def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to Section 240.14a-12
Plan Investment Fund, Inc.
(Name of Registrant as Specified In Its Charter)
Plan Investment Fund, Inc.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
TABLE OF CONTENTS
PLAN INVESTMENT FUND, INC.
2 Mid America Plaza
Suite 200
Oakbrook Terrace, Illinois 60181
NOTICE OF ANNUAL MEETING OF
PARTICIPATION CERTIFICATE HOLDERS
TO BE HELD ON JUNE 25, 2010
TO: The Participation Certificate holders of Plan Investment Fund, Inc.
The Annual Meeting of Participation Certificate holders of Plan Investment Fund, Inc. (the
Company) will be held on June 25, 2010 at 2:00 p.m. CDT at the Swissôtel Chicago, 323 East Wacker
Drive, Chicago, Illinois 60601, for the following purposes:
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To elect nine Trustees; each Trustee elected will hold office until the next annual
meeting of Participation Certificate holders or until his successor is duly elected and
qualified; |
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To approve the selection of Deloitte & Touche LLP as the Independent Registered
Public Accounting Firm for the Company for the fiscal year ending December 31, 2010; |
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To transact such other business as may properly come before the meeting. |
The subjects referred to above are discussed in the Proxy Statement attached to this Notice.
Each Participation Certificate holder is invited to attend the Annual Meeting of Participation
Certificate holders in person. If a quorum is not present at the annual meeting, the Company
reserves the right to adjourn the meeting.
Participation Certificate holders of record at the close of business on April 30, 2010 have
the right to vote at the meeting.
Whether or not you expect to be present at the meeting, we urge you to complete, date, sign
and return the enclosed proxy by May 28, 2010 in the enclosed envelope in order that the meeting
may be held and a maximum number of Participation Certificates may be voted.
May 14, 2010

Sandra K. Strutz, Secretary
PLAN INVESTMENT FUND, INC.
2 Mid America Plaza
Suite 200
Oakbrook Terrace, Illinois 60181
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of
Trustees of Plan Investment Fund, Inc. (the Company) for use at the Annual Meeting of
Participation Certificate holders to be held on June 25, 2010 at 2:00 p.m. CDT at the Swissôtel
Chicago, 323 East Wacker Drive, Chicago, Illinois 60601, (such meeting, including any adjournment
thereof, being referred to as the Meeting). The Company will bear all proxy solicitation costs.
Any Participation Certificate (PC) holder giving a proxy may revoke it at any time before it is
exercised by submitting to the Company a written notice of revocation or a subsequently executed
proxy or by attending the Meeting and electing to vote in person. This Proxy Statement and the
enclosed proxy are expected to be distributed to PC holders on or about May 14, 2010.
The Company currently offers two portfolios the Government/REPO Portfolio and the Money Market
Portfolio. Only PC holders of record at the close of business on April 30, 2010, will be entitled
to vote at the Meeting. On that date the following number of PCs of the Company were outstanding
and entitled to be voted at the Meeting: 108,420,769.43 Government/REPO Portfolio PCs, and
1,211,767,967.74 Money Market Portfolio PCs. Each PC is entitled to one vote.
Cumulative voting is not permitted.
Each PC holder of record on the record date shall be entitled to cast one vote for each PC and
a pro rata vote for each fractional PC outstanding in its name as of the record date on each matter
to be voted upon at the meeting. The approval of a majority of the issued and outstanding PCs
affected by the matter to be voted upon shall be required for approval of such matter. The PC
holders entitled to cast a vote with respect to at least a majority of the Companys issued and
outstanding PCs, present in person or by proxy, shall constitute a quorum at the Meeting.
Abstentions and broker non-votes shall be counted for purposes of determining the presence or
absence of a quorum for the transaction of business. Members of the Board of Trustees shall be
elected by written ballots, each of which shall be signed by the PC holder or its proxy and
specifying the number of PCs voted with respect to such election.
The Companys Annual Report for its Government/REPO and Money Market Portfolios, containing
financial statements for the year ended December 31, 2009, has been mailed to PC holders and is not
to be regarded as proxy solicitation material. To receive a free copy of this report, call BCS
Financial Services Corporation (800) 621-9215.
For directions to attend the Meeting and vote in person, please contact us at (800) 621-9215.
