INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION

Part 2A of Form ADV: Firm Brochure For Guided Pathways® Advisory Services October 30, 2025 MissionSquare Retirement 777 North Capitol Street, N.E. Washington, DC 20002-4240 800-669-7400 www.missionsq.org This Brochure provides information about the qualifications and business practices of MissionSquare Retirement. If you have any questions about the contents of this Brochure, please contact us at 800-669-7400. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. MissionSquare Retirement is an investment adviser registered with the SEC. Such registration does not imply any level of skill or training. Additional information about MissionSquare Retirement also is available on the SEC’s website at www.adviserinfo.sec.gov.  Item 2 Material Changes Since our last annual amendment to this Brochure on March 31, 2025 we have updated this Brochure for the following changes: On July 11, 2025 we updated the discussion in Item 8 regarding the assumptions Morningstar Investment Management LLC ("Morningstar") uses to develop investment advice for Guided Pathways Advisory Services clients. As a reminder, you can access additional information about the investment principles, assumptions and methodology Morningstar uses to generate the investment advice made available to you through our Guided Pathways Advisory Services by reviewing Morningstar's methodology summary document, which is available on the online interface for Managed Accounts and Fund Advice. You can access that interface by logging into your MissionSquare Account. In addition, we have noted in Item 8 that the digital investment advice platform used in Guided Pathways Advisory Services is sometimes referred to as a robo-adviser program. Please see Item 8 for more information. We updated the discussion in Item 13 regarding the types of account reviews you will receive through Guided Pathways Advisory Services. Please see Item 13 for more information. In order to improve your readability of this Brochure, we also have made clarifying edits in Item 4 regarding the process Morningstar uses to select a fund specific investment portfolio for you and we have included additional cross references in Items 4, 8 and 13. On October 30, 2025 we updated this brochure to provide additional information about the fee calculation process. Please see Item 5 for more information. 2  Item 3 Table of Contents Item 2 Material Changes .................................................................................................. 2 Item 3 Table of Contents ................................................................................................. 3 Item 4 Advisory Business ................................................................................................. 4 Item 5 Fees and Compensation ..................................................................................... 8 Item 6 Performance-Based Fees and Side-By-Side Management ......................... 10 Item 7 Types of Clients ................................................................................................... 10 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss .....................11 Item 9 Disciplinary Information .................................................................................... 14 Item 10 Other Financial Industry Activities and Affiliations .................................... 14 Item 11 Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading .............................................................................................................. 15 Item 12 Brokerage Practices ......................................................................................... 18 Item 13 Review of Accounts .......................................................................................... 19 Item 14 Client Referrals and Other Compensation .................................................. 20 Item 15 Custody .............................................................................................................. 20 Item 16 Investment Discretion ...................................................................................... 20 Item 17 Voting Client Securities ................................................................................... 21 Item 18 Financial Information .....................................................................................21 3  Item 4 Advisory Business MissionSquare Retirement is a Delaware non-stock, non-profit corporation established in 1972 that assists state and local governments and their agencies and instrumentalities and certain non-profit entities (“Plan Sponsors”) in the establishment and maintenance of deferred compensation and qualified retirement plans (“Retirement Plans”) for their employees. We offer a full range including of retirement plan administration services to Plan Sponsors, administration, recordkeeping, and education services. We have been an SEC registered investment adviser since 1983 and provide a number of different investment advisory services, including our Guided Pathways Advisory Services described in this Brochure. Since March 2007, we have offered Guided Pathways Advisory Services to participants in Retirement Plans that we administer. Since March 2013, we have offered Guided Pathways Advisory Services to investors in the MissionSquare IRA that we administer. In this Brochure we refer to your Retirement Plan or MissionSquare IRA account that we administer as your “MissionSquare Account”. Our Guided Pathways Advisory Services include: Managed Accounts – discretionary, ongoing investment management for allocation of your invested assets among the mutual funds and other pooled investment vehicles and investments (“funds” or “investment options”) available in your MissionSquare Account; and Fund Advice – nondiscretionary, point-in-time, individualized fund specific investment portfolio recommendations to help you select specific funds from among the funds available in your MissionSquare Account (also sometimes referred to as point-in-time Advice). The availability of Managed Accounts and/or Fund Advice to you will depend on the features of your MissionSquare Account. Please see Item 7 for additional information. We deliver Guided Pathways Advisory Services via