<PAGE>
<PAGE> 1
As filed with the Securities and Exchange Commission April 18, 1996
Registration No. 2-99584
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 13
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 16
----------------------------------
P L A N I N V E S T M E N T F U N D, I N C.
(Exact Name of Registrant as Specified in Charter)
676 St. Clair Street
Chicago, Illinois 60611
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (312) 440-6372
Copy to:
PHILIP A. GOSS, PRESIDENT BURTON X. ROSENBERG, ESQ.
676 St. Clair Street Seyfarth, Shaw, Fairweather & Geraldson
Chicago, Illinois 60611 55 E. Monroe Street
(Name and Address of Agent Chicago, Illinois 60603
for Service)
It is proposed that this filing will become effective
/X/ immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following
/ / This post-effective amendment designates a new effective date
for a previously filed post-effective amendment
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<PAGE>
<PAGE> 2
CALCULATION OF REGISTRATION FEE
UNDER THE SECURITIES ACT OF 1933 (1)
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
Being Being Offering Price Aggregate Offering Registration
Registered Registered(2) Per Unit (2) Offering Price (3) Fee
- --------------- ---------- -------------- ------------------- -----------
Money Market
Portfolio,
$.001 Par Value 23,610,211 $1.00
Short-Term
Portfolio,
$.001 Par Value 1,745,911 $9.96
Total Shares
of Beneficial
Interest in Plan
Investment Fund 25,356,122 $290,000 $100
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(1) Registrant has elected to maintain registration of an indefinite number of
Participation Certificates ("PCs") pursuant to Rule 24f-2 under the Investment
Company Act of 1940. Registrant's Rule 24f-2 Notice for its fiscal year ended
December 31, 1995 was filed with the Securities and Exchange Commission on
February 28, 1996.
(2) Estimated solely for the purpose of calculating the registration fees
pursuant to Rule 24e-2 under the Investment Company Act of 1940 and Rule 497(c)
under the Securities Act of 1933, based on an offering price of $9.95 with
respect to its Short-Term Portfolio PCs on April 16, 1996.
(3) The maximum aggregate offering price for the Registrant's Portfolio PCs
with respect to its Money Market, Government/REPO and Short-Term Portfolios is
calculated pursuant to Rule 24e-2 under the 1940 Act. During the year ended
December 31, 1995, Registrant redeemed a total of 6,528,632,149 Money Market
Portfolio PCs, 196,484,235 Government/REPO Portfolio PCs and 6,773,259 Short-
Term Portfolio PCs, respectively. Of these redeemed PCs, 6,436,506,431 Money
Market Portfolio PCs plus 68,682,773 PCs allocated from the Government/REPO
Portfolio and 0 Short-Term Portfolio PCs plus 5,039,683 PCs allocated from the
Government/REPO Portfolio were used for reductions pursuant to paragraph (c)
of Rule 24f-2 in Registrant's 24f-2 Notice dated February 28, 1996 for the
year ended December 31, 1995, and none of the redeemed PCs were used for
reductions pursuant to Rule 24e-2 in previous Post-Effective Amendments filed
during the current fiscal year. As a result, 23,442,945 redeemed Money Market
Portfolio PCs and 1,733,576 Short-Term Portfolio PCs are being used to reduce,
pursuant to paragraph (a) of Rule 24e-2, the number of shares for which the
registration fee is payable with respect to this Post-Effective Amendment.
<PAGE>
<PAGE> 3
CROSS-REFERENCE SHEET
(as required by Rule 495)
N-1A Item No. Location
- ------------- --------
PART A PROSPECTUS
Item 1. Cover Page Cover Page
Item 2. Synopsis Prospectus Summary and
Introduction; Portfolio
Fee Tables
Item 3. Condensed Financial Financial Highlights
Information
Item 4. General Description Cover Page; Investment
of Registrant Objectives and Policies;
Description of Participation
Certificates
Item 5. Management of the Fund Management of the Investment
Company
Item 5A. Management's Financial Highlights
Discussion of
Fund Performance
Item 6. Capital Stock and Dividends; Taxes;
Other Securities Management of the
Investment Company;
Description of Participation
Certificates; Performance
Information; General
Information
Item 7. Purchase of Securities Purchase and Redemption of
Being Offered Participation Certificates;
Management of the Investment
Company; Net Asset Value
Item 8. Redemption or Purchase and Redemption of
Repurchase Participation Certificates;
Net Asset Value
Item 9. Legal Proceedings Not Applicable
<PAGE>
<PAGE> 4
CROSS-REFERENCE SHEET (Continued)
N-1A Item No. Location
- ------------- --------
PART B STATEMENT OF ADDITIONAL
INFORMATION
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information See Prospectus --
and History "Description of Participation
Certificates"
Item 13. Investment Objectives Investment Objectives and
and Policies Policies
Item 14. Management of the Management of the Investment
Fund Company
Item 15. Control Persons and Additional Description
Principal Holders of Concerning Investment
Securities Company Participation
Certificates
Item 16. Investment Advisory Management of the Investment
and Other Services Company; See Prospectus --
"Management of the Investment
Company"
Item 17. Broker Allocation Investment Objectives and
and Other Practices Policies
Item 18. Capital Stock and Additional Information
Other Securities Concerning Investment Company
Participation Certificates;
Miscellaneous; See Prospectus
-- "Dividends", "Taxes" and
"Description of Participation
Certificates"
Item 19. Purchase, Redemption Additional Purchase and
and Pricing of Redemption Information
Securities Being
Offered
Item 20. Tax Status Additional Information
Concerning Taxes; See
Prospectus -- "Dividends" and
"Taxes"
Item 21. Underwriters Not Applicable
Item 22. Calculation of Performance Information
Performance Data
Item 23. Report of Independent Report of Independent
Certified Public Accountants and
Accountants Financial Statements
<PAGE>
<PAGE> 5
CROSS-REFERENCE SHEET (Continued)
N-1A Item No. Location
- ------------- --------
Item 24. Financial Statements Report of Independent
Accountants and
Financial Statements
PART C OTHER INFORMATION
Information required to be included in Part C is set forth under the
appropriate item, so numbered in Part C of this Registration Statement
<PAGE>
<PAGE> 5
Prospectus dated April 18, 1996
PLAN INVESTMENT FUND, INC.
Plan Investment Fund, Inc. (the "Investment Company") is a diversified
open-end management investment company available for members and licensees
of the Blue Cross and Blue Shield Association, an association of independent
Blue Cross and Blue Shield Plans, and certain related organizations. The
Investment Company was organized to offer portfolios designed to provide
liquidity and professional investment management and at present offers
Participation Certificates (individually, a "PC" and, collectively, "PCs")
in three (3) separate portfolios:
The Government/REPO Portfolio seeks a high level of current income
consistent with stability of principal by investing in U.S. Treasury
bills, notes and other obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities and repurchase agreements
relating to such obligations, having maturities of one (1) year or less.
The dollar-weighted average maturity of the Government/REPO Portfolio will
not exceed seven (7) days.
The Money Market Portfolio seeks a high level of current income
consistent with stability of principal by investing in high quality
money market instruments, including U.S. Government, bank and
commercial obligations having remaining maturities of one year or less.
The dollar-weighted average maturity of the Money Market Portfolio will
not exceed ninety (90) days.
The Short-Term Portfolio also invests in high quality U.S.
Government, bank and commercial obligations, but typically with longer
maturities than the Money Market Portfolio, and seeks to maximize total
return, which includes interest income and capital gains and losses,
consistent with preservation of capital. The Short-Term Portfolio
may buy instruments having remaining maturities, or their duration
equivalent, of five and a quarter (5 1/4) years. The dollar-weighted
maturity of the Short-Term Portfolio will not exceed three hundred sixty
(360) days.
For information on new account applications, call Health Plans Capital
Services Corp ("CSC") at (312) 440-6372. To place purchase or redemption
orders, or to request yield information, call PFPC Inc. ("PFPC"), the
Transfer Agent for the Investment Company, at (800) 821-9771.
This Prospectus, which should be retained for future reference, sets forth
concisely the information about the Investment Company that a prospective
investor should review carefully before investing in the Investment Company.
Additional information about the Investment Company has been filed with the
Securities and Exchange Commission in a Statement of Additional Information,
dated April 18, 1996. This information is incorporated herein by reference
and is available without charge upon request from CSC, 676 St. Clair Street,
Chicago, Illinois 60611.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
GOVERNMENT/REPO PORTFOLIO AND MONEY MARKET PORTFOLIO PARTICIPATION
CERTIFICATES ARE NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT.
THERE IS NO ASSURANCE THAT THESE PORTFOLIOS WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER PARTICIPATION CERTIFICATE.
<PAGE>
<PAGE> 6
PROSPECTUS SUMMARY AND INTRODUCTION
(The information below should be read in conjunction with the detailed
information appearing elsewhere in this Prospectus.)
THE PORTFOLIOS AND THE INVESTMENT COMPANY'S INVESTMENT OBJECTIVES
The Government/REPO Portfolio, the Money Market Portfolio and the
Short-Term Portfolio (individually, a "Portfolio" and, collectively, the
"Portfolios") are portfolios of Plan Investment Fund, Inc., a diversified,
open-end management investment company. Each Portfolio is represented by a
class of Participation Certificates separate from those of the Investment
Company's other Portfolios. Unless otherwise indicated, all statements made
in this Prospectus refer to all three Portfolios.
The Government/REPO Portfolio seeks a high level of current income
consistent with stability of principal by investing in U.S. Treasury bills,
notes and other obligations issued or guaranteed by the U.S. Government,
its agencies or instrumentalities and repurchase agreements relating to such
obligations. The Money Market Portfolio seeks a high level of current
income consistent with stability of principal by investing in high quality
money market instruments, including U.S. Government, bank and commercial
obligations. The Short-Term Portfolio also invests in high quality U. S.
Government, bank and commercial obligations, but typically with longer
maturities, and seeks to maximize total return, which includes interest
income and capital gains and losses, consistent with preservation of
capital.
IMVESTORS IN THE PORTFOLIOS
The Investment Company is designed for and permits investment exclusively
by entities within the Blue Cross and Blue Shield system of independent
Plans which include (i) Blue Cross Plans, Blue Shield Plans, and Blue Cross
and Blue Shield Plans (individually, a "Plan" and, collectively, the
"Plans"), the Blue Cross and Blue Shield Association and BCS Financial
Corporation, and (ii) CSC. Also eligible to use the Investment Company are
subsidiaries and affiliates of any of these entities. The above investors
may be referred to individually as a "BCBS Investor" and collectively as
"BCBS Investors".
ADVANTAGES OF THE PORTFOLIOS
The Portfolios offer investors professionally managed, convenient, highly
liquid, diversified, high quality investment vehicles designed to ease and
assist liquidity management. Investments in PCs of the Portfolios are
designed to relieve investors of such decisions and administrative tasks
involved in the direct purchase of liquidity investments as scheduling
maturities and reinvestments, safekeeping securities, and surveying the
market for the best price at which to buy or sell. In addition, the
Investment Company offers investors seeking a liquid investment a choice
between (i) PCs of the Government/REPO Portfolio, which normally will have a
constant net asset value per PC of $1.00 and which will have a
dollar-weighted average portfolio maturity of not more than seven (7) days,
(ii) PCs of the Money Market Portfolio, which normally will have a constant
net asset value per PC of $1.00 and which will have a dollar-weighted
average portfolio maturity of not more than ninety (90) days, and (iii)
PCs of the Short-Term Portfolio, which will be valued at the market value of
its investments and which will have a dollar-weighted average portfolio
maturity of not more than three hundred sixty (360) days. Securities whose
maturities are measured on an average life or duration basis are converted
to an average maturity for the purpose of calculating the Short-Term
Portfolio dollar-weighted average maturity. Investors may allocate their
investments between the Portfolios at their discretion and may change such
allocations at any time.
-2-
<PAGE>
<PAGE> 7
PURCHASE AND REDEMPTION OF PCS OF THE GOVERNMENT/REPO PORTFOLIO AND THE
MONEY MARKET PORTFOLIO
Purchase orders for the Government/REPO Portfolio and the Money Market
Portfolio which are received by 12 Noon (Eastern Time) will be executed at
the net asset value determined at 12 Noon (Eastern Time) that day if PNC
Bank, National Association ("PNC Bank") receives Federal funds by 4:00 P.M.
(Eastern Time). In addition, purchase orders for the Government/REPO
and the Money Market Portfolios which are received after 12 Noon (Eastern
Time) but before 3:00 P.M. (Eastern Time) will be executed at the net asset
value determined at 4:00 P.M.(Eastern Time) that day if PNC Bank receives
Federal funds by 4:00 P.M. (Eastern Time) that day. Orders received after
3:00 P.M. (Eastern Time) and orders for which payment has not been received by
4:00 P.M. (Eastern Time), will not be accepted and notice thereof will be
given to the investor placing the order. Redemption requests will be executed
and proceeds will be paid to redeeming PC holders on the same day of the
redemption request if the redemption request is received before 3:00 P.M.
Eastern Time). Investors in the Government/REPO Portfolio and the Money
Market Portfolio may use purchase and redemption procedures to effect
inter-Plan transfers. (See "Purchase and Redemption of Participation
Certificates--Transfer Payments".)
PURCHASE AND REDEMPTION OF PCS OF THE SHORT-TERM PORTFOLIO
Purchase orders for the Short-Term Portfolio received before 4:00 P.M.
(Eastern Time) will be priced at the net asset value determined on that day
and will be executed as of the beginning of business on the following
Business Day if payment in Federal funds has been received by 4:00 P.M.
(Eastern Time) on the day the order is executed. Redemption orders received
before 4:00 P.M. (Eastern Time) will be priced at the net asset value
determined as of 4:00 P.M. (Eastern Time) on that day and will be executed
as of the beginning of business on the following Business Day. Proceeds
will be wired on the day the redemption order is executed.
INVESTMENT ADVISERS AND SERVICE AGENTS
PNC Institutional Management Corporation ("PIMC") is the investment
adviser of the Government/REPO Portfolio and the Money Market Portfolio
and the service agent of all three of the Investment Company's
Portfolios. Neuberger & Berman, a New York limited partnership ("N&B"), is the
investment adviser of the Short-Term Portfolio. (PIMC and N&B sometimes are
referred to herein collectively as the "Investment Advisers"; PIMC sometimes
is referred to herein as the "Service Agent".) (See "Management of the
Investment Company--Investment Advisers and Service Agent".)
CUSTODIAN, TRANSFER AGENT AND ADMINISTRATOR
PNC Bank is the Investment Company's custodian; PFPC is the Investment
Company's transfer agent; and CSC is the Investment Company's administrator.
(See "Management of the Investment Company--Custodian and Transfer Agent"
and "Management of the Investment Company--Administrator".)
-3-
<PAGE>
<PAGE> 8
PORTFOLIO FEE TABLES
PARTICIPATION CERTIFICATE HOLDER TRANSACTION EXPENSE
The Investment Company does not charge any form of sales load, redemption
fee or exchange fee.
The following tables summarize other costs and expenses that investors
bear directly or indirectly.
GOVERNMENT/REPO PORTFOLIO
GOVERNMENT/REPO PORTFOLIO ANNUAL OPERATING EXPENSES (AS A PERCENTAGE OF
AVERAGE NET ASSETS)
Management Fees (net of waivers).................. 0.02%
12b-1 Fees........................................ 0.00%
Other Expenses (net of waivers)................... 0.08%
-----
Total Portfolio Operating Expenses (net of waivers). 0.10%
=====
Without the waiver of advisory and administrator fees, the total operating
expense would be 0.30% based on actual costs for the period ended
December 31,1995.
GOVERNMENT/REPO PORTFOLIO EXAMPLE
Investors would pay the following expenses One Three
on a $1,000 investment, assuming (1) 5% Year Years
annual return, (2) reinvestment of ---- -----
dividends and (3) redemption at the end
of each time period: ........................... $1 $3
MONEY MARKET PORTFOLIO
MONEY MARKET PORTFOLIO ANNUAL OPERATING EXPENSES (AS A PERCENTAGE OF
AVERAGE NET ASSETS)
Management Fees (net of waivers).................. 0.16%
12b-1 Fees........................................ 0.00%
Other Expenses (net of waivers)................... 0.08%
-----
Total Portfolio Operating Expenses (net of waivers) 0.24%
=====
Without the waiver of advisory and administrator fees, the total operating
expense would be 0.25% based on actual costs for the fiscal year ended
December 31, 1995.
MONEY MARKET PORTFOLIO EXAMPLE
Investors would pay the following expenses One Three Five Ten
on a $1,000 investment, assuming (1) 5% Year Years Years Years
annual return, (2) reinvestment of ---- ----- ----- -----
dividends and (3) redemption at the end
of each time period: ........................... $2 $8 $14 $31
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<PAGE>
<PAGE> 9
SHORT-TERM PORTFOLIO
SHORT-TERM PORTFOLIO ANNUAL OPERATING EXPENSES (AS A PERCENTAGE OF
AVERAGE NET ASSETS)
Management Fees (net of waivers)................... 0.14%
12b-1 Fees......................................... 0.00%
Other Expenses (net of waivers).................... 0.16%
-----
Total Portfolio Operating Expenses (net of waivers). 0.30%
=====
Without the waiver of advisory, administrator and service agent fees, the total
operating expense would be .43% based on actual costs for the fiscal year ended
December 31, 1995.
SHORT-TERM PORTFOLIO EXAMPLE
Investors would pay the following expenses One Three Five Ten
on a $1,000 investment, assuming (1) 5% Year Years Years Years
annual return, (2) reinvestment of ---- ----- ----- -----
dividends and (3) redemption at the end
of each time period: ........................... $3 $10 $17 $38
The purpose of these fee tables is to assist the investor in understanding
the various costs and expenses that an investor in the Portfolios will bear
directly or indirectly. For more complete descriptions of the various costs
and expenses, see "Management of the Investment Company" and "Purchase and
Redemption of Participation Certificates" in this prospectus and the
financial statements and related notes contained in the Statement of
Additional Information. Coopers & Lybrand L.L.P., the Investment Company's
independent accountants, has not audited the above tables and examples.
THE FOREGOING EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES OR ANNUAL RETURN. ACTUAL EXPENSES AND ANNUAL RETURN MAY BE
GREATER OR LESSER THAN THOSE SHOWN.
-5-
<PAGE>
<PAGE> 10
FINANCIAL HIGHLIGHTS
The following information regarding per participation certificate income
and principal changes has been derived from the Investment Company's
financial statements which are included in the Statement of Additional
Information. The financial data below should be read in conjunction with
the financial statements and related notes. The Investment Company's
financial statements and financial highlights have been audited by Coopers &
Lybrand L.L.P., independent accountants, whose report thereon is contained in
the Statement of Additional Information along with the financial statements.
The Investment Company's annual report contains additional performance
information and will be made available upon request without charge.
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
--------------------
(FOR A PARTICIPATION CERTIFICATE OUTSTANDING THROUGHOUT THE PERIOD)
Government/REPO PORTFOLIO
-------------------------
6/01/95
through
12/31/95(1)
--------
<S> <C>
Net Asset Value, Beginning of
Period . . . . . . . . . . . . $ 1.00
--------
INCOME FROM INVESTMENT
OPERATIONS:
Net Investment Income. . . . . . .034
Net Realized and Unrealized Gain
(Loss) on Investments. . . . . 0
--------
Total From Investment Operations .034
--------
LESS DISTRIBUTIONS:
Dividends to PC holders from
Net Investment Income. . . . . (.034)
Distributions to PC holders from
Net Capital Gains. . . . . . . 0
--------
Total Distributions. . . . . . . (.034)
--------
Net Asset Value, End of Period $ 1.00
========
Total Return (1) (2) . . . . . . 5.99%
RATIOS/SUPPLEMENTAL DATA:
Net Assets, End of Period (000).. $119,080
Ratio of Expenses to Average Net
Assets (2) (3) .10%
Ratio of Net Investment Income
to Average Net Assets (2) . . . 5.78%
- ----------------------------------------------
<FN>
1 From June 1, 1995 commencement of operations.
2 Annualized.
3 Without the waiver of advisory and administration fees, the ratio of
Government/REPO Portfolio expenses to average daily net assets would have
been .30% for the period ended December 31, 1995.
- ---------------------------------------------------------------------------
The Government/REPO Portfolio seven day average current yield as of
December 31, 1995 was 5.68%.
</TABLE>
<PAGE>
<PAGE> 11
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
--------------------
(FOR A PARTICIPATION CERTIFICATE OUTSTANDING THROUGHOUT THE PERIOD)
MONEY MARKET PORTFOLIO
------------------------------------------------------------------------------------------------
Year Ended December 31, 3/11/87(1)
------------------------------------------------------------------------------------- through
1995 1994 1993 1992 1991 1990 1989 1988 12/31/87
-------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning
of Period. . . . . . . . . . . $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- -------- -------- -------- -------- -------- -------- -------- --------
INCOME FROM INVESTMENT
OPERATIONS:
Net Investment Income. . . . . . .058 .041 .030 .037 .060 .080 .090 .074 .053
Net Realized and Unrealized
gain (Loss) on Investments . . 0 0 0 0 0 0 0 0 0
-------- -------- -------- -------- -------- -------- -------- -------- --------
Total From Investment
Operations .058 .041 .030 .037 .060 .080 .090 .074 .053
-------- -------- -------- -------- -------- -------- -------- -------- --------
LESS DISTRIBUTIONS:
Dividends to PC holders from
Net Investment Income . . . . . (.058) (.041) (.030) (.037) (.060) (.080) (.090) (.074) (.053)
Distributions to PC holders
from Net Capital Gains . . . . 0 0 0 0 0 0 0 0 0
-------- -------- -------- -------- -------- -------- -------- -------- --------
Total Distributions. . . . . . . (.058) (.041) (.030) (.037) (.060) (.080) (.090) (.074) (.053)
-------- -------- -------- -------- -------- -------- -------- -------- --------
Net Asset Value,
End of Period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======== ======== ======== ======== ======== ======== ======== ========
Total Return . . . . . . . . . . 5.97% 4.21% 3.07% 3.73% 6.16% 8.29% 9.40% 7.64% 5.46%
RATIOS/SUPPLEMENTAL DATA:
Net Assets,
End of Period (000).. $584,976 $451,367 $474,838 $390,581 $642,583 $460,402 $303,688 $127,480 $140,212
Ratio of Expenses to
Average Net Assets(3) .24% .26% .24% .23% .25% .28% .30% .30% .30%(2)
Ratio of Net Investment Income
to Average Net Assets . . . . . 5.82% 4.15% 3.02% 3.68% 5.97% 8.02% 8.94% 7.45% 6.78%(2)
- --------------------------
<FN>
1 From March 11, 1987 commencement of operations.
2 Annualized.
3 Without the waiver of advisory, administration and service agent fees, the ratio of Money Market Portfolio expenses to
average daily net assets would have been .25%, .26%, .24%, .24%, .25%, .28%, .32%, .37% and .50% respectively, for the periods
ended December 31, 1995, 1994, 1993, 1992, 1991, 1990, 1989, 1988 and 1987.
- -----------------------------------------------------------------------------------------------
The Money Market Portfolio seven day average current yield as of December 31, 1995 was 5.58%.
</TABLE>
-6-
<PAGE>
<PAGE> 12
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
--------------------
(FOR A PARTICIPATION CERTIFICATE OUTSTANDING THROUGHOUT THE PERIOD)
Short-Term Portfolio
--------------------------------------------------------------------------------------------
Year Ended December 31, 3/11/87(1)
-------------------------------------------------------------------------------- through
1995 1994 1993 1992 1991 1990 1989 1988 12/31/87
-------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period . . . . . . . . . . . . $ 9.93 $ 10.03 $ 10.05 $ 10.09 $ 9.96 $ 9.91 $ 9.85 $ 9.88 $ 10.00
-------- -------- -------- -------- -------- -------- -------- -------- --------
INCOME FROM INVESTMENT
OPERATIONS:
Net Investment Income. . . . . . .599 .440 .377 .443 .637 .778 .832 .715 .532
Net Realized and Unrealized Gain
(Loss) on Investments. . . . . .070 (.100) (.009) (.034) .130 .050 .060 (.030) (.120)
-------- -------- -------- -------- -------- -------- -------- -------- --------
Total From Investment Operations .669 .340 .368 .409 .767 .828 .892 .685 .412
-------- -------- -------- -------- -------- -------- -------- -------- --------
LESS DISTRIBUTIONS:
Dividends to PC holders from
Net Investment Income. . . . . (.599) (.440) (.377) ( .443) (.637) (.778) (.832) (.715) (.532)
Distributions to PC holders from
Net Capital Gains. . . . . . . 0 0 (.011) (.006) 0 0 0 0 0
-------- -------- -------- -------- -------- -------- -------- -------- --------
Total Distributions. . . . . . . (.599) (.440) (.388) (.449) (.637) (.778) (.832) (.715) (.532)
-------- -------- -------- -------- -------- -------- -------- -------- --------
Net Asset Value, End of Period $ 10.00 $ 9.93 $ 10.03 $ 10.05 $ 10.09 $ 9.96 $ 9.91 $ 9.85 $ 9.88
======== ======== ======== ======== ======== ======== ======== ======== ========
Total Return . . . . . . . . . . 6.92% 3.46% 3.72% 4.13% 7.95% 8.69% 9.42% 7.15% 4.13%
RATIOS/SUPPLEMENTAL DATA:
Net Assets, End of Period (000).. $63,922 $103,240 $186,808 $195,579 $94,050 $24,828 $15,473 $19,207 $20,269
Ratio of Expenses to Average Net
Assets (3) .30% .30% .30% .30% .30% .30% .30% .30% .30%(2)
Ratio of Net Investment Income
to Average Net Assets . . . . . 6.00% 4.29% 3.74% 4.29% 6.22% 7.89% 8.38% 7.22% 6.59%(2)
Portfolio Turnover Rate(4) . . . . 64.8% 47.6% 34.1% 37.6% 63.8% 100.2% 45.4% 12.4% 162.0%(2)
- ----------------------------------
<FN>
1 From March 11, 1987 commencement of operations.
2 Annualized.
3 Without the waiver of advisory, administration and service agent fees, the ratio of Short-Term Portfolio expenses to
average daily net assets would have been .43%, .37%, .32%, .37%, .56%, .85%, .91%, .99% and .76% respectively, for the periods
ended December 31, 1995, 1994, 1993, 1992, 1991, 1990, 1989, 1988 and 1987.
4 Excludes security purchases with a maturity of less than one year.
- ------------------------------------------------------------------------------
The Short-Term Portfolio thirty day average yield as of December 31, 1995 was 5.90%. The Short-Term Portfolio annualized
total return was 6.92% for the one year period ended December 31, 1995, 5.21% for the five year period ended December 31, 1995
and 6.28% for the March 11, 1987 (commencement of operations) to December 31, 1995 period.
</TABLE>
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<PAGE>
<PAGE> 13
INVESTMENT OBJECTIVES AND POLICIES
The Government/REPO Portfolio invests in liquid, high quality U.S.
Government obligations and repurchase agreements and the Money Market
Portfolio and the Short-Term Portfolio invest in diversified selections of
liquid, high quality U.S. Government, bank and commercial debt obligations, as
determined by each Portfolio's investment adviser to meet the Portfolio's
respective quality standards as established by the investment Company's Board
of Trustees. However, as described below, the three (3) Portfolios have
different investment objectives and investors may allocate their investments in
the Investment Company between the three (3) Portfolios as best suits
their needs at any given time. The criteria discussed below serve to explain
the term "high quality" used herein and in the Statement of Additional
Information with respect to investments of the Investment Company.
CRITERIA APPLICABLE TO THE PORTFOLIOS
All three Portfolios may:
1. Purchase obligations issued by the U.S. Treasury. The Portfolios may
also purchase obligations issued or guaranteed by agencies or instrumentalities
of the U.S. Government; some of these are backed by the full faith and credit
of the United States, such as the obligations of the Government National
Mortgage Association. Others are backed by the right of the issuer to borrow
from the U.S. Treasury, such as the obligations of the Federal National
Mortgage Association, or are backed by the credit of the agency or
instrumentality issuing the obligation, such as Federal Home Loan Mortgage
Corporation Mortgage Participation Certificates.
2. Enter into repurchase agreements ("Repurchase Agreements") pursuant to
which a Portfolio may acquire an investment for a relatively short period
(usually not more than sixty (60) days), subject to an obligation of the
seller to repurchase and the Portfolio to resell the instrument at a fixed
price and time, thereby determining the yield during the Portfolio holding
period. This results in a fixed rate of return during such period. The
repurchase price generally equals the price paid plus interest negotiated on
the basis of current short-term rates (which may be more or less than the rate
on the securities underlying the Repurchase Agreement). Securities subject to
Repurchase Agreements will be held by PNC Bank or in the Federal
Reserve/Treasury book-entry system. Repurchase Agreements are considered to
be loans under the 1940 Act. The Repurchase Agreements are collateralized by
U.S. Government securities the market value of which, on a daily basis,
including accrued interest, if any, is at least equal to one hundred percent
(100%) of the purchase price plus accrued interest under the Repurchase
Agreements. The Investment Company will perfect its security interest in the
collateral securing the Repurchase Agreements in accordance with U.S. Treasury
Regulations and the applicable commercial transaction law of the state in which
such collateral is located. If the seller defaults in its obligation to
repurchase the underlying instrument, which in effect constitutes collateral
for the seller's obligation, at the price and time fixed in the Repurchase
Agreement, the Investment Company might incur a loss if the value of the
collateral declines and might incur disposition costs in connection with
liquidating the collateral. In addition, if bankruptcy proceedings are
commenced with respect to the seller, realization upon the collateral by the
Investment Company may be delayed or limited. Each Portfolio will enter into
Repurchase Agreements only with those banks and dealers determined by the
Portfolio's respective investment adviser to meet the Portfolio's respective
quality standards as established by the Investment Company's Board of Trustees.
These standards require an independent review by the Portfolio's investment
adviser of the operating history and financial condition of the seller to
evaluate their
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<PAGE>
<PAGE> 14
creditworthiness and the risk of their becoming involved in bankruptcy
proceedings or otherwise impairing the quality of the repurchase agreement
during its contemplated term. The investment advisers will monitor the
creditworthiness of the seller during the life of a Repurchase Agreement.
3. Enter into reverse repurchase agreements ("Reverse Repurchase
Agreements") to provide liquidity to meet redemption requests when the sale of
portfolio securities is considered to be disadvantageous. Reverse Repurchase
Agreements involve the sale of investments held by the Investment Company with
an agreement to repurchase the securities at a fixed date and price. Under the
1940 Act, Reverse Repurchase Agreements, the proceeds of which are utilized to
provide liquidity to meet redemption requests, are considered as borrowings.
Proceeds of Reverse Repurchase Agreements utilized to provide liquidity to meet
redemption requests may equal no more than five percent (5%) of the total
assets of the respective Portfolio. The use of Reverse Repurchase Agreements
is not expected to affect the net asset value of the Money Market Portfolio.
The Money Market Portfolio and the Short-Term Portfolio may:
1. Purchase bank obligations, such as certificates of deposit,
bankers' acceptances and time deposits issued or supported by the credit of
the U.S. branches of U.S. banks with assets of at least $1 billion, if such
obligations are first determined by the Portfolio's respective investment
adviser to meet the Portfolio's respective maturity limitations and quality
standards for corporate debt obligations.
2. Purchase commercial paper rated (at the time of purchase) at least
"A-1" by Standard & Poor's Corporation ("S&P") or "Prime-1" by Moody's
Investors Service, Inc. ("Moody's").
3. Purchase corporate bonds or notes. The Money Market Portfolio may
purchase corporate bonds or notes rated (at the time of purchase) at least "AA"
by S&P or at least "Aa" by Moody's. The Short-Term Portfolio may purchase
corporate bonds or notes rated (at the time of purchase) at least "A-" by S&P
or at least "A-3" by Moody's.
4. Purchase variable amount master demand notes ("VAMD Notes") issued
by corporations, which are unsecured instruments that permit the indebtedness
thereunder to vary and provide for periodic adjustments in the interest rate.
Although the notes normally are considered illiquid and are not traded, the
Investment Company may demand at any time from the issuers of the VAMD Notes
payment, in less than seven (7) days, of principal and accrued interest. VAMD
Notes typically are not rated by credit rating agencies. If an issuer of VAMD
Notes were to default on its payment obligations, the Investment Company might
be unable to dispose of the illiquid VAMD Notes and might, for this or other
reasons, suffer a loss to the extent of the default.
The Portfolios do not purchase unrated instruments unless the Portfolio's
respective investment adviser has determined the instrument to be of
comparable quality to rated instruments which the respective Portfolio may
buy. The rating symbols used by S&P and Moody's which are referred to above
are described in the Appendix to the Statement of Additional Information.
The Investment Company will (i) seek to make investments in instruments
authorized by the New York State Insurance Department to the extent such
investments also comply with the Investment Company's Investment Guidelines and
the 1940 Act; (ii) seek to make investments which will be permitted investments
under the requirements of other applicable state insurance laws and
regulations, although each investor should
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<PAGE>
<PAGE> 15
determine for itself the suitability with respect to such state insurance laws
and regulations, of investing with the Investment Company; and (iii) maintain a
high degree of portfolio liquidity at all times. Each investor in the
Investment Company will have the right to receive redemption proceeds from the
Investment Company within one (1) Business Day of the Investment Company's
receipt of a proper redemption request order, as the case may be. If an
investor ceases to be a BCBS Investor, its PCs in the Investment Company will
be redeemed involuntarily.
THE GOVERNMENT/REPO PORTFOLIO
The Government/REPO Portfolio seeks a high level of current income
consistent with stability of principal by investing in U.S. Treasury bills,
notes and other obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities and Repurchase Agreements relating to such
obligations having remaining maturities of one (1) year or less, except that
items of collateral securing Portfolio securities which are subject to
Repurchase Agreements may bear maturities exceeding one (1) year. The
dollar-weighted average portfolio maturity of the Government/REPO Portfolio
will not exceed seven (7) days. In pursuing its investment objective, the
Government/REPO Portfolio invests in a broad range of government obligations
and Repurchase Agreements that may be available in the money markets. In
addition to the specific quality and other investment criteria set forth above,
the Government/REPO Portfolio will purchase only those instruments judged by
PIMC to involve minimal credit risk and which either have a high quality rating
from a nationally recognized rating agency or, if unrated, to be of comparable
quality as determined by PIMC. The Government/REPO Portfolio attempts to
maintain a constant net asset value per PC of $1.00. There is no assurance,
however, that such constant net asset value will be maintained.
Government/REPO Portfolio PCs are neither insured nor guaranteed by the U.S.
Government.
THE MONEY MARKET PORTFOLIO
The Money Market Portfolio seeks a high level of current income consistent
with stability of principal by investing in high quality money market
instruments having remaining maturities of one (1) year or less, except that
items of collateral securing Portfolio securities which are subject to
Repurchase Agreements may bear maturities exceeding one (1) year. The
dollar-weighted average portfolio maturity of the Money Market Portfolio will
not exceed ninety (90) days. In pursuing its investment objective, the Money
Market Portfolio invests in a broad range of government, bank and commercial
obligations that may be available in the money markets. In addition to the
specific quality and other investment criteria set forth above, the Money
Market Portfolio will purchase only those instruments judged by PIMC to involve
minimal credit risk and which either have a high quality rating from a
nationally recognized rating agency or, if unrated, to be of comparable
quality as determined by PIMC. The Money Market Portfolio attempts to maintain
a constant net asset value per PC of $1.00. There is no assurance, however,
that such constant net asset value will be maintained. Money Market Portfolio
PCs are neither insured nor guaranteed by the U.S. Government.
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<PAGE>
<PAGE> 16
THE SHORT-TERM PORTFOLIO
The Short-Term Portfolio seeks to maximize total return, which includes
interest income and capital gains and losses, consistent with the preservation
of capital by managing a portfolio of U.S. Government, bank and commercial
instruments having remaining maturities of five and a quarter (5 1/4) years or
less, except that items of collateral securing portfolio securities which are
subject to Repurchase Agreements may bear maturities exceeding five and a
quarter (5 1/4) years. As a matter of fundamental policy the dollar-weighted
average portfolio maturity of the Short-Term Portfolio will not exceed three
hundred sixty (360) days. The net asset value per PC in the Short-Term
Portfolio will be subject to some fluctuation. There is no assurance that the
goals of the Short-Term Portfolio will be achieved.
In the ordinary course of business, the Short-Term Portfolio may purchase
securities on a when-issued or delayed-delivery basis (i.e., delivery and
payment will take place after the date of the transaction). As such, the
securities are subject to market fluctuations and no interest accrues to the
purchaser during this period. When-issued securities are recorded as an asset
and are subject to market fluctuations. In addition, the Portfolio will
segregate an amount of cash or securities at the time of commitment equal to
or exceeding the purchase price of the securities. The Short-Term Portfolio
will not purchase securities on a when-issued or delayed-delivery basis if, as
a result, more than fifteen percent (15%) of the total assets of the Portfolio
would be so invested.
INVESTMENT AND BORROWING LIMITATIONS
The Portfolios of the Investment Company may not change the investment or
borrowing limitations summarized below without the affirmative vote of the
holders of a majority of the outstanding PCs of the respective Portfolio.
(A more detailed description of the following investment limitations, together
with other investment limitations that cannot be changed without a vote of the
holders of a majority of the outstanding PCs of the respective Portfolio, is
contained in the Statement of Additional Information under "Investment
Objectives and Policies".) The Portfolios may not:
1. Borrow money, except from commercial banks for temporary purposes, and
then in amounts not in excess of five percent (5%) of the total assets of the
respective Portfolio at the time of such borrowing; or pledge any assets except
in connection with any such borrowing and in amounts not in excess of the
lesser of the dollar amounts borrowed or five percent (5%) of the total assets
of the respective Portfolio at the time of such borrowing. This limitation
applies to proceeds of Reverse Repurchase Agreements to the extent such
proceeds are utilized to provide liquidity to meet redemption requests.
2. Purchase any securities which would cause twenty-five percent (25%) or
more of the total assets of the respective Portfolio at the time of purchase
to be invested in the securities of issuers conducting their principal business
activities in the same general industry, provided that there is no limitation
for the Portfolios with respect to investments in U.S. Government obligations
or in obligations of domestic branches of U.S. banks for the Money Market
Portfolio.
3. Purchase securities of any one (1) issuer, other than those of, or those
guaranteed by, the U.S. Government, Federal agencies and government-sponsored
corporations, if immediately after such purchase more than five percent (5%)
of the total assets of the respective Portfolio would be invested in such
issuer; except that up to one hundred percent (100%) of the total assets of
the Government/REPO Portfolio and up to twenty-five percent (25%) of the
total assets of the Money Market Portfolio and the Short-Term Portfolio
-11-
<PAGE>
<PAGE> 17
may be invested in Repurchase Agreements with maturities not greater than
seven (7) days without regard to this five percent (5%) limitation.
4. Purchase securities, if immediately after such purchase more than ten
percent (10%) of the net assets of the respective Portfolio would be invested
in securities which are illiquid, including Repurchase Agreements with
maturities greater than seven (7) days and VAMD Notes with greater than seven
(7) days' notice required for sale. Restricted securities issued under Rule
144A and commercial paper issued under Section 4(2) of the Securities Act of
1933 are not subject to this limitation if they are determined by the
Portfolio's adviser to be liquid under guidelines established by the Board of
Trustees.
5. Purchase securities issued by CSC.
PURCHASE AND REDEMPTION OF PARTICIPATION CERTIFICATES
PURCHASE PROCEDURES
PCs of each Portfolio are sold without a sales charge by the Investment
Company acting as its own distributor without the services of an underwriter
at the net asset value per PC next determined after receipt of a purchase order
by PFPC. BCBS Investors may open an account with the Investment Company by
completing, and submitting to CSC, an application form which may be obtained
by telephoning (312) 440-6372; the form requests all information from the
investor required to enable PFPC to open an account for such investor. After
the application form has been approved by CSC and forwarded to PFPC, an
investor may place purchase orders for PCs on any Business Day directly with
PFPC, the transfer agent for the Investment Company; such orders must be
transmitted by telephoning (800) 821-9771 and indicating the amount and the
Portfolio of the PCs desired. (See "Net Asset Value--Government/REPO
Portfolio and Money Market Portfolio" for the definition of "Business
Day".)
GOVERNMENT/REPO PORTFOLIO AND MONEY MARKET PORTFOLIO. Purchase orders
for the Government/REPO Portfolio and the Money Market Portfolio which
are received by 12 Noon (Eastern Time) will be executed at the net asset value
determined at 12 Noon (Eastern Time) that day if PNC Bank receives Federal
funds by 4:00 P.M. Eastern Time. In addition, purchase orders for the
Government/REPO Portfolio and the Money Market Portfolio which are
received after 12 Noon (Eastern Time) but before 3:00 P.M. (Eastern Time)
will be executed at the net asset value determined at 4:00 P.M. (Eastern Time)
that day if PNC Bank receives Federal funds by 4:00 P.M. (Eastern Time).
Orders received after 3:00 P.M.(Eastern Time) and orders for which payment has
not been received by PNC Bank by 4:00 P.M. (Eastern Time), will not be
accepted and notice thereof will be given to the investor placing the order.
SHORT-TERM PORTFOLIO. Purchase orders for the Short-Term Portfolio received
before 4:00 P.M. (Eastern Time) will be priced at the net asset value
determined on that day and will be executed as of the beginning of business on
the following Business Day if payment has been received by PNC Bank by 4:00
P.M. (Eastern Time) on the day the order is executed. Orders received at other
times, and orders for which payment has not been received by PNC Bank by 4:00
P.M. (Eastern Time) on the day the order is to be executed, will not be
accepted and notice thereof will be given to the investor placing the order.
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<PAGE> 18
Payment for PCs of the Portfolios may be made only in Federal funds or
other funds immediately available to PNC Bank. The Government/REPO
Portfolio has a $1 million minimum initial and subsequent investment
requirement. The Money Market Portfolio and the Short-Term Portfolio do not
have minimum initial or subsequent investment requirements. Payment for
orders which are not received or accepted by PFPC will be returned after prompt
inquiry to the sending investor. Each Portfolio may in its discretion reject
any orders for purchase of PCs. Unless specifically designated as to a
specific Portfolio, all purchases automatically will be made in the Money
Market Portfolio. CSC will be responsible for the payment of any distribution
expenses.
REDEMPTION PROCEDURES
Redemption orders must be transmitted to PFPC by telephone in the manner
described under "Purchase Procedures". PCs are redeemed at the net asset value
per PC next determined after receipt of the redemption order. Investors should
note the differences between the Portfolios in terms of when net asset values
of the PCs are determined and when dividends are earned.
GOVERNMENT/REPO PORTFOLIO AND MONEY MARKET PORTFOLIO. Payment for
redeemed PCs for which a redemption order is received by PFPC on a Business
Day before 3:00 P.M. (Eastern Time) is made in Federal funds wired to the
redeeming investor's account on the same Business Day. Payment for other
redemption orders which are received on a Business Day (or on a day when PNC
Bank is closed) is wired in Federal funds on the next Business Day following
redemption that PNC Bank is open for business. An investor receives no
dividend for the day on which PCs are redeemed; therefore, investors that do
not place redemption orders by the times indicated may wish to wait until the
morning of the following Business Day to do so.
SHORT-TERM PORTFOLIO. A redemption request with respect to the Short-Term
Portfolio which is received by PFPC prior to 4:00 P.M. (Eastern Time) on a
Business Day will be priced at the net asset value determined as of 4:00 P.M.
(Eastern Time) on that day and will be executed on the following Business Day.