If you do not expect to be present at the Meeting and wish your PCs to be voted, please date and
sign the enclosed proxy and mail it in the enclosed reply envelope addressed to the Company, c/o
PNC Global Investment Servicing, 760 Moore Road, F4-F760-01-2 King of Prussia, PA. 19406
Important Notice regarding the availability of Proxy Materials for the annual meeting to be held on
June 25, 2010. This Proxy Statement is available at www.PIF.com.
ELECTION OF TRUSTEES
Nine Trustees are to be elected at the Meeting. Each Trustee so elected will hold office until the
next Annual Meeting of PC holders and until his successor is elected and qualified, or until his
term as a Trustee is terminated as provided in the Companys Bylaws. The person named as a proxy in
the accompanying proxy has been designated by the Board of Trustees and, unless contrary
instructions are given, intends to vote for the nominees named below.
The entire Board of Trustees consists of 11 persons, so the election of the nominees named herein
will result in two vacancies. The proxies cannot be voted for a greater number of persons than the
nominees named herein. Under the bylaws of the Company, vacancies on the Board of Trustees may be
filled by a vote of the majority of the Trustees then in office. These vacancies are the result of
Trustees not standing for reelection or resigning in prior years.
All PCs represented by valid proxies will be voted in the election of Trustees for each nominee
named below unless authority to vote for a particular nominee is withheld. Should any nominee
withdraw from the election or otherwise be unable to serve, the named proxy will vote for the
election of such substitute as the Board of Trustees may recommend unless a decision is made to
reduce the number of Trustees serving on the Board. The election of Trustees must be approved by a
majority of the outstanding PCs of the Company. The following table sets forth certain information
about the nominees:
Disinterested Trustees
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Other |
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Number of |
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Trusteeships/ |
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Term of |
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Portfolios in Fund |
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Directorships |
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Position(s) |
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Office(1) and |
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Principal |
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Complex |
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Held by |
Name, |
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Held with |
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Length of |
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Occupation(s) |
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Overseen by |
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Trustee During |
Address, and Age |
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Fund |
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Time Served |
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During Past 5 Years |
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Trustee |
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Past Five Years |
Paul F. Brown
225 North Michigan
Avenue
Chicago, IL 60601
Age 45
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Trustee
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6 Years
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2005 to Present Vice
President, Deputy
General Counsel and
Assistant Corporate
Secretary, Blue Cross
and Blue Shield
Association
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Two
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None |
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Emil D. Duda
165 Court Street
Rochester, NY
14647
Age 58
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Trustee
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8 Years
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2005 to Present
Senior Executive Vice
President and Chief
Financial Officer, The
Lifetime Healthcare
Companies
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Two
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None |
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(1) |
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Term of office is one year |
2
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Number of |
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Trusteeships/ |
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Term of |
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Portfolios in Fund |
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Directorships |
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Position(s) |
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Office(1) and |
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Principal |
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Complex |
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Held by |
Name, |
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Held with |
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Length of |
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Occupation(s) |
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Overseen by |
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Trustee During |
Address, and Age |
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Fund |
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Time Served |
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During Past 5 Years |
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Trustee |
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Past Five Years |
John G. Foos
P.O. Box 386
1016 Lorien Drive
Gwynedd Valley, PA
19437
Age 60
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Chairman
Trustee
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6 Years
8 Years
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November 2008 to
present retired;
2005 to November
2008 Senior Vice
President and Chief
Financial Officer,
Independence Blue
Cross
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Two
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Transatlantic
Holdings, Inc. |
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Robert A. Leichtle
1-20 East at Alpine
Road
Columbia, SC 29219
Age 63
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Trustee
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9 Years
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2005 to Present
Executive Vice
President, Chief
Financial Officer and
Treasurer, Blue Cross
and Blue Shield of
South Carolina
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Two
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None |
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Gerard T. Mallen
300 East Randolph
Street 14th Floor
Chicago, IL 60601
Age 55
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Trustee
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5 years
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December 2008 to
Present Treasurer and
Finance Division Senior
Vice President Health
Care Service
Corporation;
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Two
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None |
