DEF 14A 1 c58225def14a.htm SCHEDULE DEF 14A def14a
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o      Preliminary Proxy Statement
o      CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
þ      Definitive Proxy Statement
o      Definitive Additional Materials
o      Soliciting Material Pursuant to Section 240.14a-12
Plan Investment Fund, Inc.
 
(Name of Registrant as Specified In Its Charter)
Plan Investment Fund, Inc.
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
þ   No fee required.
 
o   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
  1)   Title of each class of securities to which transaction applies:
 
  2)   Aggregate number of securities to which transaction applies:
 
  3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
  4)   Proposed maximum aggregate value of transaction:
 
  5)   Total fee paid:
 
o   Fee paid previously with preliminary materials.
 
o   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  1)   Amount Previously Paid:
 
  2)   Form, Schedule or Registration Statement No.:
 
  3)   Filing Party:
 
  4)   Date Filed:
 


TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF PARTICIPATION CERTIFICATE HOLDERS TO BE HELD ON JUNE 25, 2010
PROXY STATEMENT
ELECTION OF TRUSTEES
APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ADDITIONAL INFORMATION


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PLAN INVESTMENT FUND, INC.
2 Mid America Plaza
Suite 200
Oakbrook Terrace, Illinois 60181
 
NOTICE OF ANNUAL MEETING OF
PARTICIPATION CERTIFICATE HOLDERS
TO BE HELD ON JUNE 25, 2010

 
TO: The Participation Certificate holders of Plan Investment Fund, Inc.
The Annual Meeting of Participation Certificate holders of Plan Investment Fund, Inc. (the “Company”) will be held on June 25, 2010 at 2:00 p.m. CDT at the Swissôtel Chicago, 323 East Wacker Drive, Chicago, Illinois 60601, for the following purposes:
  1)   To elect nine Trustees; each Trustee elected will hold office until the next annual meeting of Participation Certificate holders or until his successor is duly elected and qualified;
 
  2)   To approve the selection of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm for the Company for the fiscal year ending December 31, 2010;
 
  3)   To transact such other business as may properly come before the meeting.
          The subjects referred to above are discussed in the Proxy Statement attached to this Notice. Each Participation Certificate holder is invited to attend the Annual Meeting of Participation Certificate holders in person. If a quorum is not present at the annual meeting, the Company reserves the right to adjourn the meeting.
          Participation Certificate holders of record at the close of business on April 30, 2010 have the right to vote at the meeting.
          Whether or not you expect to be present at the meeting, we urge you to complete, date, sign and return the enclosed proxy by May 28, 2010 in the enclosed envelope in order that the meeting may be held and a maximum number of Participation Certificates may be voted.
May 14, 2010
-s- Sandra K. Strutz
Sandra K. Strutz, Secretary


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PLAN INVESTMENT FUND, INC.
2 Mid America Plaza
Suite 200
Oakbrook Terrace, Illinois 60181
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees of Plan Investment Fund, Inc. (the “Company”) for use at the Annual Meeting of Participation Certificate holders to be held on June 25, 2010 at 2:00 p.m. CDT at the Swissôtel Chicago, 323 East Wacker Drive, Chicago, Illinois 60601, (such meeting, including any adjournment thereof, being referred to as the “Meeting”). The Company will bear all proxy solicitation costs. Any Participation Certificate (“PC”) holder giving a proxy may revoke it at any time before it is exercised by submitting to the Company a written notice of revocation or a subsequently executed proxy or by attending the Meeting and electing to vote in person. This Proxy Statement and the enclosed proxy are expected to be distributed to PC holders on or about May 14, 2010.
The Company currently offers two portfolios — the Government/REPO Portfolio and the Money Market Portfolio. Only PC holders of record at the close of business on April 30, 2010, will be entitled to vote at the Meeting. On that date the following number of PCs of the Company were outstanding and entitled to be voted at the Meeting: 108,420,769.43 Government/REPO Portfolio PCs, and 1,211,767,967.74 Money Market Portfolio PCs. Each PC is entitled to one vote. Cumulative voting is not permitted.
Each PC holder of record on the record date shall be entitled to cast one vote for each PC and a pro rata vote for each fractional PC outstanding in its name as of the record date on each matter to be voted upon at the meeting. The approval of a majority of the issued and outstanding PCs affected by the matter to be voted upon shall be required for approval of such matter. The PC holders entitled to cast a vote with respect to at least a majority of the Company’s issued and outstanding PCs, present in person or by proxy, shall constitute a quorum at the Meeting. Abstentions and broker non-votes shall be counted for purposes of determining the presence or absence of a quorum for the transaction of business. Members of the Board of Trustees shall be elected by written ballots, each of which shall be signed by the PC holder or its proxy and specifying the number of PCs voted with respect to such election.
The Company’s Annual Report for its Government/REPO and Money Market Portfolios, containing financial statements for the year ended December 31, 2009, has been mailed to PC holders and is not to be regarded as proxy solicitation material. To receive a free copy of this report, call BCS Financial Services Corporation (800) 621-9215.
For directions to attend the Meeting and vote in person, please contact us at (800) 621-9215.
If you do not expect to be present at the Meeting and wish your PCs to be voted, please date and sign the enclosed proxy and mail it in the enclosed reply envelope addressed to the Company, c/o PNC Global Investment Servicing, 760 Moore Road, F4-F760-01-2 King of Prussia, PA. 19406
Important Notice regarding the availability of Proxy Materials for the annual meeting to be held on June 25, 2010. This Proxy Statement is available at www.PIF.com.