Proceeds will be wired on the day the redemption order is executed. Investors
receive dividends through, and including, the day before the redemption order
is executed.
FURTHER INFORMATION REGARDING THE PORTFOLIOS. Investors may in effect
transfer all or part of their investments from one Portfolio to another by
placing simultaneous redemption and purchase orders. These orders will be
executed in sequence in accordance with the procedures discussed above.
The Investment Company will not issue certificates representing PCs unless
requested to do so by its investors. If such certificates have been issued
representing PCs to be redeemed, prior to effecting a redemption with respect
to such PCs, PFPC must have received such certificates properly endorsed (i.e.,
duly executed with signatures guaranteed by a commercial bank, a trust company
or a member firm of a domestic securities exchange). PFPC reserves the right
to request additional documentation in order to confirm that a transaction is
properly authorized. PC holders having questions regarding proper
documentation or desiring to request certificates representing PCs should
contact PFPC.
The Investment Company may suspend the right of redemption or postpone the
date of payment upon redemption (as well as suspend or postpone the recordation
of the transfer of its PCs) for such periods as are
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<PAGE> 19
permitted under the 1940 Act. The Investment Company may also redeem PCs
involuntarily under certain special circumstances described in the Statement
of Additional Information under "Additional Purchase and Redemption
Information". In addition, CSC will cause PCs (i) owned by an investor who
ceases to be a BCBS Investor or (ii) pledged as collateral by an investor and
subsequently called by a pledgee who is not a BCBS Investor, to be redeemed
involuntarily and automatically within one (1) Business Day of the occurrence
of the events set forth in (i) or (ii) immediately preceding.
TRANSFER PAYMENTS
A BCBS Investor investing in the Government/REPO Portfolio or the
Money Market Portfolio may direct that payment upon redemption of PCs in the
Portfolio be used to purchase PCs of the Government/REPO Portfolio or the
Money Market Portfolio for another BCBS Investor by a transfer (individually,
a "Transfer" and, collectively, "Transfers") of the redeemed PCs to the
second BCBS Investor. Such a Transfer is made by a redemption and simultaneous
purchase in the name of the second BCBS Investor. A BCBS Investor may not
request a Transfer from his Government/REPO Portfolio or his Money Market
Portfolio account in a dollar amount greater than the dollar amount held in
such investor's account on the Business Day prior to the date of such request.
Such Transfers may be effected at any time prior to 4:00 P.M (Eastern Time).
There is no limit to the number of Transfers which a BCBS Investor can place
in any one (1) day, nor to the total number of such Transfers by all BCBS
Investors per day.
PAYMENT IN KIND
Investors may request that redemption order proceeds be funded by securities
held by the Portfolio (a "Payment in Kind") in lieu of cash. Prior to placing
a payment in kind redemption order a BCBS investor must provide the Transfer
agent with written instructions identifying the custodial account to receive
the securities to be distributed. The securities to be distributed shall
represent a pro rata share of each security held in the portfolio, in
accordance with Rule 17a-5 of the Investment Company Act of 1940. Under
guidelines established by the Board of Trustees, the adviser shall have the
authority to make adjustments to the mix of securities to establish round lots
that are more easily traded; however, these adjustments may not materially
change the maturity, quality and liquidity characteristics of the remaining
portfolio.
NET ASSET VALUE
GOVERNMENT/REPO PORTFOLIO AND MONEY MARKET PORTFOLIO
The net asset value per PC of the Government/REPO Portfolio and the
Money Market Portfolio for purposes of pricing purchase and redemption orders
is determined by PIMC as of 12 Noon (Eastern Time) and as of 4:00 P.M. (Eastern
Time) on any Business Day (other than a day on which there are no purchase or
redemption orders) during which there is sufficient trading in instruments held
by such Portfolio that its net asset value per PC might be affected materially.
A Business Day of the Investment Company is any weekday other than the holidays
observed by the Investment Company, which currently are: New Year's Day,
Martin Luther King's Day, President's Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Columbus Day, Veterans' Day, Thanksgiving Day and
Christmas Day. In computing net asset value per PC, the Government/REPO
Portfolio and the Money Market Portfolio use the amortized cost
method of valuation and normally maintain a constant net asset value of
$1.00 per PC.
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<PAGE> 20
SHORT-TERM PORTFOLIO
The net asset value per PC of the Short-Term Portfolio for purposes of
pricing purchase and redemption orders is determined by PIMC as of 4:00 P.M.
(Eastern Time) on any Business Day (other than a day on which there are no
purchase or redemption orders) during which there is sufficient trading in
investments held by such Portfolio that its net asset value per PC might be
affected materially. The Short-Term Portfolio values assets based on their
market price or on their fair value as determined by the Investment Company's
Board of Trustees. (See the Statement of Additional Information under "Net
Asset Value" for a more complete description with respect to all three
Portfolios.)
MANAGEMENT OF THE INVESTMENT COMPANY
TRUSTEES AND OFFICERS
The Trustees, in addition to reviewing the actions of PIMC, N&B, PNC Bank,
PFPC and CSC, decide upon matters of general policy in accordance with the
General Corporation Law of the State of Maryland. Pursuant to the Investment
Company's Bylaws, the Trustees shall elect an Executive Trustee who shall
preside at all meetings of the PC holders and of the Board of Trustees. The
Investment Company's Officers conduct and supervise the daily business
operations of the Investment Company. (See the Statement of Additional
Information under "Management of the Investment Company" for a more complete
description.) The Trustees of the Investment Company are as follows:
Albert F. Antonini is President and Chief Executive Officer of Blue Cross and
Blue Shield of Central New York, Inc.;
*Philip A. Goss is President and Chief Executive Officer of both the
Investment Company and Health Plans Capital Services Corp.;
Gene Holcomb is President of Blue Cross and Blue Shield of Tennessee
Steven L. Hooker is Chief Financial Officer of The Benchmark Group and Senior
Vice President, Finance and Treasurer of Blue Cross and Blue Shield of Oregon;
William M. Lowry is President and Chief Executive Officer, Blue Cross of
Western Pennsylvania;
*David M. Murdoch is Executive Vice President, Franchise Operations, Chief
Financial Officer and Treasurer of the Blue Cross and Blue Shield Association;
Ralph S. Rhoades is Vice Chairman and Chief Executive Officer of Blue Cross
and Blue Shield of Oklahoma;
Donald P. Sacco is President and Chief Operating Officer of Blue Cross and
Blue Shield of Oregon;
Thomas J. Ward is President and Chief Executive Officer of Blue Cross of
Northeastern Pennsylvania; and
Sherman M. Wolff is Senior Vice President and Chief Financial Officer of
Health Care Service Corporation, a Mutual Legal Reserve Company (Blue Cross and
Blue Shield of Illinois).
*Such Trustees of the Investment Company are also members of the Board of
Directors of CSC and thus may be deemed "interested persons" as defined in the
1940 Act.
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<PAGE> 21
INVESTMENT ADVISERS AND SERVICE AGENT
PIMC is the investment adviser of the Government/REPO Portfolio and
the Money Market Portfolio and the Service Agent of all three of the
Investment Company's Portfolios. N&B is the investment adviser of the
Short-Term Portfolio. (PIMC and N&B sometimes are referred to herein
collectively as the "Investment Advisers"; PIMC sometimes is referred to
herein as the "Service Agent".)
PIMC, an indirectly owned subsidiary of PNC Bank, was organized in 1977 by
PNC Bank to perform advisory services for investment companies, and has its
principal offices at 400 Bellevue Parkway, Wilmington, Delaware 19809.
PIMC currently renders advisory and sub-advisory services to investment
companies having assets of approximately $31 billion. PNC Bank and its
predecessors have been in the business of managing the investments of fiduciary
and other accounts in the Philadelphia area since 1847. PNC Bank is a
subsidiary of PNC Bank Corp, a multi-bank holding company ("PNC").
As Investment Adviser, PIMC manages the Government/REPO Portfolio and
the Money Market Portfolio and is responsible for all purchases and sales
of these portfolios' securities. PIMC also acts as a servicing agent,
maintains the financial accounts and records and computes the net asset value
and net income for all three Portfolios of the Investment Company. For
the services provided and expenses assumed by it with respect to the
Government/REPO Portfolio and the Money Market Portfolio, PIMC is
entitled to receive a fee, computed daily and payable monthly, at the following
annual rates:
ANNUAL FEE PORTFOLIO ANNUAL NET ASSETS
---------- ---------------------------
.20% ...................... of the first $250 million
.15% ...................... of the next $250 million
.12% ...................... of the next $250 million
.10% ...................... of the next $250 million
.08% ...................... of amounts in excess of $1 billion.
PIMC has agreed to voluntarily reduce the fees otherwise payable to it by
the Government/REPO Portfolio to the extent necessary to reduce the ordinary
operating expenses of the Government/REPO Portfolio so that they do not exceed
0.15 of one percent (.15%) of the Government/REPO Portfolio's average net
assets for each fiscal year.
PIMC has agreed contractually to reduce the fees otherwise payable to it by the
Money Market Portfolio to the extent necessary to reduce the ordinary operating
expenses of the Money Market Portfolio so that they do not exceed 0.30 of one
percent (.30%) of the Money Market Portfolio's average net assets for each
fiscal year. (See "Management of the Investment Company--Expenses".)
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<PAGE>
<PAGE> 22
For the services provided and expenses assumed by PIMC with respect to its
role as servicing agent for the Short-Term Portfolio, PIMC is entitled to
receive a fee, computed daily and payable monthly, at the following annual
rates:
ANNUAL FEE PORTFOLIO AVERAGE DAILY NET ASSETS
---------- ----------------------------------
.03% ...................... of amounts up to and including $1 billion
.02% ...................... of amounts in excess of $1 billion and up
to and including $2 billion
.01% ...................... of amounts in excess of $2 billion
provided that the minimum annual fee payable shall be $100,000.
N&B, a New York limited Partnership, was founded in 1939 and its principal
offices are located at 605 Third Avenue, New York, New York 10158. The firm
together with its affiliates and subsidiaries currently manages approximately
$40 billion of equity and fixed-income investments.
As Investment Adviser, N&B manages the Short-Term Portfolio and is
responsible for all purchases and sales of its portfolio securities. Mmes.
Theresa A. Havell and Josephine P. Mahaney have primary responsibility for the
day-to-day management of the Short-Term Portfolio. Ms. Havell is a partner at
N&B and has been the Director of the Fixed Income group at N&B since 1984. Ms.
Mahaney is a Senior Portfolio Manager and has been responsible for managing
short maturity portfolios since joining N&B in 1985.
For the services provided and expenses assumed by it, N&B is entitled to
receive a fee, computed daily and payable monthly at the following annual
rates:
ANNUAL FEE PORTFOLIO ANNUAL NET ASSETS
---------- ---------------------------
.30% .................... of the first $50 million
.20% .................... of the next $50 million
.15% .................... of the next $150 million
.10% .................... of amounts in excess of $250 million.
N&B has agreed contractually to reduce the fees otherwise payable to it by the
Short-Term Portfolio to the extent necessary to reduce the ordinary operating
expenses of the Short-Term Portfolio so that they do not exceed 0.30 of one
percent (.30%) of the Short-Term Portfolio's average net assets for each fiscal
year. (See "Management of the Investment Company--Expenses".)
CUSTODIAN AND TRANSFER AGENT
PNC Bank, a subsidiary of PNC, 17th and Chestnut Streets, Philadelphia,
Pennsylvania 19103, has been retained to act as custodian of the Portfolios'
investments. As custodian, PNC Bank, among other things, collects income of
and payments to the Investment Company; executes and delivers proxies, consents
and other authorizations for the Investment Company; establishes and maintains
segregated accounts in its records for and on behalf of each Portfolio;
delivers, releases and exchanges securities held for the Investment Company
when necessary; makes payments of cash to, or for the account of, each
Portfolio for the purchase of securities for each Portfolio, for the redemption
of PCs, and for the payment of interest, dividends, taxes and
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<PAGE> 23
management fees; and furnishes the Investment Company with various
confirmations, summaries and reports. PNC Bank is authorized to select one or
more banks or trust companies to serve as sub-custodian on behalf of the
Investment Company, provided that PNC Bank shall remain responsible for the
performance of its duties under the Custodian Agreement and shall hold the
Investment Company harmless for the acts and omissions of any bank or trust
company serving as sub-custodian. For the services provided and expenses
assumed by PNC Bank as custodian, PNC Bank is entitled to receive a fee,
computed daily and payable monthly, at the following annual rates:
INVESTMENT COMPANY'S
ANNUAL FEE AVERAGE ANNUAL GROSS ASSETS*
---------- ---------------------------
.025% ................... of the first $5 million
.020% ................... of the next $5 million
.015% ................... of the next $10 million
.010% ................... of the next $10 million
.008% ................... of amounts in excess of $30 million
Plus $10 for each purchase, sale or maturity transaction with an annual minimum
of $5,000.
- -------------
*Based on the average of the assets included in the Investment Company's net
asset value on each day in such month that such value is calculated.
PFPC, an indirectly wholly owned subsidiary of PNC, P.0. Box 8950,
Wilmington, Delaware 19899, has been retained to act as transfer agent for the
Investment Company. As transfer agent, PFPC, among other things, issues and
redeems PCs, processes dividends, prepares various communications to PC
holders, answers correspondence from PC holders, keeps records of the accounts
of each PC holder and prepares and submits various reports to the Investment
Company. For the services provided and expenses assumed by PFPC as transfer
agent, PFPC is entitled to receive a fee, computed daily and payable monthly,
equal to $15.00 per master account and sub-account per Portfolio per year,
prorated in the case of accounts maintained for only a portion of a full year,
plus $1.00 for each master account purchase or redemption transaction, plus
$5.00 for each outgoing wire of Federal funds, provided that the minimum annual
fee payable to PFPC shall be $5,000.
Banking laws and regulations presently prohibit a bank holding company
registered under the Federal Bank Holding Company Act of 1956 or any bank or
non-bank affiliate thereof from sponsoring, organizing, controlling, or
distributing the shares (PCs) of a registered, open-end investment company
continuously engaged in the issuance of its shares (PCs), and prohibit banks
generally from issuing, underwriting, selling or distributing securities, but
such banking laws and regulations do not prohibit such a holding company or
affiliate or banks generally from acting as investment adviser, transfer agent
or custodian to such an investment company. PNC Bank, PIMC and PFPC are
subject to such banking laws and regulations.
Ballard, Spahr, Andrews & Ingersoll, counsel to PIMC, PNC Bank and PFPC, have
advised the Investment Company, PIMC, PNC Bank and PFPC that PIMC, PNC Bank and
PFPC may perform the services for the Investment Company contemplated by their
agreements with the Investment Company, this prospectus and the Statement of
Additional Information, without violation of applicable banking laws or
regulations. Such counsel have pointed out, however, that future changes
relating to the permissible activities of banks and their affiliates, as well
as further interpretations of present requirements, could prevent PIMC,
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<PAGE>
<PAGE> 24
PNC Bank or PFPC from continuing to perform such services for the Investment
Company. If PIMC, PNC Bank or PFPC were prohibited from continuing to perform
such services, it is expected that the Investment Company's Board of Trustees
would recommend that the Investment Company enter into new agreements with
other qualified firms. Any new investment advisory agreement would be subject
to PC holder approval.
ADMINISTRATOR
CSC, located at 676 St. Clair Street, Chicago, Illinois 60611, serves as the
Investment Company's administrator and acts generally in a supervisory capacity
with respect to the Investment Company's overall operations and PC holder
relations. CSC's administrative services include maintaining the Investment
Company's Chicago, Illinois office; maintaining financial and accounting
records other than those maintained by the Investment Advisers or their agents;
supervising the performance of administrative and professional services to the
Investment Company by others; monitoring, and notifying the Investment Company
of, the eligibility of the Investment Company's present and prospective
investors and certain requirements of various state insurance laws and
regulations; receiving and processing applications from present and prospective
investors in the Investment Company; and accumulating information for and
coordinating (but not paying for) the preparation of reports to the Investment
Company's PC holders and the SEC.
For its administrative services, CSC is entitled to receive a fee from the
Investment Company calculated daily and paid monthly at an annual rate not to
exceed one-twentieth of one percent (.05%) of the average daily net assets of
the Investment Company's Portfolios. (See the Statement of Additional
Information under "Management of the Investment Company--Administrator".)
EXPENSES
The Investment Company's ordinary operating expenses generally consist of
fees for legal, accounting and other professional services, fees of PIMC, N&B,
PNC Bank, PFPC and CSC, costs of Federal and state registrations and related
distributions to PC holders, certain insurance premiums as well as the costs
associated with maintaining corporate existence. Other costs include taxes,
brokerage fees, interest and extraordinary expenses. For the year ending
December 31, 1995 expense ratios were 0.10% for the Government/REPO Portfolio,
0.24% for the Money Market Portfolio and 0.30% for the Short-Term Portfolio.
Without the waiver of advisory, administrator and service agent fees, the ratio
of expenses to average daily net assets would have been 0.30% for the
Government/REPO Portfolio, 0.25% for the Money Market Portfolio and 0.43%
for the Short-Term Portfolio for the period ending December 31, 1995.
DIVIDENDS
Investors in the Portfolios are entitled to dividends and
distributions arising only from the net income and capital gains, if any,
earned on investments held by that Portfolio. Each Portfolio declares net
income daily as a dividend to PC holders of record at the close of business on
the date of declaration. Dividends are paid monthly and will be reinvested in
additional PCs or, if the investor so elects by checking the appropriate box on
the application form, will be transmitted to such investor by wire within
five (5) Business Days after the end of the month (or within five (5) Business
Days after a redemption of all of the investor's PCs). Distributions of
realized net capital gains of the Short-Term Portfolio, if any, are declared
and paid once each year and may be reinvested in additional PCs or, at the
option of the investor, paid in cash. The
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<PAGE>
<PAGE> 25
Government/REPO Portfolio and the Money Market Portfolio do not expect to
realize net long-term capital gains.
TAXES
Under applicable provisions of the Internal Revenue Code (the "Code"), as
amended, each particular Portfolio established within the Investment Company
is to be treated for tax purposes as an entirely separate corporation.
Therefore, each particular Portfolio intends to elect to be taxed as a
"regulated investment company" ("RIC"), within the meaning of Subchapter M of
the Code and each Particular Portfolio intends to continue to satisfy the
requirements for RIC classification for the current fiscal year and for each
future fiscal year, so long as such qualification is considered to be in the
best interest of the PC holders of that Portfolio. As a RIC, the Portfolio
will not have to pay any Federal income tax on net investment income and net
capital gains distributed to its PC holders, provided that, among other things,
at least ninety percent (90%) of its investment company taxable income earned
during each fiscal year (computed without regard to any deduction for dividends
paid) is so distributed. The policy of each particular Portfolio established
within the Investment Company will be to distribute substantially all its
investment company taxable income each year.
Insofar as PC holders of any particular Portfolio may themselves be subject
to Federal income tax, dividends paid by the particular Portfolio in question
from its net investment income and distribution of net short-term capital gains
will be taxable to PC holders of the particular Portfolio in question as
ordinary income, and dividends derived from net long-term capital gains will
be taxable to PC holders of the particular Portfolio in question as long-term
capital gains, whether received in cash or reinvested in additional PCs of that
Portfolio or of PCs of any other Portfolio. PC holders of any particular
Portfolio which are exempt from taxation will treat such income similarly to
their other income items. Statements as to the tax status of dividends and
capital gain distributions made to the PC holders of each Portfolio will be
mailed annually. It is anticipated that none of the Portfolios' distributions
will be eligible for the dividends-received deduction.
Under the provisions of the Code, RICs such as each Portfolio established
within the Investment Company may be subject to a four percent (4%)
nondeductible Federal excise tax, if and to the extent that the RIC fails to
distribute to its shareholders a sufficient amount of its annual income. In
general, the required distribution amount is the sum of (i) ninety-eight
percent (98%) of the RIC's ordinary income, and (ii) ninety-eight percent (98%)
of the RIC's net capital gain income. The required distribution also includes
the cumulative amount of distribution shortfalls from the tax years during
which the four percent (4%) Federal excise tax is applicable. It is
anticipated that each Portfolio shall be operated in a manner calculated to
avoid the imposition, against the particular Portfolio in question, of this
four percent (4%) Federal excise tax.
Under the provisions of Code Section 514, a PC holder which is otherwise
exempt from Federal income tax may subject certain of its income to Federal
income tax, to the extent that the PC holder borrows funds and uses the
borrowed funds, directly or indirectly, to acquire PCs of any particular
Portfolio. The amount of income of the PC holder which would be subject to
Federal income tax would be, in general, the net income (gross income less
applicable deductions) derived by the PC holder from the investment, multiplied
by a fraction, the numerator of which is the amount borrowed, and the
denominator of which is the amount
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<PAGE>
<PAGE> 26
invested by the PC holder in the particular Portfolio in question. Certain
expenses of the Investment Company will be passed through to its PC holders.
Such amounts may or may not be deductible by the PC holders.
Dividends and distributions from any of the Portfolios may be subject to
additional state and local taxes and PC holders should consult their tax
advisers with respect to such matters. No attempt is made here or in the
Statement of Additional Information to present a detailed explanation of the
tax treatment of any particular Portfolio established within the Investment
Company or of its PC holders. Any discussion here or in the Statement of
Additional Information is not intended as a substitute for careful tax
planning.
DESCRIPTION OF PARTICIPATION CERTIFICATES
The Investment Company was incorporated under the laws of the State of
Maryland on August 6, 1985.
The authorized capital stock of the Investment Company consists of five
billion (5,000,000,000) PCs, par value $.001 per PC. The Investment Company
presently offers investors three (3) classes of PCs as follows:
(i) the Government/REPO Portfolio -- one billion (1,000,000,000) PCs,
(ii) the Money Market Portfolio -- two billion (2,000,000,000) PCs and
(iii) the Short-Term Portfolio -- one billion (1,000,000,000) PCs. The
PCs of each class represent interests only in the corresponding Portfolio.
When issued and paid for in accordance with the terms of the offering, each PC
is fully paid and nonassessable. All PCs of the same class have equal
dividend, distribution, liquidation and voting rights and are redeemable at net
asset value at the option of the PC holder. In addition, the PCs have no
preemptive, subscription, conversion or cumulative voting rights. PC holders
are entitled to one (1) vote for each full PC held and fractional votes for
fractional PCs held.
PERFORMANCE INFORMATION
From time to time, the Investment Company may quote the yield of each of its
Portfolios in reports and other communications to PC holders. For this
purpose, the yield of the Government/REPO Portfolio and the Money Market
Portfolio is calculated by dividing the Portfolio's average daily net
investment income per PC for a specified seven (7) day period by the
Portfolio's average net asset value per PC for the same period and annualizing
the result on a three hundred sixty-five-day basis. In the case of the
Short-Term Portfolio, quoted yield is calculated by dividing the net investment
income per PC during a thirty (30) day (or one month) period by the price per
PC on the last day of that period. The result of this calculation is annualized
assuming semi-annual reinvestment of dividend income.
From time to time, the Investment Company may also quote the total return of
its Short-Term Portfolio in reports and other communications to PC holders.
For this purpose the total return of the Portfolio is an average annual
compound rate of return over the periods cited that will equate a hypothetical
$1,000 investment made at the beginning of the periods to the redeemable value
at the end of the periods cited.
Each Portfolio's performance will fluctuate. All statements of yield and
total return are based on historical performance and are not intended to
indicate future performance. Portfolio performance is affected by factors that
include Portfolio quality and maturity, operating expenses, changes in interest
rates and general market conditions. (See the Statement of Additional
Information under "Performance Information" for a more complete description of
yield and total return calculations.)
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<PAGE> 27
GENERAL INFORMATION
The Investment Company sends to all of its PC holders of each Portfolio
quarterly reports and annual reports, including a list of investment securities
held by each Portfolio, and audited financial statements of each Portfolio.
Coopers & Lybrand L.L.P. has been selected as the Investment Company's
independent accountants.
Seyfarth, Shaw, Fairweather & Geraldson, 55 East Monroe Street, Chicago,
Illinois 60603, will pass upon the legality of the PCs offered hereby.
Burton X. Rosenberg, a Partner of Seyfarth, Shaw, Fairweather & Geraldson, acts
as General Counsel and Secretary to CSC and is also a member of its Board of
Directors.
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<PAGE> 28
- -------------------------------- --------------------------------
No person has been authorized to
give any information or make any PLAN INVESTMENT FUND, INC.
representations not contained in
this Prospectus in connection
with the offering made by this
Prospectus and, if given or made,
such information or representa-
tions must not be relied upon as
having been authorized by the
Investment Company. This
Prospectus does not constitute
an offering by the Investment
Company in any jurisdiction
in which such offering may
not be made lawfully.
------------------------
PROSPECTUS
TABLE OF CONTENTS
Page
Prospectus Summary and ----
Introduction................... 2
Portfolio Fee Tables........... 4
Financial Highlights........... 6
Investment Objectives and
Policies....................... 8
Purchase and Redemption of
Participation Certificates..... 12
Net Asset Value................ 14
Management of the Investment
Company... .................... 15
Dividends...................... 19
Taxes.......................... 20
Description of Participation
Certificates................... 21
April 18, 1996
Performance Information........ 21
General Information............ 22
- -------------------------------- --------------------------------
<PAGE>
<PAGE> 29
PLAN INVESTMENT FUND, INC.
STATEMENT OF ADDITIONAL INFORMATION
April 18, 1996
Table of Contents
-----------------
Page
----
The Investment Company . . . . . . . . . . . . . . . . . . . . . . B-2
Investment Objectives and Policies . . . . . . . . . . . . . . . . B-2
Additional Purchase and Redemption Information . . . . . . . . . . B-5
Net Asset Value . . . . . . . . . . . . . . . . . . . . . . . . . . B-6
Management of the Investment Company . . . . . . . . . . . . . . . B-7
Additional Information Concerning Taxes . . . . . . . . . . . . . . B-11
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-12
Performance Information . . . . . . . . . . . . . . . . . . . . . . B-12
Additional Description Concerning Investment Company
Participation Certificates . . . . . . . . . . . . . . . . . . B-13
Independent Accountants . . . . . . . . . . . . . . . . . . . . . . B-14
Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-15
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . B-15
Appendix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-16
Report of Independent Accountants
and Financial Statements . . . . . . . . . . . . . . . . . . . B-18
This Statement of Additional Information should be read in conjunction
with the Prospectus for Plan Investment Fund, Inc. dated April 18, 1996
and is incorporated by reference in its entirety into that Prospectus.
Because this Statement of Additional Information is not itself a
prospectus, no investment in PCs of Plan Investment Fund, Inc. should be
made solely upon the information contained herein. Copies of the
Prospectus for Plan Investment Fund, Inc. may be obtained by calling Health
Plans Capital Services Corp. at (312) 440-6372. Capitalized terms used but
not defined herein have the same meanings as in the Prospectus.
B-1
<PAGE>
<PAGE> 30
THE INVESTMENT COMPANY
The Government/REPO Portfolio, Money Market Portfolio and Short-Term
Portfolio (individually, a "Portfolio" and, collectively, the "Portfolios")
are portfolios of Plan Investment Fund, Inc. (the "Investment Company"), a
diversified, open-end management investment company. Each Portfolio is
represented by a class of PCs separate from those of the Investment Company's
other Portfolios. Unless otherwise indicated, all statements made in this
Statement of Additional Information refer to all three Portfolios.
Each of the Portfolios invests in diversified selections of liquid,
high-quality securities. However, as described in the Prospectus, the
three (3) Portfolios have different investment objectives and policies
and investors may allocate their investment in the Investment Company between
the three (3) Portfolios as best suits their needs at any given time.
INVESTMENT OBJECTIVES AND POLICIES
See the Prospectus for a description of the investment objectives and
policies of the Investment Company. The following policy discussion
supplements such description.
Portfolio Transactions
- ----------------------
Purchases and sales of securities for each Portfolio usually are
principal transactions. Portfolio securities normally are purchased
directly from the issuer or from an underwriter or market maker of the
securities. There usually are no brokerage commissions paid by the
Investment Company for such purchases. Purchases from dealers serving as
market makers may include the spread between the bid and asked prices.
While the Investment Advisers intend to seek the best price and execution
for portfolio transactions on an overall basis, the Investment Company may
not necessarily pay the lowest spread or commission available on each
transaction.
Allocation of transactions, including their frequency, to various
dealers is determined by the Investment Adviser of each Portfolio in its
best judgment under the general supervision of the Board of Trustees of the
Investment Company and in a manner deemed fair and reasonable to PC
holders.
Investment decisions for each Portfolio of the Investment Company are
made independently from those for the other investment companies advised by
the Investment Adviser. It may happen, on occasion, that the same security
is held in one or more of such other investment companies. Simultaneous
transactions are likely when several investment companies are advised by
the same investment adviser, particularly when a security is suitable for
the investment objectives of more than one (1) of such investment
companies. When two (2) or more investment companies advised by the
Investment Adviser are simultaneously engaged in the purchase or sale of
the same security, the transactions are allocated to the respective
investment companies, both as to amount and price, in accordance with a
B-2
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<PAGE> 31
method deemed equitable to each investment company. In some cases this
system may adversely affect the price paid or received by a Portfolio of
the Investment Company or the size of the security position obtainable or
sold for such Portfolio.
The Investment Company will not execute portfolio transactions through,
acquire portfolio securities issued by, make savings deposits in, or enter
into Repurchase Agreements or Reverse Repurchase Agreements with, PIMC and
N&B (the Investment Advisers) or any affiliates, officers or employees of
either of them.
Additional Information on Portfolio Instruments
- -----------------------------------------------
With respect to the variable amount master demand notes ("VAMD Notes")
described in the Prospectus, the Investment Advisers to the respective
Portfolios will consider the earning power, cash flows and other liquidity
ratios of the issuers of such notes and will continuously monitor their
financial status to meet payment on demand. In determining average
weighted portfolio maturity, VAMD Notes will be deemed to have a maturity
equal to the longer of the period remaining to the next interest rate
adjustment or the demand notice period.
Examples of the types of U.S. Government obligations that may be held by
the Investment Company include, in addition to U.S. Treasury bills, notes
and bonds, the obligations of Federal Home Loan Banks, Federal Farm Credit
Banks, Federal Land Banks, the Federal Housing Administration, Farmers Home
Administration, Export-Import Bank of the United States, Small Business
Administration, Government National Mortgage Association, General Services
Administration, Student Loan Marketing Association, Central Bank for
Cooperatives, Federal Home Loan Mortgage Corporation, Federal Intermediate
Credit Banks, Maritime Administration and International Bank for
Reconstruction and Development.
The Investment Company may also invest in collateralized mortgage
obligations ("CMO"s) which are obligations fully collateralized by a
portfolio of mortgages or mortgage-related securities. Payments of
principal and interest on the mortgages are passed through to the holders
of the CMOs on the same schedule as they are received, although certain
classes of CMOs have priority over others with respect to the receipt of
prepayments on the mortgages. Therefore, depending on the types of CMOs in
which the Investment Company invests, the investment may be subject to a
greater or lesser risk of prepayment than other types of mortgage-related
securities. The Investment Company may also invest in other asset-backed
securities that represent a participation in, or are secured by and payable
from, a stream of payments generated by particular assets, most often a
pool or pools of similar assets (e.g., trade receivables). The credit
quality of these securities depends primarily upon the quality of the
underlying assets and the level of credit support and/or enhancement
provided. The underlying assets are subject to prepayments which shorten
the securities' weighted average life and may lower their return. If the
credit support or enhancement is exhausted, losses or delays in payment may
result if the required payments of principal and interest are not made.
B-3
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<PAGE> 32
The maturity of the instruments in which the Investment Company invests
normally shall be deemed to be a period remaining until the date noted on
the face of the instrument is the date on which the principal amount must
be paid, or in the case of an instrument called for redemption, the date on
which the redemption payment must be made. An instrument issued or
guaranteed by the U.S. Government or any agency thereof which has a
variable rate of interest readjusted no less frequently than annually may
be deemed to have a maturity equal to the period remaining until the next
readjustment date. An instrument which has a demand feature that entitles
the holder to receive the principal amount of such instrument from the
issuer upon no more than seven (7) days' notice and which has a variable
rate of interest may be deemed to have a maturity equal to the longer of
the period remaining until the interest rate will be readjusted or the
period remaining until the principal amount owed can be received through
demand. An instrument which has a variable rate of interest may be deemed
to have a maturity equal to the period remaining until the next
readjustment of the interest rate. An instrument which has a demand
feature that entitles the holder to receive the principal amount of such
instrument from the issuer upon no more than seven (7) days' notice and
which has a floating rate of interest may be deemed to have a maturity
equal to the period of time remaining until the principal amount owed can
be received from the issuer through demand.
An investment owned by the Short-Term Portfolio which may have payments
of principal prior to its final maturity date may be deemed to have a
maturity equal to the average maturity of its principal balances. This
average, called an average life, may include both scheduled payments of
principal and estimates of the timing of principal payments. The
Short-Term Portfolio may use an instrument's duration, the dollar weighted
present value of all future cash flows, as a measure of final maturity. An
instrument with a duration equivalent to that of an instrument with five
and a quarter (5 1/4) years remaining until maturity may be deemed to
comply with the five and a quarter (5 1/4) year maximum maturity investment
limitation.
The portfolio turnover for the Short-Term Portfolio may be expected to
exceed one hundred percent (100%) per year. Because the Short-Term
Portfolio invests in securities with short maturities, there is a
relatively high portfolio turnover rate. However, the turnover rate does
not have an adverse effect upon the net yield and net asset value of the
PCs of the Short-Term Portfolio since transactions occur primarily with
issuers, underwriters or major dealers and usually do not include the
expense of brokerage commissions.
Appendix A attached hereto contains a description of the relevant rating
symbols used by Standard & Poor's Corporation and Moody's Investors
Service, Inc. for bonds and commercial paper in which the Portfolios
invest.
Investment and Borrowing Limitations
- ------------------------------------
The Investment Company's Prospectus summarized certain of the
Portfolios' investment and borrowing limitations that may not be changed
without the affirmative vote of the holders of a "majority" of the
B-4
<PAGE>
<PAGE> 33
outstanding PCs of the respective Portfolios (as defined herein under
"Miscellaneous"). Below is a complete list of the Portfolios' investment
limitations that may not be changed without such a vote of PC holders.
The Portfolios may not:
1. Borrow money,except from commercial banks for temporary purposes, and
then in amounts not in excess of five percent (5%) of the total assets of
the respective Portfolio at the time of such borrowing; or mortgage, pledge
or hypothecate any assets except in connection with any such borrowing and
in amounts not in excess of the lesser of the dollar amount borrowed or
five percent (5%) of the total assets of the respective Portfolio at the
time of such borrowing. This borrowing provision applies to Reverse
Repurchase Agreements whose proceeds are utilized to provide liquidity to
meet redemption requests when liquidation of portfolio securities is
considered disadvantageous. At no time shall the level of funds borrowed
to meet redemption requests exceed five percent (5%) of the total assets of
the respective Portfolio; the interest expenses associated with such credit
arrangements will be charged to the income of the respective Portfolio; and
any new cash flows must be applied to retiring such Portfolio borrowings.
2. Purchase any securities which would cause twenty-five percent (25%)
or more of the total assets of the respective Portfolio at the time of such
purchase to be invested in the securities of issuers conducting their
principal business activities in the same general industry. There is no
limitation for the Portfolios with respect to investments in U.S.
Government obligations or for the Money Market Portfolio in obligations of
domestic branches of U.S. banks.
3. Purchase securities of any issuer, other than those issued or
guaranteed by the U.S. Government, Federal agencies and
government-sponsored corporations, if immediately after such purchase more
than five percent (5%) of the total assets of the respective Portfolio
would be invested in such issuer; except that up to one hundred percent
(100%) of the total assets of the Government/REPO Portfolio and up to
twenty-five percent (25%) of the total assets of the Money Market Portfolio
and the Short-Term Portfolio may be invested in Repurchase Agreements with
maturities not greater than seven (7) days without regard to this five
percent (5%) limitation.
4. Purchase securities, if immediately after such purchase more than ten
percent (10%) of the net assets of the respective Portfolio would be
invested in securities which are illiquid, including Repurchase Agreements
with maturities greater than seven (7) days and VAMD Notes with greater
than seven (7) days' notice required for sale.
5. Make loans, except that each Portfolio may purchase or hold debt
instruments, and may enter into Repurchase Agreements, in accordance with
its investment objectives and policies.
6. Purchase securities issued by CSC.
7. Purchase or sell commodities or commodity contracts, including
futures contracts, or invest in oil, gas or mineral exploration or
B-5
<PAGE>
<PAGE> 34
development programs.
8. Acquire voting securities of any issuer or acquire securities of
other investment companies.
9. Purchase or sell real estate. (However, each Portfolio may purchase
bonds and commercial paper issued by companies which invest in real estate
or interest therein.)
10. Purchase securities on margin, make short sales of securities or
maintain a short position.
11. Act as an underwriter of securities.
12. Issue senior securities, except to the extent that certain
investment policies related to Reverse Repurchase Agreements discussed
herein and in the Prospectus may be deemed to involve the issuance of
senior securities within the meaning of the 1940 Act.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Under the 1940 Act, the Investment Company may suspend the right of
redemption or postpone the date of payment upon redemption (i) for any
period during which the New York Stock Exchange is closed, other than
customary weekend and holiday closings, or during which trading on said
Exchange is restricted, or (ii) for any period during which (as determined
by the SEC by rule or regulation) an emergency exists as a result of which
disposal or valuation of portfolio securities is not reasonably practical,
or for such other periods as the SEC, or any successor governmental
authority, may by order permit for the protection of PC holders of the
Portfolios. (The Investment Company may also suspend or postpone the
recordation of the transfer of its PCs upon the occurrence of any of the
foregoing conditions.)
If the Board of Trustees determines that conditions exist which make
payment of redemption proceeds wholly in cash unwise or undesirable, the
Investment Company may make payment wholly or partly in securities or other
property; investors will incur expenses in disposing of redemption proceeds
which are paid in this manner. The Investment Company has elected to
commit itself to pay all redemption proceeds in cash up to the lesser of
$250,000 or one percent (1.0%) of the respective Portfolio's net asset
value for any Participation Certificate holder within a ninety (90) day
period pursuant to a notification of election filed with the SEC under, and
in accordance with the guidelines set forth in, Rule 18f-1 under the 1940
Act. (See "Net Asset Value" below for an example of when such redemption
or form of payment might be appropriate.)
NET ASSET VALUE
The net asset value per PC of each Portfolio is calculated by dividing
the total value of the assets belonging to each Portfolio, less the value
of any liabilities charged to each Portfolio, by the total number of PCs of
the Portfolio outstanding.
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<PAGE> 35
Government/REPO Portfolio and Money Market Portfolio
----------------------------------------------------
As stated in the Investment Company's Prospectus, the Government/REPO
Portfolio and Money Market Portfolio securities are valued on the basis of
amortized cost. In connection with their use of amortized cost
valuation, the Portfolios limit the dollar-weighted average maturity of
their investments to not more than seven (7) and ninety (90) days
respectively and do not purchase any instrument with a remaining
maturity of more than one (1) year at the time of purchase, except that items
of collateral securing securities subject to Repurchase Agreements may bear
longer maturities. The Investment Company's Board of Trustees also has
established procedures that are intended to stabilize the Portfolios'
net asset value per PC for purposes of sales and redemptions at $1.00. Such
procedures include review by the Board of Trustees, at such intervals as it
deems appropriate, to determine the extent, if any, to which the
Portfolios' net asset value per PC calculated by using available market
quotations deviates from $1.00 per PC. In the event such deviation exceeds
one-half of one percent (0.5%), the Board of Trustees will promptly
consider what action, if any, should be initiated. If the Board of
Trustees believes that the amount of any deviation from a Portfolio's
$1.00 amortized cost price per PC may result in material dilution or other
unfair results to investors or existing PC holders of the respective
Portfolio, it will take such steps as it considers appropriate to eliminate
or reduce to the extent reasonably practicable any such dilution or unfair
results. These steps may include selling portfolio instruments prior to
maturity; shortening the Portfolio's average maturity; withholding or
reducing dividends; redeeming PCs in kind; reducing the number of the
Portfolio's outstanding PCs without monetary consideration; or utilizing a
net asset value per PC determined by using available market quotations.
Investors should also be aware that although procedures exist which are
intended to stabilize the net asset value of the Government/REPO Portfolio
and the Money Market Portfolio at $1.00 per PC, the value of the underlying
assets of the Portfolios will be affected by general changes in interest
rates which will result in increases or decreases in the value of the
obligations held by the Portfolios. The market value of the obligations
in the Portfolios can be expected to vary inversely to changes in
prevailing interest rates. Investors should also recognize that, in
periods of declining interest rates, the Portfolios' yields may tend to
be somewhat higher than prevailing market rates, and in periods of rising
interest rates, the Portfolios' yields may tend to be somewhat lower.
Also, when interest rates are falling, the inflow of net new money to the
Portfolios from the continuous sale of its PCs will likely be invested
in portfolio instruments producing lower yields than the balance of the
Portfolios, thereby reducing the Portfolios' current yield. In
periods of rising interest rates, the opposite can be expected to occur.
Short-Term Portfolio
- --------------------
As stated in the Investment Company's Prospectus, the Short-Term
Portfolio's securities (i) for which market quotations are readily
available, are valued at the most recent quoted bid prices provided by
investment dealers, or (ii) for which such quotations are not readily
available, are valued at their fair value in the best judgment of N&B under
B-7
<PAGE>
<PAGE> 36
procedures established by, and under the supervision of, the Investment
Company's Board of Trustees. In connection with these methods of
valuation, the Short-Term Portfolio limits the dollar-weighted average
maturity of its investments to not more than three hundred sixty (360) days
and does not purchase any instrument with a remaining maturity of more than
five and a quarter (5 1/4) years, or its duration equivalent, at the time
of purchase, except that items of collateral securing securities subject to
Repurchase Agreements may bear longer maturities.
MANAGEMENT OF THE INVESTMENT COMPANY
Trustees and Officers
- ---------------------
The Investment Company's Trustees and Executive Officers, their
addresses, principal occupations during the past five (5) years and other
affiliations are as follows:
Principal Occupations
Position with the During Past 5 Years
Name and Address Investment Company and Other Affiliations
- ---------------- ------------------ ----------------------
Albert F. Antonini Executive 1991 - Present, President
344 South Warren St. Trustee and Chief Executive Officer,
Syracuse, NY Blue Cross and Blue Shield
13202 of Central New York, Inc.
