ThZeal - The Zeal

DEF 14A 1 c60694ddef14a.txt DEFINITIVE PROXY STATEMENT 1 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the registrant [X] Filed by a party other than the registrant [ ] Check the appropriate box: [ ] Preliminary proxy statement. [ ] Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)). [X] Definitive proxy statement. [ ] Definitive additional materials. [ ] Soliciting material pursuant to Rule 14a-12 PLAN INVESTMENT FUND, INC. -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement if Other Than the Registrant) Payment of filing fee (check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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: -------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. -------------------------------------------------------------------------------- [ ] 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: -------------------------------------------------------------------------------- 2 PLAN INVESTMENT FUND, INC. 676 N. ST. CLAIR STREET CHICAGO, ILLINOIS 60611 -------------------- NOTICE OF ANNUAL MEETING OF PARTICIPATION CERTIFICATE HOLDERS TO BE HELD ON APRIL 23, 2001 -------------------- 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 April 23, 2001, at 10:00 A.M. CT at the offices of BCS Financial Services Corporation, 676 N. St. Clair Street, Chicago, IL, for the following purposes: (1) To elect eight 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 ratify the selection of Ernst & Young LLP as independent certified public accountants for the Company for the fiscal year ending December 31, 2001; (3) To approve new investment advisory agreements which are identical to the existing investment advisory agreements which they are to replace, except that the new agreements will have an effective date of April 30, 2001; and (4) 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 February 28, 2001, have the right to vote at the meeting, provided that, with respect to proposal (3) above, only holders of Participation Certificates of a particular Portfolio have the right to vote with respect to the investment advisory agreement relating to such Portfolio. Whether or not you expect to be present at the meeting, we urge you to complete, date, sign and return the enclosed proxy by April 9, 2001 in the enclosed envelope in order that the meeting may be held and a maximum number of Participation Certificates may be voted. March 21, 2001 Wendell H. Berg Secretary 3 PLAN INVESTMENT FUND, INC. 676 N. St. Clair Street Chicago, Illinois 60611 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 April 23, 2001, at 10:00 A.M. CT at the offices of BCS Financial Services Corporation, 676 N. St. Clair Street, Chicago, IL (Such meeting, including any adjournment thereof, is 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 March 21, 2001. The Company currently offers two portfolios - the Government/REPO Portfolio, and the Money Market Portfolio. The Short-Term Portfolio of the Company was discontinued as of February 28, 2001. Only PC holders of record at the close of business on February 28, 2001, will be entitled to vote at the Meeting, provided that, with respect to proposals to approve new investment advisory agreements, only holders of Participation Certificates of a particular Portfolio have the right to vote with respect to the investment advisory agreement relating to such Portfolio. On that date the following number of PCs of the Company were outstanding and entitled to be voted at the Meeting: 117,214,951.05 Government/REPO Portfolio PCs and 502,669,224.65 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, containing financial statements for the year ended December 31, 2000, 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. 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 PFPC Inc., Attn. Rhonda Stanford, PO. Box 8950, Wilmington, Delaware 19899-9628. 4 SUMMARY OF PROPOSALS The following table indicates which PC holders are solicited with respect to each proposal.

