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
(Amendment No. )
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þ | Definitive Proxy Statement | |
¨ | Definitive Additional Materials | |
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Plan Investment Fund, Inc.
(Name of Registrant as Specified In Its Charter)
(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 SPECIAL MEETING OF
PARTICIPATION CERTIFICATE HOLDERS
OF THE ULTRASHORT DURATION GOVERNMENT PORTFOLIO
AND THE ULTRASHORT DURATION BOND PORTFOLIO
TO BE HELD ON OCTOBER 15, 2013
TO: Participation Certificate Holders of the Ultrashort Duration Government Portfolio and the Ultrashort Duration Bond Portfolio (the Portfolios) of Plan Investment Fund, Inc. (the Company).
A Special Meeting of Participation Certificate holders of the Portfolios will be held on October 15, 2013, at 3:00 P.M. CDT at the offices of BCS Financial Corporation, 2 Mid America Plaza, Suite 200, Oakbrook Terrace, Illinois, for the purpose of approving new investment advisory agreements between the Company and an entity which is to acquire substantially all of the assets of the Portfolios current investment adviser, Merganser Capital Management, Inc.
The subject referred to above is discussed in the Proxy Statement attached to this Notice. Each Participation Certificate holder of the Portfolios (a Participation Certificate Holder) is invited to attend the special meeting in person. If an appropriate quorum of the Participation Certificate Holders is not present at the special meeting, the Company reserves the right to adjourn the meeting.
Participation Certificate holders of record at the close of business on September 5, 2013 have the right to vote at the meeting, provided that only holders of Participation Certificates of a particular Portfolio have the right to vote with respect to the investment advisory agreement relating to such Portfolio.
Whether or not you expect to be present at the meeting, we urge you to complete, date, sign and return the enclosed proxy by e-mail to the following address: JCASTELLON@BCSF.COM, with a copy to: KLACY@BCSF.COM, in order that the meeting may be held and a maximum number of Participation Certificates may be voted.
October 4, 2013
Joseph S. Castellon | ||
Secretary |
PLAN INVESTMENT FUND, INC.
2 Mid America Plaza
Suite 200
Oakbrook Terrace, Illinois 60181
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees of Plan Investment Fund, Inc. (the Company) for use at the Special Meeting of Participation Certificate holders of the Ultrashort Duration Government Portfolio and the Ultrashort Duration Bond Portfolio of the Company (collectively, the Portfolios) to be held on October 15, 2013, at 3:00 P.M. CDT at the offices of BCS Financial Corporation, 2 Mid America Plaza, Suite 200, Oakbrook Terrace, Illinois (such meeting, including any adjournment thereof, being referred to herein as the Meeting). As discussed below under Approval of Investment Advisory AgreementsFees and Expenses, Merganser Capital Management, Inc. (Merganser or the Investment Adviser), the current investment adviser for the Portfolios, has agreed to pay or reimburse all reasonable proxy solicitation costs. Any Participation Certificate (PC or Participation Certificate) 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 October 4, 2013.
The Company offers four portfoliosthe Government/REPO Portfolio, the Money Market Portfolio, the Ultrashort Duration Government Portfolio and the Ultrashort Duration Bond Portfolio. Only PC holders of record of the Ultrashort Duration Government Portfolio and the Ultrashort Duration Bond Portfolio at the close of business on September 5, 2013 will be entitled to vote at the Meeting. Only holders of Participation Certificates of the Ultrashort Duration Government Portfolio will have the right to vote with respect to the investment advisory agreement relating to the Ultrashort Duration Government Portfolio and only holders of Participation Certificates of the Ultrashort Duration Bond Portfolio will have the right to vote with respect to the investment advisory agreement relating to the Ultrashort Duration Bond Portfolio. On the record date the following number of PCs of the Company were outstanding and entitled to be voted at the Meeting: 7,319,197.09 Ultrashort Duration Government Portfolio PCs and 9,803,653.94 Ultrashort Duration Bond Portfolio PCs. Each PC is entitled to ten votes. Cumulative voting is not permitted.
Holders of PCs of the Government/REPO Portfolio and the Money Market Portfolio are not entitled to vote at the Meeting with respect to the PCs of those Portfolios, and are not being solicited by this Proxy Statement.
Each Portfolio PC holder of record on the record date shall be entitled to cast ten votes for each PC and a pro rata vote for each fractional PC outstanding in its name as of the record date on each matter to be voted upon at the meeting. The approval of a majority of the issued and outstanding PCs of each Portfolio (voting separately) entitled to vote at the Meeting shall be required for approval of such matter as to the applicable Portfolio. The presence in person or by proxy of PC holders entitled to cast at least a majority of the votes to be cast shall constitute a quorum. Abstentions and broker non-votes shall be counted for purposes of determining the presence or absence of a quorum for the transaction of business. Abstentions and broker non-votes will have the same effect as a vote against a matter.
The Companys Annual Report, containing financial statements for the year ended December 31, 2012, and the Companys Semi-Annual Report, containing financial statements for the six months ended June 30, 2013, have been mailed to PC holders and are not to be regarded as proxy solicitation material. To receive a free copy of either or both of these reports, call BCS Financial Services Corporation at (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 by e-mail c/o BCS Financial Services Corporation. Please use the following e-mail address: JCASTELLON@BCSF.COM with a copy to KLACY@BCSF.COM.
Important Notice regarding the availability of Proxy Materials for the special meeting to be held on October 15, 2013. This Proxy Statement is available at www.pif.com.
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SUMMARY OF PROPOSALS
The following table indicates which PC holders are solicited with respect to each proposal.
Proposals | Ultrashort Duration Government Portfolio |
Ultrashort Duration Bond Portfolio | ||||
1. |
Approval of Investment Advisory Agreement for the Ultrashort Duration Government Portfolio | X | ||||
2. |
Approval of Investment Advisory Agreement for the Ultrashort Duration Bond Portfolio | X |
INTRODUCTION
The Company is a Maryland corporation and is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the 1940 Act).
At the Meeting, PC holders of each of the Portfolios are being asked to approve new investment advisory agreements (the New Investment Advisory Agreements) for such Portfolio between the Company and New Merganser (as defined herein). The New Investment Advisory Agreements replace the existing investment advisory agreements between the Company and Merganser (the Existing Investment Advisory Agreements) for the reasons discussed below. The Trustees believe that this proposal is in the best interests of the PC holders. The proposals are discussed in greater detail below.