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ELECTION OF TRUSTEES
Nine Trustees are to be elected at the Meeting. Each Trustee so elected will hold office until the next Annual Meeting of PC holders and until his successor is elected and qualified, or until his term as a Trustee is terminated as provided in the Company’s Bylaws. The person named as a proxy in the accompanying proxy has been designated by the Board of Trustees and, unless contrary instructions are given, intends to vote for the nominees named below.
The entire Board of Trustees consists of 11 persons, so the election of the nominees named herein will result in two vacancies. The proxies cannot be voted for a greater number of persons than the nominees named herein. Under the bylaws of the Company, vacancies on the Board of Trustees may be filled by a vote of the majority of the Trustees then in office. These vacancies are the result of Trustees not standing for reelection or resigning in prior years.
All PCs represented by valid proxies will be voted in the election of Trustees for each nominee named below unless authority to vote for a particular nominee is withheld. Should any nominee withdraw from the election or otherwise be unable to serve, the named proxy will vote for the election of such substitute as the Board of Trustees may recommend unless a decision is made to reduce the number of Trustees serving on the Board. The election of Trustees must be approved by a majority of the outstanding PCs of the Company. The following table sets forth certain information about the nominees:
Disinterested Trustees
                     
                    Other
                Number of   Trusteeships/
        Term of       Portfolios in Fund   Directorships
    Position(s)   Office(1) and   Principal   Complex   Held by
Name,   Held with   Length of   Occupation(s)   Overseen by   Trustee During
Address, and Age   Fund   Time Served   During Past 5 Years   Trustee   Past Five Years
Paul F. Brown
225 North Michigan
Avenue
Chicago, IL 60601
Age 45
  Trustee   6 Years   2005 to Present — Vice President, Deputy General Counsel and Assistant Corporate Secretary, Blue Cross and Blue Shield Association   Two   None
 
                   
Emil D. Duda
165 Court Street
Rochester, NY
14647
Age 58
  Trustee   8 Years   2005 to Present — Senior Executive Vice President and Chief Financial Officer, The Lifetime Healthcare Companies   Two   None
 
(1)   Term of office is one year

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                Number of   Trusteeships/
        Term of       Portfolios in Fund   Directorships
    Position(s)   Office(1) and   Principal   Complex   Held by
         Name,   Held with   Length of   Occupation(s)   Overseen by   Trustee During
Address, and Age   Fund   Time Served   During Past 5 Years   Trustee   Past Five Years
John G. Foos
P.O. Box 386
1016 Lorien Drive
Gwynedd Valley, PA
19437
Age 60
  Chairman


Trustee
  6 Years


8 Years
  November 2008 to present — retired;

2005 to November 2008 — Senior Vice President and Chief Financial Officer, Independence Blue Cross
  Two   Transatlantic Holdings, Inc.
 