a combination of online, mail, and telephone media as well as in-person meetings. Our representatives can deliver or facilitate the delivery of our Guided Pathways Advisory Services to you. As part of Guided Pathways Advisory Services, we have entered into a contract with Morningstar Investment Management LLC to serve as the Independent Financial Expert (“IFE”). Morningstar Investment Management is an SEC registered investment adviser and wholly owned subsidiary of Morningstar, Inc. In its role as IFE, Morningstar Investment Management (“Morningstar”) first 4  develops overall asset class allocation models. It then develops fund-specific investment portfolios for each of the asset class allocation models. Morningstar selects certain funds for the fund-specific investment portfolios from among the eligible funds available in your MissionSquare Account. If you are a participant in a Retirement Plan we administer, the funds eligible for inclusion in the portfolios are limited to only those funds chosen for the Retirement Plan by your Plan Sponsor. If you are a MissionSquare IRA investor, the funds eligible for inclusion in the portfolios are limited to those funds permitted by the MissionSquare IRA. Certain investment options are ineligible for inclusion in the portfolios recommended through Managed Accounts or Fund Advice, including assets you hold in a self-directed brokerage window in your MissionSquare Account. investment portfolio that Morningstar then selects the fund-specific it determines is most appropriate for you based on your personal and financial information and certain assumptions Morningstar uses in the advice process, as discussed further below. Morningstar may use information provided by independent third parties, such as mutual fund data or index providers, in the construction of advice. If you enroll in Managed Accounts discretionary management, once Morningstar selects the fund-specific investment portfolio for you, we then allocate the assets of your account in accordance with Morningstar’s selected portfolio. Typically, on a quarterly basis, or as you notify us of changes to your personal and financial information, Morningstar re-examines the investment portfolio to determine (1) whether to rebalance the funds within your existing portfolio, or (2) if a reallocation to a different investment portfolio is needed. If a new investment portfolio is needed, your assets will be reallocated and rebalanced to the new target asset allocation. Please see Item 8 below for additional information. If you receive nondiscretionary Fund Advice, Morningstar recommends the appropriate fund-specific investment portfolio, we deliver Morningstar’s recommendation to you, and then you choose whether to implement the recommendation. Morningstar employs Monte Carlo simulations to determine the likely annual retirement income that you will be able to sustain, through depletion of retirement savings, over a period greater than normal life expectancy. If you are retired and are enrolled in Managed Accounts, Morningstar provides a recommended withdrawal plan designed to optimize the tax efficiency of withdrawals from each available income source. Advice and recommendations are available through the online interface for Managed Accounts and Fund Advice. 5  Your Personal and Financial Information The advice and recommendations you receive through Guided Pathways Advisory Services are based on your personal and financial information that has been provided to us and certain assumptions Morningstar uses in the advice process. Please see Item 8 below for more information about the assumptions Morningstar uses. You are responsible for the accuracy and completeness of your personal and financial information. Your failure to keep your personal and financial information updated can materially affect the value of the advice and recommendations you receive through Guided Pathways Advisory Services. You should review your personal and financial information on a periodic basis and as needed. You can review and make any necessary updates to your personal and financial information, and review and refine some of the assumed data points Morningstar uses, through the online interface for Managed Accounts and Fund Advice. You can access that interface by logging in to your MissionSquare Account. Your personal and financial information is used to personalize the advice and recommendations you receive through Managed Accounts and Fund Advice. Personal and financial information includes certain required minimum data points, including but not limited to age, salary, savings rate, desired retirement age, and desired retirement income, as well as information about your MissionSquare Accounts, including MissionSquare Accounts that you inherited or received as the result of Qualified Domestic Relations Order (“QDRO”). Information about your MissionSquare Accounts will be shared with Morningstar and considered in Morningstar’s investment advice development process. If you hold assets in a self-directed brokerage window in your MissionSquare Account, those assets are ineligible for inclusion in the fund- specific investment portfolios recommended by Morningstar, as discussed above, but those assets will be considered by Morningstar in the investment advice development process at an allocation percentage determined by Morningstar, unless you indicate the actual allocation of those assets through the online interface for Managed Accounts and Fund Advice. We encourage you to provide additional relevant personal and financial information to help personalize the investment advice you receive, such as information about your spouse or partner, and assets you hold outside of your MissionSquare Account (“Outside Accounts”). If this information is not provided as part of your initial enrollment, you should use the online interface in order to provide any additional personal and financial information and ensure such information remains accurate and complete. While we do not provide Fund Advice or Managed Accounts with respect to your Outside Accounts, if you provide information about your Outside Accounts Morningstar will consider your Outside Accounts in the advice process. For example, if you provide sufficient information for Morningstar to know that your 6  Outside Assets are invested