DEF 14A 1 tm2120096d1_def14a.htm DEF 14A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 14A

 

(RULE 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

 

Filed by the Registrant x
Filed by a Party other than the Registrant ¨

 

Check the appropriate box:
 
¨ Preliminary Proxy Statement
¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material Pursuant to Section 240.14a-12

 

Plan Investment Fund, Inc.

(Name of Registrant as Specified In Its Charter)

 

 
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):
 
x No fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)Title of each class of securities to which transaction applies:
     

 

(2)Aggregate number of securities to which transaction applies:
     

 

(3)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):
     

 

(4)Proposed maximum aggregate value of transaction:
     

 

(5)Total fee paid:
     

 

¨Fee paid previously with preliminary materials:
    

 

oCheck 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.
    

 

(1)Amount Previously Paid:
     

 

(2)Form, Schedule or Registration Statement No.:
     

 

(3)Filing Party:
     

 

(4)Date Filed:
     

 

 

 

PLAN INVESTMENT FUND, INC.
2 Mid America Plaza
Suite 200
Oakbrook Terrace, Illinois 60181

______________________________

 

NOTICE OF SPECIAL MEETING OF
PARTICIPATION CERTIFICATE HOLDERS
TO BE HELD ON JULY 22, 2021

______________________________

 

TO:The Participation Certificate Holders of Plan Investment Fund, Inc.

 

A Special Meeting of Participation Certificate holders of Plan Investment Fund, Inc., a Maryland Corporation (the “Fund”), will be held on July 22, 2021 at 10:00 A.M. CDT at BCS Financial Corporation, 2 Mid America Plaza, Suite 200, Oakbrook Terrace, Illinois 60181 (the “Meeting”), to consider and vote on the following proposal:

 

1)To elect Jennifer J. Allen, Sandra M. Clarke, Diane G. Gore and Gina L. Marting to the Board of Trustees of the Fund.

 

The proposal referred to above is discussed in the Proxy Statement attached to this Notice. Participation Certificate holders of record at the close of business on May 31, 2021 have the right to receive notice of, attend, and vote at the Meeting or any postponements or adjournments thereof. If a quorum is not present at the Meeting, the chairman of the Meeting may adjourn the Meeting to a later date.

 

Whether or not you expect to be present at the Meeting, we urge you to complete, date, sign and return in the self-addressed envelope provided with the enclosed proxy card, or take advantage of Internet voting as described in the proxy card, before July 22, 2021 in order that the Meeting may be held and a maximum number of Participation Certificates may be voted.

 

June 24, 2021  
   
/s/ Ann F. Frolik  

Ann F. Frolik, Secretary

Plan Investment Fund, Inc.

 

IMPORTANT — WE NEED YOUR PROXY VOTE IMMEDIATELY

 

A Participation Certificate holder may think that his or her vote is not important, but it is vital. We urge you to vote, sign and date the enclosed proxy card and return it, or to take advantage of the Internet voting procedures, as described on your proxy card. Your prompt return of the enclosed proxy cards (or authorizing your proxy by other available means) may save the necessity of further solicitations. If you wish to attend the Meeting and submit your vote in person at that time, you will still be able to do so.

 

Important Notice Regarding Availability of Proxy Statement for the Meeting to be held on July 22, 2021: The Proxy Statement is available on the Internet at www.PIF.com.

 

 

 

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., a Maryland Corporation (the “Fund”), for use at the Special Meeting of Participation Certificate holders to be held on July 22, 2021 at 10:00 A.M. CDT at BCS Financial Corporation, 2 Mid America Plaza, Suite 200, Oakbrook Terrace, Illinois 60181 (such meeting, including any postponement or adjournment thereof, being referred to as the “Meeting”). The Fund will bear all proxy solicitation costs. This Proxy Statement and the enclosed proxy are expected to be distributed to Participation Certificate holders on or about June 24, 2021. The solicitation will occur principally via mail and by telephone, but proxies may also be solicited through electronic communication.

 

The Fund currently consists of two series or investment portfolios: the Government Portfolio and the Money Market Portfolio (each a “Portfolio” and collectively, the “Portfolios”). Only Participation Certificate holders of record at the close of business on May 31, 2021 (the “Record Date”), will be entitled to notice of and to attend and vote at the Meeting or any postponements or adjournments thereof. As of the Record Date, the following number of Participation Certificates of the Fund were outstanding and entitled to be voted at the Meeting: 1,229,463,434.19 Government Portfolio Participation Certificates; and 52,280,440.31 Money Market Portfolio Participation Certificates. Cumulative voting is not permitted.

 

The presence in person or by proxy of Participation Certificate holders of the Fund entitled to cast at least a majority of the votes entitled to be cast shall constitute a quorum at the Meeting. When a quorum is present, the affirmative vote of the holders of a majority of the outstanding Participation Certificates of the Fund shall be required to elect each nominee to the Board of Trustees of the Fund (the “Board of Trustees” or the “Board”). Participation Certificate holders of each Portfolio will vote together as a single class to elect nominees to the Board. Each Portfolio’s Participation Certificate holders shall be entitled to cast one vote for each Participation Certificate, and a pro rata vote for each fractional Participation Certificate, held as of the Record Date on each matter to be voted upon at the Meeting. Participation Certificate holders as of the Record Date will have the option to vote “FOR” or “AGAINST” each nominee, or may “ABSTAIN” from voting with respect to any nominee. Votes to “Abstain” and “broker non-votes” (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote, and (ii) the broker or nominee does not have the discretionary voting power on a particular matter) will be treated as shares present at the Meeting for purposes of establishing a quorum for the transaction of business. Nominees for election to the Board of Trustees shall be elected by written ballots, each of which shall be signed by the Participation Certificate holder or its proxy and specifying the number of Participation Certificates voted with respect to such election. All Participation Certificates represented by valid proxies will be voted for each nominee named below unless a contrary instruction is given.