PROPOSAL 1 AND PROPOSAL 2
APPROVAL OF INVESTMENT ADVISORY AGREEMENTS
The 1940 Act requires that an investment advisory agreement of an investment company provide for its automatic termination in the event of its assignment (as defined in the 1940 Act). Because the Transaction (as defined below) will be an assignment of Mergansers existing investment advisory agreements under the 1940 Act, it will result in the automatic termination of the Existing Investment Advisory Agreements. Accordingly, the Company is submitting the New Investment Advisory Agreements to the Participation Certificate holders to prevent any potential disruption in New Mergansers ability to provide services after the Transaction is completed. The New Investment Advisory Agreements will be effective upon the closing of the Transaction or, if the Transaction is not completed, at such time as the Board of Trustees of the Company determines.
Description of the Transaction
The Company has been advised that Merganser, Annaly Capital Management, Inc. (Annaly), Murphy Acquisition LLC (New Merganser) and Providence Equity Partners L.L.C. (Providence) have entered into an Asset Purchase Agreement dated August 5, 2013 (the Asset Purchase Agreement). Under the terms of the Asset Purchase Agreement, New Merganser will acquire substantially all of the assets (other than certain excluded assets and categories of assets, such as cash) of Merganser (the Transaction). Upon closing of the Transaction, New Merganser will adopt Mergansers name, and the current Merganser management and investment team will become employees of New Merganser. As of the closing of the Transaction, New Merganser will be owned at least 90% by Providence, with the balance of New Merganser owned by current Merganser management. It is presently expected that the closing of the Transaction will take place on or about October 18, 2013.
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In anticipation of the Transaction, members of the Companys Board of Trustees met in person on September 5, 2013 for purposes of, among other things, considering whether it would be in the best interests of the Company and its PC holders to approve the New Investment Advisory Agreements between the Company and New Merganser. The 1940 Act requires that the New Investment Advisory Agreements be approved by the Companys PC holders in order to become effective. At the Board meeting and for the reasons discussed below (see Board Considerations below), the Board, including a majority of the members of the Board who are not interested persons of the Company or New Merganser as defined in the 1940 Act (the Independent Trustees), approved the New Investment Advisory Agreements and recommended their approval by the Companys PC holders. In the event the PC holders of a Portfolio do not approve the New Investment Advisory Agreement with respect to such Portfolio, the Board will take such action as it deems to be in the best interests of the Company and the PC holders.
Existing Investment Advisory Agreements
The Existing Investment Advisory Agreements for the Ultrashort Duration Government Portfolio and the Ultrashort Duration Bond Portfolio were initially approved by the sole PC holder of those Portfolios and entered into as of March 1, 2012. The Existing Investment Advisory Agreements were most recently renewed by the Board of Trustees, including a majority of the Independent Trustees, at an in-person meeting of the Board held on April 19, 2013.
Under the Existing Investment Advisory Agreements, Merganser manages the Ultrashort Duration Government Portfolio and the Ultrashort Duration Bond Portfolio and is responsible for all purchases and sales of the Portfolios securities. Merganser is located at 99 High Street, Boston, Massachusetts 02110. The current directors of Merganser are Douglas A. Kelly (President and Co-Chief Investment Officer of Merganser) and Rose-Marie Lyght (Co-Chief Investment Officer of Annaly). Merganser is a wholly-owned subsidiary of Annaly.
For the services provided and expenses assumed by it with respect to the Ultrashort Duration Government Portfolio and the Ultrashort Duration Bond Portfolio, under the Existing Investment Advisory Agreements, Merganser is entitled to receive a fee, computed daily and payable monthly, based on the average aggregate net assets held in the Ultrashort Duration Government Portfolio and the Ultrashort Duration Bond Portfolio, as follows:
ANNUAL FEE |
AGGREGATE ANNUAL NET ASSETS | |
0.20% |
of the first $250 million | |
0.15% |
of the next $250 million | |
0.10% |
of amounts in excess of $500 million |
Merganser has agreed to waive the fees otherwise payable to it by the Fund with respect to the Ultrashort Duration Government Portfolio and the Ultrashort Duration Bond Portfolio (which fee waiver shall remain in place with New Merganser if the New Investment Advisory Agreements are approved), so that such fees, computed daily and payable monthly, based on the average aggregate net assets held in the Ultrashort Duration Government Portfolio and the Ultrashort Duration Bond Portfolio, shall be as follows:
ANNUAL FEE |
AGGREGATE ANNUAL NET ASSETS | |
0.15% |
of the first $200 million | |
0.125% |
of the next $300 million | |
0.10% |
of amounts in excess of $500 million |
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Merganser also has agreed that if in any fiscal year the expenses borne by the Ultrashort Duration Government Portfolio and the Ultrashort Duration Bond Portfolio exceed the applicable expense limitations imposed by the securities regulations in any state in which participation certificates of the Portfolios are registered or qualified for sale to the public, it will reimburse the respective Portfolio for any excess to the extent required by such regulations.
For the year ended December 31, 2012, Merganser was paid fees of $104,695, and waived fees of $26,353 as investment adviser for the Ultrashort Duration Government Portfolio. For the same period, Merganser was paid fees of $185,602, and waived fees of $46,695 as investment adviser for the Ultrashort Duration Bond Portfolio.
Merganser acts as an investment adviser to other funds and accounts having similar investment objectives to the Company. Listed below are those funds and accounts along with the size of each fund or account (based on assets under management, or AUM) and the rate of compensation. Neither Merganser nor New Merganser has waived, reduced or otherwise agreed to reduce its compensation for any of the other funds or accounts referred to in the table.