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2005 to December 2008
Vice President
Treasury Operations,
Health Care Service
Corporation (HCSC)
(Blue Cross and Blue
Shield of Illinois,
Oklahoma, Texas and
New Mexico) |
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Joseph F. Reichard,
CCM
120 Fifth Avenue,
Ste 911
Pittsburgh, PA 15222
Age 62
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Trustee
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12 Years
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2005 to Present Vice
President, Treasury
Services and Assistant
Treasurer, Highmark,
Inc. (Insurance Company)
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Two
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None |
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(1) |
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Term of office is one year |
3
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Number of |
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Trusteeships/ |
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Term of |
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Portfolios in Fund |
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Directorships |
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Office(1) and |
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Principal |
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Complex |
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Held by |
Name, |
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Held with |
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Length of |
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Occupation(s) |
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Trustee During |
Address, and Age |
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Fund |
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Time Served |
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During Past 5 Years |
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Trustee |
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Past Five Years |
John C. Trifone
445 Industrial Lane
Berlin, VT 05602
Age 55
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Trustee
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3 Years
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September 2008 to
Present- Vice President,
Treasurer, CFO and CIO,
Blue Cross Blue Shield of
Vermont
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Two
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None |
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September 2005 to
Present Vice President,
Treasurer and Chief
Financial Officer, Blue
Cross and Blue Shield
of Vermont; |
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2005 to February 2006
Corporate Vice
President, Information
Technology &
Development, Vice
President, Finance, Blue
Cross and Blue Shield
of Mississippi |
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Marilyn T. Tromans
2301 Main
Kansas City, MO
64108
Age 56
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Trustee
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3 Years
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2005 to Present Vice
President and Chief
Financial Officer, Blue
Cross and Blue Shield
of Kansas City
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Two
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None |
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Cynthia M. Vice
450 Riverchase
Parkway
Birmingham, AL
35242
Age 50
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Trustee
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10 months
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April 2009 to Present
Senior Vice President
and Chief Financial
Officer, Blue Cross and
Blue Shield of Alabama;
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Two
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None |
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2005 to April 2009
Vice President, Internal
Audit and Information
Security, Blue Cross and
Blue Shield of Alabama |
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(1) |
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Term of office is one year |
The business and affairs of the Fund are managed under the direction of the Board of Trustees.
At the present time, there are nine Trustees serving on the Board, including the Chairman of the
Board. The Chairman presides at meetings of the Board of Trustees and at meetings of Participation
Certificate holders. The Chairman, John Foos, is not the chief executive officer and not an
interested person (as defined in the Investment Company Act) of the Fund. The Board exercises
risk oversight of the Fund through receiving and reviewing compliance reports from, and making
inquiries of, BCS as administrator of the Fund and BlackRock Institutional Management Company
(BlackRock) as the Funds investment advisor. These reports are prepared monthly and
provided to the Board on a
4
periodic basis. The Board also exercises risk oversight by receiving and reviewing annual reports
from the Funds Chief Compliance Officer and making inquiries of and having meetings with the Chief
Compliance Officer.
All of the Trustees, except for Mr. Foos and Mr. Brown, hold chief financial officer or similar
senior financial management positions with members or licensees of the Blue Cross and Blue Shield
Association (the Association) and certain related organizations, which are the only entities that
are permitted to purchase Participation Certificates. Mr. Foos previously held such a senior
financial management position. Mr. Brown holds a senior legal position with the Association and
manages a corporate venture capital fund that invests in privately held companies. Six of the
Trustees have served as Trustees of the Fund for more than five years.
Each of the Trustees, with the exception of Mr. Brown, has significant senior management experience
overseeing investment activities for an insurance company or similar entity. This experience has
led the Fund to conclude that these individuals are well qualified to serve as Trustees of the
Fund, which focuses its investment activities on current income and stability of principal. Mr.
Brown has significant senior management experience with respect to legal matters, which has led the
Fund to conclude that he is well qualified to serve as a Trustee of the Fund, which is subject to
extensive and detailed legal requirements. In addition, Mr. Brown is qualified to serve as a
Trustee of the Fund due to investment experience with the venture capital fund referred to above.
While the current Trustees all have investment experience and skills and financial management or
legal management experience and skills, future Trustees may have additional or different experience
and skills.
The Fund has concluded that the interests of the Fund and its Participation Certificate holders are
served by having several Trustees who have long-term experience as Trustees of the Fund, as well as
some highly experienced Trustees with shorter Fund tenures, who may bring new perspectives to
management of the Fund. The Fund also has concluded that its leadership structure, in which all or
most of the Trustees are or have been affiliated with investors or potential investors in the Fund,
aligns the interests of the Trustees with the interests of such investors with respect to risk
oversight of the Fund and other matters.
