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GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM OF THE VIRGIN ISLANDS REGULAR MEETING OF THE BOARD OF TRUSTEES St. Thomas/St. Croix Monday, December 9, 2024 10:00 am ** AGENDA ** I. Call to Order II. Roll Call III. Comments and Suggestions from Retirees IV. Comments and Suggestions from Active Members V. Secretary’s Minutes (Regular: 10/24/24; Special: 11/18/24) VI. Communications and Correspondences VII. Chairperson’s Report VIII. Administrator’s Report IX. Committee Reports X. Treasurer’s Report XI. Investment Officer’s Report XII. REGULAR SESSION A. New Business (i). 2025 Board Meeting Calendar XIII. EXECUTIVE SESSION This portion of the meeting will be closed to the public for matters pertaining to trade secrets / or financial or commercial information/ or personal/ or legal matters; or matters whose premature disclosure will frustrate the implementation of the proposed agency action. A. New Business (i). Williams & Williams Retainer Agreement XIV. Privileges of the Floor XV. Adjournment GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING The Regular Meeting of the Board of Trustees was called to order at 10:03a.m. At roll call, Trustees present were Nellon Bowry, Andre’ T. Dorsey, Vincent G. Liger, Leona E. Smith, and Dwane Callwood. The meeting was held in person and via Zoom. Trustees not present during roll call were Ex-Officio Cindy L. Richardson, Ronald E. Russell (excused). A quorum was established with 5 voting Trustees present. Staff in attendance: Angel E. Dawson, Administrator/CEO, Ishmael A. Meyers Jr., General Counsel, Asiah Clendinen Gumbs, Senior Deputy Administrator, Michele Nico, Deputy Administrator, Glenville Henderson, Investment Analysts, Jahmed Mills, Director of Retail, Dining, and Entertainment/Property Manager — Havensight, Roy Moorehead, Assistant Property Manager / Chief of Security — Havensight, Dannica Thomas, Director, Communications, Engagement & Organizational Effectiveness, Ucilla Austrie, Co-Director of Accounting and Finance Division/Accounting Coordinator, Ms. Jerain Fleming, Executive Assistant to the Administrator, LeSean Moses, Computer and Benefits Systems Technician, IT, Nikia Coley, Administrative Assistant to the Board, Zaida M. Castro, Legal Secretary to the General Counsel Also, present at the meeting were Pedro K. Williams, Board Counsel, Ms. Desiree Hill, Stenographer and Ms. Florine Audain — Hassell, Assistant Director for Division of Personnel; representing Ex-Officio Richardson. Comments and Suggestions from Retirees None Comments and Suggestions from Active Members None Secretary’s Minutes (Regular 10/24/2024) A motion was made by Trustee Smith to accept the minutes of October 24, 2024, and seconded by Trustee Dorsey. The motion passed with Yes 5 (Bowry, Dorsey, Liger, Smith, and Callwood), I absent (Russell) Secretary’s Minutes (Special Board Meeting - 11/18/2024) A motion was made by Trustee Dorsey to accept the minutes of the Special Board meeting on November 18, 2024, and seconded by Trustee Dorsey. The motion passed with Yes 5 (Bowry, Dorsey, Liger, Smith, and Callwood), 1 absent (Russell) Communication and Correspondences None Chairman’s Report No Report. GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Administrator’s Report MEETINGS, PRESENTATIONS, AND APPEARANCES October 24 Board Meeting — St. Croix October 24 Sixty-fifth Anniversary Open House on St. Croix October 25 Sixty-fifth Anniversary Open House on St. Thomas October 29 Investment Committee Meeting October 30 Update Meeting with IDEAS October 31 Havensight Brand and Enculturation Review November 4 Meeting with WAPA CEO and CFO November 6 Meeting re. V.I. Government “Leave Bank” November 7 Meeting with Design District re. undeveloped properties November 18 Special Board of Trustees Meeting November 22 Retiree Annual Bonus Payments issued November 29 Friday Night (@Havenisght (Black Friday Edition) December 3 Data Clean-Up Meeting December 4/5 Meetings to review Linea Solutions proposed Statements of Work GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Member Services Retirement Applications - as of November 15, 2024 2015 2016 2017 2018 2019 2020 2021 STX 147 111 118 177 143 114 165 STT 447 484 Ss waza 126 «6178 Total 294 275 245 401 315 240 343 Processed 293 «6275 248 401 315 240 8343 Remaining 1 09 _9 9 9 —2 _90 %Completed 99% 100% 100% 100% 100% 100% 100% Contributions Processing-Refunds and Death Benefits October 1, 2024 ~ September 30, 2025 Refunds No. of Cases Completed Total Amount Regular 36 $731,712.16 Erroneous 1 1,269.24 