<PAGE> 1
PLAN INVESTMENT FUND, INC.
676 St. Clair Street
Chicago, Illinois 60611
---------------------------------
NOTICE OF ANNUAL MEETING OF
PARTICIPATION CERTIFICATE HOLDERS
TO BE HELD ON APRIL 26, 1995
---------------------------------
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 26, 1995, at
10:00 a.m. at the Drake Hotel, Chicago, IL, for the following purposes:
(1) To elect ten (10) 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 Coopers & Lybrand as independent
certified public accountants for the Company for the fiscal year
ending December 31, 1995; and
(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 March 8, 1995, have the right to vote at the meeting.
Whether or not you now expect to be present at the meeting, we urge
you to complete, date, sign and return the enclosed proxy by April 10,
1995 in the enclosed envelope in order that the meeting may be held and a
maximum number of Participation Certificates may be voted.
March 31, 1995 Burton X. Rosenberg
Secretary
<PAGE> 2
PLAN INVESTMENT FUND, INC.
676 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 26, 1995, at 10:00 a.m. at the Drake Hotel,
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 31, 1995.
The Company currently offers two portfolios - the Money Market Portfolio
and the Short-Term Portfolio. Only PC holders of record at the close of
business on March 8, 1995, 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: 698,856,360.18 Money Market Portfolio
PCs and 12,349,265.578 Short-Term Portfolio PCs. Each PC is entitled to
one vote. Cumulative voting in the election of Trustees 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 Money Market and Short-Term
Portfolios, containing financial statements for the year ended December
31, 1994, 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., P.O. Box 8950,
Wilmington, Delaware 19899.
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ELECTION OF TRUSTEES
Ten 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
qualifies, 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 table sets forth certain
information about the nominees:
Name, Position & Prior Five Years
Length of Service Age Business Experience
------------------ ---- ----------------------------------
Albert F. Antonini 64 1990 to Present, President and
Trustee since 1991 Chief Executive Officer, Blue Cross
Executive Trustee and Blue Shield of Central New
since 1992 (1) York Inc. Mr. Antonini also serves
as a director of Chase Manhattan
Bank - Central New York Advisory
Board, HMO - CNY Inc., BC&S
Associates Inc. and The Caring
Program for Children Foundation.
Philip A. Goss * 36 January 1994 to Present,
Trustee since 1994 President and Chief Executive
President since 1994 Officer, Health Plans Capital Services
Corp; February 1992 to December 1993,
Vice President and Chief Operating
Officer, Health Plans Capital
Services Corp.; prior to February
1992, Controller, Health Plans
Capital Services Corp.
Steven L. Hooker 40 April 1993 to Present, Senior Vice
Trustee since 1994 President, Finance and Treasurer,
Blue Cross and Blue Shield of
Oregon; April 1993 to Present,
President, Oregon Pacific States
Insurance Company. January 1991 to
March 1993, Vice President, Finance
and Treasurer, Blue Cross and Blue
Shield of Oregon; prior to January
1991, Vice President, Finance, Blue
Cross and Blue Shield of Oregon.
Mr. Hooker also serves as a
director of Oregon Pacific States
Insurance Company and Associated
Administrators Inc.
<PAGE> 4
Name, Position & Prior Five Years
Length of Service Age Business Experience
----------------- ---- -----------------------------------
William M. Lowry 58 May 1994 to Present, President and
Trustee since 1990 Chief Executive Officer, Blue Cross
(1) of Western Pennsylvania; June 1993
to April 1994, President and Chief
Operating Officer, Blue Cross of
Western Pennsylvania; July 1992 to
May 1993, Executive Vice President,
Blue Cross Business Group, Blue
Cross of Western Pennsylvania;
April 1990 to June 1992, Executive
Vice President and Treasurer, Blue
Cross of Western Pennsylvania;
prior to April 1990, Corporate Vice
President, Business and Financial
Services, Blue Cross of Western
Pennsylvania. Mr. Lowry also
serves as a director of numerous
wholly owned subsidiaries of Blue
Cross of Western Pennsylvania.
