INVESTMENT ADVISORY AND SERVICE AGREEMENT
AGREEMENT, made as of September 29, 2006 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.
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
Government/REPO Portfolio of the Investment Company (the
"Portfolio"), 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 Portfolio for the period and on the terms set forth in this
Agreement. BIMC accepts such appointment and agrees to furnish
the services herein set forth, for the compensation herein
provided. BIMC may delegate those of its duties set forth in
Paragraph 4 hereof to any wholly-owned direct or indirect
subsidiary of PNC Bank, National Association or The PNC
Financial Services Group, Inc., provided that BIMC and such
delegate shall promptly provide such information as the
Investment Company may reasonably request, and respond to such
questions as the Investment Company may reasonably ask, relative
to such delegation, including the capabilities of the delegate.
Any delegation pursuant to the proceeding sentence shall not be
deemed an assignment for purposes of Paragraph 10 hereof.
Notwithstanding such delegation, BIMC shall remain responsible
for the performance of its duties set forth herein pursuant to
the standards of care provided for herein. Except as
specifically set forth herein, compliance with any applicable
laws, rules or other requirements will be the responsibility of
the Investment Company.
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 Portfolio's administrator
pursuant to 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 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 and statement of additional information with respect
to the Portfolio (such prospectus and statement of additional
information, 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 and will place the daily orders for the purchase or
sale of securities. 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 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
instructions 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. Subject to the other provisions of
this sub-paragraph, in placing orders with brokers and dealers
BIMC will attempt to obtain the best net price and the most
favorable execution of its orders. In placing orders, BIMC will
consider the experience and skill of the firm's securities
traders as well as the firm's financial responsibility and
administrative efficiency. 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,
except as permitted by the 1940 Act, or by any applicable SEC
exemptive order or no-action letter; 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.
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 resolutions of the Investment Company's
Board of Trustees:
(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 for investment securities 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;
(g) Calculate daily the Portfolio's average
dollar weighted maturity, the dividend per Participation
Certificate available to be declared to Participation
Certificate holders, and the yield of the Portfolio;
(h) Supply the Investment Company and its Board
of Trustees with various normal and customary reports and
statistical data concerning the Portfolio as reasonably
requested by it, state insurance commissioners or their
counterparts;
(i) Prepare a monthly unaudited financial
statement of the Portfolio, which will include the following
items:
(1) Schedule of Investments;
(2) Statement 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 its independent certified public accountants and
provide them with detailed account analyses, fiscal year
summaries and other audit-related schedules as reasonably
requested in connection with the Portfolio;
(k) Pursuant to security market quotes from
independent pricing services or as otherwise permitted by the
Investment Company's Board of Trustees, calculate the amortized
cost and the market values of the investments of the Portfolio;
(l) Prepare a quarterly broker security
transaction summary and monthly security transaction listing;
(m) Prepare and file the Investment Company's
semiannual reports to the SEC on Form N-SAR;
(n) Prepare for execution by the Investment
Company and file all of the Investment Company's Federal and
state tax returns and other required tax filings as agreed to by
BIMC;
(o) Assist with the preparation of the
Investment Company's annual and semi-annual reports to
Participation Certificate holders, its registration statement on
Form N-lA and other filings relating to the registration of
Participation Certificates;
(p) Monitor the Investment Company's status as a
regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended;
(q) Arrange to maintain the Investment Company's
fidelity bond required by the 1940 Act;
(r) Monitor the Portfolio's compliance with the
amounts and conditions of each state qualification with respect
to those states in which the Portfolio's Participation
Certificates have been qualified for sale; and
(s) Have its officers available, upon reasonable
notice and at reasonable frequencies, for consultation with
Trustees, officers and employees of the Investment Company.
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 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 31a-2 under the 1940
Act the records required to be maintained by Rule 31a-1 under
the 1940 Act with respect to the services provided hereunder.
