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. )
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Plan Investment Fund, Inc. | ||||
(Name of Registrant as Specified In Its Charter) | ||||
Plan Investment Fund, Inc. | ||||
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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 15, 2012
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 15, 2012 at 8:30 a.m. CDT at Health Care Services Corporation, 300 East Randolph, Chicago, IL 60601, for the following purposes:
1) | To elect ten Trustees; each Trustee elected will hold office until the next annual meeting of Participation Certificate holders or until his or her successor is duly elected and qualified; |
2) | 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, 2012; |
3) | To transact such other business as may properly come before the meeting. |
The subjects referred to above are discussed in the Proxy Statement attached to this Notice. Each Participation Certificate holder is invited to attend the Annual Meeting of Participation Certificate holders in person. If a quorum is not present at the annual meeting, the Company reserves the right to adjourn the meeting.
Participation Certificate holders of record at the close of business on April 30, 2012 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 or proxies by May 23, 2012 in the enclosed envelope in order that the meeting may be held and a maximum number of Participation Certificates may be voted.
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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 or the Fund) for use at the Annual Meeting of Participation Certificate holders to be held on June 15, 2012 at 8:30 a.m. CDT at Health Care Services Corporation, 300 East Randolph Street, Chicago, IL 60601, (such meeting, including any adjournment thereof, being referred to as the Meeting). The Company will bear all proxy solicitation costs. Any Participation Certificate (PC) holder giving a proxy may revoke it at any time before it is exercised by submitting to the Company a written notice of revocation or a subsequently executed proxy or by attending the Meeting and electing to vote in person. This Proxy Statement and the enclosed proxy are expected to be distributed to PC holders on or about May 14, 2012.
The Company currently offers four portfolios - the Government/REPO Portfolio, the Money Market Portfolio, the Ultrashort Duration Government Portfolio and the Ultrashort Duration Bond Portfolio. Only PC holders of record at the close of business on April 30, 2012, 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: 127,397,272.23 Government/REPO Portfolio PCs, 973,910,906.75 Money Market Portfolio PCs, 4,250,340.45 Ultrashort Duration Government Portfolio PCs and 9,969,983.73 Ultrashort Duration Bond Portfolio PCs. Cumulative voting is not permitted.
Each Government/REPO Portfolio and Money Market Portfolio PC holder of record on the record date shall be entitled to cast one vote for each such PC and a pro rata vote for each such fractional PC outstanding in its name as of the record date on each matter to be voted upon at the meeting. Each Ultrashort Duration Government Portfolio and Ultrashort Duration Bond Portfolio PC holder of record on the record date shall be entitled to cast 10 votes for each such PC and 10 pro rata votes for each such 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 votes with respect to 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 at least a majority of the votes with respect to 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, 2011, has been mailed to PC holders of such Portfolios and is not to be regarded as proxy solicitation material. To receive a free copy of this report, call BCS Financial Services Corporation (800) 621-9215.
For directions to attend the Meeting and vote in person, please contact us at (800) 621-9215.
If you do not expect to be present at the Meeting and wish your PCs to be voted, please date and sign the enclosed proxy and return it as described below.
Separate distributions of proxy materials containing the applicable forms of proxies are being made to:
| Holders of PCs of the Government/REPO Portfolio and the Money Market Portfolio, which proxies are to be returned to the Company by mail (return envelope enclosed) c/o BNY Mellon Asset Servicing US Investor Services, Attn: Zakiya Hill, 760 Moore Road, 19K-0102, King of Prussia, PA 19406. |
| Holders of PCs of the Ultrashort Duration Government Portfolio and the Ultrashort Duration Bond Portfolio, which proxies are to be returned to the Company by e-mail c/o BCS Financial Services Corporation. Please use the following e-mail address: jcastellon@bcsigroup.com, with a copy to klacy@bcsigroup.com |
Important Notice regarding the availability of Proxy Materials for the annual meeting to be held on June 15, 2012. This Proxy Statement is available at www.PIF.com.
ELECTION OF TRUSTEES
Ten Trustees are to be elected at the Meeting. Each Trustee so elected will hold office until the next Annual Meeting of PC holders and until his successor is elected and qualified, or until his term as a Trustee is terminated as provided in the Companys Bylaws. The person named as a proxy in the accompanying proxy has been designated by the Board of Trustees and, unless contrary instructions are given, intends to vote for the nominees named below. The nominees, other than Mr. Palka and Mr. Cote, currently are Trustees of the Company.
