<PAGE> 1
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:
[X] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or 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
Rules 14a-6(i)(1) and 0-11. Exchange Act
(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:
- -------------------------------------------------------------------------------
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(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:
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PRELIMINARY COPY
- ----------------
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 25, 2000
--------------------
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 25, 2000, at 1:30 P.M. CDT 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 ratify the selection of PricewaterhouseCoopers LLP as independent
certified public accountants for the Company for the fiscal year ending December
31, 2000;
(3) To amend a fundamental investment limitation of the Money Market
Portfolio; 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 29, 2000, have the right to vote at the meeting, provided that, with
respect to proposal (3) above, only holders of Participation Certificates of the
Money Market Portfolio as of such date have the right to vote.
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 7, 2000 in the
enclosed envelope in order that the meeting may be held and a maximum number of
Participation Certificates may be voted.
March 20, 2000 Wendell H. Berg
Secretary
<PAGE> 4
PRELIMINARY COPY
- ----------------
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
25, 2000, at 1:30 P.M. CDT 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 March
20, 2000.
The Company currently offers three portfolios - the Government/REPO Portfolio,
the Money Market Portfolio and the Short-Term Portfolio. Only PC holders of
record at the close of business on February 29, 2000, 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: 94,773,744.21
Government/REPO Portfolio PCs, 464,936,784.58 Money Market Portfolio PCs and
3,906,807.356 Short-Term 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, provided
that, with respect to the proposal to amend a fundamental investment limitation
of the Money Market Portfolio, only PC holders of the Money Market Portfolio
shall be entitled to vote. 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, Money Market and Short-Term
Portfolios, containing financial statements for the year ended December 31,
1999, 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., PO. Box 8950, Wilmington,
Delaware 19885-9628.
<PAGE> 5
SUMMARY OF PROPOSALS
The following table indicates which PC holders are solicited with respect to
each proposal.
<TABLE>
<CAPTION>
Government/REPO Money Market Short-Term
Proposals Portfolio Portfolio Portfolio
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
1. Election of Trustees X X X
2. Ratification or Rejection of X X X
Selection of Accountants
3. Amendment of Fundamental Investment X
Limitation
4. Other Business X X X
</TABLE>
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
table sets forth certain information about the nominees:
Name, Position & Prior Five Years
Length of Service Age Business Experience
- ----------------- --- -------------------
Edward J. Baran* 63 1995 to Present, Chairman of
Trustee since 1999 the Board, President and Chief
President and Chief Executive Officer of BCS
Executive Officer Financial Corporation.
since 1999
Howard F. Beacham III 45 September 1999 to Present,
September 1999 to Present, President and Chief Operating
Trustee since 1998 (1) Officer, BlueCross Blue Shield
of Utica-Watertown; April 1998
to Present, President and Chief
Operating
2
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Officer, BlueCross BlueShield of
Central New York, (Excellus
Health Plan, Inc.); September
1997 to April 1998, Executive
Vice President, BlueCross
BlueShield of Central New York
(Excellus Health Plan, Inc.);
October 1996 to August 1997,
Senior Vice President-Finance,
BlueCross BlueShield of Central
New York (Excellus Health Plan,
Inc.); January 1995 to September
1996, Vice President-Finance,
BlueCross BlueShield of Central
New York (Excellus Health Plan,
Inc.).
Philip A. Goss 41 July 1999 to Present, Vice
Trustee since 1994 President Corporate Development,
Health Care Service Corporation;
January 1995 to July 1999,
President and Chief Executive
Officer, Health Plans Capital
Services Corp.
Ronald F. King* 52 January 1997 to Present,
Trustee since 1997 President and Chief Executive
Executive Trustee Officer, Blue Cross and Blue
since 1998 (1) Shield of Oklahoma and
subsidiaries; February 1995 to
January 1997, President and
Chief Operating Officer, Blue
Cross and Blue Shield of
Oklahoma; January 1995 to
February 1995, Executive Vice
President, Operations, Blue
Cross and Blue Shield of
Oklahoma; Executive Vice
President, Member Service Life,
BluLincs HMO, GHS P&C.
James M. Mead 54 January 1995 to Present,
Trustee since 1999 President and Chief Executive
Officer, Capital Blue Cross.
Mark A. Orloff 45 January 1995 to Present, Vice
Trustee since 1999 President and Deputy General
Counsel, Blue Cross and Blue
Shield Association.
Jed H. Pitcher 59 January 1995 to Present,
Trustee since 1999 (1) Chairman of the Board and Chief
Executive Officer of Regence
Blue Cross Blue Shield of Utah.
Joseph F. Reichard 52 January 1998 to Present, Vice
Trustee since 1998 President, Treasury Services and
Assistant Treasurer, Highmark
Inc.; May 1995 to January 1998,
Director of Financial Services
and Assistant Treasurer,
Highmark Inc., January 1995 to
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May 1995, Investment Manager,
Blue Cross of Western
Pennsylvania.