Philip A. Goss* Trustee, President January 1994 to Present,
676 St. Clair Street and Chief President and Chief Executive
Chicago, IL Executive Officer Officer, CSC; February 1992
60611 to December 1993, Vice
President and Chief Operating
Officer, CSC; prior to
February 1992, Controller,
CSC
Gene Holcomb Trustee January 1996 to Present,
85 North Danny President, Blue Cross and
Thomas Boulevard Blue Shield of Tennessee;
Memphis, TN April 1994 to Present,
38103 President and Chief Executive
Officer, Blue Cross and Blue
Shield of Memphis; Prior to
April 1994, Executive Vice
President, Administration and
Chief Financial Officer, Blue
Cross and Blue Shield of
Memphis
Steven L. Hooker Trustee April 1996 to Present, Chief
100 S.W. Market Street Financial Officer, The
Portland, OR 97201 Benchmark Group; April 1993
to Present, Senior Vice
President, Finance, Blue
Cross and Blue Shield of
Oregon; April 1993 to
Present, President, Oregon
Pacific States Insurance
Company; 1991 to March 1993,
Vice President, Finance and
Treasurer, Blue Cross and
Blue Shield of Oregon
William M. Lowry Trustee May 1994 to Present,
Fifth Avenue Place President and Chief Executive
Pittsburgh, PA 15222 Officer, Blue Cross of
Western Pennsylvania; June
1993 to April 1994, President
and Chief Operating Officer,
Blue Cross of Western
Pennsylvania; July 1992 to
B-8
<PAGE>
<PAGE> 37
Principal Occupations
Position with the During Past 5 Years
Name and Address Investment Company and Other Affiliations
- ---------------- ------------------ ----------------------
May 1993, Executive Vice
President, Blue Cross
Business Group, Blue Cross of
Western Pennsylvania; April
1991 to June 1992, Executive
Vice President and Treasurer,
Blue Cross of Western
Pennsylvania
David M. Murdoch* Trustee and June 1995 to Present,
676 St. Clair Street Treasurer Executive Vice President,
Chicago, IL 60611 Franchise Operations, Chief
Financial Officer and
Treasurer, Blue Cross and
Blue Shield Association; July
1993 to June 1995, Senior
Vice President, Licensing,
Finance and Operations, Blue
Cross and Blue Shield
Association; February 1992 to
June 1993, Senior Vice President,
Business Support and
Strategy, Blue Cross and Blue
Shield Association; prior to
January 1994, President and
Chief Executive Officer of
the Investment Company;
prior to December 1993,
President and Chief
Executive Officer of CSC
Ralph S. Rhoades Trustee January 1995 to Present, Vice
1215 South Boulder Chairman and Chief Executive
Tulsa, OK Officer, Blue Cross and Blue
74119 Shield of Oklahoma; prior to
January 1995, President and
Chief Executive Officer,
Blue Cross and Blue Shield of
Oklahoma
Donald P. Sacco Trustee April 1996 to Present,
100 S.W. Market Street President and Chief Operating
Portland, OR 97201 Officer, Blue Cross and Blue
Shield of Oregon; 1991 to
April 1996, President and
Chief Executive Officer,
Pierce County Medical
Bureau, Inc.
B-9
<PAGE>
<PAGE> 38
Principal Occupations
Position with the During Past 5 Years
Name and Address Investment Company and Other Affiliations
- ---------------- ------------------ ----------------------
Thomas J. Ward Trustee January 1992 to Present,
70 North Main Street President, and Chief
Wilkes-Barre, PA Executive Officer, Blue Cross
18711 of Northeastern Pennsylvania;
Prior to December 1991,
President, Blue Cross
of Northeastern Pennsylvania
Sherman M. Wolff Trustee November 1991 to Present,
233 N. Michigan Ave. Senior Vice President and
Chicago, IL Chief Financial Officer,
60601 Health Care Service
Corporation; prior to
November 1991, Principal,
William M. Mercer
Incorporated
Peter Norton Assistant February 1992 to Present,
676 St. Clair Street Secretary Director, Investment
Chicago, IL Programs, CSC; prior to
60611 February 1992, Manager,
Investment Programs, CSC
Burton X. Rosenberg Secretary 1991 to Present, Partner,
55 East Monroe Street Seyfarth, Shaw, Fairweather &
Chicago, IL 60603 Geraldson
-------------------------------------------------------------------------
* Such Trustees of the Investment Company are also members of the Board of
Directors of CSC and thus may be deemed "interested persons" as defined
in the 1940 Act.
B-10
<PAGE>
<PAGE> 39
The Investment Company reimburses its Trustees for out-of-pocket
expenses related to attending meetings. Trustees who are not employed by
Blue Cross and/or Blue Shield Plans, or any subsidiaries or affiliates
thereof, are paid $500 for participation in each regular meeting and $150
for participation in each telephonic meeting. The Investment Company does
not pay any compensation to its other Trustees or to its Officers for
acting in such capacities. Seyfarth, Shaw, Fairweather & Geraldson, of
which Mr. Rosenberg is a partner, receives legal fees as counsel to the
Investment Company. No director, officer or employee of PIMC, N&B, PNC
Bank or PFPC is eligible to serve as a Trustee or Officer of the Investment
Company. The Trustees and Officers of the Investment Company in their
individual capacities own none, and cannot own any, of the Investment
Company's PCs. For the period ended December 31, 1995, a total of $13,046
was paid by the Investment Company for Trustee meeting expenses.
Pension or Estimated
Capacities in Retirement Annual
Which Benefits Accrued Benefits
Name of Remuneration Aggregate During Registrant's Upon
Person Was Received Remuneration Last Fiscal Year Retirement
- ------- -------------- ------------ ------------------- ----------
For the fiscal year ended December 31, 1995, the Investment Company
did not pay any remuneration to, or accrue any retirement benefits
for, any of its Trustees or Officers.
Investment Advisers and Service Agent
- -------------------------------------
The services PIMC and N&B provide as Investment Advisers, as well as the
annual fees, calculated as percentages of each Portfolio's annual net
assets, payable to them and expenses assumed by them, are described briefly
in the Investment Company's Prospectus. More specifically, PIMC and N&B
supervise the sales of securities; and place orders for such transactions.
As Service Agent for all three Portfolios of the Investment Company,
PIMC maintains, financial and other books and records, including appropriate
journals and ledgers; verifies trade tickets; calculates weighted average
maturity, dividends and yields; prepares unaudited financial statements;
prepares or assists in the preparation of regulatory filings; computes net
asset value and the market value of assets of the Investment Company;
prepares reports to the Board of Trustees of the Investment Company; and
performs related administrative services. PIMC agrees to abide by
applicable legal requirements in providing these services.
In addition, PIMC and N&B have agreed that if, in any fiscal year, the
expenses borne by the Government/REPO Portfolio, the Money Market
Portfolio or the Short-Term Portfolio, respectively, exceed the applicable
expense limitations imposed by the securities regulations in any state in which
PCs of the Portfolios are registered or qualified for sale to the public, they
will reimburse the respective Portfolio for any excess to the extent
required by such regulations. Unless otherwise required by law, such
reimbursement would be accrued and paid by the Portfolios. To the
knowledge of the Investment Company, the expense limitations in effect on
the date of this Statement of Additional Information, are no more
restrictive than one and one-half percent (1.5%) of the respective
B-11
<PAGE>
<PAGE> 40
Portfolios' average net assets up to $30 million and one percent (1%) of
their respective average annual net assets in excess of $30 million. For
the fiscal periods ended December 31, 1993, 1994 and 1995, PIMC was paid
fees of $100,000, $99,291 and $88,730 net of $0, $709 and $11,270 waived fees,
as service agent for the Short-Term Portfolio. For the same periods PIMC
was paid fees of $937,715, $894,209 and $968,558 respectively, net of
$21,935, $10,984 and $31,425 waived fees, as investment advisor and service
agent for the Money Market Portfolio. For the same periods N&B was paid
fees of $372,933, $230,349 and $136,295 respectively, net of $49,858,
$100,985 and $107,922 waived fees, as investment advisor for the Short-Term
Portfolio. For the June 1, inception of operations, through December 31, 1995
period, PIMC was paid $4,436, net of $54,651 waived fees, as investment advisor
and service agent for the Government/REPO Portfolio.
Banking laws and regulations presently prohibit a bank holding company
registered under the Federal Bank Holding Company Act of 1956 or any bank
or non-bank affiliate thereof from sponsoring, organizing, controlling, or
distributing the PCs of a registered, open-end investment company
continuously engaged in the issuance of its PCs, and prohibits banks
generally from issuing, underwriting, selling or distributing securities,
but such banking laws and regulations do not prohibit such a holding
company or affiliate or banks generally from acting as investment adviser,
transfer agent or custodian to such an investment company. PNC Bank, PIMC
and PFPC are subject to such banking laws and regulations.
Administrator
- -------------
As the Investment Company's administrator, CSC administers the
Investment Company's operations, including acting as liaison with its PC
holders, and has agreed to: (i) furnish the Investment Company with
adequate office facilities, utilities, office equipment and related
services; (ii) be responsible for the financial and accounting records
required to be maintained by the Investment Company (including those being
maintained by the Investment Company's custodian and transfer agent, both
of which CSC supervises) other than those being maintained by the
Investment Advisers; (iii) supervise the Investment Company's activities
with respect to accounting, clerical, bookkeeping, recordkeeping and
statistical services at such office facilities; (iv) arrange, but not pay
for, the preparation for the Investment Company and holders of its PCs of
all required tax returns and reports to the Investment Company's PCs
holders and the SEC, as necessary, and, as appropriate, the periodic
updating of the Registration Statement and Prospectus; (v) oversee the
performance of administrative and professional services to the Investment
Company by others, including the Investment Company's custodian, transfer
agent and service agent; (vi) monitor, and notify the Investment Company
of, the eligibility of the Investment Company's present and prospective
investors and certain requirements of various state insurance laws and
regulations; (vii) receive and process applications from present and
prospective investors in the Investment Company; and (viii) authorize and
permit any of its directors, officers and employees who may be elected as
Trustees or Officers of the Investment Company to serve in the capacities
in which they are elected. The administrator may engage sub-administrators
or servicing agents to perform its obligations under its agreement with the
Investment Company. For the fiscal periods ended December 31, 1993, 1994
and 1995, CSC was paid fees of $278,219, $260,066 and $291,670
B-12
<PAGE>
<PAGE> 41
respectively, net of $7,311, $3,661 and $10,476 waived fees, as
administrator for the Money Market Portfolio and $107,597, $75,055 and $42,618
net of $0, $2,016 and $7,011 waived fees, as administrator for the Short-Term
Portfolio. For the June 1, inception of operations, through December 31, 1995
period, CSC was paid $10,860, net of $3,912 waived fees, as administrator for
the Government/REPO Portfolio.
ADDITIONAL INFORMATION CONCERNING TAXES
The following is only a summary of certain additional tax considerations
generally affecting the Investment Company, the Portfolios established
within the Investment Company, and the PC holders of each Portfolio
established within the Investment Company which are not described in the
Investment Company's Prospectus. No attempt is made to present a detailed
explanation of the tax treatment of the Investment Company, the Portfolios
established within the Investment Company, and the discussion here and in
the Investment Company's Prospectus is not intended as a substitute for
careful tax planning.
In order for any particular Portfolio established within the Investment
Company to qualify for tax treatment as a regulated investment company
under the Internal Revenue Code of 1986, as amended (the "Code"), the
Portfolio in question must derive at least ninety percent (90%) of its
gross income in each taxable year from dividends, interest, payments with
respect to security loans (as defined in Code Section 512(a)(5)), and gains
from the sale or other disposition of stock or securities, and derive less
than thirty percent (30%) of its gross income in each taxable year from the
sale or other disposition of securities held for less than three (3)
months. Interest (including original issue discount and certain accrued
market discount) received by the particular Portfolio in question at
maturity or disposition of a security held for less than three (3) months
will not be treated as gross income derived from the sale or other
disposition of a security within the meaning of this requirement. In
addition, at the close of each quarter of its taxable year, at least fifty
percent (50%) of the value of the assets of the particular Portfolio in
question must consist of (1) cash and cash items, Government securities and
securities of other regulated investment companies and (2) securities of
other issuers as to which the particular Portfolio in question has not
invested more than five percent (5%) of its total assets in securities of
such issuer and as to which the particular Portfolio in question does not
hold more than ten percent (10%) of the outstanding voting securities of
such issuer. The particular Portfolio in question must not have more than
twenty-five percent (25%) of the value of its total assets invested in the
securities of any one industry (other than U.S. Government obligations or,
in the case of the Money Market Portfolio, certain bank obligations).
Dividends paid out of the interest income and the net short-term capital
gain income of any particular Portfolio are taxable to the PC holders of
that Portfolio as ordinary income, regardless of whether PC holders
reinvest such dividends in PCs of that Portfolio or any other Portfolio or
are paid in cash. Dividends designated as paid out of that particular
Portfolio's net capital gain ("Capital Gain Dividends"), i.e. the excess
of net long-term capital gains over net short-term capital losses, are
taxable to PC holders of the Portfolio as long-term capital gain. Any
Capital Gain Dividends paid by the particular Portfolio in question will be
taxable to PC holders of that Portfolio as long-term capital gains,
B-13
<PAGE>
<PAGE> 42
regardless of how long PCs of that Portfolio have been held and whether
reinvested in PCs or paid in cash. Under the provisions of the Code,
starting with 1987, any long-term capital gains will be taxed at ordinary
income tax rates, but with special transitional relief being provided, so
that the maximum rate of Federal income tax imposed upon the receipt of any
such long-term capital gains will be thirty-four percent (34%) in the case
of a corporation.
PC holders which are exempt from taxation will treat income resulting
from investments in any particular Portfolio similarly to their other
dividend and long-term capital gain income.
DIVIDENDS
Net income of each Portfolio for dividend purposes (from the time of the
immediately preceding determination thereof) will consist of (i) interest
accrued and dividend earned (including both original issue and market
discount) less amortization of any premium, (ii) plus or minus, in the case
of the Government/REPO Portfolio and the Money Market Portfolio, all
realized short-term gains and losses, if any, attributable to such
Portfolio including such Portfolio's pro rata share of the fees payable to,
and the general expenses (e.g. legal, accounting and Trustee's fees) of,
the Investment Company prorated on the basis of relative net asset value of
the Investment Company's other Portfolios applicable to that period.
PERFORMANCE INFORMATION
Determination of Yield
- ----------------------
From time to time, the Investment Company may quote the
Government/REPO Portfolio and the Money Market Portfolio "yield" and
"effective yield" in communications to PC holders that are deemed to be
advertising. Both yield figures are based on historical earnings and are
not intended to indicate future performance. The "yield" of the
Government/REPO Portfolio and the Money Market Portfolio refers to the
income generated by an investment in the Portfolios over a seven-day period
as identified in the communication. This income is then annualized. That
is, the amount of income generated by the investment during that week is
assumed to be generated each week over a 52-week period and is shown as a
percentage of the investment. The "effective yield" is calculated
similarly but, when annualized, the income earned by the investment is
assumed to be reinvested weekly. The "effective yield" will be slightly
higher than the "yield" because of the compounding effect of this assumed
reinvestment. For the seven day period ending December 31, 1995 the Money
Market Portfolio average "yield" was 5.58% and the "effective yield" was
5.74%. For the same period the Government/REPO Portfolio average yield was
5.68% and the effective yield was 5.84%.
From time to time, the Investment Company may also quote the
Short-Term Portfolio "yield" in communications to PC holders that are
deemed to be advertising. The standardized method used to calculate the
Short-Term Portfolio yield differs from the Money Market Portfolio yield
calculation. Short-Term Portfolio yield is calculated by dividing the net
investment income per Participation Certificate during a 30-day (or one
B-14
<PAGE>
<PAGE> 43
month) period by the price per Participation Certificate on the last day of
that period. The result of this calculation is then annualized assuming
semi-annual reinvestment of dividend income. For the 30 day period ending
December 31, 1995 the Short-Term Portfolio 30 day yield was 5.90%.
The yields of the Government/REPO Portfolio, the Money Market Portfolio
and the Short-Term Portfolio were positively affected by fee waivers. (See
"Investment Advisors and Service Agent" and "Administrator" under "Management
of the Investment Company".)
Total Return
- ------------
From time to time, the Investment Company may quote the total return
of its Short-Term Portfolio in reports and other communications to PC
holders. For this purpose the total return of the Portfolio is an average
annual compound rate of return over the periods cited that will equate a
hypothetical $1,000 investment made at the beginning of the periods to the
redeemable value at the end of the periods cited. The Short-Term Portfolio
total return fluctuates in response to fluctuations in interest rates and
the expenses of the Portfolio. Consequently, any given total return
quotation should not be considered as representative of the Portfolio's
total return in any specified period in the future. The annualized
Short-Term Portfolio total returns were 6.92% for the one year ended
December 31, 1995, 5.21% for the five years ended December 31, 1995 and
6.28% for the March 11, 1987 (commencement of operations) to December 31,
1995 period.
The total return of the Short-Term Portfolio was positively affected by
fee waivers. (See "Investment Advisors and Service Agent" and
"Administrator" under "Management of the Investment Company".)
ADDITIONAL DESCRIPTION CONCERNING
INVESTMENT COMPANY PARTICIPATION CERTIFICATES
The Investment Company's Amended and Restated Articles of Incorporation
provide that on any manner submitted to a vote of PC holders, all PCs,
irrespective of class, shall be voted in the aggregate and not by class
except that (i) as to the matter with respect to which a separate vote of
any class is required by the 1940 Act or the General Corporation Law of the
State of Maryland, such requirements as to a separate vote by that class
shall apply in lieu of the aggregate voting as described above, and (ii) as
to the matter which does not affect the interest of a particular class,
only PC holders of the affected class shall be entitled to vote thereon.
Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted by the provisions of such 1940 Act or applicable state law, or
otherwise, to the holders of the outstanding voting securities of an
investment company such as the Investment Company shall not be deemed to
have been effectively acted upon unless approved by the holders of a
"majority" of the outstanding PCs (as defined herein under "Miscellaneous")
of each class affected by such matter. Rule 18f-2 further provides that a
class shall be deemed to be affected by a matter unless it is clear that
the interests of each class in the matter are identical or that the matter
B-15
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<PAGE> 44
does not affect any interest of such class. However, Rule 18f-2 exempts
the selection of independent public accountants and the election of
trustees from the separate voting requirements of Rule 18f-2.
The chart below sets forth those PC holders each of which owned of
record or beneficially five percent (5%) or more of the outstanding PCs of
either or both Portfolios in existence as of February 29, 1996.
Percent of PCs Percent of PCs Percent of PCs
Owned of Owned of Owned of
Government/REPO Money Market Short-Term
PC Holder Portfolio Portfolio Portfolio
--------- --------- --------- ---------
Blue Cross and Blue Shield 0.0% 0.5% 5.1%
of Georgia, Inc.
3350 Peachtree Road, N.E.
Atlanta, GA 30326
Blue Cross and Blue Shield 45.1% 7.2% 8.4%
Association
676 N. St. Clair Street
Chicago, IL 60611
Health Care Service Corporation 0.0% 8.0% 18.1%
a Mutual Legal Reserve Company
233 North Michigan Avenue
Chicago, IL 60601
Health Plans Capital 16.2% 1.8% 2.3%
Services Corp.
676 N. St. Clair Street
Chicago, IL 60611
Blue Cross and Blue Shield 0.0% 0.3% 7.7%
of New Hampshire
3000 Goffs Falls Road
Manchester, NH 03111
Blue Cross and Blue Shield 0.0% 1.0% 7.7%
of Western New York
1901 Main Street
Buffalo, NY 14240
Empire Blue Cross and Blue Shield 0.0% 6.8% 0.0%
622 Third Avenue
New York, NY 10017
Blue Cross and Blue Shield 16.1% 3.2% 0.0%
of Central New York
344 South Warren Street
Syracuse, NY 13202
Blue Cross and Blue Shield 0.0% 1.1% 15.9%
of Oklahoma, Inc.
1215 South Boulder Avenue
Tulsa, OK 74119
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<PAGE> 45
Blue Cross and Blue Shield 15.6% 0.8% 0.0%
of Oregon
100 S.W. Market Street
Portland, OR 97201
Capital Blue Cross 0.0% 5.4% 0.8%
2500 Elmerton Avenue
Harrisburg, PA 17110
Independence Blue Cross 0.0% 0.0% 10.7%
1901 Market Street
Philadelphia, PA 19103
Blue Cross of Western 0.0% 16.6% 2.9%
Pennsylvania
120 Fifth Avenue
Pittsburgh, PA 15222
Pierce County Medical 0.0% 0.0% 9.8%
1501 Market Street
Tacoma, WA 98402
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P., independent accountants, with offices at 2400
Eleven Penn Center, Philadelphia, Pennsylvania 19103, serve as independent
accountants of the Investment Company. The financial statements dated
December 31, 1995 which appear in this Statement of Additional Information
and the financial highlights which appear in the Prospectus have been
audited by Coopers & Lybrand L.L.P. whose report thereon dated January 26,
1996, appears elsewhere herein and have been included herein and therein in
reliance upon the report of such firm of independent accountants given upon
their authority as experts in accounting and auditing.
COUNSEL
Seyfarth, Shaw, Fairweather & Geraldson, 55 East Monroe Street,
Chicago, Illinois 60603, will pass upon the legality of the PCs offered
hereby. Burton X. Rosenberg, a Partner at Seyfarth, Shaw, Fairweather &
Geraldson, acts as General Counsel and Secretary to the Investment Company
and CSC and is also a member of the CSC Board of Directors. Ballard, Spahr,
Andrews & Ingersoll act as counsel to PNC Bank, PIMC and PFPC. Levitt,
Greenberg, Kaufman & Goldstein act as counsel to N&B.
MISCELLANEOUS
As used in the Prospectus and in this Statement of Additional
Information, the term "majority," when referring to the approvals to be
obtained from PC holders, means the vote of the holders of more than fifty
percent (50%) of the Investment Company's outstanding PCs of each class
affected by the matter with respect to which the vote is being taken.
The Investment Company has chosen a calendar fiscal year.
Purchase orders for PCs of each of the Portfolios are accepted by the
Investment Company's Transfer Agent which is located in Wilmington,
Delaware.
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<PAGE> 46
APPENDIX
DESCRIPTION OF BOND AND COMMERCIAL PAPER RATINGS
- -------------------------------------------------------------------------------
The Investment Company may invest in securities which at time of purchase
have ratings not lower than the following:
Type of
Security Rating Agency Rating Summary of Rating
- -------- ------------- ------ -----------------
Bond Moody's Investors A-3 Bonds which are rated "A"
Service, Inc. possess many favorable
("Moody's") investment attributes
and are to be considered as
upper medium grade
obligations. Factors
giving security to
principal and interest are
considered adequate but
elements may be present
which suggest a
susceptibility to
impairment sometime in the
future. The modifier "3"
indicates that the
issue ranks in the lower
end of its generic rating
category.
Bond Moody's Aa Bonds which are rated "Aa"
are judged to be of high
quality by all standards.
Together with the "Aaa"
group they comprise what
are generally known as high
grade bonds. They are
rated lower than the best
bonds because margins of
protection may not be as
large as in "Aaa"
securities or fluctuation
of protective elements may
be of greater amplitude or
there may be other elements
present which make the long
term risks appear somewhat
larger then in the "Aaa"
securities.
Bond Standard & Poor's A- Debt rated "A" has a strong
Corporation capacity to pay interest
("S & P") and repay principal
although it is somewhat
more susceptible to the
adverse effects of changes
in circumstances and
economic conditions than
debt in higher rated
categories. The "minus"
shows a relative lower
standing within the major
"A" category.
B-18
<PAGE>
<PAGE> 47
Type of
Security Rating Agency Rating Summary of Rating
- -------- ------------- ------ -----------------
Bond S & P AA Debt rated "AA" has a very
strong capacity to pay
interest and repay
principal and differs from
the higher rated issues
only in small degree.
Commercial Moody's Prime-1 Commercial Paper rated
Paper "Prime-1" has a superior
capacity for repayment of
short-term promissory
obligations evidenced by
leading market positions in
well-established
industries, high rates of
return on funds employed,
conservative capitalization
structure with moderate
reliance on debt and ample
asset protection, broad
margins in earnings
coverage of fixed financial
charges and high internal
cash generation and well
established access to a
range of financial markets
and assured sources of
alternate liquidity.
Commercial S & P A-1 This designation indicates
Paper that the degree of safety
regarding timely payment is
either overwhelming or very
strong.
B-19
<PAGE>
<PAGE> 48
REPORT OF
INDEPENDENT ACCOUNTANTS AND
FINANCIAL STATEMENTS
B-20
<PAGE>
<PAGE> 49
Statement of Net Assets
GOVERNMENT/REPO PORTFOLIO
December 31, 1995
<TABLE>
<CAPTION>
PERCENTAGE
OF PAR
NET ASSETS (000) VALUE
---------- ----- -----
<S> <C> <C>
- -------------------------------------------------------------------------------
GOVERNMENT AGENCY OBLIGATIONS 35.3%
- -------------------------------------------------------------------------------
Federal Home Loan Bank
Discount Note
5.70% (1/02/96) $42,000 $41,993,350
(Cost $41,993,350) ----------
- -------------------------------------------------------------------------------
REPURCHASE AGREEMENTS 65.1%
- -------------------------------------------------------------------------------
Aubrey G. Lanston & Co., Inc.
5.80% (1/02/96)
(Collateralized by $3,445,000 U.S.
Treasury Note, 5.875%; due 8/15/98;
market value $3,572,534) 3,500 3,500,000
Daiwa Securities America, Inc.
5.50% (1/02/96)
(Collateralized by $5,095,000 U.S.
Treasury Note, 4.25%; due 5/15/96;
market value $5,103,661) 5,000 5,000,000
Donaldson, Lufkin & Jenrette Securities Corp.
5.85% (1/02/96)
(Collateralized by $27,452,000 U.S.
Treasury Bill, 5.182%; due 8/22/96;
market value $26,570,790) 26,032 26,032,000
Goldman Sachs & Co., Inc.
5.65% (1/02/96)
(Collateralized by $5,170,000 Federal Home Loan
Bank Discount Note, 5.86%; due 1/22/96;
market value $5,150,147) 5,000 5,000,000
Lehman Government Securities Inc.
5.60% (1/02/96)
(Collateralized by $4,885,000 U.S.
Treasury Note, 6.125%; due 09/30/00;
market value $5,104,972) 5,000 5,000,000
Morgan Stanley & Co.
5.96% (1/02/96)
(Collateralized by $15,668,000 U.S.
Treasury Bond, 11.25%; due 2/15/15;
market value $25,644,448) 25,000 25,000,000
Nikko Securities Co., International
5.875% (1/02/96)
(Collateralized by $2,993,000 U.S.
Treasury Note, 5.75%; due 9/30/97;
market value $3,063,335) 3,000 3,000,000
B-19
</TABLE>
<PAGE>
<PAGE> 50
Statement of Net Assets
GOVERNMENT/REPO PORTFOLIO
<TABLE>
<CAPTION>
PERCENTAGE
OF PAR
NET ASSETS (000) VALUE
---------- ----- -----
<S> <C> <C>
Swiss Bank Corp.
5.75% (1/02/96)
(Collateralized by $3,120,000 U.S.
Treasury Bond, 11.25%; due 2/15/15;
market value $5,119,265) $5,000 $ 5,000,000
----------
TOTAL REPURCHASE AGREEMENTS 77,532,000
(Cost $77,532,000) ----------
TOTAL INVESTMENTS IN SECURITIES...... 100.4% 119,525,350
(Cost $119,525,350*)
LIABILITIES IN EXCESS OF OTHER ASSETS. (0.4%) ( 445,752)
------ -----------
NET ASSETS (Applicable to 119,079,598
PCs outstanding) 100.0% $119,079,598
====== ===========
NET ASSET VALUE, offering and
redemption price per PC
($119,079,598 / 119,079,598 PCs) $1.00
<FN>
* Aggregate cost for Federal tax purposes.
See accompanying notes to financial statements.
B-20
</TABLE>
<PAGE>
<PAGE> 51
Statement of Net Assets
MONEY MARKET PORTFOLIO
December 31, 1995
<TABLE>
<CAPTION>
PERCENTAGE
OF PAR
NET ASSETS (000) VALUE
---------- ----- -----
<S> <C> <C>
- -------------------------------------------------------------------------------
GOVERNMENT AGENCY OBLIGATIONS 4.3%
- -------------------------------------------------------------------------------
Student Loan Marketing Association
Variable Rate Note
5.20% (1/02/96) $25,000 $25,000,000
(Cost $25,000,000) ----------
- ------------------------------------------------------------------------------
BANKERS' ACCEPTANCES 3.1%
- ------------------------------------------------------------------------------
Bank of New York
5.58% (3/08/96) 10,000 9,896,150
Citibank, N.A.
5.70% (3/07/96) 7,600 7,520,580
Republic National Bank, New York
5.53% (3/11/96) 1,000 989,247
----------
TOTAL BANKERS' ACCEPTANCES 18,405,977
(Cost $18,405,977) ----------
- -------------------------------------------------------------------------------
COMMERCIAL PAPER 43.4%
- -------------------------------------------------------------------------------
AGRICULTURAL SERVICES........... 1.7%
Golden Peanut Co.
5.62%-5.66% (2/13/96-3/18/96) 10,150 10,045,086
----------
BANKS............................ 1.7%
National City Corp.
5.67% (2/15/96) 10,000 9,929,125
----------
BOOKS PUBLISHING & PRINTING...... 1.7%
McGraw-Hill, Inc.
5.50% (4/22/96) 10,000 9,828,889
----------
CHEMICALS AND ALLIED PRODUCTS.... 2.3%
Bayer Corp.
5.85% (1/02/96) 13,600 13,597,790
----------
FINANCE LESSORS.................. 2.4%
General Electric Capital Corp.
5.59% (2/28/96) 14,000 13,873,914
----------
INDUSTRIAL INORGANIC CHEMICAL.... 0.3%
Air Products & Chemicals Inc.
5.90% (1/16/96) 2,000 1,995,083
----------
B-21
</TABLE>
<PAGE>
<PAGE> 52
Statement of Net Assets
MONEY MARKET PORTFOLIO
<TABLE>
<CAPTION>
PERCENTAGE
OF PAR
NET ASSETS (000) VALUE
---------- ----- -----
<S> <C> <C>
MISCELLANEOUS BUSINESS CREDIT...... 4.1%
Deere (John) Capital Corp.
5.65% (2/09/96) $15,000 $14,908,188
National Rural Utilities Cooperative
Finance Corp.
5.60% (3/15/96) 9,300 9,192,947
----------
24,101,135
----------
MOTOR VEHICLES..................... 2.7%
Daimler-Benz North America Corp.
5.58% (3/15/96) 15,800 15,618,774
----------
MOTORS & GENERATORS................ 0.8%
Emerson Electric Co
5.85% (1/03/96) 5,000 4,998,375
----------
NATURAL GAS DISTRIBUTION........... 1.5%
Michigan Consolidated Gas Co.
5.66% (2/26/96) 8,600 8,524,282
----------
PERSONAL CREDIT INSTITUTIONS....... 1.7%
Associates Corp. of North America
5.69% (2/28/96) 10,000 9,908,328
----------
PETROLEUM REFINING................. 4.3%
Koch Industries, Inc.
5.95% (1/02/96) 25,000 24,995,868
----------
PHARMACEUTICAL PREPARATIONS........ 2.9%
Sandoz Corp.
5.70% (2/26/96) 15,000 14,867,000
Warner Lambert Co.
5.40% (5/20/96) 2,000 1,958,000
----------
16,825,000
----------
SECURITY BROKERS & DEALERS......... 1.4%
Dun & Bradstreet Corp.
6.10% (1/10/96) 8,000 7,987,800
----------
SERVICES - EQUIPMENT RENTING & LEASING.. 3.9%
International Lease and Finance Corp.
5.36%-5.95% (1/26/96-6/04/96) 23,175 22,795,054
----------
SHORT-TERM BUSINESS CREDIT ......... 6.6%
American Express Credit Corp.
5.55%-5.64% (3/11/96-3/29/96) 25,000 24,698,461
Asset Securitization Cooperative Corp.
5.70% (2/20/96) 2,125 2,108,177
Corporate Asset Funding, Inc.
5.57% (3/12/96) 7,100 7,022,005
Transamerica Finance Corp.
5.55% (2/15/96) 5,000 4,965,313
----------
38,793,956
----------
B-22
</TABLE>
<PAGE>
<PAGE> 53
Statement of Net Assets
MONEY MARKET PORTFOLIO
<TABLE>
<CAPTION>
PERCENTAGE
OF PAR
NET ASSETS (000) VALUE
---------- ----- -----
<S> <C> <C>
TELEPHONE COMMUNICATIONS...... 3.4%
AT & T Corp.
5.44%-5.63% (2/20/96-5/30/96) $20,000 $ 19,695,139
-----------
TOTAL COMMERCIAL PAPER 253,513,598
(Cost $253,513,598) -----------
- -------------------------------------------------------------------------------
FIXED RATE OBLIGATIONS 0.8%
- -------------------------------------------------------------------------------
Merrill Lynch & Co.
6.05% (8/19/96) 5,000 5,000,000
(Cost $5,000,000) -----------
- -------------------------------------------------------------------------------
VARIABLE RATE OBLIGATIONS 23.3%
- -------------------------------------------------------------------------------
BANKS.......................... 7.7%
First Union National Bank
of North Carolina
5.50% (1/02/96) 25,000 25,000,000
Huntington National Bank of Ohio
5.69% (1/02/96) 20,000 19,999,782
-----------
44,999,782
-----------
SECURITY BROKERS & DEALERS...... 15.6%
Bear Stearns & Co. Inc.
5.925% (2/16/96) 31,000 31,000,000
Goldman Sachs Group, L.P.
6.0625% (2/06/96) 25,000 25,000,000
Merrill Lynch & Co. Inc.
5.68%-5.74% (1/02/96) 25,000 24,999,289
Morgan Stanley Group Inc.
6.0296% (1/03/96) 10,000 10,000,000
-----------
90,999,289
-----------
TOTAL VARIABLE RATE OBLIGATIONS 135,999,071
(Cost $135,999,071) -----------
- -------------------------------------------------------------------------------
REPURCHASE AGREEMENTS 25.7%
- -------------------------------------------------------------------------------
Aubrey G. Lanston & Co., Inc.
5.80% (1/02/96)
(Collateralized by $29,530,000 U.S.
Treasury Note, 5.875%; due 08/15/98;
market value $30,623,200) 30,000 30,000,000
Donaldson, Lufkin & Jenrette Securities Corp.
5.85% (1/02/96)
(Collateralized by $32,013,000 U.S.
Treasury Bill, 5.21%; due 11/14/96;
market value $30,620,434) 30,000 30,000,000
B-23
</TABLE>
<PAGE>
<PAGE> 54
Statement of Net Assets
MONEY MARKET PORTFOLIO
<TABLE>
<CAPTION>
PERCENTAGE
OF PAR
NET ASSETS (000) VALUE
---------- ----- -----
<S> <C> <C>
Lehman Government Securities Inc.
5.85% (1/02/96)
(Collateralized by $14,415,000 U.S.
Treasury Note, 6.375%; due 1/15/99
and $11,190,000 U.S. Treasury Bond,
8.750%; due 8/15/20; market value
$30,625,839) $30,000 $ 30,000,000
Morgan Stanley & Co., Inc.
5.96% (1/02/96)
(Collateralized by $30,545,000 U.S.
Treasury Note, 4.00%; due 1/31/96;
market value $31,017,969) 30,400 30,400,000
Nikko Securities Co., International
5.875% (1/02/96)
(Collateralized by $29,930,000 U.S.
Treasury Note, 5.75%; due 09/30/97;
market value $30,621,383) 30,000 30,000,000
-----------
TOTAL REPURCHASE AGREEMENTS 150,400,000
(Cost $150,400,000) -----------
TOTAL INVESTMENTS IN SECURITIES... 100.6% 588,318,646
(Cost $588,318,646*)
LIABILITIES IN EXCESS OF OTHER ASSETS. (0.6%) ( 3,342,550)
------ ------------
NET ASSETS (Applicable to 584,976,096
PCs outstanding) 100.0% $584,976,096
====== ===========
NET ASSET VALUE, offering and
redemption price per PC
($584,976,096 / 584,976,096 PCs) $1.00
=====
<FN>
* Aggregate cost for Federal tax purposes.
See accompanying notes to financial statements.
B-24
</TABLE>
<PAGE>
<PAGE> 55
Statement of Net Assets
SHORT-TERM PORTFOLIO
December 31, 1995
<TABLE>
<CAPTION>
PERCENTAGE
OF PAR
NET ASSETS (000) VALUE
---------- ----- -----
<S> <C> <C>
- -------------------------------------------------------------------------------
U.S. TREASURY OBLIGATIONS 10.8%
- -------------------------------------------------------------------------------
U.S. Treasury Notes
5.50%-7.50% (1/31/97-11/15/98) $6,820 $ 6,925,038
(Cost $6,823,688) ----------
- -------------------------------------------------------------------------------
GOVERNMENT AGENCY OBLIGATIONS 35.5%
- -------------------------------------------------------------------------------
Federal Farm Credit Bank
Discount Note
5.45% (1/16/96) 25 24,943
----------
Federal Home Loan Mortgage Corporation
Note
7.555% (2/10/97) 1,000 1,023,120
Mortgage Pass-Throughs
6.00%-6.50% (10/21/97-12/01/00) 8,617 8,674,018
Collateralized Mortgage Obligations
6.35%-6.50% (1/15/96-2/15/96) 1,496 1,495,878
----------
11,193,016
----------
Federal National Mortgage Association
Note
7.50% (2/12/97) 7,000 7,016,380
Discount Note
5.65% (1/09/96) 75 74,906
----------
7,091,286
----------
Student Loan Marketing Association
Variable Rate Note
6.08% (7/01/96) 4,000 4,014,000
----------
U.S. Department of Veterans Affairs
Vendee Mortgage Trust 1992-2
6.50% (11/27/98) 329 328,055
----------
TOTAL GOVERNMENT AGENCY OBLIGATIONS
Cost $22,540,216) 22,651,300
----------
- -------------------------------------------------------------------------------
ASSET BACKED SECURITIES 5.9%
- -------------------------------------------------------------------------------
Caterpillar Financial Asset Trust 1995-A
6.10% (9/07/96) 1,600 1,606,000
Ford Motor Credit Trust 95-A
5.90% (3/31/97) 832 834,873
General Motors Acceptance Corp.
Grantor Trust Series 1992D
5.55% (2/29/96) 816 816,510
Midlantic Grantor Trust Series 1992-1
4.30% (1/31/96) 531 529,474
----------
TOTAL ASSET BACKED SECURITIES 3,786,857
(Cost $3,772,189) ----------
B-25
</TABLE>
<PAGE>
<PAGE> 56
Statement of Net Assets
SHORT-TERM PORTFOLIO
<TABLE>
<CAPTION>
PERCENTAGE
OF PAR
NET ASSETS (000) VALUE
---------- ----- -----
<S> <C> <C>
- -------------------------------------------------------------------------------
CERTIFICATE OF DEPOSIT 7.9%
- -------------------------------------------------------------------------------
FCC Bank
6.35% (4/24/96) $5,000 $ 5,017,500
(Cost $4,998,393) ----------
- -------------------------------------------------------------------------------
FIXED RATE OBLIGATIONS 22.2%
- -------------------------------------------------------------------------------
Dean Witter, Discover and Companies
6.00% (3/01/98) 2,000 2,017,500
Smith Barney Holdings, Inc.
7.40% (11/17/96) 4,000 4,062,000
Trust Company Bank of Georgia
6.50% (3/21/96) 5,000 5,017,500
Xerox Credit Corp.
6.25% (1/15/96) 3,115 3,115,343
----------
TOTAL FIXED RATE OBLIGATIONS 14,212,343
(Cost $14,155,965) ----------
- -------------------------------------------------------------------------------
VARIABLE RATE OBLIGATIONS 16.5%
- -------------------------------------------------------------------------------
Dean Witter, Discover and Companies
6.0596% (1/16/96) 3,600 3,586,464
Ford Motor Credit Corp.
5.51%-6.1562% (1/02/96-2/05/96) 4,000 3,998,260
Toyota Motor Credit Corp.
5.33% (1/02/96) 3,000 2,983,860
----------
TOTAL VARIABLE RATE OBLIGATIONS 10,568,584
(Cost $10,599,813) ----------
TOTAL INVESTMENTS IN SECURITIES....... 98.8% 63,161,622
(Cost $62,890,264*)
OTHER ASSETS IN EXCESS OF LIABILITIES. 1.2% 760,718
------ ----------
NET ASSETS (Applicable to 6,391,373
PCs outstanding) 100.0% $63,922,340
====== ==========
NET ASSET VALUE, offering and redemption
price per PC ($63,922,340 / 6,391,373 PCs) $10.00
======
<FN>
* Aggregate cost for Federal tax purposes.
The Aggregate gross unrealized appreciation
or depreciation for all securities is as
follows: excess of value over tax cost
$313,832; excess of tax cost over value
$42,474.
See accompanying notes to financial statements.
B-26
</TABLE>
<PAGE>
<PAGE> 57
Statements of Operations
Year Ended December 31, 1995
<TABLE>
<CAPTION>
Government/REPO Money Market Short-Term
Portfolio* Portfolio Portfolio
--------------- ------------ ----------
<C> <C> <C>
INTEREST INCOME $1,738,297 $36,606,286 $6,255,073
--------- ---------- ---------
EXPENSES
Investment advisory fee 59,087 999,983 244,217
Administration fee 14,772 302,146 49,629
Custodian 9,715 70,436 12,412
Transfer Agent 135 36,500 1,500
Insurance 1,509 31,116 5,158
Audit 1,541 30,582 5,029
Legal 374 15,738 2,727
Trustee Expenses 507 10,303 1,704
Professional Services 142 7,886 477
Printing 284 5,780 986
Service Agent 0 0 100,000
Miscellaneous 41 821 135
Fees waived (58,563) (41,901) (126,203)
--------- ---------- ---------
Total expenses 29,544 1,469,390 297,771
--------- ---------- ---------
NET INVESTMENT INCOME 1,708,753 35,136,896 5,957,302
NET REALIZED GAIN ON
SECURITIES SOLD 0 0 35,953
UNREALIZED APPRECIATION
OF SECURITIES 0 0 700,727
--------- ---------- ---------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $1,708,753 $35,136,896 $6,693,982
========= ========== =========
<FN>
*From June 1, 1995 commencement of operations.
See accompanying notes to financial statements.
B-27
</TABLE>
<PAGE>
<PAGE> 58
Statements of Changes in Net Assets
Government/REPO PORTFOLIO
<TABLE>
<CAPTION>
Period Ended
December 31, 1995*
------------------
<S> <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income $ 1,708,753
Net increase in net assets
resulting from operations 1,708,753
-----------
DIVIDENDS TO PARTICIPATION CERTIFICATE HOLDERS:
From net investment income
$.034 per PC (1,708,753)
-----------
CAPITAL TRANSACTIONS:
Proceeds from sale of 314,747,906 PCs 314,747,906
Value of 815,927 PCs
issued in reinvestment of dividends 815,927
Cost of 196,484,235 PCs repurchased (196,484,235)
-----------
Increase in net assets derived
from capital transactions 119,079,598
-----------
Total increase in net assets 119,079,598
NET ASSETS:
Beginning of period 0
-----------
End of period $119,079,598
===========
<FN>
*From June 1, 1995 commencement of operations.
See accompanying notes to financial statements.
B-28
</TABLE>
<PAGE>
<PAGE> 59
Statements of Changes in Net Assets
MONEY MARKET PORTFOLIO
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, 1995 December 31, 1994
----------------- -----------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income $ 35,136,896 $ 21,875,541
Net realized gain (loss)
on securities sold 0 0
Net increase in net assets ----------- -----------
resulting from operations 35,136,896 21,875,541
----------- -----------
DIVIDENDS TO PARTICIPATION
CERTIFICATE HOLDERS:
From net investment income
$.058 and $.041 per PC (35,136,896) (21,875,541)
----------- -----------
CAPITAL TRANSACTIONS:
Proceeds from sale of 6,644,511,740
and 6,086,561,540 PCs 6,644,511,740 6,086,561,540
Value of 17,729,871 and 11,028,155
PCs issued in reinvestment
of dividends 17,729,871 11,028,155
Cost of 6,528,632,149 and
6,121,061,465 PCs repurchased (6,528,632,149) (6,121,061,465)
-------------- --------------
Increase (decrease) in net assets
derived from capital transactions 133,609,462 (23,471,770)
----------- -----------
Total increase (decrease) in
net assets 133,609,462 (23,471,770)
NET ASSETS:
Beginning of period 451,366,634 474,838,404
----------- -----------
End of period $584,976,096 $451,366,634
=========== ===========
<FN>
See accompanying notes to financial statements.