The entire Board of Trustees consists of 11 persons, so the election of the nominees named herein will result in one vacancy. Of the Trustees elected at last years Annual Meeting, three have either resigned or are not standing for reelection and a nominee to fill one of these positions has not been selected. The proxies cannot be voted for a greater number of persons than the nominees named herein. Under the bylaws of the Company, vacancies on the Board of Trustees may be filled by a vote of the majority of the Trustees then in office.
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 vote of the outstanding PCs of the Company. The following table sets forth certain information about the nominees:
Interested Trustee
Name, Address, and Age |
Position(s) Held with the Fund |
Term of Office(2) and Length of Time Served |
Principal Occupation(s) During Past 5 Years |
Number of Portfolios in Fund Complex Overseen by |
Other Trusteeships Held by the Trustee | |||||
Dale E. Palka(1) 2 Mid America Plaza, Ste. 200 Oakbrook Terrace, IL 60181
Age 63 |
President and CEO | (3) | May 2009 to Present - Senior Vice President, BCS Financial Corporation
2007 to May 2009 Senior Vice President, BCS Financial Services Corporation |
Four | None |
(1) | Mr. Palka may be deemed an interested person of the Company as a result of his position as President and Chief Executive Officer of the Company. |
(2) | Term of office is one year |
(3) | Less than one year |
Disinterested Trustees
Name, Address, and Age |
Position(s) Held with the Fund |
Term of Office(1) and Length of Time Served |
Principal Occupation(s) During Past 5 Years |
Number of Portfolios in Fund Complex Overseen by Trustee |
Other Trusteeships Held by the Trustee | |||||
Dorothy A. Coleman 165 Court Street Rochester, NY 14647
Age 49 |
Trustee | 2 year | January 2012 to Present Executive Vice President, Chief Financial Officer, The Lifetime Healthcare Companies; |
Four | None | |||||
September 2011 to December 2011 Executive Vice President, Chief Financial Officer Elect, The Lifetime Healthcare Companies; |
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October 2009 to September 2011 Executive Vice President and Chief Financial Officer, Blue Cross and Blue Shield of Rhode Island; |
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2007 to October 2009 Chief Operating Officer, Interim President- Public Sector Line of Business, United Healthcare |
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David A. Cote 2501 Faraway Drive Columbia, SC 29223
Age 41 |
(2) | 2007 to Present - Assistant Treasurer, Blue Cross and Blue Shield of South Carolina |
Four | None | ||||||
Emil D. Duda 23 Westfall Drive Rochester, NY 14625
Age 60 |
Trustee | 10 Years | January 2012 to Present - Retired; 2007 to January 2012 Senior Executive Vice President and Chief Financial Officer, The Lifetime Healthcare Companies |
Four | None |
Name, Address, and Age |
Position(s) Held with the Fund |
Term of Office(1) and Length of Time Served |
Principal Occupation(s) |
Number of Fund Complex |
Other Trusteeships Held by the Trustee |
(1) | Term of office is one year |
(2) | Less than one year |
Robert J. Kolodgy 225 N. Michigan Ave. Chicago, IL 60601
Age 54 |
Trustee | 1 Year | February 2009 to Present Senior Vice President and Chief Financial Officer, Blue Cross and Blue Shield Association;
2007 to February 2009 - Chief Operating Officer, Chief Financial Officer, Chief Strategy Officer, Paramount Healthcare and Promedica Health Systems |
Four | None | |||||
Alan Krigstein 1901 Market Street Philadelphia, PA 19103
Age 60 |
Trustee | 1 Year | April 2009 to Present Senior Vice President and Chief Financial Officer, Independence Blue Cross;
2007 to March 2009 Senior Vice President and Chief Financial Officer, AmeriHealth Mercy Family of Companies |
Four | None | |||||
Gerard T. Mallen 300 East Randolph Street 14th Floor Chicago, IL 60601
Age 57 |