                   
Robert A. Leichtle
1-20 East at Alpine
Road
Columbia, SC 29219
Age 63
  Trustee   9 Years   2005 to Present — Executive Vice President, Chief Financial Officer and Treasurer, Blue Cross and Blue Shield of South Carolina   Two   None
 
                   
Gerard T. Mallen
300 East Randolph
Street 14th Floor
Chicago, IL 60601
Age 55
  Trustee   5 years   December 2008 to Present— Treasurer and Finance Division Senior Vice President Health Care Service Corporation;   Two   None
 
                   
 
          2005 to December 2008 — Vice President Treasury Operations, Health Care Service Corporation (HCSC) (Blue Cross and Blue Shield of Illinois, Oklahoma, Texas and New Mexico)        
 
                   
Joseph F. Reichard,
CCM
120 Fifth Avenue,
Ste 911
Pittsburgh, PA 15222
Age 62
  Trustee   12 Years   2005 to Present — Vice President, Treasury Services and Assistant Treasurer, Highmark, Inc. (Insurance Company)   Two   None
 
(1)   Term of office is one year

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                Number of   Trusteeships/
        Term of       Portfolios in Fund   Directorships
    Position(s)   Office(1) and   Principal   Complex   Held by
         Name,   Held with   Length of   Occupation(s)   Overseen by   Trustee During
Address, and Age   Fund   Time Served   During Past 5 Years   Trustee   Past Five Years
John C. Trifone
445 Industrial Lane
Berlin, VT 05602
Age 55
  Trustee   3 Years   September 2008 to Present- Vice President, Treasurer, CFO and CIO, Blue Cross Blue Shield of Vermont   Two   None
 
                   
 
          September 2005 to Present — Vice President, Treasurer and Chief Financial Officer, Blue Cross and Blue Shield of Vermont;        
 
                   
 
          2005 to February 2006 — Corporate Vice President, Information Technology & Development, Vice President, Finance, Blue Cross and Blue Shield of Mississippi        
 
                   
Marilyn T. Tromans
2301 Main
Kansas City, MO
64108
Age 56
  Trustee   3 Years   2005 to Present — Vice President and Chief Financial Officer, Blue Cross and Blue Shield of Kansas City   Two   None
 
                   
Cynthia M. Vice
450 Riverchase
Parkway
Birmingham, AL
35242
Age 50
  Trustee   10 months   April 2009 to Present — Senior Vice President and Chief Financial Officer, Blue Cross and Blue Shield of Alabama;   Two   None
 
                   
 
          2005 to April 2009 — Vice President, Internal Audit and Information Security, Blue Cross and Blue Shield of Alabama        
 
(1)   Term of office is one year
The business and affairs of the Fund are managed under the direction of the Board of Trustees. At the present time, there are nine Trustees serving on the Board, including the Chairman of the Board. The Chairman presides at meetings of the Board of Trustees and at meetings of Participation Certificate holders. The Chairman, John Foos, is not the chief executive officer and not an “interested person” (as defined in the Investment Company Act) of the Fund. The Board exercises risk oversight of the Fund through receiving and reviewing compliance reports from, and making inquiries of, BCS as administrator of the Fund and BlackRock Institutional Management Company (“BlackRock”) as the Fund’s investment advisor. These reports are prepared monthly and provided to the Board on a

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periodic basis. The Board also exercises risk oversight by receiving and reviewing annual reports from the Fund’s Chief Compliance Officer and making inquiries of and having meetings with the Chief Compliance Officer.
All of the Trustees, except for Mr. Foos and Mr. Brown, hold chief financial officer or similar senior financial management positions with members or licensees of the Blue Cross and Blue Shield Association (the “Association”) and certain related organizations, which are the only entities that are permitted to purchase Participation Certificates. Mr. Foos previously held such a senior financial management position. Mr. Brown holds a senior legal position with the Association and manages a corporate venture capital fund that invests in privately held companies. Six of the Trustees have served as Trustees of the Fund for more than five years.
Each of the Trustees, with the exception of Mr. Brown, has significant senior management experience overseeing investment activities for an insurance company or similar entity. This experience has led the Fund to conclude that these individuals are well qualified to serve as Trustees of the Fund, which focuses its investment activities on current income and stability of principal. Mr. Brown has significant senior management experience with respect to legal matters, which has led the Fund to conclude that he is well qualified to serve as a Trustee of the Fund, which is subject to extensive and detailed legal requirements. In addition, Mr. Brown is qualified to serve as a Trustee of the Fund due to investment experience with the venture capital fund referred to above. While the current Trustees all have investment experience and skills and financial management or legal management experience and skills, future Trustees may have additional or different experience and skills.
The Fund has concluded that the interests of the Fund and its Participation Certificate holders are served by having several Trustees who have long-term experience as Trustees of the Fund, as well as some highly experienced Trustees with shorter Fund tenures, who may bring new perspectives to management of the Fund. The Fund also has concluded that its leadership structure, in which all or most of the Trustees are or have been affiliated with investors or potential investors in the Fund, aligns the interests of the Trustees with the interests of such investors with respect to risk oversight of the Fund and other matters.
         
