DEF 14A 1 c51291def14a.htm DEFINITIVE PROXY STATEMENT DEF 14A
Table of Contents

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

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 19, 2009

 
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 19, 2009 at 9:30 a.m. CDT at the offices of BCS Financial Services Corporation, 2 Mid America Plaza, Suite 200, Oakbrook Terrace, Illinois 60181, for the following purposes:
  1)   To elect 9 Trustees; each Trustee elected will hold office until the next annual meeting of Participation Certificate holders or until his or her successor is duly elected and qualified;
 
  2)   To approve the selection of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm for the Company for the fiscal year ending December 31, 2009;
 
  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, 2009 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 29, 2009 in the enclosed envelope in order that the meeting may be held and a maximum number of Participation Certificates may be voted.
         
     
          May 15, 2009  /s/ Sandra K. Strutz    
  Sandra K. Strutz, Secretary   
     

 


TABLE OF CONTENTS

PROXY STATEMENT
ELECTION OF TRUSTEES
APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ADDITIONAL INFORMATION


Table of Contents

         
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 19, 2009 at 9:30 a.m. CDT at the offices of BCS Financial Services Corporation (“BCS”), 2 Mid America Plaza, Suite 200, Oakbrook Terrace, Illinois 60181, (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 15, 2009.
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, 2009, 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: 315,797,798.47 Government/REPO Portfolio PCs, and 1,319,314,907.48 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, 2008, 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 PFPC Inc. at (800) 441-7764.
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, Pennsylvania 19406.

1


Table of Contents

Important Notice regarding the availability of Proxy Materials for the annual meeting to be held on June 19, 2009. This Proxy Statement is available at www.PIF.com.
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. One incumbent Trustee is not standing for reelection and there are two vacancies on the Board due to prior Trustee resignations. Nominees have not been selected to fill two of these three positions. The proxies cannot be voted for a greater number of persons than the nominees named herein. Under the bylaws of the Company, vacancies on the Board of Trustees may be filled by a vote of the majority of the Trustees then in office.
All PCs represented by valid proxies will be voted in the election of Trustees for each nominee named below unless authority to vote for a particular nominee is withheld. Should any nominee withdraw from the election or otherwise be unable to serve, the named proxy will vote for the election of such substitute as the Board of Trustees may recommend unless a decision is made to reduce the number of Trustees serving on the Board. The election of Trustees must be approved by a majority of the outstanding PCs of the Company. The following table sets forth certain information about the nominees:
Interested Trustees
                     
        Term of       Number of Portfolios   Other
Trusteeships
    Position(s)   Office and   Principal   in Fund Complex   Held by
Name,   Held with   Length of   Occupation(s)   Overseen by   Nominee for
Address, and Age   Fund   Time Served   During Past 5 Years   Nominee for Trustee   Trustee
Gerard T. Mallen(1)
300 East Randolph Street
14th Floor
Chicago, IL 60601
Age 54
  President and Chief Executive Officer   1 Years   December 2008 to present – Treasurer and Finance Division Senior Vice President Health Care Service Corporation; (HCSC) (Blue Cross Blue Shield of Illinois, Oklahoma, Texas and New Mexico);   Two   None
 
                   
 
  Trustee   4 Years   February 2004 to December 2008 – Vice President Treasury Operations, (HCSC);        
 
                   
 
          2004 to February 2004 – Vice President and Chief Financial Officer, Fort Dearborn Life (wholly-owned subsidiary of HCSC)        
 
*   Mr. Mallen may be deemed an “interested person” (as defined in the Investment Company Act) of the Fund as a result of his status as President and Chief Executive Officer of the Company.

2


Table of Contents

Disinterested Trustees
                     
        Term of           Other
    Position(s)   Office and   Principal   Number of Portfolios   Trusteeships
Name,   Held with   Length of   Occupation(s)   in Fund Complex   Held by
Address, and Age   Fund   Time Served   During Past 5 Years   Overseen by Trustee   Trustee
John G. Foos
  Chairman   5 Years   November 2008 to present – retired;   Two   Transatlantic
Holdings, Inc.
 
