Employee Retirement Fund for Non-Civil Service Employees

MINUTES OF THE CITY OF GALVESTON EMPLOYEES’ RETIREMENT FUND BOARD OF TRUSTEES OF GALVESTON, TEXAS Meeting Date February 6, 2024 The following members were present: Robert Simmons Lewis Rosen Csilla Ludanyi Trina Jankowski Roland Bassett, Jr. Don Davison Rodney Low The following members were absent: None Also attending was Ron Kern Graystone Consulting) and Beverly West HR) It was determined that a quorum was present, and the meeting was called to order at 1:00. Motion to approve minutes of November 15, 2023 was made by Robert Simmons; second by Lewis Rosen. Motion passed unanimously. Ron Kern and Katie Hendrick with the Quantitative Group, presented the Performance Evaluation. The following illustrates the returns and balances for the quarter: Market Manager Value Actual Benchmark iShares Core S& P 500 ETF 21, 624, 698 11. 69% Standard Poors 500 11. 69% Vanguard Mid Cap 11, 871, 001 12. 29% Russell MidCap 12. 82% iShares Core S& P Small C 6, 269, 407 15. 66% S& P Small Cap 600 15. 12% iShares Cove MSCI EAFE E 4, 250, 969 10. 87% MSCI ACWF ex US 9. 75% iShares Core MSCI Emerg. 1, 931, 701 8. 38% MSCI EM Net 7. 86% Baird Aggregate Bond 3, 330, 555 7. 21% Barclays US Aggre 6.82% Met West Total Rtn BdI 3, 592, 400 7.46% Barclays US Aggre 6.82% TIAA CREF Bond Fund 3, 253, 595 6. 73% Barclays US Aggre 6.82% Brandywine Global Opp 2, 166, 002 12. 38% SB World Govt Bond 8. 08% PIMCO Income Fund 2, 347, 764 5. 89% Barclays US Aggre 6.82% Bluerock Total Income 1, 221, 514 5. 19% NCREIF Prop Index 0. 00% CION Ares Diversified 2, 155, 763 3. 93% S& P LSTA us 2. 87% Pomona Investment 2, 214, 871 0. 00% S& P Global List PE 16. 05% Cash 3, 352, 545 Total 69, 582, 785 Ron discussed the performance report. He referred to page 14 of the report which discloses all fees and pointed out that total fees are approximately 36% and fees have been very carefully controlled. The Fund performance was up 9.88% for the quarter and up 15.56% for the 12 months ended December 31, 2023. The fund was rewarded for staying invested during the tough times at the beginning of the year and is well diversified by asset class. The Plan is now returning some of the previous large gains. Total rate of return since inception has been 6.93%; total over 10 years has been 6.04%. Ron Kern made the following recommendation in order to reallocate cash and MSCI Emerging Markets as stated on the attached: Cash 2,100, 000) Ishares MSCI Emerging Markets 800, 000) Ares 150, 000 Pomona 150, 000 PIMCO 100,000 TIAA CREF 100, 000 Metwest 100, 000 Baird 100,000 American Funds New World 1,000,000 Ishares MSCI EAFE 300,000 Ishares S& P Small cap 550,000 Vanguard mid cap 350,000 Motion to accept was made by Lewis Rosen; seconded by Roland Bassett. Motion passed unanimously. Motion to ratify the 5th amendment relating to the change in benefits previously approved and effective January 1, 2024 was approved. Motion for approval was made by Csilla Ludanyi; second by Don Davison. Motion passed unanimously. Motion to accept engagement letter from Whitley Penn for December 31, 2013 audit at an anticipated fee of 16,500 made by Csilla Ludanyi; second by Rodney Low. Motion passed unanimously. Jacque Vasquez will send a link to all members for the required education courses. The next regular meeting was set for Tuesday, May 7, 2024. Compiled financial statements for the quarter showed an increase in changes in net assets of 10,746,360 for year to date. The compilation report was discussed, including specifically the categories of investment income, benefits paid, administrative fees and the comparison to the same period in the prior year. City contributions almost doubled. Ann will research contribution rate changes and dates. With no further business or requests, the meeting was adjourned at 2:00. Ann Masel, Plan Administrator Term expiration dates: Robert Simmons 11/ 26 Trina Janlowski 11/ 26 Rodney Simmons 11/ 26 Don Davison Board designee 8/ 26 Roland Bassett 8/ 26 Lewis Rosen Board designee 2/ 4/ 20 Csilla Ludanyi City Finance appt.