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, 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. 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 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 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,
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 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;
(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;
(l) 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;
(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.
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 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.
10. Duration and Termination. This Agreement, unless
sooner terminated as provide 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 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 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
