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GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM OF THE VIRGIN ISLANDS REGULAR MEETING OF THE BOARD OF TRUSTEES St. Thomas/St. Croix Thursday, May 30, 2024 9:30 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: 4/16/24) 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). Dissolution of the Havensight Management Oversight Committee XIII. Privileges of the Floor XIV. Adjournment GOVERNMENT EMPLOYEES' RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING I .J , .. ) ' _: - The Regular Meeting of the Board of Trustees for was called to order at 9:40a.m. At roll call, Trustees present were Bowry, Dorsey, Russell, Smith, and Callwood. The meeting was held via Zoom. Trustees not present during roll call were Liger (excused) and Ex-Officio Richardson. A quorum was established with 5 voting Trustees present. Staff in attendance: Angel E. Dawson, Administrator/CEO, Acting General Counsel, Ishmael Meyers, Asiah Clendinen Gumbs, Senior Deputy Administrator, Michele Nico, Deputy Administrator, Ms. Shoran D. C. Sasso, Chief Benefits Officer, Glenville Henderson, Investment Analyst, Roy Moorehead, Chief of Security / Assistant Property Manager, Havensight Mall, Sakeeda Freeman, Communication and Member Education Specialist, LeSean Moses, IT, Trenette Donovan, Financial Administrative Specialist, Nikia Coley, Administrative Assistant to the Board Also, present at the meeting were Pedro K. Williams, Board Counsel, Desiree Hill, Stenographer and Ms. Florine Audain-Hassell, Assistant Director of Division of Personnel, representing Ex­ Officio Richardson. Trustee Russell requested to be excused at I 0: l 5a.m. to attend a court matter. Comments and Suggestions from Retirees None Comments and Suggestions from Active Members None Secretary's Minutes (Regular 4/16/2024; A motion was made by Trustee Smit/, to accept the minutes of April 16, 2024, and seconded by Trustee Dorsey. Tl,e motion passed wit/, Yes 5 (Bowry, Dorsey, Liger, Smit!,, and Cal/wood), and I not voting (Russell) Communication and Correspondences None Chairman's Report Attended the National Conference on Public Employee Retirement Systems (NCPERS) conference on May 19th 22nd in Seattle Washington. GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Administrator’s Report April 17 Issued Press Release commenting on GAO Report entitled: “Retirement Security: The U.S. Virgin Islands’ Pension Plan Faces Risks Paying Government Employee Benefits” April 18 Loans Program Update Meeting April 25 Meeting with Vitech re: outstanding service tickets April 26 Loans Program Kickoff Meeting April 29 Official Restart of Limited Personal Loans Program May 6 Meeting at Havensight with sculptor re: design of park statue May 8 Meeting with Net-At-Work software vendor May 9 Attended St. Thomas Employee of the Year Ceremony as part of Public Service Recognition Week May 10 Meeting with Havensight Mall tenant May 10 Attended St. Croix Employee of the Year Ceremony as part of Public Service Recognition Week May 14 Testified at V.I. Legislature in favor of Bill No. 35-0238, sponsored by Senators Potter and Bolques to grant GERS security personnel “peace officer” status. May 19-22. Attended National Conference on Public Employee Retirement Systems May 24 Announced the hiring of Director, Retail, Dining, and Entertainment/Property Manager of Havensight Mall 2 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Member Services Retirement Applications - as of May 15, 2024 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Total STX 147 Hil 118 177 143 114 165 14] 136 49 STT 1447 164 Jaz 224 172 126 6178) =6184 _155 39 Total 294 275 245 40] 315 240 343 325 291 88 Processed 233 26 24 401 315 240 342 323 _265 1] Remaining was], Oo GQ 0 _0 9 _l 2 26 22 07* % Completed 99% 100% 100% 100% 100% 100% 99% 99% 91% 13% Contributions Processing-Refunds and Death Benefits October 1, 2023 — April 30, 2024 Refunds No. Cases Total No. of Cases Completed Amount Pending Regular 238 $4,497,637.27 56 Erroneous 9 6,700.86 9 Employer Share 11 110,386.49 2 Overpayment __187 $ 