2024-11-12T16:01:38-06:00 2023-12-31 135565207 KPMG LLP 8350 BROAD STREET SUITE 900 MCLEAN VA 22102 990 2023-01-01 237268394 INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION INTE 2029624600 777 N CAPITOL ST NE SUITE 600-TA WASHINGTON DC 200024240 AUTHORIZED REP AUTHORIZED REP. 2029624600 2024-11-12 1 0 SHAWN HUTCHINSON P01048557 7032868000 2024-11-05 2023 2024-10-15 13:58:12Z MISSIONSQUARE RETIREMENT ANDRE ROBINSON 777 N CAPITOL ST NE SUITE 600-TAX WASHINGTON DC 200024240 326994931 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, 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 6 734 0 25075611 0 0 0 248893708 248794425 22086564 19092569 478438 1087877 271458710 268974871 1060000 18500 0 0 135747209 140317655 0 0 0 115099433 127227936 251906642 267564091 19552068 1410780 643097063 677967336 112166000 108868703 530931063 569098633 THE CORPORATION SERVES TO LESSEN THE BURDENS OF STATE AND LOCAL GOVERNMENTS AND THEIR AGENCIES AND INSTRUMENTALITIES BY ADMINISTERING QUALIFIED AND DEFERRED COMPENSATION RETIREMENT PLANS, THEREBY HELPING PUBLIC SECTOR EMPLOYEES BUILD RETIREMENT SECURITY. 0 0 244972341 18500 248794425 THE CORPORATION PROVIDED PLAN ADMINISTRATION, ASSET MANAGEMENT, AND RETIREMENT EDUCATION AND PLANNING SERVICES TO 4,657 STATE AND LOCAL GOVERNMENT EMPLOYERS, SPONSORING 9,177 RETIREMENT PLANS COVERING 1,864,940 PUBLIC SECTOR EMPLOYEE RETIREMENT ACCOUNTS. 244972341 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 1 202 0 1 734 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 MARC OTT DIRECTOR 2.00 37.50 X 766 575491 52456 JOSEPH COYNE DIRECTOR 2.00 0.00 X 6845 0 0 ROBERT JONES DIRECTOR 2.00 0.00 X 4128 0 0 CYNTHIA STEER DIRECTOR 2.00 0.00 X 2616 0 0 BRIAN CLARKE DIRECTOR 2.00 0.00 X 1437 0 0 OPAL MAULDIN-JONES DIRECTOR 2.00 0.00 X 0 0 0 MONA MIYASATO DIRECTOR 2.00 0.00 X 0 0 0 DEANNA SANTANA AS OF 42523 ACTING PRESIDENT, CEO, DIRECTOR 40.00 1.00 X X 686479 0 31355 LYNNE FORD UNTIL 42423 PRESIDENT, CEO, DIRECTOR 40.00 1.00 X X 1225394 0 914675 DAI SHI TREASURER, CFO 40.00 1.00 X 640306 0 305976 ANGELA MONTEZ SECRETARY, CLO (AS OF 5/10/23) 40.00 1.00 X 451263 0 45459 KATHERINE SCHULZE SECRETARY, CLO (UNTIL 4/26/23) 40.00 1.00 X 272127 0 9350 WAYNE WICKER SVP, CHIEF INVESTMENT OFFICER 40.00 0.00 X 1871738 0 71214 KAREN CHONG-WULFF MVP, FIXED INCOME INVESTMENTS 40.00 0.00 X 1041852 0 191995 ANDREW WHITING SENIOR VICE PRESIDENT 40.00 0.00 X 700006 0 215530 FLORA HEDRICK MVP, ALTERNATIVE INVESTMENTS 40.00 0.00 X 734145 0 139672 VENKATAKRISHNAN BALAKRISHNAN MVP, ASSET ALLOC'N INVESTMENTS 40.00 0.00 X 766358 0 68581 8405460 575491 2046263 484 0 1 0 ACCENTURE LLP 1255 TREAT BLVD SUITE 250 WALNUT CREEK CA 94597 BUSINESS SYSTEMS & OPERATIONS CONSULTING 3286388 DATA MANAGEMENT GROUP LLC 848 N RAINBOW BLVD 567 LAS VEGAS NV 89107 IT CONSULTING 3238673 MY