Merganser Product/Structures Comparison as of June 30, 2013:
Breakpoints |
PIF | PIF After waiver |
Short Term Bond Commingled Fund $153M AUM |
Short Term Bond Sub- advised Mutual |
Cash Enhancement Account $45M AUM |
Multiple Strategy Client $145M AUM | ||||||
Up to $100M |
20 bps | 15 bps | 25 bps | 20 bps | 25 bps | 22.5 bps | ||||||
Next $100M |
20 bps | 15 bps | 25 bps | 15 bps | 20 bps | 17.5 bps | ||||||
Next $50M |
20 bps | 12.5 bps | 25 bps | 10 bps | 20 bps | 17.5 bps | ||||||
Next $50M |
15 bps | 12.5 bps | 25 bps | 10 bps | 20 bps | 17.5 bps | ||||||
Next $50M |
15 bps | 12.5 bps | 25 bps | 5 bps | 20 bps | 17.5 bps | ||||||
Next $150M |
15 bps | 12.5 bps | 25 bps | 5 bps | 20 bps | 17.5 bps | ||||||
Over $500M |
10 bps | 10 bps | 25 bps | 5 bps | 20 bps | 17.5 bps |
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New Investment Advisory Agreements
At a meeting of the Trustees held on September 5, 2013, the Trustees, including a majority of the Independent Trustees, voted to approve, and to recommend that the PC holders of the Company approve, the New Investment Advisory Agreements. If PC holders approve the New Investment Advisory Agreements, the Existing Investment Advisory Agreements will be terminated as of the closing of the Transaction. The Trustees have determined that approving the New Investment Advisory Agreements for these purposes is appropriate and beneficial to the Company and the PC holders.
The New Investment Advisory Agreements are identical in all substantive respects to the Existing Investment Advisory Agreements. The fees under the New Investment Advisory Agreements are identical to those described above under Existing Investment Advisory Agreements.
Copies of the New Investment Advisory Agreements, substantially in the form they are proposed to be entered into, are set forth as Exhibits I and II to this Proxy Statement. A copy of the fee waiver agreement relating to the New Investment Advisory Agreements, substantially in the form it is proposed to be entered into, is set forth as Exhibit III to this Proxy Statement.
Fees and Expenses
The fees payable by each Portfolio under the New Investment Advisory Agreements are identical to the Existing Investment Advisory Agreements. Therefore, PC holder approval of the New Investment Advisory Agreements will NOT result in any increase in total fees payable. In addition, Merganser has agreed with the Company and BCS that Merganser will pay and reimburse the Company and BCS for all reasonable costs and expenses incurred by the Company and BCS in connection with approval of and entering into the New Investment Advisory Agreements, including costs and expenses of the meeting of the Board of Trustees, and the Meeting of PC holders, preparation, filing and transmission of this proxy statement and all related materials, and solicitation of proxies to be voted at the Meeting of PC holders.
Term and Termination
The New Investment Advisory Agreements will become effective with respect to a Portfolio upon the closing of the Transaction, provided the New Investment Advisory Agreement has been approved by PC holders of such Portfolio. Unless sooner terminated, the New Investment Advisory Agreement will continue with respect to such Portfolio until April 30, 2014. Thereafter, if not terminated, the New Investment Advisory Agreement will continue with respect to a Portfolio for successive annual periods ending on April 30, provided such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Trustees who are not parties to the New Investment Advisory Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio, provided, however, that the New Investment Advisory Agreement may be terminated with respect to a Portfolio by the Company at any time, without the payment of any penalty, by the Board of Trustees or by vote of a majority of the outstanding voting securities of such Portfolio, on 60 days written notice to the Investment Adviser, or by the Investment Adviser at any time, without payment of any penalty, on 60 days written notice to the Company. The New Investment Advisory Agreements will immediately terminate in the event of their assignment. The term and termination provisions of the New Investment Advisory Agreements are the same as those provisions in the Existing Investment Advisory Agreements.
Board Considerations
The New Investment Advisory Agreements were approved by the Board of Trustees, including a majority of the Independent Trustees, at an in-person meeting of the Board held on September 5, 2013. In determining to approve the New Investment Advisory Agreements, the Trustees met with the relevant investment advisory personnel from Merganser and considered all information they deemed reasonably necessary to evaluate the terms of the New Investment Advisory Agreements. The Boards decision to approve entering into the New Investment Advisory Agreements with New Merganser was based on the understanding that the investment personnel, philosophy and practices of New Merganser will be the same as those of Merganser. The Board
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received materials in advance of the meeting relating to its consideration of the New Investment Advisory Agreement for each Portfolio, including, among other things: (i) fees and expense ratios of each Portfolio; (ii) information on the investment performance of each Portfolio in comparison to the investment performance of a peer group of funds; and (iii) information with respect to profitability of Annaly for the year ended December 31, 2012 and Merganser for the years ended 2012, 2011 and 2010. At the September 5, 2013 Board meeting, the Trustees reviewed certain materials provided by management to assist the Board in evaluating the terms of the New Investment Advisory Agreements. A table was provided that showed fee levels for the Ultrashort Duration Government and Ultrashort Board Portfolios as well as similar ultrashort duration portfolios.
Fees and Expenses. In approving the New Investment Advisory Agreements, the Trustees took into account fees, both before and after any fee waivers and expense reimbursements, and expense ratios of each Portfolio against fees and expense ratios of a peer group of funds with similar asset levels and expense structures (a peer group). Both the peer group category and the funds within the peer group with respect to the fee and expense comparisons were selected by management.
The Trustees also were provided with information about the services rendered, and the fee rates offered, to other clients advised by Merganser, including other ultrashort duration portfolios. Based upon all of the information received, the Trustees concluded that the fees to be paid pursuant to the New Advisory Agreements were fair and reasonable.
Nature, Extent And Quality Of Services. The Trustees received information concerning the investment philosophy and investment process used by Merganser in managing the Portfolios. In connection with this information, the Trustees considered Mergansers in-house research capabilities as well as other resources available to Mergansers personnel.
The Trustees also considered the quality of the services provided by Merganser to the Portfolios. The Trustees received and considered information regarding the procedures of the Merganser designed to fulfill its duties to the Portfolios with respect to compliance matters.
The Trustees considered information relating to the education, experience and number of investment professionals and other personnel who will provide services under the New Advisory Agreements. The reputation of Merganser and its financial resources also were taken into consideration. The Trustees concluded that the services provided by Merganser were consistent with the Portfolios requirements and that it appears New Merganser will have the necessary personnel and other resources to meet its obligations under the New Advisory Agreements.