ELECTION OF TRUSTEES Eight 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 persons named as proxies in the accompanying proxy have been designated by the Board of Trustees and, unless contrary instructions are given, intend to vote for the nominees named below. The entire Board of Trustees consists of nine persons, so the election of the nominees named herein will result in one vacancy. One of the existing Trustees is not standing for reelection at the Meeting and the Company has not yet designated a replacement. The proxies cannot be voted for a greater number of persons than the nominees named herein. Under the bylaws of the Company, a vacancy 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 proxies 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:

2 5 Howard F. Beacham III 46 September 1999 to Present, President and Chief Operating Officer Trustee since 1998 (1) Blue Cross Blue Shield of Utica-Watertown, April 1998 to Present, President, Chief Operating Officer Blue Cross and Blue Shield of Central New York (Excellus Health Plan Inc.); September 1997 to April 1998, Executive Vice President Blue Cross and Blue Shield of Central New York (Excellus Health Plan, Inc.); October 1996 to August 1997, Senior Vice President, Finance, Blue Cross and Blue Shield of Central New York (Excellus Health Plan, Inc.); 1996 to September 1996, Vice President, Finance, Blue Cross and Blue Shield of Central New York (Excellus Health Plans, Inc. Ronald F. King* 53 January 1997 to Present, President and Chief Executive Officer, Trustee since 1997 Executive Trustee since Blue Cross and Blue Shield of Oklahoma, and subsidiaries Blue Lincs 1998 (1) HMO, Member Service Life Insurance Company and Group Health Service of Oklahoma; 1996 to January 1997, President and Chief Operating Officer, Blue Cross and Blue Shield of Oklahoma. Robert A. Leichtle 54 February 1998 to Present, Executive Vice President, CFO and Treasurer, Blue Cross Blue Shield of South Carolina, 1996 to February 1998, Senior Vice President, Treasurer and Chief Financial Officer, Blue Cross Blue Shield of South Carolina. James M. Mead 55 1996 to present, President and Chief Executive Officer, Capital Trustee since 1999 Blue Cross Mark A. Orloff 45 1996 to Present, Vice President and Deputy General Counsel, Blue Trustee since 1999 Cross and Blue Shield Association Jed H. Pitcher 60 August 2000 to Present, Chairman of the Board Regence Blue Cross Trustee since 1999 (1) Blue Shield of Utah; June 2000 to Present, President and Chief Operating Officer of the Regence Group; April 1999 to August 2000, Chairman of the Board and Chief Executive Officer of Regence Blue Cross Blue Shield of Utah, August 1997 to April 1999, Chairman of the Board, President and Chief Executive Officer of Regence Blue Cross Blue Shield of Utah, 1996 to August 1997, Chairman of the Board, President and Chief Executive Officer of Blue Cross Blue Shield of Utah.

3 6 Joseph F. Reichard 53 January 1998 to present, Vice President and Assistant Treasurer, Trustee since 1998 Highmark Inc; 1996 to December 1997, Director of Financial Service, Highmark Inc.

* May be deemed an "Interested Person" (1) Member of the Nominating Committee The Board of Trustees met three times during the Company's last fiscal year. Trustees Beacham and Mead attended less than 75% of the fiscal year meetings of the Board of Trustees held during the period they were Trustee. As individuals, the Trustees cannot directly own PCs of the Company; however, all of the Trustee nominees 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 February 28, 2001, these Trustee nominees' employers owned or controlled the following:
Government/REPO Money Market Trustee Portfolio PCs Portfolio PCs ------- ------------- ------------- Edward J. Baran 1,323,091.73 7,158,476.86 Howard F. Beacham III 0 56,929,773.95 Ronald F. King 6,041,547.74 20,640,287.35 Robert A. Leichtle 369,881.15 95,101,750.86 James M. Mead 52,025,000.00 1,862,790.09 Mark A. Orloff 500,000.00 101,686,529.30 Jed H. Pitcher 208,735.18 22,404,223.81 Joseph F. Reichard 0 40,174,827.11