B-29
</TABLE>
<PAGE>
<PAGE> 60
Statements of Changes in Net Assets
SHORT-TERM PORTFOLIO
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, 1995 December 31, 1994
----------------- -----------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income $ 5,957,302 $ 6,618,510
Net realized gain (loss)
on securities sold 35,953 (907,947)
Unrealized appreciation (depreciation)
of securities 700,727 (701,778)
Net increase in net assets ----------- -----------
resulting from operations 6,693,982 5,008,785
----------- -----------
DIVIDENDS TO PARTICIPATION
CERTIFICATE HOLDERS:
From net investment income
$.599 and $.440 per PC (5,957,302) (6,618,510)
----------- ----------
CAPITAL TRANSACTIONS:
Proceeds from sale of 2,359,181
and 9,713,036 PCs 23,445,783 96,971,954
Value of 411,083 and 491,088 PCs
issued in reinvestment of dividends 4,098,549 4,901,395
Cost of 6,773,259 and 18,429,870
PCs repurchased (67,598,372) (183,832,374)
----------- -----------
Increase (decrease) in net assets
derived from capital transactions (40,054,040) (81,959,025)
----------- -----------
Total increase (decrease) in net assets (39,317,360) (83,568,750)
NET ASSETS:
Beginning of period 103,239,700 186,808,450
----------- -----------
End of period $ 63,922,340 $103,239,700
=========== ===========
<FN>
See accompanying notes to financial statements.
B-30
</TABLE>
<PAGE>
<PAGE> 61
FINANCIAL HIGHLIGHTS
GOVERNMENT/REPO PORTFOLIO
For a Participation Certificate (PC) Outstanding Throughout the Period
<TABLE>
<CAPTION>
6/1/95(1)
through
12/31/95
--------
<S> <C>
Net Asset Value, Beginning of Period $1.00
----
Income From Investment Operations:
- ---------------------------------
Net Investment Income .034
Net Realized Gain (Loss) on Investments 0
----
Total From Investment Operations .034
----
Less Distributions:
- ------------------
Dividends to PC holders from
Net Investment Income (.034)
Distributions to PC holders from
Net Capital Gains 0
----
Total Distributions (.034)
----
Net Asset Value, End of Period $1.00
====
Total Return(1) (3) 5.99%
Ratios/Supplemental Data:
- ------------------------
Net Assets, End of Period (000) $119,080
Ratio of Expenses to Average
Net Assets(2) (3) .10%
Ratio of Net Investment Income
to Average Net Assets(3) 5.78%
- --------------------------
<FN>
(1) From June 1, 1995 commencement of operations
(2) Without the waiver of advisory and administration fees (see Note C),
the ratio of expenses to average daily net assets would have been .30%.
(3) Annualized
B-31
</TABLE>
<PAGE>
<PAGE> 62
FINANCIAL HIGHLIGHTS
MONEY MARKET PORTFOLIO
For a Participation Certificate (PC) Outstanding Throughout the Period
<TABLE>
<CAPTION>
Year Year Year Year Year
Ended Ended Ended Ended Ended
12/31/95 12/31/94 12/31/93 12/31/92 12/31/91
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period $1.00 $1.00 $1.00 $1.00 $1.00
---- ---- ---- ---- ----
Income From Investment Operations:
- ---------------------------------
Net Investment Income .058 .041 .030 .037 .060
Net Realized Gain (Loss)
on Investments 0 0 0 0 0
---- ---- ---- ---- ----
Total From Investment Operations .058 .041 .030 .037 .060
---- ---- ---- ---- ----
Less Distributions:
- ------------------
Dividends to PC holders from
Net Investment Income (.058) (.041) (.030) (.037) (.060)
Distributions to PC holders
from Net Capital Gains 0 0 0 0 0
---- ---- ---- ---- ----
Total Distributions (.058) (.041) (.030) (.037) (.060)
---- ---- ---- ---- ----
Net Asset Value, End of Period $1.00 $1.00 $1.00 $1.00 $1.00
==== ==== ==== ==== ====
Total Return 5.97% 4.21% 3.07% 3.73% 6.16%
Ratios/Supplemental Data:
- ------------------------
Net Assets, End
of Period (000) $584,976 $451,367 $474,838 $390,581 $642,583
Ratio of Expenses to
Average Net Assets(1) .24% .26% .24% .23% .25%
Ratio of Net Investment
Income to Average Net Assets 5.82% 4.15% 3.02% 3.68% 5.97%
- -------------------------------
<FN>
(1) Without the waiver of advisory and administration fees (see note C), the
ratios of expenses to average daily net assets would have been .25% and
.24% for the fiscal periods ended December 31, 1995 and December 31, 1992,
respectively.
B-32
</TABLE>
<PAGE>
<PAGE> 63
FINANCIAL HIGHLIGHTS
SHORT-TERM PORTFOLIO
For a Participation Certificate (PC) Outstanding Throughout the Period
<TABLE>
<CAPTION>
Year Year Year Year Year
Ended Ended Ended Ended Ended
12/31/95 12/31/94 12/31/93 12/31/92 12/31/91
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period $ 9.93 $10.03 $10.05 $10.09 $9.96
----- ----- ----- ----- ----
Income From Investment Operations:
- ---------------------------------
Net Investment Income .599 .440 .377 .443 .637
Net Realized and Unrealized
Gain (Loss) on Investments .070 (.100) (.009) (.034) .130
----- ----- ----- ----- -----
Total From Investment Operations .669 .340 .368 .409 .767
----- ----- ----- ----- -----
Less Distributions:
- ------------------
Dividends to PC holders from
Net Investment Income (.599) (.440) (.377) (.443) (.637)
Distributions to PC holders
from Net Capital Gains 0 0 (.011) (.006) 0
----- ----- ----- ----- -----
Total Distributions (.599) (.440) (.388) (.449) (.637)
----- ----- ----- ----- -----
Net Asset Value, End of Period $10.00 $ 9.93 $10.03 $10.05 $10.09
===== ===== ===== ===== =====
Total Return 6.92% 3.46% 3.72% 4.13% 7.95%
Ratios/Supplemental Data:
- ------------------------
Net Assets, End
of Period (000) $63,922 $103,240 $186,808 $195,579 $94,050
Ratio of Expenses to
Average Net Assets(1) .30% .30% .30% .30% .30%
Ratio of Net Investment
Income to Average Net Assets 6.00% 4.29% 3.74% 4.29% 6.22%
Portfolio Turnover Rate(2) 64.8% 47.6% 34.1% 37.6% 63.8%
- ------------------------------
<FN>
(1) Without the waiver of advisory, service agent and administration fees (see
note C), the ratios of expenses to average daily net assets would have been
.43%, .37%, .32%, .37% and .56% respectively, for the fiscal periods ended
December 31, 1995, 1994, 1993, 1992 and 1991.
(2) Excludes security purchases with a maturity of less than one year.
B-33
</TABLE>
<PAGE>
<PAGE> 64
Notes to Financial Statements
A. Plan Investment Fund, Inc. (the "Fund") is registered under the Investment
Company Act of 1940, as amended, as a diversified open-end regulated investment
company. The Fund consists of three separate portfolios, the Government/REPO
Portfolio, the Money Market Portfolio and the Short-Term Portfolio (the
"Portfolio(s)"). The Fund is authorized to issue five billion Participation
certificates ("PCs"), par value $.001 per PC. The Fund presently offers three
classes of PCs as follows: the Government/REPO Portfolio - one billion PCs
authorized, the Money Market Portfolio - two billion PCs authorized and the
Short-Term Portfolio - one billion PCs authorized.
B. Significant accounting policies relating to the Fund are as follows:
Security Valuation - Government/REPO Portfolio and Money Market Portfolio:
Securities are valued under the amortized cost method, which approximates
current market value. Under this method, securities are valued at cost when
purchased and thereafter a constant proportionate amortization of any discount
or premium is recorded until maturity or sale of the security.
Security Valuation - Short-Term Portfolio: Securities for which market
quotations are readily available (other than debt securities with remaining
maturities of 60 days or less) are valued at the most recent quoted bid price
provided by investment dealers. Debt securities with remaining maturities of
60 days or less are valued on an amortized cost basis (unless the Board
determines that such basis does not represent fair value at that time).
Securities Transactions and Investment Income - Securities transactions are
recorded on the trade date. Realized gains and losses on investments sold are
recorded on the identified cost basis. Interest income is recorded on the
accrual basis.
Dividends to Participation Certificate Holders - Dividends of net investment
income of the Portfolios are declared daily and paid monthly. Dividends
payable are recorded on the dividend record date. The Short-Term Portfolio
will, subject to the use of offsetting capital loss carry-forwards, distribute
net realized short- and long-term capital gains, if any, once each year.
Federal Income Taxes - No provision is made for federal taxes as it is each
Portfolio's intention to continue to qualify as a regulated investment company
and to make the requisite distributions to Participation Certificate Holders
which will be sufficient to relieve each Portfolio from all, or substantially
all, federal income and excise taxes. At December 31, 1995, the Short-Term
Portfolio had capital loss carry-forwards amounting to $871,994 that expire
in 2002. These loss carry-forwards are available to offset possible future
capital gains of the Short-Term Portfolio.
Repurchase Agreements - Each Portfolio may agree to purchase money market
instruments from financial institutions such as banks and broker-dealers
subject to the seller's agreement to repurchase them at an agreed upon date
and price ("repurchase agreements"). Collateral for repurchase agreements may
have longer maturities than the maximum permissible remaining maturity of
portfolio investments. The seller under a repurchase agreement is required on
a daily basis to maintain the value of the securities subject to the agreement
at not less than the repurchase price. The agreement is conditioned upon the
collateral being deposited under the Federal Reserve book entry system or held
in a separate account by the Fund's custodian or an authorized securities
depository.
Estimated Maturities - The maturity of collateralized mortgage obligations and
other asset backed securities may vary due to prepayments of principal. The
maturity dates for these securities are estimates based on historic prepayment
factors.
Variable Rate Obligations - For variable rate obligations, the interest rate
presented is as of December 31, 1995 and the maturity shown is the date of the
next interest readjustment.
Management Estimates - The preparation of financial statements requires the use
of management estimates.
B-34
<PAGE>
<PAGE> 65
C. The Fund has entered into agreements for advisory, administrative, service
agent, custodian and transfer agent services as follows:
Government/REPO Portfolio and Money Market Portfolio - PNC Institutional
Management Corporation ("PIMC"), an indirectly wholly owned subsidiary of PNC
Bank, National Association ("PNC Bank"), serves as the Portfolios' investment
advisor and service agent. As compensation for its services the Portfolios pay
PIMC a fee, computed daily and paid monthly, at the following rate: .20% of
the first $250 million, .15% of the next $250 million, .12% of the next $250
million, .10% of the next $250 million, and .08% of amounts in excess of $1
billion.
Short-Term Portfolio - Neuberger & Berman ("N&B"), a New York limited
partnership, serves as the Portfolio's investment advisor. As compensation for
its services, the Portfolio pays N&B a fee, computed daily and paid monthly, at
the following rate: .30% of the first $50 million, .20% of the next $50
million, .15% of the next $150 million, and .10% of amounts in excess of $250
million.
Health Plans Capital Services Corp. ("CSC") serves as the Fund's administrator
and acts generally in a supervisory capacity with respect to the Fund's
overall operations and relations with holders of PCs. As compensation for its
services each Portfolio pays CSC a fee, computed daily and payable monthly at
an annual rate not to exceed .05% of the average daily net assets of each of
the Fund's Portfolios.
PNC Bank acts as custodian of the Fund's assets and PFPC Inc. ("PFPC"), an
affiliate of PNC Bank, acts as the Fund's transfer agent and dividend
disbursing agent. In addition, PIMC serves as the Short-Term Portfolio service
agent. PNC Bank, PIMC and PFPC receive fees from the Fund for serving in these
capacities.
PIMC and N&B have agreed contractually to reduce their advisory fees otherwise
payable to them in 1995 by the Money Market Portfolio and the Short-Term
Portfolio, respectively, to the extent necessary to reduce the ordinary
operating expenses of both Portfolios individually so that they do not exceed
0.30 of one percent (0.30%) of each Portfolio's average net assets for the
year. Under these contractual agreements, N&B waived $107,922 of such fees for
the period ended December 31, 1995. PIMC voluntarily waived $11,270 of service
agent fees and CSC voluntarily waived $7,011 of administrator fees payable by
the Short-Term Portfolio during this period. In addition, PIMC voluntarily
waived $31,425 and $54,651 of advisory fees and CSC voluntarily waived $10,476
and $3,912 of administrator fees payable by the Money Market Portfolio and
Government/REPO Portfolio, respectively, during this period.
D. At December 31, 1995, net assets consisted of:
<TABLE>
<CAPTION>
Government/REPO Money Market Short-Term
Portfolio Portfolio Portfolio
------------ ----------- ----------
<C> <C> <C>
Capital paid in................. $119,079,598 $584,976,096 $64,522,976
Accumulated realized gain (loss)
on security transactions...... - - (871,994)
Net unrealized appreciation of
investments................... - - 271,358
----------- ----------- ----------
$119,079,598 $584,976,096 $63,922,340
=========== =========== ==========
</TABLE>
E. Short-Term Portfolio purchases and sales of investment securities, other
than short-term investments, were $70,674,862 and $38,057,773 respectively, and
purchases and sales of U.S. Government securities were $42,352,577 and
$22,829,444 respectively, for the period ended December 31, 1995.
B-35
<PAGE>
<PAGE> 66
Report of Independent Accountants
To the Participation Certificate Holders and
Trustees of Plan Investment Fund, Inc.
We have audited the accompanying statements of net assets of the Money Market
Portfolio, Short-Term Portfolio and Government/REPO Portfolio of Plan
Investment Fund, Inc. (the "Fund") as of December 31, 1995, and the related
statements of operations for the year or period then ended, the statements of
changes in net assets for each of the two years or period then ended, and the
financial highlights for each of the five years or period then ended. These
financial statements and financial highlights are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included physical inspection and
confirmation of investments held by the custodian and others as of December 31,
1995. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of Plan
Investment Fund, Inc. as of December 31, 1995, the results of their operations
for the year or period then ended, the changes in their net assets for each of
the two years or period then ended, and the financial highlights for each of
the five years or period then ended, in conformity with generally accepted
accounting principles.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, PA
January 26, 1996
B-36
<PAGE>
<PAGE> 89
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements
(1)Included in Part A:
Financial Highlights
(2)Included in Part B:
Report of Independent Accountants; Statements of Net
Assets of the Government/REPO Portfolio, Money Market
Portfolio and the Short-Term Portfolio as of December 31,
1994; Statements of Operations for the Government/REPO
Portfolio, Money Market Portfolio and Short-Term Portfolio
for the period ended December 31, 1995; Statements of Changes
in Net Assets for the Government/REPO Portfolio for the
period ended December 31, 1995 and for the Money Market
Portfolio and the Short-Term Portfolio for the years ended
December 31, 1995 and December 31, 1994; Financial Highlights
for the Government/REPO Portfolio (for a Participation
Certificate outstanding throughout the period) for the period
ended December 31, 1995 and for the Money Market Portfolio
and the Short-Term Portfolio (for a Participation Certificate
outstanding throughout the period) for the years ended
December 31, 1995, December 31, 1994, December 31, 1993,
December 31, 1992 and December 31, 1991; Notes to Financial
Statements
(b) Exhibits
Exhibit No. Description of Exhibit
- ----------- ----------------------
1 Form of Amended and Restated Articles of Incorporation of
Registrant
1 (a) Articles of Amendment to Amended and Restated Articles of
Incorporation of Registrant
1 (b) Articles of Amendment to Amended and Restated Articles of
Incorporation of Registrant
2 Bylaws of Registrant as Amended
3 Not applicable
4 Specimen copy of Participation Certificate issued by
Registrant
5 Form of Investment Advisory and Service Agreement for the
Money Market Portfolio
5 (a) Form of Investment Advisory Agreement for the Short-Term
Portfolio
C-1
<PAGE>
<PAGE> 90
5 (b) Form of Investment Advisory Agreement for the
Government/REPO Portfolio *
6 Not applicable
7 Not applicable
8 Form of Custodian Agreement
8 (a) Form of Transfer Agency Agreement
9 Form of Administration Agreement
9 (a) Form of Service Agreement for the Short-Term Portfolio
10 Opinion of Counsel
11 Consent of Coopers & Lybrand L.L.P.
12 Not applicable
13 Subscription Agreement
14 Not applicable
15 Not applicable
16 Computation of performance quotation
27.1 Financial Data Schedule for the Money Market Portfolio
27.2 Financial Data Schedule for the Short-Term Portfolio
27.3 Financial data schedule for the Government/REPO Portfolio
- ------------------------
* Incorporated by reference from Post-Effective Amendment No. 11 to
Registration Statement on Form N-1A No. 2-99584 as filed with the SEC
by the Registrant on March 30, 1995
C-2
<PAGE>
<PAGE> 91
Item 25. Persons Controlled by or Under Common
Control with Registrant
-------------------------------------
None
Item 26. Number of Holders of Securities
-------------------------------
As of February 29, 1996, the number of record holders of Investment
Company PCs were as follows:
Number of
Portfolio Record Holders
--------- --------------
Government/REPO 8
Money Market 124
Short-Term 28
Item 27. Indemnification
---------------
Under Article IX of the Registrant's Articles of Incorporation,
any Trustee, Officer, employee or agent of the Registrant is indemnified to
the fullest extent permitted by the General Corporation Law of the State of
Maryland from and against any and all of the expenses and liabilities
reasonably incurred by him in connection with any action, suit or proceeding
to which he may be a party or otherwise involved by reason of his being or
having been a Trustee, Officer, employee or agent of the Registrant. This
provision does not authorize indemnification when it is determined that such
Trustee, Officer, employee or agent would otherwise be liable to Registrant or
its PC holders by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of his duties (collectively, "Disabling Conduct").
The Registrant shall use reasonable and fair means to determine whether
such indemnification shall be made. The determination that a person to be
indemnified is not liable to the Registrant or its PC holders by reason of
Disabling Conduct, and therefore eligible for indemnification, shall be
determined by (i) a final decision on the merits by a court or other body
before whom such proceeding is brought or (ii) after their review of the
facts, by vote of a majority of a quorum of Trustees who are neither
"interested persons" (as defined in the 1940 Act) nor parties to the
proceeding (a "Disinterested Majority") or by independent counsel in a written
opinion to the Registrant. The Registrant's indemnification policy permits
the Registrant to advance attorneys' fees or other expenses incurred by its
Trustees, Officers, employees or agents in defending such a proceeding, upon
the undertaking by or on behalf of the indemnitee to repay the advance unless
it is determined ultimately that he is entitled to indemnification. As a
condition to such advance (i) the indemnitee shall provide a security for his
undertaking, (ii) the Registrant shall be insured against losses arising by
reason of any lawful advances, or (iii) a Disinterested Majority, or an
C-3
<PAGE>
<PAGE> 92
independent legal counsel in a written opinion to the Investment Company,
shall determine, based on a review of readily available facts to the
Investment Company, that there is reason to believe that the indemnitee
ultimately will be found entitled to indemnification.
Insofar as indemnification for liability arising under the Securities
Act of 1933 (the "1933 Act") may be permitted to Trustees, Officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a Trustee, Officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such Trustee, Officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
Item 28. Business and Other Connections of
Investment Adviser
---------------------------------
There is set forth below information as to any other business,
profession, vocation or employment of a substantial nature in which each
director or officer of the Registrant's Investment Advisers is, or at any time
during the past two (2) years have been, engaged for his own account or in the
capacity of director, officer, employee, partner or trustee.
PNC BANK, NATIONAL ASSOCIATION ("PNC Bank")
Position Other Business Type of
with Bank Name Connections Business
- --------- ---------- -------------- --------
Director B.R. Brown President and Chief Coal
Executive Officer
Consol, Inc.
Pittsburgh, PA
Director Constance E. Chief, Division of Medical
Clayton Community Health Care
Medical College of
Pennsylvania
Philadelphia, PA
Director Eberhard Chairman and Chief Manufacturing
Faber, IV Executive Officer
E.F.L. Inc.
Bearcreek, PA
Director Dr. Stuart Heydt President and Chief Medical
Executive Officer
Geisinger Foundation
Danville, PA
C-4
<PAGE>
<PAGE> 93
PNC BANK, NATIONAL ASSOCIATION ("PNC Bank")
Position Other Business Type of
with Bank Name Connections Business
- --------- ---------- -------------- --------
Director Edward P. Vice Chairman Banking
Junker, III PNC Bank, NA
Erie, PA
Director Thomas A. McConomy Chairman, President & Manufacturing
Chief Executive Officer
Calgon Carbon Corp.
Pittsburgh, PA
Director Thomas H. O'Brien Chairman Banking
PNC Bank, NA
Pittsburgh, PA
Director Dr. J. Dennis Chancellor Education
O'Connor University of Pittsburgh
Pittsburgh, PA
Director Rocco A. Ortenzio Chairman and Chief Medical
Executive Officer
Continental Medical
Systems, Inc.
Mechanicsburg, PA
Director Jane G. Pepper President Horticulture
Pennsylvania
Horticultural Society
Philadelphia, PA
Director Robert C. Robb, Jr. President Financial
Lewis, Eckert, Robb & and
Company Management
Plymouth Meeting, PA Consultants
Director James E. Rohr President and Chief Banking
Executive Officer
PNC Bank, NA
Pittsburgh, PA
Director Daniel M. Rooney President Football
Pittsburgh Steelers
Football Club of the
National Football League
Pittsburgh, PA
Director Seth E. Schofield Chairman, President and Airline
Chief Executive Officer
USAir Group and USAir, Inc.
Arlington, VA
C-5
<PAGE>
<PAGE> 94
PNC INSTITUTIONAL MANAGEMENT CORPORATION ("PIMC")
Position Other Business Type of
with PIMC Name Connections Business
- --------- ---------- -------------- --------
Vice John R. Antczak None
President
Director Richard C. Caldwell Chairman and Director Investment
PNC Asset Management Advisory
Executive Vice Bank
President Holding
PNC Bank Corp.
Executive Vice Banking
President
PNC Bank, NA
Director Banking
PNC National Bank
Director Banking
PNC Trust Company
of New York
Director Investment
Provident Capital Advisory
Management
Director Financial
PFPC Inc. Processing
Chairman J. Richard Carnall Executive Vice Banking
and President
Director PNC Bank, NA
Chairman and Director Financial
PFPC Inc. Processing
Director Banking
PNC National Bank
Director Investment
PNC Asset Management Advisory
Director Banking
PNC Trust Company
of New York
C-6
<PAGE>
<PAGE> 95
PNC INSTITUTIONAL MANAGEMENT CORPORATION ("PIMC")
Position Other Business Type of
with PIMC Name Connections Business
- --------- ---------- -------------- --------
Director Investment
Provident Capital Advisory
Management
Director Equipment
Hayden Bolts, Inc.
Director Real Estate
Parkway Real Estate Co.
Vice Jeffrey W. Carson None
President
Vice Katherine A. Chuppe None
President
Senior Vincent Ciavardini President and Chief Financial
Vice Financial Officer Processing
President PFPC Inc.
Vice Mary J. Coldren None
President
Vice Michele C. Dillon None
President
Director Laurence D. Fink Chairman and Chief Investment
Executive Officer Advisory
Black Rock Financial
Management, Inc.
Vice President and Investment
Director Advisory
PNC Asset Management
Vice Patrick J. Ford None
President
Controller Pauline M. Vice President Financial
Heintz Processing
Vice Richard Hoerner None
President
Vice Michael S. None
President Hutchinson
Executive Charles B. Landreth Vice President Banking
Vice PNC Bank, NA
President
Chief Nicholas M. Senior Vice President Banking
Financial Marsini, Jr. PNC Bank, NA
Officer
Director Financial
PFPC Inc. Processing
Director Banking
PNC Trust Company
of New York
C-7
<PAGE>
<PAGE> 96
PNC INSTITUTIONAL MANAGEMENT CORPORATION ("PIMC")
Position Other Business Type of
with PIMC Name Connections Business
- --------- ---------- -------------- --------
Vice Michael J. Milligan None
President
Senior Scott Moss None
Vice
President
President Thomas H. Nevin None
and Chief
Investment
Officer
Senior Dushyant Pandit None
Vice
President
Senior John N. Parthemore None
Vice
President
Secretary Michelle L. Petrilli Chief Counsel Banking
PNC Bank, DE
Secretary
PFPC Inc.
Vice Allyn Plambeck None
President
Vice W. Donald Simmons None
President
Senior James R. Smith None
Vice
President
Director Richard L. Smoot President and Chief Banking
Executive Officer
PNC Bank, NA
Director Financial
PFPC Inc. Processing
Director Banking
PNC Trust Company
of New York
Vice Charles A. None
President Stiteler
C-8
<PAGE>
<PAGE> 97
PNC INSTITUTIONAL MANAGEMENT CORPORATION ("PIMC")
Position Other Business Type of
with PIMC Name Connections Business
- --------- ---------- -------------- --------
Group Vice William F. Walsh None
President
Vice Stephen M. Wynne Executive Vice Financial
President President and Chief Processing
Chief Accounting Officer
Accounting PFPC Inc.
Officer and
Assistant
Secretary
The principal address of PNC Bank Corp. is 5th Avenue and Wood Street,
Pittsburgh, PA.
The principal address of PNC Bank, National Association is 17th and
Chestnut Streets, Philadelphia, PA.
The principal address of PFPC Inc. is 103 Bellevue Parkway, Wilmington,
DE.
NEUBERGER & BERMAN
Name Business and Other Connections
- ---- ------------------------------
Herbert W. Ackerman Managing Director,
Partner, Adviser Neuberger & Berman Management, Inc.
Robert J. Appel None
Partner, Adviser
Howard Richard Berlin Managing Director,
Partner, Adviser Neuberger & Berman Management, Inc.
Vice President and Director,
Neuberger & Berman Partners Fund, Inc.
Jeffrey Bolton None
Partner, Adviser
Richard A. Cantor Chairman and Director,
Partner, Adviser Neuberger & Berman Management, Inc.
President
Neuberger & Berman Global Asset Management, Inc.
Vincent T. Cavallo Managing Director
Partner, Adviser and Neuberger & Berman Management, Inc.
Chief Financial Officer
Stanley Egener President and Director
Partner, Advisor Neuberger & Berman Management, Inc.
C-9
<PAGE>
<PAGE> 98
NEUBERGER & BERMAN
Name Business and Other Connections
- ---- ------------------------------
Chairman of the Board,
Neuberger & Berman Equity Trust
Chairman of the Board,
Neuberger & Berman Equity Assets
Chairman of the Board,
Neuberger & Berman Equity Funds
Chairman of the Board,
Neuberger & Berman Income Funds
Michael N. Emmerman Managing Director
Partner, Adviser Neuberger & Berman Management, Inc.
Robert D. English None
Partner, Adviser
Jack M. Ferraro None
Partner, Adviser
Howard L. Ganek None
Partner, Adviser
Theodore P. Giuliano Executive Vice President
Partner, Adviser Neuberger & Berman Income Managers Trust
Executive Vice President
Neuberger & Berman Income Funds
Executive Vice President
Neuberger & Berman Income Trust
Managing Director
Neuberger & Berman Management, Inc.
Arthur A. Goldberg None
Partner, Adviser
C-10
<PAGE>
<PAGE> 99
NEUBERGER & BERMAN
Name Business and Other Connections
- ---- ------------------------------
Mark R. Goldstein Managing Director
Partner, Adviser Neuberger & Berman Management, Inc.
Theresa A. Havell President and Trustee
Partner, Adviser Neuberger & Berman Income Managers Trust
President and Trustee
Neuberger & Berman Income Trust
President and Trustee
Neuberger & Berman Income Funds
Vice President and Managing Director
Neuberger & Berman Management, Inc.
Lee H. Idleman Managing Director
Partner, Adviser Neuberger & Berman Management, Inc.
Alan L. Jacobs None
Partner, Advisor
Michael M. Kassen Managing Director
Partner, Advisor Neuberger & Berman Management, Inc.
President and Director
Neuberger & Berman Partners Fund
Lee P. Klingenstein None
Partner, Adviser
Irwin Lainoff Vice President and Director
Partner, Adviser Neuberger & Berman Management, Inc.
Joseph R. Lasser None
Partner, Adviser
Christopher J. Managing Director
Lockwood Neuberger & Berman Management, Inc.
Partner, Adviser
C-11
<PAGE>
<PAGE> 100
NEUBERGER & BERMAN
Name Business and Other Connections
- ---- ------------------------------
Lawrence Marx, III Senior Vice President and Director
Partner, Adviser Neuberger & Berman Guardian Fund, Inc.
Vice President and Director
Neuberger & Berman Focus Fund, Inc.
Vice President and Managing Director
Neuberger & Berman Management, Inc.
Robert R.McComsey Executive Vice President
Partner, Adviser NBA Partners, L.P.
Executive Vice President
NBA G.P. Corp.
Martin McKerrow General Manager and Director
Partner, Adviser BNP-N&B Global Asset Management, L.P.
Martin Messinger Managing Director
Partner, Adviser Neuberger & Berman Asset Management, Inc.
Stephen E. Milman President and Director
Partner, Adviser Neuberger & Berman Genesis Fund, Inc.
Managing Director
Neuberger & Berman Management, Inc.
Keith M. Moore Managing Director
Partner, Adviser Neuberger & Berman Management, Inc.
Beth W. Nelson None
Partner, Advisor
Roy R. Neuberger None
Partner, Adviser
Harold J. Newman None
Partner, Adviser
William P. Overman None
Partner, Adviser
Daniel P. Paduano Vice President
Partner, Adviser Neuberger & Berman Partners Fund, Inc.
Chairman and Director
Neuberger & Berman Trust Company
Norman H. Pessin None
Partner, Adviser
Leslie M. Pollack None
Partner, Adviser
C-12
<PAGE>
<PAGE> 101
NEUBERGER & BERMAN
Name Business and Other Connections
- ---- ------------------------------
William A. Potter None
Partner, Adviser
Janet W. Prindle Director
Partner, Adviser Neuberger & Berman Trust Company
C. Carl Randolph Managing Director
Partner, General Counsel Neuberger & Berman Management, Inc.
Jack C. Schnackenberg, Jr. Managing Director
Partner, Adviser Neuberger & Berman Management, Inc.
Marvin C. Schwartz Director
Partner, Adviser Neuberger & Berman Management, Inc.
Kent C. Simons President and Director
Partner, Adviser Neuberger & Berman Guardian Fund, Inc.
President
Neuberger & Berman Focus Fund, Inc.
Vice President and Managing Director
Neuberger & Berman Management, Inc.
Robert E. Spilka Managing Director
Partner, Adviser Neuberger & Berman Management, Inc.
Gloria H. Spivak None
Partner, Adviser
Heidi S. Steiger Managing Director
Partner, Adviser Neuberger & Berman Management, Inc.
Director
Neuberger & Berman Trust Company
Bernard Z. Stein None
Partner, Adviser
Fred Stein None
Partner, Adviser
Eleanor M. Sterne None
Partner, Adviser
Philip A. Straus None
Partner, Adviser
Peter Strauss None
Partner, Adviser
Allan D. Sutton None
Partner, Adviser
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NEUBERGER & BERMAN
Name Business and Other Connections
- ---- ------------------------------
Dietrich Weismann None
Partner, Adviser
Lawrence Zicklin Director
Partner, Adviser Neuberger & Berman Management, Inc.
President and Trustee
Neuberger & Berman Equity Assets
President and Trustee
Neuberger & Berman Managers Trust
President and Trustee
Neuberger & Berman Equity Funds
President and Trustee
Neuberger & Berman Equity Trust
The principal address of Neuberger & Berman and of Neuberger & Berman
Management Incorporated is 605 Third Avenue, New York, New York.
Item 29. Principal Underwriter
---------------------
Not applicable
Item 30. Location of Account and Records
-------------------------------
Location
--------
(To the extent known) Types of Records
----------------------- ----------------
1. Health Plans Capital Copies of the Minute Book, Bylaws,
Services Corp. Amended and Restated Articles of
676 St. Clair Street Incorporation, annual audited financial
Chicago, IL 60611 statements, and those records maintained
by the Investment Company's Custodian and
Transfer Agent.
2. Neuberger & Berman Records of the Short-Term Portfolio's
605 Third Avenue investment activities and all periodic
New York, NY 10158 financial and statistical reports and
returns required to be filed with the SEC
and other regulatory agency, including
statements, confirmations, monthly
purchase and sale ledgers, statements of
investment income, calculations of the
weighted average maturity and the yield
of the Short-Term Portfolio.
3. PFPC Inc. Returns and reports relating to the
P.O. Box 8950 Investment Company's dividends and
Wilmington, DE 19899 distributions; proxy cards for meetings
of the Investment Company's PC holders;
correspondence from PC holders,
securities brokers and others; state by
state registration reports; periodic and
special reports required or requested by
state insurance commissions and the
Investment Company; various types of
statistical information relating to the
PC holder accounts; and for each PC
holder (i) his name, address, and United
States Tax Identification or Social
Security number,
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<PAGE> 103
Location (To the extent known) Types of Records
- ------------------------------ ----------------
(ii) number of PCs held and number of PCs
for which certificates, if any, have been
issued, including certificate numbers and
denominations, (iii) historical
information regarding the account of each
PC holder, including dividends and
distributions paid and the date and price
paid for all transactions in a PC
holder's account, (iv) any stop or
restraining order placed against a PC
holder's account, (v) any correspondence
relating to the current maintenance of a
PC holder's account, information with
respect to withholdings and (vi) any
information required by PFPC to perform
any calculations contemplated or required
by the 1940 Act.
4. PNC Institutional Daily journals of the Government/REPO,
Management Corp. Money Market and Short-Term Portfolio's
400 Bellevue Parkway investments, PCs, income and expenses;
Wilmington, DE 19809 books and records relating to their
securities transactions; and books of
account; the Investment Company's semi-
annual reports to the SEC on Form N-SAR,
federal, state and other tax records,
reports to PC holders and notices to the
SEC required pursuant to Rule 24f-2 under
the 1940 Act; and for each Portfolio (i)
unaudited financial statements, including
Schedules of Investments, Statements of
Assets and Liabilities, Statements of
Operations, Statements of Changes in Net
Assets, Cash Statements and Schedules of
Capital Gains and Losses, (ii) fiscal
year summaries and (iii) quarterly broker
security transaction summaries and
monthly security transaction listings.
5. PNC Bank, National Separate custodian accounts for each
Association Portfolio; records of securities and non-
17th and Chestnut Sts. cash property of each Portfolio; daily
Philadelphia, PA 19103 confirmations and summaries of transfers
to or from the account of each Portfolio;
monthly statements of each Portfolio's
property held by PNC Bank; books and
records relating to the Investment
Company's participation in the Book-Entry
System or use of the Depository; reports
on PNC Bank's own system of internal
control; periodic and special reports as
the Investment Company requests; monthly
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<PAGE> 104
Location (To the extent known) Types of Records
- ------------------------------ ----------------
statements summarizing all transactions
and entries for the account of each
Portfolio; monthly reports of portfolio
securities belonging to each Portfolio;
monthly reports of the cash account of
each Portfolio showing disbursements;
reports required pursuant to Rule 17f-4
under the 1940 Act; and reports and data
requested or required by state insurance
commissioners.
6. Burton X. Rosenberg Minute Book, Bylaws and Amended and
Seyfarth, Shaw, Restated Articles of Incorporation.
Fairweather & Geraldson
55 East Monroe Street
Suite 4200
Chicago, Illinois 60603
Item 31. Management Services
-------------------
Not applicable
Item 32. Undertakings
------------
The Investment Company undertakes to furnish each person to whom
a prospectus has been delivered with a copy of its latest annual
report to Participation Certificate holders, upon request and
without charge.
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<PAGE> 105
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, Plan Investment Fund, Inc.,
certifies that it meets all of the requirements for effectiveness of this
Post-Effective Amendment No. 13 to the Registration Statement pursuant to
Rule 485 (b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment No. 13 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Chicago, State of Illinois, on the 18th day of April, 1996.
PLAN INVESTMENT FUND, INC.
By: BURTON X. ROSENBERG
-------------------------------
Burton X. Rosenberg
Secretary
ATTEST:
PETER NORTON
- --------------------------------
Peter Norton
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 13 to the Registration Statement has been
signed below by the following persons in the capacities and on the date
indicated.
Signature Title Date
--------- ----- ----
*ALBERT F. ANTONINI Executive Trustee April 18, 1996
- -----------------------------
Albert F. Antonini
Trustee,
*PHILIP A. GOSS President and April 18, 1996
- ----------------------------- Chief Executive
Philip A. Goss Officer
*GENE HOLCOMB Trustee April 18, 1996
- -----------------------------
Gene Holcomb
*STEVEN L. HOOKER Trustee April 18, 1996
- -----------------------------
Steven L. Hooker
S-1
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<PAGE> 106
*RALPH S. RHOADES Trustee April 18, 1996
- -----------------------------
Ralph S. Rhoades
*THOMAS J. WARD Trustee April 18, 1996
- -----------------------------
Thomas J. Ward
*Executed on behalf of the indicated Officers and Trustees by
Burton X. Rosenberg, duly appointed attorney-in-fact.
By: BURTON X. ROSENBERG
-----------------------------------------
Burton X. Rosenberg, Attorney-in-fact
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<PAGE> 107
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
- ----------- ----------------------
1 Form of Amended and Restated Articles of Incorporation of
Registrant
1 (a) Articles of Amendment to Amended and Restated Articles of
Incorporation of Registrant
1 (b) Articles of Amendment to Amended and Restated Articles of
Incorporation of Registrant
2 Bylaws of Registrant as Amended
4 Specimen copy of Participation Certificate issued by Registrant
5 Form of Investment Advisory and Service Agreement for the Money
Market Portfolio
5 (a) Form of Investment Advisory Agreement for the Short-Term
Portfolio
5 (b) Form of Investment Advisory Agreement for the Government/REPO
Portfolio *
8 Form of Custodian Agreement
8 (a) Form of Transfer Agency Agreement
9 Form of Administration Agreement
9 (a) Form of Service Agreement for the Short-Term Portfolio
10 Opinion of Counsel
11 Consent of Coopers & Lybrand L.L.P.
13 Subscription Agreement
16 Computation of performance quotation
27.1 Financial Data Schedule for the Money Market Portfolio
27.2 Financial Data Schedule for the Short-Term Portfolio
27.3 Financial Data Schedule for the Government/REPO Portfolio
- ------------------------
* Incorporated by reference from Post-Effective Amendment No. 11 to
Registration Statement on Form N-1A No. 2-99584 as filed with the SEC by
the Registrant on March 30, 1995
<PAGE>
<PAGE> 108
EXHIBIT 1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PLAN LIQUIDITY FUND, INC.
--------------------------
ARTICLE 1
No organizational meeting of the Board of Directors having yet occurred,
we, the undersigned, whose respective names and post office addresses are
as follows:
NAME POST OFFICE ADDRESS
---- -------------------
Frederick C. Cue 676 St. Clair Street
Chicago, Illinois 60611
Marvin C. Reiter 676 St. Clair Street
Chicago, Illinois 60611
each being at least eighteen years of age, do, under and by virtue of the
General Laws of the State of Maryland authorizing the formation of
corporations, associate themselves as incorporators with the intention of
forming a corporation, and do hereby file these Amended and Restated
Articles of Incorporation.
ARTICLE II
NAME
The name of the corporation is PLAN INVESTMENT FUND, INC. (the
"Corporation").
ARTICLE III
PURPOSES AND POWERS
The Corporation is formed to act as an open-end management investment
company registered as such with the Securities and Exchange Commission (the
"SEC") pursuant to the Investment Company Act of 1940, as amended (the
"1940 Act"), and to exercise and generally enjoy all of the powers, rights,
and privileges granted to, or conferred upon, corporations by the General
Corporation Law of the State of Maryland now or hereinafter in force. The
foregoing statement of authority shall be deemed to include but not be
limited to:
(a) Conduct and carry on the business of an investment company.
<PAGE>
<PAGE>
(b) Hold, invest or reinvest its assets in securities and other investments
or hold part or all of its assets in cash.
(c) Issue and sell its capital stock in such amounts and on such terms and
conditions and for such purposes and for such amount or kind of
consideration as may now or hereafter be permitted by law.
(d) Redeem, purchase or acquire in any other manner, hold, dispose of,
resell, transfer, reissue or cancel (all without the vote or consent of the
certificate holders of the Corporation) Participation Certificates (as
hereinafter defined) for its capital stock, in any manner and to the extent
now or hereafter permitted by law and by these Articles of Incorporation.
(e) Do any and all additional acts and exercise any and all additional
powers or rights as may be necessary, incidental, appropriate or desirable
for the accomplishment of all or any of the foregoing purposes.
The enumeration of the foregoing powers, rights and privileges shall not be
deemed to exclude any powers, rights or privileges granted or conferred by
the General Corporation Law of the State of Maryland. The foregoing
notwithstanding, the Corporation shall have neither the power, right nor
privilege to purchase, trade or otherwise deal in any security issued by
Health Plans Capital Services Corp. ("CSC"), a corporation organized under
the laws of the State of Delaware.
ARTICLE IV
PRINCIPAL OFFICE AND RESIDENT AGENT
The post office address of the principal office of the Corporation in the
State of Maryland is c/o The Corporation Trust Company Incorporated, 32
South Street, Baltimore, Maryland 21202. The name of the resident agent of
the Corporation in the State of Maryland is The Corporation Trust Company
Incorporated, a Maryland corporation. The post office address of the
resident agent is 32 South Street, Baltimore, Maryland 21202.
ARTICLE V
CAPITAL STOCK
(a) The total number of shares of capital stock that the corporation shall
have authority to issue is five billion (5,000,000,000) shares, of the par
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<PAGE> 109
value of one tenth of one cent ($.000l) per share and of the aggregate par
value of five million dollars ($5,000,000). Three billion of the
authorized shares of capital stock are divided into two classes, one
consisting of Two Billion (2,000,000,000) "Money Market Portfolio" shares
and the other consisting of One Billion (1,000,000,000) "Short-Term
Portfolio" shares. All of such shares of capital stock are being
authorized in accordance with Section 2-201 of the General Corporation Law
of the State of Maryland and shall hereinafter by referred to as
"Participation Certificates". Each Participation Certificate shall be
entitled to one vote on each matter submitted to a vote of the
Participation Certificate holders. Any matter required to be submitted by
the provisions of the Act or other applicable law, or otherwise, to the
holders of the outstanding Participation Certificates shall not be deemed
to have been effectively acted upon unless approved by the holders of a
majority of the outstanding Participation Certificates of each class of
Participation Certificates affected by such matter.
The Corporation's Participation Certificate holders shall be only (i) Blue
Cross Plans, Blue Shield Plans, and Blue Cross and Blue Shield Plans
(individually, a "Plan", and, collectively, the "Plans"), the Blue Cross
and Blue Shield Association ("BCBSA"), the BCS Financial Corporation
("BCS"), provided however that the Participation Certificate holder is a
member of CSC, (ii) the CSC itself, and (iii) subsidiaries and affiliates
of any Plan, BCBSA, or BCS which is a member of CSC, if such subsidiary or
affiliate is regulated by a State Insurance Department or its counterpart.
(The above investors are referred to individually as a "BCBS Investor" and
collectively as "BCBS Investors").