Fund Performance. The Board of Trustees, including the Independent Trustees, received and considered information about the investment performance of each Portfolio, as well as the performance of funds with the same investment classification and objective (performance universe). Merganser provided fund performance information for the Ultrashort Duration Government and Ultrashort Duration Bond Portfolios. The Board was provided with performance data for the Ultrashort Duration Government and Ultrashort Duration Bond Portfolios since inception. The Trustees concluded that the performance of each Portfolio was competitive with its performance universe as reported by Merganser.
Profitability. The Trustees received information regarding the profitability of the Portfolios for Merganser. The Portfolios represent a small portion of the total assets which Merganser manages.
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Economies Of Scale. The Independent Trustees received and considered information in the Merganser report regarding economies-of-scale in light of existing breakpoints and the level of assets in the Portfolios over the past year. The Trustees concluded that the advisory fee structure was reasonable.
Other Benefits To The Investment Adviser. The Board of Trustees, including the Independent Trustees, also took into account whether there are potential benefits to Merganser or New Merganser in connection with serving as an investment adviser to the Portfolios, in addition to advisory fees payable by the Portfolios.
No single factor was considered in isolation or was determinative to the decision of the Board to approve the New Investment Advisory Agreements. Rather, the Board concluded, in light of a weighing and balancing of all factors considered, that it was in the best interest of each Portfolio to approve the New Investment Advisory Agreements, including the fees to be charged for services thereunder.
Information regarding New Merganser
New Merganser will have its principal offices at 99 High Street, Boston, MA 02110. The names, addresses and principal occupations of the principal executive officers and directors of New Merganser are as follows:
Name And Address |
Position With New Merganser |
Principal Occupation | ||
Douglas A. Kelly 99 High Street Boston, MA 02110 |
CEO | Merganser Capital Management | ||
Andrew M. Smock 99 High Street Boston, MA 02110 |
President |
Merganser Capital Management | ||
Jeffrey C. Addis 99 High Street Boston, MA 02110 |
COO/CCO | Merganser Capital Management | ||
Paul J. Salem 50 Kennedy Plaza 18th Floor Providence, RI 02903 |
Chairman of Board | Providence Equity Partners LLC | ||
Robert S. Hull 50 Kennedy Plaza 18th Floor Providence, RI 02903 |
Board Member | Providence Equity Partners LLC | ||
Thomas J. Gahan 9 West 57th Street Suite 4700 New York, NY 10019 |
Board Member | Providence Equity Partners LLC |
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Ownership of New Merganser
The names and addresses of all corporate parents of New Merganser and the basis of control of New Merganser and each corporate parent by its immediate corporate parent are as follows:
Providence Equity Partners LLC
50 Kennedy Plaza
18th Floor
Providence, RI 02903
Providence Equity Partners LLC owns greater than 90% of New Merganser.
To the knowledge of the Company, in addition to the corporate parents named above, there are no other persons who own, of record or beneficially, 10% or more of the outstanding voting securities of New Merganser.
Section 15(f) of the 1940 Act
The Transaction involves the sale of substantially all of the investment advisory and asset management business of Merganser to New Merganser. Merganser and New Merganser intend for the Transaction to come within the safe harbor provided by Section 15(f) of the 1940 Act. Section 15(f) of the 1940 Act permits an investment adviser of a registered investment company (or any affiliated persons of the investment adviser) to receive any amount or benefit in connection with a sale of an interest in the investment adviser, provided that two conditions are satisfied.
First, an unfair burden may not be imposed on the investment company as a result of the sale of the interest, or any express or implied terms, conditions or understandings applicable to the sale of the interest. The term unfair burden, as defined in the 1940 Act, includes any arrangement during the two-year period after the transaction whereby the investment adviser (or predecessor or successor adviser), or any interested person of the adviser (as defined in the 1940 Act), receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services), or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than ordinary fees for bona fide principal underwriting services). New Merganser has agreed that for two years after the consummation of the Transaction it will use reasonable best efforts to refrain from imposing, or agreeing to impose, any unfair burden on either Portfolio.
Second, during the three-year period after the Transaction, at least 75% of the members of the investment companys board of trustees cannot be interested persons (as defined in the 1940 Act) of the investment adviser or its predecessor. At the present time, more than 75% of the Trustees are classified as Independent Trustees and following the Transaction, more than 75% of the Trustees will remain classified as such. New Merganser has agreed to use its reasonable best efforts to ensure that at all times at least 75% of the Trustees are not interested persons (as defined in the 1940 Act) of New Merganser for the three-year period after the completion of the Transaction.
ADDITIONAL INFORMATION
SIGNIFICANT OWNERS
On September 5, 2013, 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 Owner |
Number of PCs Owned |
Percent of Portfolio |
||||||
Blue Cross and Blue Shield of AL 450 Riverchase Pkwy East Birmingham, AL 35298 |
2,000,000.00 | 27.33 | % | |||||
Blue Cross and Blue Shield of SC 4101 Percival Road AX-A31 Columbia, SC 29223 |
5,319,197.69 | 72.67 | % |
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On September 5, 2013, 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 Owner |
Number of PCs Owned |
Percent of Portfolio |
||||||
BCS Financial Corporation 2 Mid America Plaza Oakbrook Terrace, IL 60181 |
505,328.85 | 5.15 | % | |||||
Highmark 120 Fifth Ave Fifth Ave Place Ste. 954 Pittsburgh, PA, 15222 |
2,023,280.65 | 20.64 | % | |||||
Blue Cross and Blue Shield of SC 4101 Percival Road AX-A31 Columbia, SC 29223 |
5,039,290.57 | 51.40 | % | |||||
Blue Cross and Blue Shield Assoc. 225 N. Michigan Avenue Chicago, IL 60601 |
1,050,350.35 | 10.71 | % | |||||
Blue Cross and Blue Shield of Kansas 1133 SW Topeka Blvd Topeka, KS 66629 |
1,001,744.71 | 10.22 | % |
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As individuals, the Trustees cannot directly own PCs of the Company; however, all of the Trustees (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 September 5, 2013 the Trustees employers owned or controlled the following:
Trustee |
Ultrashort Duration |
Ultrashort Duration Bond Portfolio PCs |
||||||
Dorothy A. Coleman |
0.00 | 102,184.29 | ||||||
David A. Cote |
5,319,197.69 | 5,039,290.57 | ||||||
Emil D. Duda |
0.00 | 0.00 | ||||||
Robert J. Kolodgy |
0.00 | 1,050,350.35 | ||||||
Alan Krigstein |
0.00 | 31,316.40 | ||||||
Gerard T. Mallen |
0.00 | 0.00 | ||||||
Dale E. Palka |
0.00 | 505,328.85 | ||||||
Vince P. Price |
0.00 | 0.00 | ||||||
Joseph F. Reichard |
0.00 | 2,023,280.65 | ||||||
Cindy M. Vice |
2,000,000.00 | 0.00 |
ADMINISTRATOR
The Administrator of the Portfolios is BCS Financial Services Corporation which is located at 2 Mid America Plaza, Oakbrook Terrace, Illinois 60181.