                   
 
  Trustee   7 Years   2004 to November 2008 – Senior Vice President and Chief Financial Officer, Independence Blue Cross        
 
                   
Paul F. Brown
225 North Michigan Avenue
Chicago, IL 60601
Age 44
  Trustee   5 Years   2004 to Present – Vice President, Deputy General Counsel and Assistant Corporate Secretary, BlueCross and BlueShield Association   Two   None
 
                   
Emil D. Duda
165 Court Street
Rochester, NY 14647
Age 57
  Trustee   7 Years   2004 – Present – Senior Executive Vice President and Chief Financial Officer, The Lifetime Healthcare Companies   Two   None
 
                   
Robert A. Leichtle
I-20 East at Alpine Road
Columbia, SC 29219
Age 62
  Trustee   8 Years   2004 to Present – Executive Vice President, Chief Financial Officer and Treasurer, BlueCross and BlueShield of South Carolina   Two   None
 
                   
Joseph F. Reichard, CCM
120 Fifth Avenue
Pittsburgh, PA 15222
Age 61
  Trustee   11 Years   2004 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 54
  Trustee   2 Years   September 2005 to Present – Vice President, Treasurer and Chief Financial Officer, Blue Cross Blue Shield of Vermont;   Two   None
 
 
          2004 to February 2006 – Corporate Vice President of Information Technology & Development; Vice President of Finance, BlueCross BlueShield of Mississippi        
 
                   
Marilyn T. Tromans
2301 Main
Kansas City, MO 64108
Age 55
  Trustee   2 Year   2004 to Present – Vice President and Chief Financial Officer, Blue Cross and Blue Shield of Kansas City   Two   None
 
                   
Cynthia M. Vice
450 Riverchase Parkway, East
Birmingham, AL 35244
Age 49
  None   None   April 1, 2009 – Current – Chief Financial Officer, Blue Cross Blue Shield of Alabama 2004 to April 1, 2009 – Vice President Internal Audit and Information Security, Blue Cross Blue Shield of Alabama   Two   None

3


Table of Contents

                 
                Aggregate Dollar Range of Equity Securities
                in All Registered Investment Companies
Name of Trustee or   Dollar Range of Equity Securities in   Overseen by Trustee or Nominee in Family
Nominee   the Fund   of Investment Companies
As of December 31, 2008, 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                        
    Owners and                        
Name of   Relationships                        
Trustee or   To Trustee or                 Value of     Percent
Nominee   Nominee     Company     Title of Class     Securities     of Class
As of December 31, 2008, 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, 2009 the employers of the Trustees and/or nominees named below (or in the case of Mr. Foos, his former employer) owned or controlled the following:
                 
    Government/REPO     Money Market  
            Trustee   Portfolio PCs     Portfolio PCs  
Paul F. Brown
    62,309,235.51       110,464,190.15  
Emil D. Duda
    69,454.37       57,179,464.60  
John G. Foos
    163,140.76       106,571.58  
Robert A. Leichtle
    0.00       262,805,495.28  
Gerard T. Mallen
    114,785,477.12       674,674,554.29  
Joseph B. Reichard
    0.00       69,300,366.00  
John C. Trifone
    2,111,259.07       0.00  
Marilyn T. Tromans
    0.00       25,121,822.10  
Cynthia M. Vice
    0.00       28,085,207.27  
The Board of Trustees met six times during the Company’s last fiscal year. During the fiscal year ended December 31, 2008, each of Paul F. Brown and Marilyn Tromans 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 or she served.
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

4


Table of Contents

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, 2008, BCS was paid $134,246. and voluntarily waived $214,355 of the $348,601 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, 2008, BCS was paid $495,607 and voluntarily waived $69,880 of the $565,487 which BCS was entitled to for its services as administrator for the Money Market Portfolio. For the four months ending April 30, 2009, BCS had earned $22,005 after voluntary fee waivers, as administrator for the Government/REPO Portfolio, and $216,904 after voluntary 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.

5


Table of Contents

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 15, 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.

6


Table of Contents

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 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 nominee approved by the Nominating Committee for inclusion in the Company’s proxy card for the Meeting (other than incumbent Trustees standing for reelection) is Cynthia M. Vice. Ms Vice was recommended by her employer, which is a PC holder.
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, 2009. The Trustees selected Deloitte & Touche LLP at a meeting held April 2, 2009. The ratification of the selection of the Independent Registered Public Accounting Firm for the 2009 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 expected that a representative of Deloitte & Touche LLP will be available at the meeting to make a statement if desired and to respond to appropriate questions.

7


Table of Contents

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, 2008 and 2007 for professional services rendered by the Fund’s Independent Registered Public Accounting Firm, Deloitte & Touche LLP.
                 
    Year Ended December 31,  
    2008     2007  
Audit fees
  $ 38,400     $ 57,800  
Audit-related fees
    16,000       14,750  
Tax fees
    0       4,400  
All other fees
    0       0  
 
           
Total
  $ 54,400     $ 76,950  
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, Form N-SAR and Rule 17f-2 of the Investment Company Act of 1940. 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 2008 and 2007 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 $287,500 in 2008 and $325,000 in 2007 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 $405,000 in 2008 and $2,982,000 in 2007 . 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.

