DEF 14A 1 c64596def14a.htm DEF 14A def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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þ      Definitive Proxy Statement
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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)
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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.
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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 17, 2011
 
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 17, 2011 at 8:30 a.m. CDT at The American Club, 419 Highland Dr., Kohler, WI 53044, for the following purposes:
  1)   To elect eleven 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, 2011;
 
  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 29, 2011 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 25, 2011 in the enclosed envelope in order that the meeting may be held and a maximum number of Participation Certificates may be voted.
May 13, 2011
-s- Joseph S. Castellon
Joseph S. Castellon, Secretary

 


 

PLAN INVESTMENT FUND, INC.
2 Mid America Plaza
Suite 200
Oakbrook Terrace, Illinois 60181
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees of Plan Investment Fund, Inc. (the “Company”) for use at the Annual Meeting of Participation Certificate holders to be held on June 17, 2011 at 8:30 a.m. CDT at The American Club, 419 Highland Dr., Kohler, WI 53044, (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 13, 2011.
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 29, 2011, 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: 30,889,104 Government/REPO Portfolio PCs, and 1,250,851,003 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, 2010, 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 (“BCSFSC”) (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 BNY Mellon Asset Servicing US Investor Services, Attn: Zakiya Hill, 760 Moore Road, 19K-0102, King of Prussia, PA 19406.
Important Notice regarding the availability of Proxy Materials for the annual meeting to be held on June 17, 2011. This Proxy Statement is available at www.PIF.com.

 


 

ELECTION OF TRUSTEES
Eleven 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.
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
                     
        Term of       Number of    
        Office(1)       Portfolios in    
        and       Fund   Other
    Position(s)   Length   Principal   Complex   Trusteeships
Name,   Held with   of Time   Occupation(s)   Overseen   Held by the
Address, and Age   the Fund   Served   During Past 5 Years   by Trustee   Trustee
 
                   
Dorothy A. Coleman
500 Exchange Street
Providence, RI 02903
Age 48
  Trustee   ___(2)   2009 to Present — Executive Vice President, Chief Financial Officer and Treasurer, Blue Cross and Blue Shield of Rhode Island;   Two   None
 
          2006 to October 2008 — Chief Operating Officer/Interim President — Public Sector Line of Business, United Healthcare        
 
                   
Emil D. Duda
165 Court Street
Rochester, NY 14647
Age 59
  Trustee   9 Years   2006 to Present — Senior Executive Vice President and Chief Financial Officer, The Lifetime Healthcare Companies   Two   None
 
                   
John G. Foos
1181 Gussie’s Knoll
  Chairman   7 Years   November 2008 to Present — retired;   Two   Transatlantic
Holdings, Inc
Greensboro, GA 30642
Age 61
  Trustee   9 Years   2006 to November 2008 — Senior Vice President and Chief Financial Officer, Independence Blue Cross        
 
(1)   Term of office is one year
 
(2)   Less than one year

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        Term of       Number of    
        Office(1)       Portfolios in    
        and       Fund   Other
    Position(s)   Length   Principal   Complex   Trusteeships
Name,   Held with   of Time   Occupation(s)   Overseen   Held by the
Address, and Age   the Fund   Served   During Past 5 Years   by Trustee   Trustee
 
                   
Robert J. Kolodgy
225 North Michigan Ave.
Chicago, IL 60601
Age 53
  Trustee   ___(2)   2009 to Present — Senior Vice President and Chief Financial Officer, Blue Cross and Blue Shield Association;   Two   None
 
          2006 to 2009 — Chief Operating Officer, Chief Financial Officer, Chief Strategy Officer, Paramount Healthcare and Promedica Health Systems        
 
                   
Alan Krigstein
1901 Market Street
Philadelphia, PA 19103
Age 59
          December 2010 to Present — Executive Vice President and Chief Financial Officer, Independence Blue Cross;   Two   None
 
          May 2009 to December 2010 — Senior Vice President and Chief Financial Officer, Independence Blue Cross;
 
       
 
          2006 to April 2009 — Senior Vice President and Chief Financial Officer, Keystone Mercy Health Plan, Amerihealth Mercy Health Plan and Treasurer, Select Health Inc.        
 
