2022-11-14T09:05:54-06:00 2021-12-31 135565207 KPMG LLP 8350 BROAD STREET SUITE 900 MCLEAN VA 22102 990 2021-01-01 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 2022-11-12 1 GEORGE SUZICH XXX-XX-XXXX JONATHAN LIST P01679255 7032868000 2022-11-11 3 AAL1 IAL1 2021 2022-09-23 18:48:47Z MISSIONSQUARE RETIREMENT LYNNE FORD 777 N CAPITOL ST NE SUITE 600-TAX WASHINGTON DC 200024240 560935214 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 8 770 0 24078141 0 0 0 230250430 267823056 18939059 50906302 185196 185196 249374685 318914554 1242955 20109668 0 0 142556867 142829348 0 0 0 78103385 109593924 221903207 272532940 27471478 46381614 583812371 683853654 68526876 95158560 515285495 588695094 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 231306472 20109668 243930111 THE CORPORATION PROVIDED PLAN ADMINISTRATION, ASSET MANAGEMENT, AND RETIREMENT EDUCATION AND PLANNING SERVICES TO 4,713 STATE AND LOCAL GOVERNMENT EMPLOYERS, OFFERING 9,922 RETIREMENT PLANS WITH 1,640,149 PUBLIC SECTOR EMPLOYEE RETIREMENT ACCOUNTS. 231306472 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 1 185 0 1 770 1 1 1 0 0 0 0 0 0 0 0 0 1 0 X 8 8 1 0 1 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 592071 54186 TANISHA BRILEY DIRECTOR 2.00 0.00 X 5808 0 0 DENEAN WILLIAMS DIRECTOR 2.00 0.00 X 5036 0 0 BRIAN CLARKE DIRECTOR 2.00 0.00 X 1560 0 0 ROBERT JONES DIRECTOR 2.00 0.00 X 1455 0 0 OPAL MAULDIN-JONES DIRECTOR 2.00 0.00 X 1179 0 0 CYNTHIA STEER DIRECTOR 2.00 0.00 X 793 0 0 DEANNA SANTANA DIRECTOR 2.00 0.00 X 0 0 0 LEE FELDMAN DIRECTOR 2.00 0.00 X 0 0 0 LYNNE FORD PRESIDENT, CEO, DIRECTOR 40.00 0.00 X X 1390308 0 139615 DAI SHI TREASURER, CFO 40.00 0.00 X 641587 0 50054 RHONDA MIMS AS OF 42621 SECRETARY, GENERAL COUNSEL 40.00 0.00 X 303426 0 25488 ANGELA MONTEZ UNTIL 42521 SECRETARY, GENERAL COUNSEL 40.00 0.00 X 1060175 0 39529 WAYNE WICKER SENIOR VICE PRESIDENT 40.00 0.00 X 2821947 0 65716 KAREN CHONG-WULFF MANAGING VICE PRESIDENT 40.00 0.00 X 1080021 0 52936 FLORA HEDRICK MANAGING VICE PRESIDENT 40.00 0.00 X 782094 0 25707 DAVID TANGUAY CHIEF CLIENT SRVC OFFICER 40.00 0.00 X 620546 0 58209 MATTHEW BRENNER MANAGING VICE PRESIDENT 40.00 0.00 X 588363 0 65347 ELIZABETH GLISTA FORMER TREASURER, CFO 40.00 0.00 X 496012 0 61519 MICHAEL GUARASCI FORMER TREASURER, CFO 40.00 0.00 X 310109 0 8487 10110419 592071 646793 464 1 1 0 SLALOM CONSULTING LLC 821 2ND AVE SUITE 100 SEATTLE WA 98104 MANAGEMENT CONSULTING 4451357 DATA MANAGEMENT GROUP LLC 848 N RAINBOW BLVD 567 LAS VEGAS NV 89107 IT CONSULTING 2466156 OUR IDEAWORKS LLC 50 BRYANT AVE WHITE PLAINS NY 10605 IT CONSULTING 1379270 MICROSOFT LICENSING GP 6100 NEIL ROAD RENO NV 89511 IT SERVICES 788110 SULLIVAN & COMPANY MARKETING COLLATERAL 450 W 14TH ST 12TH FL NEW YORK NY 10014 VIDEO PRODUCTION 735375 33 PLAN ADMIN/ASSET MGMT 541611 243930111 243930111 OTHER ACCOUNT ADMIN 524292 23892945 23892945 267823056 19707734 19707734 273218723 505 241962526 58134 31256197 -57629 31198568 31198568 BLDG ACCT SERVICES 525990 185196 185196 185196 318914554 243930111 24078141 50906302 20109668 20109668 3666012 1475848 2190164 876128 438064 438064 112055730 87194959 24860771 7168520 5555558 1612962 12027196 8930802 3096394 7035762 5433812 1601950 1268139 1139312 128827 659445 576487 82958 65000 65000 81108 81108 3828374 3828374 2175110 1901481 273629 21770733 19435128 2335605 2808661 2808661 6770414 5804966 965448 1047860 861786 186074 701705 399411 302294 9582 9582 6587469 5758765 828704 1897225 1033798 863427 THIRD-PARTY PLAN ADMIN. 