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Exhibit (d)(3)
INVESTMENT ADVISORY AND SERVICE AGREEMENT
AGREEMENT, made as of April 30, 2001, between PLAN INVESTMENT FUND,
INC., a Maryland corporation (herein called the "Investment Company"), and
BLACKROCK INSTITUTIONAL MANAGEMENT CORPORATION, a Delaware corporation (herein
called "BIMC"), registered as an investment adviser under the Investment
Advisers Act of 1940, as amended, and wholly owned by BlackRock Advisors, Inc.
WHEREAS, the Investment Company is registered as an open-end
diversified, management investment company under the Investment Company Act of
1940, as amended ("1940 Act"); and
WHEREAS, the Investment Company desires to retain BIMC to furnish
investment advisory and administrative services to the Investment Company, and
BIMC is willing to so furnish such services;
NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Investment Company hereby appoints BIMC to act as
investment adviser and service agent to the Money Market Portfolio of the
Investment Company (the "Portfolio") for the period and on the terms set forth
in this Agreement.
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BIMC accepts such appointment and agrees to furnish the services herein set
forth, for the compensation herein provided.
2. Delivery of Documents. The Investment Company has furnished BIMC
with copies properly certified or authenticated of each of the following:
(a) Articles of Incorporation of the Investment Company, as
filed with the Secretary of State of Maryland on August 6, 1985, and
as amended and restated on August 12, 1985 (such Articles of
Incorporation, as presently in effect and as they shall from time to
time be amended, herein called the "Articles of Incorporation");
(b) Bylaws of the Investment Company (such Bylaws, as
presently in effect and as they shall from time to time be amended,
herein called the "Bylaws");
(c) Resolutions of the Investment Company's Board of Trustees
authorizing the appointment of BIMC and resolutions of the Investment
Company's Board of Trustees and Participation Certificate holders of
the Portfolio approving this Agreement;
(d) Resolutions of the Investment Company's Board of Trustees
authorizing the appointment of BCS Financial Services Corporation
("BCS") as the Investment Company's administrator and approving the
Administration Agreement between BCS and the Investment Company dated
as of February 28, 1987;
(e) The Investment Company's Registration Statement on Form
N-lA under the 1940 Act and the Securities Act of 1933, as filed with
the Securities and
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Exchange Commission ("SEC") (File No. 2-99584) relating to the
Investment Company's Participation Certificates and all amendments
thereto;
(f) The Investment Company's Notification of Registration
filed pursuant to Section 8(a) of the 1940 Act on Form N-8A with the
SEC and all amendments thereto; and
(g) The Investment Company's most recent prospectus (such
prospectus, as presently in effect and all amendments and supplements
thereto are herein called the "Prospectus").
The Investment Company will furnish BIMC from time to time with
copies, properly certified or authenticated, of all amendments of or supplements
to the foregoing.
3. Investment Advice. Subject to the supervision of the Investment
Company's Board of Trustees, BIMC will provide a continuous investment program
for the Portfolio, including investment research and management with respect to
all securities and investments and cash equivalents in the Portfolio. BIMC will
determine from time to time what securities and other investments will be
purchased, retained or sold by the Portfolio. BIMC will provide the services
under this Agreement in accordance with the Portfolio's investment objectives,
policies and restrictions as stated in the Prospectus and resolutions of the
Investment Company's Board of Trustees. BIMC further agrees that it:
(a) will conform with all applicable Rules and Regulations of
the SEC and will in addition conduct its activities under this
Agreement in accordance with other applicable law; BIMC will comply
with policies of the Investment Company that
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may be designed to limit Portfolio instruments to those which certain
investors could make directly but shall not be responsible for
monitoring which investments may from time to time be so permitted or
limited but shall be entitled to rely on instruction from the
Investment Company or its agent;
(b) will not make loans to any person to purchase or carry
Investment Company Participation Certificates or make loans to the
Investment Company;
(c) will place orders pursuant to its investment
determinations for the Portfolio either directly with the issuer or
with any broker or dealer. In placing orders with brokers and dealers
BIMC will attempt to obtain the best net price and the most favorable
execution of its orders. Consistent with this obligation, when the
execution and price offered by two or more brokers or dealers are
comparable, BIMC may, in its discretion, purchase and sell portfolio
securities to and from brokers and dealers who provide the Portfolio
with research advice and other services. In no instance will portfolio
securities be purchased from or sold to BCS, BIMC, or any affiliated
person thereof; and
(d) will treat confidentially and as proprietary information
of the Investment Company all records and other information relative
to the Portfolio and prior, present or potential Participation
Certificate holders, and will not use such records and information for
any purpose other than performance of its responsibilities and duties
hereunder, except after prior notification to and approval in writing
by the Investment Company, which approval shall not be unreasonably
withheld and may not be withheld where BIMC may be exposed to civil or
criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so
requested by the Investment Company.
