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GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM OF THE VIRGIN ISLANDS REGULAR MEETING OF THE BOARD OF TRUSTEES St. Thomas/St. Croix Tuesday, December 19, 2023 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: 10/26/23) 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). 2024 Board Meeting Calendar (ii). Bill No. 35-0196 Discussion 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. Unfinished Business (i). VI Finest Foods Update B. New Business (i). Disability Application Discussion 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 for December 19, 2023, was called to order by 9:35a.m. At roll call, Trustees present were Bowry, Liger, Smith, and Callwood. The meeting was held via the Zoom. Trustees not present during roll call were Dorsey, Russell (Absent) and Ex-Officio Richardson (excused) and a quorum was established with 4 voting Trustees present. Administrator Dawon received notice of excused absence from ex-officio Cindy Richardson. Instead, Ms. Florine Hassell attended on Ex-officio member, Director Cindy Richardson behalf who was out of the territory. Staff in attendance: Angel E. Dawson, Administrator/CEO, Acting General Counsel, Ishmael Meyers, Denise Jeremiah, Chief Financial Officer, Asiah Clendinen Gumbs, COO, Glenville Henderson, Investment Analysts, Dannica Thomas, Director, Communications, Engagement & Organizational Effective, Sakeeda Figueroa, Communication and Member Education Specialists, LeSean Moses, IT, Zaida Castro, Executive Assistant to the Administrator, Nikia Coley, Administrative Assistant to the Board Also, present in the meeting were Pedro K. Williams, Board Counsel, Florine Hassell, Assistant Director of Division of Personnel, Desiree Hill, Stenographer, Comments and Suggestions from Retirees None Comments and Suggestions from Active Members None Secretary’s Minutes (Special Board Meeting): 10/26/2023) A motion was made by Trustee Smith to accept the minutes of October 26, 2023, and seconded by Trustee Bowry. The motion passed with 4 Yes (Bowry, Liger, Smith, and Callwood) and 2 Absent (Dorsey and Russell) Communication and Correspondences None Chairman’s Report None GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Meetings, Presentations, and Appearances October 24-25 October 25 October 26 October 27 November 3 November 7-8 November 12 -14 November 13 — 17 November 29 December 1 December 4 December 12 December 14 December 15 V3 Migration Assessment Sessions Meeting with various counsel regarding legal matter GERS Board of Trustees Regular and Executive Meetings V3 Migration Assessment Meeting Planning Meeting with IDEAS V3 Migration Assessment Sessions Caribbean Hotel Investment Conference (Westin — St. Thomas) IDEAS working visit to St. Thomas (Various Sessions: Tours, Culture Mapping, StoryJam, “Hot Wash” Meeting with HMOC, etc.) Meeting with Senator Bolques and Segal regarding proposed legislation Meeting with various counsel regarding legal matter _ Meeting with Senator Potter regarding proposed and staff regarding proposed legislation Retiree Holiday Social — St. Croix Retiree Holiday Social — St. Thomas HMOC Meeting GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Member Services Retirement Applications - as of December 15, 2023 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Total STX 147 114. 118 177 143 114 165 141 124 16 STT 442 164 Jaz 224 122 126 6178 184 _131 3 Total 294 275 245 401 315 240 343 325 255 19 Processed 293 275 245 404 315 240 341 320 _142 0 Remaining adh a. 328 ) me) 0 2 2 113 2 14 %Completed 99% 100% 100% 100% 100% 100% 99% 98% 56% 0% Compliance and Control - Contribution Processing October 1, 2023 — November 30, 2023 Refunds No. Cases Total No. of Cases Completed Amount Pending Regular 68 $1,228,911.01 22 Erroneous 1 1,269.24 4 . Employer Share . 0 . 0.00 3 Overpayment _67 $ 149,187.55 _0 Total _136 $1,379,367.80 a2 Death Benefits No. Completed Amount No. of Cases Types 10/1/23-11/30/2023 10/1/23-11/30/2023 Pending Active 6 S 338,888.04 41 Retired 1 66,735.49 “5 Total ms: $405,623.53 46 _ GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Accounting Department Annuity Payments No. of retirees as of December 15, 2023, payroll: 8777 Cumulative dollar paid out from October 1, 2023 - December 15, 2023 700 ‘| Pensioners $0.00 702 | Service Retirement Annuities 54,495,366.27 703 | Survivors' Annuities 343,494.04 704 | Duty-Connected Death Annuities 534.05 705 | Duty-Connected Disability Annuities 653,785.41 706 | Non-Duty Disability Annuities 323,285.85 Totals 11,154,219.09 Number of retirees added to payroll from October 1, 2023 - December 15, 2023. 