                Aggregate Dollar Range of Equity
                Securities in All Registered Investment
    Companies Overseen by Trustee or
Name of Trustee or   Dollar Range of Equity Securities in   Nominee in Family of Investment
Nominee   the Fund   Companies
As of December 31, 2009, none of the Company’s Trustees or nominees had “beneficial ownership” (as such term is defined by Rule 16a-1(a)(2) under the Securities Exchange Act of 1934) of PCs in the Company or any registered investment companies overseen by the Trustees or nominees within the same family of investment companies as the Company.

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    Name of          
Name of   Owners and                
Trustee or   Relationships           Value of  
Nominee   To Trustee or Nominee   Company   Title of Class   Securities   Percent of Class
As of December 31, 2009, none of the Company’s Trustees or nominees who are not interested persons of the Company or their immediate family members were record owners or “beneficial owners” (as such term is defined by Rule 13d-3 or Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of PCs of an investment advisor of the Company or a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment advisor of the Company.
As individuals, the Trustees cannot directly own PCs of the Company; however, all of the Trustee nominees (other than Mr. Foos) are officers or employees of corporations that are eligible to own PCs and may be deemed to exercise voting and investment power in that capacity. As of April 30, 2010 these Trustee nominees’ employers owned or controlled the following:
                 
    Government/REPO   Money Market
Trustee   Portfolio PCs   Portfolio PCs
Paul F. Brown
    17,163,915.70       85,655,107.26  
Emil D. Duda
    69,231.50       54,412,978.79  
John G. Foos
    0.00       0.00  
Robert A. Leichtle
    0.00       241,495,146.48  
Gerard T. Mallen
    0.00       351,221,304.48  
Joseph F. Reichard
    0.00       73,807104.06  
John C. Trifone
    0.00       1,000,145.52  
Marilyn T. Tromans
    0.00       15,182,958.43  
Cynthia M. Vice
    0.00       46,240,620.18  
The Board of Trustees met three times during the Company’s last fiscal year. During the fiscal year ended December 31, 2009, Robert A. Leichtle attended less than 75% of the aggregate number of meetings of the Board of Trustees and the committees of the Board of Trustees on which he served.
Compensation Information
The following table sets forth information concerning compensation paid to Trustees and Officers of the Fund for the fiscal year ended December 31, 2009.
                                 
            Pension or           Total
            Retirement           Compensation
    Aggregate   Benefits Accrued   Estimated   From Fund and
Name of Person,   Compensation   as Part of Fund   Annual Benefits   Fund Complex
Position   From Fund   Expenses   Upon Retirement   Paid to Trustees
John G. Foos
Chairman and Trustee
  $ 1,150                 $ 1,150  