ARTICLE VI
BOARD OF TRUSTEES
(a) Pursuant to Section 1-101 of the General Corporation Law of the State
of Maryland, the governing body of the Corporation shall be designated as
the Board of Trustees.
(b) The number of Trustees constituting the initial Board of Trustees shall
be seven (7), which number may be changed pursuant to the Bylaws of the
Corporation, but in no event shall such number be less than three (3). The
name of the Trustees who shall act until the first annual meeting of
Participation Certificate holders or until their successors are duly chosen
and qualified are:
Andrew P. Czajkowski John J. Morgan, Jr.
Michael J. Ketchum Robert Rinehimer
Raymond F. McCaskey Bruce Taylor, Ph.D.
William E. Timmons
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<PAGE>
<PAGE> 110
(c) In furtherance, and not in limitation, of the powers conferred by the
laws of the State of Maryland, the Board of Trustees is expressly
authorized:
(i) To make, alter or repeal the Bylaws of the Corporation, except where
such power is reserved by the Bylaws to the Participation Certificate
holders, and except as otherwise required by the 1940 Act.
(ii) From time to time to determine whether and to what extent and at
what times and places and under what conditions and regulations the books
and accounts of the Corporation, or any of them other than the ledger of
Participation Certificate holders shall be open to the inspection of the
Participation Certificate holders.
(iii) Without the assent or vote of the Participation Certificate
holders, to authorize the issuance from time to time of Participation
Certificates, whether now or hereafter authorized, and securities
convertible into Participation Certificates, whether now or hereafter
authorized, for such consideration as the Board of Trustees may deem
advisable.
(iv) Without the assent or vote of the Participation Certificate
holders, to authorize and issue such obligations of the Corporation,
secured and unsecured, as the Board of Trustees may determine, and to
authorize and cause to be executed mortgages and liens upon the real
property of the Corporation.
(v) Notwithstanding anything in these Articles of Incorporation to the
contrary, to establish in its absolute discretion the basis or method for
determining the net asset value of each Participation Certificate for
purposes of sales, redemptions, repurchases of Participation Certificates
or otherwise.
(vi) To determine in accordance with generally accepted accounting
principles and practices what constitutes net profits, earnings, surplus or
net assets in excess of capital; to set apart out of any funds of the
Corporation reserves for such purposes as it shall determine and to abolish
the same; to declare and pay any dividends and distributions in cash,
securities or other property from surplus or any funds legally available
therefor, at such intervals as it shall determine; to declare dividends or
distributions by means of a formula or other method of determination, at
meetings held less frequently than the frequency of the effectiveness of
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<PAGE> 111
such declarations; to establish payment dates for dividends or any other
distributions on any basis, including dates occurring less frequently than
the effectiveness of declarations thereof; and to provide for the payment
of declared dividends on a date earlier or later than the specified payment
date in the case of Participation Certificate holders redeeming their
entire ownership of certificates of the Corporation.
(vii) To enter into a written contract or contracts with any person,
including any firm, corporation, trust or association in which any officer,
other employee, Trustee or Participation Certificate holder of the
Corporation may be interested, providing for the furnishing of
administrative, investment advisory, custodial, and stock distribution
services; provided, however, that performance under such contracts shall be
subject always to the direction of the Board of Trustees. The terms and
conditions, methods of approval, authorization, renewal, amendment, and
termination of the aforesaid contracts shall be as determined by the Board
of Trustees, subject, however, to the provisions of these Articles of
Incorporation, the Bylaws of the Corporation, and applicable laws of the
State of Maryland, the 1940 Act and the rules and regulations of the SEC
(or any succeeding governmental authority). The compensation payable by
the Corporation under such contracts shall be such as is deemed fair and
equitable to both parties by the Board of Trustees of the Corporation.
(viii) To remove any Trustee at a meeting of the Board of Trustees, duly
called, at which a quorum is present.
(ix) In addition to the powers and authorities granted herein and by
statute expressly conferred upon it, the Board of Trustees is authorized to
exercise all powers and do all acts that may be exercised or done by the
Corporation pursuant to the provisions of the laws of the State of
Maryland, these Articles of Incorporation and the Bylaws of the
Corporation.
(d) Any determination made in good faith, and in accordance with generally
accepted accounting practices, if applicable, by or pursuant to the
direction of the Board of Trustees, with respect to the amount of assets,
obligations or liabilities of the Corporation, as to the amount of net
income of the Corporation from dividends and interest for any period or
amounts at any time legally available for the payment of dividends, as to
the amount of any reserves or charges set up and the propriety thereof, as
to the time of or purposes for creating reserves or as to the use,
alteration or cancellation of any reserves or charges (whether or not any
-5-
<PAGE>
<PAGE> 112
obligation or liability for which the reserves or charges have been created
has been paid or discharged or is then or thereafter required to be paid or
discharged), as to the value of any security owned by the Corporation, the
determination of the net asset value of Participation Certificates of any
class, or as to any other matters relating to the issuance, sale,
redemption or other acquisition or disposition of securities or
Participation Certificates of the Corporation, and any reasonable
determination made in good faith by the Board of Trustees whether any
transaction constitutes a purchase of securities on "margin," a sales of
securities "short," or an underwriting of the sale of, or a participation
in any underwriting or selling group in connection with the public
distribution of, any securities, shall be final and conclusive, and shall
be binding upon the Corporation and all holders of its Participation
Certificates, past, present and future, and the Corporation's Participation
Certificates are issued and sold on the condition and understanding,
evidenced by the purchase or acceptance of Participation Certificates, that
any and all such determinations shall be binding as aforesaid. No
provision of these Articles of Incorporation of the Corporation shall be
effective to (i) require a waiver of the compliance with any provision of
the Securities Act of 1933, as amended, or the 1940 Act, or of any valid
rule, regulation or order of the SEC under those Acts or (ii) protect or
purport to protect any Trustee or officer of the Corporation against any
liability to the Corporation or its security holders to which he would
otherwise be subject by reasons of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of
his office.
ARTICLE VII
RIGHTS AND PRIVILEGES
(a) The Board of Trustees may from time to time issue and sell or provide
for the issuance and sale of the authorized but unissued Participation
Certificates. All Participation Certificates sold shall be sold for cash,
except as otherwise provided in this Article, which shall in each case be
paid prior to the delivery of any Participation Certificate or credit
thereto on the books of the Corporation.
(b) The Corporation may issue and sell fractions of Participation
Certificates having pro rata all the rights of full Participation
Certificates, including, without limitation, the right to vote and receive
dividends; and wherever the words "Participation Certificate" or
"Participation Certificates" are used in these Articles or in the Bylaws
they shall be deemed to include fractions of Participation Certificates
-6-
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<PAGE> 113
where the context does not clearly indicate that only full Participation
Certificates are intended.
(c) All persons who shall acquire Participation Certificates in the
Corporation shall acquire the same subject to the provisions of these
Articles of Incorporation and the Bylaws of the Corporation.
(d) No holder of a Participation Certificate, by virtue of being such a
holder, shall have any right to purchase or subscribe for any Participation
Certificate or any other security that the Corporation may issue or sell
(whether out of the number of Participation Certificates authorized by
these Articles of Incorporation or out of any Participation Certificates
that the Corporation may acquire) other than a right that the Board of
Trustees in its discretion may determine to grant.
(e) The Board of Trustees shall have authority by resolution to classify
and reclassify any authorized but unissued Participation Certificates from
time to time by setting or changing in any one or more respects the
preferences, conversion or other rights, voting powers, restrictions, or
conditions of redemption of the Participation Certificates. Subject to the
provisions of the Sections (f), (g) and (h) of this Article VII and
applicable law, the power of the Board of Trustees to classify or
reclassify any of the Participation Certificates shall include, without
limitation, authority to classify or reclassify the Participation
Certificates into additional classes but not more than ten (10) classes of
Participation Certificates and to divide and classify Participation
Certificates of any class into one or more series of the class by
determining, fixing or altering one or more of the following:
(i) The distinctive designation of a class or series; provided that,
unless otherwise prohibited by the terms of the class or series, the number
of Participation Certificates of any class or series may be decreased by
the Board of Trustees in connection with any classification or
reclassification of unissued Participation Certificates and the number of
Participation Certificates of the class or series may be increased by the
Board of Trustees in connection with the classification or
reclassification, and any Participation Certificates of any class or series
that have been redeemed, purchased or acquired in any other manner by the
Corporation shall remain part of the authorized capital stock and be
subject to classification and reclassification as provided herein.
(ii) Whether or not and, if so, the rates, amounts and times at which,
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<PAGE> 114
and the conditions under which, dividends shall be payable on Participation
Certificates of the class or series.
(iii) Whether or not Participation Certificates of such class or series
shall have voting rights, in addition to any voting rights provided by law,
and, if so, the terms of such voting rights.
(iv) The rights of the holders of Participation Certificates of the
class or series upon liquidation, dissolution or winding up the affairs of,
or upon any distribution of the assets of, the Corporation.
(v) Any other rights, restrictions, including restrictions on
transferability, and qualifications of Participation Certificates of the
class or series, not inconsistent with law and these Articles of
Incorporation.
(f) All consideration received by the Corporation for the issue or sale of
Participation Certificates of any class, together with all income,
earnings, profits and proceeds thereof, including any proceeds derived from
the sale, exchange or liquidation thereof, and any funds or payments
derived from any reinvestment of the proceeds in whatever form the same may
be, shall irrevocably belong to the class of Participation Certificates
with respect to which the assets, payments or funds were received by the
Corporation for all purposes, subject only to the rights of creditors, and
shall be so handled upon the books of account of the Corporation. Such
assets, income, earnings, profits and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation thereof, and any
assets derived from any reinvestment of the proceeds in whatever form, are
herein referred to as "assets belonging to" such class.
(g) In the event of the liquidation or dissolution of the Corporation,
Participation Certificate holders of each class shall be entitled to
receive, as a class, out of the assets of the Corporation available for
distribution to Participation Certificate holders, but other than general
assets not belonging to any particular class of Participation Certificates,
the assets belonging to the class; and the assets so distributable to the
Participation Certificate holders of any class shall be distributed among
the Participation Certificate holders in proportion to the number of
Participation Certificates of the class held by them and recorded on the
books of the Corporation. In the event that there are any general assets
not belonging to any particular class of Participation Certificates and
available for distribution, the distribution shall be made to the holders
of Participation Certificates of all classes in proportion to the asset
value of the respective classes determined as hereinafter provided.
-8-
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<PAGE> 115
(h) The assets belonging to any class of Participation Certificates shall
be charged with the liabilities of the class, and shall also be charged
with the class' share of the general liabilities of the Corporation, in
proportion to the total net asset value of the respective classes before
taking into account general liabilities, determined as hereinafter
provided. The determination of the Board of Trustees shall be conclusive
(i) as to the amount of such liabilities, including the amount of accrued
expenses and reserves; (ii) as to any allocation of the same to a given
class; and (iii) whether the same, or general assets of the Corporation,
are allocable to one or more classes. The liabilities so allocated to a
class are herein referred to as "liabilities belonging to" the class.
(i) Notwithstanding any provision of law requiring any action to be taken
or authorized by the affirmative vote of the holders of a designated
proportion of the votes of all classes or of any class of the Corporation's
Participation Certificates, such action shall be effective and valid if
taken or authorized by the affirmative vote of a majority of the total
number of votes entitled to be case thereon, except as otherwise provided
in these Articles of Incorporation or the 1940 Act.
ARTICLE VIII
REDEMPTION
Each holder of a Participation Certificate shall be entitled to require the
Corporation to redeem all or any part of the Participation Certificates
standing in the name of the holder on the books of the Corporation, and all
Participation Certificates issued by the Corporation shall be subject to
redemption by the Corporation, at the redemption price as in effect from
time to time as may be determined by the Board of Trustees of the
Corporation in accordance with the provisions of this Article VIII, subject
to the right of the Board of Trustees of the Corporation to suspend the
right of redemption or postpone the date of payment of the redemption price
for any peered during which the New York Stock Exchange is closed, other
than customary weekend and holiday closings, or during which trading on
said Exchange is restricted, or during which (as determined by the SEC by
rule or regulation) an emergency exists as a result of which disposal or
valuation of portfolio securities is not reasonably practicable, or for
such other periods as the SEC may permit. The Board of Trustees of the
Corporation may also suspend or postpone the recordation of the transfer of
Participation Certificates upon the occurrence of any of the foregoing
conditions.
Without limiting the generality of the foregoing, the Corporation shall, to
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<PAGE> 116
the extent permitted by applicable law, have the right at any time to
redeem the Participation Certificates owned by any Participation
Certificate holder if (i) the Participation Certificate holder ceases to be
a BCBS Investor, (ii) such redemption is necessary or desirable in order to
enable the Corporation to retain its status as a "regulated investment
company" within the meaning of the Internal Revenue Code of 1954, as
amended from time to time, or (iii) in the opinion of the Trustees of the
Corporation, which shall be conclusive, it is not in the best interest of
the Corporation for the holder of the Participation Certificates to
continue to be a Participation Certificate holder. The redemption price of
Participation Certificates shall be net asset value as determined by the
Board of Trustees of the Corporation from time to time in accordance with
the provisions of applicable law, less a redemption fee or other charge, if
any, as may be fixed by resolution of the Board of Trustees of the
Corporation.
In the event a Participation Certificate has been issued, it shall be
surrendered prior to its redemption. A Participation Certificate holder
shall notify promptly the Corporation in writing if (i) it ceases to be a
BCBS Investor or (ii) it acquires title to the Participation Certificate
and it is not a BCBS Investor. In the event the Corporation initiates the
redemption, if a Participation Certificate has been issued, the Corporation
shall notify the record holder of such fact and hold all funds due to the
redeemed Participation Certificate holder, without additional earnings and
without interest, until the Participation Certificate has been delivered,
properly endorsed, to the Corporation. In the event the Corporation
initiates the redemption, if a Participation Certificate has not been
issued, payment of the redemption price shall be made in cash by the
Corporation at the time and in the manner as may be determined from time to
time by the Board of Trustees of the Corporation. In the event of any
redemption, if conditions exist, in the option of the Board of Trustees,
which shall be conclusive, that make payment wholly in cash unwise or
undesirable the Corporation may make payment wholly or partly by securities
or other property, the value of which shall be determined by the Board of
Trustees. The Board of Trustees may establish additional procedures for
redemption of Participation Certificates for BCBS Investors or others.
ARTICLE IX
INDEMNIFICATION
The Corporation shall, to the fullest extent permitted by section 2-418 of
the General Corporation Law of the State or Maryland, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have
power to indemnify under said section from and against any and all of the
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expenses, liabilities or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled
under any Bylaw, agreement, vote of Participation Certificate holders or
Trustees who are not "interested persons" (as defined in the 1940 Act)
("Independent Trustees") or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office,
and shall continue as to a person who has ceased to be a Trustee or an
Officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person. The foregoing
notwithstanding, no person shall be entitled to indemnification pursuant to
this Article IX for acts which are determined to have occurred for reasons
of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of such person's office
(collectively, "Disabling Conduct").
The Corporation shall use reasonable and fair means to determine whether
such indemnification shall be made. The determination that a person to be
indemnified is not liable to the Corporation or to its Participation
Certificate holders by reason of Disabling Conduct, and therefore is
eligible for indemnification, shall be determined by (i) a final decision
on the merits by a court or other body before whom such proceeding is
brought or (ii) after their review of the facts, by vote of a majority of a
quorum of Independent Trustees who are not parties to the proceeding, or by
Independent counsel in a written opinion to the Corporation. The
Corporation may advance attorneys' fees or other expenses incurred by its
Trustees, Officers, employees or agents in defending such a proceeding,
upon the undertaking by or on behalf of the indemnitee to repay the advance
unless it is determined ultimately that he is entitled to indemnification.
As a condition to such advance (i) the indemnitee shall provide a security
for his undertaking, (ii) the Corporation shall be insured against losses
arising by reason of any lawful advances, or (iii) a majority of a quorum
of Independent Trustees who are not parties to the proceeding, or an
independent legal counsel in a written opinion, shall determine, based on a
review of readily available facts, that there is reason to believe that the
indemnitee ultimately will be found entitled to indemnification.
ARTICLE X
AMENDMENTS
The Corporation reserves the right from time to time to make any amendment
to its Articles of Incorporation, now or hereafter authorized by law,
including any amendment that alters the contract rights, as expressly set
forth in its Articles of Incorporation, of any outstanding Participation
Certificate.
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IN WITNESS WHEREOF, we have adopted and signed these Amended and Restated
Articles of Incorporation and do hereby acknowledge that the adoption and
signing are our act.
Date: August 7, 1985
FREDERICK C. CUE
Frederick C. Cue
MARVIN C. REITER
Marvin C. Reiter
STATE OF ILLINOIS)
) SS:
COUNTY OF COOK )
On this 7th day of August, 1985, before me personally came FREDERICK C. CUE
and MARVIN C. REITER to me known and known to me to be the individuals
described in and who executed the foregoing instrument and acknowledged to
me that they executed the same.
BURTON X. ROSENBERG,
Burton X. Rosenberg
NOTARY PUBLIC
MY COMMISSION EXPIRES SEPTEMBER 8, 1986
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EXHIBIT 1(a)
PLAN INVESTMENT FUND, INC.
ARTICLES OF AMENDMENT
Plan Investment Fund, Inc., a Maryland Corporation having its principal
office in the State of Maryland in Baltimore City, Maryland (hereinafter
called the Corporation), hereby certifies to the State Department of
Assessments and Taxation of Maryland, that:
First: The charter of the Corporation is hereby amended by striking out
Article V section (a) paragraph two of the Articles of Incorporation and
inserting in lieu thereof the following:
The Corporation's Participation Certificate holders shall be only
(i) Blue Cross Plans, Blue Shield Plans, and Blue Cross and Blue
Shield Plans (individually, a "Plan" and, collectively, the
"Plans"), the Blue Cross and Blue Shield Association ("BCBSA"),
and BCS Financial Corporation ("BCS"), (ii) the CSC itself, and
(iii) subsidiaries and affiliates of any Plan, BCBSA or BCS.
(The above investors are referred to individually as a "BCBS
Investor" and collectively as "BCBS Investors").
Second: the Board of Trustees of the Corporation on April 19, 1988, duly
adopted a resolution in which set forth was the foregoing amendment to
the charter, declaring that the said amendment of the charter as
proposed was advisable and directing it be submitted for action thereon
by the Participation Certificate holders of the Corporation at the
annual meeting to be held on April 19, 1988.
Third: Notice setting forth the said amendment of the charter and
stating that a purpose of the meeting of Participation Certificate
holders would be to take action thereon, was given, as required by law,
to all Participation Certificate holders entitled to vote thereon. The
amendment of the charter of the Corporation as hereinabove set forth was
approved by the Participation Certificate holders at said meeting by the
affirmative vote of the holders of 96.48% of the Money Market Portfolio
Participation Certificates and the holders of 97.82% of the Short-Term
Portfolio Participation Certificates entitled to be voted thereon.
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Fourth: The amendment of the charter of the Corporation as hereinabove
set forth has been duly advised by the Board of Trustees and approved by
the Participation Certificate holders of the Corporation.
IN WITNESS WHEREOF, Plan Investment Fund, Inc. has caused the presents
to be signed in its name and on its behalf by its President and
witnessed by its Secretary on April 22, 1988.
Plan Investment Fund, Inc.
By DAVID M. MURDOCH
David M. Murdoch, President
Witness:
ELLIOTT C. BANKENDORF
Elliott C. Bankendorf, Secretary
THE UNDERSIGNED, President of Plan Investment Fund, Inc., who executed
on behalf of said corporation the foregoing Articles of Amendment, of
which this certificate is made a part, hereby acknowledges, in the name
of and on behalf of said corporation, the foregoing Articles of
Amendment to be the corporate act of said corporation and further
certifies that, to the best of his knowledge, information and belief,
the matters and facts set forth therein with respect to the approval
thereof are true in all material respects, under penalties of perjury.
DAVID M. MURDOCH
David M. Murdoch
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EXHIBIT 1(b)
PLAN INVESTMENT FUND, INC.
ARTICLES OF AMENDMENT
Plan Investment Fund, Inc., a Maryland Corporation having its principal
office in the state of Maryland in Baltimore City, Maryland (hereinafter
called the Corporation), hereby certifies to the State Department of
Assessments and Taxation of Maryland, that:
First: The charter of the Corporation is hereby amended by renumbering
Article X of the Articles of Incorporation as Article XI and inserting
the following paragraph as Article X:
LIMITATION OF LIABILITY
To the fullest extent permitted by Maryland statutory or decisional
law, as amended or interpreted, no Trustee or officer of the
Corporation shall be personally liable to the Corporation or the
holder of Participation Certificates for money damages; provided,
however, that this Article X shall not protect any Trustee or
officer of the Corporation against any liability to the Corporation
or to the holders of Participation Certificates to which he would
otherwise be subject by reason of Disabling Conduct. No amendment
of these Amended and Restated Articles of Incorporation or repeal
of any of its provisions shall limit the benefits provided to
Trustees and officers under this Article X in connection with any
act or omission that occurred prior to such amendment or repeal.
Second: The board of Trustees of the Corporation on January 27, 1989,
duly adopted a resolution in which set forth was the foregoing amendment
to the charter, declaring that the said amendment of the charter as
proposed was advisable and directing it to be submitted for action
thereon by the Participation Certificate holders of the Corporation at
the annual meeting to be held on March 28, 1989.
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Third: Notice setting forth the said amendment of the charter and
stating that a purpose of the meeting of Participation Certificate
holders would be to take action thereon, was given, as required by law,
to all Participation Certificate holders entitled to vote thereon. The
amendment of the charter of the Corporation as hereinabove set forth was
approved by the Participation Certificate holders at said meeting by the
affirmative vote of the holders of 92.6% of the Money Market Portfolio
Participation Certificates and the holders of l00% of the Short-Term
Portfolio Participation Certificates entitled to be voted thereon.
Fourth: The amendment of the charter of the Corporation as hereinabove
set forth has been duly advised by the Board of Trustees and approved by
the Participation Certificate holders of the Corporation.
IN WITNESS WHEREOF, Plan Investment Fund, Inc. has caused these presents
to be signed in its name and on its behalf by its President and
witnessed by its Secretary on March 29, 1989.
Plan Investment Fund, Inc.
By DAVID M. MURDOCH
David M. Murdoch, President
Witness:
BURTON X. ROSENBERG
Burton X. Rosenberg, Secretary
THE UNDERSIGNED, President of Plan Investment Fund, Inc., who executed
on behalf of said corporation the foregoing Articles of Amendment, of
which this certificate is made a part, hereby acknowledges, in the name
of and on behalf of said corporation and further certifies that, to the
best of his knowledge, information and belief, the matter and facts set
forth therein with respect to the approval thereof are true in all
material respects, under penalties of perjury.
DAVID M. MURDOCH
David M. Murdoch
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EXHIBIT 2
AMENDED
BYLAWS OF
PLAN INVESTMENT FUND, INC.
A Maryland Corporation
ARTICLE I
OFFICES
SECTION 1. GENERAL OFFICE. The general office of Plan Investment Fund,
Inc. (hereinafter called the "Corporation") shall be located in Chicago,
Illinois.
SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
places both within and without the State of Maryland as the Board of
Trustees may from time to time determine or the Business of the Corporation
may require.
ARTICLE II
PURPOSES AND POWERS
SECTION 1. PURPOSES. The purposes of the Corporation shall be as stated
in its Articles of Incorporation.
SECTION 2. POWERS. The Corporation shall engage only in those
activities directly related to carrying out its purposes as stated in its
Articles of Incorporation.
ARTICLE III
HOLDERS OF PARTICIPATION CERTIFICATES
SECTION 1. ANNUAL MEETINGS. The annual meeting of the Participation
Certificate holders of the Corporation shall be held at the principal
office of the Corporation or at such other place within or without the
State of Maryland as may be determined by the Board of Trustees and as
shall be designated in the notice of the meeting, no later than September
30, 1987, at a date to be determined by the President of the Corporation
and, after the first meeting, each year thereafter no later than September
30, and at such time as shall be specified by the Board of Trustees for the
purpose of electing Trustees and for the transaction of such other business
as may properly be brought before the meeting. Any business of the
Corporation may be transacted
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at an annual meeting without being specifically designated in the notice
unless otherwise provided by statute, the Corporation's Articles of
Incorporation or these Bylaws.
SECTION 2. SPECIAL MEETINGS. Special meetings of the Participation
Certificate holders for any purposes, unless otherwise prescribed by
statute or by the Corporation's Articles of Incorporation, may be held at
any place within the United States, and may be called at any time by the
Board of Trustees or at the request in writing of a majority of the Board
of Trustees or at the request in writing of not less than ten (10) separate
Participation Certificate holders. Any written request shall state the
purpose or purposes of the proposed meeting and the matters to be acted
upon, and only such purpose or purposes and matters so specified may
properly be brought before such meeting.
SECTION 3. NOTICE OF MEETINGS. Written or printed notice of the purpose
or purposes and of the time and place of every meeting of the Participation
Certificate holders shall be given by the Secretary of the Corporation to
each Participation Certificate holder of record entitled to vote at the
meeting, by placing the notice in the mail at least ten (10) days, but not
more than sixty (60) days, prior to the date designated for the meeting
addressed to each Participation Certificate holder at its address appearing
on the books of the Corporation or supplied by the Participation
Certificate holder to the Corporation for the purpose of notice. The
notice of any meeting of Participation Certificate holders may be
accompanied by a form of proxy approved by the Board or Trustees in favor
of the actions or persons as the Board of Trustees may select.
SECTION 4. QUORUM. Except as otherwise provided by statute or by the
Corporation's Articles of Incorporation, the presence in person or by proxy
of Participation Certificate holders of the Corporation entitled to cast at
least a majority of the votes to be cast shall constitute a quorum at each
meeting of the Participation Certificate holders. In the absence of a
quorum, the Participation Certificate holders present in person or by
proxy, by majority vote and without notice other than by announcement, may
adjourn the meeting from time to time as provided in Section 5 of this
Article III until a quorum shall attend. The Participation Certificate
holders present at any duly organized meeting may continue to do business
until adjournment, notwithstanding the withdrawal of enough Participation
Certificate holders to leave less than a quorum. The absence from any
meeting in person or by proxy of holders of the number of Participation
Certificates of the Corporation in excess of a majority that may be
required by the laws of the State of Maryland, the Investment Company Act
of 1940, as amended (the "1940 Act"), or other applicable statute,
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the Corporation's Articles of Incorporation or these Bylaws, for action upon
any given matter shall not prevent action at the meeting on any other
matter or matters that may properly come before the meeting, so long as
there are present, in person or by proxy, holders of the number of
Participation Certificates of the Corporation required for action upon the
other matter or matters.
SECTION 5. ADJOURNMENT. Any meeting of the Participation Certificate
holders may be adjourned from time to time, without notice other than by
announcement at the meeting at which the adjournment is taken. At any
adjourned meeting at which a quorum shall be present any action may be
taken that could have been taken at the meeting originally called. A
meeting of the Participation Certificate holders may not be adjourned to a
date more than one hundred twenty (120) days after the original record
date.
SECTION 6. MANNER OF ACTING. When a quorum is present at any meeting,
the vote of the holders of a majority of the Participation Certificates
having a right to vote thereat, present in person or represented by proxy,
shall determine any question brought before such meeting, unless the
question is one upon which by express provision of the applicable statutes,
Articles of Incorporation or these Bylaws, a different vote is required, in
which case such express provision shall control.
SECTION 7. ORGANIZATION. At every meeting of the Participation
Certificate holders, the Executive Trustee, or in his absence or inability
to act, the President, or in his absence or inability to act, a Vice
President, or in the absence or inability to act of the Executive Trustee,
the President and all the Vice Presidents, a chairman chosen by the
Participation Certificate holders, shall act as chairman of the meeting.
The Secretary, or in his absence or inability to act, a person appointed by
the chairman of the meeting, shall act as secretary of the meeting and keep
the minutes of the meeting.
SECTION 8. VOTING. Except as otherwise provided by statute or the
Corporation's Articles of Incorporation, each holder of record of
Participation Certificates of the Corporation having voting power shall be
entitled at each meeting of the Participation Certificate holders to one
vote for every Participation Certificate standing in its name on the
records of the Corporation as of the record date determined pursuant to
Section 9 of this Article III, and a pro rata vote for every fractional
Participation Certificate standing in its name on the records of the
Corporation as of the record date determined pursuant to Section 9 of this
Article III. Any matter required to be submitted by the provisions of the
Act or other applicable law, or otherwise, to the holders of the
outstanding Participation Certificates shall not be deemed to have been
effectively acted upon unless approved by the holders
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of a majority of the outstanding Participation Certificates affected by
such matter.
Each Participation Certificate holder entitled to vote at any meeting of
Participation Certificate holders may authorize another person or persons
to act for it by a proxy signed by the Participation Certificate holder or
its attorney-in-fact. No proxy shall be valid after the expiration of
eleven (11) months from the date thereof, unless otherwise provided in the
proxy.
If a vote shall be taken on any question other than the election of
Trustee, which shall be by written ballot, then, unless required by statute
or these Bylaws, or determined by the chairman of the meeting to be
advisable, any such vote need not be by ballot. On a vote by ballot, each
ballot shall be signed by the Participation Certificate holder voting, or
by its proxy, and shall state the number of Participation Certificates
voted.
SECTION 9. FIXING OF RECORD DATE. The Board of Trustees may set a
record date for the purpose of determining Participation Certificate
holders entitled to vote at any meeting of the Participation Certificate
holders. The record date for a particular meeting shall be not more than
sixty (60) nor fewer than ten (10) days before the date of the meeting.
All persons who were holders of record of Participation Certificates as of
the record date of a meeting, and no others, shall be entitled to vote at
such meeting and an adjournment thereof.
ARTICLE IV
BOARD OF TRUSTEES
SECTION 1. GENERAL POWERS. Except as otherwise provided in the
Corporation's Articles of Incorporation, the Business and affairs of the
Corporation shall be managed under the direction of the Board of Trustees.
All powers of the Corporation may be exercised by or under authority of the
Board of Trustees except as conferred on or reserved to the Participation
Certificate holders by law, by the Corporation's Articles of Incorporation
or by these Bylaws.
SECTION 2. FIRST BOARD OF TRUSTEES. The persons named in the Articles
of Incorporation of the Corporation as members of the first Board of
Trustees shall compose the Board until they are succeeded by a Board
elected by Participation Certificate holders at their first meeting, or
until their successors are elected and shall have qualified.
SECTION 3. NUMBER OF TRUSTEES. The number of Trustees shall be fixed
from time to time by resolution of the Board of
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Trustees adopted by a majority of the Trustees then in office; provided,
however, that the number of Trustees shall in no event be fewer than three,
but not more than nineteen. Any vacancy created by an increase in Trustees
may be filled in accordance with Section 6 of this Article IV. No reduction
in the number of Trustees shall have the effect of removing any Trustee from
office prior to the expiration of his term unless the Trustee is specifically
removed pursuant to Section 5 of this Article IV at the time of the decrease.
SECTION 4. ELECTION AND TERM OF TRUSTEES. Trustees shall be elected
annually, by written ballot at the annual meeting of Participation
Certificate holders or at a special meeting held for that purpose. The
term of office of each Trustee shall be from the time of his election and
qualification until the annual election of Trustees next succeeding his
election and until his successor shall have been elected and shall have
qualified.
SECTION 5. REMOVAL OF TRUSTEES. Any Trustee of the Corporation may be
removed by the Participation Certificate holders with or without cause at
any time by a vote of a majority of the votes entitled to be cast for the
election of Trustees.
SECTION 6. VACANCIES. Subject to the provisions of the 1940 Act, any
vacancies in the Board of Trustees, whether arising from death,
resignation, removal or any other cause except an increase in the number of
Trustees, shall be filled by a vote of the majority of the Board of
Trustees then in office even though that majority is less than a quorum,
provided that no vacancy or vacancies shall be filled by action of the
remaining Trustees if, after the filling of the vacancy or vacancies, fewer
than two-thirds of the Trustees then holding office shall have been elected
by the Participation Certificate holders of the Corporation. A majority of
the entire Board may fill a vacancy which results from an increase in the
number of Trustees. In the event that at any time a vacancy exists in any
office of a Trustee that may not be filled by the remaining Trustees, a
special meeting of the Participation Certificate holders shall be held as
promptly as possible and in any event within sixty (60) days, for the
purpose of filling the vacancy or vacancies. Any Trustee elected or
appointed to fill a vacancy shall hold office only until the next annual
meeting of Participation Certificate holders of the Corporation and until a
successor has been chosen and qualifies or until his earlier resignation or
removal.
SECTION 7. PLACE OF MEETING. Meetings of the Board of Trustees may be
held at any place that the Board of Trustees may from time to time
determine or that is specified in the notice of the meeting.
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SECTION 8. REGULAR MEETINGS. Regular meetings of the Board of Trustees
shall be held at least three times during the Corporation's fiscal year at
times and places determined by the Executive Trustee and President.
SECTION 9. SPECIAL MEETINGS. Special meetings of the Board of Trustees
may be called at any time for any purpose by the Executive Trustee or the
President and shall be requested by the Secretary when and as he shall be
so required, in writing, by the Executive Trustee or President or any two
or more Trustees.
SECTION 10. ANNUAL MEETING. The annual meeting of each newly elected
Board of Trustees shall be held as soon as practicable after the meeting of
Participation Certificate holders at which the Trustees were elected. No
notice of such annual meeting shall be necessary if held immediately after
the adjournment, and at the site, of the meeting of Participation
Certificate holders. If not so held, notice shall be given as hereinafter
provided for special meetings of the Board of Trustees.
SECTION 11. NOTICE OF REGULAR AND SPECIAL MEETINGS. Notice of each
regular and special meeting of the Board of Trustees shall be given by the
Secretary. Each notice shall state the time and place of the meeting and
shall be delivered to each Trustee, either personally or by telephone or
other standard form of telecommunication, at least twenty-four (24) hours
before the time at which the meeting is to be held, or by first-class mail,
postage prepaid, addressed to the Trustee at his residence or usual place
of business, and mailed at least three (3) days before the day on which the
meeting is to be held.
SECTION 12. QUORUM AND VOTING. One-half of the members of the entire
Board of Trustees shall be present in person at any meeting of the Board in
order to constitute a quorum for the transaction of business at the
meeting, and except as otherwise expressly required by statute, the
Corporation's Articles of Incorporation, these Bylaws, the 1940 Act, or and
other applicable statute, the act of a majority of the Trustees present at
any meeting at which a quorum is present shall be the act of the Board. In
the absence of a quorum at any meeting of the Board, a majority of the
Trustees present may adjourn the meeting to another time and place until a
quorum shall be present. Notice of the time and place of any adjourned
meeting shall be given to the Trustees who were not present at the time of
the adjournment and, unless the time and place were announced at the
meeting at which the adjournment was taken, to the other Trustees. At any
adjourned meeting at which a quorum is present, any business may be
transacted that might have been transacted at the meeting as originally
called.
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SECTION 13. EXECUTIVE COMMITTEE. There may be an Executive Committee
consisting of not less than four (4) nor more than seven (7) Trustees, as
shall be determined from time to time by resolution of the Board. The
members of said Committee shall be appointed by the Executive Trustee. The
Executive Trustee shall also designate one of the members of the Executive
Committee as Chairman of the Executive Committee, to serve for a term of
one (1) year and thereafter until his successor has been appointed by the
Executive Trustee and qualified. The Executive Committee shall meet at the
call of the Chairman of the Executive Committee or the President upon not
less than forty-eight (48) hours notice.
The Executive Committee, if created, shall have, and may exercise when the
Board of Trustees is not in session, all of the power of the Board of
Trustees in the management of the business and affairs of the Corporation;
but the Executive Committee shall not have the power to appoint or remove
any officer or Trustee of the Corporation, to exercise any non-delegable
right, power, or privilege conferred upon the Board of Trustees or the
President by statute or by the Corporation's Articles of Incorporation, or
to exercise any power denied to it by resolution of the Board of Trustees.
The Executive Committee, if created, shall submit a report at each regular
meeting of the Board of Trustees. The report shall chronicle all actions
of the Committee since its last report.
SECTION 14. OTHER COMMITTEES. The Board of Trustees may designate an
Audit Committee, a Nominating Committee and such other committees as the
Board may deem appropriate, each consisting of two (2) or more Trustees.
The Chairman of each such committee shall be designated by the Executive
Trustee. Each such committee shall serve at the pleasure of the Board of
Trustees.
SECTION 15. WRITTEN CONSENT OF TRUSTEES IN LIEU OF A MEETING. Subject
to the provisions of the 1940 Act, any action required or permitted to the
taken at any meeting of the Board of Trustees or of any committee of the
Board may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of the proceedings of the Board or
committee.
ARTICLE V
OFFICERS, AGENTS AND EMPLOYEES
SECTION 1. NUMBER. The officers of the Corporation shall be an
Executive Trustee, a President, one or more Vice Presidents, a Secretary, a
Treasurer or such other officers as may be determined from time to time by
the Board of Trustees.
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SECTION 2. ELECTION. Officers shall be elected annually by the Board of
Trustees each year at its first meeting held after the annual meeting of
Participation Certificate holders. Each officer shall hold office until
the meeting of the Board following the next annual meeting of the
Participation Certificate holders and until his successor shall have been
duly elected and shall have qualified, subject to the provisions of these
Bylaws with respect to the removal of officers.
SECTION 3. REMOVAL OF OFFICER, AGENT OF EMPLOYEE. Any officer, agent or
employee of the Corporation may be removed by the Board of Trustees with or
without cause at any time whenever in its judgment the best interests of
the Corporation would be served thereby. The Board may delegate the power
of removal as to agents and employees not elected or appointed by the Board
of Trustees. Removal shall be without prejudice to the person's contract
rights, if any, but the appointment of any person as an officer, agent or
employee of the Corporation shall not of itself create contract rights.
SECTION 4. VACANCIES. A vacancy in any office may be filled by the
Board of Trustees for the unexpired portion of the term.
SECTION 5. BONDS OR OTHER SECURITY. If required by the Board, any
officer, agent or employee of the Corporation shall give a bond or other
security for the faithful performance of his duties, in an amount and with
any surety or sureties as the Board may require.
SECTION 6. EXECUTIVE TRUSTEE. The Executive Trustee shall:
(a) preside at all meetings of the Participation Certificate holders and
of the Board of Trustees;
(b) sign any deeds, mortgages, deeds of trust, notes, bonds, contracts,
certificates or other instruments authorized by the Board of Trustees to be
executed, except in cases in which the signing and execution thereof shall
be delegated by the Board of Trustees or by these Bylaws to some other
officer or agent of the Corporation, or shall be required by law to be
otherwise signed or executed from time to time.
(c) in general perform all duties incident to the office of Executive
Trustee and such other duties as may be prescribed to the Board of Trustees
from time to time.
SECTION 7. PRESIDENT. The President shall be the Chief Executive
Officer of the Corporation. In the absence or inability of the Executive
Trustee to act, the President shall preside at all meetings of the
Participation Certificate holders
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and of the Board of Trustees. The President shall have, subject to the
control of the Board of Trustees, general charge of the business and affairs
of the Corporation, and may employ and discharge employees and agents of the
Corporation, except those elected or appointed by the Board, and he may
delegate these powers.
SECTION 8. VICE PRESIDENT. Each Vice President shall have the powers
and perform the duties that the Board of Trustees or the President may from
time to time prescribe.
SECTION 9. TREASURER. The Treasurer shall be the Chief Financial
Officer of the Corporation. Subject to the provisions of any contract that
may be entered into with any custodian pursuant to authority granted by the
Board of Trustees, the Treasurer shall have charge of all receipts and
disbursements of the Corporation and shall have or provide for the custody
of the Corporation's funds and securities; he shall have full authority to
receive and give receipts for all money due and payable to the Corporation,
and to endorse checks, drafts and warrants, in its name and on its behalf
and to give full discharge for the same; he shall deposit all funds of the
Corporation, except those that may be required for current use, in such
banks or other places of deposit as the Board of Trustees may from time to
time designate; and, in general, he shall perform all duties incident to
the office of Treasurer and such other duties as may from time to time be
assigned to him by the Board of Trustees or the President.
SECTION 10. SECRETARY. The Secretary shall:
(a) keep or cause to be kept in one or more books provided for the
purpose, the minutes of all meetings of the Board of Trustees, the
committees of the Board and the Participation Certificate holders;
(b) see that all notices are duly given in accordance with the
provisions of these Bylaws and as required by law;
(c) be custodian of the records and the seal of the Corporation and
affix and attest the seal to all documents to be executed on behalf of the
Corporation under its seal;
(d) see that the books, reports, statements, certificates and other
documents and records required by law to be kept and filed are properly
kept and filed; and
(e) in general, perform all the duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him
by the Board of Trustees or the President.
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SECTION 11. ASSISTANT TREASURERS OR ASSISTANT SECRETARIES. The
Corporation may have one or more assistant treasurers or assistant
secretaries. The assistant treasurers and assistant secretaries shall
perform such duties as shall be assigned to them by the Treasurer or the
Secretary, respectively, or by the President of the Board of Trustees. The
assistant secretaries may sign with the Executive Trustee, President, or a
Vice President, or any other officer thereunto authorized by the Board of
Trustees, Participation Certificates, the issue of which shall have been
authorized by the Board of Trustees, and any contracts or other instruments
which the Board of Trustees has authorized to be executed, according to the
requirements of the form of the instrument, except when a different mode of
execution is expressly prescribed by the Board of Trustees or these Bylaws.
ARTICLE VI
PARTICIPATION CERTIFICATES
SECTION 1. PARTICIPATION CERTIFICATES. Each holder of Participation
Certificates of the Corporation shall be entitled upon specific written
request to such person as may be designated by the Corporation to have a
certificate or certificates, in a form approved by the Board, representing
the number of Participation Certificates of the Corporation owned by it;
provided, however, that certificates for fractional amounts will not be
delivered in any case. The certificates shall be signed by or in the name
of the Corporation by the Executive Trustee or President and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer and sealed with the seal of the Corporation. Any or all of the
signatures or the seal on the certificate may be facsimiles. In case any
officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate shall be
issued, it may be issued by the Corporation with the same effect as if such
officer, transfer agent or registrar were still in office at the date of
issue.
SECTION 2. BOOKS OF ACCOUNT AND RECORD OF PARTICIPATION CERTIFICATE
HOLDERS. There shall be kept at the general office of the Corporation or
at such other place or places as the Board of Trustees shall determine
correct and complete books and records of account of all the business and
transactions of the Corporation. There shall be made available upon
request of any Participation Certificate holder, in accordance with
Maryland law, a record containing the number of Participation Certificates
issued during a specified period not to exceed twelve (12) months and the
consideration received by the Corporation for each such Participation
Certificate.
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SECTION 3. TRANSFERS OF PARTICIPATION CERTIFICATES. Transfers of
Participation Certificates of the Corporation shall be made on the records
of the Corporation only by the registered holder thereof, or by its
attorney thereunto authorized by power of attorney or New Account
Application duly executed and filed with the Secretary or with a transfer
agent or transfer clerk, and on surrender of the Participation Certificate
or Certificates, if issued, properly endorsed or accompanied by a duly
executed transfer power and the payment of all taxed thereon. Except as
otherwise provided by law, the Corporation shall be entitled to recognize
the exclusive right of a person in whose name any Participation Certificate
or Certificates stand on the record of Participation Certificate holders as
the owner of the Participation Certificate or Certificates for all
purposes, including, without limitation, the rights to receive dividends or
other distributions and to vote as the owner, and the Corporation shall not
be bound to recognize any equitable or legal claim to or interest in any
such Participation Certificate or Certificates on the part of any other
person.