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. Since all of the Trustees are employed by Blue Cross and/or Blue Shield Plans, subsidiaries or affiliates, none of them received any compensation for 2000. Officers of the Company receive no compensation from the Company for attending meetings or otherwise performing the duties of their offices. All Trustees and officers receive reimbursement for out-of-pocket expenses. BCS Financial Services Corporation ("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, 2000, BCS was paid $50,353 and voluntarily waived $81,846 of the $132,199, which BCS was entitled to as the fee 4 7 payable for its services as administrator for the Government/REPO Portfolio. For the fiscal year ended December 31, 2000, BCS was paid $173,828 and voluntarily waived $689 of the $174,517, which BCS was entitled to as the fee payable for its services as administrator for the Money Market Portfolio. For the fiscal year ended December 31, 2000, BCS was paid $7,969 and voluntarily waived $4,686 of the $12,655 BCS was entitled to as the fee payable for its services as administrator for the Short-Term Portfolio. As of February 28, 2001, BCS had earned $5,462, after voluntary fee waivers, as administrator for the Government/REPO Portfolio, $36,890, after voluntary fee waivers, as administrator for the Money Market Portfolio and $691, after voluntarily fee waivers, as administrator for the Short-Term Portfolio, in 2001. The Company has no standing Audit or Compensation Committee. The Company's Nominating Committee, which met once during the Company's last fiscal year, gathers information and makes recommendations to the PC holders of nominees for election as Trustees of the Company. The Nominating Committee presently consists of Messrs. Ronald F. King, Chairman, Howard F. Beacham III and Jed H. Pitcher. The Nominating Committee will consider PC holder recommendations of potential nominees for election at the Annual Meeting of PC holders to be held in 2002 that are submitted in writing and received by the Company at its principal office by November 21, 2001. RATIFICATION OF THE SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Ernst & Young LLP has been selected by the Board of Trustees, including a majority of the Board of Trustees who are not interested persons, as independent certified public accountants for the Company for the fiscal year ending December 31, 2001. The Trustees selected Ernst & Young LLP at a meeting held January 31, 2001. The ratification of the selection of independent certified public accountants for the 2001 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 Ernst & Young LLP unless contrary instructions are given. The selection of independent certified public accountants is being submitted for ratification at the Meeting as required by the Investment Company Act of 1940. Ernst & Young LLP has no direct or material indirect financial interest in the Company. It is expected that a representative of Ernst & Young LLP will be available to make a statement if desired and to respond to appropriate questions. PricewaterhouseCoopers LLP acted as independent certified public accountants for the Company for the fiscal year ended December 31, 2000. It is expected that a representative of PricewaterhouseCoopers LLP will be available to respond to appropriate questions. PricewaterhouseCoopers LLP is not standing for re-election as the Company's independent certified public accountants for the fiscal year ending December 31, 2001 because the Trustees determined at the meeting held on January 31, 2001 to replace PricewaterhouseCoopers LLP with Ernst & Young LLP. PricewaterhouseCoopers LLP's reports on the financial statements of the Company for the two fiscal years ended December 31, 2000 and 1999 did not contain any adverse opinion or any disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2000 and 1999, and the subsequent interim period 5 8 preceding January 31, 2001, there were no disagreements between the Company and PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of PricewaterhouseCoopers LLP, would have caused PricewaterhouseCoopers LLP to make reference to the subject matter thereof in connection with its reports. APPROVAL OF INVESTMENT ADVISORY AGREEMENTS Under the Investment Company Act, continuance of the Company's investment advisory agreements must be approved annually, by the vote of a majority of the Trustees who are not interested persons with respect thereto cast in person at a meeting held for that purpose. In the past, continuance of the Company's investment advisory agreements was approved at a meeting of the Trustees held each January, prior to expiration of the agreements on their February 28 anniversary dates. The Company now desires to eliminate the yearly January Trustees' meeting in favor of a meeting in March, which could be held in conjunction with the other meetings of the Blue Cross and/or Blue Shield Plans. In order to accommodate this proposed schedule, the Company desires to adopt new investment advisory agreements which are identical to the existing investment advisory agreements which they are to replace, except that the new agreements will have an effective date of April 30, 2001. Accordingly, such investment advisory agreements will continue in effect for successive one year periods ending on the anniversary dates thereof, provided such continuance is approved annually by the Trustees of the Company in accordance with the requirements