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4. Administration. Subject to the supervision of the Investment
Company's Board of Trustees, BIMC will provide the Portfolio with the following
administrative services in accordance with the Portfolio's investment objectives
and policies as stated in the Prospectus and resolutions of the Investment
Company's Board of Trustees.
BIMC will:
(a) Reconcile the Portfolio's daily cash and investment
balances with its custodian and determine the beginning cash balance
available each day for investment;
(b) Update the Portfolio's cash availability throughout the
day as required;
(c) Verify investment buy-sell trade tickets, maintain
individual ledgers and historical tax lots for each investment
security, calculate capital gains and losses and transmit trades to
the custodian for proper settlement;
(d) Maintain daily journals with respect to the Portfolio's
investments, Participation Certificates, income and expenses;
(e) Otherwise maintain all books and records with respect to
the Portfolio's securities transactions, keep the Portfolio's books of
account and compute the net asset value, net income and capital gains
(losses) of the Portfolio;
(f) Monitor the expense accruals and calculate the various
contractual expenses of the Portfolio;
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(g) Calculate daily the weighted-average maturity, the
dividend per Participation Certificate to be declared to Participation
Certificate holders, and the yield of the portfolio;
(h) Supply the Investment Company and its Board of Trustees
with reports and statistical data concerning the Portfolio as
reasonably requested by it, state insurance commissioners or their
counterparts;
(i) Prepare monthly unaudited financial statements of the
Portfolio, including a:
(1) Schedule of Investments;
(2) Statements of Assets and Liabilities;
(3) Statement of Operations;
(4) Statement of Changes in Net Assets;
(5) Cash Statement; and a
(6) Schedule of Capital Gains and Losses;
(j) Act as liaison between the Investment Company and the
independent certified public accountants and provide them with
detailed account analyses, fiscal year summaries and other
audit-related schedules as requested in connection with the Portfolio;
(k) Calculate the amortized cost and the market values of the
investments of the Portfolio;
(1) Prepare a quarterly broker security transaction summary
and monthly security transaction listing;
(m) Prepare and file the Investment Company's semi-annual
reports to the SEC on Form N-SAR;
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(n) Compile data for, prepare for execution by the Investment
Company, and file all of the Investment Company's Federal and state
tax returns and required tax filings;
(o) Assist with the preparation of the Investment Company's
annual and semi-annual reports to Participation Certificate holders
and its registration statement on Form N-1A;
(p) Compile data for, prepare and file timely notices to the
SEC required pursuant to Rule 24f-2 under the 1940 Act;
(q) Monitor the Investment Company's status as a regulated
investment company under Subchapter M of the Internal Revenue Code of
1986, as amended;
(r) Arrange to maintain the Investment Company's fidelity
bond required by the 1940 Act;
(s) Determine the states in which Investment Company
Participation Certificates shall be registered or qualified for sale
and, in connection therewith, maintain the registration or
qualification of the Investment Company's Participation Certificates
under the securities laws of such states; and
(t) Have its officers available, upon reasonable notice and
at reasonable frequencies, for consultation with Trustees, officers
and employees of the Investment Company.
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The Investment Company will use its best efforts to provide BIMC such
information or other assistance as BIMC may reasonably require in order to
perform these services, including, but not limited to, information in the
possession of any other Investment Company service provider.
5. Services Not Exclusive. The investment advisory and administrative
services rendered by BIMC hereunder are not to be deemed exclusive, and BIMC
shall be free to render similar services to others so long as its services under
this Agreement are not impaired thereby.
