ThZeal - The Zeal

DEF 14A 1 c69780def14a.txt DEFINITIVE NOTICE AND PROXY SCHEDULE 14A 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 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): [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: -------------------------------------------------------------------------------- PLAN INVESTMENT FUND, INC. 676 N. ST. CLAIR STREET CHICAGO, ILLINOIS 60611 --------------------- NOTICE OF ANNUAL MEETING OF PARTICIPATION CERTIFICATE HOLDERS TO BE HELD ON JUNE 19, 2002 --------------------- 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, 2002, at 10:00 a.m. CT at the offices of BCS Financial Services Corp., 676 N. St. Clair Street, Chicago, IL, for the following purposes: (1) To elect nine Trustees; each Trustee elected will hold office until the next annual meeting of Participation Certificate holders or until his successor is duly elected and qualified; (2) To approve the selection of Ernst & Young as independent certified public accountants for the Company for the fiscal year ending December 31, 2002; (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, 2002 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 30, 2002 in the enclosed envelope in order that the meeting may be held and a maximum number of Participation Certificates may be voted. May 20, 2002 Wendell H. Berg Secretary 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 June 19, 2002, at 10:00 a.m. CT at the offices of BCS Financial Services Corp., 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 May 20, 2002. 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, 2002, 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: 62,893,105.18, Government/REPO Portfolio PCs, and 651,588,981.98, 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, 2001, 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 19885-9628. 1 ELECTION OF TRUSTEES Nine Trustees, constituting the entire Board of 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. 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 tables set forth certain information about the nominees:

* The Trustees of the Fund listed above may be deemed "interested persons" as defined in the Investment Company Act. Mr. Baran may be deemed an "interested person" of the Company as a result of his status as President and Chief Executive Officer of the Company. Mr. King may be deemed an "interested person" of the Company as a result of his status as Executive Trustee of the Company. 2

(1) Member of the Nominating Committee DOLLAR RANGE NAME OF EQUITY AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN OF TRUSTEE SECURITIES IN ALL REGISTERED INVESTMENT COMPANIES OVERSEEN BY OR NOMINEE THE FUND TRUSTEE OR NOMINEE IN FAMILY OF INVESTMENT COMPANIES ---------- ------------- ---------------------------------------------------- As of December 31, 2001, none of the Company's Trustees or nominees had "beneficial ownership" (as such term is defined by Rule 16a-1(a)(2) of 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 Fund. NAME NAME OF OWNERS AND OF TRUSTEE RELATIONSHIPS TO TITLE VALUE OF PERCENT OR NOMINEE TRUSTEE OR NOMINEE COMPANY OF CLASS SECURITIES OF CLASS ---------- ------------------ ------- -------- ---------- -------- As of December 31, 2001, 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 3 investment company) directly or indirectly controlling, controlled by, or under common control with an investment advisor of the Company. The Board of Trustees met three times during the Company's last fiscal year. Trustee Leichtle attended less than 75% of the fiscal year meetings of the Board of Trustees held during the period he was 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 April 30, 2002 these Trustee nominees' employers owned or controlled the following: GOVERNMENT/REPO MONEY MARKET TRUSTEE PORTFOLIO PCs PORTFOLIO PCS ------- --------------- ------------- Edward J. Baran 103,866.49 9,294,095.61 Howard F. Beacham III 0 242,729,639.68 John G. Foos 0 0 Ronald F. King 0 25,408,385.72 Robert A. Leichtle 0 78,779,313.00 James M. Mead 61,725,000.00 1,862,790.09 Jed H. Pitcher 216,679.04 26,348,805.37 Ralph D. Rambach 500,000.00 55,651,694.49 Joseph F. Reichard 0 45,422,028.16 The Company pays Trustees who are not employed by Blue Cross and/or Blue Shield Plans, subsidiaries or affiliates $500 for each Trustee meeting physically attended by Trustees and $150 for meetings held by telephone. All Trustees and officers receive reimbursement for out-of-pocket expenses. Trustees employed by Blue Cross and/or Blue Shield Plans, subsidiaries or affiliates and officers of the Company are not paid for attending meetings. Officers of the Company receive no compensation from the Company for performing the duties of their offices. BCS has been retained to act as administrator for the Company. For the services provided and expenses assumed by BCS as administrator, BCS is entitled to receive a fee, computed daily and payable monthly, at a rate equal to .05% of each Portfolio's average annual net assets. For the fiscal year ended December 31, 2001, BCS was paid $13,099 and voluntarily waived $53,227 of the $66,326, 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, 2001, BCS was paid $309,491 and voluntarily waived $16,259 of the $325,750, which BCS was entitled to as the fee payable for its services as administrator for the Money Market Portfolio. As of April 30, 2002, BCS had earned $1,719, after voluntary fee waivers, as administrator for the Government/REPO Portfolio, and $117,556.78, after voluntary fee waivers, as administrator for the Money Market Portfolio. The Company has no standing Audit or Compensation Committee. The Company's Nominating Committee, which was appointed September 10, 2001, gathers information and makes recommendations to the PC holders of nominees for election as Trustees of the Company. The Nominating Committee, consisting of Messrs. Howard F. Beacham III and Jed H. Pitcher, most recently met on February 25, 2002. The Nominating Committee will consider PC holder recommendations of potential nominees for election at the Annual Meeting of PC holders to be held in 2003 that are submitted in writing and received by the Company at its principal office by January 20, 2003. 4 APPOINTMENT 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, 2002. The Trustees originally selected Ernst & Young LLP at a meeting held January 31, 2001, and reconfirmed this selection for the 2002 fiscal year at a meeting held March 13, 2002. The ratification or rejection of the selection of independent certified public accounts for the 2002 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 has been the Company's auditor since January 31, 2001 and has no direct or material indirect financial interest in the Company. It is expected that a representative of the firm will be available at the Meeting to make a statement if desired and to respond to appropriate questions. AUDIT FEES The Audit fees for 2001 were $32,873.00 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:

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. 5 SIGNIFICANT OWNERS On April 30, 2002, the name, address, number of PCs held of record and percentage of ownership of persons which may be the beneficial owners of 5% or more of the outstanding PCs of the Government/REPO Portfolio because they possessed or shared voting or investment power with respect to such PCs on behalf of their underlying accounts were as follows: AMOUNT AND NATURE OF PERCENT NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS ------------------------------------ -------------------- -------- Capital Blue Cross 61,725,000 98.12% 2500 Elmerton Avenue Harrisburg, PA 17177 On April 30, 2002, 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 PERCENT NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS ------------------------------------ -------------------- -------- Blue Cross Blue Shield of Alabama 37,470,900 5.75% 450 Riverchase Parkway East Birmingham, AL 35244 Blue Shield of California 41,186,627.59 6.32% 50 Beale Street San Francisco, CA 94105 Excellus, Inc 242,729,639.68 37.25% 165 Court Street Rochester, NY 14647 Highmark, Inc. 45,442,028.16 6.97% 120 Fifth Avenue Pittsburgh, PA 15222-3099 Blue Cross and Blue Shield of 77,685,874.80 11.97% South Carolina I-20 at Alpine Road Columbia, SC 29219 Blue Cross and Blue Shield Association 55,651,694.49 8.54% 225 N. Michigan Avenue Chicago, IL 60601 6 INVESTMENT ADVISORS The investment advisor for the Government/REPO Portfolio and the Market Portfolio is BlackRock Institutional Management Corporation, 400 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 2003 must be received by the Company at its principal office not later than January 20, 2003 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 2003 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 April 5, 2003. 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 20, 2002 7 PLAN INVESTMENT FUND, INC. 676 N. ST. CLAIR STREET CHICAGO, ILLINOIS 60611 -------------------- PROXY SOLICITATION ON BEHALF OF THE BOARD OF TRUSTEES FOR THE ANNUAL MEETING OF PARTICIPATION CERTIFICATE HOLDERS TO BE HELD ON JUNE 19, 2002 -------------------- 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 June 19, 2002, 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 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 ---- ---- Edward J. Baran ---- ---- Howard F. Beacham III ---- ---- John G. Foos ---- ---- Ronald F. King ---- ---- Robert A. Leichtle ---- ---- James M. Mead ---- ---- Jed H. Pitcher ---- ---- Ralph D. Rambach ---- ---- Joseph F. Reichard ---- ---- 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, 2002. (Accountants) FOR AGAINST ABSTAIN --- --- --- 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 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; (c) For the recommendations of management with respect to such other business properly brought before the Meeting (or any adjournment(s) thereof). Dated: ,2002 (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. 2