155242 ACTUAL EXPENDITURES MISMO INC P 475601 REImb of credit card receipts MBA open doors foundation B 7500 MORPAC ADMIN FUND MBA open doors foundation B 29246 handbook sales &chairman's confer MBA open doors foundation O 139862 Sharing of Employees MBA open doors foundation P 33595 Reimb of Expenditures MORPAC R 1071473 TRANSFER TO PAC UNDER FEC RULES