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 2014 must be received by the Company at its principal office not later than January 10, 2014 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 2014 Annual Meeting of Participation Certificate 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 26, 2014.
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.
Dated: October 4, 2013
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.
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Exhibit I
[ULTRASHORT DURATION GOVERNMENT PORTFOLIO]
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made as of October , 2013, between PLAN INVESTMENT FUND, INC., a Maryland corporation (herein called the Investment Company), and MURPHY ACQUISITION LLC, a Delaware limited liability company (herein called New Merganser), registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and wholly owned by Providence Equity Partners LLC.
WHEREAS, the Investment Company is registered as an open-end diversified, management investment company under the Investment Company Act of 1940, as amended (1940 Act);
WHEREAS, Merganser Capital Management, Inc. (Merganser) is currently providing investment advisory services to the Investment Company and New Merganser intends to acquire substantially all of the assets of Merganser (the Acquisition); and
WHEREAS, the Investment Company desires to retain New Merganser to furnish investment advisory services to the Investment Company, effective upon the closing of the Acquisition, and New Merganser is willing to so furnish such services;
NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Investment Company hereby appoints New Merganser to act as investment adviser to the Ultrashort Duration Government Portfolio of the Investment Company (the Portfolio) for the period and on the terms set forth in this Agreement. New Merganser accepts such appointment and agrees to furnish the services herein set forth, for the compensation herein provided.
2. Delivery of Documents. The Investment Company has furnished New Merganser with copies of each of the following (or made the same available to New Merganser):
(a) Articles of Incorporation of the Investment Company, as filed with the Secretary of State of Maryland on August 6, 1985, and as amended and restated on August 12, 1985 (such Articles of Incorporation, as presently in effect and as they shall from time to time be amended, herein called the Articles of Incorporation);
(b) Bylaws of the Investment Company (such Bylaws, as presently in effect and as they shall from time to time be amended, herein called the Bylaws);
(c) Resolutions of the Investment Companys Board of Trustees approving this Agreement;
(d) The most recent post-effective amendment to the Investment Companys Registration Statement on Form N-lA under the 1940 Act and the Securities Act of 1933, as filed with the Securities and Exchange Commission (SEC) (File No. 2-99584) relating to the Investment Companys Participation Certificates and all amendments thereto; and
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(e) The Investment Companys most recent prospectus (such prospectus, as presently in effect and all amendments and supplements thereto are herein called the Prospectus).
The Investment Company will furnish New Merganser from time to time with copies of all amendments of or supplements to the foregoing.
3. Investment Advice. Subject to the supervision of the Investment Companys Board of Trustees, New Merganser will provide a continuous investment program for the Portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the Portfolio. New Merganser will determine from time to time what securities and other investments will be purchased, retained or sold by the Portfolio. New Merganser will provide the services under this Agreement in accordance with the Portfolios investment objectives, policies and restrictions as stated in the Prospectus, the guidelines relating to the Portfolio and resolutions of the Investment Companys Board of Trustees. New Merganser further agrees that it:
(a) will conform with all applicable Rules and Regulations of the SEC and will in addition conduct its activities under this Agreement in accordance with other applicable law; New Merganser will comply with policies of the Investment Company that may be designed to limit Portfolio instruments to those which certain investors could make directly but shall not be responsible for monitoring which investments may from time to time be so permitted or limited but shall be entitled to rely on instruction from the Investment Company or its agent;
(b) will not make loans to any person to purchase or carry Investment Company Participation Certificates or make loans to the Investment Company;
(c) will place orders pursuant to its investment determinations for the Portfolio either directly with the issuer or with any broker or dealer. In placing orders with brokers and dealers New Merganser will attempt to obtain the best net price and the most favorable execution of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable, New Merganser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Portfolio with research advice and other services. In no instance will portfolio securities be purchased from or sold to BCS, New Merganser, or any affiliated person thereof, except as permitted by the 1940 Act, or by any applicable SEC exemptive order or no-action letter; and
(d) will treat confidentially and as proprietary information of the Investment Company all records and other information relative to the Portfolio and prior, present or potential Participation Certificate holders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Investment Company, which approval shall not be unreasonably withheld and may not be withheld where New Merganser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Investment Company.
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(e) will make its officers and employees available, upon reasonable notice and at reasonable frequencies, for consultation with the Trustees, officers and employees of the Investment Company;
(f) will assist with the Investment Companys annual and semi-annual reports to Participation Certificate holders and its registration statement on Form N-1A;
(g) will supply the Investment Company with monthly compliance reports concerning the investments of the Portfolio; and
(h) will supply the Investment Company and its Board of Trustees with reports and statistical data concerning the Portfolio as reasonably requested by it, state insurance commissioners or their counterparts.
The Investment Company agrees to use reasonable commercial efforts to provide New Merganser such information or other assistance as New Merganser may reasonably require in order to perform its services under this Agreement, including, but not limited to, information in the possession of any other Investment Company service provider.
4. Services Not Exclusive. The investment advisory services rendered by New Merganser hereunder are not to be deemed exclusive, and New Merganser shall be free to render similar services to others so long as its services under this Agreement are not impaired thereby.
5. Books and Records. New Merganser is required to maintain certain books and records under the Investment Advisers Act of 1940, as amended, with respect to the services provided to the Investment Company under this Agreement. The Investment Company agrees that such books and records are the property of New Merganser, and New Merganser agrees to provide such books and records to the Investment Company promptly upon request.