SECTION 4. REGULATIONS. The Board of Trustees may make any additional
rules and regulations, not inconsistent with these Bylaws, as it may deem
expedient concerning the issue, transfer and registration of Participation
Certificates. It may appoint, or authorize any officer or officers to
appoint one or more transfer agents or one or more transfer clerks and one
or more registrars and may require all Participation Certificates to bear
the signature or signatures of any of them.
SECTION 5. STOLEN, LOST, DESTROYED OR MUTILATED CERTIFICATES. The
holder of any Participation Certificate shall immediately notify the
Corporation of its theft, loss, destruction or mutilation and the
Corporation may issue a new Participation Certificate in the place of any
Participation Certificate that has been alleged to have been stolen, lost
or destroyed or that shall have been mutilated. The Board may, in its
discretion, require the owner (or its legal representative) of a stolen,
lost, destroyed or mutilated Participation Certificate to give to the
Corporation a bond in a sum, limited or unlimited, and in a form and with
any surety or sureties, as the Board in its absolute discretion shall
determine, to indemnify the Corporation against any claim that may be made
against it on account of the alleged theft, loss or destruction of any such
Participation Certificate, or issuance of a new Participation Certificate.
Anything herein to the contrary notwithstanding, the Board of Trustees, in
its absolute discretion, may refuse to issue any such new Participation
Certificate, except pursuant to legal proceedings under the laws of the
State of Maryland.
SECTION 6. FIXING OF RECORD DATE FOR DIVIDENDS, DISTRIBUTIONS, ETC. The
Board may fix, in advance, a date not
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more than one hundred twenty (120) days preceding the date fixed for the
payment of any dividend or the making of any distribution or the allotment
of any rights, as the record date for the determination of the Participation
Certificate holders entitled to receive any such dividend, distribution, or
allotment, and in such case only the Participation Certificate holders of
record at the time so fixed shall be entitled to receive such dividend,
distribution, or allotment.
ARTICLE VII
GENERAL PROVISIONS
SECTION 1. FISCAL YEAR. The Corporation's fiscal year shall be
determined by the Board of Trustees of the Corporation.
SECTION 2. CORPORATE SEAL. The seal of the corporation shall be
circular in form and shall bear the name of the Corporation, the year of
its incorporation, the words "Corporate Seal" and "Maryland" and any emblem
or device approved by the Board of Trustees. The seal may be used by
causing it or a facsimile to be impressed or affixed or in any other manner
reproduced, or by placing the word ("seal") adjacent to the signature of
the authorized officer of the Corporation.
SECTION 3. CHECKS, DRAFTS. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Trustees may from time to time
designate.
SECTION 4. BOOKS, AUDITING. The Board of Trustees shall cause to be
established and maintained a complete accounting system. The Board of
Trustees shall after the close of each fiscal year cause to be made by a
Certified Public Accountant a full and complete audit of the accounts,
books and financial condition of the Corporation as of the end of such
fiscal year. A written report of the audit shall be submitted to the
annual meeting of the Participation Certificate holders.
SECTION 5. WAIVER OF NOTICE. Any Participation Certificate holder,
Trustee or officer may waive, in writing, before or after the meeting, any
notice of meetings required to be given by these Bylaws.
SECTION 6. IRREGULARITIES IN NOTICE. Irregularities in the giving of any
notice or the holding of any meeting provided for in these Bylaws shall not
invalidate any action taken at such meeting.
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SECTION 7. Duality of Interest.
(a) No contract or transaction between the Corporation and one or more
of its Trustees or officers, or between the Corporation and any other
corporation, partnership, association, or other organization in which one
or more of its Trustees or officers are Trustees or officers, or have a
duality of interest, shall be void or voidable solely for this reason, or
solely because of the Trustee or officer is present at or participates in
the meeting of the Board or committee thereof which authorizes the contract
or transaction, or solely because his or their votes are counted for such
purpose, if:
(1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of
Trustees or the committee, and the Board or committee in good faith
authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested Trustees, even though the disinterested
Trustees be less than a quorum; or
(2) The contract or transaction is fair as to the Corporation as of
the time it is authorized; approved or ratified by the Board of Trustees or
a committee thereof.
(b) Common or interested Trustees may be counted in determining the
presence of a quorum at a meeting of the Board of Trustees or of a
committee which authorizes the contract or transaction.
ARTICLE VIII
AMENDMENTS
These Bylaws may be amended or repealed by the affirmative vote of a
majority of the Board of Trustees at any regular or special meeting of the
Board of Trustees, subject to the requirements of the 1940 Act.
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EXHIBIT 4
PARTICIPATION CERTIFICATE
This certifies that ___________________________________(the
"Investor") is the registered owner of a Participation Certificate
(individually, a "PC" and, collectively, "PCs") representing ownership
of a fully paid and non-assessable interest in ________________PCs of
the _______________Portfolio of Plan Investment Fund, Inc. (the
"Investment Company"), an investment company registered with the
Securities and Exchange Commission under the Investment Company Act of
1940, as amended, in the amount set forth below:
The ownership, redemption, sale, transfer, exchange, pledge,
assignment or other disposition of this PC is subject to (a) the laws of
the State of domicile (the "State") of the Investor, (b) the State's
regulations with respect to insurance companies, and (c) numerous
provisions regarding the Investment Company's obligations with respect
to providing valuations and reporting, liquidity for PCs, qualifications
for holders of PCs, rights of seizure of the State, the nature of the
investments of the Investment Company and similar matters. Any PCs (i)
owned by an investor who ceases to be a BCBS Investor, as that term is
defined in the Articles of Incorporation of the Investment Company, or
(ii) pledged as collateral by an investor and subsequently called by a
pledgee which is not a BCBS Investor, shall be redeemed automatically
and involuntarily within one (1) Business Day of the occurrence of an
event in (i) or (ii) immediately preceding. In the event the Investment
Company redeems this PC, the Investment Company shall notify the record
holder of such fact and hold all funds due to the redeemed PC holder,
without additional earnings and without interest, until the PC has been
delivered, properly endorsed, to the Investment Company. By accepting
receipt of this PC the holder of this PC agrees to notify promptly the
Investment Company in writing if (i) it ceases to be a BCBS Investor or
(ii) it acquires title to the PC from the Investor and it is not a BCBS
Investor.
For a description of the terms and conditions of the provisions
referred to above and of the express contract between the Investment
Company and the registered owner of this PC, reference is made to the
Articles of Incorporation and Bylaws (collectively, the "Agreements") of
the Investment Company. The terms of the Agreements are incorporated by
reference in this PC.
Pursuant to Section 2-211 of the Maryland General Corporation Law,
the Investment Company will furnish to the holder of this certificate a
full statement with respect to (i) the restrictions on transferability
of the PC and (ii) the description of all classes of PCs which the
SPECIMEN
__________
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Investment Company is authorized to issue. Such information will be
provided on request and without charge. Requests should be directed to
Frederick C. Cue, President, Plan Investment Fund, Inc., (312) 440-6401.
IN WITNESS WHEREOF, Plan Investment Fund, Inc. has caused this PC
to be signed by its duly authorized officers and sealed with its seal.
Dated: ________________
(seal)
______________________________________
Frederick C. Cue, President
Number: ______________________ ______________________________________
Elliott C. Bankendorf, Secretary
INVESTMENT: $ ____________________
TO BE ISSUED ONLY IF EXPRESSLY REQUESTED IN WRITING
SPECIMEN
__________
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EXHIBIT 5
INVESTMENT ADVISORY AND SERVICE AGREEMENT
AGREEMENT, made as of February 28, 1987, between PLAN
INVESTMENT FUND, INC., a Maryland corporation (herein called the
"Investment Company"), and PROVIDENT INSTITUTIONAL
MANAGEMENT CORPORATION, a Delaware corporation (herein called
"PIMC"), registered as an investment adviser under the Investment
Advisers Act of 1940, as amended, and wholly owned by the Provident
National Bank ("Provident").
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"); and
WHEREAS, the Investment Company desires to retain PIMC to furnish
investment advisory and administrative services to the Investment
Company, and PIMC 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 PIMC to
act as investment adviser and service agent to the Money Market Portfolio
of the Investment Company (the "Portfolio") for the period and on the
terms set forth in this Agreement. PIMC accepts such appointment and
agrees to furnish the services herein set forth, for the compensation herein
provided.
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2. Delivery of Documents. The Investment Company has furnished
PIMC with copies properly certified or authenticated of each of the
following:
(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 Company's Board of Trustees
authorizing the appointment of PIMC and resolutions of the Investment
Company's Board of Trustees and Participation Certificate holders of the
Portfolio approving this Agreement;
(d) Resolutions of the Investment Company's Board of Trustees
authorizing the appointment of Health Plans Capital Services Corp.
("CSC") as the Investment Company's administrator and approving the
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Administration Agreement between CSC and the Investment Company
dated as of February 28, 1987;
(e) The Investment Company's Registration Statement on Form N-1A
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 Company's Participation Certificates and all amendments
thereto;
(f) The Investment Company's Notification of Registration filed
pursuant to Section 8(a) of the 1940 Act on Form N-8A with the SEC and
all amendments thereto; and
(g) The Investment Company's 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 PIMC from time to time with
copies, properly certified or authenticated, of all amendments of or
supplements to the foregoing.
3. Investment Advice. Subject to the supervision of the Investment
Company's Board of Trustees, PIMC will provide a continuous investment
program for the Portfolio, including investment research and management
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with respect to all securities and investments and cash equivalents in the
Portfolio. PIMC will determine from time to time what securities and
other investments will be purchased, retained, or sold by the Portfolio.
PIMC will provide the services under this Agreement in accordance with
the Portfolio's investment objectives, policies and restrictions as stated in
the Prospectus and resolutions of the Investment Company's Board of
Trustees. PIMC 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 regulations of the Board of Governors of the Federal
Reserve System pertaining to the investment advisory activities of bank
holding companies to the same extent as if such regulations were by their
terms applicable to its activities; PIMC 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 instructions from the
Investment Company or its agent;
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(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 PIMC 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, PIMC 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 CSC, PIMC,
or any affiliated person thereof; 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
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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 PIMC 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.
4. Administration. Subject to the supervision of the Investment
Company's Board of Trustees, PIMC will provide the Portfolio with the
following administrative services in accordance with the Portfolio's
investment objectives and policies as stated in the Prospectus and
resolutions of the Investment Company's Board of Trustees.
PIMC will:
(a) Reconcile the Portfolio's daily cash and investment balances with its
custodian and determine the beginning cash balance available each day for
investment;
(b) Update the Portfolio's cash availability throughout the day as
required;
(c) Verify investment buy-sell trade tickets, maintain individual ledgers
and historical tax lots for each investment security, calculate capital gains
and losses and transmit trades to the custodian for proper settlement;
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(d) Maintain daily journals with respect to the Portfolio's investments,
Participation Certificates, income and expenses;
(e) Otherwise maintain all books and records with respect to the
Portfolio's securities transactions, keep the Portfolio's books of account
and compute the net asset value, net income and capital gains (losses) of
the Portfolio;
(f) Monitor the expense accruals and calculate the various contractual
expenses of the Portfolio;
(g) Calculate daily the weighted-average maturity, the dividend per
Participation Certificate to be declared to Participation Certificate holders,
and the yield of the Portfolio;
(h) 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;
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(i) Prepare monthly unaudited financial statements of the Portfolio,
including a:
(1) Schedule of Investments;
(2) Statements of Assets and Liabilities;
(3) Statement of Operations;
(4) Statement of Changes in Net Assets;
(5) Cash Statement; and a
(6) Schedule of Capital Gains and Losses;
(j) Act as liaison between the Investment Company and the
independent certified public accountants and provide them with detailed
account analyses, fiscal year summaries and other audit-related schedules
as requested in connection with the Portfolio;
(k) Calculate the amortized cost and the market values of the
investments of the Portfolio;
(l) Prepare a quarterly broker security transaction summary and
monthly security transaction listing;
(m) Prepare and file the Investment Company's semi-annual reports to
the SEC on Form N-SAR;
(n) Compile data for, prepare for execution by the Investment
Company, and file all of the Investment Company's Federal and state tax
returns and required tax filings;
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(o) Assist with the preparation of the Investment Company's annual and
semi-annual reports to Participation Certificate holders and its registration
statement on Form N-1A;
(p) Compile data for, prepare and file timely notices to the SEC
required pursuant to Rule 24f-2 under the 1940 Act;
(q) Monitor the Investment Company's status as a regulated investment
company under Subchapter M of the Internal Revenue Code of 1954;
(r) Arrange to maintain the Investment Company's fidelity bond
required by the 1940 Act;
(s) Determine the states in which Investment Company Participation
Certificates shall be registered or qualified for sale and, in connection
therewith, maintain the registration or qualification of the Investment
Company's Participation Certificates under the securities laws of such
states; and
(t) Have its officers available, upon reasonable notice and at reasonable
frequencies, for consultation with Trustees, officers and employees of the
Investment Company.
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The Investment Company will use its best efforts to provide PIMC such
information or other assistance as PIMC may reasonably require in order to
perform these services, including, but not limited to, information in the
possession of any other Investment Company service provider.
5. Services Not Exclusive. The investment advisory and administration
services rendered by PIMC hereunder are not to be deemed exclusive, and
PIMC shall be free to render similar services to others so long as its
services under this Agreement are not impaired thereby.
6. Books and Records. In compliance with the requirements of Rule
31a-3 under the 1940 Act, PIMC hereby agrees that all records which it
maintains for the Portfolio are the property of the Investment Company and
further agrees to surrender promptly to the Investment Company any of
such records upon the Investment Company's request. PIMC further
agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940
Act the records required to be maintained by rule 31a-1 under the 1940
Act.
7. Expenses. During the term of this Agreement, PIMC 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
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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, PIMC 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 that one and one-half percent (1.5%) of
the Portfolio's or the Short-Term Portfolio's average net assets up to $30
million and one percent (1%) of their respective average annual net assets
in excess of $30 million.
8. 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 PIMC will accept as full compensation therefore a
fee, computed daily at an annual rate of .20% of the first $250 million of
the Portfolio's average net assets, plus .15% of the next $250 million of its
average net assets, plus .10% of the next $250 million of its average net
assets, plus .08% of its average net assets over $1 billion. The fee will be
paid monthly and will be reduced by the amount necessary to reduce the
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Portfolio's ordinary operating expenses so that the Portfolio's ordinary
operating expenses do not exceed 0.30 of one percent (.30%) of the
Portfolio's average net assets for each fiscal year during the term of this
Agreement.
9. Limitation of Liability. PIMC 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 PIMC in reliance on instructions
received by PIMC from the Investment Company (including but not limited
to instructions pursuant to Paragraph 3(a) hereof), 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 PIMC in the performance of its duties or
from reckless disregard by it or its obligations and duties under this
Agreement.
10. Duration and Termination. This Agreement, unless sooner
terminated as provided herein, shall continue in effect until two years from
the date hereof. Thereafter, if not terminated, this Agreement shall
continue in effect for successive annual periods each ending on the
anniversary date hereof; provided such continuance is specifically
approved at least annually (a) by the vote of a majority of those members
of the Investment Company's Board of Trustees who are not interested
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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
Company's 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 Company's Board of
Trustees or by vote of a majority of the outstanding voting securities of the
Portfolio), or by PIMC 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.)
11. 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.
12. 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
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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
insure to the benefit of the parties hereto and their respective successors
and shall be governed by Delaware law.
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.
Attest: PLAN INVESTMENT FUND, INC.
Elliott C. Bankendorf By: DAVID M. MURDOCH
David M. Murdoch,President
[SEAL]
Attest: PROVIDENT INSTITUTIONAL MANAGEMENT
CORPORATION
John D. Silcox, Jr. By: JOHN N. PARTHEMORE
John N. Parthemore, Vice President
[SEAL]
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EXHIBIT 5(a)
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made as of February 28, 1987, between Plan Investment
Fund, Inc., a Maryland corporation (herein called the "Investment
Company"), and NEUBERGER & BERMAN, a New York limited
partnership (herein called "Investment Adviser"), registered as an
investment adviser under the Investment Advisers Act of 1940, as amended
(the "Advisers Act").
WHEREAS, the Investment Company is or within fourteen (14) days
hereof will be registered as an open-end diversified, management
investment company under the Investment Company Act of 1940, as
amended ("1940 Act"); and
WHEREAS, the Investment Adviser is a registered investment adviser
under the 1940 Act; and
WHEREAS, the Investment Company desires to retain the Investment
Adviser to furnish investment advisory services to the Short-Term Portfolio
of the Investment Company (the "Portfolio"), and the Investment Adviser
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 the
Investment Adviser to act as investment adviser to the Portfolio to manage
the investment and reinvestment of the assets of the portfolio for the period
and on the terms set
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forth in this Agreement. The Investment Adviser accepts such appointment
and agrees to furnish the services set forth in this Agreement for the
compensation provided on Schedule A attached hereto and made a part
hereof.
2. Delivery of Documents. The Investment Company has furnished or
will furnish the Investment Adviser as soon as possible with copies,
properly certified or authenticated, of each of the following:
(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 Company's Board of Trustees
authorizing the appointment of the Investment Adviser as investment
adviser with trading discretion and resolutions of the Investment
Company's Board of Trustees and Participation Certificate holders)
approving this Agreement;
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(d) The Investment Company's Registration Statement on Form N-1A
under the 1940 Act and the Securities Act of 1933, as amended, (the "1933
Act") as filed with the Securities and Exchange Commission ("SEC") (File
No. 2-99584) relating to the Investment Company Participation
Certificates and all amendments thereto;
(e) The Investment Company's Notification of Registration filed
pursuant to Section 8(a) of the 1940 Act on Form N-8A with the SEC and
all amendments thereto;
(f) The Investment Company's most recent prospectus (such prospectus,
as presently in effect and all amendments and supplements thereto are
herein called the "Prospectus"); and
(g) A Certificate certifying that this Agreement has been approved for
execution by the Investment Company by vote of a majority of the holders
of the outstanding voting securities of the Portfolio.
The Investment Company will furnish the Investment Adviser from time to
time with copies, properly certified or authenticated, of all amendments of
or supplements to the foregoing.
3. Investment Adviser. Subject to the supervision of the Investment
Company's Board of Trustees, the Investment Adviser will provide a
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continuous investment program for the Portfolio, including investment
research and management with respect to all securities and investments and
cash equivalents in the Portfolio. The Investment Adviser will determine
from time to time what securities and other investments will be purchased,
retained or sold by the Portfolio and, in the exercise of its trading
discretion, will effect all transactions in connection therewith. The
Investment Adviser shall also make recommendations regarding when and
whether the Portfolio shall enter into repurchase and reverse repurchase
agreements. The Investment Adviser will provide the services under this
Agreement in accordance with the Portfolio's investment objectives,
policies and restrictions as stated in the Prospectus and resolutions of the
Investment Company's Board of Trustees.
This Agreement shall be performed in accordance with the applicable
requirements of the 1940 Act, the Advisers Act, the 1933 Act, and the
Securities Exchange Act of 1934 and the Rules and Regulations of the SEC
under such acts.
The Investment Adviser further agrees that it:
(a) will place orders, as agent for the Investment Company, pursuant to
its investment determinations for the Portfolio either directly with any
broker or dealer with which it may lawfully execute transactions. In
placing orders with such brokers and dealers, the Investment
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Adviser will attempt to obtain the best execution of its orders;
(b) will treat confidentially and as proprietary information of the
Investment Company all records and other information relative to the
security selection of the Investment Company 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 under applicable laws and regulations, except
after prior notification to and approval in writing by the Investment
Company, which approval shall not be withheld where the Investment
Adviser 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;
(c) will comply with policies of the Investment Company that may be
designed to limit Portfolio in investments 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 instructions from the Investment Company or its agent;
and
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(d) will use its best judgment in the performance of its duties under this
Agreement.
4. Limited Administrative Duties of the Investment Adviser. The
Investment Adviser shall:
(a) furnish the Investment Company with such accounting data
concerning the investment activities of the Portfolio which are normally
kept by the Investment Adviser as shall be required to prepare and file all
periodic financial reports and returns required to be filed with the SEC and
any other regulatory agency, including but not limited to statements,
confirmations, monthly purchase and sale ledgers, statements of investment
income, calculations of the weighted-average maturity and the yield of the
Portfolio and such reports and statistical data as are reasonably requested
by the Investment Company and are contained in the normal books and
records kept with regard to the Portfolio by the Investment Adviser; and
(b) make available upon reasonable notice for consultation with the
Trustees, officers and employees of the Investment Company such
personnel as supervise investments in the Portfolio.
5. Cooperation. It is understood and agreed that the Investment Adviser
and/or its affiliated companies and persons,
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may act and may continue to act as investment adviser to other clients,
accounts and funds, and that the services to be provided hereunder
are not deemed to be exclusive. In addition, it is understood that the
individuals who participate on behalf of the Investment Adviser in the
performance of its duties under this Agreement will not necessarily devote
their full time thereto, and nothing contained herein shall be deemed to
limit or restrict their right to engage in and devote time and attention to
other businesses or to render services of whatever kind or nature.
The Investment Adviser shall deliver to the Investment Company's
Custodian oral instructions and written instructions confirming oral
instructions from an authorized person of the Investment Adviser promptly
after each execution of a purchase or sale of securities, specifying with
respect to each such purchase or sale: (a) the securities purchased or sold,
(b) the name of the issuer and title of the security, (c) the number of
shares or the principal amount purchased or sold and accrued interest, if
any, (d) the dates of purchase or sale and settlement, (e) the purchase or
sale price per unit, (f) the total amount payable upon such purchase or sale,
and (g) the name of the person to or from whom or the broker through
whom the purchase or sale was made.
6. Books and Records. In compliance with the requirements of Rule 31a-
3 under the 1940 Act, the Investment
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Adviser hereby agrees that all records which it maintains for the Investment
Company are the property of the Investment Company and further agrees
to surrender promptly to the Investment Company any of such records at
the Investment Company's request. The Investment Adviser further agrees
to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act
the records required to be maintained by Rule 31a-1 under the 1940 Act.
7. Expenses. During the term of this Agreement, the Investment Adviser
will pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of securities (including brokerage
commissions, if any) purchased for the Portfolio.
8. Limitation of Liability.
(a) In the absence of willful misfeasance, bad faith, negligence or
reckless disregard of obligations or duties hereunder on the part of the
Investment Adviser (and its partners, agents, employees, controlling
persons, and any other person or entity affiliated with the Investment
Adviser or retained by it to perform or assist in the performance of its
obligations under this Agreement) the Investment Adviser shall not be
subject to liability to the Investment Company or to any holder of a
Participation Certificate of the Investment Company for any act or
omission in the course of, or connected with,
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rendering services hereunder, including without limitation, any error of
judgment or mistake of law or for any loss suffered by any of them in
connection with the matters to which this Agreement relates, except to the
extent specified in Section 36(b) of the 1940 Act concerning loss resulting
from a breach of fiduciary duty with respect to the receipt of compensation
for services.
9. Duration and Termination. This Agreement, unless sooner terminated
as provided herein, shall continue in effect until two years from the date
hereof. Thereafter, if not terminated, this Agreement shall continue in
effect for successive annual periods each ending on the anniversary date
hereof, provided such continuance is specifically approved at least annually
(a) by the vote of a majority of those members of the Investment
Company's 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 Company's 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
Investment Company (by vote of the Investment Company's Board of
Trustees or by vote of a majority of the outstanding voting securities of the
Portfolio), or by the Investment Adviser on sixty (60) days' written notice.
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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.)
The investment advisory fee paid to the Investment Adviser in the year of
termination shall be apportioned based on the date of termination. Upon
termination and at the expense of the Investment Adviser, the Investment
Adviser (i) will deliver to its successor or, if none, to the Investment
Company, copies of all relevant books, records, correspondence, and other
data established or maintained by the Investment Adviser under this
Agreement, in form reasonably acceptable to the Investment Company,
and (ii) will cooperate in the transfer of such duties and responsibilities,
including providing assistance from the Investment Adviser's personnel in
the establishment of books, records and other data by each successor or
successors.
10. Amendment of this Agreement. This Agreement may be changed in a
writing signed by the parties hereto. Any amendment of this Agreement
requires approval, prior to the effectiveness of such amendment, (a) by
vote of a majority of those Trustees of the Investment Company who are
not parties to this Agreement or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on such
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amendment, and (b) vote of a majority of the holders 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 New York law.
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.
Attest: PLAN INVESTMENT FUND, INC.
ELLIOTT C. BANKENDORF By : DAVID M. MURDOCH
Elliott C. Bankendorf David M. Murdoch
[SEAL]
Attest: NEUBERGER & BERMAN, a New York
limited partnership
LESTER GREEN By : THERESA A. HAVELL
Lester Green Theresa A. Havell
[SEAL]
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SCHEDULE A
COMPUTATION OF INVESTMENT ADVISORY FEE
The market value of the Portfolio, including cash, shall be computed as of
the close of trading on each business day. The fee shall be computed daily
based on the last evaluation at the annual rate of :
0.30 percent of the first $50 million of
market value;
0.20 percent of the next $50 million of
market value;
0.15 percent of the next $150 million of
market value; and
0.10 percent of the balance.
The fee will be paid monthly and will be reduced by the amount necessary
to reduce the Portfolio's ordinary operating expenses so that they shall not
exceed 0.30 of one percent (.30%) of the Portfolio's average net assets for
each fiscal year during the term of this Agreement.
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EXHIBIT 8
CUSTODIAN AGREEMENT
AGREEMENT made as of February 28, 1987, by and between Plan
Investment Fund, Inc. a Maryland corporation (the "Investment Company"),
and Provident National Bank, a national banking association ("Provident").
W I T N E S S E T H :
WHEREAS, the Investment Company is registered as an open-end,
diversified, management investment company under the Investment Company
Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Investment Company desires to retain Provident to serve
as the Investment Company's custodian and Provident is willing to furnish
such services;
NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follow:
1. Appointment. The Investment Company hereby appoints Provident
to act as custodian of the portfolio securities, cash and other property
belonging to the Investment Company with respect to the classes of the
Investment Company's Participation Certificates (individually, a "PC" and,
collectively, "PCs"), $.001 par value per PC ("Investment Company PCs"),
known as the class of Money Market Portfolio PCs and the class of Short-
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Term Portfolio PCs, for the period and on the terms set forth in this
Agreement. Provident accepts such appointment and agrees to furnish the
services herein set forth in return for the compensation as provided in
Paragraph 18 of this Agreement. The Investment Company, at its option,
may also appoint Provident as custodian of the Investment Company
hereunder with respect to any other class of Investment Company PCs from
time to time created, but Provident shall not be required to accept any such
appointment. The Investment Company's class of Money Market Portfolio
PCs and class of Short-Term Portfolio PCs, together with any other class or
classes of Investment Company PCs with respect to which Provident accepts
an appointment hereunder as custodian, are hereunder referred to collectively
as "Portfolios" and individually as a "Portfolio". Provident agrees to comply
with all relevant provisions of the 1940 Act and application rules and
regulations thereunder.
2. Delivery of Documents. The Investment Company has furnished,
or will furnish as soon as possible, Provident with copies properly certified
or authenticated of each of the following:
(a) Resolutions of the Investment Company's Board of Trustees
authorizing the appointment of Provident as custodian of the Portfolios'
securities, cash and other property belonging to the Investment Company and
approving this Agreement;
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(b) Appendix A identifying and containing the signatures of the
Authorized Persons of the Investment Company authorized to give Oral
Instructions and sign Written Instructions, as hereinafter defined, on behalf
of the Investment Company;
(c) The Investment Company's Articles of Incorporation 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 from time to time shall be amended, are herein called the
"Charter");
(d) The Investment Company's Bylaws (such Bylaws, as presently in effect
and as they shall from time to time shall be amended, are herein called the
"Bylaws");
(e) Resolutions of the Investment Company's Board of Trustees
authorizing the appointment of Provident Institutional Management
Corporation ("PIMC") as a servicing agent for the Investment Company and
approving the Investment Advisory and Service Agreement between PIMC
and the Investment Company dated as of February 28, 1987 (the "PIMC
Agreement") and the Service Agreement between PIMC and the Investment
Company dated as of February 28, 1987;
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(f) Resolutions of the Investment Company's Board of Trustees appointing
Provident Institutional Management Corporation ("Money Market
Investment Adviser") as investment adviser for the Investment Company's
Money Market Portfolio pursuant to the PIMC Agreement and Neuberger &
Berman, a New York limited partnership ("Short-Term Investment
Adviser") as investment adviser for the Investment Company's Short-Term
Portfolio and resolutions of the Investment Company's Board of Trustees and
PC holder approving the investment advisory agreement between the Money
Market Investment Adviser and the Investment Company as set forth in the
PIMC Agreement (the "Money Market Investment Advisory Agreement")
and the Investment Advisory Agreement between the Short-Term Investment
Adviser and the Investment Company dated as of February 28, 1987 (the
"Short-Term Investment Advisory Agreement");
(g) The Investment Company's Notification of Registration filed pursuant
to Section 8(a) of the 1940 Act on Form N-8A under the 1940 Act as filed
with the Securities and Exchange Commission ("SEC");
(h) The Investment Company's Registration Statement on Form N-1A
under the Securities Act of 1933, as amended ("the 1933 Act") and the 1940
Act, as filed with the SEC relating to the Investment Company PCs; and
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(i) The Investment Company's 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 Provident from time to time with
copies, properly certified or authenticated, of all amendments of or
supplements to the foregoing, if any.
3. Definitions.
(a) "Authorized Person(s)". As used in this Agreement, the term
"Authorized Person(s)" means the President, Vice President and Treasurer of
the Investment Company and any other person, whether or not any such
person is an Officer or employee of the Investment Company, duly
authorized by the Board of Trustees of the Investment Company to give Oral
Instructions and Written Instructions on behalf of the Investment Company
and listed on the Certificate annexed hereto as Appendix A or any
amendment thereto as may be received by Provident from time to time.
(b) "Book-Entry System". As used in this Agreement, the term
"Book-Entry System" means the Federal Reserve Treasury book-entry
system for United States and federal agency securities, its successor or
successors and its nominee or nominees.
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(c) "Depository". As used in this Agreement, the term "Depository"
means a clearing agency registered with the SEC under Section 17A
of the Securities Exchange Act of 1934, as amended (the "1934 Act"), which
acts as a depository.
(d) "Oral Instruction(s)". As used in this Agreement, the term "Oral
Instruction(s)" means verbal instruction actually received by Provident from
an Authorized Person or from a person reasonably believed by Provident to
be an Authorized Person. The Investment Company agrees to deliver to
Provident, at the time and in the manner specified in Paragraph 8(b) of this
Agreement, Written Instructions confirming Oral Instructions.
(e) "Property". The term "Property", as used in this Agreement, means:
(i) any and all securities and other property which the Investment
Company may from time to time deposit, or cause to be deposited, with
Provident or which Provident may from time to time hold for the Investment
Company;
(ii) all income in respect of any of such securities or other
property;
(iii) all proceeds of the sale of any of such securities or other
property; and
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(iv) all proceeds of the sale of securities issued by the Investment
Company, which are received by Provident from time to time or on behalf of the
Investment Company.
(f) "Written Instruction(s)". As used in this Agreement, the term
"Written Instruction(s)" means written instruction delivered by mail, telegram,
cable, telex or facsimile sending device, and received by Provident and signed
by an Authorized Person unless otherwise required by a resolution of the Board
of Trustees furnished to Provident pursuant to Paragraph 2 hereof.
4. Delivery and Registration of the Property. The Investment Company will
deliver or cause to be delivered to Provident all securities and all monies
owned by it, including cash received for the issuance of its PCs, at any time
during the period of this Agreement. Provident will not be responsible for
such securities and such monies until actually received by it. All securities
delivered to Provident (other than in bearer form) shall be registered in the
name of the Investment Company or in such other manner as shall be in
compliance with the 1940 Act or in the name of any subcustodian or any
nominee of any such subcustodian appointed pursuant to Paragraph 6 hereof
or shall be properly endorsed in form for transfer satisfactory to Provident.
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5. Receipt and Disbursement of Money.
(a) Provident shall open and maintain a separate custodian account or
accounts for each Portfolio in the name of the Investment Company,
subject only to draft or order by Provident acting pursuant to the terms of
this Agreement, and shall hold in such account or accounts, subject to the
provisions hereof, all cash received by it from or for the account of each
Portfolio. Provident shall make payments of cash to, or for the account of,
each Portfolio from such cash only (i) for the purchase of securities for each
Portfolio as provided in Paragraph 12 hereof; (ii) for the redemption of
Investment Company PCs; (iii) upon receipt of Written Instructions, for the
payment of interest, dividends, taxes, management fees or expenses which
are to be borne by each Portfolio under the terms of this Agreement and any
Subcustodian Agreement to which the Investment Company is a party, the
PIMC Agreement, the Short-Term Investment Advisory Agreement and the
Transfer Agency Agreement; (iv) upon receipt of Written Instructions, for
payments in connection with the conversion, exchange or surrender of
securities owned or subscribed to by each Portfolio and held by or to be
delivered to Provident; (v) to a subcustodian pursuant to Paragraph 6 hereof;
or (vi) upon receipt of Written Instructions, for other proper Investment
Company purposes. No payment pursuant to (i) above shall be made unless
Provident has received a copy of the broker's or dealer's confirmation of the
payee's invoice, as appropriate.
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(b) Provident is hereby authorized to endorse and collect all checks,
drafts or other orders for the payment of money received as custodian for the
account of each Portfolio.
6. Receipt of Securities.
(a) Except as provided by Paragraph 7 hereof, Provident shall hold and
physically segregate in a separate account, identifiable at all times from
those of any other persons, firms, or corporations, all securities and non-cash
property received by it for the account of each Portfolio. All such securities
and non-cash property are to be held or disposed of by Provident for each
Portfolio pursuant to the terms of this Agreement. In the absence of Written
Instructions accompanied by a certified resolution of the Investment
Company's Board of Trustees authorizing the transaction, Provident shall
have no power or authority to withdraw, deliver, assign, hypothecate, pledge
or otherwise dispose of any such securities and investments except in
accordance with the express terms provided for in this Agreement. In no
case may any Trustee, Officer, employee or agent of the Investment
Company withdraw any securities. In connection with its duties
under this Paragraph 6, Provident may enter into subcustodian agreements
with other banks or trust companies for the receipt of certain securities and
cash to be held by Provident for the account of each Portfolio pursuant to
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this Agreement; provided that each such bank or trust company has an
aggregate capital, surplus and undivided profits, as shown by its last
published report, of not less than fifty million dollars ($50,000,000) and that
such bank or trust company agrees with Provident to comply with all relevant
provisions of the 1940 Act and applicable rules and regulations thereunder.
Provident shall remain responsible for the performance of all its duties under
this Agreement and shall hold the Investment Company harmless from the
acts and omissions of any bank or trust company that it might choose
pursuant to this Paragraph 6 except that Provident shall not be liable for any
loss resulting from, or caused by, the direction of the Investment Company to
maintain custody of any Property in a foreign country including, but not
limited to, losses resulting from nationalization, expropriation, currency
restrictions or acts of war or terrorism.
(b) Promptly after the close of business each day, Provident shall furnish
the Investment Company with confirmations, where available, and a summary
of all transfers to or from the account of each Portfolio during said day.
Where securities are transferred to an account of a Portfolio established
pursuant to Paragraph 7 hereof, Provident shall also by book entry or
otherwise identify as belonging to the Portfolio the quantity of securities in
a fungible bulk of securities registered in the name of Provident (or its
nominee) or shown in Provident's account on the books of the Book-Entry
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System. At least monthly and from time to time upon request of the
Investment Company, Provident shall furnish the Investment Company with a
detailed statement of the Property held for each Portfolio under this
Agreement.
7. Use of Book-Entry System and Depository. Prior to using the Book-
Entry System and Depository, the Investment Company shall deliver to
Provident certified resolutions of the Board of Trustees of the Investment
Company (i) approving, authorizing and instructing Provident on a
continuous and on-going basis until instructed to the contrary by Oral
Instructions or Written Instructions actually received by Provident (a) to
deposit in the Book-Entry Systems all securities belonging to each Portfolio
eligible for deposit therein and (b) to utilize the Book-Entry System to the
extent possible in connection with settlements of purchases and sales of
securities by the Investment Company, and deliveries and returns of
securities loaned, subject to repurchase or reverse repurchase agreements or
used as collateral in connection with borrowings; and (ii) approving,
authorizing and instructing Provident on a continuing and on-going
basis until instructed to the contrary by Oral Instructions or Written
Instructions actually received by Provident to deposit with a Depository all
securities of the Investment Company eligible for deposit therewith. Without
limiting the generality of such use, it is agreed that the following provisions
shall apply thereto:
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(a) Securities and any cash of the Investment Company deposited in the
Book-Entry System or with a Depository will at all times be segregated from
any assets and cash collected by Provident in other than a fiduciary or
custodian capacities. Provident will pay out money only upon receipt of
securities and will deliver securities only upon the receipt of money;
(b) All books and records maintained by Provident which relate to the
Investment Company's participation in the Book-Entry System or use of a
Depository will at all times during Provident's regular business hours be open
to the inspection of the Investment Company's duly authorized employees or
agents, and the Investment Company will be furnished promptly with all
information in respect of the services rendered to it as it may require; and
(c) Provident will provide the Investment Company with copies of any
report obtained by Provident on the system of internal accounting control of
the Book-Entry System or the Depository within ten (10) days after receipt
of such a report by Provident. Provident will also provide the Investment
Company with such reports on its own system of internal control as the
Investment Company may reasonably request from time to time.
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8. Instructions Consistent with Charter, etc.
(a) Unless otherwise provided in this Agreement, Provident shall act only
upon Oral Instructions and Written Instructions. Although Provident may
take cognizance of the provisions of the Charter and Bylaws of the
Investment Company, Provident may assume that any Oral Instructions or
Written Instructions received thereunder are not in any way inconsistent with
any provisions of such Charter of Bylaws or any vote, resolution or
proceeding of the PC holders, or of the Board of Trustees, or of any
committee thereof.
(b) Provident shall be entitled to rely upon any Oral Instructions
and any Written Instructions actually received by Provident pursuant to this
Agreement. The Investment Company agrees to forward to Provident
Written Instructions confirming Oral Instructions in such manner that the
Written Instructions are received by Provident, whether by hand delivery,
telex, facsimile sending device or otherwise, by the close of the business of
the same day such Oral Instructions are given to Provident. The Investment
Company agrees that the fact that such confirming Written Instructions are
not received by Provident shall in no way affect the validity of the
transactions or enforceability of the transactions authorized by the
Investment Company by giving Oral Instructions. The Investment Company
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agrees that Provident shall incur no liability to the Investment Company in
acting upon Oral Instructions given to Provident hereunder concerning such
transactions, provided such instructions reasonably appear to have been
received from an Authorized Person.
9. Transactions Not Requiring Instructions. In the absence of contrary
Written Instructions Provident is authorized to take the following action:
(a) Collection of Income and Other Payments. Provident shall:
(i) collect and receive for the account of each Portfolio all income
and other payments and distributions, including (without limitation) stock
dividends, rights, warrants and similar items, included or to be included in
the Property, and promptly advise the Investment Company of such receipt
and shall credit such income, as collected, to the Investment Company's
custodian account;
(ii) endorse and deposit for collection, in the name of each
Portfolio, checks, drafts, or other orders for the payment of money on the
same day as received;
(iii) receive and hold for the account of each Portfolio all securities
as a result of a stock dividend, share split-up or reorganization,
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recapitalization, readjustment or other rearrangement or distribution of rights
or similar securities issued with respect to any portfolio securities belonging
to the Investment Company held by Provident hereunder;
(iv) present for payment and collect the amount payable upon all
securities which may mature or be called, redeemed, or retired, or otherwise
become payable on the date such securities become payable; and
(v) take any action which may be necessary and proper in
connection with the collection and receipt of such income and other
payments and the endorsement for collection of checks, drafts, and other
negotiable instruments.
(b) Miscellaneous Transactions. Provident is authorized to deliver or
cause to be delivered Property against payment or other consideration or
written receipt therefor in the following cases:
(i) for examination by a broker selling for the account of the
Investment Company in accordance with street delivery custom;
(ii) for the exchange of interim receipts or temporary securities for
definitive securities;
(iii) for transfer of securities into the name of the Investment
Company or Provident or nominee of either, or for exchange of securities for
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a different number of bonds, certificates, or other evidence, representing the
same aggregate face amount or number of units bearing the same interest
rate, maturity date and call provisions, if any; provided that, in any such
case, the new securities are to be delivered to Provident; and
(iv) for obligations under Reverse Repurchase Agreements.
10. Transactions Requiring Instructions. Upon receipt of Oral Instructions
or Written Instructions and not otherwise, Provident, directly or through the
use of the Book-Entry System, shall:
(a) execute and deliver to such persons as may be designated in such Oral
Instructions or Written Instructions, proxies, consents, authorizations, and
any other instruments whereby the authority of the Investment Company as
owner of any securities may be exercised;
(b) deliver any securities held for the Investment Company against receipt
of other securities or cash issued or paid in connection with the liquidation,
reorganization, refinancing, merger, consolidation or recapitalization of any
corporation, or the exercise of any conversion privilege;
(c) deliver any securities held for the Investment Company to any
protective committee, reorganization committee or other person in
connection with the reorganization, refinancing, merger, consolidation,
recapitalization or sale of assets of any corporation, and receive and hold
under the terms of this Agreement such certificates of deposit, interim
receipts of other instrument or documents as may be issued to it to evidence
such delivery;
(d) make such transfers or exchanges of the assets of the Investment
Company and take such other steps as shall be stated in said Oral Instructions
or Written Instructions to be for the purpose of effectuating any duly
authorized plan of liquidation, reorganization, merger, consolidation or
recapitalization of the Investment Company; and
(e) release securities belonging to the Investment Company to any bank or
trust company for the purpose of pledge or hypothecation to secure any loan
incurred by the Investment Company; provided, however, that securities
shall be released only upon payment to Provident of the monies borrowed,
except that in cases where additional collateral is required to secure a
borrowing already made, subject to proper prior authorization, further
securities may be released for that purpose; and pay such loan upon
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redelivery to it of the securities pledged or hypothecated therefor and upon
surrender of the note or notes evidencing the loan.
11. Segregated Accounts. Provident shall upon receipt of Oral
Instructions or Written Instructions establish and maintain a segregated
account or accounts on its records for and on behalf of each Portfolio, into
which account or accounts may be transferred cash and /or securities,
including securities in the Book-Entry System or with a Depository (i) for the
purposes of compliance by the Investment Company with the procedures
required by the Investment Company Act Release No. 10666, or any
subsequent release or releases of the SEC relating to the maintenance of
segregated accounts by registered investment companies and (ii) for other
proper corporate purposes, but only, in the case of clause (ii), upon
receipt of Written Instructions.
12. Purchases of Securities. The Investment Company shall use its best
efforts to contract with the Money Market Investment Adviser and the
Short-Term Investment Adviser to cause each of them to deliver to
Provident Oral Instructions, promptly after each decision to purchase: (a)
the Portfolio for which the purchase was made, (b) the name of the issuer
and the title of the security, (c) the number of shares or the principal amount
purchased and accrued interest, if any, (d) the date of purchase and
settlement, (e) the purchase price per unit, (f) the total amount payable upon
such purchase and (g) the name of the person from whom or the broker
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through whom the purchase was made. Provident, or a subcustodian
appointed pursuant to Paragraph 6 hereof, shall upon receipt of securities
purchased by or for a Portfolio pay out of the monies held for the account of
said Portfolio the total amount payable to the person from whom or the
broker through whom the purchase was made, provided that the same
conforms to the total amount payable as specified in such Oral Instructions.