of the Investment Company Act. By a vote of a majority of the Trustees who are not interested persons of the Company, the Board of Trustees approved the new investment advisory agreements on January 31, 2001, subject to approval of such agreements by the PC holders of the respective Portfolios. The existing advisory agreements for each Portfolio were also approved by the Board of Trustees on January 31, 2001. Accordingly, if a new investment advisory agreement is not approved by the PC Holders of a Portfolio, the existing investment advisory agreement for such Portfolio will continue in accordance with its terms. Investment Adviser BlackRock Institutional Management Corporation ("BlackRock"), 400 Bellevue Parkway, Wilmington, DE 19809, is the investment adviser under the Company's existing investment advisory agreements for the Government/REPO Portfolio and the Money Market Portfolio. The name, address and principal occupation of the principal executive officer and each director of BlackRock are as follows: 6 9 PRINCIPAL EXECUTIVE OFFICERS & DIRECTORS OF BLACKROCK
Name Title Principal Occupation ---- ----- -------------------- Laurence D. Fink Chief Executive Officer Chairman and Chief Executive Officer, BlackRock, Inc Ralph L. Schlosstein* President and Director President, BlackRock, Inc. Robert S. Kapito* Vice Chairman and Director Vice Chairman, BlackRock, Inc. Paul L. Audet* Director Managing Director and Chief Financial Officer, BlackRock, Inc. Laurence J. Carolan** Managing Director and Director Managing Director, BlackRock Kevin M. Klingert** Managing Director and Director Managing Director, BlackRock John P. Moran** Managing Director and Director Managing Director, BlackRock Thomas H. Nevin** Managing Director and Director Managing Director, BlackRock
* Address: 345 Park Avenue New York, NY 10154 ** Address: 400 Bellevue Parkway Wilmington, DE 19809 The names and addresses of all corporate parents of BlackRock and the basis of control of BlackRock and each corporate parent by its immediate corporate parent are as follows: OWNERSHIP OF BLACKROCK BlackRock Advisors, Inc.* owns 100% of BlackRock BlackRock, Inc.** owns 100% of BlackRock Advisers, Inc. PNC Asset Management, Inc.*** owns 70% of BlackRock, Inc. 7 10 PNC Investment Holdings, Inc.*** owns 100% of PNC Asset Management, Inc. PNC Bank, N.A.*** owns 100% of PNC Investment Holdings, Inc. PNC Bankcorp, Inc.*** owns 100% of PNC Bank, N.A. The PNC Financial Services Group, Inc.*** owns 100% of PNC Bankcorp, Inc. * Address: 400 Bellevue Parkway Wilmington, DE 19809 ** Address: 345 Park Avenue New York, NY 10154 *** Address: One PNC Plaza 249 Fifth Avenue Pittsburgh, PA 15222 To the knowledge of the Company, in addition to the corporate parents named above, there are no other persons who own, of record or beneficially, 10 percent or more of the outstanding voting securities of BlackRock. Existing Investment Advisory Agreements The Investment Advisory Agreement for the Government/REPO Portfolio was entered into as of April 26, 1995. The Investment Advisory and Service Agreement for the Money Market Portfolio was entered into as of February 28, 1987. Under the existing investment advisory agreements, BlackRock manages the Government/REPO Portfolio and the Money Market Portfolio and is responsible for all purchases and sales of the Portfolios' securities. BlackRock also acts as servicing agent, maintains the financial accounts and records and computes the net asset value and net income for the Portfolios. For the services provided and expenses assumed by it with respect to the Government/REPO Portfolio and the Money Market Portfolio, under the existing investment advisory agreements BlackRock is entitled to receive a fee, computed daily and payable monthly, at the following annual rates: 8 11
ANNUAL FEE PORTFOLIO ANNUAL NET ASSETS .20% of the first $250 million .15% of the next $250 million .12% of the next $250 million .10% of the next $250 million .08% of amounts in excess of $1 billion
BlackRock has agreed to voluntarily reduce the fees otherwise payable to it by the Government/REPO Portfolio to the extent necessary to reduce the ordinary operating expenses of the Government/REPO Portfolio so that they do not exceed .15% of the Government/REPO Portfolio's average net assets for each fiscal year. BlackRock has agreed contractually to reduce the fees otherwise payable to it by the Money Market Portfolio to the extent necessary to reduce the ordinary operating expenses of the Money Market Portfolio so that they do not exceed .30% of the Money Market Portfolio's average net assets for each fiscal year. BlackRock also has agreed that if in any fiscal year the expenses borne by the Government/REPO Portfolio and the Money Market Portfolio exceed the applicable expense