Trustee | 7 Years | December 2008 to Present Treasurer and Finance Division Senior Vice President, Health Care Service Corporation (HCSC) (Blue Cross Blue Shield of Illinois, Oklahoma, Texas and New Mexico);
2007 to December 2008 Vice President Treasury Operations, HCSC |
Four | None |
Name, Address, and Age |
Position(s) Held with the Fund |
Term of Office(1) and Time Served |
Principal Occupation(s) |
Number of Fund Complex |
Other Trusteeships Held by the Trustee |
(1) | Term of office is one year |
Joseph F. Reichard, CCM 120 Fifth Avenue, Ste 911 Pittsburgh, PA 15222 Age 64 |
Trustee | 14 Years | 2007 to Present Vice President, Treasury Services and Assistant Treasurer, Highmark, Inc. (Insurance Company) | Four | None | |||||
Marilyn T. Tromans 2301 Main Kansas City, MO 64108 Age 58 |
Trustee | 5 Years | October 2010 to Present Senior Vice President, Chief Financial Officer, Blue Cross and Blue Shield of Kansas City; | Four | None | |||||
2007 to September 2010 Vice President and Chief Financial Officer, Blue Cross and Blue Shield of Kansas City | ||||||||||
Cynthia M. Vice 450 Riverchase Pkwy Birmingham, AL 35242 Age 52 | Trustee | 2 Years | April 2009 to Present Senior Vice President, Chief Financial Officer and Treasurer, Blue Cross and Blue Shield of Alabama; | Four | None | |||||
2007 to March 2009 Vice President, Internal Audit and Information Security, Blue Cross and Blue Shield of Alabama |
(1) | Term of office is one year |
The business and affairs of the Fund are managed under the direction of the Board of Trustees. At the present time, there are 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, who is not standing for reelection, 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 Advisors, LLC and Merganser Capital Management, Inc. as the Funds investment advisors. 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 three times during the Funds fiscal year ended December 31, 2011. During the fiscal year ended December 31, 2011, Gerard Mallen attended less than 75% of the aggregate number of meetings of the Board and the committees of the Board on which he served.
All of the Trustees, except for Mr. Duda, 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. Duda 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.
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.
Name of Trustee or Nominee |
Dollar Range of Equity Securities in the Fund |
Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee or Nominee in Family of Investment Companies | ||
As of December 31, 2011, 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.
Name of Trustee or Nominee |
Name of Owners and Relationships To Trustee or Nominee |
Company |
Title of Class |
Value of Securities |
Percent of Class | |||||
As of December 31, 2011, 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. Duda) are officers or employees of corporations that are eligible to own PCs and may be deemed to exercise voting and investment power in that capacity. As of April 30, 2012 these Trustee nominees employers owned or controlled the following:
Trustee |
Government/REPO Portfolio PCs |
Money Market Portfolio PCs |
Ultrashort Duration Government Portfolio PCs |
Ultrashort Duration Bond Portfolio PCs |
||||||||||||
Dorothy A. Coleman |
10,117.92 | 4,280,580.96 | 0.00 | 2,104,472.97 | ||||||||||||
David A. Cote |
0.00 | 16,832,727.09 | 0.00 | 0.00 | ||||||||||||
Emil D. Duda |
0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||
Robert J. Kolodgy |
0.00 | 266,740,250.57 | 249,750.25 | 350,350.35 | ||||||||||||
Alan Krigstein |
2,463,574.75 | 17,212,414.36 | 0.00 | 3,006,300.26 | ||||||||||||
Gerard T. Mallen |
101,523,044.56 | 301,386,746.95 | 999,667.87 | 0.00 | ||||||||||||
Dale E. Palka |
1,735,840.60 | 7,242,379.63 | 1.00 | 500,552.50 | ||||||||||||
Joseph F. Reichard |
0.00 | 95,647,679.41 | 1,000,921.33 | 4,008,307.65 | ||||||||||||
Marilyn T. Tromans |
0.00 | 10,600,214.44 | 0.00 | 0.00 | ||||||||||||
Cindy M. Vice |
0.00 | 45,389,356.13 | 2,000,000.00 | 0.00 |
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, 2011.