7. Expenses During the term of this Agreement, BIMC
will pay all expenses incurred by it in connection with its
activities under this Agreement (other than the cost of
securities, commodities and other investments (including
brokerage commissions and other transaction charges, if any)
purchased or sold for the Portfolio and fees and expenses
related to qualifying or registering Participation Certificates
for sale) and the Investment Company will pay expenses properly
incurred by it or on its behalf. In addition if, in any fiscal
year, the expenses (as defined under the securities regulations
of an applicable state) 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 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 respective 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 hereof, 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 reduce 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 and its delegates
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 or its delegates in reliance on
instructions received by BIMC or its delegates 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 of
its obligations and duties under this Agreement. BIMC and its
delegates may assume that instructions provided to it are
consistent with the Investment Company's organizational
documents and resolutions or proceedings of the Investment
Company's Board of Trustees and Participation Certificate
holders. Notwithstanding anything else in this Agreement to the
contrary, with respect to administrative services neither BIMC
nor its affiliates will be liable to the Investment Company or
the Portfolio for any consequential, special or indirect losses
or damages which the Investment Company or the Portfolio may
incur or suffer by or as a consequence of BIMC's or any
affiliate's performance of such services, whether or not the
likelihood of such losses or damages was known by BIMC or its
affiliates.
10. Duration and Termination. This Agreement, unless
sooner terminated as provided herein, shall continue in effect
until April 30, 2008. Thereafter, if not terminated, this
Agreement shall continue in effect for successive annual periods
each ending on April 30, 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 Investment Company (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 as 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 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.
PLAN INVESTMENT FUND, INC.,
/s/ Xxxxx X. Xxxxxx
By: Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: President and Chief Executive Officer
BLACKROCK INSTITUTIONAL MANAGEMENT
CORPORATION
/s/ Xxxx X. Xxxxx
By: Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Managing Director
PLAN INVESTMENT FUND, INC.
GOVERNMENT/REPO PORTFOLIO
BlackRock Institutional Management Corporation ("BIMC") and
BCS Financial Services Corporation ("BCS") hereby enter into a
voluntary fee waiver agreement with regards to the
Government/REPO Portfolio of Plan Investment Fund, Inc. This
agreement shall continue until termination by either party upon
ninety (90) days written notice. BIMC and BCS agree to the
following:
(1) BIMC and BCS will voluntarily reduce the fees
otherwise payable to them 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 0.15
of one percent (0.15%) of the Government/REPO Portfolio's
average net assets for each fiscal year. Under this voluntary
agreement, the maximum investment advisor fee to be charged to
the portfolio will be 0.10 of one percent (0.10%) and the
maximum administrator fee to be charged to the portfolio will be
0.05 of one percent (0.05%). Fees will be allocated
proportionally, two thirds to BIMC and one third to BCS, after
all other ordinary operating expenses have been paid.
(2) Until otherwise agreed to in writing, BIMC and
BCS further agree to reduce the fees otherwise payable to them
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 0.10 of one percent (0.10%)
of the Government/REPO Portfolio's average net assets for each
fiscal year.
(3) BCS will pay the organizational expenses directly
associated with the establishment of the Government/REPO
Portfolio. The portfolio will not be legally obligated to repay
these organizational expenses; however, the waiver of fees
payable to BCS will be reduced by a dollar amount equal to the
organizational expenses paid by BCS.
(4) Operating expenses will be allocated as follows
under the voluntary 0.10 of one percent (0.10%) expenses
limitation agreement:
Until BCS waiver reduction equals organizational costs:
BIMC Advisory .02%
+
BCS Admin .02%
+
BCS (Waiver Reduction) .03%
+
Other .03%
=
Total .10%
After BCS waiver reduction equals organizational costs:
BIMC Advisory .05%
+
BCS Admin. .02%
+
BCS (Waiver Reduction) .00%
+
Other .03%
=
Total .10%
(5) BIMC further agrees that, in the event the BCS
waiver reduction by the Government/REPO Portfolio is less than
the full amount of the organizational expenses paid by BCS, BIMC
will allow BCS to suspend its voluntary waivers of Money Market
Portfolio fees until it has received an amount equal to one half
of the difference between actual waiver reductions and
organizational expenses paid by BCS. Under this agreement, BIMC
will increase its voluntary waivers of Money Market Portfolio
fees in an amount equal to the suspended BCS fee waivers.
BlackRock Institutional Management Corporation
/s/ Xxxx X. Audit
By: Xxxx X. Xxxxx
Date: September 29, 2006
Name: Xxxx X. Xxxxx
Title: Managing Director
BCS Financial Services Corporation
/s/ Xxxxx X. Xxxxxx
By Xxxxx X. Xxxxxx
Date: October 5, 2006
Name: Xxxxx X. Xxxxxx
Title:Senior Vice President and CFO