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Aggregate Dollar Range of Equity |
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Securities in All Registered Investment |
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Companies Overseen by Trustee or |
Name of Trustee or |
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Dollar Range of Equity Securities in |
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Nominee in Family of Investment |
Nominee |
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the Fund |
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Companies |
As of December 31, 2009, none of the Companys Trustees or nominees had beneficial ownership
(as such term is defined by Rule 16a-1(a)(2) under the Securities Exchange Act of 1934) of PCs in
the Company or any registered investment companies overseen by the Trustees or nominees within the
same family of investment companies as the Company.
5
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Name of |
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Name of |
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Owners and |
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Trustee or |
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Relationships |
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Value of |
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Nominee |
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To Trustee or Nominee |
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Title of Class |
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Securities |
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Percent of Class |
As of December 31, 2009, none of the Companys Trustees or nominees who are not interested
persons of the Company or their immediate family members were record owners or beneficial owners
(as such term is defined by Rule 13d-3 or Rule 16a-1(a)(2) of the Securities Exchange Act of 1934)
of PCs of an investment advisor of the Company or a person (other than a registered investment
company) directly or indirectly controlling, controlled by, or under common control with an
investment advisor of the Company.
As individuals, the Trustees cannot directly own PCs of the Company; however, all of the Trustee
nominees (other than Mr. Foos) are officers or employees of corporations that are eligible to own
PCs and may be deemed to exercise voting and investment power in that capacity. As of April 30,
2010 these Trustee nominees employers owned or controlled the following:
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Government/REPO |
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Money Market |
Trustee |
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Portfolio PCs |
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Portfolio PCs |
Paul F. Brown
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17,163,915.70 |
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85,655,107.26 |
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Emil D. Duda
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69,231.50 |
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54,412,978.79 |
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John G. Foos
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0.00 |
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0.00 |
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Robert A. Leichtle
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0.00 |
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241,495,146.48 |
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Gerard T. Mallen
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0.00 |
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351,221,304.48 |
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Joseph F. Reichard
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0.00 |
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73,807104.06 |
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John C. Trifone
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0.00 |
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1,000,145.52 |
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Marilyn T. Tromans
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0.00 |
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15,182,958.43 |
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Cynthia M. Vice
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0.00 |
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46,240,620.18 |
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The Board of Trustees met three times during the Companys last fiscal year. During the fiscal year
ended December 31, 2009, Robert A. Leichtle attended less than 75% of the aggregate number of
meetings of the Board of Trustees and the committees of the Board of Trustees on which he served.
Compensation Information
The following table sets forth information concerning compensation paid to Trustees and Officers of
the Fund for the fiscal year ended December 31, 2009.
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Pension or |
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Total |
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Retirement |
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Compensation |
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Aggregate |
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Benefits Accrued |
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Estimated |
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From Fund and |
Name of Person, |
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Compensation |
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as Part of Fund |
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Annual Benefits |
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Fund Complex |
Position |
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From Fund |
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Expenses |
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Upon Retirement |
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Paid to Trustees |
John G. Foos
Chairman and Trustee |
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$ |
1,150 |
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$ |
1,150 |
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6
The Company pays Trustees who are not employed by Blue Cross and/or Blue Shield Plans,
subsidiaries or affiliates $500 for each Trustee meeting physically attended by Trustees and $150
for meetings held by telephone. All Trustees and officers receive reimbursement for out-of-pocket
expenses. Trustees employed by Blue Cross and/or Blue Shield Plans, subsidiaries or affiliates and
officers of the Company are not paid for attending meetings. Officers of the Company receive no
compensation from the Company for performing the duties of their offices.
BCS has been retained to act as administrator for the Company. For the services provided and
expenses assumed by BCS as administrator, BCS is entitled to receive a fee, computed daily and
payable monthly, at a rate equal to .05% of each Portfolios average annual net assets. For the
fiscal year ended December 31, 2009, BCS was paid $49,718 and waived $132,662 of the $182,380 which
BCS was entitled to as the fee payable for its services as administrator for the Government/REPO
Portfolio. For the fiscal year ended December 31, 2009, BCS was paid $612,982 and waived $153,243
of the $766,225 which BCS was entitled to for its services as administrator for the Money Market
Portfolio. For the four months ending April 30, 2010, BCS earned negative $576, after fee waivers,
as administrator for the Government/REPO Portfolio, and earned $189,865, after fee waivers, as
administrator for the Money Market Portfolio.
Committees of the Board of Trustees
The Board of Trustees has a standing Audit Committee and a standing Nominating Committee. The Board
of Trustees does not have a standing Compensation Committee.