Name of Person, Position |
Aggregate Compensation From Fund |
Pension or Retirement Benefits Accrued as Part of Fund Expenses |
Estimated Annual Benefits Upon Retirement |
Total Compensation From Fund and Fund Complex Paid to Trustees |
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John G. Foos Chairman and Trustee |
$ | 1,500 | | | $ | 1,500 |
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, 2011, BCSFSC waived $46,049 of the $46,049 which BCSFSC was entitled to as the fee payable for its services as administrator for the Government/REPO Portfolio and reimbursed the Fund for $7,774 of expenses, under its agreement with the Fund. For the fiscal year ended December 31, 2011, BCSFSC was paid $491,993 and waived $122,997 of the $614,990 which BCSFSC was entitled to for its services as administrator for the Money Market Portfolio. For the four months ending April 30, 2012, BCSFSC earned $3,709.69, after fee waivers, as administrator for the Government/REPO Portfolio, and earned $133,718.84, after fee waivers, as administrator for the Money Market Portfolio.
For the period from March 1, 2012 to April 30, 2012, BCSFSC waived $2364.24 of the $2,364.24 which BCSFSC was entitled to as the fee payable for its services as administrator for the Ultrashort Duration Government Portfolio and reimbursed the Fund for $18,463.95 of expenses, under its agreement with the Fund. For the period from March 1, 2012 to April 30, 2012, BCSFSC waived $4902.95 of the $4902.95 which BCSFSC was entitled to as the fee payable for its services as administrator for the Ultrashort Duration Bond Portfolio and reimbursed the Fund for $6,106.38 of expenses, under its agreement with the Fund. The Ultrashort Duration Government Portfolio and the Ultrashort Duration Bond Portfolio commenced operations on March 1, 2012.
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:
| whether management has maintained the reliability and integrity of Company policies and financial reporting and disclosure practices; |
| whether management has established and maintained processes to assure that an adequate system of internal control is functioning; |
| whether management has established and maintained processes to assure compliance by the Company with applicable laws and regulations; |
| about and evaluating the performance and qualifications of financial management and the independent auditors, and |
| 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, 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 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 recommendation 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 2012 must have been received by the Company by January 13, 2012.
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; |
| the interplay of the candidates skills and experience with the skills and experience of other Board members; |
| whether the candidate is willing to commit the time necessary to attend meetings and fulfill the responsibilities of a trustee; |
| the candidates personality traits, including integrity, independence, leadership, sound business judgment and the ability to work effectively with the other members of the Board of Trustees; and |
| familiarity with the Company and utilization of the Company by the nominees employer. |
With respect to the re-nomination of incumbent Trustees, past service to the Board is also considered.
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 reelection and Dale E. Palka, who is an executive officer of the Company) is David A. Cote. Mr. Cote was recommended as a nominee by a PC holder and a trustee 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, 2012. The Trustees selected Deloitte & Touche LLP at a meeting held April 20, 2012. The ratification of the selection of the Independent Registered Public Accounting Firm for the 2012 fiscal year is to be voted upon at the Meeting, and it is intended that the persons named in the accompanying proxy will vote for Deloitte & Touche LLP unless contrary instructions are given. The selection of The Independent Registered Public Accounting Firm is being submitted for ratification at the Meeting as required by the Investment Company Act of 1940. Deloitte & Touche LLP has been the Companys Independent Registered Public Accounting Firm since March 17, 2004 and has no direct or material indirect financial interest in the Company. It is not expected that a representative of Deloitte & Touche LLP will be present at the annual meeting of PC Holders.
Audit and Non-Audit Fees
The following table sets forth the aggregate audit and non-audit fees billed to the Fund for the fiscal years ended December 31, 2011 and 2010 for professional services rendered by the Funds Independent Registered Public Accounting Firm, Deloitte & Touche LLP.
Year Ended December 31, | ||||||||
2011 | 2010 | |||||||
Audit fees |
$ | 52,500 | $ | 50,500 | ||||
Audit-related fees |
17,850 | 21,707 | ||||||
Tax fees |
5,300 | 10,200 | ||||||
All other fees |
0 | 0 | ||||||
|
|
|
|
|||||
Total |
$ | 75,650 | $ | 82,407 |
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 2011 and 2010 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 $0 in 2011 and $17,000 in 2010 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 $0 in 2011 and $17,000 in 2010. The Audit Committee has considered the compatibility of the non-audit services that were not subject to pre-approval with the Independent Registered Public Accounting Firms independence.