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The Company pays Trustees who are not employed by Blue Cross and/or Blue Shield Plans, subsidiaries or affiliates $500 for each Trustee meeting physically attended by Trustees and $150 for meetings held by telephone. All Trustees and officers receive reimbursement for out-of-pocket expenses. Trustees employed by Blue Cross and/or Blue Shield Plans, subsidiaries or affiliates and officers of the Company are not paid for attending meetings. Officers of the Company receive no compensation from the Company for performing the duties of their offices.
BCS has been retained to act as administrator for the Company. For the services provided and expenses assumed by BCS as administrator, BCS is entitled to receive a fee, computed daily and payable monthly, at a rate equal to .05% of each Portfolio’s average annual net assets. For the fiscal year ended December 31, 2009, BCS was paid $49,718 and waived $132,662 of the $182,380 which BCS was entitled to as the fee payable for its services as administrator for the Government/REPO Portfolio. For the fiscal year ended December 31, 2009, BCS was paid $612,982 and waived $153,243 of the $766,225 which BCS was entitled to for its services as administrator for the Money Market Portfolio. For the four months ending April 30, 2010, BCS earned negative $576, after fee waivers, as administrator for the Government/REPO Portfolio, and earned $189,865, after fee waivers, as administrator for the Money Market Portfolio.
Committees of the Board of Trustees
The Board of Trustees has a standing Audit Committee and a standing Nominating Committee. The Board of Trustees does not have a standing Compensation Committee.
Audit Committee. The purpose of the Audit Committee is to assist the Board of Trustees in fulfilling its governance responsibilities by, among other things, inquiring:
    whether management has maintained the reliability and integrity of Company policies and financial reporting and disclosure practices;
 
    whether management has established and maintained processes to assure that an adequate system of internal control is functioning;
 
    whether management has established and maintained processes to assure compliance by the Company with applicable laws and regulations;
 
    about and evaluating the performance and qualifications of financial management and the independent auditors, and
 
    by encouraging open communication among management, the independent auditors and the Board of Trustees.
The Audit Committee is responsible for identifying the independent auditors for selection by the Board of Trustees to audit the Company’s financial statements, reviewing the auditor’s fees, reviewing and approving the scope of the audit and pre-approving certain audit and non-audit services to be provided to the Company, and in certain cases, non-audit services provided to the Company’s investment adviser and certain affiliated parties.
The members of the Audit Committee are Emil Duda, John Trifone and Marilyn Tromans. The Audit Committee met two times during the Company’s most recent fiscal year.

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Nominating Committee. The purpose of the Company’s Nominating Committee is to gather information and make recommendations to the PC holders of nominees for election as Trustees of the Company and the Audit Committee. The Nominating Committee has a charter. The charter is set forth on the Company’s website http://www.pif.com.
The members of the Nominating Committee are Robert Leichtle and Joseph Reichard. None of the members of the Nominating Committee are “interested persons” of the Company, as defined in section 2(a)(19) of the Investment Company Act. The Nominating Committee met once during the Company’s most recent fiscal year.
The Nominating Committee will consider PC holders’ recommendations of potential nominees for election as Trustees. Recommendations of potential nominees for election at the annual meeting of PC holders should be submitted in writing to the Company at its principal office. Recommendations of potential nominees for election at the annual meeting of PC holders to be held in 2010 must be received by the Company by January 14, 2010.
While there are no specific, minimum qualifications that the Nominating Committee believes must be met by a Nominating Committee recommended nominee, in the past the Nominating Committee recommended nominees generally have been current or former executives of PC holders.
In evaluating potential trustee nominees, including nominees recommended by Participation Certificate holders, the Nominating Committee considers such qualifications and skills as it deems relevant. The committee considers, among other things:
    whether the candidate will qualify as a trustee who is not an “interested person” of the Company;
 
    the absence of any real or apparent conflict of interest that would interfere with the candidate’s ability to act in the best interests of the Company and its Participation Certificate holders;
 
    the contribution that the candidate can make to the Board of Trustees by virtue of his or her education, business experience and financial expertise;
 
    the interplay of the candidate’s skills and experience with the skills and experience of other Board members;
 
    whether the candidate is willing to commit the time necessary to attend meetings and fulfill the responsibilities of a trustee;
 
    the candidate’s personality traits, including integrity, independence, leadership, sound business judgment and the ability to work effectively with the other members of the Board of Trustees; and
 
    familiarity with the Company and utilization of the Company by the nominees’ employer.
With respect to the re-nomination of incumbent Trustees, past service to the Board is also considered.