 

Even if you expect to be present at the Meeting, please vote, sign, date, and return in the self-addressed envelope provided the enclosed proxy card, or take advantage of the Internet voting option, as described in your proxy card. Any Participation Certificate holder giving a proxy may revoke it at any time before it is exercised by submitting to the Fund a written notice of revocation or a subsequently executed proxy or by attending the Meeting and voting in person.

 

The Board recommends that Participation Certificate holders vote “FOR” the election of each nominee as a Trustee.

 

 

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING TO BE HELD ON JULY 22, 2021: THE NOTICE OF MEETING, PROXY STATEMENT AND PROXY CARDS ARE AVAILABLE AT WWW.PIF.COM.

 

The Fund’s Annual Report for its Portfolios, containing financial statements for the year ended December 31, 2020, has been mailed to Participation Certificate holders of such Portfolios and is not to be regarded as proxy solicitation material. To receive a free copy of this report, contact BCS Financial Services Corporation at (800) 621-9215 or to the attention of Alexander D. Hudson at 2 Mid America Plaza, Suite 200, Oakbrook Terrace, Illinois 60181.

 

A distribution of proxy materials including the Notice of the Meeting, Proxy Statement and proxy card is being made to holders of Participation Certificates of the Government Portfolio and the Money Market Portfolio. Proxies may be returned by mail in the self-addressed envelope provided or submitted via the Internet as described in the proxy card.

 

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PROPOSAL:

 

ELECTION OF TRUSTEES

 

Plan Investment Fund, Inc. is a Maryland Corporation, and pursuant to the Maryland General Corporation Law the governing body of the Fund has been designated as the “Board of Trustees” (each Board member, a “Trustee” and together, the “Trustees”). The Board of Trustees currently consists of 13 persons. Nine Trustees, Nicholas G. Chiarello, William A. Coats, W. Dennis Cronin, John F. Giblin, Robert J. Kolodgy, Michael J. Mizeur, Vincent P. Price, Cynthia M. Vice, and T. Ralph Woodard, Jr. have previously been elected by Participation Certificate holders for an indefinite term until his or her successor is duly elected and qualifies or until his or her resignation, death or removal and therefore are not required to stand for reelection. The remaining four Trustees: Jennifer J. Allen, Sandra M. Clarke, Diane G. Gore, and Gina L. Marting, were appointed to the Board by the Board members that comprised the Board at the time of their appointment in accordance with the Fund’s Bylaws and Section 16(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Ms. Allen was appointed to the Board in 2020, Ms. Clarke was appointed to the Board in 2019 and Ms. Gore and Ms. Marting were appointed to the Board in 2018. The Board has nominated Jennifer J. Allen, Sandra M. Clarke, Diane G. Gore, and Gina L. Marting for election to the Board at the Meeting (each, a “Nominee” and together, the “Nominees”) and recommended that Participation Certificate holders vote “FOR” the election of each Nominee at the Meeting. Each Nominee so elected as a member of the Board will hold office for an indefinite term until her successor is duly elected and qualifies or until her resignation, death or removal.

 

The persons named as proxies in the accompanying proxy have been designated as such by the Board of Trustees, and all Participation Certificates represented by valid proxies will be voted “FOR” the election of each Nominee unless contrary instructions are given, such as instructions to “Abstain” or vote “Against” a Nominee.

 

All Nominees listed below have agreed to stand for election and consented to serve as Trustees of the Fund, if elected. In case any Nominee shall be unable or shall fail to act as a Trustee by virtue of an unexpected occurrence, persons named as proxies will vote in their discretion for such other nominee or nominees as the current Trustees may recommend, unless a decision is made to reduce the number of Trustees serving on the Board. When a quorum is present, the affirmative vote of the holders of a majority of the outstanding Participation Certificates of the Fund shall be required to elect each Nominee to the Board. The following table sets forth certain information about the Trustees and Nominees:

 

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Trustees and Nominees for Election

 

Name,
Address and Age
  Position(s)
Held
with Fund
  Term of
Office
and
Length
of Time
Served
  Principal
Occupation(s)
During Past
5 Years (including
actual start date
regardless of number
of years)
  Number
of
Portfolios
in
Fund
Complex
Overseen
by
Trustee/
Nominee
  Other
Trusteeships/
Directorships
Held by
Trustee/
Nominee
During
Past Five
Years
Disinterested Trustee/Nominee:               
Jennifer J. Allen
3545 Lakeland Drive
Jackson, MS 39232
Age: 45
  Trustee and Nominee  Indefinite, since 2020  2019 to Present – Executive Vice President and Chief Financial Officer, and from 2014 to 2019 – Senior Vice President, Provider Partnerships, Blue Cross & Blue Shield of Mississippi  Two  None
                
Nicholas G. Chiarello
4705 University Dr.
Durham, NC 27707
Age: 43
  Trustee  Indefinite, since 2018  2014 to Present – Director of Investments and Assistant Treasurer, Blue Cross and Blue Shield of North Carolina  Two  None
                

Sandra M. Clarke

601 12th Street

Oakland, CA 94607

Age: 52

  Trustee and Nominee  Indefinite,
since 2019
 

2018 to Present – Senior Vice President and Chief Financial Officer, Blue Shield of California

 

2013 to 2018 – Regional Chief Financial Officer, Daiichi Sankyo, Inc.

