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.: |
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 17, 2011
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 17, 2011 at 8:30 a.m. CDT at The American Club, 419 Highland
Dr., Kohler, WI 53044, for the following purposes:
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To elect eleven 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, 2011; |
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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 29, 2011 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 25, 2011 in the enclosed envelope in order that the meeting
may be held and a maximum number of Participation Certificates may be voted.
May 13, 2011
Joseph S. Castellon, 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 17, 2011 at 8:30 a.m. CDT at The American
Club, 419 Highland Dr., Kohler, WI 53044, (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 13, 2011.
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 29, 2011, 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: 30,889,104 Government/REPO Portfolio PCs, and
1,250,851,003 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, 2010, 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 (BCSFSC) (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
BNY Mellon Asset Servicing US Investor Services, Attn: Zakiya Hill, 760 Moore Road, 19K-0102, King
of Prussia, PA 19406.
Important Notice regarding the availability of Proxy Materials for the annual meeting to be held on
June 17, 2011. This Proxy Statement is available at www.PIF.com.
ELECTION OF TRUSTEES
Eleven 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.
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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Term of |
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Number of |
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Office(1) |
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Portfolios in |
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and |
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Fund |
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Other |
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Position(s) |
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Length |
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Principal |
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Complex |
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Trusteeships |
Name, |
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Held with |
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of Time |
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Occupation(s) |
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Overseen |
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Held by the |
Address, and Age |
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the Fund |
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Served |
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During Past 5 Years |
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by Trustee |
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Trustee |
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Dorothy A. Coleman
500 Exchange Street
Providence, RI 02903
Age 48
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Trustee
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___(2)
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2009 to Present Executive Vice President,
Chief Financial Officer and Treasurer,
Blue Cross and Blue Shield of Rhode Island;
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Two
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None |
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2006 to October 2008 Chief Operating
Officer/Interim President Public Sector
Line of Business, United Healthcare |
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Emil D. Duda
165 Court Street
Rochester, NY 14647
Age 59
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Trustee
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9 Years
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2006 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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John G. Foos
1181 Gussies Knoll
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Chairman
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7 Years
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November 2008 to Present retired;
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Two
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Transatlantic
Holdings, Inc |
Greensboro, GA 30642
Age 61
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Trustee
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9 Years
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2006 to November 2008 Senior Vice
President and Chief Financial Officer, Independence
Blue Cross
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Term of office is one year |