                   
Robert A. Leichtle
I-20 East at Alpine Road
Columbia, SC 29219
Age 64
  Trustee   10 Years   2006 to Present — Executive Vice President, Chief Financial Officer and Treasurer,
BlueCross and BlueShield of South Carolina
  Two   None
 
                   
Gerard T. Mallen
300 East Randolph Street
14th Floor
  Trustee   6 Years   December 2008 to Present — Treasurer and Finance Division Senior Vice President
Health Care Service Corporation;
  Two   None
Chicago, IL 60601
Age 56
          2006 to December 2008 — Vice President Treasury Operations, Health Care Service
Corporation (HCSC) (Blue Cross Blue Shield of Illinois, Oklahoma, Texas and New Mexico)
       
 
                   
Joseph F. Reichard, CCM
120 Fifth Avenue, Ste 911
Pittsburgh, PA 15222
Age 63
  Trustee   13 Years   2006 to Present — Vice President, Treasury Services and Assistant Treasurer, Highmark, Inc
(Insurance Company)
  Two   None
 
                   
John C. Trifone
445 Industrial Lane
Berlin, VT 0-5602
Age 56
  Trustee   4 Years   2006 to Present — Vice President, Treasurer, Chief Financial Officer and Chief Information Officer, Blue Cross Blue Shield of Vermont;   Two   None
 
          January 2006 to February 2006 — Corporate
Vice President, Information Technology & Development, Vice President, Finance, Blue Cross and Blue Shield of Mississippi
       
 
(1)   Term of office is one year
 
(2)   Less than one year

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        Term of       Number of    
        Office(1)       Portfolios in    
        and       Fund   Other
    Position(s)   Length   Principal   Complex   Trusteeships
Name,   Held with   of Time   Occupation(s)   Overseen   Held by the
Address, and Age   the Fund   Served   During Past 5 Years   by Trustee   Trustee
 
                   
Marilyn T. Tromans
2301 Main
Kansas City, MO 64108
Age 57
  Trustee   4 Years   October 2010 to Present — Senior Vice President, Chief Financial Officer, Blue Cross and Blue Shield of Kansas City;

2006 to September 2010 — 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 51
  Trustee   1 Year   April 2009 to Present — Senior Vice President, Chief Financial Officer and Treasurer, Blue Cross and Blue Shield of Alabama;

2006 to April 2009 — Vice President, Internal Audit and Information Security, Blue Cross and Blue Shield of Alabama
  Two   None
 
(1)   Term of office is one year
 
(2)   Less than one year
The business and affairs of the Fund are managed under the direction of the Board of Trustees. At the present time, there are ten Trustees serving on the Board, including the Chairman of the Board. The Chairman presides at meetings of the Board of Trustees and at meetings of Participation Certificate holders. The Chairman, John Foos, is not the chief executive officer and not an “interested person” (as defined in the Investment Company Act) of the Fund. The Board exercises risk oversight of the Fund through receiving and reviewing compliance reports from, and making inquiries of, BCS Financial Services Corporation (“BCSFSC”) as administrator of the Fund and BlackRock Institutional Management Company (“BIMC”) as the Fund’s investment advisor. These reports are prepared monthly and provided to the Board on a periodic basis. The Board also exercises risk oversight by receiving and reviewing annual reports from the Fund’s Chief Compliance Officer and making inquiries of and having meetings with the Chief Compliance Officer.
The Board met five times during the Fund’s fiscal year ended December 31, 2010. During the fiscal year ended December 31, 2010, Dorothy Coleman, who was first elected to the Board during such fiscal year, attended less than 75% of the aggregate number of meetings of the Board and the committees of the Board on which she served.
All of the Trustees, except for Mr. Foos, 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. Five of the Trustees have served as Trustees of the Fund for more than five years.
Each of the Trustees has significant senior management experience overseeing investment activities for an insurance company or similar entity. This experience has led the Fund to conclude that these individuals are well qualified to serve as Trustees of the Fund, which focuses its investment activities on current income and stability of principal. While the current Trustees all have investment experience and skills and financial management skills, future Trustees may have additional or different experience and skills.