  Two  None
                
William A. Coats
4800 Deerwood Campus Parkway,
Building 100
Jacksonville, FL 32246
Age: 66
  Trustee  Indefinite,
since 2018
  2011 to Present – Vice President, Treasurer and Chief Investment Officer of GuideWell and Blue Cross and Blue Shield of Florida  Two  None
                
W. Dennis Cronin
120 Fifth Avenue, Suite 193A
Pittsburgh, PA 15222
Age: 54
  Trustee  Indefinite,
since 2015
  2020 to Present – Senior Vice President, Treasury Services and Chief Investment Officer, and from 2013 to 2020 – Senior Vice President, Treasury Services, Assistant Treasurer and Chief Risk Officer, Highmark Health  Two  None

 

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Name,
Address and Age
  Position(s)
Held
with Fund
  Term of
Office
and
Length
of Time
Served
  Principal
Occupation(s)
During Past
5 Years (including
actual start date
regardless of number
of years)
  Number
of
Portfolios
in
Fund
Complex
Overseen
by
Trustee/
Nominee
  Other
Trusteeships/
Directorships
Held by
Trustee/
Nominee
During
Past Five
Years
John F. Giblin
1 Cameron Hill Circle
Chattanooga, TN 37402
Age: 64
  Trustee  Indefinite, since 2015  2007 to Present – Executive Vice President and Chief Financial Officer, BlueCross BlueShield of Tennessee, Inc.   Two  None
                
Diane G. Gore
4000 House Avenue
Cheyenne, WY 82001
Age: 58
  Trustee and Nominee  Indefinite, since 2018  2019 to Present – President and Chief Executive Officer, and from 2017 to 2019 - Chief Operating Officer, and from 2002 to 2017 – Chief Financial Officer and Treasurer, Blue Cross Blue Shield of Wyoming  Two  None
                
Robert J. Kolodgy
225 N. Michigan Ave.
Chicago, IL 60601
Age: 63
 

Chairman

 

Trustee

 

Indefinite, since 2014;

 

Indefinite, since 2010

  2016 to Present – Executive Vice President and Chief Financial Officer, and from 2009 to 2016 - Senior Vice President of Financial Services and Government Programs and Chief Financial Officer, Blue Cross Blue Shield Association   Two  None
                
Gina L. Marting
818 Keeaumoku Street
Honolulu, HI 96814
Age: 60
  Trustee and Nominee  Indefinite, since 2018  2020 to Present – Executive Vice President, Chief Financial Officer and Treasurer, and from 2017 to 2020 – Senior Vice President, Chief Financial Officer and Treasurer, and from 2013 to 2017 – Senior Vice President, Accounting & Finance and Assistant Treasurer, Hawaii Medical Service Association  Two  None

 

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Name,
Address and Age
  Position(s)
Held
with Fund
  Term of
Office
and
Length
of Time
Served
  Principal
Occupation(s)
During Past
5 Years (including
actual start date
regardless of number
of years)
  Number
of
Portfolios
in
Fund
Complex
Overseen
by
Trustee/
Nominee
  Other
Trusteeships/
Directorships
Held by
Trustee/
Nominee
During
Past Five
Years
Michael J. Mizeur
2501 Faraway Drive
Columbia, SC 29223
Age: 51
  Trustee  Indefinite, since 2016  2011 to Present – Executive Vice President, Chief Financial Officer and Treasurer, BlueCross BlueShield of South Carolina   Two  None
                
Vincent P. Price
100 SW Market Street
Portland, OR 97201
Age: 58
  Trustee  Indefinite, since 2012  2009 to Present – Executive Vice President and Chief Financial Officer, Cambia Health Solutions, Inc.  Two  Director, Barrett Business Services, Inc. (since 2017)
                
Cynthia M. Vice
450 Riverchase Parkway
Birmingham, AL 35242
Age: 61
  Trustee  Indefinite, since 2009  2009 to Present – Senior Vice President, Chief Financial Officer and Treasurer, Blue Cross and Blue Shield of Alabama  Two  None
                
T. Ralph Woodard, Jr.
3000 E. Pine Avenue
Meridian, ID 83642
Age: 55
  Trustee  Indefinite, since 2018 

2017 to Present – Executive Vice President and Chief Financial Officer, Blue Cross of Idaho Health Service, Inc.

 

2014 to 2016 – Vice President, Treasurer and Chief Risk Officer, BlueCross BlueShield of Tennessee, Inc.