more in equity, Morningstar may recommend a more conservative investment portfolio when providing advice to you through Fund Advice and Managed Accounts. Conversely, if you provide sufficient information for Morningstar to know that your Outside Assets are invested more in cash or bonds, or if information is provided on a pension/defined benefit plan, Morningstar may recommend a more aggressive investment portfolio when providing advice to you through Fund Advice or Managed Accounts. If you provide information about your Outside Accounts, Morningstar may also provide you with a recommended asset allocation for those Outside Accounts as a whole. This information should not be considered advice to buy or sell any particular fund or other security or investment option. Your Risk Capacity and Using Morningstar’s Optional Risk Tolerance Questionnaire Morningstar uses its “total wealth” approach to assess objectively your personal and financial information, including your risk capacity. With the total wealth approach Morningstar considers both your financial assets as well as your nonfinancial assets. Nonfinancial assets include your human capital, which is your ability to earn money and save over the course of your life. Nonfinancial assets such as human capital are treated as relatively conservative assets, like bonds. Thus, if your total wealth is comprised largely of human capital and other conservative assets, Morningstar may recommend a more aggressive portfolio for you, and vice versa. for a 20% weighting in Morningstar’s In addition, Morningstar provides an optional risk tolerance questionnaire to help further personalize the investment advice you receive through Managed Accounts and Fund Advice. There is no guarantee that the results of the risk tolerance questionnaire will perfectly assess your risk tolerance. If you choose to complete the risk tolerance questionnaire, Morningstar will consider your responses when developing investment advice for you. The questionnaire target equity results account recommendations when constructing an advice portfolio for you, with the other 80% weighting coming from Morningstar’s total wealth determinations. Review and submission of the risk tolerance questionnaire must be completed by you, or by one of our representatives on your behalf and at your direction, through the online interface for Managed Accounts and Fund Advice. The forecast and recommendations Morningstar provides may involve more or less investment risk than you are comfortable with. Please see Item 8 for more information. 7  What Happens if You Choose to Exclude Funds from Morningstar’s Recommendations? You can request that certain funds in your MissionSquare Account be excluded from the investment advice you receive. However, if Morningstar determines that one of your requested fund restrictions prevents Morningstar from building an appropriately diversified portfolio for you, you will be required to remove the restriction in order to use our advisory services. If you enroll in Managed Accounts and apply one or more restrictions on your account, those restrictions will remain in place on your account until you instruct us otherwise. Fund restrictions and changes thereto must be submitted by you, or by one of our representatives on your behalf and at your direction, through the online interface for Managed Accounts and Fund Advice. Excluding one or more funds recommended by Morningstar from your investment portfolio may decrease the likelihood that you will achieve your retirement goals as calculated by Morningstar. Client Assets As of December 31, 2024, we managed $5,369,830,272 in assets under the Managed Accounts service, all on a discretionary basis. We do not manage assets for Fund Advice clients, as discussed above. Item 5 Fees and Compensation Managed Accounts. If you enroll in Managed Accounts, an annual advisory fee is charged based on the month-end assets in your enrolled MissionSquare Account(s) and is deducted pro-rata in arrears against all eligible investments in your Managed Account(s) on a monthly basis. If you enroll multiple accounts in Managed Accounts, the asset-based fee is based on the aggregate account balance for all of your enrolled MissionSquare Accounts. Our standard Managed Accounts Fee Schedule is shown below: Annual Fee Account Balance First $100,000 Next $200,000 Next $200,000 Over $500,000 0.50% 0.40% 0.30% 0.20% If your participation in Managed Accounts terminates before the last day of the month, the advisory fee is calculated using your aggregate account balance, prorated for the number of days each account is enrolled in Managed Accounts 8  for that month. Our fee system is typically updated (“record date”) to reflect your Managed Accounts unenrollment request the day following submission of your request. Your aggregate account balance as of that record date will be used to determine the advisory fee, unless the record date falls on a weekend or holiday, in which case your aggregate account balance as of the business day prior to the record date will be used. If you unenroll more than once during the billing period, the advisory fee is calculated using only your aggregate account balance from your most recent unenrollment request, prorated for the total number of days your accounts are enrolled in Managed Accounts for that month. Your account balance(s) used to determine the advisory fee does not consider transaction activity that occurs on the last day of your full or partial billing period because your account balance on that last day is determined using each fund’s opening unit balance on that day, times each fund’s closing night net asset value for that same day. If you are a participant in a Retirement Plan we administer, the standard Managed Accounts Fee Schedule may be waived or discounted by agreement between us and your Plan Sponsor. However, we will not negotiate our Managed Accounts Fee Schedule directly with you. Our standard Fee Schedule is subject to change as detailed in the agreement we enter into with you or, if applicable, your Plan Sponsor. Certain legacy clients of our Managed Accounts service pay fees lower than our standard Fee Schedule shown above. If you enroll multiple accounts in Managed Accounts, the lowest Fee Schedule available to you will apply to all of your