13. Sales of Securities. The Investment Company shall use its best efforts to
contract with Money Market Investment Adviser and the Short-Term
Investment Adviser to deliver to Provident Oral Instructions, promptly after
each decision to sell securities, specifying with respect to each such sale:
(a) the Portfolio for which the sale was made, (b) the name of the issuer and
the title of the security, (c) the number of shares or principal amount sold,
and accrued interest, if any, (d) the date of sale and settlement, (e) the sale
price per unit, (f) the total amount payable to the Investment Company upon
such sale, and (g) the name of the person to whom or the broker through whom
the sale was made. Provident, or a subcustodian appointed pursuant to
Paragraph 6 hereof, shall deliver the securities upon receipt of the total
amount payable to the Portfolio upon such sale, provided that the same
conforms to the total amount payable as specified in such Oral Instructions.
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Subject to the foregoing, Provident may accept payment in such form as shall
be satisfactory to it, and may deliver securities and arrange for payment in
accordance with the customs prevailing among dealers in securities.
14. Reports. Provident shall furnish the Investment Company with the
following reports:
(a) such periodic and special reports as the Investment Company may
reasonably request;
(b) a monthly statement summarizing all transactions and entries for the
account of each Portfolio;
(c) a monthly report of portfolio securities belonging to each Portfolio
showing the adjusted average cost of each issue and the market value at
the end of such month;
(d) a monthly report of the cash account of each Portfolio showing
disbursements;
(e) the reports required to be furnished to the Investment Company
pursuant to Rule 17f-4;
(f) required by or data requested by state insurance commissioners, if any;
and
(g) such other information as may be agreed upon from time to time
between the Investment Company and Provident.
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15. Cooperation With Accountants. Provident shall cooperate with the
Investment Company's independent public accountants and shall take all
reasonable action in the performance of its obligations under this Agreement
to assure that the necessary information is made available to such
accountants for the expression of their unqualified opinion, including but not
limited to the opinion in the Investment Company's annual report to its PC
holders.
16. Right to Receive Advice.
(a) Advice of the Investment Company. If Provident shall be in doubt as
to any action to be taken or omitted by it, it may request, and shall receive,
from the Investment Company directions or advice, including Oral
Instructions or Written Instructions where appropriate.
(b) Advice of Counsel. If Provident shall be in doubt as to any question
of law involved in any action to be taken or omitted by Provident, it may
request advice at its own cost from counsel of its own choosing (who may be
counsel for the Money Market Investment Adviser, the Short-Term Portfolio
Investment Adviser, the Investment Company or Provident, at the option of
Provident).
(c) Conflicting Advice. In case of conflict between directions, advice,
Oral Instructions or Written Instructions received by Provident pursuant to
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subparagraph (a) of this paragraph and advice received by Provident
pursuant to subparagraph (b) of this paragraph, Provident shall be entitled to
rely on and follow the advice received pursuant to the latter provision alone.
(d) Protection of Provident. Provident shall be protected in any action or
inaction which it takes in reliance on any directions, advice, Oral
Instructions or Written Instructions received pursuant to subparagraphs (a) or
(b) of this paragraph which Provident, after receipt of any such directions,
advice, Oral Instructions or Written Instructions, in good faith believes to be
consistent with such directions, advice, Oral Instructions or Written
Instructions, as the case may be. However, nothing in this paragraph shall be
construed as imposing upon Provident obligations (i) to seek such directions,
advice, Oral Instructions or Written Instructions, or (ii) to act in accordance
with such directions, advice, Oral Instructions or Written Instructions when
received, unless, under the terms of another provision of this Agreement, the
same is a condition to Provident's properly taking or omitting to take such
action. Nothing in this subsection shall excuse Provident when an action or
omission on the part of Provident constitutes willful misfeasance, bad faith,
negligence or reckless disregard by Provident of any duties, obligations or
responsibilities not expressly provided for in this Agreement or Provident's
negligent failure to perform its duties expressly provided for in this
Agreement.
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17. Compliance with Governmental Rules and Regulations. The Investment
Company assumes full responsibility for insuring that the contents of each
prospectus of the Investment Company complies with all applicable
requirements of the 1933 Act, the 1940 Act, and any laws, rules and
regulations of governmental authorities having jurisdiction.
With respect to its duties and obligations under this Agreement and at no
additional expense to the Investment Company, Provident agrees to comply
at all times and in all respects with all applicable requirements of the 1933
Act, the 1934 Act, the 1940 Act and any laws, rules and regulations of
governmental authorities having jurisdiction, including any amendments or
successors to such laws.
18. Compensation. As sole compensation for the services rendered by
Provident during the term of this Agreement, the Investment Company will
pay to Provident such monthly fees as the parties may agree upon from time
to time in writing.
19. Indemnification. The Investment Company, as sole owner of the
Property, agrees to indemnify and hold harmless Provident and its nominees
from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, liabilities arising under the 1933 Act, the
Securities Exchange Act of 1934, the 1940 Act, and any state and foreign
securities and blue sky laws, all as or to be amended from time to time),
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including (without limitation) reasonable attorneys' fees and disbursements,
arising directly or indirectly from any action or thing which Provident takes
or does or omits to take or do (i) at the request or on the direction of or in
reliance on the advice of the Investment Company or (ii) upon Oral
Instructions or Written Instructions, provided, that neither Provident nor any
of its nominees shall be indemnified against any liability to the Investment
Company or to its PC holders (or any expenses incident to such liability)
arising out of (x) Provident's or such nominee's own willful misfeasance, bad
faith or negligence or reckless disregard of its duties in connection with the
performance of any duties, obligations or responsibilities not expressly
provided for in this Agreement or (y) Provident's or such nominee's own
negligent failure to perform its duties expressly provided for in this
Agreement or otherwise agreed to by Provident in writing.
20. Responsibility of Provident. Provident shall be under no duty to
take any action on behalf of the Investment Company except as specifically
set forth herein or as may be specifically agreed to by Provident in writing.
In the performance of its duties hereunder, Provident shall be obligated to
exercise care and diligence and to act in good faith and to use its best
efforts within reasonable limits to ensure the accuracy and completeness of all
services performed under this Agreement. Provident shall be responsible for
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its own negligent failure to perform duties under this Agreement, but to the
extent that duties, obligations and responsibilities are not expressly set
forth in this Agreement, Provident shall not be liable for any act or omission
which does not constitute willful misfeasance, bad faith or negligence on the
part of Provident or reckless disregard of such duties, obligations and
responsibilities. Without limiting the generality of the foregoing or of any
other provision of this Agreement, Provident shall not be under any duty or
obligation to inquire into and shall not be liable for or in respect of (a) the
validity or invalidity or authority or lack thereof of any Oral Instruction or
Written Instruction, notice or other instrument which conforms to the
applicable requirements of this Agreement, if any, and which Provident
reasonably believes to be genuine; (b) the validity or invalidity of the
issuance of any securities included or to be included in the Property, the
legality or illegality of the purchase of such securities, or the propriety or
impropriety of the amount paid therefor; (c) the legality or illegality of the
sale (or exchange) of any Property or the propriety or impropriety of the
amount for which such Property is sold (or exchanged); or (d) delays or errors
or loss of data occurring by reason of circumstances beyond Provident's control
(provided Provident has taken reasonable precautions), including acts of civil
or military authority, national emergencies, labor difficulties, fire,
mechanical breakdown, flood or catastrophe, acts of God, insurrection, war,
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riots or failure of the mails, transportation, communication or power supply.
Provident shall not be under any duty or obligation to ascertain whether any
Property at any time delivered to or held by it may properly be held by or for
the Investment Company, and provided further that in the event of computer
malfunctions or any other matter reasonably within its control, Provident is
using its best efforts to correct any difficulties. Provident shall not be
under any duty or obligation to ascertain whether any Property at any time
delivered to or held by it may properly be held by or for the Investment
Company.
21. Collections. All collections of monies or other property in respect,
or which are to become part, of the Property (but not the safekeeping thereof
upon receipt by Provident) shall be at the sole risk of the Investment
Company. In any case in which Provident does not receive any payment due
the Investment Company within a reasonable time after Provident has made
proper demands for the same, it shall so notify the Investment Company in
writing, including copies of all demand letters, any written responses
thereto, and memoranda of all oral responses thereto and to telephonic demands,
and await instructions from the Investment Company. Provident shall not be
obliged to take legal action for collection unless and until reasonably
indemnified to its satisfaction. Provident shall also notify the Investment
Company as soon as reasonably practicable whenever income due on
securities is not collected in due course.
22. Duration and Termination. This Agreement shall continue until
termination by the Investment Company on sixty (60) days' written notice or
by Provident on ninety (90) days' written notice. Upon any termination of
this Agreement, pending appointment of a successor to Provident by the
Investment Company or vote of the PC holders of the Investment Company
to dissolve or to function without a custodian of its cash, securities or other
property, Provident shall not deliver cash, securities or other property of the
Investment Company to the Investment Company, but may deliver them to a
bank or trust company of its own selection having an aggregate capital,
surplus and undivided profits, as shown by its last published report of not
less than fifty million dollars ($50,000,000) as a custodian for the Investment
Company to be held under terms similar to those of this Agreement,
provided, however, that Provident shall not be required to make any such
delivery or payment until full payment shall have been made by the
Investment Company of all liabilities constituting a charge on or against the
properties of the Investment Company then held by Provident or on or
against Provident and until full payment shall have been made to Provident of
all of its fees, compensation, costs and expenses, subject to the provisions of
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Paragraph 18 of this Agreement, providing disputed amounts are provided
for.
At such time and at the expense of Provident, Provident (i) will deliver to
its successor or, if none, to the Investment Company, copies of those reports
and records listed in Paragraph 14 of this Agreement and all cash, securities
(other than securities held in the Book-Entry Systems which cannot be
delivered to the Investment Company) or other property of the Investment
Company, including all other relevant books, records, correspondence, and
other data established or maintained by Provident under this Agreement, in
form reasonably acceptable to the Investment Company, and (ii) will
cooperate in the transfer of such duties and responsibilities.
23. Notices. All notices and other communications, including Written
Instructions (collectively referred to as "Notice" or "Notices" in this
paragraph,) hereunder shall be in writing or by confirming telegram, cable,
telex or facsimile sending device. Notices shall be addressed (a) if to
Provident at Provident's address, 17th and Chestnut Streets, Philadelphia,
Pennsylvania 19103, marked for the attention of the Custodian Services
Department (or its successor); (b) if to the Investment Company to the
attention of David M. Murdoch, at the address of the Investment Company,
676 St. Clair Street, Chicago, Illinois 60611; or (c) if to neither of the
foregoing, at such other address as shall have been provided by such
recipient to the sender of any such Notice or other communication. If the
location of the sender of a Notice and the address of the addressee thereof
are, at the time of sending, more than one hundred (100) miles apart, the
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Notice may be sent by first-class mail, in which case it shall be deemed to
have been given five (5) days after it is sent, or if sent by confirming
telegram, cable, telex or facsimile sending device, it shall be deemed to have
been given immediately, and, if the location of the sender of a Notice and the
address of the addressee thereof are, at the time of sending, not more than
one hundred (100) miles apart, the Notice may be sent by first-class mail, in
which case it shall be deemed to have been given three (3) days after it is
sent, or if sent by messenger, it shall be deemed to have been given on that
day it is delivered, or if sent by confirming telegram, cable, telex, or
facsimile sending device, it shall be deemed to have been given immediately.
All postage, cable, telegram, telex and facsimile sending device charges
arising from the sending of a Notice hereunder shall be paid by the sender.
For the purpose of Notices, any party from time to time may change
its address by a Notice specifying a new address, but no such change shall be
deemed to have been given until the Notice of change is actually received by
the party sought to be charged with the contents.
24. Further Actions. Each party agrees to perform such further acts and
execute such further documents as are reasonably necessary to effectuate the
purpose hereof.
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25. Amendments. This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
26. Assignment. This Agreement and the performance hereunder may be
assigned by Provident to an affiliate or wholly owned subsidiary of it or PNC
Financial Corp without the Investment Company's consent but with at least
thirty (30) days' prior written notice to the Investment Company; provided,
however, that such assignee shall have an aggregate capital, surplus and
undivided profits of not less than $50 million and shall be a custodian within
the meaning of the 1940 Act.
27. CSC Information. Pursuant to Section 9 of the Administration
Agreement (the "Administration Agreement") dated February 28, 1987
between Health Plans Capital Services Corp., a Delaware corporation
("CSC") and the Investment Company, Provident shall furnish or otherwise
make available to CSC such information relating to the business affairs of the
Investment Company as CSC at any time, or from time to time, reasonably
requests in order for CSC to discharge its obligation under the
Administration Agreement.
28. Counterparts. This agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one (1) instrument.
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29. Miscellaneous. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to the subject matter hereof,
provided that the parties hereto may embody in one or more separate
documents their agreement, if any, with respect to delegated and/or Oral
Instructions. The captions in the 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. This Agreement shall be
deemed to be a contract made in Pennsylvania and governed by
Pennsylvania law. 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
and shall inure to the benefit of the parties hereto and their respective
successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their officer designated below on the day and year first
above written.
[SEAL] PLAN INVESTMENT FUND, INC.
Attest: ELLIOTT C. BANKENDORF By DAVID M. MURDOCH
Elliott C. Bankendorf David M. Murdoch
Its President
[SEAL] PROVIDENT NATIONAL BANK
Attest: JOHN L. SILCOX, JR. By CLAYTON H. BURTON III
John L. Silcox, Jr. Clayton H. Burton III
Its Vice President
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APPENDIX A
AUTHORIZED PERSONS
Listed below are the names, titles and signatures of the Authorized Persons
of the Investment Company authorized to give Oral Instructions and sign
Written Instructions on behalf of the Investment Company:
1. Name:
Entity and Title:
Signature:
2. Name:
Entity and Title:
Signature:
3. Name:
Entity and Title:
Signature:
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Mr. David M. Murdoch
Plan Investment Fund, Inc.
676 St. Clair
Chicago, Illinois 60611
Gentleman:
Pursuant to Paragraph 18 of the Custodian Agreement dated February 28,
1987 between Provident National Bank ("Provident") and Plan Investment
Fund, Inc. (the "Investment Company"), we have agreed that the Investment
Company will pay Provident a fee computed daily and paid monthly, equal to
.025% per year of the first $5 million of the Investment Company's average
gross assets for such year (based on the average of the assets included in the
Investment Company's net asset value on each day in such month that such
value is calculated), .020% per year of the average gross assets of the next
$5 million, .015% per year of the average gross assets of the next $10
million, .010% per year of the average gross assets of the next $10 million,
and .008% per year of the average gross assets in excess of $30 million, plus
$10.00 for each purchase, sale or maturity transaction with an annual
minimum of $5,000. The Investment Company agrees to reimburse
Provident for out-of-pocket expenses relating to such services, including, but
not limited to, telephone lines and terminals required by other contractors to
access Provident data available on line.
If the foregoing accords with your understanding of our agreement, please
evidence your concurrence by signing and dating this letter at the place
indicated below and return this letter to Provident.
Sincerely,
Provident National Bank
By: CLAYTON H. BURTON III
Clayton H. Burton III
Plan Investment Fund, Inc.
By: DAVID M. MURDOCH
David M. Murdoch
Date: February 28, 1987
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AMENDMENT TO CUSTODIAN AGREEMENT
This Amendment, dated as of the 26th day of April, 1995, is entered into
between PLAN INVESTMENT FUND, INC. (the "Investment Company"),
a Maryland corporation, and PNC BANK, NATIONAL ASSOCIATION
(formerly, Provident National Bank) ("PNC Bank"), a national banking
association.
WHEREAS, the Investment Company and PNC Bank have entered into a
Custodian Agreement dated as of February 28, 1987 (the "Custodian
Agreement") pursuant to which the Investment Company appointed PNC
Bank to act as custodian of the portfolio securities, cash and other property
belonging to the Investment Company with respect to its Money Market
Portfolio and Short-Term Portfolio;
WHEREAS, the Investment Company desires to retain PNC Bank to serve
as the Investment Company's custodian with respect to participation
certificates of its Government/REPO Portfolio (the "Portfolio");
WHEREAS, PNC Bank has notified the Investment Company that it is
willing to serve as custodian for the Portfolio; and
WHEREAS, the Investment Company's Board of Trustees has approved
this Amendment and PNC Bank has been provided with a certified copy of a
resolution to that effect.
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree to as follows:
1. Appointment. Paragraph 1 of the Custodian Agreement is hereby
amended and restated in its entirety as follows:
1. Appointment. The Investment Company hereby appoints PNC
Bank, National Association (formerly, Provident National Bank and referred
to in this Agreement as "Provident" or "PNC Bank") to act as custodian of
the portfolio securities, cash and other property belonging to the Investment
Company with respect to the classes of the Investment Company's
Participation Certificates (individually, a "PC" and, collectively, "PCs"),
$.001 par value per PC ("Investment Company PCs"), known as the class of
Money Market Portfolio PCs, and the class of Short-Term Portfolio
PCs, and the class of Government/REPO Portfolio PCs, for the period and
on the terms set forth in this Agreement. PNC Bank accepts such
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appointment and agrees to furnish the services herein set forth in return for
the compensation as provided in Paragraph 18 of this Agreement. The
Investment Company, at its option, may also appoint PNC Bank as custodian
of the Investment Company hereunder with respect to any other class of
Investment Company PCs from time to time created, but PNC Bank shall not
be required to accept any such appointment. The Investment Company's
class of Money Market Portfolio PCs, class of Short-Term Portfolio PCs,
and class of Government/REPO Portfolio PCs, together with any other class
or classes of Investment Company PCs with respect to which PNC Bank
accepts an appointment hereunder as custodian, are hereunder referred to
collectively as "Portfolios" and individually as a "Portfolio". PNC Bank
agrees to comply with all relevant provisions of the 1940 Act and applicable
rules and regulations thereunder.
2. Notices. Notices addressed to PNC Bank shall be addressed to it at its
offices at the Airport Business Center addressed to it at its offices at the
Airport Business Center, International Court 2, 200 Stevens Drive, Lester,
PA 19113, marked for the attention of the Custodian Services Department
(or its successor).
3. Miscellaneous. Except to the extent amended and supplemented hereby,
the Custodian Agreement shall remain unchanged and in full force and effect
and is hereby ratified and confirmed in all respects as amended and
supplemented hereby.
IN WITNESS WHEREOF, the undersigned have executed this
Amendment as of the date and year first above written.
PLAN INVESTMENT FUND, INC.
By: PHILIP A. GOSS
Philip A. Goss
Title: President and Chief
Executive Officer
PNC BANK, NATIONAL ASSOCIATION
By: JOHN N. PARTHEMORE
John N. Parthemore
Title: Vice President
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EXHIBIT 8(a)
TRANSFER AGENCY AGREEMENT
AGREEMENT made as of February 28, 1987, by and between Plan
Investment Fund, Inc., a Maryland corporation ( the "Investment
Company"), and Provident Financial Processing Corporation, a Delaware
corporation ("PFPC"), which is an indirect, wholly owned subsidiary of
PNC Financial Corp.
WITNESSETH:
WHEREAS, the Investment Company is registered as an open-end,
diversified, management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Investment Company desires to retain PFPC to serve as the
Investment Company's transfer agent, registrar and dividend disbursing
agent, and PFPC is willing to 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 PFPC to serve
as transfer agent, registrar and dividend disbursing agent for the Investment
Company with respect to the classes of the Investment Company's
Participation Certificates (individually, a "PC" and, collectively, "PCs"),
$.001 par
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value per PC ("Investment Company PCs"), known as the class of
Money Market Portfolio PCs and the class of Short-Term Portfolio PCs for
the period and on the terms set forth in this Agreement. PFPC accepts such
appointment and agrees to furnish the services herein set forth in return for
the compensation as provided in Paragraph 16 of this Agreement. The
Investment Company, at its option, may also appoint PFPC to serve as
transfer agent, registrar and dividend disbursing agent for the Investment
Company hereunder with respect to any other class of Investment Company
PCs from time to time created, but PFPC shall not be required to accept any
such appointment. The Investment Company's class of Money Market
Portfolio PCs and class of Short-Term Portfolio PCs, together with any
other class or classes of Investment Company PCs with respect to which
PFPC accepts an appointment hereunder to serve as transfer agent, registrar
and dividend disbursing agent are hereinafter referred to collectively as
"Portfolios" and individually as a "Portfolio".
2. Delivery of Documents. The Investment Company has furnished, or will
furnish as soon as possible, PFPC with copies properly certified or
authenticated of each of the following:
(a) Resolutions of the Investment Company Board of Trustees authorizing
the appointment of PFPC as transfer agent, registrar and dividend disbursing
agent for each Portfolio and approving this Agreement;
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(b) Appendix A identifying and containing the signatures of the Investment
Company's Officers and/or other persons authorized to sign Written
Instructions, as hereinafter defined, on behalf of the Investment Company;
(c) The Investment Company's Articles of Incorporation, filed with the
Secretary of State of the 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 from time to time shall be amended, are
herein called the "Charter");
(d) The Investment Company's Bylaws (such Bylaws, as presently in effect
and as they from time to time shall be amended, are herein called "Bylaws");
(e) The Investment Company's Notification of Registration filed pursuant
to Section 8(a) of the 1940 Act on Form N-8A under the 1940 Act as filed
with the Securities and Exchange Commission ("SEC");
(f) The Investment Company's Registration Statement on Form N-1A
under the Securities Act of 1933, as amended (the "1933 Act") (File No. 2-
99584) and under the 1940 Act as filed with the SEC, including all exhibits
thereto, relating to Investment Company PCs; and
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(g) The Investment Company's most recent prospectus (such prospectus,
as presently in effect and all amendments and supplements thereto herein
called the "Prospectus").
The Investment Company will furnish PFPC from time to time with copies,
properly certified or authenticated, of all amendments of or supplements to
the foregoing, if any.
3. Definitions.
(a) "Authorized Person(s)". As used in this Agreement, the term
"Authorized Person(s)" means the President, Vice President and Treasurer
of the Investment Company and any other person, whether or not any such
person is an Officer or employee of the Investment Company, duly
authorized by the Board of Trustees of the Investment Company to give
Oral Instructions and Written Instructions on behalf of the Investment
Company and listed on the Certificate annexed hereto as Appendix A or any
amendment thereto as may be received by PFPC from time to time.
(b) "Oral Instruction(s)". As used in this Agreement, the term "Oral
Instruction(s)" means verbal instructions actually received by PFPC from an
Authorized Person or from a person reasonably believed by PFPC to be an
Authorized Person. The Investment Company agrees to deliver to PFPC, at
the time and in the manner specified in paragraph 4(b) of this Agreement,
Written Instructions confirming Oral Instructions.
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<PAGE> 201
(c) "Written Instruction(s)". As used in this Agreement, the term "Written
Instruction(s)" means written instructions delivered by mail, telegram, cable,
telex or facsimile sending device, reasonably believed by the Investment
Company to be received by PFPC and signed by two Authorized Persons
unless otherwise required by a resolution of the Board of Trustees furnished
to PFPC pursuant to this Agreement.
4. Instructions Consistent with Charter, etc.
(a) Unless otherwise provided in this Agreement, PFPC shall act only upon
Oral Instructions or Written Instructions. Although PFPC may take
cognizance of the provisions of the Charter and Bylaws of the Investment
Company, PFPC may assume that any Oral Instructions of Written
Instructions received hereunder are not in any way inconsistent with any
provisions of such Charter or Bylaws or any vote, resolution or proceeding
of the PC holders, or of the Board of Trustees, or of any committee thereof.
(b) PFPC shall be entitled to rely upon any Oral Instructions and any
Written Instructions actually received by PFPC pursuant to this Agreement.
The Investment Company agrees to forward to PFPC Written Instructions
confirming Oral Instructions in such manner that the Written Instructions
are received by PFPC by the close of business of the day after such Oral
Instructions are given to PFPC. The Investment Company
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<PAGE> 202
agrees that the fact that such confirming Written Instructions are not
received by PFPC shall in no way affect the validity of the transactions
or enforceability of the transactions authorized by the Investment Company by
giving Oral Instructions. The Investment Company agrees that PFPC shall
incur no liability to the Investment Company in acting upon Oral Instructions
given to PFPC hereunder concerning such transactions, provided such
instructions have been received from an Authorized Person.
5. Transactions Not Requiring Instructions. In the absence of contrary
Written Instructions, PFPC is authorized to take the following actions:
(a) Issuance of PCs. Upon receipt of a purchase order for the purchase of
Investment Company PCs and sufficient information to enable PFPC to
establish a PC holder account, and after receipt of confirmation or crediting
of Federal Funds for the order from the Investment Company's custodian,
PFPC shall issue and credit the account of the investor with Investment
Company PCs in the manner described in the Prospectus.
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(b) Redemptions. Upon receipt of a redemption order, PFPC shall redeem
Investment Company PCs in the manner described in the Prospectus.
6. Authorized PCs. The Investment Company's authorized capital stock
consists of Five Billion (5,000,000,000) PCs, with Two Billion
(2,000,000,000) PCs comprising the Money Market Portfolio and One
Billion (1,000,000,000) PCs comprising the Short-Term Portfolio ($.001
par value per PC). The Investment Company certifies that by virtue of its
Charter and the provisions of the law of the State of Maryland, PCs which
are redeemed by the Investment Company from their holders are restored to
the status of authorized and unissued PCs. PFPC shall record issues of all
PCs and shall notify the Investment Company in case any proposed issue of
PCs by the Investment Company shall result in an over-issue as defined by
Section 8-104(2) of Article 8 of the Maryland Uniform Commercial Code.
In case any issue of PCs would result in such an over-issue, PFPC shall
refuse to issue said PCs and shall not countersign and issue certificates for
such PCs. The Investment Company agrees to notify PFPC promptly of any
change in the number of authorized PCs and of any change in the number of
PCs registered under the 1933 Act.
7. Dividends and Distributions. The Investment Company shall furnish
PFPC with appropriate evidence of action by the Investment Company's
Board of Trustees authorizing the declaration in cash of dividends from net
investment income and distributions from net realized capital gains as
described in the then current Prospectus. After deducting any amount
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required to be withheld by any applicable tax laws, rules and regulations or
other applicable laws, rules and regulations, PFPC shall, as agent for each
PC holder and in accordance with the provisions of the Investment
Company's Charter and then current Prospectus, invest dividends and
distributions in full and fractional PCs or, if so requested in proper form by
a PC holder, pay dividends and distributions in cash, in the manner described
in the Prospectus.
PFPC shall prepare, file with the Internal Revenue Service, and address and
mail to PC holders such returns and information relating to dividends and
distributions paid by the Investment Company as are required to be so
prepared, filed and mailed by applicable laws, rules and regulations, or such
substitute form of notice as from time to time may be permitted or required
by the Internal Revenue Service. On behalf of the Investment Company,
PFPC shall pay on a timely basis to the appropriate Federal authorities any
taxes required by applicable Federal tax laws to be withheld on dividends
and distributions paid by the Investment Company.
8. Communications with PC Holders.
(a) Communications to PC Holders. PFPC will address and mail all
communications by the Investment Company to its PC holders, including
reports to PC holders, confirmations of purchases and sales of Investment
Company PCs,
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monthly statements reflecting Investment Company PCs held and dividends paid
thereon, and proxy material for its meetings of PC holders. PFPC will
receive and tabulate the proxy cards for the meetings of the Investment
Company's PC holders.
(b) Correspondence. PFPC will answer such correspondence from PC
holders, securities brokers and others relating to its duties hereunder and
such other correspondence as from time to time may be reasonably
necessary for PFPC to fulfill its duties hereunder and to operate the
Investment Company.
9. Records. PFPC shall keep records of the accounts for each PC holder
showing the following information:
(a) name, address and United States Tax Identification or Social Security
Number;
(b) number of PCs held and number of PCs for which certificates, if any,
have been issued, including certificate numbers and denominations;
(c) historical information regarding the account of each PC holder,
including dividends and distributions paid and the date and price for all
transactions in a PC holder's account;
(d) any stop or restraining order placed against a PC holder's account;
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(e) any correspondence relating to the current maintenance of a PC
holder's account;
(f) information with respect to withholdings; and
(g) any information required in order for PFPC to perform any calculations
contemplated or required by this Agreement or the Prospectus.
The books and records pertaining to the Investment Company which are in
the possession of PFPC shall be the property of the Investment Company.
Such books and records shall be prepared and maintained as required by the
1940 Act, and other applicable securities laws and rules and regulations.
The Investment Company, or the Investment Company's authorized
representatives, shall have access to such books and records at all times
during PFPC's normal business hours. Upon the reasonable request of the
Investment Company, copies of any such books and records or the originals
thereof shall be provided by PFPC to the Investment Company or the
Investment Company's authorized representative at no additional expense to
the Investment Company.
10. Reports. PFPC shall furnish the Investment Company with the
following reports in "hard copy":
(a) state by state registration reports;
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(b) such periodic reports which may be requested or required by state
insurance commissions and periodic and special reports as the Investment
Company may reasonably request; and
(c) such other information, including statistical information concerning
accounts as may be agreed upon from time to time between the Investment
Company and PFPC.
11. Cooperation With Accountants. PFPC shall cooperate with the
Investment Company's independent public accountants and shall take all
reasonable action in the performance of its obligations under this Agreement
to assure that the necessary information is made available to such
accountants for the expression of their opinion, including but not limited to
the opinion included in the Investment Company's annual report to PC
holders.
12. Confidentiality. PFPC agrees on behalf of itself and its employees to
treat confidentially all records and other information relative to the
Investment Company and its prior, present or potential PC holders, except,
after prior notification to and approval in writing by the Investment
Company, which approval shall not be withheld unreasonably and may not
be withheld where PFPC may be exposed to civil and 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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13. Equipment Failures. In the event of equipment failures beyond PFPC's
control, PFPC shall, at no additional expense to the Investment Company,
take reasonable steps to minimize service interruptions but shall have no
liability with respect thereto (provided PFPC has taken reasonable
precautions to prevent such interruption, and PFPC is using its best efforts
to correct any difficulties). The foregoing obligations shall not extend to
computer terminals located outside of premises maintained by PFPC. At no
additional expense to the Investment Company PFPC shall enter into and
shall maintain in effect with appropriate parties one (1) or more agreements
making reasonable provision for emergency use of electronic data
processing equipment.
14. Right to Receive Advice.
(a) Advice of Investment Company. If PFPC shall be in doubt as to any
action to be taken or omitted by it, it may request, and shall receive, from
the Investment Company directions or advice, including Oral Instructions or
Written Instructions where appropriate.
(b) Advice of Counsel. If PFPC shall be in doubt as to any question of law
involved in any action to be taken or omitted by PFPC, it may request
advice at its own cost from counsel of its own choosing (who may be
counsel for an investment adviser to the Investment Company, the
Investment Company or PFPC, at the option of PFPC).
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(c) Conflicting Advice. In case of conflict between directions, advice, Oral
Instructions or Written Instructions received by PFPC pursuant to
subparagraph (a) of this paragraph and advice received by PFPC pursuant to
subparagraph (b) of this paragraph, PFPC shall incur no monetary liability if
it follows the advice received pursuant to the latter provision alone.
(d) Protection of PFPC. PFPC shall be protected in any action or inaction
which it takes in reliance on any directions, advice, Oral Instructions or
Written Instructions received pursuant to subparagraphs (a) or (b) of this
paragraph which PFPC, after receipt of any such directions, advice, Oral
Instructions or Written Instructions, in good faith believes to be consistent
with such directions, advice, Oral Instructions or Written Instructions, as
the case may be, providing that in so doing, it is acting in the best interest
of the Investment Company. However, providing PFPC is acting prudently,
nothing in this paragraph shall be construed as imposing upon PFPC any
obligation (i) to seek such directions, advice, Oral Instructions or Written
Instructions, or (ii) to act in accordance with such directions, advice, Oral
Instructions or Written Instructions when received, unless, under the terms
of another provision of this Agreement, the same is a condition to PFPC's
properly taking or omitting to take such action. Nothing in this subsection
shall excuse PFPC when an action or
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omission on the part of PFPC constitutes willful misfeasance, bad faith,
negligence or reckless disregard by PFPC of its duties under this Agreement.
15. Compliance with Governmental Rules and Regulations. The
Investment Company assumes full responsibility for insuring that the
contents of each Prospectus of the Investment Company complies with all
applicable requirements of the 1933 Act, the 1940 Act, and any laws, rules
and regulations of governmental authorities having jurisdiction.
With respect to its duties and obligations under this Agreement and at no
additional expense to the Investment Company, PFPC agrees to comply at
all times and in all respects with all applicable requirements of the 1933 Act,
the 1940 Act, the Securities Exchange Act of 1934 and any laws, rules and
regulations of governmental authorities having jurisdiction, including any
amendments or successors to such laws.
16. Compensation. As sole compensation for the services rendered by
PFPC during the term of this Agreement, the Investment Company will pay
to PFPC such monthly fees as the parties may agree upon from time to time
in writing. PC holder servicing will be provided with a general toll-free
number which is included in the above fees.
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17. Indemnification. The Investment Company agrees to indemnify and
hold harmless PFPC and its nominees from all taxes, charges, expenses,
assessments, claims and liabilities (including, without limitation, liabilities
arising under the 1933 Act, the Securities Exchange Act of 1934, the 1940
Act, and any state and foreign securities and blue sky laws, all as or to be
amended from time to time) and expenses, including (without limitation)
attorneys' fees and disbursements, arising directly or indirectly from any
action or thing which PFPC takes or does or omits to take or do (i) at the
request or on the direction of or in reliance on the advice of the Investment
Company or (ii) upon Oral Instructions or Written Instructions, provided,
that PFPC shall not be indemnified against any liability to the Investment
Company or to its PC holders (or any expenses incident to such liability)
arising out of (a) PFPC's own or its agent's willful misfeasance, bad faith,
negligence or reckless disregard of duties under this Agreement or (b)
PFPC's own or its agent's negligent failure to perform duties under this
Agreement.
18. Responsibility of PFPC. PFPC shall be under no duty to take any action
on behalf of the Investment Company except as specifically set forth herein
or as may be specifically agreed to by PFPC in writing. In the performance
of its duties hereunder, PFPC shall be obligated to exercise care and
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diligence and to act in good faith and to use its best efforts within
reasonable limits to insure the accuracy of all services performed under this
Agreement. PFPC shall be responsible for its own negligent failure to
perform duties under this Agreement, but to the extent that duties,
obligations and responsibilities are not expressly set forth in this Agreement,
PFPC shall not be liable for any act or omission which does not constitute
willful misfeasance, bad faith or negligence on the part of PFPC or reckless
disregard of such duties, obligations and responsibilities, providing PFPC is
acting prudently. Without limiting the generality of the foregoing or of any
other provision of this Agreement, PFPC shall not be under any duty or
obligation to inquire into and shall not be liable for or in respect of (a) the
validity or invalidity or authority or lack thereof of any Oral Instruction or
Written Instruction, notice or other instrument which conforms to the
applicable requirements of this Agreement, if any, and which PFPC
reasonably believes to be genuine, or (b) delays or errors or loss of data
occurring by reason of circumstances beyond PFPC's control (provided
PFPC has taken reasonable precautions), including acts of civil or military
authority, national emergencies, labor difficulties, fire, mechanical
breakdown (except as provided in Paragraph 13), flood or catastrophe, acts
of God, insurrection, war, riots or failure of the mails, transportation,
communication or power supply and provided
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further that in the event of computer malfunctions or any other matter
reasonably within its control PFPC is using its best efforts to correct
any difficulties.
19. Duration and Termination. This Agreement shall continue with respect
to each Portfolio until termination by PFPC or the Investment Company on
sixty (60) days' written notice.
Upon such termination and at the expense of the Investment Company,
PFPC (i) will deliver to its successor or, if none, to the Investment
Company, copies of those reports and records listed in Paragraphs 9 and 10
of this Agreement including, but not limited too, a certified list of
Investment Company PC holders (with name, address, and Taxpayer
Identification or Social Security Number), a historical record of the account
of each PC holder and the status thereof, and all other relevant books,
records, correspondence, and other data established or maintained by PFPC
under this Agreement, in form reasonable acceptable to the Investment
Company, and (ii) will cooperate in the transfer of such duties and
responsibilities.
20. Notices. All notices and other communications, including Written
Instructions (collectively referred to as "Notice" or "Notices" in this
paragraph), hereunder shall be in writing or by confirming telegram, cable,
telex, or facsimile sending device. Notices shall be addressed (a) if to
PFPC at
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PFPC's address, P.O. Box 8950, Wilmington, Delaware 19899; (b) if to
the Investment Company, to the attention of David M. Murdoch at the
address of the Investment Company, 676 St. Clair Street, Chicago, Illinois
60611; or (c) if to neither of the foregoing, at such other address shall have
been provided by such recipient to the sender of any such Notice or other
communication. If the location of the sender of a Notice and the address of
the addressee thereof are, at the time of sending, more than one hundred
(100) miles apart, the Notice may be sent by first-class mail, in which case it
shall be deemed to have been given five (5) days after it is sent, or if sent
by confirming telegram, cable, telex or facsimile sending device, it shall be
deemed to have been given immediately, and, if the location of the sender of
a Notice and the address of the addressee thereof are, at the time of sending,
not more than one hundred (100) miles apart, the Notice may be sent by
first-class mail, in which case it shall be deemed to have been given three (3)
days after it is sent, or if sent by messenger, it shall be deemed to have been
give on the day it is delivered, or if sent by confirming telegram, cable,
telex or facsimile sending device, it shall be deemed to have been give
immediately. All postage, cable, telegram, telex and facsimile sending
device charges arising from the sending of a Notice hereunder shall be paid
by the sender.
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For the purpose of Notices, any party from time to time may change its
address by a Notice specifying a new address, but no such change shall be
deemed to have been given until the Notice of change is actually received by
the party sought to be charged with the contents.
21. Further Actions. Each party agrees to perform such further acts and
execute such further documents as are reasonable necessary to effectuate
the purposes hereof.
22. Amendments. This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
23. Assignment. This Agreement and the performance hereunder may be
assigned by PFPC to any affiliate or wholly owned subsidiary of it,
Provident National Bank or PNC Financial Corp. without the Investment
Company's consent but with at least (30) days' prior written notice, provided
the assignee is a transfer agent within the meaning of the 1940 Act.
24. CSC Information. Pursuant to Section 9 of the Administration
Agreement (the "Administration Agreement") dated February 28, 1987
between Health Plans Capital Services Corp., a Delaware corporation
("CSC") and the Investment
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Company, PFPC shall furnish or otherwise make available to CSC such
information relating to the business affairs of the Investment Company as CSC
at any time, or from time to time, reasonably requests in order to discharge
its obligations under the Administration Agreement.
25. Counterparts. This Agreement may be executed in number of
counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one (1) instrument.
26. Miscellaneous. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating the subject matter hereof, provided
that the parties hereto may embody in one (1) or more separate documents
their agreement, if any, with respect to Oral Instructions. 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. This Agreement shall be deemed to be a contract
made in Delaware and governed by Delaware law. 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 and shall inure to the benefit of the parties
hereto and their respective successors.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their officers designated below on the day and year first
above written.
[SEAL]
PLAN INVESTMENT FUND, INC.
Attest: ELLIOTT C. BANKENDORF
Elliott C. Bankendorf
By DAVID M. MURDOCH
David M. Murdoch
Its President
[SEAL]
PROVIDENT FINANCIAL PROCESSING CORPORATION
Attest: JOHN L. SILCOX, JR.
John L. Silcox, Jr.
By CLAYTON H. BURTON III
Clayton H. Burton III
Its Vice President
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APPENDIX A
AUTHORIZED PERSONS
Listed below are the names, titles and signatures of the Authorized Persons
of the Investment Company authorized to give Oral Instructions and sign
Written Instructions on behalf of the Investment Company:
1. Name:
Entity and Title:
Signature:
2. Name:
Entity and Title:
Signature:
3. Name:
Entity and Title:
Signature:
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February 28, 1987
Mr. David M. Murdoch
Plan Investment Fund, Inc.
676 St. Clair Street
Chicago, Illinois 60611
Gentlemen:
Pursuant to Paragraph 16 of the Transfer Agency Agreement dated
February 28, 1987 between Provident Financial Processing Corporation
("PFPC") and Plan Investment Fund, Inc. (the "Investment Company"), we
have agreed that the Investment Company will pay PFPC a fee equal to
$15.00 per master account and sub-account per Portfolio per year, prorated
in the case of accounts maintained for only a portion of a full year, plus
$1.00 for each master account purchase or redemption transaction, plus
$5.00 for each out-going fed wire, provided, that the minimum annual fee
payable to PFPC shall be $5,000. Participation Certificate holder servicing
will be provided with a general toll-free number which is included in the
above fees. The Investment Company agrees to reimburse PFPC for out-of-
pocket expenses relating to such services, including, but not limited to
expenses of postage, special telephone requirements, communications
forms, and proxy forms.
If the foregoing accords with your understanding of our agreement, please
evidence your concurrence by signing and dating this letter at the place
indicated below and return this letter to PFPC.
Sincerely,
Provident Financial Processing Corporation
By: CLAYTON H. BURTON III
Clayton H. Burton, III
Plan Investment Fund, Inc.
By: DAVID M. MURDOCH
David M. Murdoch
Date: February 28, 1987
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AMENDMENT TO TRANSFER AGENCY AGREEMENT
This Amendment, dated as of the 26th of April, 1995, is entered into
between PLAN INVESTMENT FUND, INC. (the "Investment Company"),
a Maryland corporation, and PFPC Inc. (formerly, Provident Financial
Processing Corporation) ("PFPC"), a Delaware corporation which is an
indirect, wholly owned subsidiary of PNC Financial Corp.
WHEREAS, the Investment Company and PFPC have entered into a
Transfer Agency Agreement dated as of February 28, 1987 (the "Transfer
Agency Agreement") pursuant to which the Investment Company appointed
PFPC to serve as the Investment Company's transfer agent, registrar and
dividend disbursing agent to its Money Market Portfolio and Short-Term
Portfolio;
WHEREAS, the Investment Company desires to retain PFPC to serve as the
Investment Company's transfer agent, registrar and dividend disbursing
agent with respect to participation certificates of its Government/REPO
Portfolio (the "Portfolio");
WHEREAS, PFPC has notified the Investment Company that it is willing to
serve as transfer agent, registrar and dividend disbursing agent for the
Portfolio; and
WHEREAS, the Investment Company's Board of Trustees has approved
this Amendment and PFPC has been provided with a certified copy of
resolution to that effect.
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Appointment. Paragraph 1 of the Transfer Agency Agreement is hereby
amended and restated in its entirety as follows:
1. Appointment. The Investment Company hereby appoints PFPC to serve
as transfer agent, registrar and dividend disbursing agent for the Investment
Company with respect to the classes of the Investment Company's
Participation Certificates (individually, a "PC" and, collectively, "PCs"),
$.001 par value per PC ("Investment Company PCs"), known as the class of
Money Market Portfolio PCs, the class of Short-Term Portfolio PCs, and
the class of Government/REPO Portfolio PCs, for the period and on the
terms set forth in this Agreement. PFPC accepts such appointment and
agrees to furnish the services herein set forth in return for the compensation
as provided in Paragraph 16 of this Agreement. The Investment Company,
at its option, may also appoint PFPC to serve as transfer agent, registrar and
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dividend disbursing agent for the Investment Company hereunder with
respect to any other class of Investment Company PCs from time to time
created, but PFPC shall not be required to accept any such appointment.