  Two  None

 

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Leadership Structure and Board of Trustees

 

The business and affairs of the Fund are managed under the direction of the Board. The Board has structured itself in a manner that it believes allows it to perform its oversight function effectively. The Board has established two standing committees, an Audit Committee and a Nominating Committee, which are discussed in greater detail below under “Committees of the Board of Trustees.” The Board is entirely comprised of Trustees, each of whom is not an “interested person” (as defined in the Investment Company Act) of the Fund (each an “Independent Trustee”). As of the date of this Proxy Statement, there are 13 members serving on the Board, including the Chairman of the Board. The Chairman presides at meetings of the Board and at meetings of Participation Certificate holders. The Chairman, Sandra M. Clarke, is an Independent Trustee. The Board exercises risk oversight of the Fund through receiving and reviewing compliance reports from, and making inquiries of, the Fund’s administrator and the 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 reports at regular Board meetings, including an annual report from the Chief Compliance Officer and by making inquiries of and having meetings with the Chief Compliance Officer. The Board held four meetings during the Fund’s most recent fiscal year. During the Fund’s most recent fiscal year, the following Trustees attended fewer than 75% of the aggregate number of Board meetings and meetings of committees of the Board of which they were a member: W. Dennis Cronin (not a committee member).

 

The following is a brief discussion of the experiences and qualifications considered by the Board that led to the conclusion, as of the date of this Proxy Statement, that each Trustee, and in the case of Mses. Allen, Clarke, Gore and Marting, each Nominee, should serve as a Trustee. The information provided below is not all-inclusive.

 

Jennifer J. Allen has held senior financial management positions since 2014, including currently serving as Executive Vice President and Chief Financial Officer of Blue Cross & Blue Shield of Mississippi as shown in the table above.

 

Sandra M. Clarke has held senior financial management positions since 2013, including currently serving as Senior Vice President and Chief Financial Officer of Blue Shield of California as shown in the table above.

 

Diane G. Gore has held senior financial management positions since 2002, including currently serving as President and Chief Executive Officer of Blue Cross Blue Shield of Wyoming as shown in the table above.

 

Gina L. Marting has held senior financial management positions since 2013, including currently serving as Executive Vice President, Chief Financial Officer and Treasurer of Hawaii Medical Service Association as shown in the table above.

 

Nicholas G. Chiarello has held senior financial management positions since 2014, including currently serving as Director of Investments and Assistant Treasurer of Blue Cross and Blue Shield of North Carolina as shown in the table above.

 

William A. Coats has held senior financial management positions since 2011, including currently serving as Vice President, Treasurer and Chief Investment Officer of Guidewell and Blue Cross and Blue Shield of Florida as shown in the table above.

 

W. Dennis Cronin has held senior financial management positions since 2013, including currently serving as Senior Vice President, Treasury Services and Chief Investment Officer of Highmark Health as shown in the table above.

 

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John F. Giblin has held senior financial management positions since 2007, including currently serving as Executive Vice President and Chief Financial Officer of BlueCross BlueShield of Tennessee, Inc. as shown in the table above.

 

Robert J. Kolodgy has held senior financial management positions since 2009, including currently serving as Executive Vice President and Chief Financial Officer of Blue Cross Blue Shield Association as shown in the table above.

 

Michael J. Mizeur has held senior financial management positions since 2011, including currently serving as Executive Vice President, Chief Financial Officer and Treasurer of BlueCross BlueShield of South Carolina as shown in the table above.

 

Vincent P. Price has held senior financial management positions since 2009, including currently serving as Executive Vice President and Chief Financial Officer of Cambia Health Solutions, Inc. as shown in the table above.

 

Cynthia M. Vice has held senior financial management positions since 2009, including currently serving as Senior Vice President, Chief Financial Officer and Treasurer of Blue Cross and Blue Shield of Alabama as shown in the able above.

 

T. Ralph Woodard, Jr. has held senior financial management positions since 2014, including currently serving as Executive Vice President and Chief Financial Officer of Blue Cross of Idaho Health Service, Inc. as shown in the table above.

 

The Board has concluded that the interests of the Fund and its Participation Certificate holders are served by having Trustees who have long-term experience as Trustees of the Fund, as well as highly experienced Trustees with shorter Fund tenures, who may bring new perspectives to management of the Fund. The Board 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. While the current Trustees all have investment experience and skills and financial management experience and skills, future Trustees may have additional or different experience and skills.

 

The discussion of the Trustees’ experience and qualifications is pursuant to SEC requirements, does not constitute holding out the Board or any Trustee as having any special expertise, and shall not impose any greater responsibility or liability on any such person or the Board of Trustees by reason thereof.

 

As of December 31, 2020, none of the Fund’s Trustees or the Nominees had “beneficial ownership” (as such term is defined by Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of equity securities in the Fund or any registered investment companies overseen by the Trustee within the same family of investment companies as the Fund.

 

As of December 31, 2020, none of the Independent Trustees or the Nominees 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 securities of an investment advisor or principal underwriter of the Fund or a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment advisor or principal underwriter of the Fund.

 

As of May 31, 2021, the Trustees and Officers of the Fund and the Nominees, as a group, did not own more than 1% of the outstanding Participation Certificates of any Portfolio.

 

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Participation Certificate Holder Communication with the Trustees

 

To facilitate Participation Certificate holder communications with the Board (or with any individual Trustee), Participation Certificate holders are instructed to forward correspondence (including suggestions for Trustee candidates) by U.S. mail or other courier service to Plan Investment Fund, Inc., Secretary of the Fund, 2 Mid America Plaza, Suite 200, Oakbrook Terrace, Illinois 60181. Correspondence addressed to the Board will be forwarded to the Chairperson of the Nominating Committee and correspondence addressed to a specific Trustee will be forwarded to that Trustee.