David M. Murdoch* 59 July 1993 to Present, Senior Vice
Trustee since 1987 President, Licensing, Finance and
Treasurer since 1994 Operations, Blue Cross and Blue
(1) Shield Association; February 1992
to June 1993, Senior Vice
President, Business Support and
Strategy, Blue Cross and Blue
Shield Association; 1990 through
December 1993, President and Chief
Executive Officer, Health Plans
Capital Services Corp. Mr. Murdoch
also serves as a director of Health
Plans Capital Services Corp. and
Ravenswood Health Care Medical
Center
Ralph S. Rhoades 68 January 1995 to Present, Vice
Trustee since 1994 Chairman and Chief Executive
Officer, Blue Cross and Blue Shield
of Oklahoma; prior to January 1995,
President and Chief Executive
Officer, Blue Cross and Blue Shield
of Oklahoma.
Donald P. Sacco 49 1990 to Present, President and
Trustee since 1990 Chief Executive Officer, Pierce
County Medical Bureau. Mr. Sacco
also serves as a director of Summit
Bancorp.
Norman C. Storbakken 49 1990 to Present, Group Vice
Trustee since 1992 President and Chief Financial
(2) Officer, Blue Cross and Blue Shield
of Minnesota. Mr. Storbakken also
serves as a director of Mediqual
Systems, CC Systems Corp., HMO
Midwest and Community Health Center
Inc.
<PAGE> 5
Name, Position & Prior Five Years
Length of Service Age Business Experience
----------------- ---- ----------------------------------
Thomas J. Ward 57 January 1992 to Present, President
Trustee since 1993 and Chief Executive Officer, Blue
Cross of Northeastern Pennsylvania;
October 1990 to December 1991,
President, Blue Cross of
Northeastern Pennsylvania; prior to
October 1990, Executive Vice
President, Blue Cross of
Northeastern Pennsylvania.
Sherman M. Wolff 55 November 1991 to Present, Senior
Trustee since 1993 Vice President, Finance, Health
(2) Care Service Corporation; Prior to
November 1991, Principal, William
M. Mercer Incorporated. Mr. Wolff
also serves as a director of
Metropolitan Chicago Leadership
Council.
* May be deemed an "Interested Person", as defined in the Investment
Company Act of 1940, because he is an officer or Director of the
Company's administrator, Health Plans Capital Services Corp.
(1) Member of the Nominating Committee
(2) Member of the Short-Term Portfolio Code of Ethics Committee
On December 31, 1991, one of the Company's Trustees, William M. Lowry,
entered into a Consent to Order issued by the Office of Thrift Supervision
("OTS") in connection with his service on the Board of Directors of a
savings and loan association. The Order prohibits Mr. Lowry from
participating in any manner, without the prior written approval of the
OTS, in the conduct of the affairs of financial institutions insured under
the Federal Deposit Insurance Act.
The Board of Trustees met three times during the Company's last fiscal
year. Trustees Lowry, Sacco, Storbakken and Wolff attended less than 75%
of the fiscal year meetings of the Board of Trustees held during the
period they were Trustees. 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
March 8, 1995, these Trustee nominees' employers owned or controlled the
following:
Money Market Short-Term
Trustee Portfolio PCs Portfolio PCs
--------------- ------------- -------------
Albert F. Antonini 22,331,053.68 -
Philip A. Goss 22,128,597.28 165,049.446
Steven L. Hooker 32,000,000.00 -
William M. Lowry 71,029,514.05 236,244.300
David M. Murdoch 60,591,622.81 654,582.124
Ralph S. Rhoades 6,918,443.85 1,168,934.927
Donald P. Sacco 37,701.35 1,694,557.809
Norman C. Storbakken 2,400,687.50 16,024.807
Thomas J. Ward 16,032,667.21 -
Sherman M. Wolff 53,009,424.36 1,330,619.986
<PAGE> 6
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.