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The Nominating Committee, acting through its members and with the assistance of officers of BCS Financial Services Corporation, its administrator, usually seeks nominees by making inquiries of PC holders. The Nominating Committee evaluates the qualifications of potential nominees, taking into consideration the factors set forth above, among others. The Nominating Committee will not evaluate nominees differently based on whether the nominee is recommended by a PC holder, but the Nominating Committee would be likely to recommend nominees who are associated with several different PC holders, rather than have several nominees who are associated with a single PC holder. The Nominating Committee has not taken diversity into consideration in identifying nominees for Trustees although it may determine to do so in the future.
The Company does not have a formal process for security holders to send communications to the Board of Trustees because the Company does not believe such a process is necessary. The Company expects that it will send any communication received for the trustees directly to them, unless the officers of the Company determine such communication to be inappropriate.
The Company encourages trustees to attend annual meetings of PC holders. Seven Trustees attended last year’s annual meeting of PC Holders.
APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP has been selected by the Board of Trustees, including all of the Board of Trustees who are not interested persons, as the Independent Registered Public Accounting Firm for the Company for the fiscal year ending December 31, 2010. The Trustees selected Deloitte & Touche LLP at a meeting held April 8, 2010. The ratification of the selection of the Independent Registered Public Accounting Firm for the 2010 fiscal year is to be voted upon at the Meeting, and it is intended that the persons named in the accompanying proxy will vote for Deloitte & Touche LLP unless contrary instructions are given. The selection of The Independent Registered Public Accounting Firm is being submitted for ratification at the Meeting as required by the Investment Company Act of 1940. Deloitte & Touche LLP has been the Company’s Independent Registered Public Accounting Firm since March 17, 2004 and has no direct or material indirect financial interest in the Company. It is not expected that a representative of Deloitte & Touche LLP will be present at the annual meeting of PC Holders.
Audit and Non-Audit Fees
The following table sets forth the aggregate audit and non-audit fees billed to the Fund for the fiscal years ended December 31, 2009 and 2008 for professional services rendered by the Fund’s Independent Registered Public Accounting Firm, Deloitte & Touche LLP.
                 
    Year Ended December 31,
    2009   2008
Audit fees
  $ 47,400     $ 38,400  
Audit-related fees
    16,800       16,000  
Tax fees
    4,800       0  
All other fees
    0       0  
     
Total
  $ 69,000     $ 54,400  

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Audit fees include fees billed for professional services associated with the annual audits and filings of the Fund’s Form N-1A, Form N-CSR and Form N-SAR. Audit related fees are fees billed for assurance and related services that are reasonably related to the performance of the audit. The audit related fees shown above are principally related to the semi-annual review of the Fund’s financial statements. Tax fees represent fees billed for services rendered for tax compliance and tax advice by the Fund’s Independent Registered Public Accounting Firm. All other fees would be for services rendered other than those included in the audit, audit-related or tax categories. All services for 2009 and 2008 for which fees are included in the table above were pre-approved by the Audit Committee of the Fund.
Other Affiliate Services Required to be Pre-Approved
The Audit Committee of the Fund also is required to pre-approve services by the Fund’s auditor to certain affiliate entities defined by SEC rules, including the Fund’s Advisor and any entity controlling, controlled by or under common control with the Advisor to the extent such services are determined to have a direct impact on the operations or financial reporting of the Fund. The amount of all other fees billed for services provided to the Fund’s Advisor for such services was approximately $407,500 in 2009 and $287,500 in 2008 related to the Advisor’s regulatory compliance program. These services were pre-approved by the Audit Committee of the Fund.
Aggregate Non-Audit Fees
The aggregate non-audit fees billed for professional services for the Fund, the Fund’s Advisor and all affiliates as defined, totaled approximately $407,500 in 2009 and $405,000 in 2008. The Audit Committee has considered the compatibility of the non-audit services that were not subject to pre-approval with the Independent Registered Public Accounting Firm’s independence.
Audit Committee Pre-Approval Policies
The Audit Committee of the Fund has adopted policies that require that each engagement of the Fund’s independent auditors to render audit or non-audit services to the Fund be pre-approved by the Fund’s Audit Committee, or if the committee shall determine to delegate such matter to one of its members, such member shall have the authority to pre-approve audit or non-audit services to the Company. The Fund’s Audit Committee, or if the committee shall determine to delegate such matter to one of its members, such member, also pre-approves all engagements by the independent auditors for engagements for non-audit services to the Adviser and any entity controlling, controlled by or under common control with the Advisor that provides ongoing services to the Fund, if the engagement relates directly to the operations or financial reporting of the Fund. The foregoing pre-approval requirements will not apply to certain non-audit services, provided the same are limited in amount and other requirements are satisfied with respect thereto, in accordance with the applicable provisions of Rule 2-01 under SEC Regulation S-X.