 

Compensation Information

 

Trustees who are not employed by Blue Cross entities are paid $500 for participation in each regular meeting and $150 for participation in each telephonic meeting. The Fund does not pay any compensation to other Trustees or to its Officers for acting in such capacities. For the fiscal year ended December 31, 2020, all Trustees were employed by Blue Cross entities and, as a result, the Fund did not pay any compensation to, or accrue any retirement benefits for, any of its Trustees or Officers during the fiscal year. The Fund reimburses its Trustees for out-of-pocket expenses related to attending meetings. The Trustees and Officers of the Fund in their individual capacities own none, and cannot own any, of the Fund’s Participation Certificates.

 

BCS Financial Services Corporation (the “Administrator”), a wholly-owned subsidiary of BCS Financial Corporation, which has its principal office at 2 Mid America Plaza, Suite 200, Oakbrook Terrace, Illinois 60181, serves as the Fund’s Administrator. For the services provided and expenses assumed by the Administrator, the Administrator is entitled to receive a fee, computed daily and payable monthly, at a rate equal to 0.05% of each Portfolio’s average annual net assets.

 

For the year ended December 31, 2020, the Administrator waived $467,102 and $16,010 which the Administrator was entitled to as the fees for its services for the Government Portfolio and Money Market Portfolio, respectively. Net of all fee waivers and expense reimbursements for the two Portfolios, the Administrator was paid a total of $389,902 for the Fund’s fiscal year ended December 31, 2020.

 

Committees of the Board of Trustees

 

The Board has a standing Audit Committee and a standing Nominating Committee.

 

Audit Committee

 

The purpose of the Audit Committee is to assist the Board in fulfilling its governance responsibilities by, among other things, taking the following actions:

 

1.Make recommendations to the Board of Trustees concerning the appointment, retention and compensation of the independent auditors;

 

2.Inquire whether management has maintained the reliability and integrity of Fund policies and financial reporting and disclosure practices;

 

3.Inquire whether management has established and maintained processes to assure that an adequate system of internal control is functioning;

 

4.Inquire whether management has established and maintained processes to assure compliance by the Fund in all material respects with all applicable laws, regulations, policies and codes;

 

5.Review Fund risk management oversight by discussing with management major risk exposures and management’s plans to monitor and control such risk exposures;

 

- 9 -

 

 

6.Inquire about and evaluate the performance and qualifications of financial management and the independent auditors;

 

7.Address reports from attorneys and auditors of possible breaches of federal or state laws or fiduciary duties that relate to accounting, internal accounting controls or auditing matters;

 

8.Encourage and foster open communication among management, the independent auditors and the Board of Trustees; and

 

9.Develop, establish and periodically review procedures for: (i) the receipt, retention and treatment of complaints received by the Fund regarding the Fund's accounting, internal accounting controls or auditing matters ("Accounting Matters") as well as information concerning the daily operations of the Fund ("Operational Matters"); and (ii) the confidential, anonymous submission by Officers of the Fund or employees of its service providers of concerns regarding questionable practices or decisions with respect to any Accounting Matters or Operational Matters.

 

The Audit Committee is responsible for identifying and recommending for approval by the Board the independent auditors to audit the Fund’s financial statements, reviewing the auditor’s fees, reviewing and approving the scope of the audit and pre-approving certain audit and non-audit services to be provided to the Fund, and in certain cases, non-audit services provided to the Fund’s investment advisor and certain affiliated parties. The members of the Audit Committee are Jennifer J. Allen, William A. Coats, John F. Giblin, Diane G. Gore, Gina L. Marting and Vincent P. Price. The Audit Committee met on two occasions during the Fund’s most recent fiscal year. No member of the Audit Committee is an interested person of the Fund.

 

Nominating Committee

 

The purpose of the Fund’s Nominating Committee is to gather information and make recommendations to the Board of nominees for election as Trustees of the Fund. The members of the Nominating Committee are Nicholas G. Chiarello, Sandra M. Clarke, Michael J. Mizeur, Cynthia M. Vice and T. Ralph Woodard, Jr. The Nominating Committee met on three occasions during the Fund’s most recent fiscal year. No member of the Nominating Committee is an interested person of the Fund.

 

The Nominating Committee will consider Participation Certificate holders’ recommendations of potential nominees for election as Trustees. Recommendations of potential nominees for election at a meeting of Participation Certificate holders should be submitted in writing to the Fund at its principal office.