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(2) |
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Less than one year |
2
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Term of |
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Number of |
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Office(1) |
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Portfolios in |
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and |
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Fund |
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Other |
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Length |
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Principal |
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Complex |
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Trusteeships |
Name, |
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Held with |
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of Time |
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Occupation(s) |
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Overseen |
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Held by the |
Address, and Age |
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the Fund |
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Served |
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During Past 5 Years |
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by Trustee |
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Trustee |
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Robert J. Kolodgy
225 North Michigan Ave.
Chicago, IL 60601
Age 53
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Trustee
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___(2)
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2009 to Present Senior Vice
President and Chief Financial
Officer, Blue Cross and Blue
Shield Association;
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Two
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None |
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2006 to 2009 Chief Operating
Officer, Chief Financial
Officer, Chief Strategy
Officer, Paramount Healthcare
and Promedica Health Systems |
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Alan Krigstein
1901 Market Street
Philadelphia, PA 19103
Age 59
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December 2010 to Present
Executive Vice President and
Chief Financial Officer,
Independence Blue Cross;
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Two
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None |
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May 2009 to December 2010
Senior Vice President and Chief
Financial Officer,
Independence Blue Cross; |
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2006 to April 2009 Senior
Vice President and Chief
Financial Officer, Keystone
Mercy Health Plan, Amerihealth
Mercy Health Plan and
Treasurer, Select Health Inc. |
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Robert A. Leichtle
I-20 East at Alpine Road
Columbia, SC 29219
Age 64
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Trustee
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10 Years
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2006 to Present Executive
Vice President, Chief Financial
Officer and Treasurer,
BlueCross and BlueShield 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
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Trustee
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6 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 |
Chicago, IL 60601
Age 56
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2006 to December 2008 Vice
President Treasury Operations,
Health Care Service
Corporation (HCSC) (Blue Cross
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 63
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Trustee
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13 Years
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2006 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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John C. Trifone
445 Industrial Lane
Berlin, VT 0-5602
Age 56
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Trustee
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4 Years
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2006 to Present Vice
President, Treasurer, Chief
Financial Officer and Chief
Information Officer, Blue Cross
Blue Shield of Vermont;
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Two
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None |
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January 2006 to February 2006
Corporate Vice President,
Information Technology &
Development, Vice President,
Finance, Blue Cross and Blue
Shield of Mississippi |
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(1) |
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Term of office is one year |
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(2) |
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Less than one year |
3
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Term of |
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Number of |
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Office(1) |
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Portfolios in |
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and |
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Fund |
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Other |
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Position(s) |
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Length |
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Principal |
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Complex |
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Trusteeships |
Name, |
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Held with |
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of Time |
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Occupation(s) |
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Overseen |
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Held by the |
Address, and Age |
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the Fund |
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Served |
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During Past 5 Years |
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by Trustee |
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Trustee |
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Marilyn T. Tromans
2301 Main
Kansas City, MO 64108
Age 57
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Trustee
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4 Years
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October 2010 to Present Senior
Vice President, Chief Financial
Officer, Blue Cross and Blue Shield
of Kansas City;
2006 to September 2010 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 51
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Trustee
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1 Year
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April 2009 to Present Senior Vice
President, Chief Financial Officer
and Treasurer, Blue Cross and Blue
Shield of Alabama;
2006 to April 2009 Vice President,
Internal Audit and Information
Security, Blue Cross and Blue Shield
of Alabama
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Two
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None |
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Term of office is one year |
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Less than 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 ten 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 Financial Services Corporation (BCSFSC) as administrator of the Fund and
BlackRock Institutional Management Company (BIMC) as the Funds investment advisor. These
reports are prepared monthly and provided to the Board on a 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.
The Board met five times during the Funds fiscal year ended December 31, 2010. During the fiscal
year ended December 31, 2010, Dorothy Coleman, who was first elected to the Board during such
fiscal year, attended less than 75% of the aggregate number of meetings of the Board and the
committees of the Board on which she served.
All of the Trustees, except for Mr. Foos, 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. Five of the Trustees have served as Trustees of the Fund for more than five years.
Each of the Trustees 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. While the current Trustees all have
investment experience and skills and financial management skills, future Trustees may have
additional or different experience and skills.
4
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 |
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Name of Trustee or |
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Dollar Range of Equity Securities in |
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Nominee in Family of Investment |
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Nominee |
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the Fund |
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Companies |
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As of December 31, 2010, 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.
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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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Percent of |
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Nominee |
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To Trustee or Nominee |
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Company |
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Title of Class |
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Securities |
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Class |
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As of December 31, 2010, 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 29,
2011 these Trustee nominees employers owned or controlled the following:
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Government/REPO |
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Money Market |
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Trustee |
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Portfolio PCs |
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Portfolio PCs |
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Dorothy A. Coleman |
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207,052.75 |
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0.00 |
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Emil D. Duda |
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10,116.80 |
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12,772,894.19 |
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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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183,163,477.89 |
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Robert J. Kolodgy |
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3,920,324.67 |
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108,346,835.18 |
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Gerard T. Mallen |
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1,501,086.50 |
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347,479,629.13 |
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Alan Krigstein |
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163,402.01 |
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53,098,111.03 |
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Joseph F. Reichard |
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0.00 |
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170,712,469.31 |
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John C. Trifone |
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0.00 |
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1,001,685.89 |
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Marilyn T. Tromans |
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0.00 |
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10,600,214.44 |
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Cynthia M. Vice |
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0.00 |
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53,328,443.95 |
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5
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, 2010.
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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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$ |
2,100 |
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$ |
2,100 |
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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.