M. Edward Sellers 53 January 1995 to Present,
Trustee since 1997 President and Chief Executive
Officer, Blue Cross and Blue
Shield of South Carolina.
* May be deemed an "Interested Person"
(1) Member of the Nominating Committee
The Board of Trustees met four times during the Company's last fiscal year.
Trustee Sellers 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 February
29, 2000, these Trustee nominees' employers owned or controlled the following:
<TABLE>
<CAPTION>
Government/REPO Money Market Short-Term
Trustee Portfolio PCs Portfolio PCs Portfolio PCs
- ------- ------------- ------------- -------------
<S> <C> <C> <C>
Edward J. Baran 235,314.57 4,522,515.03 0
Howard F. Beacham III 1,227,392.96 7,638,184.92 0
Philip A. Goss 0 48,453,124.33 1,740,296.63
Ronald F. King 0 7,550,851.60 969,805.67
James M. Mead 44,525,000.00 300,000.00 146,001.24
Mark A. Orloff 13,000,000.00 71,647,778.85 654,582.12
Jed H. Pitcher 1,041,997.60 15,912,128.40 66,695.17
Joseph F. Reichard 0 58,905,708.98 99,732.80
M. Edward Sellers 5,973,000.00 53,270,575.11 0
</TABLE>
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.
Effective April 1, 1999, BCS was retained to act as administrator for the
Company. Prior to that date Health Plans Capital Services Corp. ("CSC") was the
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, 1999, BCS was paid $16,604 and
voluntarily waived $52,920 of the $69,524 and CSC was paid $6,360 and
voluntarily waived $15,003 of the $21,363 which BCS and CSC were entitled to as
the fees payable for their services as administrators for the Government/REPO
Portfolio. For the fiscal year ended
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<PAGE> 8
December 31, 1999, BCS was paid $147,541 and voluntarily waived $20 of the
$147,561 and CSC was paid $59,421 and voluntarily waived $227 of the $59,648
which BCS and CSC were entitled to as the fees payable for their services as
administrators for the Money Market Portfolio. For the fiscal year ended
December 31, 1999, BCS was paid $16,036 and voluntarily waived $5,970 of the
$22,006 and CSC was paid $7,369 and voluntarily waived $1,845 of the $9,214
which BCS and CSC were entitled to as the fees payable for their services as
administrators for the Short-Term Portfolio. As of February 29, 2000, BCS had
earned $2,327, after voluntary fee waivers, as administrator for the
Government/REPO Portfolio, $40,743, after voluntary fee waivers, as
administrator for the Money Market Portfolio and $2,268, after voluntarily fee
waivers, as administrator for the Short-Term Portfolio, in 2000.
The Company has no standing Audit or Compensation Committee. The Company's
Nominating Committee, which was appointed January 21, 2000, gathers information
and makes recommendations to the PC holders of nominees for election as Trustees
of the Company. The Nominating Committee, consisting of Messrs. Ronald F. King,
Chairman, Howard F. Beacham III and Jed H. Pitcher, most recently met on
February 14, 2000. 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
PricewaterhouseCoopers 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, 2000. The Trustees originally selected
PricewaterhouseCoopers LLP at a meeting held August 8, 1985, and reconfirmed
this selection for the 2000 fiscal year at a meeting held January 21, 2000. The
ratification or rejection of the selection of independent certified public
accountants for the 2000 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
PricewaterhouseCoopers 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.
PricewaterhouseCoopers LLP 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.
AMENDMENT OF FUNDAMENTAL INVESTMENT LIMITATION
OF MONEY MARKET PORTFOLIO
Currently, the Portfolios may not purchase securities of any issuer, other than
those issued or guaranteed by the U.S. Government, Federal agencies and
government-sponsored corporation, if immediately after such purchase more than
5% of the total assets of the respective Portfolio would be invested in such
issuer; except that up to 100% of the total assets of the Government/REPO
Portfolio and up to 25% of the total assets of the Money Market Portfolio and
the Short-Term Portfolio may be invested in Repurchase Agreements with
maturities not
5
<PAGE> 9
greater than seven days without regard to the 5% limitation. The Company desires
to amend the foregoing limitation as it applies to the Money Market Portfolio so
that it will be the same as with respect to the Government/REPO Portfolio, that
is, up to 100% of the total assets of the Money Market Portfolio could be
invested in Repurchase Agreements with maturities not greater than seven days
without regard to the 5% limitation. This change would permit the Money Market
Portfolio to enter into larger Repurchase Agreements when this appears to be
advantageous. All Repurchase Agreements entered into by the Portfolios are fully
collateralized by U.S. Government securities. The Company does not desire to
make a comparable change with respect to the Short-Term Portfolio because the
Short-Term Portfolio generally does not make significant use of Repurchase
Agreements. Approval of this amendment requires the affirmative vote of a
majority of the outstanding PCs of the Money Market Portfolio. The Board of
Trustees recommends that PC holders of the Money Market vote in favor of this
amendment.
