DEF 14A 1 d349711ddef14a.htm DEF 14A DEF 14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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

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¨   Preliminary Proxy Statement
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x   Definitive Proxy Statement
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¨   Soliciting Material Pursuant to Section 240.14a-12

Plan Investment Fund, Inc.

(Name of Registrant as Specified In Its Charter)

Plan Investment Fund, Inc.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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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.

 

LOGO
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 Company’s 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 Company’s 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 Company’s 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 year’s 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
Trustee

  

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;

     
        

October 2009 to

September 2011 –

Executive Vice President

and Chief Financial

Officer, Blue Cross and

Blue Shield of Rhode

Island;

     
        

2007 to October 2009 –

Chief Operating Officer,

Interim President- Public

Sector Line of Business,

United Healthcare

     

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)
During Past 5 Years

  

Number of
Portfolios in

Fund Complex
Overseen by
Trustee

  

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
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

 

(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 Fund’s 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 Fund’s Chief Compliance Officer and making inquiries of and having meetings with the Chief Compliance Officer.

The Board met three times during the Fund’s 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 Company’s 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 Company’s 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
 

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 Portfolio’s 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 Company’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 Company, and in certain cases, non-audit services provided to the Company’s 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 Company’s most recent fiscal year.

Nominating Committee. The purpose of the Company’s 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 Company’s 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 Company’s 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 candidate’s 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 candidate’s 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 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; 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 Company’s 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 year’s 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 Company’s 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 Fund’s 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 Fund’s 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 Fund’s financial statements. Tax fees represent fees billed for services rendered for tax compliance and tax advice by the Fund’s 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 Fund’s auditor to certain affiliate entities defined by SEC rules, including the Fund’s 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 Fund’s Advisor for such services was approximately $0 in 2011 and $17,000 in 2010 related to the Advisor’s 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 Fund’s 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 Firm’s independence.


Audit Committee Pre-Approval Policies

The Audit Committee of the Fund has adopted policies that require that each engagement of the Fund’s independent auditors to render audit or non-audit services to the Fund be pre-approved by the Fund’s 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 Fund’s 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 Company’s 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 Committee’s 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 Committee’s 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