6. Books and Records. In compliance with the requirements of Rule
3la-3 under the 1940 Act, BIMC hereby agrees that all records which it maintains
for the Portfolio are the property of the Investment Company and further agrees
to surrender promptly to the Investment Company any of such records upon the
Investment Company's request. BIMC further agrees to preserve for the periods
prescribed by Rule 3la-2 under the 1940 Act the records required to be
maintained by Rule 3la-l under the 1940 Act.
7. Expenses. During the term of this Agreement, BIMC will pay all
expenses incurred by it in connection with its activities under this Agreement
and the Investment Company will pay expenses properly incurred by it or on its
behalf. In addition if, in any fiscal year, the expenses borne by the Portfolio
exceed the applicable expense limitations imposed by the securities regulations
in any state in which Participation Certificates of the Portfolio are registered
or qualified for sale to the public, BIMC will reimburse the Portfolio for any
excess to the extent required by such regulations. Unless otherwise required by
law, such reimbursement would be accrued and paid on the same basis that the
advisory and service fees are accrued and paid by the Portfolio. To the
knowledge of
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the Investment Company, the expense limitations in effect on the date of this
Agreement are no more restrictive than one and one-half percent (1.5%) of the
Portfolio's average net assets up to $30 million and one percent (1%) of its
average annual net assets in excess of $30 million.
8. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, effective as of the date herein, the Investment
Company will pay and BIMC will accept as full compensation therefore a fee,
computed daily at an annual rate of .20% of the first $250 million of the
Portfolio's average net assets, plus .15% of the next $250 million of its
average net assets, plus .12% of the next $250 million of its average net
assets, plus .10% of the next $250 million of its average net assets, plus .08%
of its average net assets over $1 billion. The fee will be paid monthly and will
be reduced by the amount necessary to reduced the Portfolio's ordinary operating
expenses so that the Portfolio's ordinary operating expenses do not exceed 0.30
of one percent (.30%) of the Portfolio's average net assets for each fiscal year
during the term of this Agreement.
9. Limitation of Liability. BIMC shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Investment Company in
connection with the performance of this Agreement, or in connection with any
action or inaction by BIMC in reliance on instructions received by BIMC or its
delegate from the Investment Company (including but not limited to instructions
pursuant to Paragraph 3(a) hereof) or from a person reasonably believed by BIMC
or its delegates to be authorized to act on behalf of the Investment Company,
except a liability resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services or a loss resulting from willful
misfeasance, bad faith or negligence on the part of BIMC in the performance of
its duties or from reckless disregard by it or its obligations and duties under
this Agreement.
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10. Duration and Termination. This Agreement, unless sooner terminated
as provide herein, shall continue in effect until two years from the date
hereof. Thereafter, if not terminated, this Agreement shall continue in effect
for successive annual periods each ending on the anniversary date hereof;
provided such continuance is specifically approved at least annually (a) by the
vote of a majority of those members of the Investment Company's Board of
Trustees who are not interested persons of any party to this Agreement, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the Investment Company's Board of Trustees or by a vote of a majority of the
outstanding voting securities of the Portfolio. Notwithstanding the foregoing,
this Agreement may be terminated at any time, without the payment of any
penalty, by the Portfolio (by vote of the Investment Company's Board of Trustees
or by vote of a majority of the outstanding voting securities of the Portfolio),
or by BIMC on sixty (60) days' written notice. This Agreement will immediately
terminate in the event of its assignment. (As used in this Agreement, the terms
"majority of the outstanding voting securities," "interested persons" and
"assignment" shall have the same meaning of such terms in the 1940 Act.)
11. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. No amendment of this Agreement shall be
effective until approved by vote of a majority of the outstanding voting
securities of the Portfolio.
12. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made
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invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and shall be governed by Delaware law.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
Attest: PLAN INVESTMENT FUND, INC.
Xxxxxxx X. Xxxx
---------------------------- By: Xxxxxx X. Xxxxx
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Its: President and
Chief Executive Officer
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Attest: BLACKROCK INSTITUTIONAL
MANAGEMENT CORPORATION
Xxx Xxxxxxxx
---------------------------- By: Xxxxx Xxxxxxxxxxx
-----------------------------
Its: President
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