CORPORATE ALLY LLC 821 DAWSONVILLE HIGHWAY STE 250-302 GAINESVILLE GA 30501 MARKETING CONSULTING 1750709 GUIDEPOINT SECURITY LLC 11951 FREEDOM DR 13TH FL STE 1331 RESTON VA 20190 IT CONSULTING 1632660 OUR IDEAWORKS LLC 50 BRYANT AVE WHITE PLAINS NY 10605 IT CONSULTING 1404443 52 PLAN ADMIN/ASSET MGMT 541611 223904010 223904010 OTHER ACCOUNT ADMIN 524292 24890415 24890415 248794425 18183393 18183393 902681 0 902681 902681 902681 58929236 58020060 909176 909176 909176 BLDG ACCT SERVICES 525990 185196 185196 185196 268974871 223904010 25075611 19995250 18500 18500 4598173 2610363 1987810 108478417 101177050 7301367 6880907 5905001 975906 13345556 11119223 2226333 7014602 6508569 506033 2185528 1954611 230917 666890 585263 81627 101122 101122 54531 54531 3149654 3149654 1961903 1721766 240137 20667158 18397013 2270145 2666198 2666198 7119058 6247685 871373 2913584 2816654 96930 1570829 789735 781094 6551601 5749685 801916 2105889 1521926 583963 THIRD-PARTY PLAN ADMIN. 36515812 36515812 0 DATA PROCESSING 10206991 10206991 0 TEMPORARY SERVICES 5645935 5084025 561910 PLAN MAILING/POSTAGE 4956646 4956646 0 18188607 15168849 3019758 267564091 244972341 22591750 0 1220554 1045023 102395395 88494940 26504889 27739273 10621727 15213335 88029917 72642095 19689518 15387822 267758502 202568940 184783627 295220669 30122851 32297334 643097063 677967336 65326515 64100793 18500000 16900000 28339485 27867910 112166000 108868703 X 530931063 569098633 530931063 569098633 643097063 677967336 X 1410780 36896092 -139302 X 0 1 X 1 0 X 206169865 211541796 243930111 224277681 223904010 1109823463 206169865 211541796 243930111 224277681 223904010 1109823463 0 10317235 11361414 12961408 12396953 13475538 60512548 10317235 11361414 12961408 12396953 13475538 60512548 1049310915 11905630 9656319 19707734 16404512 19086073 76760268 11905630 9656319 19707734 16404512 19086073 76760268 218075495 221198115 263637845 240682193 242990083 1186583731 0.88430 0.89160 0.06470 0.06030 X 0 1 0 0 0 0 1 208114 0 0 208114 0 PART II-B, LINE 1: LOBBYING EXPENSES WERE INCURRED TO ADVOCATE AT FEDERAL AND STATE LEVELS FOR LEGISLATION AND ADMINISTRATIVE RULEMAKING THAT WILL BENEFIT MUNICIPAL RETIREMENT PLAN SYSTEMS, AND OTHERWISE IMPROVE THE ABILITY OF STATE AND LOCAL GOVERNMENT EMPLOYEES TO BUILD RETIREMENT SECURITY. 15263457 12159014 3104443 18777312 13221988 5555324 53989148 47261093 6728055 15387822 MUTUAL FUNDS & PRIVATE EQUITY FUNDS 295220669 F 295220669 OPERATING LEASE LIABILITY-NONCURRENT 15226050 OTHER LIABILITIES 11786125 RETIREMENT BENEFITS-NONCURRENT 855735 27867910 X PART X, LINE 2: FOOTNOTE TO THE CORPORATION'S AUDITED FINANCIAL STATEMENTS UNDER FASB ASC 740 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 THE CORPORATION 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, 2023. CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENTS 119504446 EUROPE 0 0 INVESTMENTS 6523416 NORTH AMERICA 0 0 INVESTMENTS 2157769 EAST ASIA AND THE PACIFIC 0 0 INVESTMENTS 253177 0 0 0 0 0 0 128438808 0 128438808 1 0 1 1 1 0 PART I, LINE 3: THE MAXIMUM AGGREGATE VALUE OF INVESTMENT IN CENTRAL AMERICA AND THE CARIBBEAN WAS $122,573,909, WITH A YEAR-END VALUE OF $119,504,446. THE MAXIMUM AGGREGRATE VALUE OF INVESTMENT IN EAST ASIA AND THE PACIFIC WAS $371,292, WITH A YEAR-END VALUE $253,177. THE MAXIMUM AGGREGATE VALUE OF INVESTMENT IN EUROPE WAS $6,682,718, WITH A YEAR-END VALUE OF $6,523,416. THE MAXIMUM AGGREGATE VALUE OF INVESTMENT IN NORTH AMERICA WAS $3,243,388, WITH A YEAR-END VALUE OF $2,157,769. 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 MIRIAM'S KITCHEN 2401 VIRGINIA AVE NW WASHINGTON DC 20037 521331552 501(C)(3) 13500 0 HELP INDIVIDUALS OBTAIN HOUSING AND OTHER CRITICAL RESOURCES TO END CHRONIC HOMELESSNESS. 1 PART I, LINE 2: SUPPLEMENTAL INFORMATION ON GRANTS MADE BY THE CORPORATION: THE CORPORATION SUPPORTS CHARITABLE ORGANIZATIONS DEDICATED TO LOCAL COMMUNITIES, AND IN 2023 MADE A GRANT PAYMENT TO MIRIAM'S KITCHEN. THE CHARITABLE ACTIVITIES OF THIS ORGANIZATION WERE MONITORED BY REVIEWING PUBLICLY AVAILABLE PROGRAM SERVICE DATA, INCLUDING ANNUAL INFORMATION REPORTS AND FORM 990 FILINGS. X X X 1 1 X X X X X X 1 1 0 0 0 0 0 1 1 1 MARC OTT DIRECTOR 766 502819 0 25570 0 47102 0 37550 0 14906 766 627947 0 0 DEANNA SANTANA AS OF 42523 ACTING PRESIDENT, CEO, DIRECTOR 547834 0 3464 0 135181 0 9519 0 21836 0 717834 0 0 0 LYNNE FORD UNTIL 42423 PRESIDENT, CEO, DIRECTOR 259402 0 962707 0 3285 0 902211 0 12464 0 2140069 0 0 0 DAI SHI TREASURER, CFO 359730 0 279711 0 865 0 288839 0 17137 0 946282 0 0 0 ANGELA MONTEZ SECRETARY, CLO (AS OF 5/10/23) 275846 0 0 0 175417 0 42938 0 2521 0 496722 0 0 0 KATHERINE SCHULZE SECRETARY, CLO (UNTIL 4/26/23) 131632 0 80000 0 60495 0 6895 0 2455 0 281477 0 0 0 WAYNE WICKER SVP, CHIEF INVESTMENT OFFICER 455616 0 1408403 0 7719 0 23100 0 48114 0 1942952 0 0 0 KAREN CHONG-WULFF MVP, FIXED INCOME INVESTMENTS 402577 0 636408 0 2867 0 159060 0 32935 0 1233847 0 0 0 ANDREW WHITING SENIOR VICE PRESIDENT 246611 0 383793 0 69602 0 169949 0 45581 0 915536 0 0 0 FLORA HEDRICK MVP, ALTERNATIVE INVESTMENTS 315000 0 418188 0 957 0 136500 0 3172 0 873817 0 0 0 VENKATAKRISHNAN BALAKRISHNAN MVP, ASSET ALLOC'N INVESTMENTS 241137 0 522421 0 2800 0 23100 0 45481 0 834939 0 0 0 PART I, LINE 1A SCHEDULE J, PART I, LINE 1A: FIRST-CLASS TRAVEL: THE CORPORATION'S BOARD-APPROVED TRAVEL GUIDELINES PERMIT DIRECTORS THE OPTION OF FIRST-CLASS TRAVEL WHEN IT INVOLVES EXTENUATING CIRCUMSTANCES, SUCH AS EXTENDED FLIGHT TIMES AND LATE-NIGHT ARRIVALS WHILE ATTENDING BOARD MEETINGS. TRAVEL FOR COMPANIONS: IN CONSIDERATION OF PERSONAL AND FAMILY OBLIGATIONS, THE CORPORATION'S BOARD-APPROVED TRAVEL