29279122 29279122 DATA PROCESSING 7574905 7574905 PLAN MAILING/POSTAGE 4480214 4480214 PROFESSIONAL SUBSCRIPS. 3807618 3672830 134788 14781240 13456831 1324409 272532940 231306472 41226468 0 526513 823055 31561600 67875592 30966166 34606220 13912069 10951995 98985180 79643853 12968631 19341327 322208309 256619038 161382349 284168549 10286734 9467878 583812371 683853654 56963244 64164206 0 20000000 11563632 10994354 68526876 95158560 X 515285495 588695094 515285495 588695094 583812371 683853654 X 46381614 26868156 159829 X 0 1 X 1 0 X 202936916 207011363 206169865 211541796 243930111 1071590051 202936916 207011363 206169865 211541796 243930111 1071590051 0 6713182 8809579 10317235 11361414 12961408 50162818 6713182 8809579 10317235 11361414 12961408 50162818 1021427233 12793397 12511783 11905630 9656319 19707734 66574863 12793397 12511783 11905630 9656319 19707734 66574863 215730313 219523146 218075495 221198115 263637845 1138164914 0.89740 0.90480 0.05850 0.05600 X 0 1 0 0 1 9800 0 1 81079 1 54932 0 145811 0 PART II-B: DESCRIPTION OF LOBBYING ACTIVITIES 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. 15002326 9373460 5628866 26383493 20192098 6191395 57599361 50078295 7521066 19341327 VANGUARD VINIX 48102623 F VOYA MORTGAGE FUND 10743661 F CERBERUS INSTITUTIONAL PTNRS 19388916 F INSIGHT VENTURE PARTNERS X 19256665 F BLACKSTONE PROPERTY PARTNERS 12200685 F PIMCO DISCO 6332913 F FORTRESS CREDIT OPPORTUNITIES V 7795607 F ALPINVEST SECONDARIES FUND VI 6041154 F STRATEGIC PARTNERS REAL ASSETS II 6358338 F OAKTREE REAL ESTATE DEBT FUND II 3712490 F INSIGHT PARTNERS XI 18332127 F STRATEGIC PARTNERS VIII 8772127 F APOLLO INVESTMENT FUND IX 7539202 F BLACKSTONE REAL ESTATE PARTNER IX 7872063 F HPS SPECIALTY LOAN INTERNATIONAL FUND V-L, L.P. 4968947 F AMERICAN SECURITIES PARTNERS VIII 8875622 F CARLYLE REALTY PARTNERS VIII 2187322 F STRATEGIC PARTNERS INFRASTRUCTURE III 1418214 F ALPINVEST SECONDARIES FUND VII 2191133 F I-SHARES CORE S&P 500 ETF (IVV) 37322560 F PACIFIC FUNDS FLOATING RATE INCOME FUND (PLFRX) 40135432 F INSIGHT PARTNERS XII 3508084 F INSIGHT PARTNERS X FOLLOW-ON FUND 1112664 F 284168549 RETIREMENT BENEFITS-NONCURRENT 1197489 OTHER LIABILITIES 9796865 10994354 X PART X, LINE 2: FIN 48 (ASC 740) FOOTNOTE TO THE CORPORATION'S AUDITED FINANCIAL STATEMENTS PROVIDES THE FOLLOWING DISCLOSURE: 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, 2021. CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENTS 117061442 EUROPE 0 0 INVESTMENTS 11141334 NORTH AMERICA 0 0 INVESTMENTS 136639 EAST ASIA AND THE PACIFIC 0 0 INVESTMENTS 0 0 0 0 0 0 128339415 0 128339415 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 $124,857,747, WITH A YEAR-END VALUE OF $117,061,442. THE MAXIMUM AGGREGATE VALUE OF INVESTMENT IN EUROPE WAS $22,893,543, WITH A YEAR-END VALUE OF $11,141,334. THE MAXIMUM AGGREGATE VALUE OF INVESTMENT IN NORTH AMERICA WAS $1,112,345, WITH A YEAR-END VALUE OF $136,639. THE MAXIMUM AGGREGRATE VALUE OF INVESTMENT IN EAST ASIA AND THE PACIFIC WAS $661,291, 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. 