Audit Committee Pre-Approval Policies
The Audit Committee of the Fund has adopted policies that require that each engagement of the Funds independent auditors to render audit or non-audit services to the Fund be pre-approved by the Funds Audit Committee, or if the committee shall determine to delegate such matter to one of its members, such member shall have the authority to pre-approve audit or non-audit services to the Company. The Funds Audit Committee, or if the committee shall determine to delegate such matter to one of its members, such member, also pre-approves all engagements by the independent auditors for engagements for non-audit services to the Adviser and any entity controlling, controlled by or under common control with the Advisor that provides ongoing services to the Fund, if the engagement relates directly to the operations or financial reporting of the Fund. The foregoing pre-approval requirements will not apply to certain non-audit services, provided the same are limited in amount and other requirements are satisfied with respect thereto, in accordance with the applicable provisions of Rule 2-01 under SEC Regulation S-X.
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 or nominees for election as Trustees:
Name, Address, and Age |
Position(s) Held with the Fund |
Term of Office(1) and Length of Time Served |
Principal Occupation(s) During Past 5 Years | |||
Joseph S. Castellon 2 Mid America Plaza Suite 200 Oakbrook Terrace, IL 60181
Age 41 |
Treasurer
Chief Compliance Officer, Secretary |
2 Year
1 Year |
June 2009 to Present Vice President, BCS Financial Corporation;
2007 to November 2008- Vice President, Suburban Bank and Trust Company |
(1) | Term of office is one year |
The Company does not compensate any of its officers for services rendered to the Company in their capacity as officers. Mr. Palka and Mr. Castellon are officers of BCSFSC, the administrator, and they receive compensation from BCS Financial Corporation.
Significant Owners
On April 30, 2012, 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:
Name and Address of Beneficial Owner |
Amount and Nature
Of Beneficial Ownership |
Percent of Class | ||||||
Health Care Services Corporation 300 East Randolph Chicago, IL 60601 |
101,523,044.56 | 80.00 | % | |||||
NASCO LLC 1200 Abernathy Road, Suite 1000 Atlanta, GA 30328 |
14,089,463.36 | 11.06 | % |
On April 30, 2012, 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:
Name and Address of Beneficial Owner |
Amount and Nature Of Beneficial Ownership |
Percent of Class | ||||||
Blue Cross and Blue Shield Association 225 North Michigan Avenue Chicago, IL 60601 |
266,740,250.57 | 27.39 | % | |||||
Health Care Services Corporation 300 East Randolph Chicago, IL 60601 |
301,386,746.95 | 30.95 | % | |||||
Highmark, Inc. 120 Fifth Avenue Place, Suite 954 Pittsburgh, PA 15222 |
95,647,679.41 | 9.82 | % |
On April 30, 2012, 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 UltraShort Duration Government Portfolio because they possessed or shared voting or investment power with respect to such PCs on behalf of their underlying accounts were as follows:
Name and Address of Beneficial Owner |
Amount and Nature
Of Beneficial Ownership |
Percent of Class | ||||||
Blue Cross and Blue Shield of Alabama 450 Riverchase Parkway East Birmingham, AL 35298 |
2,000,000.00 | 47.06 | % | |||||
Blue Cross and Blue Shield Association 225 North Michigan Avenue Chicago, IL 60601 |
249,750.25 | 5.88 | % | |||||
Health Care Services Corporation 300 East Randolph Chicago, IL 60601 |
999,667.87 | 23.52 | % | |||||
Highmark, Inc. 120 Fifth Avenue Place, Suite 954 Pittsburgh, PA 15222 |
1,000,921.33 | 23.55 | % |
On April 30, 2012, 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 Ultrashort Duration Bond Portfolio because they possessed or shared voting or investment power with respect to such PCs on behalf of their underlying accounts were as follows:
Name and Address of Beneficial Owner |
Amount and Nature
Of Beneficial Ownership |
Percent of Class | ||||||
MIG Assurance Cayman LTD. 165 Court Street Rochester, NY 14647 |
2,104,472.97 | 21.11 | % | |||||
Keystone Health Plan East 1901 Market Street, Suite 1000 Philadelphia, PA 19103 |
3,006,300.26 | 30.15 | % | |||||
Highmark, Inc. 120 Fifth Avenue Place, Suite 954 Pittsburgh, PA 15222 |
4,008,307.65 | 40.20 | % | |||||
BCS Financial Corporation 2 Mid America Plaza Oakbrook Terrace, IL 60181 |
500,511.50 | 5.02 | % |
Investment Advisors
The investment advisor for the Government/REPO Portfolio and the Money Market Portfolio is BlackRock Advisors, LLC, 100 Bellevue Parkway, Wilmington, DE 19809. The investment advisor for the Ultrashort Duration Government Portfolio and the Ultrashort Duration Bond Portfolio is Merganser Capital Management, Inc., 99 High Street, Boston, MA 02110.
