Form 990 for tax year 2025

Totals

Total revenue

$4,813,441

Total expenses

$4,388,758

Contributions and grants received

$54,423

Grants paid

$0

Program service revenue

$4,499,781

Investment income

$259,237

Other revenue

$0

Total assets, end of year

$13,947,253

Total liabilities, end of year

$3,240,633

Net assets or fund balances, end of year

$10,706,620

Program services expenses (Part IX)

— not reported

Management and general expenses

— not reported

Fundraising expenses

— not reported

Program service expenses (Part III)

— not reported

Line items

Every line the filer filed in Parts VIII, IX and X, as filed and in filed order. Blank columns are left out, and the lines are not forced to add up to the totals above.

Mission and programs · 2025

• EDUCATION AND RESEARCH: IN 2025 CII HOSTED TWO PRIVATE NATIONAL CONFERENCES WITH MORE THAN 900 MEMBER ATTENDEES. OUR CONFERENCES OFFER MEMBERS OPPORTUNITIES TO INTERACT, EXCHANGE PERSPECTIVES ON CORPORATE GOVERNANCE AND OTHER ISSUES RELEVANT TO INVESTORS. THE CONFERENCES OFFER OPTIONS FOR MEMBERS TO HOST THEIR OWN PANEL SESSIONS, HOLD PRIVATE ENGAGEMENT MEETINGS, AND INCLUDE OPPORTUNITIES TO INTERACT, ADVOCATE AND ENGAGE. CII USES ITS MEMBER-APPROVED CORPORATE GOVERANCE POLICIES AS A BASIS TO DISCUSS ISSUES OF IMPORTANCE TO EACH OF OUR CONSTITUENCY GROUPS. FOR THE FIFTH YEAR, CII CO-HOSTED AN IN-PERSON PROFESSIONAL EDUCATION PROGRAM IN PARTNERSHIP WITH NYU SCHOOL OF LAW'S INSTITUTE FOR CORPORATE GOVERNANCE AND FINANCE.CII RELEASED MORE THAN 20 EDUCATIONAL EPISODES ON THE "VOICE OF CORPORATE GOVERNANCE" PODCAST, AND COORDINATED MORE THAN 20 EDUCATIONAL WEBINARS, ON A WIDE RANGE OF TOPICS RELATED TO CORPORATE GOVERNANCE, SHAREHOLDER RIGHTS AND CAPITAL MARKETS REGULATION AND LEGISLATION. CII PUBLISHED UPDATES TO OUR MEMBER COMMENT OPPORTUNITY TRACKER AND OTHER STEWARDSHIP RESOURCES. CII AND THE CII-REF WERE ALSO CY PRES RECIPIENTS. IN 2025 CII PUBLISHED "BEHIND THE VEIL: RISKS TO CHINESE COMPANIES AND THE VIE STRUCTURE" AS WELL AS "PROXY ADVISORS AND INSTITUTIONAL INVESTORS: FACTS AND CLARIFICATIONS".

• ADVOCACY AND ENGAGEMENT: CII USES ITS MEMBER-APPROVED CORPORATE GOVERNANCE POLICIES TO ADVOCATE FOR BEST PRACTICES IN A VARIETY OF REALMS. OUR POLICIES PROVIDE A FOUNDATION FROM WHICH CII ADVOCATES ON MATTERS OF IMPORTANCE TO MEMBERS. THEY ARE BEST-PRACTICE GUIDELINES BUT ARE NOT BINDING ON CII MEMBER FUNDS.CII U.S. ASSET OWNER MEMBERS MET TWICE IN 2025 AND APPROVED: (1) AN AMENDMENT TO CII'S CORPORATE GOVERNANCE POLICIES ON INCORPORATION AND REINCORPORATION FOR COMPANIES, (2) AN AMENDMENT AND NEW POLICY RELATING TO COMPANIES WITH STEALTH DUAL CLASS STOCK STRUCTURES. CII WORKED CONSISTENTLY DURING THE YEAR TO ADVOCATE FOR IMPROVED CORPORATE GOVERNANCE PRACTICES, AND TO DEFEND SHAREHOLDER RIGHTS AND PROTECTIONS, ISSUING MORE THAN TWENTY COMMENT LETTERS, ENGAGING WITH REGULATORY AGENCIES, LEGISLATORS, AND OTHER POLICYMAKERS FROM STATE, FEDERAL AND INTERNATIONAL JURISDICTIONS.CII ALSO FACILITATED MEETINGS FOR INVESTOR AND PUBLIC COMPANY MEMBERS TO ENGAGE IN PRIVATE, ONE-ON-ONE OR IN SMALL GROUP MEETINGS IN CONJUNCTION WITH CII'S FALL CONFERENCE.

As filed on the 2025 return. The filer continues this part on Schedule O, which is not shown here.

Listed in Part VII

Compensation is as filed in Part VII: reportable pay from this organization and from related organizations, other compensation, and hours per week. The total, marked calculated, is our sum of the three dollar columns, with a blank column counted as $0; the form itself has no total. On a Form 990-EZ the columns are Part IV's instead, and on a Form 990-PF Part VIII's — compensation, contributions to benefit plans, and expense account — and the total sums those. A Schedule J breakdown is as filed: base pay, bonus, other, deferred compensation and nontaxable benefits from this organization, with any from related organizations beside each, and the filer's own total. It is shown with the Part VII listing of the same name on the same return. The form gives no key between the two, so that pairing is ours, and is marked matched by us.

Schedule J

Part I's answers as filed. A line not listed was left unanswered; on lines 1a and 3 that means the box was not checked.

Grants on this return

No itemized grants to organizations on this return.

Related organizations on this return

Schedule R Part II: tax-exempt organizations related to the filer by control. It does not record shared board members or money.

• CII RESEARCH AND EDUCATION FUND

  501(C)(3) · EDUCATIONAL · DC · controlled entity

  Directly controlled by COUNCIL OF INSTITUTIONAL INVESTORS

Provenance

Return type

form_990

Tax year

2025

Filed

17 July 2026

IRS schema version

2025v4.2

Source object

202631989349300013

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