80 Number of retirees added to the payroll for the December 15, 2023, pay date. 19 . Number of retirees expected to be placed on payroll for December 31, 2023, pay date: 15 Number of retirees deleted from payroll from October 1, 2023, through December 15, 2023: 63 Note: As of 12/15/23 payroll, the Gross Retiree Payroll has arrived at $ 11,194,350.73 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING LOAN SERVICING MONTHLY REPORT NOVEMBER 2023 GERS LOAN PORTFOLIO NOVEMBER 2023 $9,000,000.00 $8,000,000.00 $7,000,000.00 $6,000,000.00 $5,000,000.00 $4,000,000.00 $3,000,000.00 $2,000,000.00 $1,000,000.00 he l iL. lh a pean Active PL Retiree PL Purchase/Refi Construction Land Loans Auto Total Loans =Total 390,291.51 7,727.74 $2,405,698.7 2,294,441.01 1,230,378.14 1,891, 606.37 $8,220,144.0 w|STT/STJ $1,478,493.2 1,319,458.17 896,412.67 1,199,994. 69 342,507.49 $7,727.74 $5,244,592.9 wSTX $927,205.55 974,982.84 333,965.47 691,612.18 47 724.02 $2,975,550.0 m Total m ST/ST) m STX GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING UNITS Active Personal Loans Retiree Personal Loans Total Construction/Home Improvement Land Purchase/Refinance Auto Loan 11/30/2023 STT/STJ STX 324 194 130 403 228 £25 727 422 305 20 12 8 24 20 4 28 20 8 1 1 0 73 53 20 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Operations St. Croix Office Complex No major issues other than ongoing maintenance. St. Thomas Office Complex No major issues other than ongoing maintenance. PROJECTS PENDING: e In-Process: Complete the sanding and spraying of the window trims on the west side first floor. In-Process: Strip the excess wax on lobby floors and corridors. In-Process: Power wash covered parking ceiling. In-Process: Adcon Environmental cleaning, disinfecting, and sanitizing all GERS occupied spaces after results from mold testing. UPCOMING: e Fill potholes in covered parking areas e Touch up paint on the exterior Human Resources On-Boarding: Dannica L. Thomas, Director, Communications, Engagement & Organizational Effective Starting Date: December 4, 2023 Ss DANCE L THOMAS, GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Havensight Mall Demolition of Warehouse 5 began and 5 remaining and 4 are scheduled for completion by January 2024. Warehouse J completed. Awaiting occupancy permit. Tenants are preparing to move so that demolition can be completed. Hotel Development All piles are driven and completed. A meeting with WAPA is scheduled shortly to determine the main water line. Additional equipment is due to be delivered to the site by January 2024 once demolition is completed. Major plumbing and electrical groundwork to begin. Havensight mall Strategic and Infrastructure Plan — RFP IDEAS - Follow up session and transmittal of documents by December 30, 2023 Havensight Mall Waterline Replacement and Rehabilitation — Engineering Design Services - RFQ Drawings in progress. Design Criteria sent to WAPA for comments. Engineers requested a Master water usage report. Meeting with Elipse Engineering scheduled for Wednesday, December 13, 2023. Office Buildings Rental and Electricity Collections — Exhibit A November 2023 Total FYTD Arrearages Rental $8,459.33 $257,237.50 $56,077.08 Electric 928.82 117,484.77 $37,099.63 Total 9,388.15 374,722.27 93,176.71 LEASES VIPD - January 2024 lease commencement date. Casino Control Commission - Lease Negotiations continue. Department of Justice — Property and Procurement is awaiting the new fiscal year budget to come online for DOJ to process the additional Purchase orders required. GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING RENTAL — EXHIBIT A N ber 2023 Coll Rental Electrical Rivera Year-To- Sow Year-To- Total PAB ded Renta Electrical Collecti Collecti ate Collection for Date for Arrea Arrearage FY 2024 FY 2024 9 Department of Justice $ 148,252.00 $ 116,195.23 | $ 264,447.23 $ 37,063.00 $ 33,135.27 Division of Personnel 83,085.12 83,085.12 19,014.08 3,964 36 FirstBank 290.20 128.03 580.40 488.75 1,069.15 Opthalmology Consultants, LUC 6365.40 12,730.80 12,730.80 Plessen Eye, LLC_ADMIN 4,009.28 4,009.28 Plessen Eye, LLC_ADMIN STORAGE 580.00 580.00 Plessen Eye, LLC_ASC 4,392.44 4,392.44 Equus Workforce Solution 1,803.73 800.79 3,607.46 800.79 4,408.25 ViCasino Total income Received : 459.33 928.82 257,237.50 117,484.77 374,722.27 56,077.08 37,099.63 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Questions from Trustees to Administrator Angel E. Dawson Jr. Trustee Smith commented that Trustees should be invited to meetings with Senators. Chairman Callwood confirmed that he was not invited and Senator Angel L. Bolques Jr. wanted to discuss feasible or practical ideas that will benefit the system. Trustee Smith requested to know if the agency is planning any townhall meetings in the future and Administrator response was yes and it will be extended to St. John. Committee Reports. (a) Investment Committee — Chairman Callwood — No Report (b) Development Committee — Trustee Russell — No Report (c) Budget/Audit Committee Report — Chairman Callwood — No Report (d) Policy Committee Report — No Report Treasurer’s Report Denise Jeremiah, CFO read the Treasurer’s Report for the System and Havensight Mall for the month ending of November 30, 2023.. Total Collections for November 30, 