enrolled Managed Accounts. The fees we charge for Managed Accounts may be lower or higher than the fees charged by other providers of similar services. Fund Advice. We do not charge you a separate advisory fee for Fund Advice. Other Fees You Pay If you invest in the funds made available in your MissionSquare Account, you will indirectly bear your proportionate share of the fees and expenses that are paid at the fund level and borne by all shareholders. These fees and expenses typically include, among others, investment advisory, transfer agent, custodial and distribution fees and portfolio brokerage costs that are paid by each fund and/or its underlying funds. Certain funds may charge a redemption fee on specific transactions. Transactions initiated under Managed Accounts may result in such redemption fees being charged to you. Any applicable redemption fees will be deducted directly from your account. These fund fees and expenses are in addition to the advisory fees we charge for Managed Accounts. 9  The funds available to you in your Retirement Plan are selected by your Plan Sponsor. The funds available to you in the MissionSquare IRA are limited to those funds permitted by the MissionSquare IRA. Only one share class of a fund is available to you in your Retirement Plan or MissionSquare IRA. A lower expense share class may be available to you in an account held outside of MissionSquare Retirement. Other Compensation We Receive We (or one of our affiliates) typically receive asset-based fees for providing investment advisory, recordkeeping, administrative and/or retirement plan administration services with respect to the funds in which you invest through your MissionSquare Account. Please see the response to Item 11, under Participation or Interest in Client Transactions, for a description of any potential conflict of interest from our receipt of these fees. Within your MissionSquare Account, you do not have the option to purchase funds recommended through Fund Advice or Managed Accounts through other brokers or agents. However, you do have the option to purchase some of these recommended funds outside of your MissionSquare Account through other brokers or agents. Item 6 Performance-Based Fees and Side-By-Side Management We do not receive fees from clients that are based on a share of capital gains on, or capital appreciation of, the assets in client accounts. Item 7 Types of Clients We only offer Guided Pathways Advisory Services in MissionSquare Accounts. The availability of these services to you depends on the features of your MissionSquare Account. If you are a Retirement Plan participant, your Plan Sponsor must expressly adopt Managed Accounts before we can make it available to you. There is no minimum account size required to participate in our Guided Pathways Advisory Services. However, if you enroll in Managed Accounts in your MissionSquare-administered Retirement Plan account and that account balance goes to $0 and you have retired or separated from service with the employer that sponsors that Retirement Plan, your account will be unenrolled from Managed Accounts. If you have more than one MissionSquare Account, you may have access to Managed Accounts and/or Fund Advice in one or more of those accounts. When you enroll in Managed Accounts (or confirm an existing enrollment) or implement the fund recommendations you receive through Fund Advice in one of your MissionSquare Accounts, you will be required to enroll in Managed implement the fund Accounts (or confirm an existing enrollment) or 10  recommendations you receive through Fund Advice in all of your MissionSquare Accounts that offer these services. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss All asset allocation guidance and fund recommendations provided to you through Guided Pathways Advisory Services is developed by Morningstar through its digital advice platform. Morningstar first constructs asset class allocation models to provide a spectrum of risk/reward choices appropriate for a broad range of investors. The allocation among asset classes is based on historic and projected returns and return patterns (standard deviations and correlations) for the asset classes. After the asset class allocation models are established, Morningstar then selects certain funds from among the eligible investment options in your MissionSquare Account to construct fund-specific investment portfolios for each of the asset class allocation models. Morningstar uses various quantitative criteria including style-based returns and tracking error, fund expense levels, and alpha. In addition, Morningstar conducts a qualitative review and assessment for each fund-specific investment portfolio prior to its recommendation. Morningstar monitors and reviews the model advice portfolios to ensure they stay in line with stated strategic asset allocation targets and continue to meet Morningstar’s investment criteria. If Morningstar determines a more attractive fund is available for one of its model advice portfolios, Morningstar may apply restrictions in order to phase the fund out of certain effected Managed Accounts over time, if Morningstar deems it appropriate in order to minimize large reallocations and/or short-term redemption fees to investors. For Retirement Plans, your Plan Sponsor has exclusive responsibility for selecting the Plan’s investment options, and those selections are made independent of Guided Pathways Advisory Services. For the MissionSquare investment options; however, we do not IRA, we select the available recommend the selection of any particular investment option for inclusion in Fund Advice or Managed Accounts. Morningstar’s investment portfolios are based on and specific to the eligible investment options available in your MissionSquare Account. Morningstar, however, does not determine the investment options upon which the investment portfolios are based. As discussed in Item 4 above, Morningstar selects the fund-specific investment portfolio that it determines is most appropriate for you based on your personal and financial information that has been provided to us and certain assumptions Morningstar uses in the advice process. These assumptions can have a significant impact on the advice you receive and relate to information such as inflation rates, retirement income