Trustees who may be deemed Interested Persons are also Directors of Health
Plans Capital Services Corp. ("CSC"), 676 St Clair Street, Chicago, Il,
60611. CSC has been retained to act as administrator for the Company.
For the services provided and expenses assumed by CSC as administrator,
CSC 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, 1994, CSC was paid $260,066 and
voluntarily waived $3,661 of the fee payable for its services as
administrator for the Money Market Portfolio. For the fiscal year ended
December 31, 1994, CSC was paid $75,095 and voluntarily waived $2,016 for
its services as administrator for the Short-Term Portfolio. As of
February 28, 1995 CSC had earned $46,050, after voluntary fee waivers, as
administrator for the Money Market Portfolio and $7,878 after voluntarily
fee waivers as administrator for the Short-Term Portfolio in 1995.
The Company has no standing Audit or Compensation Committee. The
Company's Nominating Committee, which was established December 10, 1987,
gathers information and makes recommendations to the Board of Trustees on
potential nominees for election as Trustees of the Company. In the 1994
fiscal year, the Nominating Committee, consisting of Messrs. Albert F.
Antonini, William M. Lowry and David M. Murdoch, met on August 31 and
December 21, 1994. Mr. Murdoch may be deemed an "Interested Person", as
defined in the Investment Company Act of 1940, because he is a Director of
the Company's administrator, Health Plans Capital Services Corp. The
Nominating Committee will consider PC holder recommendations of potential
nominees that are submitted in writing and received by the Company at its
principal office by the November 30 preceding the next regularly scheduled
Annual Meeting of PC holders.
RATIFICATION OR REJECTION OF THE SELECTION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Coopers & Lybrand 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, 1995. The Trustees unanimously selected Coopers
& Lybrand at a meeting held August 8, 1985, and reconfirmed this selection
for the 1995 fiscal year at a meeting held January 25, 1995. The
ratification or rejection of the selection of independent certified public
accountants for the 1995 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 Coopers & Lybrand 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.
Coopers & Lybrand has been the Company's auditor since the Company's
inception of operations and has no direct or material indirect financial
interest in the Company. It is expected that a representative of the firm
will be present at the Meeting to make a statement if desired and to respond
to appropriate questions.
<PAGE> 7
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
-------------------- ---- -----------------------------------
Peter Norton 45 February 1992 to Present, Director
Assistant Secretary - Investment Programs, Health Plans
since 1989 Capital Services Corp.; Prior to
February 1992, Manager - Investment
Programs, Health Plans Capital
Services Corp.
Burton X. Rosenberg 54 1990 to Present, Partner, Seyfarth,
Secretary since 1989 Shaw, Fairweather & Geraldson
The Company does not compensate any of its officers for services rendered
to the Company in their capacity as officers. Messrs. Goss and Norton are
employees of, and receive compensation from, CSC, the Company's
administrator. Mr. Rosenberg is a partner of, and receives compensation
from, Seyfarth, Shaw, Fairweather & Geraldson, the Company's legal
counsel. Legal fees paid to Seyfarth, Shaw, Fairweather & Geraldson by
the Company for the last fiscal year were $22,569.