BCSFSC has been retained to act as administrator for the Company. For the services provided and
expenses assumed by BCSFSC as administrator, BCSFSC 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, 2010, BCSFSC was paid $14,677 and waived $46,532 of the $61,209
which BCSFSC was entitled to as the fee payable for its services as administrator for the
Government/REPO Portfolio. For the fiscal year ended December 31, 2010, BCSFSC was paid $515,350
and waived $128,838 of the $644,188 which BCSFSC was entitled to for its services as administrator
for the Money Market Portfolio. For the four months ending April 30, 2011, BCSFSC earned ($5,432)
after fee waivers, as administrator for the Government/REPO Portfolio, and earned $176,069, after
fee waivers, as administrator for the Money Market Portfolio, resulting in a net payment or credit
of $170,637 to BCSFSC from the Company.
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; |
6
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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, Marilyn Tromans and Cynthia Vice.
The Audit Committee met two times during the Companys most recent fiscal year.
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 Kolodgy, 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 three times 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 2011 must have
been received by the Company by January 13, 2011.
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:
|
|
|
whether the candidate will qualify as a trustee who is not an interested
person of the Company; |
|
|
|
|
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; |
|
|
|
|
the contribution that the candidate can make to the Board of Trustees by virtue
of his or her education, business experience and financial expertise; |
7
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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; |
|
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|
|
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.
The Nominating Committee, acting through its members and with the assistance of officers of BCSFSC,
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 nominee approved by the
Nominating Committee for inclusion in the Companys proxy card for the Meeting (other than trustees
standing for re-election) is Alan Krigstein. Mr. Krigstein was recommended as a nominee by the
executive officers of the Company. 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. All 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, 2011. The Trustees selected Deloitte & Touche
LLP at a meeting held April 20, 2011. The ratification of the selection of the Independent
Registered Public Accounting Firm for the 2011 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
8
Public Accounting Firm since February 25, 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, 2010 and 2009 for professional services rendered by the Funds
Independent Registered Public Accounting Firm, Deloitte & Touche LLP.
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Year Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
Audit fees |
|
$ |
50,500 |
|
|
$ |
47,400 |
|
Audit-related fees |
|
|
21,707 |
|
|
|
16,800 |
|
Tax fees |
|
|
10,200 |
|
|
|
4,800 |
|
All other fees |
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
Total |
|
$ |
82,407 |
|
|
$ |
69,000 |
|
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 2010 and 2009 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 $17,000 in 2010 and $407,500 in 2009 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 $17,000 in 2010 and $407,500 in 2009. 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.
9
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:
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Position(s) |
|
Term of Office(1) |
|
Principal |
Name, |
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Held with |
|
and Length of |
|
Occupation(s) |
Address, and Age |
|
Fund |
|
Time Served |
|
During Past 5 Years |
|
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|
|
|
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Dale E. Palka
2 Mid America Plaza
Suite 200
Oakbrook Terrace, IL
60181
Age 63
|
|
President and Chief
Executive Officer
|
|
1 Year
|
|
May 2009 to Present Senior Vice President,
BCS Financial Corporation.
2006 to May 2009 Senior Vice President,
BCS Financial Services Corporation. |
|
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|
|
|
|
|
Joseph S. Castellon
2 Mid America Plaza
Suite 200
Oakbrook Terrace, IL
60181
Age 40
|
|
Treasurer
Chief Compliance
Officer
Secretary
|
|
1 Year
___(2)
___(2)
|
|
April 2010 to Present-
Vice President,
BCS Financial Corporation;
June 2009 to March 2010-
Assistant Vice President,
BCS Financial Corporation;
July 2006 to November 2008-
Vice President, Suburban Bank
and Trust Company;
January 2006 to July 2006
Vice President,
Harris Bank, N.A. |
|
|
|
(1) |
|
Term of office is one year |
|
(2) |
|
Less than 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 Mr. Castellon are officers of BCSFSC, the administrator,
and they receive compensation from BCS Financial Corporation.