goals, risk capacity, social security income, salary growth, and taxes. As discussed in Item 4 above, you can review and make any necessary updates to your personal and financial information, and 11  review and refine some of the assumed data points Morningstar uses, through the online interface for Managed Accounts and Fund Advice. You can access that interface by logging in to your MissionSquare Account. Please see Item 4 above for more information. For more information about the investment principles, assumptions and methodology Morningstar uses to generate the investment advice made available to you through our Guided Pathways Advisory Services, please see Morningstar’s methodology summary document, which is available on the online interface for Managed Accounts and Fund Advice. You can access that interface by logging into your MissionSquare Account. Discretionary Management Under Managed Accounts If you enroll in Managed Accounts, we will manage the eligible assets in your MissionSquare Account so that they generally align with the appropriate model advice portfolio recommended for you by Morningstar. Typically, on a quarterly basis, or as you notify us of changes to your personal and financial information, Morningstar re-examines the model advice portfolio to determine if reallocation to a different model advice portfolio is needed. If a new model advice portfolio is needed, your Managed Account will be reallocated and rebalanced to the new model’s target allocation. If a new model advice portfolio is not needed, Morningstar reviews the allocation of your Managed Account to determine if any fund deviates from the recommended model advice portfolio by more than an appropriate amount as determined by Morningstar. If it does, your Managed Account will be rebalanced by transferring assets among the currently designated funds to ensure your Managed Account is consistent with the target allocation of the recommended model advice portfolio. If a fund in your MissionSquare Account closes or is replaced with a new fund, your Managed Account assets will temporarily not be aligned with the model advice portfolio recommended for you by Morningstar. In addition, in certain instances rebalancing transactions can be temporarily delayed, such as when fund or account restrictions apply or when data validation errors occur. In these scenarios, your Managed Account will be realigned with the recommended model advice portfolio as soon as reasonably practicable based on the circumstances. Investment Risks As discussed in Item 4 above, the online interface for Managed Accounts and Fund Advice includes an optional personal risk tolerance questionnaire, which can help further personalize the investment advice you receive. If you choose to not complete the personal risk tolerance questionnaire, Morningstar will continue to objectively assess your risk capacity using its total wealth approach, but the investment advice provided under Guided Pathways Advisory Services 12  will not take into account, nor will it make any assumption related to, your personal risk tolerance determinations with respect to your investment objectives. If you choose to complete the questionnaire, the results will account for a 20% weighting in Morningstar’s target equity recommendations when constructing an advice portfolio for you, with the other 80% weighting coming from Morningstar’s total wealth determinations. For these reasons, the forecast and recommendations Morningstar provides may involve more or less investment risk than you are comfortable with. Our Guided Pathways Advisory Services rely on the digital advice platform of Morningstar (also sometimes referred to as a robo-adviser program). There are risks associated with relying on digital advice, which can include the following: the output of the digital advice depends upon the accuracy and completeness of the personal and financial information we receive; the digital advice relies on certain assumptions that may not reflect your particular needs or goals and may not be updated timely; and, if you enroll in Managed Accounts, your account will not be individually monitored by investment personnel and your account will not be rebalanced based on market conditions or other similar factors. In addition, investments in the funds recommended by Morningstar are subject to the risks associated with investing in mutual funds, collective funds, and other securities, and will not always be profitable. Investing in securities involves risk of loss that you should be prepared to bear. Although, each investment option available through your MissionSquare Account is subject to a degree of risk that could affect its performance, certain investment options entail additional risk specific to their asset class. For example, high yield bond investments are subject to increased risk of default, compared to higher rated securities. Foreign investments are subject to greater risks of currency fluctuations and political uncertainty. Equity securities of companies with relatively small market capitalization may be more volatile than securities of larger, more established companies. Specialty funds invest in a limited number of companies and are generally non-diversified. This is not intended to be an exhaustive list of risks associated with investment options. You should regularly review the disclosure materials for the investments in your MissionSquare Account(s) to understand the risks of each investment. Considerations for Participants in Retirement Plans with the MissionSquare Retirement IncomeAdvantage Fund The MissionSquare Retirement IncomeAdvantage Fund no longer accepts transfers or new contributions. Participants can remain in the Fund but are not able to add new money. Existing money in the Fund continues to receive guarantees. If you are invested in the MissionSquare Retirement IncomeAdvantage Fund (the Fund), you are not eligible to participate in Managed Accounts or Fund 13  the MissionSquare Retirement IncomeAdvantage Fund Advice in any of your MissionSquare Accounts. If you sell your investment in the Fund, you will lose the guarantees you have associated with that Fund. Please see Important Considerations document for more information. The MissionSquare Retirement IncomeAdvantage Fund invests in a separate account under a group