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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, 2010, none of the Company’s Trustees or nominees had “beneficial ownership” (as such term is defined by Rule 16a-1(a)(2) under the Securities Exchange Act of 1934) of PCs in the Company or any registered investment companies overseen by the Trustees or nominees within the same family of investment companies as the Company.
                                         
        Name of                              
Name of     Owners and                              
Trustee or     Relationships                     Value of     Percent of  
Nominee     To Trustee or Nominee     Company     Title of Class     Securities     Class  
As of December 31, 2010, 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 29, 2011 these Trustee nominees’ employers owned or controlled the following:
                 
    Government/REPO     Money Market  
Trustee   Portfolio PCs     Portfolio PCs  
Dorothy A. Coleman
    207,052.75       0.00  
Emil D. Duda
    10,116.80       12,772,894.19  
John G. Foos
    0.00       0.00  
Robert A. Leichtle
    0.00       183,163,477.89  
Robert J. Kolodgy
    3,920,324.67       108,346,835.18  
Gerard T. Mallen
    1,501,086.50       347,479,629.13  
Alan Krigstein
    163,402.01       53,098,111.03  
Joseph F. Reichard
    0.00       170,712,469.31  
John C. Trifone
    0.00       1,001,685.89  
Marilyn T. Tromans
    0.00       10,600,214.44  
Cynthia M. Vice
    0.00       53,328,443.95  

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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, 2010.
                                 
            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
  $ 2,100                 $ 2,100  
The Company pays Trustees who are not employed by Blue Cross and/or Blue Shield Plans, subsidiaries or affiliates $500 for each Trustee meeting physically attended by Trustees and $150 for meetings held by telephone. All Trustees and officers receive reimbursement for out-of-pocket expenses. Trustees employed by Blue Cross and/or Blue Shield Plans, subsidiaries or affiliates and officers of the Company are not paid for attending meetings. Officers of the Company receive no compensation from the Company for performing the duties of their offices.
BCSFSC has been retained to act as administrator for the Company. For the services provided and expenses assumed by BCSFSC as administrator, BCSFSC is entitled to receive a fee, computed daily and payable monthly, at a rate equal to .05% of each Portfolio’s average annual net assets. For the fiscal year ended December 31, 2010, BCSFSC was paid $14,677 and waived $46,532 of the $61,209 which BCSFSC was entitled to as the fee payable for its services as administrator for the Government/REPO Portfolio. For the fiscal year ended December 31, 2010, BCSFSC was paid $515,350 and waived $128,838 of the $644,188 which BCSFSC was entitled to for its services as administrator for the Money Market Portfolio. For the four months ending April 30, 2011, BCSFSC earned ($5,432) after fee waivers, as administrator for the Government/REPO Portfolio, and earned $176,069, after fee waivers, as administrator for the Money Market Portfolio, resulting in a net payment or credit of $170,637 to BCSFSC from the Company.
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;

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    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, Marilyn Tromans and Cynthia Vice. The Audit Committee met two times during the Company’s most recent fiscal year.
Nominating Committee. The purpose of the Company’s Nominating Committee is to gather information and make recommendations to the PC holders of nominees for election as Trustees of the Company and the Audit Committee. The Nominating Committee has a charter. The charter is set forth on the Company’s website http://www.pif.com.
The members of the Nominating Committee are Robert Kolodgy, 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 three times 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 2011 must have been received by the Company by January 13, 2011.
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;