Employer Share 0 0 Overpayment 32 62,324.88 Total 69 $795,306.28 Death Benefits No. of Cases Completed _Total Amount_ Active 4 $ 92,792.92 Retired 0 0 Total 4 $ 92,792.92 2022 2023 2024 2025 142 135 126 6 184 _159 139 W—1 326 294 «265 7 324 281 425 —0 _2 23 440 _7 99% 96% 47% 0% # Cases Pending 36 1 0 32 69 # Cases Pending 4 0 4 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Accounting Department Annuity Payments No. of retirees as of November 15, 2024, payroll: 8766 Cumulative dollar paid out from October 1, 2024 - November 15, 2024 700 ‘| Pensioners $0.00 702 ‘| Service Retirement Annuities 33,021,974.99 703 | Survivors’ Annuities 217,975.12 704 Duty-Connected Death Annuities 320.43 705 | Duty-Connected Disability Annuities 394,846.17 706 Non-Duty Disability Annuities 200,460.30 Totals 33,835,577.01 Number of retirees added to payroll from October 1, 2024 —- November 15, 2024. 38 Number of retirees added to the payroll for November 15, 2024, pay date. 17 Number of retirees expected to be placed on payroll for November 29, 2024, pay date: 15 Number of retirees deleted from payroll from October 1, 2024, through November 15, 2024: 42 Note: As of 11/15/24 payroll, the Gross Retiree Payroll has arrived at $ 11,282,075.07 Disbursement by Location as of 11/15/2024 Total Total Total Location Count Checks ACH Puerto Rico & Other islands 67 8 59 United States 1682 26 = 1656 International 6 2 4 1755 36 ©1719 St. Thomas 4104 74 4030 St. Croix 3489 5S 3434 St. John 229 6 223 7822, «135s 7687 Total disb. 9577 171 9406 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM LOAN PORTFOLIO UNITS MIR cris iar rt ctor Active Personal Loans 2158 1073 1085 Retiree Personal Loans 177 98 79 Total Active Loans 2335 1171 1164 Construction/Home Improvement 19 11 Land 22 19 Purchase/Refinance 26 19 Totals 67 49 18 TOTAL LOANS & MORTGAGES 2,402 1,220 1,182 TOTAL OUTSTANDING NOVEMBER 2024 - Active PL 18,888,543.30 $ 9,429,906.64 $ 9,458,636.66 Retiree PL - 581,897.22 318,050.20 263,847.02 Purchase/Refi - 1,149,659.11 822,963.48 326,695.63 Construction 1,553,958.73 904,523.44 649,435.29 Land Loans 336,763.92 320,692.83 16,071.09 GRAND TOTAL 22,510,822.28 $ 11,796,136.59 $ 10,714,685.69 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Operations St. Croix Office Complex PROJECT: Parking Lot lamps Repair & Upgrading e This project was budgeted. St. Thomas Office Complex BUILDING: e ARS is 100% complete with the Southern Flat Roof Renovation ¢ Work to replace the Western flat roof will begin the week of Dec. 9" Havensight Mall Hotel Development The hotel project is 74% completed. Guestroom windows and roof work is nearing completion. The goal is to have a dry building by Christmas and have a major push toward interior finish work and completion by May 2025. GENERATORS Update- IMPORT SUPPLY e Manufacture vent and ducts - Awaiting delivery e The building’s interior electrical (lights, receptacles, etc) - (100% Work Complete) Rental Collection Office Buildings Rental and Electricity Collections — Exhibit A (below) November 2024 Total FYTD Arrearages Rental $17,908.42 $79,473.72 $113,295.00 Electric $16,573.96 $32,166.13 $125,214.96 Total $34,482.38 $111,639.85 $238,509.96 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING RENTAL — EXHIBIT A November 2024 Collection Rental Rental Year-To- | Electrical Year-To- Electrical ae Rental Electrical Collection! Collection Date Collection for} Date Collection Late Charge FY 2025 for FY 2025 P v ws J . Arrearage | Arrearage Department of Justice $ 15,660.00 Oct. Nov Sept Oct $ 1588000] $ _ in $ 74.126 00 | $ 65,286 53 Rent Electric Division of Personnel duly Aug, 18.014 08 1474057 59.4373 OctHow Rest Elecine Septet. FirstBank 291.16 127-27 30412 253.83 567.96 Opthalmology Consultants 6.556 36 13,112.72 LLC fatt Plessen Eye, 11C_ADMIN 4120.56 8,250.12 ee Plessen Eye, LLC_ADMIN STORAGE 997 40 1,194.80 4,104.80 4 c- Plessen Eye, LLC_ASC 4.52421 9,048.42 1,803.73 Equus Workforce Solution ee 3,807.46 4544.73 6110.49 Oct, Biectric Vi Casino 24,933 00 24,933.00 rai Vi Police Department Total income Received $17,908.42 16,573.96 T9A73.12 32,166.13 114,839.85 143,296.00 125,214.96 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Administrator Dawson mentioned some end-of-the-year highlights for the year 2024, such as the following. e The agency hosted its 2nd Retiree Social function on December 9th at the St. Croix Complex and on December 12th for St. Thomas at Havensight Mall: e completed comprehensive re-organization within the agency; e restart of the limited Loan Program, which issued about 2,000 loans with a