variable annuity issued by a third-party insurance company. The separate account, in turn, invests in underlying collective trust funds that are subject to the risks associated with investing in those vehicles. Insurance guarantees (i.e., the ability of the MissionSquare Retirement IncomeAdvantage Fund to allow you to make periodic withdrawals after your account balance has been depleted) are provided by the third-party insurance company and are based on that company’s claims paying ability. your Retirement Plan includes the MissionSquare Retirement If IncomeAdvantage Fund and you would like more information on the Fund, please review the Fund’s disclosure documents. These are available to you by logging into your MissionSquare Account. Item 9 Disciplinary Information Not Applicable. Item 10 Other Financial Industry Activities and Affiliations Banking Institution VantageTrust Company, LLC (“VTC”) is a New Hampshire non-depository trust company and is one of our wholly owned subsidiaries. VTC is the sole trustee of VantageTrust, VantageTrust II and VantageTrust III (collectively, the “VT Trusts”), trusts established and maintained by VTC for the purpose of the collective investment and reinvestment of assets of certain tax-exempt, deferred compensation and qualified retirement plans, retiree welfare plans, related trusts and certain other eligible investors. We (and some of our affiliates) are compensated for certain recordkeeping, management, and administrative services provided to VTC for the benefit of the eligible investors within the VT Trusts. VTC also serves as the qualified custodian for clients’ Managed Accounts. Please see Item 15 for more information. Some of our management persons are also management persons of VTC. Investment Adviser MissionSquare Investments is one of our wholly owned subsidiaries and is an SEC registered investment adviser. MissionSquare Investments provides investment advisory and management services to VTC with respect to certain investment options of the VT Trusts (referred to in this Brochure as our “in-house 14  funds”), including in-house funds that are made available in certain Retirement Plans that we administer. Some of our management persons are also management persons of MissionSquare Investments. Broker-Dealer MissionSquare Investment Services is one of our wholly owned subsidiaries and is a broker-dealer registered with the SEC and is a member of FINRA. Some of our management persons are also management persons and registered representatives of MissionSquare Investment Services. MissionSquare Investment Services markets our in-house funds solely to Plan Sponsors and other institutional clientele. MissionSquare Investment Services does not provide fund recommendations to you or other participants in Retirement Plans. Collective Trust Funds Certain Retirement Plans that we administer include our in-house funds. These are primarily structured as collective trust funds or “CITs.” These funds are easily identified because their names typically start with “MSQ” or “MissionSquare.” Some of our in-house funds invest in our other in-house funds. For example, our target-date funds, the MissionSquare Retirement Target Funds, invest in other MissionSquare Funds. receives asset-based fees for The We receive asset-based fees for administrative services provided to VTC with respect to our in-house funds. Our wholly owned subsidiary, MissionSquare Investments, investment advisory and administrative services provided to VTC with respect to certain in-house funds. MissionSquare Investments has entered into agreements with subadvisors for the performance of some or all of its advisory duties and responsibilities relating to certain of these funds. MissionSquare Investments retains the responsibility and authority to monitor and review the performance of each subadvisor it engages, and VTC retains oversight of MissionSquare Investments’ advisory responsibilities. investment advisory fees paid to MissionSquare Investments are in addition to any fees paid to the subadvisors. Conflicts Please see the response to Item 11, under Participation or Interest in Client Transactions, for a description of any potential conflict of interest from the above financial industry affiliations. Item 11 Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading Code of Ethics 15  We adopted a Code of Ethics pursuant to Advisers Act Rule 204A-1 to help us meet our fiduciary obligations to our advisory clients to act in their best interests and to subordinate our interests and our teammates’ interests to the interests of our advisory clients. The Code of Ethics helps to ensure that our teammates avoid or appropriately manage conflicts with the interests of our advisory clients. Under the Code of Ethics, all of our teammates are required to comply with ethical restraints relating to our advisory services, including restrictions on giving or receiving gifts or entertainment from or to clients or other third parties in violation of our gifts and business entertainment policy. Our Code of Ethics also addresses the SEC’s “pay-to-play” rule, which is designed to prevent investment advisers from making political contributions or hidden payments in an effort to influence their selection by government officials to provide advisory services to government entities. Our Code of Ethics prohibits political contributions to certain state and local government officials, restricts using third party solicitors for potential clients unless those solicitors are subject to the pay to play rule, and implements a ban on engaging in fundraising activities for certain officials, political action committees, as well as state and local political parties. Our Political Contributions Policy contained in the Code of Ethics applies to all officers and employees with us or one of our affiliated entities regardless of position, responsibility or title. Exceptions to the political contribution prohibition are possible only upon approval of our Chief Compliance Officer (“CCO”) and only if, among other things, the amount of the contribution is the lesser of $150 per year or per election. Also, as part of the Code of Ethics, we have adopted procedures to control the use of material, non-public information. These procedures take into account that we may, and our related persons