Audit Committee. The purpose of the Audit Committee is to assist the Board of Trustees in
fulfilling its governance responsibilities by, among other things, inquiring:
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whether management has maintained the reliability and integrity of Company
policies and financial reporting and disclosure practices; |
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whether management has established and maintained processes to assure that
an adequate system of internal control is functioning; |
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whether management has established and maintained processes to assure
compliance by the Company with applicable laws and regulations; |
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about and evaluating the performance and qualifications of financial
management and the independent auditors, and |
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by encouraging open communication among management, the independent
auditors and the Board of Trustees. |
The Audit Committee is responsible for identifying the independent auditors for selection by the
Board of Trustees to audit the Companys financial statements, reviewing the auditors fees,
reviewing and approving the scope of the audit and pre-approving certain audit and non-audit
services to be provided to the Company, and in certain cases, non-audit services provided to the
Companys investment adviser and certain affiliated parties.
The members of the Audit Committee are Emil Duda, John Trifone and Marilyn Tromans. The Audit
Committee met two times during the Companys most recent fiscal year.
7
Nominating Committee. The purpose of the Companys Nominating Committee is to gather
information and make recommendations to the PC holders of nominees for election as Trustees of the
Company and the Audit Committee. The Nominating Committee has a charter. The charter is set forth
on the Companys website http://www.pif.com.
The members of the Nominating Committee are Robert Leichtle and Joseph Reichard. None of the
members of the Nominating Committee are interested persons of the Company, as defined in section
2(a)(19) of the Investment Company Act. The Nominating Committee met once during the Companys most
recent fiscal year.
The Nominating Committee will consider PC holders recommendations of potential nominees for
election as Trustees. Recommendations of potential nominees for election at the annual meeting of
PC holders should be submitted in writing to the Company at its principal office. Recommendations
of potential nominees for election at the annual meeting of PC holders to be held in 2010 must be
received by the Company by January 14, 2010.
While there are no specific, minimum qualifications that the Nominating Committee believes must be
met by a Nominating Committee recommended nominee, in the past the Nominating Committee recommended
nominees generally have been current or former executives of PC holders.
In evaluating potential trustee nominees, including nominees recommended by Participation
Certificate holders, the Nominating Committee considers such qualifications and skills as it deems
relevant. The committee considers, among other things:
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whether the candidate will qualify as a trustee who is not an interested
person of the Company; |
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the absence of any real or apparent conflict of interest that would
interfere with the candidates ability to act in the best interests of the
Company and its Participation Certificate holders; |
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the contribution that the candidate can make to the Board of Trustees by
virtue of his or her education, business experience and financial expertise; |
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the interplay of the candidates skills and experience with the skills and
experience of other Board members; |
|
|
|
|
whether the candidate is willing to commit the time necessary to attend
meetings and fulfill the responsibilities of a trustee; |
|
|
|
|
the candidates personality traits, including integrity, independence,
leadership, sound business judgment and the ability to work effectively with
the other members of the Board of Trustees; and |
|
|
|
|
familiarity with the Company and utilization of the Company by the
nominees employer. |
With respect to the re-nomination of incumbent Trustees, past service to the Board is also
considered.
8
The Nominating Committee, acting through its members and with the assistance of officers
of BCS Financial Services Corporation, its administrator, usually seeks nominees by making
inquiries of PC holders. The Nominating Committee evaluates the qualifications of potential
nominees, taking into consideration the factors set forth above, among others. The Nominating
Committee will not evaluate nominees differently based on whether the nominee is recommended by a
PC holder, but the Nominating Committee would be likely to recommend nominees who are associated
with several different PC holders, rather than have several nominees who are associated with a
single PC holder. The Nominating Committee has not taken diversity into consideration in
identifying nominees for Trustees although it may determine to do so in the future.
The Company does not have a formal process for security holders to send communications to the Board
of Trustees because the Company does not believe such a process is necessary. The Company expects
that it will send any communication received for the trustees directly to them, unless the officers
of the Company determine such communication to be inappropriate.
The Company encourages trustees to attend annual meetings of PC holders. Seven Trustees attended
last years annual meeting of PC Holders.
APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP has been selected by the Board of Trustees, including all of the Board of
Trustees who are not interested persons, as the Independent Registered Public Accounting Firm for
the Company for the fiscal year ending December 31, 2010. The Trustees selected Deloitte & Touche
LLP at a meeting held April 8, 2010. The ratification of the selection of the Independent
Registered Public Accounting Firm for the 2010 fiscal year is to be voted upon at the Meeting, and
it is intended that the persons named in the accompanying proxy will vote for Deloitte & Touche LLP
unless contrary instructions are given. The selection of The Independent Registered Public
Accounting Firm is being submitted for ratification at the Meeting as required by the Investment
Company Act of 1940. Deloitte & Touche LLP has been the Companys Independent Registered Public
Accounting Firm since March 17, 2004 and has no direct or material indirect financial interest in
the Company. It is not expected that a representative of Deloitte & Touche LLP will be present at
the annual meeting of PC Holders.
Audit and Non-Audit Fees
The following table sets forth the aggregate audit and non-audit fees billed to the Fund for the
fiscal years ended December 31, 2009 and 2008 for professional services rendered by the Funds
Independent Registered Public Accounting Firm, Deloitte & Touche LLP.
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
2009 |
|
2008 |
Audit fees |
|
$ |
47,400 |
|
|
$ |
38,400 |
|
Audit-related fees |
|
|
16,800 |
|
|
|
16,000 |
|
Tax fees |
|
|
4,800 |
|
|
|
0 |
|
All other fees |
|
|
0 |
|
|
|
0 |
|
|
|
|
Total |
|
$ |
69,000 |
|
|
$ |
54,400 |
|
9
Audit fees include fees billed for professional services associated with the annual audits and
filings of the Funds Form N-1A, Form N-CSR and Form N-SAR. Audit related fees are fees billed for
assurance and related services that are reasonably related to the performance of the audit. The
audit related fees shown above are principally related to the semi-annual review of the Funds
financial statements. Tax fees represent fees billed for services rendered for tax compliance and
tax advice by the Funds Independent Registered Public Accounting Firm. All other fees would be for
services rendered other than those included in the audit, audit-related or tax categories. All
services for 2009 and 2008 for which fees are included in the table above were pre-approved by the
Audit Committee of the Fund.
Other Affiliate Services Required to be Pre-Approved
The Audit Committee of the Fund also is required to pre-approve services by the Funds auditor to
certain affiliate entities defined by SEC rules, including the Funds Advisor and any entity
controlling, controlled by or under common control with the Advisor to the extent such services are
determined to have a direct impact on the operations or financial reporting of the Fund. The amount
of all other fees billed for services provided to the Funds Advisor for such services was
approximately $407,500 in 2009 and $287,500 in 2008 related to the Advisors regulatory compliance
program. These services were pre-approved by the Audit Committee of the Fund.
Aggregate Non-Audit Fees
The aggregate non-audit fees billed for professional services for the Fund, the Funds Advisor and
all affiliates as defined, totaled approximately $407,500 in 2009 and $405,000 in 2008. The Audit
Committee has considered the compatibility of the non-audit services that were not subject to
pre-approval with the Independent Registered Public Accounting Firms independence.
Audit Committee Pre-Approval Policies
The Audit Committee of the Fund has adopted policies that require that each engagement of the
Funds independent auditors to render audit or non-audit services to the Fund be pre-approved by
the Funds Audit Committee, or if the committee shall determine to delegate such matter to one of
its members, such member shall have the authority to pre-approve audit or non-audit services to the
Company. The Funds Audit Committee, or if the committee shall determine to delegate such matter to
one of its members, such member, also pre-approves all engagements by the independent auditors for
engagements for non-audit services to the Adviser and any entity controlling, controlled by or
under common control with the Advisor that provides ongoing services to the Fund, if the engagement
relates directly to the operations or financial reporting of the Fund. The foregoing pre-approval
requirements will not apply to certain non-audit services, provided the same are limited in amount
and other requirements are satisfied with respect thereto, in accordance with the applicable
provisions of Rule 2-01 under SEC Regulation S-X.
10
ADDITIONAL INFORMATION
Officers
Officers of the Company are elected by the Trustees and serve at the pleasure of the Board.
Information is set forth below as to officers of the Company who are not Trustees:
|
|
|
|
|
|
|
|
|
Position(s) |
|
Term of Office(1) |
|
Principal |
Name, |
|
Held with |
|
and Length of |
|
Occupation(s) |
Address, and Age |
|
Fund |
|
Time Served |
|
During Past 5 Years |
Dale E. Palka
2 Mid America Plaza
Suite 200
Oakbrook Terrace, IL 60181
Age 62
|
|
President and Chief
Executive Officer
Chief Compliance
Officer
|
|
6 Months
5 Years
|
|
May 2009 to Present Senior Vice President,
BCS Financial Corporation.