524,944.85 1 Total _ 445 $5,139.669.29 _ 68 Death Benefits No. Completed Amount No. of Cases Types 10/1/23-04/30/2024 10/1/23-04/30/2024 Pending Active 27 $ 1,493,272.76 39 Retired 4 138,927.61 16 Total 31 $ 1,632,200.37 55 _ GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Accounting Department Annuity Payments No. of retirees as of May 15, 2024, payroll: 8794 Cumulative dollar paid out from October 1, 2023 - May 15, 2024 700 | Pensioners $0.00 702 | Service Retirement Annuities 164,106,109.73 703 ‘| Survivors’ Annuities 1,036,404.60 704 | Duty-Connected Death Annuities 1,602.15 705 | Duty-Connected Disability Annuities 1,963,872.91 706 | Non-Duty Disability Annuities 984,284.36 Totals 168,092,273.75 Number of retirees added to payroll from October 1, 2023 - May 15, 2024. 221 Number of retirees added to the payroll for the May 15, 2024, pay date. 17 Number of retirees expected to be placed on payroll for May 31, 2024, pay date: 13 Number of retirees deleted from payroll from October 1, 2023, through May 15, 2024: 187 Note: As of 5/15/24 payroll, the Gross Retiree Payroll has arrived at $ 11,264,335.86 Disbursement by Location as of 5/15/2024 Total Total Total Location Count Checks ACH Puerto Rico & Other islands 69 10 s9 United States 1701 31 1670 International 5 2 3 1775 43 1732 St. Thomas 4069 72 3997 St. Croix 3508 60 3448 St. John 227 5 222 7804 137. 7667 Total disb. 9579 180 9399 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING GOVERNMENT EMPLOYEES' RETIREMENT SYSTEM LOAN PORTFOLIO UNITS PERSONATCO RNS ee Active Personal Loans 404 228 176 Retiree Personal Loans 351 199 152 Total Active Loans 755 427 328 Construction/Home Improvement Land Purchase/Refinance Auto Loan Totals TOTAL LOANS & MORTGAGES 826 479 347 TOTAL OUTSTANDING —— April 2024 ot eel BL $ - Active PL 2,881,207.42 1,614,101.47 1,267,105.95 Retiree PL 1,564,560.23 868,976.98 695,583.25 - Purchase/Refi 1,193,304.64 864,065.10 329,239.54 Construction - 1,621,496.32 947,975.46 673,520.86 Land Loans 349,564.54 333,493.45 16,071.09 Auto 7,727.74 $7,727.74 $ $ $ GRAND TOTAL 7,617,860.89 4,636,340.20 2,981,520.69 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Administrator Dawson announced that the Loan Program has received 1,563 expressions of interest and 197 applicants were removed because of duplicate names and ineligibility. Asa result, this left 1,366 eligible applicants. Six hundred twenty-eight applications have been approved with 240 from the St. Thomas/St. John District and 388 from the St. Croix District, resulting in a 46% completion rate. Administrator Dawson commended the efforts of the Loans Unit in meeting the deadline to restart the personal loan program by April 29th. Operations St. Croix Office Complex BUILDING: No major issues other than ongoing maintenance. St. Thomas Office Complex BUILDING: New GERS Main Generator ¢ Build a foundation and extend the room. (Work in 100% complete) e Install generator in room. (Work in 100% complete) ¢ Vent generator correctly — (In progress- Fabrication 2-3 weeks to completion). Havensight Mall Hotel Development Currently working on the parking spaces/green space design (GERS HM will contract with an architect, civil engineer, and a landscape design company. The second floor has been laid, and the third-floor structure is being framed. Havensight Mall Strategic and Infrastructure Plan - RFP Meeting in June to discuss market research findings and finalize plan. GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Rental Collection Office Buildings Rental and Electricity Collections —- Exhibit A April 2024 Total FYTD Arrearages Rental $205,429.59 $670,042.02 $56,077.08 Electric $43,197.83 $234,515.67 $46,256.54 Total $248,627.42 $904,557.69 $102,333.62 LEASES No Updates. Questions for Administrator Dawson Trustee Smith inquired about the status of peace officers Bill 35-0238. Administrator Dawson reported that the bill was approved by the 35th Legislature Committee on Homeland Security, Justice and Public Safety but was not by the Rules Committee. Treasurer’s Report Denise Jeremiah, CFO read the Treasurer’s Report for the