 

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ADDITIONAL INFORMATION

 

Officers

 

Officers of the Fund are elected by the Trustees and serve at the pleasure of the Board. Information is set forth below as to Officers of the Fund:

 

Name, Address and Age

Position(s) Held with Fund

Term of Office(1) and Length of Time Served

Principal Occupation(s) During Past 5 Years (including actual start date regardless of number of years)

Susan A. Pickar

2 Mid America Plaza, Suite 200

Oakbrook Terrace, IL 60181

Age: 53

President and Chief Executive Officer Since 2014

2014 to Present – Chief Financial Officer and Treasurer, BCS Financial Corporation

       

Ann F. Frolik

2 Mid America Plaza, Suite 200

Oakbrook Terrace, IL 60181

Age: 55

Secretary and Anti-Money Laundering Officer Since 2018

2018 to Present – Deputy General Counsel, and from 2015 to 2018 – Associate Counsel, BCS Financial Corporation

       

Alexander D. Hudson

2 Mid America Plaza, Suite 200

Oakbrook Terrace, IL 60181

Age: 37

Chief Operating Officer Since 2015

2017 to Present – Vice President, Investment Services and Treasury, and from 2013 to 2017 – Director, Investment Services, BCS Financial Corporation

       

Brandon R. Kipp

10 High Street, Suite 302

Boston, MA 02110

Age: 37

Chief Compliance Officer Since 2019

2019 to Present – Director and Fund Chief Compliance Officer, Foreside Fund Officer Services, LLC

 

2017 to 2019 – Senior Fund Compliance Officer, Ultimus Fund Solutions, LLC

 

2014 to 2017 – Assistant Vice President and Compliance Manager, UMB Fund Services, Inc.

       
Christopher W. Roleke
10 High Street, Suite 302
Boston, MA 02110
Age: 49
Treasurer Since 2015

2011 to Present – Managing Director and Fund Principal Financial Officer, Foreside Management Services, LLC

 

 

 

(1) Officers are elected for annual terms.

 

Significant Owners

 

As of May 31, 2021, the name, address, and number and percentage of Participation Certificates held by persons which are known by the Fund to be record or beneficial owners of 5% or more of the outstanding Participation Certificates of a Portfolio are listed below. Participation Certificate holders who have the power to vote a large percentage of Participation Certificates (at least 25%) of a Portfolio can control the Portfolio and could determine the outcome of a Participation Certificate holders’ meeting with respect to that Portfolio.

 

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Name and Address of
Beneficial Owner

Number and Percent of Participation Certificates (PCs) Owned of Government

Portfolio

Number and Percent of Participation Certificates (PCs) Owned of Money Market

Portfolio

BCS Financial Corporation

2 Mid America Plaza, Suite 200

Oakbrook Terrace, Illinois 60181

Organized under laws of Illinois

 

N/A

42,415,718; 81.12%A

Blue Cross Blue Shield Association

225 North Michigan Avenue

Chicago, Illinois 60601
Organized under laws of Illinois

 

309,166,186; 25.15%A

 

N/A

 

Hawaii Medical Service Association

818 Keeaumoku Street

Honolulu, Hawaii 96814

Organized under laws of Hawaii

 

230,321,646; 18.73%A

N/A

 

 

Independence Blue Cross

1901 Market Street

Philadelphia, Pennsylvania 19103

Organized under laws of Pennsylvania

 

154,830,017; 12.73%A N/A

BlueCross BlueShield of Tennessee, Inc.

1 Cameron Circle

Chattanooga, Tennessee 37402

Organized under laws of Tennessee

 

100,116,352; 8.14%A   N/A

Florida Blue

4800 Deerwood Campus Parkway

Jacksonville, FL 32246

Organized under laws of Florida

 

N/A 6,200,745; 11.86%A

Blue Cross and Blue Shield of Kansas

1113 SW Topeka Blvd.

Topeka, Kansas 66629

Organized under laws of Kansas

 

76,000,000; 6.18%A N/A

Excellus BlueCross BlueShield

165 Court Street

Rochester, New York 14647

Organized under laws of New York

70,048,467; 5.70%A N/A

 

 

 

A Participation Certificate holder is the “Beneficial” owner, meaning that the name listed refers to the actual pecuniary, or financial, interest in the security.

 

Investment Advisor

 

The investment advisor for the Portfolios is BlackRock Advisors, LLC (the “Advisor”), 100 Bellevue Parkway, Wilmington, DE 19809.

 

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Distributor/Principal Underwriter

 

The distributor (also known as the principal underwriter) for the Portfolios is Foreside Fund Services, LLC, 3 Canal Plaza, Suite 100, Portland, ME 04101.

 

Method of Proxy Solicitation

 

Officers of the Fund will solicit proxies from Participation Certificate holders. The cost of such solicitation is expected to primarily consist of printing and mailing expenses which will be borne by Participation Certificate holders. In addition to soliciting proxies by mail, Officers and representatives of the Fund may aid in the solicitation of proxies by telephone or electronic communication.

 

Other Matters

 

Under Maryland law, the only matters that may be acted on at the Special Meeting of Participation Certificate holders are those stated in the notice of the Special Meeting. Accordingly, other than procedural matters relating to the election of Trustees, no other business may properly come before the Special Meeting. Under the Fund’s Bylaws, the power to adjourn or conclude the Meeting (whether or not a quorum is present) resides with the chairman of the Meeting. If, however, any procedural matter requiring a vote of Participation Certificate holders should arise, the persons named as proxies will vote on such procedural matter in accordance with their discretion.

 

Independent Registered Public Accounting Firm

 

In accordance with Section 32(a) of the 1940 Act, the Board, comprised entirely of Independent Trustees, has selected Cohen & Company, Ltd. (“Cohen”) as the Fund’s principal accountant to audit the Fund’s financial statements for the Fund’s current fiscal year. Cohen has served the Fund in this capacity beginning with the Fund’s fiscal year ended December 31, 2017. All of Cohen’s services in auditing the Fund’s financial statements beginning with the fiscal year ended December 31, 2017 were performed by full-time permanent employees of Cohen. Representatives of Cohen & Company, Ltd. are not expected to be present at the Meeting.