6. Expenses. During the term of this Agreement, New Merganser will pay all expenses incurred by it in connection with its activities under this Agreement and the Investment Company will pay expenses properly incurred by it or on its behalf. In addition if, in any fiscal year, the expenses borne by the Portfolio exceed the applicable expense limitations imposed by the securities regulations in any state in which Participation Certificates of the Portfolio are registered or qualified for sale to the public, New Merganser will reimburse the Portfolio for any excess to the extent required by such regulations. Unless otherwise required by law, such reimbursement would be accrued and paid on the same basis that the advisory and service fees are accrued and paid by the Portfolio. To the knowledge of the Investment Company, the expense limitations in effect on the date of this Agreement are no more restrictive than one and one-half percent (1.5%) of the Portfolios average net assets up to $30 million and one percent (1%) of its average annual net assets in excess of $30 million.
7. Compensation. For the services provided and the expenses assumed pursuant to this Agreement, effective as of the date herein, the Investment Company will pay and New Merganser will accept a fee as full compensation therefor, as computed in accordance with Exhibit A.
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8. Limitation of Liability. New Merganser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company in connection with the performance of this Agreement, or in connection with any action or inaction by New Merganser in reliance on instructions received by New Merganser or its delegate from the Investment Company (including but not limited to instructions pursuant to Paragraph 3(a) hereof) or from a person reasonably believed by New Merganser or its delegates to be authorized to act on behalf of the Investment Company, except a liability resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or negligence on the part of New Merganser in the performance of its duties or from reckless disregard by it or its obligations and duties under this Agreement.
9. Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue in effect until April 30, 2014. Thereafter, if not terminated, this Agreement shall continue in effect for successive annual periods each ending on April 30; provided such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Investment Companys Board of Trustees who are not interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Investment Companys Board of Trustees or by a vote of a majority of the outstanding voting securities of the Portfolio. Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by the Portfolio (by vote of the Investment Companys Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio), or by New Merganser on sixty (60) days written notice. This Agreement will immediately terminate in the event of its assignment. (As used in this Agreement, the terms majority of the outstanding voting securities, interested persons and assignment shall have the same meaning of such terms in the 1940 Act.)
10. Amendment of this Agreement. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. No amendment of this Agreement shall be effective until approved by vote of a majority of the outstanding voting securities of the Portfolio.
11. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and shall be governed by Delaware law.
12. Effectiveness. This Agreement shall become effective upon the closing of the Acquisition and shall thereupon supersede and replace the Investment Advisory Agreement between the Investment Company and Merganser relating to the Portfolio.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
PLAN INVESTMENT FUND, INC. | ||
By: |
| |
Name: | ||
Title: | ||
MURPHY ACQUISITION LLC | ||
By: |
| |
Name: | ||
Title: |
16
Exhibit A
New Merganser is entitled to receive an annual fee from the Investment Company, computed daily and payable monthly, based on the average aggregate net assets held in the Ultrashort Duration Government Portfolio and the Ultrashort Duration Bond Portfolio of the Investment Company, as follows:
Annual Fee |
Aggregate Annual Net Assets | |
.20% | of the first $250 million | |
.15% | of the next $250 million | |
.10% | of amounts in excess of $500 million |
provided that there shall be computed daily and allocated to each Portfolio only that proportion of such fee that is equal to the proportion of the average net assets held in such Portfolio to the average aggregate net assets held in both Portfolios. Determinations of the amount of the fee and the allocations thereof to the respective Portfolios shall be made by BNY Mellon, as Service Agent for the Portfolios.
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Exhibit II
[ULTRASHORT DURATION BOND PORTFOLIO]
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made as of October , 2013, between PLAN INVESTMENT FUND, INC., a Maryland corporation (herein called the Investment Company), and MURPHY ACQUISITION LLC, a Delaware limited liability company (herein called New Merganser), registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and wholly owned by Providence Equity Partners LLC.
WHEREAS, the Investment Company is registered as an open-end diversified, management investment company under the Investment Company Act of 1940, as amended (1940 Act);
WHEREAS, Merganser Capital Management, Inc. (Merganser) is currently providing investment advisory services to the Investment Company and New Merganser intends to acquire substantially all of the assets of Merganser (the Acquisition); and
WHEREAS, the Investment Company desires to retain New Merganser to furnish investment advisory services to the Investment Company, effective upon the closing of the Acquisition, and New Merganser is willing to so furnish such services;
NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Investment Company hereby appoints New Merganser to act as investment adviser to the Ultrashort Duration Bond Portfolio of the Investment Company (the Portfolio) for the period and on the terms set forth in this Agreement. New Merganser accepts such appointment and agrees to furnish the services herein set forth, for the compensation herein provided.
2. Delivery of Documents. The Investment Company has furnished New Merganser with copies of each of the following (or made the same available to New Merganser):
(a) Articles of Incorporation of the Investment Company, as filed with the Secretary of State of Maryland on August 6, 1985, and as amended and restated on August 12, 1985 (such Articles of Incorporation, as presently in effect and as they shall from time to time be amended, herein called the Articles of Incorporation);
(b) Bylaws of the Investment Company (such Bylaws, as presently in effect and as they shall from time to time be amended, herein called the Bylaws);
(c) Resolutions of the Investment Companys Board of Trustees approving this Agreement;
(d) The most recent post-effective amendment to the Investment Companys Registration Statement on Form N-lA under the 1940 Act and the Securities Act of 1933, as filed with the Securities and Exchange Commission (SEC)
(File No. 2-99584) relating to the Investment Companys Participation Certificates and all amendments thereto; and
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(e) The Investment Companys most recent prospectus (such prospectus, as presently in effect and all amendments and supplements thereto are herein called the Prospectus).
The Investment Company will furnish New Merganser from time to time with copies of all amendments of or supplements to the foregoing.