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:
Name & Position Age Prior Five Years Business Experience
- --------------- --- ------------------------------------
Dale E. Palka 51 April 1999 to Present, Vice President, BCS
Treasurer Financial Services Corp.; December 1996 to
Present, Executive Director, Investment
Programs, Health Plans Capital Services Corp.;
January 1995 to December 1996, Director of
Investments, Blue Cross and Blue Shield of
Michigan
Wendell H. Berg 57 January 1995 to Present, Senior Vice President,
Secretary General Counsel and Secretary, BCS Financial
since 1999 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 29, 2000, 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:
6
<PAGE> 10
Number of Percent of
Name and Address of' Owner PCs Owned Portfolio
- -------------------------- --------- ---------
Blue Cross and Blue Shield 6,925,589.15 7.31%
of Massachusetts
100 Summer Street
Boston , MA 02110
Capital Blue Cross 44,525,000.00 46.98%
2500 Elmerton Avenue
Harrisburg, PA 17110
Independence Blue Cross 18,606,923.30 19.63%
1901 Market Street
Philadelphia, PA 19103
Blue Cross and Blue Shield 5,973,000.00 6.30%
of South Carolina
I-20 East at Alpine Road
Columbia, SC 29219
Blue Cross and Blue Shield 13,000,000.00 13.72%
Association
225 North Michigan Avenue
Chicago, IL 60601
On February 29, 2000, 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
- -------------------------- --------- ---------
Blue Shield of California 27,231,871.50 5.86%
50 Beale Street
San Francisco, CA 94105
Blue Cross and Blue Shield 47,109,531.64 10.13%
of Illinois
300 East Randolph Street
Chicago, IL 60601
Horizon Blue Cross and Blue 66,597,100.96 14.33%
Shield of New Jersey, Inc.
3 Penn Plaza East
Newark, NJ 07105
7
<PAGE> 11
Highmark Blue Cross and 58,905,708.98 12.67%
Blue Shield
120 Fifth Avenue
Pittsburgh, PA 15222-3099
Blue Cross and Blue Shield 53,270,575.11 11.46%
of South Carolina
I-20 East at Alpine Road
Columbia, SC 29219
Blue Cross and Blue Shield 72,250,210.68 15.54%
Association
225 North Michigan Avenue
Chicago, IL 60601
On February 29, 2000, 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 1,740,296.630 44.53%
of Illinois
300 East Randolph Street
Chicago, IL 60601
Blue Cross and Blue Shield 969,805.669 24.82%
of Oklahoma
1215 South Boulder Avenue
Tulsa, OK 74119-2800
Blue Cross and Blue Shield 654,582.124 16.75%
Association
225 North Michigan Avenue
Chicago, IL 60601
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. The investment advisor for the Short-Term
Portfolio is Neuberger Berman, LLC, 605 Third Avenue, New York, NY, 10158.
8
<PAGE> 12
PC HOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Any PC holder proposal intended to be presented at the Annual Meeting of PC
holders to be held in 2001 must be received by the Company at its principal
office not later than November 30, 2000 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 20, 2000
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.
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<PAGE> 13
PRELIMINARY COPY
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 25, 2000
--------------------
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 25, 2000, at the offices of BCS Financial Services Corp., Chicago, IL, at
1:30 P.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 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 Vote Withhold Authority
Management Nominee For to Vote
------------------ --- -------
All of the nominees listed below or
individually ______ ______
Edward J. Baran ______ ______
Howard F. Beacham III ______ ______
Philip A. Goss ______ ______
Ronald F. King ______ ______
James M. Mead ______ ______
Mark A. Orloff ______ ______
Jed H. Pitcher ______ ______
Joseph F. Reichard ______ ______
M. Edward Sellers ______ ______
Name of additional nominee(s)
- -----------------------------
- ----------------------------- ------
- ----------------------------- ------
- ----------------------------- ------
<PAGE> 14
2. Ratification of Selection of Independent Certified Public Accountants
Ratify selection of PricewaterhouseCoopers LLP as independent certified public
accountants for the fiscal year ending December 31, 2000.
(Accountants) ____ FOR ____ AGAINST ____ ABSTAIN
3. Amendment of Fundamental Investment Limitation
Amend fundamental investment limitation of the Money Market Portfolio to permit
up to 100% of the total assets of such Portfolio to be invested in Repurchase
Agreements of any issuer with maturities not greater than seven days, whether or
not after such investment more than 5% of the total assets of the Money Market
Portfolio would be invested in such issuer. [TO BE VOTED ON ONLY BY PC HOLDERS
OF THE MONEY MARKET PORTFOLIO.]
(Amendment) ____ 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 Ratification of Accountants set forth in paragraph 2 above;
(c) For the Amendment 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:___________________, 2000
-----------------------------
(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