 

Audit Fees. For the fiscal years ended December 31, 2020 and December 31, 2019, the Fund was billed $45,000 for each year by Cohen for professional services related to the audit of the Fund’s financial statements and related regulatory filings.

 

Audit-Related Fees. No audit-related fees were billed to the Fund by Cohen in the fiscal years ended December 31, 2020 and December 31, 2019.

 

Tax Fees. For the fiscal years ended December 31, 2020 and December 31, 2019, the Fund was billed $6,000 for each year by Cohen for professional services rendered for tax compliance and tax advice.

 

All Other Fees. For the fiscal years ended December 31, 2020 and December 31, 2019, Cohen did not bill the Fund for products and services other than the services reported above.

 

Audit Committee Pre-Approval Policies and Procedures. Pursuant to the Audit Committee Charter, the Audit Committee is responsible for preapproving any engagement of the independent auditor to provide non-prohibited services to the Fund, including the fees and reimbursement of expenses to be paid to the independent auditor. Pursuant to the Audit Committee Charter, the Audit Committee is also responsible for pre-approving any engagement of the independent auditor, including the fees and reimbursement of expenses to be paid to the independent auditor, to provide non-audit services to the Advisor or any of its control affiliates, if the engagement relates directly to the operations and financial reporting of the Fund (the “Pre-Approval Policies and Procedures”). The Chairman of the Audit Committee may grant the preapprovals referenced above for non-prohibited and non-audit services of less than $5,000. All such delegated preapprovals shall be presented to the Audit Committee no later than the next Audit Committee meeting. None of the tax services billed to the Fund for the fiscal years ended December 31, 2020 and 2019 discussed above were approved by the Audit Committee pursuant to a waiver of these Pre-Approval Policies and Procedures.

 

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Non-Audit Fees. No non-audit fees were billed by Cohen in the fiscal years ended December 31, 2020 and December 31, 2019 to the Fund, the Advisor, or control affiliates of the Advisor.

 

Submission of Shareholder Proposals

 

The Fund ordinarily does not hold annual Participation Certificate holder meetings. Participation Certificate holders wishing to submit proposals for inclusion in a proxy statement for a Participation Certificate holder meeting should send their written proposals to the Secretary of Plan Investment Fund, Inc. c/o BCS Financial Services Corporation, 2 Mid America Plaza, Suite 200, Oakbrook Terrace, IL 60181. Proposals must be received by the Fund a reasonable time before the Fund begins to print and send its proxy materials with respect to a meeting of Participation Certificate holders in order for a proposal to be considered for inclusion in the proxy materials for that meeting. Timely submission of a proposal does not, however, necessarily mean the proposal will be included.

 

Dated: June 24, 2021

 

PARTICIPATION CERTIFICATE HOLDERS ARE REQUESTED TO VOTE, SIGN, AND DATE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY. YOU MAY ALSO VOTE BY INTERNET IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.

 

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Appendix A

 

NOMINATING COMMITTEE CHARTER

 

plan investment fund, inc.

 

The Nominating Committee (the “Committee”) is a committee of the Board of Trustees (the “Board”) of Plan Investment Fund, Inc. (“PIF”). Its primary function is to identify and recommend individuals for membership on the Board and oversee the Fund Governance Procedures. The Committee shall have the authority to retain advisors and experts necessary to carry out the duties of the Independent Trustees.

 

I.ORGANIZATION

 

A.The Committee shall be comprised of two (2) or more trustees as determined by the Board. Each member of the Committee shall be a member of the Board who is not an “interested person” of PIF as that term is defined in the Investment Company Act of 1940 (the “Independent Trustees”), and is free of any relationship with the management of PIF or any of its investment advisors, in the opinion of the Board, that would interfere with the member’s exercise of independent judgment as a Committee member.

 

B.The members of the Committee shall be elected by the Board annually and serve until their successors shall be duly elected and qualified. Unless a Chair is elected by the Board, the members of the Committee may designate a Chair by majority vote.

 

C.The Committee shall meet annually, or more frequently as circumstances dictate, in person or telephonically. If a member of the Committee cannot attend a meeting in person, the member may participate telephonically. A person who attends a meeting telephonically shall be deemed to be present for all purposes. Special meetings (including telephonic meetings) may be called by the Chair or a majority of the members of the Committee upon reasonable notice to the other members of the Committee.

 

D.A majority of the members of the Committee shall constitute a quorum for purposes of the transaction of business. The affirmative vote of a majority of the members comprising a quorum shall be the act of the Committee.

 

II.RESPONSIBILITIES

 

To fulfill its responsibilities and duties, the Committee shall engage in the following activities:

 

A.The Committee shall be responsible for identifying and recommending individuals for membership on the Board. The principal criterion for selection of candidates is their ability to carry out the responsibilities of the Board. In addition, the Committee will seek candidates who shall have the highest personal and professional integrity, who shall have demonstrated exceptional ability and judgment and who shall be the most effective, in conjunction with the other nominees to the Board, in collectively serving the interests of the Participation Certificate holders. The Committee will consider Participation Certificate holders’ recommendations of potential nominees for election as trustees.