3. Investment Advice. Subject to the supervision of the Investment Companys Board of Trustees, New Merganser will provide a continuous investment program for the Portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the Portfolio. New Merganser will determine from time to time what securities and other investments will be purchased, retained or sold by the Portfolio. New Merganser will provide the services under this Agreement in accordance with the Portfolios investment objectives, policies and restrictions as stated in the Prospectus, the guidelines relating to the Portfolio and resolutions of the Investment Companys Board of Trustees. New Merganser further agrees that it:
(a) will conform with all applicable Rules and Regulations of the SEC and will in addition conduct its activities under this Agreement in accordance with other applicable law; New Merganser will comply with policies of the Investment Company that may be designed to limit Portfolio instruments to those which certain investors could make directly but shall not be responsible for monitoring which investments may from time to time be so permitted or limited but shall be entitled to rely on instruction from the Investment Company or its agent;
(b) will not make loans to any person to purchase or carry Investment Company Participation Certificates or make loans to the Investment Company;
(c) will place orders pursuant to its investment determinations for the Portfolio either directly with the issuer or with any broker or dealer. In placing orders with brokers and dealers New Merganser will attempt to obtain the best net price and the most favorable execution of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable, New Merganser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Portfolio with research advice and other services. In no instance will portfolio securities be purchased from or sold to BCS, New Merganser, or any affiliated person thereof, except as permitted by the 1940 Act, or by any applicable SEC exemptive order or no-action letter; and
(d) will treat confidentially and as proprietary information of the Investment Company all records and other information relative to the Portfolio and prior, present or potential Participation Certificate holders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Investment Company, which approval shall not be unreasonably withheld and may not be withheld where New Merganser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Investment Company.
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(e) will make its officers and employees available, upon reasonable notice and at reasonable frequencies, for consultation with the Trustees, officers and employees of the Investment Company;
(f) will assist with the Investment Companys annual and semi-annual reports to Participation Certificate holders and its registration statement on Form N-1A;
(g) will supply the Investment Company with monthly compliance reports concerning the investments of the Portfolio; and
(h) will supply the Investment Company and its Board of Trustees with reports and statistical data concerning the Portfolio as reasonably requested by it, state insurance commissioners or their counterparts.
The Investment Company agrees to use reasonable commercial efforts to provide New Merganser such information or other assistance as New Merganser may reasonably require in order to perform its services under this Agreement, including, but not limited to, information in the possession of any other Investment Company service provider.
4. Services Not Exclusive. The investment advisory services rendered by New Merganser hereunder are not to be deemed exclusive, and New Merganser shall be free to render similar services to others so long as its services under this Agreement are not impaired thereby.
5. Books and Records. New Merganser is required to maintain certain books and records under the Investment Advisers Act of 1940, as amended, with respect to the services provided to the Investment Company under this Agreement. The Investment Company agrees that such books and records are the property of New Merganser, and New Merganser agrees to provide such books and records to the Investment Company promptly upon request.
6. Expenses. During the term of this Agreement, New Merganser will pay all expenses incurred by it in connection with its activities under this Agreement and the Investment Company will pay expenses properly incurred by it or on its behalf. In addition if, in any fiscal year, the expenses borne by the Portfolio exceed the applicable expense limitations imposed by the securities regulations in any state in which Participation Certificates of the Portfolio are registered or qualified for sale to the public, New Merganser will reimburse the Portfolio for any excess to the extent required by such regulations. Unless otherwise required by law, such reimbursement would be accrued and paid on the same basis that the advisory and service fees are accrued and paid by the Portfolio. To the knowledge of the Investment Company, the expense limitations in effect on the date of this Agreement are no more restrictive than one and one-half percent (1.5%) of the Portfolios average net assets up to $30 million and one percent (1%) of its average annual net assets in excess of $30 million.
7. Compensation. For the services provided and the expenses assumed pursuant to this Agreement, effective as of the date herein, the Investment Company will pay and New Merganser will accept a fee as full compensation therefor, as computed in accordance with Exhibit A.
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8. Limitation of Liability. New Merganser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company in connection with the performance of this Agreement, or in connection with any action or inaction by New Merganserin reliance on instructions received by New Merganser or its delegate from the Investment Company (including but not limited to instructions pursuant to Paragraph 3(a) hereof) or from a person reasonably believed by New Merganser or its delegates to be authorized to act on behalf of the Investment Company, except a liability resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or negligence on the part of New Merganser in the performance of its duties or from reckless disregard by it or its obligations and duties under this Agreement.
9. Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue in effect until April 30, 2014. Thereafter, if not terminated, this Agreement shall continue in effect for successive annual periods each ending on April 30; provided such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Investment Companys Board of Trustees who are not interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Investment Companys Board of Trustees or by a vote of a majority of the outstanding voting securities of the Portfolio. Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by the Portfolio (by vote of the Investment Companys Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio), or by New Merganser on sixty (60) days written notice. This Agreement will immediately terminate in the event of its assignment. (As used in this Agreement, the terms majority of the outstanding voting securities, interested persons and assignment shall have the same meaning of such terms in the 1940 Act.)
10. Amendment of this Agreement. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. No amendment of this Agreement shall be effective until approved by vote of a majority of the outstanding voting securities of the Portfolio.
11. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and shall be governed by Delaware law.
12. Effectiveness. This Agreement shall become effective upon the closing of the Acquisition and shall thereupon supersede and replace the Investment Advisory Agreement between the Investment Company and Merganser relating to the Portfolio.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
PLAN INVESTMENT FUND, INC. | ||
By: |
| |
Name: | ||
Title: | ||
MURPHY ACQUISITION LLC | ||
By: |
| |
Name: | ||
Title: |
22
Exhibit A
New Merganser is entitled to receive an annual fee from the Investment Company, computed daily and payable monthly, based on the average aggregate net assets held in the Ultrashort Duration Government Portfolio and the Ultrashort Duration Bond Portfolio of the Investment Company, as follows:
Annual Fee |
Aggregate Annual Net Assets | |
.20% | of the first $250 million | |
.15% | of the next $250 million | |
.10% | of amounts in excess of $500 million |
provided that there shall be computed daily and allocated to each Portfolio only that proportion of such fee that is equal to the proportion of the average net assets held in such Portfolio to the average aggregate net assets held in both Portfolios. Determinations of the amount of the fee and the allocations thereof to the respective Portfolios shall be made by BNY Mellon, as Service Agent for the Portfolios.