limit of $20M evenly divided within the districts; e re-branding of the Havensight Mall will occur in the year 2025; e re-allocation of Investments as recommended by the Investment Committee and approved by the Board of Trustees; e ended the year with a positive net cash flow; e renewed the contract with VITECH, the pension’s network software provider for GERS, as the agency prepares to migrate from V3 to V10. Questions for the Administrator Trustee Bowry inquired about the November 4th meeting with WAPA’s CEO and CFO; Administrator Dawson will provide additional information at the Executive Session. Committee Reports. (a) Investment Committee — Chairman Callwood — The committee met on October 29th and received an update of Investment advisors and actuary. The result of the meeting was two recommendations to improve the System’s portfolio which were adopted in the November 18th Special Board meeting. (b) Development Committee — Trustee Leona E. Smith — No Report (c) Budget/Audit Committee Report — Chairman Callwood — No Report (d) Policy Committee Report- Trustee Bowry — No Report Treasurer’s Report Ucilla Austrie, Co-Director of Accounting and Finance Division/Accounting Coordinator, read the Treasurer’s Report for the System and Havensight Mall for the month ending of October 31, 2024 Total Collections for October 31, 2024 is $114M and FYTD is $136M. Total Disbursements for October 31, 2024 is $26M and FYTD is $26M; Net Cash Surplus is $89M a Net Cash Deficit for FYTD of $89M Havensight Mall. Total Collections for October 31, 2024 was $458K and FYTD $458M; Total Disbursements was $454K and FYTD is $454M and a Net Cash surplus of $4000K and Net Cash Surplus of $4000K FYTD. GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING A motion was made by Trustee Dorsey and seconded by Trustee Liger to accept the Treasurer’s Report for October 31, 2024. The motion passed with 5 Yes (Bowry, Dorsey, Liger, Smith, and Callwood) and 1 Absent (Russell) Investment Officer’s Report Mr. Glenville Henderson read into the record the investment report for October 31, 2024. Because of the timing of this meeting, the November numbers are still being compiled. No funds raised for the month ending October 31, 2024. Total Plan returned -1.6% for the month (includes local investments and not Loans and St. Thomas and St. Croix facilities). Total Domestic Equity returned -0.7 % for the month. Total International Equity returned -5.1% for the month o Develop Market Equity returned is -5.2°% o Emerging Market Equity returned -4.8% © Total Domestic Fix Income Return -1.5% o Investment Grade Bonds returned -2.4% o. TIPS returned -1.7% o High Yield Bonds returned -0.48% o Cash Returned 0.4% Total Alternatives returned 0.0% for the month A motion was made by Trustee Dorsey and seconded by Trustee Smith to accept the Investment Officer’s Report for October 31, 2024. The motion passed with 5 Yes (Bowry, Dorsey, Liger, Smith, Callwood) and I Absent (Russell) GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Regular Session A. New Business (i). 2025 Board Meeting Calendar A motion was made by Trustee Dorsey and seconded by Trustee Smith to approve the calendar year 2025 Board Meeting Calendar. The motion passed with 5 Yes (Bowry, Dorsey, Liger, Smith, and Callwood) and 1 Absent (Russell) Executive Session This portion of the meeting will be closed to the public for matters pertaining to trade secrets or financial or commercial information or personal or legal matters; or matters whose premature disclosure will frustrate the implementation of the proposed agency action. A motion was made by Trustee Smith and seconded by Trustee Dorsey to enter Executive Session. The motion passed with 6 Yes (Bowry, Dorsey, Liger, Russell, Smith, and Callwood) A motion was made by Trustee Dorsey and seconded by Trustee Smith to come out of Executive Session. The motion passed with 6 Yes (Bowry, Dorsey, Liger, Russell, Smith, and Callwood). Regular Session The chairman reported out of Executive Session that the Board discussed Administrator Dawson’s meeting with WAPA’s CEO and CFO as well as the board’s acceptance of an extension to the Board Counsel’s Retainer Agreement. Privileges on the Floor Chairman Callwood congratulated the Newsletter Team for their excellent work on the GERS Newsletter. Trustee Bowry's term will end on December 19th; however, he will continue to serve until the Legislature of the Virgin Islands confirms a replacement. Chairman Callwood, along with other board members and staff, expressed their appreciation for Bowry's years of service on the Board. 10