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ADDITIONAL INFORMATION
Officers
Officers of the Company are elected by the Trustees and serve at the pleasure of the Board. Information is set forth below as to officers of the Company who are not Trustees:
             
    Position(s)   Term of Office(1)   Principal
Name,   Held with   and Length of   Occupation(s)
Address, and Age   Fund   Time Served   During Past 5 Years
Dale E. Palka
2 Mid America Plaza
Suite 200
Oakbrook Terrace, IL 60181
Age 62
  President and Chief Executive Officer

Chief Compliance Officer
  6 Months


5 Years
  May 2009 to Present — Senior Vice President, BCS Financial Corporation.

2005 to May 2009 — Senior Vice President, BCS Financial Services Corporation.
 
           
Joseph S. Castellon
2 Mid America Plaza
Suite 200
Oakbrook Terrace, IL 60181
Age 39
  Treasurer   6 Months   June 2009 to Present- Assistant Vice President, BCS Financial Corporation; July 2006 to November 2008 Vice President, Suburban Bank and Trust Company; 2005 to July 2006 Vice President, Harris Bank
 
           
Sandra K. Strutz
2 Mid America Plaza
Suite 200
Oakbrook Terrace, IL 60181
Age 54
  Secretary   7 Years   2005 to Present — Assistant Corporate Secretary, BCS Financial Corporation
 
(1)   Term of Office is one year
The Company does not compensate any of its officers for services rendered to the Company in their capacity as officers. Mr. Palka and Ms. Strutz are officers of BCS, the administrator, and they receive compensation from BCS Financial Corporation.
Significant Owners
On April 30, 2010, the name, address, number of PCs held of record and percentage of ownership of persons which may be the beneficial owners of 5% or more of the outstanding PCs of the Government/REPO Portfolio because they possessed or shared voting or investment power with respect to such PCs on behalf of their underlying accounts were as follows:
                 
    Amount and Nature Of    
Name and Address of Beneficial Owner   Beneficial Ownership   Percent of Class
BlueCross BlueShield Association
225 North Michigan Avenue
Chicago, IL. 60601
    17,163,915.70       15.83 %
 
NASCO LLC
1200 Abernathy Road, Stuite 1000
Atlanta, GA. 30328
    14,071,930.05       12.97 %
 
Capital Blue Cross
2500 Elmerton Avenue
Harrisburg, PA. 17177
    63,400,000.00       58.47 %
On April 30, 2010, the name, address, number of PCs held of record and percentage of ownership of persons which may be the beneficial owners of 5% or more of the outstanding PCs of the Money

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Market Portfolio because they possessed or shared voting or investment power with respect to such PCs on behalf of their underlying accounts were as follows:
                 
    Amount and Nature Of    
Name and Address of Beneficial Owner   Beneficial Ownership   Percent of Class
BlueCross BlueShield Association
225 North Michigan Ave.
Chicago, IL. 60601
    85,655,107.26       7.07 %
 
Fort Dearborn Life Insurance Co.
1020 31st Street
Downers Grove, IL. 60515
    102,024,975.59       8.42 %
 
Health Care Services Corporation
300 East Randolph Street
Chicago, IL. 60601
    351,221,304.48       28.98 %
 
Blue Shield of California
50 Beale Street
San Francisco, CA. 94105
    64,956,823.34       5.36 %
 
Highmark, Inc.
120 Fifth Avenue Place, Suite 954
Pittsburgh, PA. 15222
    73,807,104.06       6.09 %
 