2005 to May 2009 Senior Vice President,
BCS Financial Services Corporation. |
|
|
|
|
|
|
|
Joseph S. Castellon
2 Mid America Plaza
Suite 200
Oakbrook Terrace, IL 60181
Age 39
|
|
Treasurer
|
|
6 Months
|
|
June 2009 to Present- Assistant Vice President,
BCS Financial Corporation; July 2006 to November 2008
Vice President, Suburban Bank and Trust Company;
2005 to July 2006 Vice President, Harris Bank |
|
|
|
|
|
|
|
Sandra K. Strutz
2 Mid America Plaza
Suite 200
Oakbrook Terrace, IL 60181
Age 54
|
|
Secretary
|
|
7 Years
|
|
2005 to Present Assistant Corporate Secretary,
BCS Financial Corporation |
|
|
|
(1) |
|
Term of Office is one year |
The Company does not compensate any of its officers for services rendered to the Company in
their capacity as officers. Mr. Palka and Ms. Strutz are officers of BCS, the administrator, and
they receive compensation from BCS Financial Corporation.
Significant Owners
On April 30, 2010, the name, address, number of PCs held of record and percentage of ownership of
persons which may be the beneficial owners of 5% or more of the outstanding PCs of the
Government/REPO Portfolio because they possessed or shared voting or investment power with respect
to such PCs on behalf of their underlying accounts were as follows:
|
|
|
|
|
|
|
|
|
|
|
Amount and Nature Of |
|
|
Name and Address of Beneficial Owner |
|
Beneficial Ownership |
|
Percent of Class |
BlueCross BlueShield Association
225 North Michigan Avenue
Chicago, IL. 60601
|
|
|
17,163,915.70 |
|
|
|
15.83 |
% |
|
NASCO LLC
1200 Abernathy Road, Stuite 1000
Atlanta, GA. 30328
|
|
|
14,071,930.05 |
|
|
|
12.97 |
% |
|
Capital Blue Cross
2500 Elmerton Avenue
Harrisburg, PA. 17177
|
|
|
63,400,000.00 |
|
|
|
58.47 |
% |
On April 30, 2010, the name, address, number of PCs held of record and percentage of ownership
of persons which may be the beneficial owners of 5% or more of the outstanding PCs of the Money
11
Market Portfolio because they possessed or shared voting or investment power with respect to
such PCs on behalf of their underlying accounts were as follows:
|
|
|
|
|
|
|
|
|
|
|
Amount and Nature Of |
|
|
Name and Address of Beneficial Owner |
|
Beneficial Ownership |
|
Percent of Class |
BlueCross BlueShield Association
225 North Michigan Ave.
Chicago, IL. 60601
|
|
|
85,655,107.26 |
|
|
|
7.07 |
% |
|
Fort Dearborn Life Insurance Co.
1020 31st Street
Downers Grove, IL. 60515
|
|
|
102,024,975.59 |
|
|
|
8.42 |
% |
|
Health Care Services Corporation
300 East Randolph Street
Chicago, IL. 60601
|
|
|
351,221,304.48 |
|
|
|
28.98 |
% |
|
Blue Shield of California
50 Beale Street
San Francisco, CA. 94105
|
|
|
64,956,823.34 |
|
|
|
5.36 |
% |
|
Highmark, Inc.
120 Fifth Avenue Place, Suite 954
Pittsburgh, PA. 15222
|
|
|
73,807,104.06 |
|
|
|
6.09 |
% |
|
Blue Cross & Blue Shield of South Carolina
4101 Percival Road AX-A31
Columbia, SC. 29223
|
|
|
241,495,146.48 |
|
|
|
19.93 |
% |
Investment Advisor
The investment advisor for the Government/REPO Portfolio and the Money Market Portfolio is
BlackRock Institutional Management Corporation, 100 Bellevue Parkway, Wilmington, DE, 19809.
PC Holder Proposals for Next Annual Meeting
Any PC holder proposal intended to be presented at the Annual Meeting of PC holders to be held in
2011 must be received by the Company at its principal office not later than January 14, 2011 in
order for it to be included in the Companys proxy materials relating to such Annual Meeting. In
order for a PC holder to present a proposal at the 2011 Annual Meeting of PC holders, even if the
proposal is not submitted by the deadline for inclusion in the Proxy Statement, notice must be
given to the Secretary no later than March 30, 2011.