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    the interplay of the candidate’s skills and experience with the skills and experience of other Board members;
 
    whether the candidate is willing to commit the time necessary to attend meetings and fulfill the responsibilities of a trustee;
 
    the candidate’s personality traits, including integrity, independence, leadership, sound business judgment and the ability to work effectively with the other members of the Board of Trustees; and
 
    familiarity with the Company and utilization of the Company by the nominees’ employer.
With respect to the re-nomination of incumbent Trustees, past service to the Board is also considered.
The Nominating Committee, acting through its members and with the assistance of officers of BCSFSC, its administrator, usually seeks nominees by making inquiries of PC holders. The Nominating Committee evaluates the qualifications of potential nominees, taking into consideration the factors set forth above, among others. The Nominating Committee will not evaluate nominees differently based on whether the nominee is recommended by a PC holder, but the Nominating Committee would be likely to recommend nominees who are associated with several different PC holders, rather than have several nominees who are associated with a single PC holder. The nominee approved by the Nominating Committee for inclusion in the Company’s proxy card for the Meeting (other than trustees standing for re-election) is Alan Krigstein. Mr. Krigstein was recommended as a nominee by the executive officers of the Company. The Nominating Committee has not taken diversity into consideration in identifying nominees for Trustees although it may determine to do so in the future.
The Company does not have a formal process for security holders to send communications to the Board of Trustees because the Company does not believe such a process is necessary. The Company expects that it will send any communication received for the trustees directly to them, unless the officers of the Company determine such communication to be inappropriate.
The Company encourages trustees to attend annual meetings of PC holders. All Trustees attended last year’s annual meeting of PC Holders.
APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP has been selected by the Board of Trustees, including all of the Board of Trustees who are not interested persons, as the Independent Registered Public Accounting Firm for the Company for the fiscal year ending December 31, 2011. The Trustees selected Deloitte & Touche LLP at a meeting held April 20, 2011. The ratification of the selection of the Independent Registered Public Accounting Firm for the 2011 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

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Public Accounting Firm since February 25, 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, 2010 and 2009 for professional services rendered by the Fund’s Independent Registered Public Accounting Firm, Deloitte & Touche LLP.
                 
    Year Ended December 31,  
    2010     2009  
 
               
Audit fees
  $ 50,500     $ 47,400  
Audit-related fees
    21,707       16,800  
Tax fees
    10,200       4,800  
All other fees
    0       0  
 
           
Total
  $ 82,407     $ 69,000  
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 2010 and 2009 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 $17,000 in 2010 and $407,500 in 2009 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 $17,000 in 2010 and $407,500 in 2009. 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.

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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 63
  President and Chief Executive Officer   1 Year   May 2009 to Present — Senior Vice President,
BCS Financial Corporation.

2006 to May 2009 — Senior Vice President,
BCS Financial Services Corporation.
 
           
Joseph S. Castellon
2 Mid America Plaza
Suite 200
Oakbrook Terrace, IL
60181
Age 40
  Treasurer

Chief Compliance
Officer

Secretary
  1 Year

___(2)


___(2)
  April 2010 to Present-
Vice President,
BCS Financial Corporation;

June 2009 to March 2010-
Assistant Vice President,
BCS Financial Corporation;

July 2006 to November 2008-
Vice President, Suburban Bank
and Trust Company;

January 2006 to July 2006
Vice President,
Harris Bank, N.A.
 
(1)   Term of office is one year
 
(2)   Less than one year
The Company does not compensate any of its officers for services rendered to the Company in their capacity as officers. Mr. Palka and Mr. Castellon are officers of BCSFSC, the administrator, and they receive compensation from BCS Financial Corporation.
Significant Owners
On April 29, 2011, 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:

11


 

                 
    Amount and Nature Of    
Name and Address of Beneficial Owner   Beneficial Ownership   Percent of Class
 
               
NASCO LLC
1200 Abernathy Road, Suite 1000
Atlanta, GA 30328
    14,085,756.46       45.60 %
 
               
The Regence Group
1800 Ninth Avenue MS 1025
Seattle, WA 98101
    5,941,905.19       19.24 %
 
               
Blue Cross and Blue Shield Association
225 North Michigan Avenue
Chicago, IL 60181
    3,920,324.67       12.69 %
 