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Exhibit III
BCS FINANCIAL SERVICES CORPORATION
October , 2013
Mr. Douglas A. Kelly
Chief Executive Officer
Murphy Acquisition LLC
99 High Street
Boston, Massachusetts 02110
Dear Mr. Kelly:
BCS Financial Services Corporation (BCS) has approved our fee waiver and expense reimbursement agreement for the Plan Investment Fund, Inc. (the Fund) Ultrashort Duration Government Portfolio and Ultrashort Duration Bond Portfolio (the Portfolios). These waivers and reimbursements are to be effected as follows:
Murphy Acquisition LLC (New Merganser), which is acquiring substantially all of the assets of Merganser Capital Management, Inc., agrees to waive the fees otherwise payable to it by the Fund under the Investment Advisory Agreements (the Advisory Agreements) with respect to the Portfolios, so that such fees, computed daily and payable monthly, based on the average aggregate net assets held in the Portfolios, shall be as follows:
Annual Fee |
Aggregate Annual Net Assets | |
.15% |
of the first $200 million | |
.125% |
of the next $300 million | |
.10% |
of amounts in excess of $500 million |
provided that there shall be computed daily and allocated to each Portfolio only that proportion of such fee that is equal to the proportion of the average net assets held in such Portfolio to the average aggregate net assets held in both Portfolios. Determinations of the amount of the fee and the allocations thereof to the respective Portfolios shall be made by BNY Mellon Investment Servicing, as Service Agent for the Portfolios.
BCS agrees to waive the fees otherwise payable to it under the Administration Agreement (the Administration Agreement) with respect to the Portfolios, and to reimburse the Fund for expenses attributable to the Portfolios, so that after taking such waiver and reimbursement into account, the expense ratio of each of the Portfolios does not exceed .40%.
This Agreement will become effective upon the effectiveness of the Advisory Agreements and upon such effectiveness, this Agreement will supersede and replace the fee waiver and reimbursement agreement relating to the Portfolios dated as of March 1, 2012. New Merganser and BCS cannot terminate the fee waivers and expense reimbursement agreements contained in this Agreement prior to that date which is one year following the effective date of this Agreement (the Fee Agreement Date) without the consent of the Board of Trustees of the Fund.
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Mr. Douglas A. Kelly
October , 2013
Page 2 of 2
New Merganser may not recover any fees waived with respect to a particular year. BCS is entitled to recover, subject to approval of the Board of Trustees, fees waived or expenses reimbursed for a period of up to three (3) years from the year in which BCS waived such fees and/or reimbursed expenses for the Fund. No recovery will be permitted unless after giving effect thereto, the current expense ratios of each of the Ultrashort Duration Government Portfolio and the Ultrashort Duration Bond Portfolio do not exceed .40%.
BCS, New Merganser and the Fund further agree that the Fee Agreement Date shall be extended for successive one year periods commencing on May 1, 2014, without any action on the part of any party hereto, unless not less than 90 days prior to any extended Fee Agreement Date, BCS, New Merganser or the Fund shall have given written notice to the other parties hereto that the extended Fee Agreement Date shall not be extended.
Payments to New Merganser or BCS in accordance with the terms of this agreement are subject to the provision that they will not exceed the respective amounts due to New Merganser under the Advisory Agreements or to BCS under the Administration Agreement.
As an indication that New Merganser has agreed to waive fees under the terms set forth in this letter, please sign and date a copy of this letter in the space provided below and return it to my attention.
Sincerely,
Dale E. Palka
Senior Vice President
Agreed and accepted: | Agreed and accepted: | |||||||
MURPHY ACQUISITION LLC | PLAN INVESTMENT FUND, INC. | |||||||
By: |
|
By: |
| |||||
Name: |
Name: | |||||||
Title: | Title: | |||||||
Date: | Date: |
25
PLAN INVESTMENT FUND, INC.
2 Mid America Plaza, Suite 200
Oakbrook Terrace, Illinois 60181
Proxy Solicitation on behalf of the Board of Trustees
for Special Meeting of Participation Certificate Holders of the Ultrashort Duration Government Portfolio
and Ultrashort Duration Bond Portfolio (the Portfolios) to be held on
October 15, 2013
The undersigned Participation Certificate (PC) holder of one or both of the Portfolios does hereby appoint Joseph S. Castellon and Dale E. Palka or any of them, as attorney and proxy of the undersigned, with full power of substitution, to attend the Special Meeting of Participation Certificate holders of the Portfolios to be held on October 15, 2013, at the offices of BCS Financial Corporation, 2 Mid America Plaza, Suite 200, Oakbrook Terrace, Illinois, at 3:00 P.M. CDT and at all adjournments thereof, and thereat to vote all PCs of such Portfolio held in the name of the undersigned on the record date for said meeting on the matters listed below, which have been proposed by Plan Investment Fund, Inc. (the Company) and described in the accompanying Proxy Statement. The term New Merganser is defined in the Proxy Statement.
PROPOSAL 1: | Approve Investment Advisory Agreement between the Company and New Merganser for Ultrashort Duration Government Portfolio. [TO BE VOTED ON ONLY BY PC HOLDERS OF ULTRASHORT DURATION GOVERNMENT PORTFOLIO.] |
(Ultrashort Duration Government Investment Advisory Agreement)
¨ FOR ¨ AGAINST ¨ ABSTAIN
PROPOSAL 2: | Approve Investment Advisory Agreement between the Company and New Merganser for Ultrashort Duration Bond Portfolio. [TO BE VOTED ON ONLY BY PC HOLDERS OF ULTRASHORT DURATION BOND PORTFOLIO.] |
(Ultrashort Duration Bond Investment Advisory Agreement)
¨ FOR ¨ AGAINST ¨ ABSTAIN
Proxy Solicitation
Plan Investment Fund, Inc.
Confidential
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 FOR Proposal 1 (approval of Ultrashort Duration Government Investment Advisory Agreement) and FOR Proposal 2 (approval of Ultrashort Duration Bond Investment Advisory Agreement) as set forth above.
Dated: , 2013
(Signature) (Title) |
THIS PROXY SHOULD BE SIGNED BY AN OFFICER AUTHORIZED TO GIVE WRITTEN INSTRUCTIONS FOR INVESTMENT ACCOUNTS AND RETURNED TO THE COMPANY BY E-MAIL TO JCASTELLON@BCSF.COM, WITH A COPY TO KLACY@BCSF.COM
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