Other Matters
Management at present knows of no other business to be presented at the Meeting, or at any
adjournment(s) thereof by or on behalf of the Company or its management. Should any other matter
requiring a vote of PC holders arise, the persons named in the enclosed proxy will, unless
authority to vote on other matters is withheld, vote for the recommendations of management with
respect to such matters.
Dated: May 14, 2010
PC HOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH
TO HAVE THEIR PCs VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED
PROXY AND RETURN IT PROMPTLY.
12
PLAN INVESTMENT FUND, INC.
2 Mid America Plaza
Suite 200
Oakbrook Terrace, Illinois 60181
Proxy Solicitation on behalf of the Board of Trustees for the Annual Meeting of
Participation Certificate holders
To be held on June 25, 2010
The undersigned Participation Certificate (PC) holder of Plan Investment Fund, Inc. does hereby
appoint Sandra K. Strutz, Joseph S. Castellon and Dale E. Palka, or any of them, as attorney and
proxy of the undersigned, each with full power of substitution and resubstitution, to attend the
Annual Meeting of Participation Certificate holders to be held on June 25, 2010, at the Swissôtel
Chicago, 323 East Wacker Drive, Chicago, Illinois 60601, at 2:00 p.m. CDT and at all adjournments
thereof, and there at to vote the PCs held in the name of the undersigned on the record date for
said meeting on the matters listed below, all of which have been proposed by Plan Investment Fund,
Inc.
1. Election of Nine Trustees
Instructions: To vote for individual nominees, place an X on the line next to each such nominee,
up to a total of nine individual nominees. Unless the authority to vote for a nominee is withheld
or unless otherwise specified, authority is deemed granted to vote for the election of such
nominee.
TO BE UPDATED FOLLOWING RECOMMENDATIONS OF NOMINATING COMMITTEE
|
|
|
|
|
|
|
|
|
Name of |
|
|
|
|
|
Withhold |
|
Management Nominee |
|
Vote For |
|
|
Authority To Vote |
|
All of nominees listed below
Or individually: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John G. Foos |
|
|
|
|
|
|
|
|
Paul F. Brown |
|
|
|
|
|
|
|
|
Emil D. Duda |
|
|
|
|
|
|
|
|
Robert A. Leichtle |
|
|
|
|
|
|
|
|
Gerard T. Mallen |
|
|
|
|
|
|
|
|
Joseph F. Reichard |
|
|
|
|
|
|
|
|
John C. Trifone |
|
|
|
|
|
|
|
|
Marilyn T. Tromans |
|
|
|
|
|
|
|
|
Cynthia M. Vice |
|
|
|
|
|
|
|
|
|
|
|
Name of additional nominees(s) |
|
Vote For |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2. Selection of Independent Auditors
Ratify selection of Deloitte & Touche LLP as independent auditors for the fiscal year ending
December 31, 2010.
|
|
|
|
|
|
|
(Auditors)
|
|
o FOR
|
|
o ABSTAIN
|
|
o AGAINST |
3. Other Business
Recommendations of management with respect to such other business properly brought before the
Meeting (or any adjournment(s) thereof).
|
|
|
|
|
|
|
(Other Business)
|
|
o FOR
|
|
o ABSTAIN
|
|
o AGAINST |
The PCs represented by this Proxy shall be voted as instructed, provided that if no instruction is
given for a particular matter, this Proxy confers authority to vote:
(a) |
|
For the election of the Nominating Committees slate of Trustees set forth in paragraph 1
above; |
|
(b) |
|
For Appointment of Independent Auditors set forth in paragraph 2 above; |
|
(c) |
|
For the recommendations of management with respect to such other business properly brought
before the Meeting (or any adjournment(s) thereof). |
Dated: , 2010
|
|
|
|
|
|
(Signature) (Title)
|
|
(Print Name) |
THIS PROXY SHOULD BE SIGNED BY AN OFFICER AUTHORIZED TO GIVE WRITTEN INSTRUCTIONS FOR
INVESTMENT ACCOUNTS AND RETURNED TO THE COMPANY C/O PNC Global Investment Services, 760 MOORE ROAD,
F4-F760-01-2, KING OF PRUSSIA, PA 19406.