1 MISSIONSQUARE FOUNDATION 777 NORTH CAPITOL ST NE STE 600 WASHINGTON DC 20002 881226333 501(C)(3) 20000000 0 SEE SCHEDULE I, PART IVTHE PURPOSE OF THIS TEN-YEAR PLEDGE-GRANT TO MISSIONSQUARE FOUNDATION WAS TO SUPPORT ITS WORK TO BUILD STRONGER COMMUNITIES AND CREATE LONG-TERM FINANCIAL RESILIENCY FOR FAMILIES. BOSTON COLLEGE CENTER FOR RETIREMENT RESEARCH 140 COMMONWEALTH AVENUE CHESTNUT HILL MA 02467 042103545 501(C)(3) 74668 0 SEE SCHEDULE I, PART IVTHE PURPOSE OF THIS GRANT TO BOSTON COLLEGE'S CENTER FOR RETIREMENT RESEARCH WAS TO FUND RESEARCH IN AREAS OF PUBLIC SECTOR FINANCIAL AND RETIREMENT SECURITY, INCLUDING RETIREMENT BENEFITS AND RETIREE HEALTHCARE MATTERS. FEEDING AMERICA 161 NORTH CLARK ST STE 700 CHICAGO IL 60601 363673599 501(C)(3) 25000 0 SEE SCHEDULE I, PART IVTHE PURPOSE OF THIS GRANT TO FEEDING AMERICA WAS TO SUPPORT ITS WORK TO PROVIDE FOOD SERVICES AND CRITICAL INFRASTRUCTURE TO COMMUNITIES IN NEED. MIRIAM'S KITCHEN 2401 VIRGINIA AVENUE NW WASHINGTON DC 20037 521331552 501(C)(3) 10000 0 SEE SCHEDULE I, PART IVTHE PURPOSE OF THIS GRANT TO MIRIAM'S KITCHEN WAS TO SUPPORT ITS WORK TO PROVIDE HOMELESS SERVICES TO COMMUNITIES IN NEED. 4 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 2021. THE CORPORATION MONITORS 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 474482 0 95554 0 22035 0 35198 0 18988 0 646257 0 0 LYNNE FORD PRESIDENT, CEO, DIRECTOR 624493 0 734560 0 31255 0 108585 0 31030 0 1529923 0 122000 0 DAI SHI TREASURER, CFO 328096 0 122500 0 190991 0 35315 0 14739 0 691641 0 134000 0 RHONDA MIMS AS OF 42621 SECRETARY, GENERAL COUNSEL 263696 0 0 0 39730 0 6154 0 19334 0 328914 0 0 0 ANGELA MONTEZ UNTIL 42521 SECRETARY, GENERAL COUNSEL 120266 0 293074 0 646835 0 37600 0 1929 0 1099704 0 170681 0 WAYNE WICKER SENIOR VICE PRESIDENT 497899 0 1072172 0 1251876 0 23200 0 42516 0 2887663 0 1000000 0 KAREN CHONG-WULFF MANAGING VICE PRESIDENT 384910 0 671224 0 23887 0 23200 0 29736 0 1132957 0 0 0 FLORA HEDRICK MANAGING VICE PRESIDENT 270333 0 510883 0 878 0 23200 0 2507 0 807801 0 0 0 DAVID TANGUAY CHIEF CLIENT SRVC OFFICER 171597 0 371250 0 77699 0 31858 0 26351 0 678755 0 0 0 MATTHEW BRENNER MANAGING VICE PRESIDENT 228783 0 337694 0 21886 0 23200 0 42147 0 653710 0 0 0 ELIZABETH GLISTA FORMER TREASURER, CFO 167275 0 179659 0 149078 0 38857 0 22662 0 557531 0 137927 0 MICHAEL GUARASCI FORMER TREASURER, CFO 0 0 212180 0 97929 0 8487 0 0 0 318596 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 2021, EIGHT 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 2021, 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. SENIOR VICE PRESIDENT, DAVID TANGUAY, SEPARATED FROM EMPLOYMENT DURING 2021. THE COMPENSATION TOTAL REPORTED IN FORM 990, SCHEDULE J, PART II, COLUMN B(III) INCLUDES $32,308, REPRESENTING A SEVERANCE PAYMENT THAT WAS TAXABLE TO THIS INDIVIDUAL. FORMER 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 $97,929, 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 2021, 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 2021 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 2021. WITH RESPECT TO THE 2010 PLAN, CERTAIN OTHER SENIOR EXECUTIVES WERE ELIGIBLE AND APPROVED PLAN PARTICIPANTS DURING 2021 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 2021, THIS GROUP INCLUDED THE FOLLOWING INDIVIDUALS: LYNNE FORD, DAI SHI, ANGELA MONTEZ, ELIZABETH GLISTA, AND DAVID TANGUAY. SECRETARY AND GENERAL COUNSEL, ANGELA MONTEZ, MET ALL SERVICE AND AGE REQUIREMENTS AND WAS VESTED UNDER THE 2010 PLAN. IN 2021, THIS PARTICIPANT SEPARATED FROM EMPLOYMENT, AND THE COMPENSATION TOTAL REPORTED IN FORM 990, SCHEDULE J, PART II, COLUMN B(III) INCLUDES $279,063, REPRESENTING