2023, is $14.5M and FYTD is $150M. Total Disbursements for November 30, 2023 is $25M and FYTD is $5OM; Net Cash Deficit is S10M a Net Cash Surplus for FYTD of $100M Havensight Mall. Total Collections for November 30, 2023, was $447K and FYTD $871K; Total Disbursements for was $525K and FYTD is $1M and a Net Cash Deficit of $77K and Net Cash Surplus of $170K FYTD. Administrator Dawson confirmed to Trustee Bowry that work continues in Washington D. C. with the powers that be regarding the rum cover over rate that will financially help GERS. The format of the Treasure’s report will, in terms of recommendation and guidance, be presented at an accrual bases moving forward. Ms. Jeremiah reported out to the Board that the Havensight Mall as of to date has $2.5M in arrearages. 10 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING A motion was made by Trustee Smith and seconded by Trustee Bowry to accept the Treasurer’s Report for December 19, 2023. The motion passed with 4 Yes (Bowry, Liger, Smith, and Callwood), and 2 Absent (Dorsey and Russell). Investment Officer’s Report Mr. Glenville Henderson read the investment report for the month ending November 30, 2023 into the record. The Investment Report for November 30, 2023, submitted to the board by Glenville Henderson, Investment Analyst shows: Market Value - $454.7M - Total Plan returned 6.4% for the month (includes local investments and not Loans and St. Thomas and St. Croix facilities. Total Domestic Equity returned 9.5% for the month. - Total International Equity returned 8.8% for the month o Develop Market Equity returned is 9.2% o Emerging Market Equity returned 7.8% Total Domestic Fix Income Return 3.7% o Investment Grade Bonds returned 4.5% o TIPS returned 2.7% o High Yield Bonds returned 4.7% - Funds 18.3% raised in the month of November 2023 - Total Alternatives returned .0.1% for the month A motion was made by Trustee Bowry and seconded by Trustee Smith to accept the Investment Officer’s Report for November 30, 2023. The motion passed with 4 Yes (Pow, $ Smith, and Callwood), and 2 Absent (Dorsey and Russell) and 1 not voting (Liger. GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Regular Session A. New Business I. 2024 Board Meeting Calendar A motion was made by Trustee Bowry and seconded by Trustee Smith to accept the 2024 Board Meeting Calendar. The motion passed with 4 Yes (Bowry, Liger, Smith, and Callwood), and 2 Absent (Dorsey and Russell). I. Bill No. 35-0196 Discussion Bill No. 35-0196 tends to remove the target interest rate of the loan program from 8%. The Bill also seeks to cap the general liability of $75K for essential government and semi-autonomous agencies. Currently, GERS does not have a Cap for liability. Also, the Legislature’s deadline for the GERS to reinstate the Loan Program is September 30, 2024. The recommendation from Chairman Callwood is to wait until the Senators vote on Bill No. 35- 0196 because it will allow the Board to know what parameters the System needs to meet and then have an informed discussion with the Board and staff about the interest rate, the timeline for the starting of the program, and the criteria of the reinstated loan program. Chairman Callwood recommends that the-Board propose to the Legislature that the Trustees of the System have full authority over the Loan Program. Trustee Bowry recommends parameters set by the Board to determine the starting date. However, Board Counsel Williams clarified that assuming the Legislature adopts the Bill, the Legislature determines the start date of the Loan Program. A motion was made by Trustee Smith and seconded by Trustee Bowry to amend the agenda and enter Executive Session to continue with Bill No. 35-0196 discussion. The motion passed with 4 Yes (Bowry, Liger, Smith, and Callwood), and 2 Absent (Dorsey and Russell). A motion was made by Trustee Smith and seconded by Trustee Liger to go into 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. The motion passed with 4 Yes (Bowry, Liger, Smith, and Callwood), and 2 Absent (Dorsey and Russell). 12 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Executive Session A motion was made by Trustee Bowry and seconded by Trustee Smith to come out of Executive Session. The motion passed with 5 Yeas (Bowry, Dorsey, Liger, Smith, and Callwood), and 1 Absent (Russell). Regular Session The Chairman reported out of Executive Session that the Board discussed pending legal matters. Privileges of the Floor None A motion was made by Trustee Smith and seconded by Trustee Bowry to adjourn the meeting. The motion passed with 5 Yeas (Bowry, Dorsey, Liger, Smith, and Callwood), and 1 Absent (Russell). The meeting ended at approximately 11:40a.m. The minutes for the Regular Session were transcribed from the zoom recording by Zaida Castro, Executive Assistant to the Administrator and reviewed and edit by Angel E. Dawson Jr. Administrator and CEO. Angel E. Dawson Jr. Administrator/CEO Secretary, GERS Board of Trustees