Blue Cross & Blue Shield of South Carolina
4101 Percival Road AX-A31
Columbia, SC. 29223
    241,495,146.48       19.93 %
Investment Advisor
The investment advisor for the Government/REPO Portfolio and the Money Market Portfolio is BlackRock Institutional Management Corporation, 100 Bellevue Parkway, Wilmington, DE, 19809.
PC Holder Proposals for Next Annual Meeting
Any PC holder proposal intended to be presented at the Annual Meeting of PC holders to be held in 2011 must be received by the Company at its principal office not later than January 14, 2011 in order for it to be included in the Company’s proxy materials relating to such Annual Meeting. In order for a PC holder to present a proposal at the 2011 Annual Meeting of PC holders, even if the proposal is not submitted by the deadline for inclusion in the Proxy Statement, notice must be given to the Secretary no later than March 30, 2011.
Other Matters
Management at present knows of no other business to be presented at the Meeting, or at any adjournment(s) thereof by or on behalf of the Company or its management. Should any other matter requiring a vote of PC holders arise, the persons named in the enclosed proxy will, unless authority to vote on other matters is withheld, vote for the recommendations of management with respect to such matters.
Dated: May 14, 2010
PC HOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH
TO HAVE THEIR PCs VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED
PROXY AND RETURN IT PROMPTLY.

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PLAN INVESTMENT FUND, INC.
2 Mid America Plaza
Suite 200

Oakbrook Terrace, Illinois 60181
Proxy Solicitation on behalf of the Board of Trustees for the Annual Meeting of
Participation Certificate holders
To be held on June 25, 2010
 
The undersigned Participation Certificate (“PC”) holder of Plan Investment Fund, Inc. does hereby appoint Sandra K. Strutz, Joseph S. Castellon and Dale E. Palka, or any of them, as attorney and proxy of the undersigned, each with full power of substitution and resubstitution, to attend the Annual Meeting of Participation Certificate holders to be held on June 25, 2010, at the Swissôtel Chicago, 323 East Wacker Drive, Chicago, Illinois 60601, at 2:00 p.m. CDT and at all adjournments thereof, and there at to vote the PCs held in the name of the undersigned on the record date for said meeting on the matters listed below, all of which have been proposed by Plan Investment Fund, Inc.
1. Election of Nine Trustees
Instructions: To vote for individual nominees, place an “X” on the line next to each such nominee, up to a total of nine individual nominees. Unless the authority to vote for a nominee is withheld or unless otherwise specified, authority is deemed granted to vote for the election of such nominee.
TO BE UPDATED FOLLOWING RECOMMENDATIONS OF NOMINATING COMMITTEE
                 
          Name of           Withhold  
Management Nominee   Vote For     Authority To Vote  
All of nominees listed below Or individually:
                                                     
 
                                                     
John G. Foos
                                                     
Paul F. Brown
                                                     
Emil D. Duda
                                                     
Robert A. Leichtle
                                                     
Gerard T. Mallen
                                                     
Joseph F. Reichard
                                                     
John C. Trifone
                                                     
Marilyn T. Tromans
                                                     
Cynthia M. Vice
                                                     


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Name of additional nominees(s)   Vote For
 
   
 
   
 
   
 
   
 
   
 
   
2. Selection of Independent Auditors
Ratify selection of Deloitte & Touche LLP as independent auditors for the fiscal year ending December 31, 2010.
             
(Auditors)   o FOR   o ABSTAIN   o AGAINST
3. Other Business
Recommendations of management with respect to such other business properly brought before the Meeting (or any adjournment(s) thereof).
             
(Other Business)   o FOR   o ABSTAIN   o AGAINST
The PCs represented by this Proxy shall be voted as instructed, provided that if no instruction is given for a particular matter, this Proxy confers authority to vote:
(a)   For the election of the Nominating Committee’s slate of Trustees set forth in paragraph 1 above;
 
(b)   For Appointment of Independent Auditors set forth in paragraph 2 above;
 
(c)   For the recommendations of management with respect to such other business properly brought before the Meeting (or any adjournment(s) thereof).
Dated:                     , 2010
     
 
   
(Signature) (Title)
  (Print Name)
THIS PROXY SHOULD BE SIGNED BY AN OFFICER AUTHORIZED TO GIVE WRITTEN INSTRUCTIONS FOR INVESTMENT ACCOUNTS AND RETURNED TO THE COMPANY C/O PNC Global Investment Services, 760 MOORE ROAD, F4-F760-01-2, KING OF PRUSSIA, PA 19406.