The Investment Company's class of Money Market Portfolio PCs, class of
Short-Term Portfolio PCs, and class of Government/REPO Portfolio PCs,
together with any other class or classes of Investment Company PCs with
respect to which PFPC accepts an appointment hereunder to serve as
transfer agent, registrar and dividend disbursing agent are hereinafter
referred to collectively as "Portfolios" and individually as a "Portfolio".
2. Authorized PCs. The first sentence of Paragraph 6 of the Transfer
Agency Agreement is hereby amended and restated in its entirety as follows:
The Investment Company's authorized capital stock consists of Five Billion
(5,000,000,000) PCs, with Two Billion (2,000,000,000) PCs comprising the
Money Market Portfolio, One Billion (1,000,000,000 PCs comprising the
Short-Term Portfolio and One Billion (1,000,000,000) PCs comprising the
Government/REPO Portfolio ($.001 par value per PC).
3. Notices. Notices addressed to PFPC shall be addressed to it at its office
at Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809.
4. Miscellaneous. Except to the extent amended and supplemented hereby,
the Transfer Agency Agreement shall remain unchanged and in full force
and effect and is hereby ratified and confirmed in all respects as amended
and supplemented hereby.
IN WITNESS WHEREOF, the undersigned have executed this Amendment
as of the date and year first above written.
PLAN INVESTMENT FUND, INC.
By: PHILIP A. GOSS
Philip A. Goss
Title: President and Chief Executive Officer
PFPC INC.
By: JOHN N. PARTHEMORE
John N. Parthemore
Title: Senior Vice President
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EXHIBIT 9
ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT, made as of this 28th day of
February, 1987, between Plan Investment Fund, Inc., a Maryland
corporation (the "Investment Company"), and Health Plans Capital
Services Corp., a Delaware corporation (the "Administrator").
WITNESSETH:
WHEREAS, the Investment Company is a diversified open-end
management investment company which has or will be registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Investment Company has been organized for the purpose
of investing in securities and has retained investment advisers (collectively,
the "Investment Adviser") for this purpose and desires to avail itself of the
facilities available to the Administrator with respect to the administration of
its day to day corporate affairs including liaison with its Participation
Certificate holders, and Administrator is willing to furnish such
administrative services on the terms and conditions hereinafter set forth;
NOW THEREFORE, the parties agree as follows:
1. APPOINTMENT. The Investment Company hereby appoints the
Administrator to administer certain aspects of the Investment Company's
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operations (except those which are or will be subject to the supervision of
the Investment Company's Investment Adviser which will determine the
selection of investments and execute or cause the execution of portfolio
transactions), subject to the overall supervision of the Trustees of the
Investment Company for the period and on the terms set forth in this
Agreement. The Administrator hereby accepts such appointment and
agrees during such period to render the services herein described and to
assume the obligations set forth herein, for the compensation herein
provided.
2. ADMINISTRATOR'S RESPONSIBILITIES.
A. The Administrator represents and warrants to the Investment
Company that prior to receipt of more than $100,000 in funds by the
Investment Company, the Administrator's employees shall be bonded as
required by its Bylaws and it shall carry such liability insurance as may be
reasonably required by the Investment Company. The Administrator
covenants and agrees with the Investment Company that within one
hundred twenty (120) days of the end of each of the Administrator's fiscal
years it shall deliver to the Investment Company audited financial
statements for such year prepared in accordance with generally accepted
accounting principals applied on a consistent basis and prepared by an
auditor acceptable to the Investment Company.
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B. Subject to the supervision of the Trustees of the Investment
Company, the Administrator shall administer the Investment Company's
relationships with its Participation Certificate holders and certain aspects of
its operations. In connection therewith, Administrator shall (i) furnish the
Investment Company with adequate office facilities, utilities, office
equipment and related services; (ii) supervise the financial and accounting
records required to be maintained by the Investment Company (including
those being maintained by the Investment Company's Custodian and the
Transfer Agent, both of which it shall supervise) other than those being
maintained by the Investment Company's Investment Adviser; (iii)
supervise the Investment Company and its employees and agents with
respect to accounting, clerical, bookkeeping, recordkeeping and statistical
services being furnished to the Investment Company by others or furnish
the same at its office facilities; (iv) arrange, but not pay for, the
preparation for the Investment Company and holders of its Participation
Certificates of all required tax returns and reports to the Investment
Company's Participation Certificate holders and the Securities and Exchange
Commission, as necessary, and the periodic updating of the Registration
Statement and Prospectus, as appropriate; (v) oversee the performance of
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administrative and professional services to the Investment Company by
others, including the Investment Company's Custodian and the Transfer
Agent; (vi) monitor, and notify the Investment Company of, the eligibility
of the Investment Company's investors and certain requirements of various
state insurance laws and regulations; (vii) receive and process applications
from present and prospective investors in the Investment Company; and
(viii) authorize and permit any of its directors, officers and employees who
may be elected as Trustees or officers of the Investment Company to serve
in the capacities in which they are elected. In no event shall Administrator
engage in activities which are subject to the supervision of the Investment
Adviser. The Administrator may engage subadministrators or servicing
agents to perform its obligations under this Agreement.
3. EXPENSES.
A. ADMINISTRATOR'S EXPENSES. In connection with the services
rendered by the Administrator under this Agreement, the Administrator will
bear all of the following expenses:
(i) the salaries and expense of all personnel of the Investment Company
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and the Administrator, except the fees and expenses of the Trustees of the
Investment Company; and
(ii) all expenses incurred by the Administrator or by the Investment
Company in connection with administering the ordinary course of the
Investment Company's business other than those assumed by the
Investment Company herein.
B. INVESTMENT COMPANY'S EXPENSES. The Investment
Company assumes and will pay all other expenses, including but not limited
to, those described below:
(i) the fees and expenses of any Investment Adviser or expenses
otherwise incurred by the Investment Company in connection with the
management of the investment and reinvestment of the Investment
Company's assets;
(ii) the fees and expenses of Trustees of the Investment Company;
(iii) the fees and expenses of the Custodian pursuant to any Custodian
Agreement entered into by the Investment Company;
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(iv) the fees and expenses of the Transfer Agent pursuant to any
Transfer Agency Agreement entered into by the Investment Company;
(v) the fees and expenses of any subadministrator or servicing agent
supervised by the Administrator in rendering services to the Investment
Company including but not limited to accounting, clerical, bookkeeping,
recordkeeping and statistical services;
(vi) the charges and expenses of legal counsel and independent
accountants for the Investment Company;
(vii) brokers' commissions and any issue or transfer taxes chargeable to
the Investment Company in connection with its securities transactions;
(viii) all taxes and corporate fees payable by the Investment Company to
federal, state or other governmental agencies;
(ix) the fees of any trade association of which the Investment Company
may be a member;
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(x) the cost of Participation Certificates, if any, representing interests
in the Investment Company;
(xi) the fees and expenses involved in registering and maintaining
registrations of the Investment Company and of its Participation
Certificates with the Securities and Exchange Commission, registering the
Investment Company as an issuer/dealer, if necessary, and qualifying its
Participation Certificates, if necessary, under state securities laws,
including the preparation of the Investment Company's registration statements
and prospectuses for filing under federal and state securities laws for such
purposes;
(xii) the cost of any liability insurance or fidelity bond for Trustees,
agents and employees of the Investment Company;
(xiii) communications expenses with respect to investor services
including without limitation any wire transfer fees, in connection with the
purchase and redemption of Participation Certificates, not payable directly
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by the holder thereof, and all expenses of Participation Certificate holders'
and Trustees' meetings and of preparing, printing and mailing reports to
Participation Certificate holders in the amount necessary for distribution to
the Participation Certificate holders; and
(xiv) litigation and indemnification expenses and other extraordinary
expenses not incurred in the ordinary course of the Investment Company's
business.
4. ADMINISTRATOR'S COMPENSATION. As full compensation for
the services performed and the facilities furnished by the Administrator, the
Investment Company shall pay the Administrator a fee at an annual rate not
to exceed 0.05 of one percent (.05%) of the average daily net assets of the
Investment Company. This fee will be computed daily and paid monthly to
the Administrator as soon as possible after the end of each month and will
be in addition to any expenses paid by the Investment Company pursuant to
paragraph 3B above.
5. LIMITS ON RESPONSIBILITIES. The Administrator assumes no
responsibility under this Agreement other than to render or cause to be
rendered the services called for hereunder, and specifically assumes no
responsibilities for investment advice or the investment or reinvestment of
the Investment Company's assets.
<PAGE>
<PAGE> 230
6. LIABILITY AND INDEMNIFICATION.
A. LIABILITY. The Administrator shall not be liable for any error of
judgment or for any loss suffered by the Investment Company in connection with
the matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement.
B. INDEMNIFICATION. The Investment Company agrees to
indemnify, save, defend, and hold harmless the Administrator, upon request
by the Administrator, from any and all charges, claims, demands, and
liabilities, including without limitation reasonable attorneys' fees and
disbursements arising directly or indirectly from any action or thing which
the Administrator takes or does or omits to take or do in the course of
fulfilling or attempting to fulfill its duties under this Agreement, provided
however that the provisions of this paragraph 6.B. shall not apply to any
action for which the Administrator shall be liable pursuant to paragraph
6.A. above.
7. TERM. This Agreement shall continue in effect for two (2) years
from the date hereof, and may thereafter be renewed by the Trustees of the
Investment Company; provided, however, that this Agreement may be
terminated by the Investment Company at any time, without the payment
or any penalty, by the Trustees of the Investment Company or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act) of
<PAGE>
<PAGE> 231
the Investment Company, upon not less than six (6) month's written notice
to the Administrator, or by the Administrator at any time, without the
payment of any penalty, on not less than ninety (90) days' written notice to
the Investment Company. This Agreement shall terminate automatically in
the event of its assignment as defined in the 1940 Act).
8. OTHER ACTIVITIES. Nothing in this Agreement shall limit or
restrict the right of any director, officer, agent or employee of the
Administrator who may also be a Trustee, officer, agent or employee of the
Investment Company to engage in any other business or to devote his time
and attention in part to the management or other aspects of any business,
whether of a similar or a dissimilar nature, nor limit or restrict the right of
the Administrator to engage in any other business or to render services of
any kind to any other corporation, firm, individual or association.
9. COOPERATION. During the term of this Agreement, at the request
of the Administrator, the Investment Company agrees to furnish the
Administrator at its principal office all prospectuses, proxy statements,
reports to Participation Certificate holders, sales literature, or other
material prepared for distribution to Participation Certificate holders of the
Investment Company, or potential Participation Certificate holders, which
refer in any way to the Administrator, prior to use thereof and not to use
<PAGE>
<PAGE> 232
such material if the Administrator reasonably objects in writing within five
(5) business days (or such other time as may be mutually agreed) after
receipt thereof.
The Investment Company shall furnish or otherwise make available to the
Administrator such other information relating to the business affairs of the
Investment Company as the Administrator at any time, or from time to
time, reasonably requests in order to discharge its obligations hereunder,
and the Investment Company agrees to include provisions requiring the
furnishing of such information, as necessary, in its agreements with the
Investment Adviser, Custodian and Transfer Agent, and other persons,
firms or entities supplying goods or rendering services to the Investment
Company.
10. AMENDMENT. This Agreement may be amended only by mutual
written consent.
11. NOTICES. Any notice or other communication required to be
given pursuant to this Agreement shall be deemed duly given if delivered or
mailed by registered mail, postage prepaid, (1) to the Administrator at:
Health Plans Capital Services Corp.
676 St. Clair St.
Chicago, Illinois 60611
Attention: Elliott C. Bankendorf, Secretary
or (2) to the Investment Company at:
Plan Investment Fund, Inc.
676 St. Clair St.
Chicago, Illinois 60611
Attention: David M. Murdoch, President
<PAGE>
<PAGE> 233
12. CHOICE OF LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois.
AGREED:
INVESTMENT COMPANY:
ATTEST: PLAN INVESTMENT FUND, INC.
BURTON X. ROSENBERG By DAVID M. MURDOCH
Burton X. Rosenberg David M. Murdoch
Assistant Secretary President
ADMINISTRATOR:
HEALTH PLANS CAPITAL SERVICES CORP.
By ELLIOTT C. BANKENDORF
Elliott C. Bankendorf
Secretary
<PAGE>
<PAGE> 234
EXHIBIT 9(a)
SERVICE AGREEMENT
Agreement made as of February 28, 1987, by and between PLAN
INVESTMENT FUND, INC., a Maryland corporation (herein called the
"Investment Company"), and PROVIDENT INSTITUTIONAL
MANAGEMENT CORPORATION, a Delaware corporation ("PIMC"),
registered as an investment adviser under the Investment Advisers Act of
1940 and wholly owned by Provident National Bank ("Provident").
WHEREAS, the Investment Company is registered as an open-end,
diversified, management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Investment Company desires to retain PIMC to render
administrative services to the Investment Company, and PIMC is willing to
so render 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 PIMC to act
as service agent to the Investment Company with respect to the Investment
Company's Short-Term Portfolio for the period and on the terms set forth
in this Agreement. PIMC accepts such appointment and agrees to render
the services herein set forth, for the compensation herein provided. The
<PAGE>
<PAGE> 235
Investment Company, at its option, may also appoint PIMC as service
agent of the Investment Company hereunder with respect to any other
portfolio of Investment Company Participation Certificates from time to
time created, but PIMC shall not be required to accept any such
appointment. The Investment Company's Short-Term Portfolio
Certificates, together with any other portfolio or portfolios of Investment
Company Participation Certificates with respect to which PIMC accepts an
appointment hereunder as service agent, are hereinafter referred to
collectively as "Portfolios" and individually as a "Portfolio".
2. Delivery of Documents. The Investment Company has furnished PIMC
with copies properly certified or authenticated of each of the following:
(a) Articles of Incorporation of the Investment Company, filed with the
Secretary of State of the 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 from time to time shall be amended, herein
called the "Articles of Incorporation");
(b) Bylaws of the Investment Company (such Bylaws, as presently in effect
and as they from time to time shall be amended, herein called the
"Bylaws");
<PAGE>
<PAGE> 236
(c) Resolutions of the Investment Company's Board of Trustees
authorizing the appointment of PIMC and resolutions of the Investment
Company's Board of Trustees approving this Agreement;
(d) Resolution of the Investment Company's Board of Trustees authorizing
the appointment of PIMC as investment adviser and service agent for the
Money Market Portfolio of the Investment Company and resolutions of the
Investment Company's Board of Trustees and Participation Certificate
holders of the Money Market Portfolio approving the Investment Advisory
and Service Agreement between PIMC and the Investment Company dated
as of February 28, 1987 and resolutions of the Investment Company's
Board of Trustees authorizing the appointment of Neuberger & Berman as
investment adviser for the Portfolio and resolutions of the Investment
Company's Board of Trustees and Participation Certificate holders of the
Portfolio approving the Investment Advisory Agreement between
Neuberger & Berman and the Investment Company dated as of February
28, 1987;
(e) Resolutions of the Investment Company's Board of Trustees
authorizing the appointment of Health Plans Capital Services Corp.
("CSC") as the Investment Company's administrator and approving the
Administration Agrement between CSC and the Investment Company
dated as of February 28, 1987;
<PAGE>
<PAGE> 237
(f) The Investment Company's Registration Statement on Form N-1A
under the 1940 Act and the Securities Act of 1933, as amended as filed
with the Securities and Exchange Commission ("SEC") on August 12,
1985 (File No. 2-99584) relating to Investment Company Participation
Certificates;
(g) The Investment Company's Notification of Registration filed pursuant
to Section 8(a) of the 1940 Act on Form N-8A with the SEC on August
12, 1985; and
(h) The Investment Company's most recent prospectus (such prospectus,
as presently in effect and as it shall from time to time be amended and
supplemented, is herein called the "Prospectus").
The Investment Company will furnish PIMC from time to time with copies,
properly certified or authenticated, of all amendments of or supplements to
the foregoing, if any.
3. Administration. Subject to the supervision of the Board of Trustees of
the Investment Company, PIMC will provide the Portfolio with the
following administrative services in accordance with the investment
objectives and policies of the Portfolio as stated in the Prospectus and
resolutions of the Investment Company's Board of Trustees:
<PAGE>
<PAGE> 238
PIMC will:
(a) Reconcile the Portfolio's daily cash and investment balances with its
custodian and provide to the Investment Adviser the Portfolio's beginning
cash balance available each day for investment;
(b) Update the Portfolio's cash availability throughout the day as required
by the Investment Adviser;
(c) Verify investment buy-sell trade tickets when received from the
Portfolio's Investment Adviser, maintain individual ledgers and historical
tax lots for each investment security, calculate capital gains and losses and
transmit trades to the custodian for proper settlement;
(d) Maintain daily journals with respect to the Portfolio's investments,
Participation Certificates, income and expenses;
(e) Otherwise maintain all books and records with respect to the Portfolio's
securities transactions, keep the Portfolio's books of account and compute
the net asset value, net income and capital gains (losses) of the Portfolio;
(f) Monitor the expense accruals and calculate the various contractual
expenses of the Portfolio;
<PAGE>
<PAGE> 239
(g) Calculate daily the weighted-average maturity, the dividend per
Participation Certificate to be declared to Participation Certificate holders,
and the yield for the Portfolio;
(h) Transmit or mail a copy of the daily portfolio valuation of the Portfolio
to its investment adviser
(i) 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;
(j) Prepare monthly unaudited financial statements for the Portfolio,
including a:
(1) Schedule of Investments;
(2) Statement of Assets and Liabilities;
(3) Statement of Operations;
(4) Statement of Changes in Net Assets;
(5) Cash Statements; and a
(6) Schedule of Capital Gains and Losses;
(k) Act as liaison between the Investment Company and the independent
certified public accountants and provide them with detailed account
analyses, fiscal year summaries and other audit-related schedules as
requested in connection with the Portfolio;
<PAGE>
<PAGE> 240
(l) Prepare a quarterly broker security transaction summary and monthly
security transaction listing for the Portfolio;
(m) Prepare and file the Investment Company's Semi-Annual Reports to
the SEC on Form N-SAR;
(n) Compile data for, prepare for execution by the Investment Company,
and file all of the Investment Company's Federal and state tax returns and
required tax filings;
(o) Assist with the preparation of the Investment Company's annual and
semi-annual reports to Participation Certificate holders and its registration
statement on Form N-1A;
(p) Compile data for, prepare and file timely notices to the SEC required
pursuant to Rule 24f-2 under the 1940 Act;
(q) Monitor the Investment Company's status as a regulated investment
company under Subchapter M of the Internal Revenue Code of 1954;
(r) Arrange to maintain the Investment Company's fidelity bond required
by the 1940 Act.
<PAGE>
<PAGE> 241
(s) Determine the states in which Participation Certificates of the Short-
Term Portfolio shall be registered or qualified for sale and, in connection
therewith, maintain but not pay any fee relating to the registration or
qualification of the Participation Certificates of the Short-Term Portfolio
under the securities laws of such states; and
(t) Have its offices available, upon reasonable notice, for consultation with
Trustees, officers and employees of the Investment Company.
The Investment Company will use its best efforts to provide PIMC such
information or other assistance as PIMC may reasonable require in order to
perform these services, including; but not limited to, information in the
possession of any Investment Company service provider, including
information about any portfolio of the Investment Company for which PIMC
does not provide any of the foregoing services.
4. Services Not Exclusive. The administration services rendered by PIMC
hereunder are not to be deemed exclusive, and PIMC 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. In compliance with the requirements of Rule 31a-3
under the 1940 Act, PIMC hereby agrees that all records which it maintains
<PAGE>
<PAGE> 242
for the Portfolio are the property of the Investment Company and further
agrees to surrender promptly to the Investment Company any of such
records upon the Investment Company's request. PIMC further agrees to
preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the
records required to be maintained by Rule 31a-1 under the 1940 Act.
6. Expenses. PIMC will pay all expenses incurred by it in connection with
its services under this Agreement and the Investment Company will pay
expenses properly incurred by it or on its behalf.
7. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, the Investment Company will pay PIMC such
compensation as the Investment Company and PIMC may agree to from
time to time.
8. Limitation of Liability of the Service Agent. PIMC 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 matters to which this
Agreement relates, except a loss resulting from willful misfeasance, bad
faith or negligence on the part of PIMC or its agent in the performance of
duties or from reckless disregard by it of its obligations and duties under
this Agreement.
<PAGE>
<PAGE> 243
9. Duration and Termination. This Agreement shall continue with respect
to the Portfolio until termination by PIMC or the Investment Company on
sixty (60) days' written notice.
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.
11. Miscellaneous. The captions in this Agreement are included for
convenience or reference only and in no way define or delimit any of the
provisions hereof or otherwise effect 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.
<PAGE>
<PAGE> 244
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.
[SEAL]
PLAN INVESTMENT FUND, INC.
ATTEST: ELLIOTT C. BANKENDORF By DAVID M. MURDOCH
Elliott C. Bankendorf David M. Murdoch
Its President
PROVIDENT INSTITUTIONAL MANAGEMENT CORPORATION
[SEAL]
ATTEST JOHN D. SILCOX, JR. By: JOHN N. PARTHEMORE
John D. Silcox, Jr. John N. Parthemore
Its: Vice President
<PAGE>
<PAGE> 245
EXHIBIT 10
OPINION OF COUNSEL
[Seyfarth, Shaw, Fairweather & Geraldson letterhead]
October 25, 1985
Plan Investment Fund, Inc.
676 St. Clair Street
Chicago, Illinois 60611
RE: Plan Investment Fund, Inc.
Registration Statement on Form N-1A
No. 2-99584
Gentlemen:
We have acted as counsel to Plan Investment Fund, Inc., a Maryland
corporation (the "Investment Company"), in connection with the
Investment Company's Registration Statement on Form N-1A No. 2-
99584 (the "Registration Statement") which was filed with the Securities
and Exchange Commission on August 12, 1985 pursuant to the Securities
Act of 1933, as amended, and the Investment Company Act of 1940, as
amended, with respect to an indefinite number of Participation Certificates,
$0.001 par value per Participation Certificate, of the Investment Company.
We have examined the Amended and Restated Articles of Incorporation
and the Bylaws of the Investment Company and the proceedings taken and
instruments executed in connection with the authorization and proposed
issuance of said Participation Certificates. We have also reviewed such
other corporate records, certificates and other documents and such
questions of law as we have considered necessary or appropriate for the
purposes of this opinion. On the basis of such examination, it is our
opinion that:
1. The Investment Company is a corporation duly incorporated and validly
existing under the laws of the State of Maryland; and
2. The authorized and unissued Participation Certificates of the Investment
Company covered by the Registration Statement will be legally issued, fully
paid and nonassessable when they are sold and delivered by the Investment
Company in accordance with the Registration Statement.
We hereby consent to the filing of this opinion as Exhibit 10 to the
Registration Statement. This opinion is not to be used, circulated, quoted
or otherwise referred to for any other purposes.
Very truly yours,
SEYFARTH, SHAW, FAIRWEATHER & GERALDSON
<PAGE>
<PAGE> 246
EXHIBIT 11
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the following with respect to Post-Effective Amendments
Nos. 13 and 16 to the Registration Statement (No. 2-99584) on Form N-1A under
the Securities Act of 1933 and the Investment Company Act of 1940,
respectively, as amended, for the Government/REPO,Money Market and Short-Term
Portfolios of Plan Investment Fund, Inc.:
1. The inclusion of our report dated January 26, 1996 accompanying the
financial statements of Plan Investment Fund, Inc. in the Statement of
Additional Information.
2. The incorporation by reference of our report dated January 26, 1996 into
the Prospectus.
3. The reference to our firm under the headings "Portfolio Fee Tables",
"Financial Highlights", and "General Information" in the Prospectus, and
under the heading "Independent Accountants" in the Statement of
Additional Information.
COOPERS & LYBRAND L.L.P.
- ------------------------
Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
April 18, 1996
<PAGE>
<PAGE> 247
EXHIBIT 13
SUBSCRIPTION AGREEMENT
For and in consideration of the mutual agreements herein contained, Blue
Cross and Blue Shield Association ("BCBSA") hereby agrees to purchase
from Plan Investment Fund, Inc., a Maryland corporation (the "Investment
Company") and the Investment Company agrees to issue to BCBSA,
Participation Certificates (individually a "PC" and, collectively, "PCs") of
the Investment Company in the amount of ONE HUNDRED THOUSAND
DOLLARS ($100,000.00) (collectively, the "Subscription PCs") par value
$0.001 per PC, in exchange for ONE HUNDRED THOUSAND
DOLLARS $100,000.00) (the "Consideration"), upon the terms and
conditions set forth herein.
BCBSA agrees to purchase such Subscription PCs and to pay the full
Consideration therefore upon demand to the Investment Company prior to
the effective date of the Investment Company's Registration Statement on
Form N-1A and the initial public offering of the Investment Company's
PCs.
BCBSA hereby confirms to the Investment Company its representations
that it is purchasing such Subscription PCs for investment purposes, with
no present intention of redeeming or reselling any portion thereof, and its
agreement that in the event it should dispose of any of such Subscription
PCs, such transaction will be effected by redeeming such Subscription PCs
through the Investment Company.
BLUE CROSS AND BLUE SHIELD ASSOCIATION
By: BRUCE CARDWELL
Bruce Cardwell
Its: Executive Vice President
Dated as of August 8, 1985
Subscription Accepted:
PLAN INVESTMENT FUND, INC.
By: FREDERICK C. CUE
Fredrick C. Cue
Its: President
<PAGE>
<PAGE> 248
EXHIBIT 16
COMPUTATION OF PERFORMANCE QUOTATION
Money Market Portfolio
- -------------------------
(A) Average yield for the 7 day period ending December 31,
1995
Daily dividend per PC (Net of expenses)
December 25 0.000153655
26 0.000152092
27 0.000150381
28 0.000149788
29 0.000154989
30 0.000154989
31 0.000154989
-----------
0.001070883
Base period return = 0.001070883/1 = 0.001070883
Formula
-------
Average yield = Base period return * (365/7)
= 0.001070883 * (365/7)
= 0.0558
= 5.58%
(B) Effective yield for the 7 day period ending December 31,
1995
Formula
-------
Effective yield = ((Base period return + 1)^(365/7)) - 1
= (1.001070883^(365/7))- 1
= 0.0574
= 5.74%
<PAGE>
<PAGE> 249
Government/REPO Portfolio
- -------------------------
(A) Average yield for the 7 day period ending December 31,
1995
Daily dividend per PC (Net of expenses)
December 25 0.000154530
26 0.000155436
27 0.000152766
28 0.000151068
29 0.000158472
30 0.000158472
31 0.000158472
-----------
0.001089216
Base period return = 0.001089216/1 = 0.001089216
Formula
-------
Average yield = Base period return *(365/7)
= 0.001089216 *(365/7)
= 0.0568
= 5.68%
(B) Effective yield for the 7 day period ending December 31,
1995
Formula
-------
Effective yield = ((Base period return + 1)^(365/7)) - 1
= (1.001089216 ^(365/7)) - 1
= 0.0584
= 5.84%
<PAGE>
<PAGE> 250
Short-Term Portfolio
- --------------------
(A) 30 day yield for period ending December 31, 1995
A = Interest earned during the period 321,384
B = Expenses accrued during the period 17,540
C = Average PCs outstanding during the period 6,842,986
D = Maximum offering price on last day of period 10.00
Formula
-------
30 day yield = 2 (((((A-B)/(C*D))+1)^6)-1)
= 2 (((303,844/68,429,860)+1)^6)-1)
= .0539
= 5.39%
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<PAGE> 251
(B) Total return calculation for period ending December 31, 1995
$10.00 Ending Net Asset Value
$1,000
Invest From December 31, 1994
Begin NAV # Years 1
$9.93
Share
Shares Factor NAV $ Div Div
------- ----------- ---- ----- -----
1995 Jan 100.705 0.049480333 9.94 4.98 0.501
Feb 101.206 0.046128402 9.96 4.67 0.469
Mar 101.675 0.051404573 9.96 5.23 0.525
Apr 102.200 0.049666330 9.97 5.08 0.510
May 102.710 0.051232284 9.99 5.26 0.527
June 103.237 0.049518881 9.98 5.11 0.512
Jul 103.749 0.050099413 9.98 5.20 0.521
Aug 104.270 0.050378200 9.99 5.25 0.526
Sep 104.796 0.049663401 9.99 5.20 0.521
Oct 105.317 0.051678273 9.98 5.44 0.545
Nov 105.862 0.049360269 9.99 5.23 0.524
Dec 106.386 0.050061990 10.00 5.33 0.533
End 106.919 10.00
Ending NAV $10.00
Ending Value $1,069.19
Formula
-------
T = Average annual total return
1/N
T = ((ERV/P) ) - 1 P = Initial investment
ERV = Ending value
N = Number of years
1/1
T = ((1069.19/1000) ) - 1
T = 6.92%
<PAGE>
<PAGE> 252
$1,000
Invest From December 31, 1990
Begin NAV # Years 5.00
$9.96
Share
Shares Factor NAV $ Div Div
------ ----------- ---- ---- -----
1991 Jan 100.402 0.062269513 9.98 6.25 0.626
Feb 101.028 0.054861582 9.97 5.54 0.556
Mar 101.584 0.058455505 9.97 5.94 0.596
Apr 102.180 0.054480897 9.97 5.57 0.559
May 102.739 0.054010936 9.97 5.55 0.557
Jun 103.296 0.051107214 9.96 5.28 0.530
Jul 103.826 0.052982515 9.97 5.50 0.552
Aug 104.378 0.052604696 9.99 5.49 0.550
Sep 104.928 0.049697140 10.01 5.21 0.520
Oct 105.448 0.050185457 10.04 5.29 0.527
Nov 105.975 0.048259718 10.06 5.11 0.508
Dec 106.483 0.047631956 10.09 5.07 0.502
1992 Jan 106.985 0.045093187 10.06 4.82 0.479
Feb 107.464 0.040648396 10.04 4.37 0.435
Mar 107.899 0.039938018 10.03 4.31 0.430
Apr 108.329 0.039066315 10.05 4.23 0.421
May 108.750 0.038027554 10.05 4.14 0.412
Jun 109.162 0.037210258 10.07 4.06 0.403
Jul 109.565 0.036261406 10.08 3.97 0.394
Aug 109.959 0.034326793 10.09 3.77 0.374
Sep 110.333 0.033625262 10.11 3.71 0.367
Oct 110.700 0.033468981 10.05 3.71 0.369
Nov 111.069 0.032357726 10.04 3.59 0.358
Dec 111.427 0.032162399 10.04 3.58 0.357
1993 Jan 111.784 0.032919385 10.05 3.68 0.366
Feb 112.150 0.030766351 10.07 3.45 0.343
Mar 112.493 0.033596382 10.07 3.78 0.375
Apr 112.868 0.032200821 10.07 3.63 0.360
May 113.228 0.033164935 10.06 3.76 0.374
Jun 113.602 0.031367384 10.07 3.56 0.354
Jul 113.956 0.032791549 10.05 3.74 0.372
Aug 114.328 0.030790066 10.07 3.52 0.350
Sep 114.678 0.028916896 10.07 3.32 0.330
Oct 115.008 0.029251528 10.06 3.36 0.334
Nov 115.342 0.029603019 10.04 3.41 0.340
Dec 115.682 0.042465678 10.03 4.91 0.490
1994 Jan 116.172 0.031398528 10.04 3.65 0.364
Feb 116.536 0.027818792 10.01 3.24 0.324
Mar 116.860 0.031034972 9.98 3.63 0.364
Apr 117.224 0.032568616 9.97 3.82 0.383
May 117.607 0.034692916 9.97 4.08 0.409
Jun 118.016 0.034858157 9.97 4.11 0.412
Jul 118.428 0.036863406 9.95 4.37 0.439
Aug 118.867 0.038885975 9.97 4.62 0.463
Sep 119.330 0.039443739 9.95 4.71 0.473
Oct 119.803 0.042608173 9.94 5.10 0.513
Nov 120.316 0.042615906 9.93 5.13 0.517
Dec 120.833 0.047054057 9.93 5.69 0.573
<PAGE>
<PAGE> 253
1995 Jan 121.406 0.049480333 9.94 6.01 0.605
Feb 122.011 0.046128402 9.96 5.63 0.565
Mar 122.576 0.051404573 9.96 6.30 0.633
Apr 123.209 0.049666330 9.97 6.12 0.614
May 123.823 0.051232284 9.99 6.34 0.635
June 124.458 0.049518881 9.98 6.16 0.617
Jul 125.075 0.050099413 9.98 6.27 0.628
Aug 125.703 0.050378200 9.99 6.33 0.634
Sep 126.337 0.049663401 9.99 6.27 0.628
Oct 126.965 0.051678273 9.98 6.56 0.657
Nov 127.622 0.049360269 9.99 6.30 0.631
Dec 128.253 0.050061990 10.00 6.42 0.642
END 128.895
End NAV $10.00
End Value $1,288.95
T = Average annual total return
(1/5)
T = (1,288.95/1,000 ) - 1
T = 5.21%
<PAGE>
<PAGE> 254
$1,000 From March 11, 1987
Invest # Years 8.81
Begin NAV
$10.00
Share
Shares Factor NAV $ Div Div
------- ----------- ---- ----- -----
1987 Mar 100.000 0.033969164 9.98 3.40 0.341
Apr 100.341 0.049320369 9.89 4.95 0.501
May 100.842 0.052762194 9.89 5.32 0.538
Jun 101.380 0.051981490 9.90 5.27 0.532
Jul 101.912 0.053123940 9.90 5.41 0.546
Aug 102.458 0.053216360 9.89 5.45 0.551
Sep 103.009 0.054351136 9.85 5.60 0.569
Oct 103.578 0.058628852 9.88 6.07 0.614
Nov 104.192 0.054963879 9.88 5.73 0.580
Dec 104.772 0.059029747 9.88 6.18 0.626
1988 Jan 105.398 0.057954511 9.91 6.11 0.617
Feb 106.015 0.052038256 9.93 5.52 0.556
Mar 106.571 0.054831346 9.92 5.84 0.589
Apr 107.160 0.054257436 9.91 5.81 0.586
May 107.746 0.057427618 9.88 6.19 0.627
Jun 108.373 0.057207355 9.89 6.20 0.627
Jul 109.000 0.060517166 9.88 6.60 0.668
Aug 109.668 0.062797415 9.87 6.89 0.698
Sep 110.366 0.062213367 9.88 6.87 0.695
Oct 111.061 0.064926200 9.89 7.21 0.729
Nov 111.790 0.063580000 9.87 7.11 0.720
Dec 112.510 0.067527771 9.85 7.60 0.772
1989 Jan 113.282 0.068462039 9.85 7.76 0.788
Feb 114.070 0.062283949 9.84 7.10 0.722
Mar 114.792 0.073303605 9.84 8.41 0.855
Apr 115.647 0.071661014 9.85 8.29 0.842
May 116.489 0.073973924 9.87 8.62 0.873
Jun 117.362 0.070233867 9.90 8.24 0.832
Jul 118.194 0.071261069 9.94 8.42 0.847
Aug 119.041 0.070574755 9.89 8.40 0.849
Sep 119.890 0.067587691 9.88 8.10 0.820
Oct 120.710 0.069507056 9.92 8.39 0.846
Nov 121.556 0.065948268 9.92 8.02 0.808
Dec 122.364 0.067718919 9.91 8.29 0.837
1990 Jan 123.201 0.066526408 9.90 8.20 0.828
Feb 124.029 0.060189846 9.89 7.47 0.755
Mar 124.784 0.066963287 9.88 8.36 0.846
Apr 125.630 0.064850441 9.86 8.15 0.827
May 126.457 0.067291864 9.88 8.51 0.861
Jun 127.318 0.064847950 9.89 8.26 0.835
Jul 128.153 0.066720975 9.91 8.55 0.863
Aug 129.016 0.066082175 9.90 8.53 0.862
Sep 129.878 0.063492297 9.91 8.25 0.832
Oct 130.710 0.064926332 9.92 8.49 0.856
Nov 131.566 0.062295378 9.93 8.20 0.826
Dec 132.392 0.063928804 9.96 8.46 0.849
<PAGE>
<PAGE> 255
1991 Jan 133.241 0.062269513 9.98 8.30 0.832
Feb 134.073 0.054861582 9.97 7.36 0.738
Mar 134.811 0.058455505 9.97 7.88 0.790
Apr 135.601 0.054480897 9.97 7.39 0.741
May 136.342 0.054010936 9.97 7.36 0.738
Jun 137.080 0.051107214 9.96 7.01 0.704
Jul 137.784 0.052982515 9.97 7.30 0.732
Aug 138.516 0.052604696 9.99 7.29 0.730
Sep 139.246 0.049697140 10.01 6.92 0.691
Oct 139.937 0.050185457 10.04 7.02 0.699
Nov 140.636 0.048259718 10.06 6.79 0.675
Dec 141.311 0.047631956 10.09 6.73 0.667
1992 Jan 141.978 0.045093187 10.06 6.40 0.636
Feb 142.614 0.040648396 10.04 5.80 0.578
Mar 143.192 0.039938018 10.03 5.72 0.570
Apr 143.762 0.039066315 10.05 5.62 0.559
May 144.321 0.038027554 10.05 5.49 0.546
Jun 144.867 0.037210258 10.07 5.39 0.535
Jul 145.402 0.036261406 10.08 5.27 0.523
Aug 145.925 0.034326793 10.09 5.01 0.497
Sep 146.422 0.033625262 10.11 4.92 0.487
Oct 146.909 0.033468981 10.05 4.92 0.490
Nov 147.399 0.032357726 10.04 4.77 0.475
Dec 147.874 0.032162399 10.04 4.76 0.474
1993 Jan 148.348 0.032919385 10.05 4.88 0.486
Feb 148.834 0.030766351 10.07 4.58 0.455
Mar 149.289 0.033596382 10.07 5.02 0.499
Apr 149.788 0.032200821 10.07 4.82 0.479
May 150.267 0.033164935 10.06 4.98 0.495
Jun 150.762 0.031367384 10.07 4.73 0.470
Jul 151.232 0.032791549 10.05 4.96 0.494
Aug 151.726 0.030790066 10.07 4.67 0.464
Sep 152.190 0.028916896 10.07 4.40 0.437
Oct 152.627 0.029251528 10.06 4.46 0.443
Nov 153.070 0.029603019 10.04 4.53 0.451
Dec 153.521 0.042465678 10.03 6.52 0.650
1994 Jan 154.171 0.031398528 10.04 4.84 0.482
Feb 154.653 0.027818792 10.01 4.30 0.430
Mar 155.083 0.031034972 9.98 4.81 0.482
Apr 155.565 0.032568616 9.97 5.07 0.509
May 156.074 0.034692916 9.97 5.41 0.543
Jun 156.617 0.034858157 9.97 5.46 0.548
Jul 157.165 0.036863406 9.95 5.79 0.582
Aug 157.747 0.038885975 9.97 6.13 0.615
Sep 158.362 0.039443739 9.95 6.25 0.628
Oct 158.990 0.042608173 9.94 6.77 0.681
Nov 159.671 0.042615906 9.93 6.80 0.685
Dec 160.356 0.047054057 9.93 7.55 0.760
<PAGE>
<PAGE> 256
1995 Jan 161.116 0.049480333 9.94 7.97 0.802
Feb 161.918 0.046128402 9.96 7.47 0.750
Mar 162.668 0.051404573 9.96 8.36 0.839
Apr 163.507 0.049666330 9.97 8.12 0.814
May 164.321 0.051232284 9.99 8.42 0.843
June 165.164 0.049518881 9.98 8.18 0.820
Jul 165.984 0.050099413 9.98 8.32 0.834
Aug 166.818 0.050378200 9.99 8.40 0.841
Sep 167.659 0.049663401 9.99 8.33 0.834
Oct 168.493 0.051678273 9.98 8.71 0.873
Nov 169.366 0.049360269 9.99 8.36 0.837
Dec 170.203 0.050061990 10.00 8.52 0.852
END 171.055
End NAV $10.00
End Value $1,710.55
T = Average annual total return
(1/8.81)
T = (1,710.55 /1,000 ) - 1
T = 6.28%
<PAGE>
<PAGE> 257
EXHIBIT 27
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION FOR THE MONEY MARKET PORTFOLIO
EXTRACTED FROM THE DECEMBER 31, 1995
ANNUAL REPORT AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS
<SERIES>
<NUMBER> 01
<NAME> MONEY MARKET PORTFOLIO
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 588318646
<INVESTMENTS-AT-VALUE> 588318646
<RECEIVABLES> 1558053
<ASSETS-OTHER> 18504
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 589895203
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 4919107
<TOTAL-LIABILITIES> 4919107
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 584976096
<SHARES-COMMON-STOCK> 584976096
<SHARES-COMMON-PRIOR> 451366634
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 584976096
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 36606286
<OTHER-INCOME> 0
<EXPENSES-NET> 1469390
<NET-INVESTMENT-INCOME> 35136896
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 35136896
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 35136896
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6644511740
<NUMBER-OF-SHARES-REDEEMED> 6528632149
<SHARES-REINVESTED> 17729871
<NET-CHANGE-IN-ASSETS> 133609462
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 999983
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1511291
<AVERAGE-NET-ASSETS> 603802477
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .058
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.058)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .24
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION FOR THE SHORT-TERM PORTFOLIO
EXTRACTED FROM THE DECEMBER 31, 1995
ANNUAL REPORT AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS
<SERIES>
<NUMBER> 02
<NAME> SHORT TERM PORTFOLIO
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 62890264
<INVESTMENTS-AT-VALUE> 63161622
<RECEIVABLES> 1141370
<ASSETS-OTHER> 24251
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 64327243
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 404903
<TOTAL-LIABILITIES> 404903
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 64522976
<SHARES-COMMON-STOCK> 6391373
<SHARES-COMMON-PRIOR> 10394368
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (871994)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 271358
<NET-ASSETS> 63922340
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6255073
<OTHER-INCOME> 0
<EXPENSES-NET> 297771
<NET-INVESTMENT-INCOME> 5957302
<REALIZED-GAINS-CURRENT> 35953
<APPREC-INCREASE-CURRENT> 700727
<NET-CHANGE-FROM-OPS> 6693982
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 5957302
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2359181
<NUMBER-OF-SHARES-REDEEMED> 6773259
<SHARES-REINVESTED> 411083
<NET-CHANGE-IN-ASSETS> (39317360)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (907947)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 244217
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 423974
<AVERAGE-NET-ASSETS> 104283838
<PER-SHARE-NAV-BEGIN> 9.93
<PER-SHARE-NII> .599
<PER-SHARE-GAIN-APPREC> .070
<PER-SHARE-DIVIDEND> (.599)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.00
<EXPENSE-RATIO> .30
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION FOR THE GOVERNMENT/REPO PORTFOLIO
EXTRACTED FROM THE DECEMBER 31, 1995
ANNUAL REPORT AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS
<SERIES>
<NUMBER> 03
<NAME> GOVERNMENT/REPO PORTFOLIO
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 119525350
<INVESTMENTS-AT-VALUE> 119525350
<RECEIVABLES> 37644
<ASSETS-OTHER> 82
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 119563076
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 483478
<TOTAL-LIABILITIES> 483478
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 119079598
<SHARES-COMMON-STOCK> 119079598
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 119079598
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1738297
<OTHER-INCOME> 0
<EXPENSES-NET> 29544
<NET-INVESTMENT-INCOME> 1708753
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1708753
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 314747906
<NUMBER-OF-SHARES-REDEEMED> 196484235
<SHARES-REINVESTED> 815927
<NET-CHANGE-IN-ASSETS> 119079598
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 59087
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 88107
<AVERAGE-NET-ASSETS> 50389665
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .034
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.034)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .10
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