8


Table of Contents

Audit Committee Pre-Approval Policies
The Audit Committee of the Fund has adopted policies that require that each engagement of the Fund’s independent auditors to render audit or non-audit services to the Fund be pre-approved by the Fund’s Audit Committee, or if the committee shall determine to delegate such matter to one of its members, such member shall have the authority to pre-approve audit or non-audit services to the Company. The Fund’s Audit Committee, or if the committee shall determine to delegate such matter to one of its members, such member, also pre-approves all engagements by the independent auditors for engagements for non-audit services to the Adviser and any entity controlling, controlled by or under common control with the Advisor that provides ongoing services to the Fund, if the engagement relates directly to the operations or financial reporting of the Fund. The foregoing pre-approval requirements will not apply to certain non-audit services, provided the same are limited in amount and other requirements are satisfied with respect thereto, in accordance with the applicable provisions of Rule 2-01 under SEC Regulation S-X.
ADDITIONAL INFORMATION
Officers
Officers of the Company are elected by the Trustees and serve at the pleasure of the Board. Information is set forth below as to officers of the Company who are not Trustees:
             
    Position(s)   Term of   Principal
Name,   Held with   Office 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 60
  Treasurer

Chief Compliance
Officer
  10 Years

4 Years
  2004 to Present – Senior Vice President, BCS Financial Services Corporation.
 
           
Sandra K. Strutz
2 Mid America Plaza Suite 200 Oakbrook Terrace, IL 60181
Age 53
  Secretary   6 Years   2004 to Present – Assistant Corporate Secretary, BCS Financial Corporation
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, 2009, 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:

9


Table of Contents

                 
    Amount and Nature Of    
Name and Address of Beneficial Owner   Beneficial Ownership   Percent of Class
Health Care Service Corporation
300 East Randolph
Chicago, IL 60601
    114,785,477.12       36.34 %
 
               
Blue Cross and Blue Shield Association
225 North Michigan Avenue
Chicago, IL 60601
    62,309,235.51       19.73 %
 
               
Blue Cross and Blue Shield of Kansas
1133 SW Topeka Blvd
Topeka, Kansas 66629-0001
    51,485,357.45       16.30 %
 
               
Capital Blue Cross
2500 Elmerton Road
Harrisburg, PA 17177
    35,600,000.00       11.27 %
 
               
Regence Blue Cross Blue Shield of Oregon
1800 Ninth Avenue
Seattle, WA 98101
    23,414,137.34       7.41 %
On April 30, 2009, 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 Service Corporation
300 East Randolph
Chicago, IL 60601
    674,674,554.29       51.14 %
 
               
Blue Cross and Blue Shield Association
225 N. Michigan Avenue
Chicago, IL 60601
    110,464,190.15       8.37 %
 
               
Highmark Inc.
120 Fifth Avenue
Pittsburgh, PA 152222
    69,300,366.00       5.25 %
 
               
Blue Cross and Blue Shield of South Carolina
4101 Percival Road AX-A31
Columbia, SC 29223
    262,805,495.28       19.92 %
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 2010 must be received by the Company at its principal office not later than January 15, 2010 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 2010 Annual Meeting of PC holders, even if the proposal is

10


Table of Contents

not submitted by the deadline for inclusion in the Proxy Statement, notice must be given to the Secretary no later than March 31, 2010.
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 15, 2009
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.

11


Table of Contents

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 19, 2009
 
The undersigned Participation Certificate (“PC”) holder of Plan Investment Fund, Inc. does hereby appoint, Sandra K. Strutz as attorney and proxy of the undersigned, with full power of substitution, to attend the Annual Meeting of Participation Certificate holders to be held on June 19, 2009, at the offices of BCS Financial Services Corporation, 2 Mid America Plaza, Suite 200, Oakbrook Terrace, Illinois, at 9:30 a.m. CDT and at all adjournments thereof, and thereat 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.
         
Name of       Withhold
Management Nominee   Vote For   Authority To Vote
All of nominees listed below
  ___   ___
 
or individually:
       
 
       
Paul F. Brown
  ___   ___
John G. Foos
  ___   ___
Emil D. Duda
  ___   ___
Robert A. Leichtle
  ___   ___
Gerard T. Mallen
  ___   ___
Joseph F. Reichard
  ___   ___
John C. Trifone
  ___   ___
Marilyn T. Tromans
  ___   ___
Cynthia M. Vice
  ___   ___


Table of Contents

         
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, 2009.
             
(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:                                         , 2009
                                                            
(Signature) (Title)
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 SERVICING, 760 MOORE ROAD, F4-F760-01-2, KING OF PRUSSIA, PENNSYLVANIA 19406.