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 2013 must be received by the Company at its principal office not later than January 16, 2013 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 2013 Annual Meeting of PC holders, even if the proposal is not submitted by the deadline for inclusion in the Proxy Statement, notice must be given to the Secretary no later than March 30, 2013.
Other Matters
Management at present knows of no other business to be presented at the Meeting, or at any adjournment(s) thereof by or on behalf of the Company or its management. Should any other matter requiring a vote of PC holders arise, the persons named in the enclosed proxy will, unless authority to vote on other matters is withheld, vote for the recommendations of management with respect to such matters.
Dated: May 14, 2012
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.
GOVERNMENT/REPO 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 Annual Meeting of
Participation Certificate holders
To be held on June 15, 2012
The undersigned Participation Certificate (PC) holder of the Government/REPO Portfolio and/or the Money Market Portfolio of Plan Investment Fund, Inc. does hereby appoint Dale E. Palka and Joseph S. Castellon, 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 15, 2012 at 8:30 a.m. CDT at Health Care Services Corporation, 300 East Randolph Street, Chicago, IL 60601 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 Ten Trustees |
Instructions: To vote for individual nominees, place an X on the line next to each such nominee, up to a total of ten individual nominees. Unless the authority to vote for a nominee is withheld or unless otherwise specified, authority is deemed granted to vote for the election of such nominee.
TO BE UPDATED FOLLOWING RECOMMENDATIONS OF NOMINATING COMMITTEE
Name of Management Nominee |
Vote For |
Withhold Authority To Vote | ||
All of nominees listed below or individually: |
||||
Dorothy A. Coleman |
||||
David A. Cote |
||||
Emil D. Duda |
||||
Robert J. Kolodgy |
||||
Alan Krigstein |
||||
Gerard T. Mallen |
||||
Dale E. Palka |
||||
Joseph F. Reichard |
||||
Marilyn T. Tromans |
||||
Cynthia M. Vice |
Name of additional nominees(s) |
Vote For |
|||
2. | Selection of Independent Auditors |
Ratify selection of Deloitte & Touche LLP as independent auditors for the fiscal year ending December 31, 2012.
(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).
(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: , 2012
(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.
ULTRASHORT DURATION GOVERNMENT PORTFOLIO
ULTRASHORT DURATION BOND 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 Annual Meeting of
Participation Certificate holders
To be held on June 15, 2012
The undersigned Participation Certificate (PC) holder of the Ultrashort Duration Government Portfolio and/or the Ultrashort Duration Bond Portfolio of Plan Investment Fund, Inc. does hereby appoint Dale E. Palka and Joseph S. Castellon, 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 15, 2012 at 8:30 a.m. CDT at Health Care Services Corporation, 300 East Randolph Street, Chicago, IL 60601 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 Ten Trustees |
Instructions: To vote for individual nominees, place an X on the line next to each such nominee, up to a total of ten 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.
Name of Management Nominee |
Vote For |
Withhold Authority To Vote | ||
All of nominees listed below or individually: |
||||
Dorothy A. Coleman |
||||
David A. Cote |
||||
Emil D. Duda |
||||
Robert J. Kolodgy |
||||
Alan Krigstein |
||||
Gerard T. Mallen |
||||
Dale E. Palka |
||||
Joseph F. Reichard |
||||
Marilyn T. Tromans |
||||
Cynthia M. Vice |
Name of additional nominees(s) |
Vote For |
|||
2. | Selection of Independent Auditors |
Ratify selection of Deloitte & Touche LLP as independent auditors for the fiscal year ending December 31, 2012.
(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).
(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: , 2012
(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 BY E-MAIL C/O BCS FINANCIAL
SERVICES CORPORATION. PLEASE USE THE FOLLOWING E-MAIL ADDRESS: JCASTELLON@BCSIGROUP.COM, WITH A COPY TO KLACY@BCSIGROUP.COM