may, from time to time come into possession of material nonpublic and other confidential information which, if disclosed, might affect an investor's decision to buy, sell or hold a security. Under applicable law, we are prohibited from improperly disclosing or using such information for our personal benefit or for the benefit of any other person, regardless of whether such other person is one of our advisory clients. Accordingly, if we come into possession of material non-public or other confidential information with respect to any company, we may be prohibited from communicating such information to, or using such information for the benefit of, our clients, and we have no obligation or responsibility to disclose such information to, nor responsibility to use such information for the benefit of, our clients when following policies and procedures designed to comply with law. A copy of the Code of Ethics is available to any client or prospective client upon request. Participation or Interest in Client Transactions 16  Fund Advice and Managed Accounts may be made available to you if you are a participant in a Retirement Plan we administer. Through the Retirement Plans we administer we make available our in-house funds as well as third-party funds. With respect to MissionSquare IRA accounts, we make available third-party funds. As described above in Item 10, certain in-house funds invest in other in- house funds. When we make the in-house funds available to you a conflict of interest exists because we (or one of our wholly owned subsidiaries) receives compensation in the form of advisory and/or administrative fees based on the assets invested in our in-house funds. Additionally, we receive administrative fees from our third-party fund settlement and clearing agent (“Clearing Agent”) for providing administrative and other services based on Retirement Plan assets invested in third-party funds. These administrative fees come from payments made by third-party funds to the Clearing Agent. We may credit or make payments to certain Retirement Plans or employers based, in part, on anticipated administrative fee income from our Clearing Agent or we may reduce the fees charged to Retirement Plans or employers for plan administration or other services based on such anticipated fee income that we expect to receive (“administrative allowances”). These administrative allowances are negotiated, may not be directly tied to the payments we receive, and may be more or less than actual payments received. Any such crediting, allowance, or fee reduction arrangement is described in the Administrative Services Agreement we enter into with each Retirement Plan. We select the MissionSquare IRA investment options. However, we do not recommend the selection of any particular investment option for inclusion in Fund Advice or Managed Accounts. We are not acting as a fiduciary when we select the MissionSquare IRA investment options. As described above, we will receive compensation based on your allocation of assets among investment options within the MissionSquare IRA. cannot influence the Because of the above, a potential conflict of interest exists when we provide Managed Accounts or Fund Advice because we also receive the additional compensation described above. In handling this potential conflict, we have designed these services in accordance with the United States Department of Labor Advisory Opinion 2001-091A (the “Advisory Opinion”). The Advisory Opinion provides an authorization for retirement plan and IRA providers to offer investment advice to their participants provided, among other things, that the advice is generated by an Independent Financial Expert (“IFE”). We have selected Morningstar to act as the IFE. Under the Advisory Opinion and our contract with Morningstar, we investment recommendations generated for you by Morningstar. Thus, all of the specific fund recommendations you receive through Managed Accounts and Fund Advice come from Morningstar, not MissionSquare Retirement. 17  We disclose the specific fees and expenses, as well as the compensation received from third-party funds, associated with your Retirement Plan’s investment options to your Plan Sponsor, who has a fiduciary duty to select the investment options that are made available to you and the other participants in your Retirement Plan. Personal Securities Trading We (including our teammates) are not obligated to refrain from recommending, buying or selling any security that we recommend to our clients, and may buy or sell for our own accounts, or for the accounts of any other client, any such security. Because certain of our teammates (defined as “Access Persons”) may invest in the same securities as our clients, there exists a potential conflict of interest from placing their own personal interests ahead of those of our clients. There is also a potential conflict from our Access Persons having access to material, non-public information about the investments of our clients and using such information for personal gain in breach of our fiduciary duty to our advisory clients. In order to address these conflicts, we have implemented a Personal Securities Trading Policy that governs the personal investing activities of our Access Persons. The Personal Securities Trading Policy is designed to prevent unlawful practices in connection with personal securities trading of our teammates. Access Persons are required to pre-clear certain securities trades and provide quarterly reports of their personal transactions. In addition, Access Persons must direct their brokers to provide copies to the CCO or the designee of all brokerage confirmations relating to all personal securities transactions in which they have a beneficial ownership interest. A copy of the Personal Securities Trading Policy is available to any client or prospective client upon request. We have also taken steps to ensure that teammates who manage investments for our own corporate portfolio do not misuse confidential information about client investments. We require that trades for the corporate portfolio be placed in accordance with pre-clearance guidelines that mirror those in the Personal Securities Trading Policy. Additionally, our teammates that participate in the investment decision and transaction must attest that the trade was