Significant Owners
On April 29, 2011, 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:
11
|
|
|
|
|
|
|
|
|
|
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Amount and Nature Of |
|
|
Name and Address of Beneficial Owner |
|
Beneficial Ownership |
|
Percent of Class |
|
|
|
|
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|
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|
NASCO LLC
1200 Abernathy Road, Suite 1000
Atlanta, GA 30328
|
|
|
14,085,756.46 |
|
|
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45.60 |
% |
|
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|
|
|
|
|
|
|
The Regence Group
1800 Ninth Avenue MS 1025
Seattle, WA 98101
|
|
|
5,941,905.19 |
|
|
|
19.24 |
% |
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|
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Blue Cross and Blue Shield Association
225 North Michigan Avenue
Chicago, IL 60181
|
|
|
3,920,324.67 |
|
|
|
12.69 |
% |
|
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|
|
|
|
|
|
|
BCS Financial Corporation
2 Mid America Plaza
Oakbrook Terrace, IL 60181
|
|
|
1,735,385.78 |
|
|
|
5.62 |
% |
On April 29, 2011, 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
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:
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|
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|
|
|
|
|
|
Amount and Nature Of |
|
|
Name and Address of Beneficial Owner |
|
Beneficial Ownership |
|
Percent of Class |
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|
|
|
|
|
|
|
|
Health Care Services Corporation
300 East Randolph Street
Chicago, IL. 60601
|
|
|
347,479,629.13 |
|
|
|
27.78 |
% |
|
|
|
|
|
|
|
|
|
Blue Cross & Blue Shield of South Carolina
4101 Percival Road AX-A31
Columbia, SC. 29223
|
|
|
183,163,477.89 |
|
|
|
14.64 |
% |
|
|
|
|
|
|
|
|
|
Highmark, Inc.
120 Fifth Avenue Place, Suite 954
Pittsburgh, PA. 15222
|
|
|
170,712,469.31 |
|
|
|
13.65 |
% |
|
|
|
|
|
|
|
|
|
BlueCross BlueShield Association
225 North Michigan Ave.
Chicago, IL. 60601
|
|
|
108,346,835.18 |
|
|
|
8.66 |
% |
|
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|
|
|
|
|
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|
Capital Blue Cross
1901 Market Street
Philadelphia, PA. 19103
|
|
|
102,162,814.19 |
|
|
|
8.17 |
% |
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. It is
anticipated that following the date of the Annual Meeting, the investment advisory functions
currently provided to the Portfolios by BlackRock Institutional Management Corporation will be
transferred to its direct parent entity, BlackRock Advisors, LLC
12
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
2012 must be received by the Company at its principal office not later than January 13, 2012 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 2012 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 29, 2012.
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 13, 2011
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.
13
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 17, 2011
The undersigned Participation Certificate (PC) holder of Plan Investment Fund, Inc. does hereby
appoint 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 17, 2011 at 8:30 a.m. CDT at The
American Club, 419 Highland Dr., Kohler, WI 53044, at 8:30 a.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 Eleven Trustees
Instructions: To vote for individual nominees, place an X on the line next to each such nominee,
up to a total of eleven 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.
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Name of |
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Withhold |
Management Nominee |
|
Vote For |
|
Authority To Vote |
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|
|
|
All of nominees listed below
or individually:
|
|
_____
|
|
_____ |
Dorothy A. Coleman
|
|
_____
|
|
_____ |
Emil D. Duda
|
|
_____
|
|
_____ |
John G. Foos
|
|
_____
|
|
_____ |
Robert J. Kolodgy
|
|
_____
|
|
_____ |
Alan Krigstein
|
|
_____
|
|
_____ |
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 |
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2. Selection of Independent Auditors
Ratify selection of Deloitte & Touche LLP as independent auditors for the fiscal year ending
December 31, 2011.
|
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|
(Auditors)
|
|
FOR
|
|
ABSTAIN
|
|
AGAINST |
3. Other Business
Recommendations of management with respect to such other business properly brought before the
Meeting (or any adjournment(s) thereof).
|
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|
|
|
|
|
|
(Other Business)
|
|
FOR
|
|
ABSTAIN
|
|
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: , 2011
|
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(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 BNY MELLON ASSET SERVICING US INVESTOR
SERVICES, ATTN: ZAKIYA HILL, 760 MOORE ROAD, 19K-0102, KING OF PRUSSIA, PA 19406.