SIGNIFICANT OWNERS
On March 8, 1995, 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
---------------------------- ------------- ----------
Health Care Service Corporation, 53,009,424.36 7.6%
a Mutual Legal Reserve Company
233 N. Michigan Avenue
Chicago, IL 60601
Blue Cross and Blue Shield 46,789,421.68 6.8%
of New Jersey
3 Penn Plaza East
Newark, NJ 07105
Blue Cross of the Rochester Area 38,095,859.32 5.5%
Blue Shield of the Rochester Area
150 East Main Street
Rochester, NY 14647
Capital Blue Cross 37,800,000.00 5.4%
2500 Elmerton Avenue
Harrisburg, PA 17110
<PAGE> 8
Number of Percent of
Name and Address of Owner PCs Owned Portfolio
---------------------------- ---------- ----------
Blue Cross of Western Pennsylvania 71,029,514.05 10.1%
120 Fifth Avenue
Pittsburgh, PA 15222
Blue Cross and Blue Shield Association 60,591,622.81 8.7%
676 N. St Clair Street
Chicago, IL 60611
On March 8, 1995, 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 Short-Term 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 Cross and Blue Shield of Georgia 893,942.160 7.2%
3350 Peachtree Road
Atlanta, GA 30326
Health Care Service Corporation, 1,330,619.986 10.8%
a Mutual Legal Reserve Company
233 North Michigan Avenue
Chicago, IL 60601
Blue Cross and Blue Shield 1,549,044.353 12.5%
of Mississippi
3545 Lakeland Drive East
Jackson, MS 39208
Blue Cross and Blue Shield 1,099,401.025 8.9%
of New Jersey
3 Penn Plaza East
Newark, NJ 07105
Blue Cross and Blue Shield 1,168,934.927 9.5%
of Oklahoma
1215 South Boulder Avenue
Tulsa, OK 74119
Blue Cross and Blue Shield 854,744.237 6.9%
of Memphis
85 North Danny Thomas Blvd.
Memphis, TN 38103
Pierce County Medical Bureau 1,694,557.809 13.7%
1501 Market Street
Tacoma, WA 98402
Blue Cross and Blue Shield Association 654,582.124 5.3%
676 N. St Clair Street
Chicago, IL 60611
<PAGE> 9
INVESTMENT ADVISORS
The investment advisor for the Money Market Portfolio is PNC Institutional
Management Corporation, 400 Bellevue Parkway, Wilmington, DE, 19809. The
investment advisor for the Short-Term Portfolio is Neuberger & Berman, 605
Third Avenue, New York, NY, 10158.
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 1996 must be received by the Company at its
principal office not later than November 30, 1995 in order for it to be
included in the Company's proxy materials relating to such Annual Meeting.
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 31, 1995
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.
<PAGE> 10
PLAN INVESTMENT FUND, INC.
676 St. Clair Street
Chicago, Illinois
---------------------------------------------------------
PROXY SOLICITATION ON BEHALF OF THE BOARD OF TRUSTEES FOR
ANNUAL MEETING OF PARTICIPATION CERTIFICATE HOLDERS
TO BE HELD ON APRIL 26, 1995
---------------------------------------------------------
The undersigned Participation Certificate ("PC") holder of Plan Investment
Fund, Inc. does hereby appoint Philip A. Goss and David M. Murdoch, 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 26, 1995, at the Drake Hotel,
Chicago, IL at 10:00 a.m. 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 TEN TRUSTEES
Instructions: To vote for individual nominees, place an "X" on the line
next to each such nominee, up to a total of ten 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.
Withhold
Vote Authority
Name of Management Nominee For to Vote
-------------------------- ---- ---------
All of the nominees listed below ---- ----
or individually
Albert F. Antonini ---- ----
Philip A. Goss ---- ----
Steven L. Hooker ---- ----
William M. Lowry ---- ----
David M. Murdoch ---- ----
Ralph S. Rhoades ---- ----
Donald P. Sacco ---- ----
Norman C. Storbakken ---- ----
Thomas J. Ward ---- ----
Sherman M. Wolff ---- ----
Name of additional nominee(s)
-----------------------------
----------------------------- ----
----------------------------- ----
----------------------------- ----
<PAGE> 11
2. RATIFICATION OF SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
Ratify selection of Coopers & Lybrand as independent certified public
accountant for the fiscal year ending December 31, 1995.
(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 RATIFICATION OF ACCOUNTANTS SET FORTH IN PARAGRAPH 2 ABOVE; AND
(c) FOR THE RECOMMENDATIONS OF MANAGEMENT WITH RESPECT TO SUCH OTHER
BUSINESS PROPERLY BROUGHT BEFORE THE MEETING (OR ANY ADJOURNMENT(S)
THEREOF).
Dated : April ----, 1995
-------------------------------------------
(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, 19899.