GUIDELINES PERMIT 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. TAX INDEMNIFICATION AND GROSS-UP PAYMENTS: THE CORPORATION'S ACTING CEO RECEIVED TAXABLE TRAVEL AND GROSS-UP PAYMENTS CONNECTED WITH THE INTERIM APPOINTMENT TO THIS POSITION, WHICH WERE TREATED AS COMPENSATION. PART I, LINES 4A-B SCHEDULE J, PART I, LINE 4A: SEVERANCE PAYMENTS: SECRETARY AND CHIEF LEGAL OFFICER, KATHERINE SCHULZE, SEPARATED FROM EMPLOYMENT DURING 2023. THE COMPENSATION TOTAL REPORTED IN FORM 990, SCHEDULE J, PART II, COLUMN B(III) INCLUDES $40,385, 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 CERTAIN 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 2023, AS THE RIGHTS OF PARTICIPANTS RESPECTIVELY ACCRUED OR VESTED UNDER THESE PLANS. AFTER EACH 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 2023 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 2023. WITH RESPECT TO THE 2010 PLAN, CERTAIN OTHER SENIOR EXECUTIVES WERE ELIGIBLE AND APPROVED PLAN PARTICIPANTS DURING 2023 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 2023, THIS GROUP INCLUDED THE FOLLOWING INDIVIDUALS: LYNNE FORD, DAI SHI, AND ANGELA MONTEZ. 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 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 THE FIRST QUARTER OF 2023. FORM 990, PART VI, SECTION A, LINE 2 GENERAL STATEMENT 2 DURING 2023, LYNNE FORD, DEANNA SANTANA, 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, DEANNA SANTANA, MARC OTT, AND DAI SHI ALSO SERVED AS OFFICERS OF THIS ORGANIZATION. 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, 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 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 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 7 THE 2023 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 2023, THIS REVIEW AND APPROVAL PROCESS WAS UNDERTAKEN FOR EACH OF THE FOLLOWING PERSONS AND POSITIONS: LYNNE FORD (PRESIDENT AND CHIEF EXECUTIVE OFFICER); DEANNA SANTANA (ACTING PRESIDENT AND CHIEF EXECUTIVE OFFICER); DAI SHI (TREASURER AND CHIEF FINANCIAL OFFICER); AND WAYNE WICKER (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 2023 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 8 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 9 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 -139,302. ICMA-RC SERVICES LLC 777 NORTH CAPITOL ST NE WASHINGTON DC 20002 522138303 SEE PART VII DE 862362 1135847 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 43075648 1109599 ICMA-RC DBA MISSIONSQUARE RETIREMENT VANTAGETRUST COMPANY LLC 777 NORTH CAPITOL ST NE WASHINGTON DC 20002 SEE PART VII NH 173101071 9045087 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 3662854 9361971 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 PRIVATE FOUNDATION 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.