limitations imposed by the securities regulations in any state in which participation certificates of the Portfolios are registered or qualified for sale to the public, it will reimburse the respective Portfolio for any excess to the extent required by such regulations. Unless otherwise required by law, such reimbursement would be accrued and paid by the Portfolios. For the year ended December 31, 2000, BlackRock was paid fees of $123,277, net of $380,730 waived fees, as investment adviser and service agent for the Government/REPO Portfolio. For the same period, BlackRock was paid fees of $643,745, net of $2,329 waived fees, as investment adviser and service agent for the Money Market Portfolio. BlackRock acts as an investment advisor to other Funds having similar investment objectives. Listed below are those Funds along with the size of each Fund and the rate of compensation. Also included is information on those Funds where the investment advisor has waived, reduced, or otherwise agreed to reduce its compensation under any applicable agreement. BLACKROCK ADVISED MUTUAL FUNDS: ADVISORY FEE SCHEDULES
ASSETS ANNUAL FEE * FUND (02/28/01) (BASED ON AVERAGE NET ASSETS) ---- ---------- ----------------------------- BLACKROCK PROVIDENT INSTITUTIONAL FUNDS TempFund (b) $24,534,528,428 0.175% of first $1 billion (6) TempCash (b) $4,832,635,495 0.175% of first $1 billion (1) FedFund (a) $1,986,316,553 0.175% of first $1 billion (1) T-Fund (a) $2,776,844,462 (based on aggregate Federal Trust Fund (a) $173,798,573 assets of the four Treasury Trust Fund (a) $1,271,969,476 Government portfolios)
9 12 THE RBB FUND, INC. Money Market $1,080,599,187 0.45% of first $250 million (3) Government Obligations $137,723,832 0.45% of first $250 million (3)

*Fee may have subsequent breakpoints as described in the End Notes SUB-ADVISORY FEE SCHEDULES
ASSETS ANNUAL FEE * FUND (02/28/01) (BASED ON AVERAGE NET ASSETS) ---- ---------- ----------------------------- BLACKROCK FUNDS Money Market $4,123,815,180 0.40% of first $1 billion (7) U.S. Treasury Money Market $763,184,787 0.40% of first $1 billion (7) FIRST FUNDS Cash Reserve $245,649,044 0 .08% of first $500 million (8) U.S. Government Money Market $106,941,160 0 .08% of first $500 million (8) U.S. Treasury Money Market $19,611,775 0 .08% of first $500 million (8)
*Fee may have subsequent breakpoints as described in the End Notes End Notes: (a) BIMC has and anticipates that it will continue to reduce the advisory fees otherwise payable to it by FedFund, T-Fund, Treasury Trust Fund, Federal Trust Fund, MuniFund, MuniCash, California Money Fund, and New York Money Fund to ensure that the ordinary operating expenses (excluding fees paid to Service Organizations pursuant to Servicing Agreements)will annually approximate .20% of the average net assets (b) BIMC has and anticipates that it will continue to reduce the advisory fees otherwise payable to it by TempFund and TempCash to ensure that the ordinary operating expenses (excluding fees paid to Service Organizations pursuant to Servicing Agreements) will annually approximate .18% of the average net assets (1) Subsequent break points are: .15% of next $1 billion; .125% of next $1 billion; .10% of next $1 billion; .095% of next $1 billion; .90% of next $1 billion; .085% of next $1 billion; and .08% of net assets over $7 billion (3) Subsequent break points are: .40% of next $250 million; .35% of net assets over $500 million (6) Subsequent break points are: .15% of next $1 billion; .125% of next $1 billion; .10% of next $1 billion; .095% of next $1 billion; .09% of next $1 billion; .08% of next $1 billion .75% of next $1 billion; and .07% of net assets over $8 billion (7) Subsequent break points are: .35% of next $1 billion; .325% of next $3 billion; and .30% of net assets over $3 billion (8) Subsequent break points are: .06% of next $500 million and .05% of net assets over $1 billion 10 13 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:
Prior Five Years Name & Position Age Business Experience --------------- --- ------------------- Dale E. Palka 52 April 1999 to Present, Vice President, BCS Financial Treasurer Services Corp.; December 1996 to April 1999, Executive Director, Investment Programs, Health Plans Capital Services Corp.; 1996 to December 1996, Director of Investments, Blue Cross and Blue Shield of Michigan Wendell H. Berg 58 1996 to March 1999, Senior Vice President, General Secretary Counsel and Secretary, BCS Financial Corporation: March since 1999 1999 to Present, Executive Vice President BCS Financial Corporation
The Company does not compensate any of its officers for services rendered to the Company in their capacity as officers. Messrs. Baran, Berg and Palka are officers of BCS, the Company administrator, and they receive compensation from BCS Financial Corporation, an affiliate of BCS. SIGNIFICANT OWNERS On February 28, 2001, 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:
Number of Percent of Name and Address of Owner PCs Owned Portfolio -------------------------- --------- --------- ~~Blue Shield of California 41,996,957.81 35.8% 50 Beale Street San Francisco, CA 94105~~
11 14 Blue Cross and Blue Shield of Oklahoma 6,041,547.74 5.10% 1215 South Boulder Avenue Tulsa, OK 74119 Capital Blue Cross 52,025,000.00 44.30% 2500 Elmerton Avenue Harrisburg, PA 17177 Independence Blue Cross 11,207,879.22 9.50% 1901 Market Street Philadelphia, PA 19103

On February 28, 2001, 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:
Number of Percent of Name and Address of Owner PCs owned Portfolio ------------------------- --------- --------- Horizon Blue Cross and Blue 44,547,577.99 8.8% Shield of New Jersey, Inc. 3 Penn Plaza East Newark, NJ 07105 Excellus, Inc 56,929,773.95 11.3% 165 Court Street Rochester, NY 14647 Highmark, Inc 40,174,827.11 7.9% 120 Fifth Avenue Pittsburgh, PA 15222-3099 Blue Cross and Blue Shield of 95,101,750.86 18.90% South Carolina I-20 at Alpine Road Columbia, SC 29219
12 15 ~~Blue Cross and Blue Shield Association 101,686,529.30 20.20% 225 N. Michigan Avenue Chicago, IL 60601~~

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 2002 must be received by the Company at its principal office not later than November 21, 2001 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 2002 Annual Meeting of Participation Certificate Holders, even if the proposal is not submitted by the deadline for inclusion in the Proxy Statement, notice must be given to the Secretary no later than February 4, 2002 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: March 21, 2001 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 16 PLAN INVESTMENT FUND, INC. 676 N. ST. CLAIR STREET CHICAGO, ILLINOIS 60611 -------------------- Proxy Solicitation on behalf of the Board of Trustees for Annual Meeting of Participation Certificate Holders to be held on April 23, 2001 -------------------- The undersigned Participation Certificate ("PC") holder of Plan Investment Fund, Inc. does hereby appoint Edward J. Baran and Wendell H. Berg, or either of them, as attorneys and proxies of the undersigned, with full power of substitution, to attend the Annual Meeting of Participation Certificate holders to be held on April 23, 2001, at the offices of BCS Financial Services Corporation, 676 N. St. Clair Street, Chicago, IL, at 10:00 A.M. CT 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 EIGHT TRUSTEES Instructions: To vote for individual nominees, place an "X" on the line next to each such nominee, up to a total of eight 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 _____ _____ Edward J. Baran _____ _____ Howard F. Beacham III _____ _____ Ronald F. King _____ _____ Robert A. Leichtle _____ _____ James M. Mead _____ _____ Mark A. Orloff _____ _____ Jed H. Pitcher _____ _____ Joseph F. Reichard _____ _____
17 Name of additional nominees(s) Vote For _________________________ _____ _________________________ _____ _________________________ _____ 2. Selection of Independent Certified Public Accountants Ratify selection of Ernst & Young LLP as independent certified public accountants for the fiscal year ending December 31, 2001. (Accountants) __ FOR __ AGAINST __ ABSTAIN 3. Approval of Investment Advisory Agreements which are identical to the existing investment advisory agreements which they are to replace, except that the new agreements will have an effective date of April 30, 2001. (a) Approve investment advisory agreement for Government/REPO Portfolio having an effective date of April 30, 2001. [TO BE VOTED ON ONLY BY PC HOLDERS OF GOVERNMENT/REPO PORTFOLIO.] (Government/REPO Investment Advisory Agreement) __ FOR ___ AGAINST ___ ABSTAIN (b) Approve investment advisory agreement for Money Market Portfolio having an effective date of April 30, 2001. [TO BE VOTED ON ONLY BY PC HOLDERS OF MONEY MARKET PORTFOLIO.] (Money Market Investment Advisory Agreement) ___ FOR ___ AGAINST ___ ABSTAIN 4. Other Business Recommendations of management with respect to such other business properly brought before the Meeting (or any adjournment(s) thereof). (Other Business) ___ FOR ___AGAINST ___ ABSTAIN 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 Accountants set forth in paragraph 2 above; 2 18 (c) For Approval of Investment Advisory Agreements as set forth in paragraph 3 above and; (d) For the recommendations of management with respect to such other business properly brought before the Meeting (or any adjournment(s) thereof). Dated: , 2001 (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 PFPC Inc., P.O. BOX 8950, WILMINGTON, DELAWARE, 19885-9628. 3