               
BCS Financial Corporation
2 Mid America Plaza
Oakbrook Terrace, IL 60181
    1,735,385.78       5.62 %
On April 29, 2011, the name, address, number of PCs held of record and percentage of ownership of persons which may be the beneficial owners of 5% or more of the outstanding PCs of the Money Market Portfolio because they possessed or shared voting or investment power with respect to such PCs on behalf of their underlying accounts were as follows:
                 
    Amount and Nature Of    
Name and Address of Beneficial Owner   Beneficial Ownership   Percent of Class
 
               
Health Care Services Corporation
300 East Randolph Street
Chicago, IL. 60601
    347,479,629.13       27.78 %
 
               
Blue Cross & Blue Shield of South Carolina
4101 Percival Road AX-A31
Columbia, SC. 29223
    183,163,477.89       14.64 %
 
               
Highmark, Inc.
120 Fifth Avenue Place, Suite 954
Pittsburgh, PA. 15222
    170,712,469.31       13.65 %
 
               
BlueCross BlueShield Association
225 North Michigan Ave.
Chicago, IL. 60601
    108,346,835.18       8.66 %
 
               
Capital Blue Cross
1901 Market Street
Philadelphia, PA. 19103
    102,162,814.19       8.17 %
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. It is anticipated that following the date of the Annual Meeting, the investment advisory functions currently provided to the Portfolios by BlackRock Institutional Management Corporation will be transferred to its direct parent entity, BlackRock Advisors, LLC

12


 

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 2012 must be received by the Company at its principal office not later than January 13, 2012 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 2012 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 29, 2012.
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 13, 2011
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.

13


 

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 17, 2011

 
The undersigned Participation Certificate (“PC”) holder of Plan Investment Fund, Inc. does hereby appoint 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 17, 2011 at 8:30 a.m. CDT at The American Club, 419 Highland Dr., Kohler, WI 53044, at 8:30 a.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 Eleven Trustees
Instructions: To vote for individual nominees, place an “X” on the line next to each such nominee, up to a total of eleven individual nominees. Unless the authority to vote for a nominee is withheld or unless otherwise specified, authority is deemed granted to vote for the election of such nominee.
         
Name of       Withhold
Management Nominee   Vote For   Authority To Vote
 
       
All of nominees listed below or individually:
  _____   _____
Dorothy A. Coleman
  _____   _____
Emil D. Duda
  _____   _____
John G. Foos
  _____   _____
Robert J. Kolodgy
  _____   _____
Alan Krigstein
  _____   _____
Robert A. Leichtle
  _____   _____
Gerard T. Mallen
  _____   _____
Joseph F. Reichard
  _____   _____
John C. Trifone
  _____   _____
Marilyn T. Tromans
  _____   _____
Cynthia M. Vice
  _____   _____

 


 

     
Name of additional nominees(s)   Vote For
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
2. Selection of Independent Auditors
Ratify selection of Deloitte & Touche LLP as independent auditors for the fiscal year ending December 31, 2011.
             
          (Auditors)                        FOR                        ABSTAIN                        AGAINST
3. Other Business
Recommendations of management with respect to such other business properly brought before the Meeting (or any adjournment(s) thereof).
             
          (Other Business)                        FOR                        ABSTAIN                        AGAINST
The PCs represented by this Proxy shall be voted as instructed, provided that if no instruction is given for a particular matter, this Proxy confers authority to vote:
(a)   For the election of the Nominating Committee’s slate of Trustees set forth in paragraph 1 above;
(b)   For Appointment of Independent Auditors set forth in paragraph 2 above;
(c)   For the recommendations of management with respect to such other business properly brought before the Meeting (or any adjournment(s) thereof).
Dated:                     , 2011
     
 
   
 
   
(Signature) (Title)
  (Print Name)
THIS PROXY SHOULD BE SIGNED BY AN OFFICER AUTHORIZED TO GIVE WRITTEN INSTRUCTIONS FOR INVESTMENT ACCOUNTS AND RETURNED TO THE COMPANY C/O BNY MELLON ASSET SERVICING US INVESTOR SERVICES, ATTN: ZAKIYA HILL, 760 MOORE ROAD, 19K-0102, KING OF PRUSSIA, PA 19406.