System and Havensight Mall for the month ending of April 30, 2024 Total Collections for April 30, 2024 is $17M and FYTD is $218M. Total Disbursements for April is $26M and FYTD is $176M; Net Cash deficit is $10M a Net Cash Surplus for FYTD of $42M It’s important to note that the GERS portfolio is up to $97M. Havensight Mall. Total Collections for April 30, 2024 was $491K and FYTD $3M; Total Disbursements was $456K and FYTD is $3M and a Net Cash Surplus of $34K and Net Cash deficit of $46K FYTD. It’s important to note that the Receipts and Disbursements report includes the $124M from the Funding Note. A motion was made by Trustee Dorsey and seconded by Trustee Bowry to accept the Treasurer’s Report for April 30, 2024. The motion passed with 5 Yes (Bowry, Dorsey, Liger, Smith, and Callwood) and I Not Voting (Russell). GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Committee Reports. (a) Investment Committee — Chairman Callwood — No Report (b) Development Committee - Trustee Smith — No Report (c) Budget/Audit Committee Report — Chairman Callwood — No Report (d) Policy Committee Report- Trustee Bowry — No Report. Investment Officer’s Report Mr. Glenville Henderson read the investment report for the month ending April 30, 2024. Funds raised in the month of April totaled $19.5M and ended the month of April with $510.3M. Total Plan returned 2.2% for the month (includes local investments and not Loans and St. Thomas and St. Croix facilities). Total Domestic Equity returned -4.5% for the month. Total International Equity returned -1.8% for the month o Develop Market Equity returned is -2.5% o Emerging Market Equity returned -0.4% Total Domestic Fix Income Return -1.4% © Investment Grade Bonds returned -2.5% © TIPS returned -1.6% o High Yield Bonds returned -0.9% o Cash Returned 0.4% Total Alternatives returned -0.1% for the month Trustee Smith inquired of the outlook of GERS getting out of index funds and more into active management. Administrator Dawson requested that this topic be postponed until the Board Retreat in July with our Investment Managers for a more thorough discussion. Trustee Dorsey asked for the April drawdown amount, which Mr. Henderson stated as $10M. A motion was made by Trustee Smith and seconded by Trustee Dorsey to accept the Investment Officer’s Report for April 30, 2024. The motion passed with 5 Yes (Bowry, Dorsey, Liger, Smith, and Callwood) and I Absent (Russell) GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Regular Session Chairman Callwood yielded the role of Chairperson to Trustee Smith to discuss the dissolution of the Havensight Management Oversight Committee. Trustee Callwood suggested bringing the Havensight Oversight Committee under the Investment Committee to make operations more efficient especially since all board members comprise the Investment Committee. Trustee Dorsey asked if the Investment Committee will meet more often to address matters related to Havensight Mall. Trustee Callwood explained that the Investment Committee meets quarterly with advisors, but additional meetings can be scheduled if necessary. Trustee Callwood emphasized that the decision on Hotel Development was collective, highlighting the board in the process. A motion was made by Trustee Callwood and seconded by Trustee Liger to dissolve the Havensight Oversight Committee and move it under Investment Committee. The motion passed with 5 Yes (Bowry, Dorsey, Liger, Callwood, Smith), and 1 Absent (Russell). Trustee Smith turned over the role of Chair to Trustee Callwood to proceed with the meeting. Privileges on the Floor None Adjournment A motion was made by Trustee Dorsey and seconded by Trustee Smith to adjourn the meeting. The motion passed with 5 Yes (Bowry, Dorsey, Liger, Smith, and Callwood), and I Absent (Russell). The meeting ended at approximately 10:45 a.m. The minutes for the Regular Session were transcribed from Zoom recording by Zaida Castro, Legal Secretary to the Acting General Counsel and reviewed and edit by Angel E. Dawson Jr. Administrator and CEO. Angel E. Dawson Jr. Administrator/CEO Secretary, GERS Board of Trustees