 

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B.In evaluating potential trustee nominees, including nominees recommended by Participation Certificate holders, the Committee will consider, among other things:

 

1.whether the candidate will qualify as a trustee who is not an “interested person” of PIF;

 

2.the absence of any real or apparent conflict of interest that would interfere with the candidate’s ability to act in the best interests of PIF and its Participation Certificate holders;

 

3.the contribution that the candidate can make to the Board of Trustees by virtue of his or her education, business experience and financial expertise;

 

4.the interplay of the candidate’s skills and experience with the skills and experience of other Board members;

 

5.whether the candidate is willing to commit the time necessary to attend meetings, participate in committee activities as needed and generally fulfill the responsibilities of a trustee;

 

6.the candidate’s personality traits, including integrity, independence, leadership, sound business judgment and the ability to work effectively with the other members of the Board of Trustees such that the candidate exhibits the stature commensurate with the responsibility of representing the Participation Certificate holders; and

 

7.familiarity with PIF and utilization of PIF by the nominee’s employer.

 

C.Periodically review the composition of the Board to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those already on the Board.

 

D.Identify and recommend individuals for membership on all committees and review committee assignments at least annually.

 

E.Review as necessary the responsibilities of any committees of the Board, whether there is a continuing need for each committee, whether there is a need for additional committees of the Board, and whether committees should be combined or reorganized.

 

F.At least annually, review PIF’s fidelity bond for appropriateness of the type and amount of coverage as well as the premium. Review the terms of any joint allocation agreement as applicable.

 

G.At least annually, (i) review PIF’s directors and officers and errors and omissions insurance coverage for appropriateness of the type and amount of coverage as well as the premium; and (ii) recommend to the Board the approval of such insurance coverages. Review the terms of any joint allocation agreement as applicable.

 

H.At least annually, review other insurance policies and assess needs for other types of coverage.

 

I.Review this Charter annually and recommend changes, if any, to the Board.

 

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J.Monitor the performance of legal counsel employed by PIF and counsel to the Independent Trustees, and be responsible for the supervision of counsel to the Independent Trustees.

 

K.Investigate any other matter brought to its attention within the scope of its duties, with the power to retain outside counsel or other experts for this purpose at PIF’s expense, if, in its judgment, that is appropriate.

 

L.Maintain minutes of Committee meetings; report its significant activities to the Board, and make such recommendations to the Board as the Committee deems necessary or appropriate.

 

M.Oversee the development and implementation by PIF’s investment advisers, fund counsel and legal counsel for the Independent Trustees of a program for the orientation of new Independent Trustees and ongoing education for Independent Trustees.

 

N.Identify and recommend individuals as officers of PIF for the annual election by the Board of Trustees.

 

O.Perform any other activities consistent with this Charter, PIF’s Amended and Restated Articles of Incorporation, By-Laws and governing law, as the Committee or the Board deems necessary or appropriate.

 

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GOVERNMENT PORTFOLIO
MONEY MARKET PORTFOLIO

 

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
Special Meeting of Participation Certificate Holders
To be held July 22, 2021

 

The undersigned Participation Certificate (“PC”) holder of the Government Portfolio and/or the Money Market Portfolio (the “Portfolios”) of Plan Investment Fund, Inc. does hereby appoint Alexander D. Hudson and Susan A. Pickar, or either of them, as proxy for the undersigned, each with full power of substitution and resubstitution, to attend the Special Meeting of Participation Certificate holders to be held on July 22, 2021 at 10:00 a.m. CDT at BCS Financial Corporation, 2 Mid America Plaza, Suite 200, Oakbrook Terrace, Illinois 60181 and at all postponements or adjournments thereof, and thereat to vote the PCs of the Portfolios held in the name of the undersigned on May 31, 2021 for said meeting on the matter listed below, which has been approved by the Board of Trustees of Plan Investment Fund, Inc. (the “Fund”).

 

Proxy Voting Options

 

1) Complete your proxy card online at: www.cvent.com/d/hjqy33

 

2) Complete, sign, date, and return in the self-addressed envelope provided with your proxy card by mail to the Fund at the address listed above.

 

Proposal: Election of Trustees

 

1) To cast a single vote with respect to All Nominees listed below, place an “X” on the line next to your desired vote.

 

2) To vote for individual Nominees, place an “X” on the line next to each such Nominee representing your desired vote, up to a total of four individual Nominees.

 

Name of Nominee

Vote For

Against

Abstain

Vote with respect to “All Nominees” listed below: _______ _______ _______
OR      
Vote with respect to each Nominee individually:      
Jennifer J. Allen _______ _______ _______
Sandra M. Clarke _______ _______ _______
Diane G. Gore _______ _______ _______
Gina L. Marting _______ _______ _______

 

The PARTICIPATION CERTIFICATES represented by this Proxy shall be voted as instructed and in the discretion of the proxy holder on any other matter that may properly come before the meeting. Unless your vote with respect to a Nominee is otherwise specified, authority is deemed granted to vote “For” the election of such Nominee.

 

Dated:  __________, 2021    
     
(Signature) (Title)   (Print Name)

 

This Proxy Card is to be signed by, or on behalf of, the PC holder named on the proxy. If you are signing on behalf of the PC holder, state your capacity or title along with your signature.

 

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