not based on material non-public information and that the trade does not conflict with the interests of other accounts managed by us or our affiliates. Item 12 Brokerage Practices Fund Advice. Not applicable. We do not maintain an advisory client account for you in connection with Fund Advice. Under our nondiscretionary Fund 18  Advice service, Morningstar recommends the appropriate fund-specific investment portfolio for you, we deliver Morningstar’s recommendation to you, and then you choose whether to implement the recommendation in your MissionSquare Account. funds that are included in the Managed Accounts. You are not permitted to direct us to use specified brokers in performing portfolio transactions within the Managed Accounts service. In our role as recordkeeper for your MissionSquare Account, we batch purchase and sale requests from participants, including advisory clients and non-clients, for investment portfolios Morningstar recommends. Such transactions are completely filled for all participating accounts on the date of the transaction. Because such orders are for funds that are priced only once per day, the aggregation process does not have a material effect on the quality of the execution as all orders received in good order before 4:00pm (ET) will receive the same execution price. Item 13 Review of Accounts Investment advice provided to you through Guided Pathways Advisory Services is developed by Morningstar, the Independent Financial Expert. We do not have any input into Morningstar’s recommendations. Please see Item 4 for more information. However, we do review the services Morningstar provides and the methodology it uses in its role as Independent Financial Expert, including but not limited to at least annual reviews designed to ensure Guided Pathways Advisory Services continues to be delivered in accordance with applicable laws and the terms of our agreement with Morningstar. These reviews are typically conducted by our product and operations personnel. . Fund Advice. As described in Item 4 above, Fund Advice is a point-in-time service. Thus, you will not receive ongoing account reviews or periodic reports as part of Fund Advice. You should review your accounts on a regular basis. Changes to your personal and financial information and changes to the investment option lineup in your MissionSquare Account can impact the Fund Advice you receive. You can request updated Fund Advice at any time through the online interface for Managed Accounts and Fund Advice. Managed Accounts. As described in Item 4 above, if you are enrolled in Managed Accounts, typically on a quarterly basis or as you notify us of changes to your personal and financial information Morningstar re-examines your investment portfolio to determine whether a rebalance or reallocation of your investment portfolio is needed. In its role as Independent Financial Expert, Morningstar conducts these portfolio reviews, not us. If changes to your investment portfolio are needed, we will reallocate or rebalance your account to align with Morningstar’s recommendation. Please see Item 4 and Item 8 for more information. If you are enrolled in Managed Accounts, reports outlining portfolio holdings and account performance are provided to you quarterly. In 19  financial addition, if you are enrolled in Managed Accounts, we will periodically remind you of your ongoing responsibility to confirm the accuracy and completeness of your personal and information upon which the advice and recommendations you receive are based. Any materials required or desired to be sent to you shall be sent to your most recent email or physical address received by us. Our receipt of a valid email address for you is a requirement for your participation in Fund Advice and/or Managed Accounts. You must have the ability to read, download and retain documents provided to you via email or via access to our online Fund Advice and Managed Accounts interface. Item 14 Client Referrals and Other Compensation We do not pay third parties for advisory client referrals. We do compensate certain of our own employees to solicit Managed Accounts clients. Such compensation is based on the amount of new assets enrolled in Managed Accounts that is attributable to clients solicited by the employee. This structure creates an incentive for our employees to recommend Managed Accounts to you based on the compensation they will receive. We structure all endorsements and testimonials related to our investment advisory services in accordance with applicable laws. Item 15 Custody If you are enrolled in Managed Accounts, the assets in your account are maintained in your name by VTC, the “qualified custodian” as defined in Rule 206(4)-2 under the Investment Advisers Act of 1940, as amended. VTC is one of our wholly owned subsidiaries (see Item 10). VTC is located at 777 North Capitol Street, NE, Washington, DC 20002. As the qualified custodian, VTC will send account statements to you on a quarterly basis. You should carefully compare the account statements that you receive from VTC with the quarterly statement that you receive from us. Item 16 Investment Discretion Fund Advice. Fund Advice is a nondiscretionary investment advisory service. This means that under Fund Advice Morningstar recommends the appropriate fund-specific investment portfolio for you. We then deliver Morningstar’s recommendation to you. You then choose whether to implement the recommendation in your MissionSquare Account. Managed Accounts is a discretionary Managed Accounts. investment management service. This means that we allocate eligible assets in your MissionSquare Account in accordance with the investment portfolio Morningstar selects and without seeking your pre-approval for each investment transaction. 20  Before we accept discretionary authority, we enter into an advisory contract with you and/or the Plan Sponsor of your Retirement Plan. Item 17 Voting Client Securities We do not have the authority to vote securities for clients of our Guided Pathways Advisory Services (including Managed Accounts). Individual clients that are also shareholders will receive their proxies or other solicitations directly from their custodian or a transfer agent. We do not provide advice about how you should vote your proxies. Item 18 Financial Information Not Applicable. 21