A TAXABLE PLAN DISTRIBUTION MADE TO THIS PARTICIPANT PURSUANT TO THE REQUIREMENTS OF SECTIONS 61 AND 457(F) OF THE INTERNAL REVENUE CODE. FORMER TREASURER AND CFO, ELIZABETH GLISTA, MET ALL SERVICE AND AGE REQUIREMENTS AND WAS VESTED UNDER THE 2010 PLAN. IN 2021, THIS PARTICIPANT SEPARATED FROM EMPLOYMENT, AND THE COMPENSATION TOTAL REPORTED IN FORM 990, SCHEDULE J, PART II, COLUMN B(III) INCLUDES $137,927, REPRESENTING A TAXABLE PLAN DISTRIBUTION MADE TO THIS PARTICIPANT PURSUANT TO THE REQUIREMENTS OF SECTIONS 61 AND 457(F) OF THE INTERNAL REVENUE CODE. 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 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 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 2021. FORM 990, PART VI, SECTION A, LINE 2 GENERAL STATEMENT 2 DURING 2021, 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. IN ADDITION, LYNNE FORD, DAI SHI, AND RHONDA MIMS SERVED AS DIRECTORS AND OFFICERS OF THE MISSIONSQUARE FOUNDATION, A RELATED CHARITABLE ORGANIZATION DEDICATED TO BUILDING STRONGER COMMUNITIES AND CREATING LONG-TERM FINANCIAL RESILIENCY FOR FAMILIES. FORM 990, PART VI, SECTION A, LINE 4 GENERAL STATEMENT 3 DURING 2021, THE CORPORATION AMENDED ITS ARTICLES OF INCORPORATION TO INCREASE THE SIZE OF ITS BOARD OF DIRECTORS, FROM TEN TO UP TO THIRTEEN DIRECTORS. THE CORPORATION ALSO AMENDED ITS ARTICLES TO DESIGNATE INTERNATIONAL CITY/COUNTY MANAGEMENT ASSOCIATION (A RELATED SECTION 501(C)(3) CHARITABLE ORGANIZATION) AS THE PRIMARY TRANSFEREE OF THE CORPORATION'S ASSETS IN THE EVENT OF DISSOLUTION. SEE FORM 990, SCHEDULE R, PART II, AND THE RESPONSES TO PART VI, SECTION A, LINES 7A AND 7B. 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 AND 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 2021 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 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 2021, 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); RHONDA MIMS (SECRETARY AND GENERAL COUNSEL); ANGELA MONTEZ (SECRETARY AND GENERAL COUNSEL); ELIZABETH GLISTA (FORMER TREASURER AND CFO); WAYNE WICKER (SENIOR VICE PRESIDENT); DAVID TANGUAY (SENIOR VICE PRESIDENT) AND KAREN CHONG-WULFF (MANAGING 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 FORMS 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 THE CORPORATION HAS UNDERGONE A GOVERNANCE ASSESSMENT THAT INCLUDED EVALUATING THE NEED TO MAINTAIN CERTAIN OFFICER POSITIONS. IN CONNECTION WITH THIS ASSESSMENT, THE CORPORATION DETERMINED THAT IT HAD CLASSIFIED SEVERAL EMPLOYEES AS OFFICERS WHEN NOT REQUIRED FOR THESE EMPLOYEES TO PERFORM THEIR FUNCTIONS ON BEHALF OF THE CORPORATION. AS A RESULT, SIX OF THE CORPORATION'S ASSISTANT OFFICER POSITIONS WERE ELIMINATED EFFECTIVE FOR CALENDAR YEAR 2021. ALTHOUGH THESE ELIMINATED POSITIONS DO NOT MEET THE CRITERIA OF FORMER OFFICER REPORTING, THE FOLLOWING NAMES AND TERMS ASSOCIATED WITH EACH ELIMINATED OFFICER POSITION IS 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 159,829. ICMA-RC SERVICES LLC 777 NORTH CAPITOL ST NE WASHINGTON DC 20002 522138303 SEE PART VII DE 1237249 1136206 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 45249988 1097545 ICMA-RC DBA MISSIONSQUARE RETIREMENT VANTAGETRUST COMPANY LLC 777 NORTH CAPITOL ST NE WASHINGTON DC 20002 SEE PART VII NH 185755988 8486957 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 3149012 9474129 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.