___________________________________________________a corporation organized
under
(Name of Congregation)
the laws of ____________________________________( the "Congregation")
hereby assigns, transfers, sets over, and delivers to Unitarian Universalist
Association, a corporation duly organized under the laws of the Commonwealth
of Massachusetts (the "Association"), the securities and funds listed and
described on Schedule A hereto (together with any additions thereto, the
"Account) which shall be held by the Association under the terms of the
following Agreement:
1. The Association will set up upon its books forthwith a fund entitled
"__________________________________Fund"
2. The Account will be invested as of the last day of September, December, March or June which shall next follow the date of this Agreement, in accordance with the terms of the "Plan Governing Participation in the Association's General Investment Fund" dated October 1962, as amended from time to time (the "Plan"), and the Association's Investment Guidelines and Policy Statement, as amended from time to time (the "Guidelines"). A copy of each of the Plan and the Guidelines is attached to and made a part of this Agreement.
3. The Congregation may from time to time add to the Account money and securities to be held by the Association under the terms of this Agreement. Any such new money and securities will be invested as of the last day of September, December, March or June which shall next follow its date of delivery to the Association.
4. After the Account has been invested for one fiscal quarter, the Association shall commence paying the designated return on the Account to the Congregation quarterly, as of September 30, December 31, March 31 and June 30, as provided by the Plan and Guidelines and any rules adopted from time to time thereunder, unless the Congregation provides notice to the Association at least thirty days prior to the pertinent quarterly date that the Congregation elects to have such return reinvested.
5. The Congregation reserves the right on the last day of September, December, March or June to withdraw principal in any amount by the "sale" of shares as provided in the Plan if notice is given of the intent of "sale" at least thirty days prior to the pertinent quarterly date.
6. The Association shall have full discretionary authority to manage,
acquire, dispose of, invest in or reinvest in any or all securities
or other assets in or for the Account in a manner consistent with
the Plan and the Guidelines and the objectives of a total return
investment pool. The Association may place assets comprising all
or a portion of the Account in short-term investments or may hold
such assets uninvested as cash on a temporary basis pending investment
in accordance with any such investment objectives. The Congregation
shall indemnify and hold harmless the Association from and against
any and all claims, liabilities (or allegations thereof), costs
and expenses (including legal fees) to which it may be subjected
solely by reason of investing the Account in compliance with the
provisions of this Section, except in the case of claims, liabilities,
costs and expenses resulting from the Association's negligence, misconduct,
violation of applicable law or breach of its fiduciary obligations
to the Congregation. The Association is hereby authorized to
appoint one or more investment managers (each a "Manager") to manage
the Account to the same extent to which the Association is authorized
to manage the Account under Section 6.
7. The Association or the Manager shall have full and complete discretion to place orders with brokers or dealers or others for the purchase, sale, exchange or liquidation of any property in the Account and to establish accounts with one or more securities brokers or dealers as the Association or the Manager may select. The Manager shall not be responsible for any acts or omissions by any such brokers or dealers, or any third party not owned by the Manager, provided that the Manager is not negligent in the selection of such broker or brokers or dealer or dealers, or third parties. The Association shall not be responsible for any acts or omissions by any such brokers or dealers, provided that the Association is not negligent in the selection of such broker or brokers or dealer or dealers, or third parties. The Association and the Manager are each authorized to combine orders on behalf of the Account with orders on behalf of other congregations, the Association or any affiliates.
8. The Association shall not be subject to any liability for any act,
omission or mistake of judgment in the course of, or connected with
the performance of its responsibilities under this Agreement, other
than gross negligence, bad faith, willful or reckless misconduct,
violation of applicable law or breach of its fiduciary obligations to the
Congregation on the part of the Association hereunder. Nothing
herein, however, shall be construed to waive any liability that the
Association has under applicable federal or state securities laws.
.
9. If the Congregation shall cease to function as an active Congregation
with property still held by the Association under this Agreement,
thereafter such remaining property shall forever become the property of
the Association to be held by the Association for its general purposes.
10. For the purposes of this Agreement, the Congregation shall be deemed to have ceased to function as an active Congregation upon the happening of any of the following events:
(1) If the Congregation at a duly called meeting of its members shall formally vote to discontinue religious services and at the same time vote to authorize the dissolution of the Congregation corporation and copies of said votes are recorded in the appropriate Registry of Deeds, or
(2) If the Board of Trustees of the Association, in its sole judgment and discretion, by resolution shall find and determine that any one of the following events has happened, (a) that the Congregation has ceased to use its property for Unitarian Universalist purposes, or (b) that the Congregation has failed to hold religious services with reasonable frequency; and shall cause a copy of said resolution to be recorded in said appropriate Registry of Deeds.
11. This Agreement shall be construed, and the rights and obligations
of the parties hereunder shall be enforced in accordance with the
laws of the Commonwealth of Massachusetts, without regard to its
laws concerning conflicts of laws.
IN WITNESS WHEREOF, the Congregation has caused this Agreement to be executed
on its behalf and in its name and its corporate seal to be hereto affixed by
its officer thereunto duly authorized this ____________day of ____________,
20__.
(Name of Congregation)
by________________________________
At a meeting of the members of the ___________________________of the
Congregation duly called and held on___________________, at which a quorum
was present and voting, the foregoing Agreement was duly presented to the
meeting, and after consideration of the same, on motion duly seconded,
it was
VOTED: That any appropriate officer of the Congregation be and hereby is authorized in the name and behalf of the Congregation to sign, seal, execute and deliver the Agreement between Congregation and Association for Investment of Congregation Funds in Association General Investment Fund.
Attest:
_________________________________
(Clerk)
__________________________, 20_______
Schedule "A"
Securities
No. of shares of
Name of Company
Face Value
CASH
On behalf of _____________________________________ ( Congregation or Affiliate) presently having an account with the Unitarian Universalist Association ("UUA") whereby the UUA holds monies for the UUA General Investment Fund , the undersigned Congregation or Affiliate hereby elects the following quarterly distribution rate to be effective through the quarter ending _________________ ( date, i.e. Sept. 1999, Mar. 2000).
(Select one)
4.5%_________
5.0%_________
5.5% ________
6.0%________
IN WITNESS WHEREOF, the Congregation or affiliate has caused this document to be executed on its behalf and in its name by its officers thereunto duly authorized this
_________________________ day of _______________________ (year)__________
_________________________________ Name of Congregation or Affiliate
By:
___________________________________ Name and Title of Officer
Attest:
________________________________ Clerk of Congregation or Affiliate
( This document must be postmarked 30 days prior to a quarter-end. Send to: Nancy Gladyszak, Endowment Funds Manager, Unitarian Universalist Association, 25 Beacon St, Boston, MA 02108)