Sample: Non-Profit or Agency Fund Agreement

This Agreement is made to establish a permanent fund to be known as the _____________ Endowment Fund (the "Fund") within the Capital Region Community Foundation (the "Community Foundation"). The Fund is for the purpose of creating an endowment for ____________________ (the "Agency"). Subject to the provision of this Agreement, distribution from the Fund will be made annually to the Agency according to the Spending Guidelines established by the Board of Trustees of the Community Foundation.

1. In general, the principal of permanent endowments will not be invaded except when applying the Spending Guidelines, or in extraordinary circumstances as deemed appropriate by the Board of Trustees of the Community Foundation. The Agency may also request that all or a portion of the amount available for distribution be reinvested in the Fund principal. Gifts may be added to the Fund at any time by the Agency or by other donors, upon acceptance by the Community Foundation.

2. The Board of Trustees of the Capital Region Community Foundation shall have final authority and discretion as to the investment and reinvestment of the assets of the Fund.

3. The Community Foundation, upon receipt of contributions to the Fund, will establish a separate account for the accounting control of funds received from the Agency or from other persons or organizations wishing to directly make gifts to the Community Foundation for the purpose of assisting the Agency. The Community Foundation shall separately account for all principal and income in the Fund.

4. The Foundation will annually provide the Agency with a complete reporting on the Fund's activity, including all receipts, disbursements, income and expenses.

5. The Community Foundation will furnish all routine accounting, as well as reporting to the Michigan Attorney General and the Internal Revenue Service regarding the Fund. The Community Foundation staff will provide the Agency with general advice regarding the development or expansion of a deferred-giving program by the Agency's Board of Directors.

6. The Community Foundation also agrees to promote gifts to the Fund through the Community Foundation's website, printed materials, newsletter, annual reports and special mailings to prospective donors.

7. In exchange for the investment management, accounting and deferred giving services, the Community Foundation will charge the Fund a fee in accordance with the then prevailing fee schedule adopted by the Foundation's Board of Trustees, which will be deducted annually in the first quarter of the year. This fee is in addition to any investment fees charged to the Community Foundation that are pro-rated to the Fund, and to any expenses relating specifically to the Fund (e.g., brochure printing and mailing costs, supplies, legal services and so forth), which will be paid by the Fund.

8. In the event of the dissolution of the Agency or if the Agency ceases to be a qualified charitable organization, the Foundation shall thereafter continue to hold the assets constituting the Fund and shall distribute the net income and/or principal therefrom to such organizations as in the opinion of the Board of Trustees of the Community Foundation most nearly meet the purposes of the Agency. To the extent that the Board of Directors of the Agency may convene at times relevant to this paragraph, the Community Foundation will consult with the Board of Directors of the Agency to determine an appropriate recipient of the distribution.

9. If the Community Foundation ceases to be a qualified charitable organization or if the Community Foundation proposes to dissolve, the assets of the Fund, after payment or making provision for payment of any liabilities properly chargeable to the Fund, shall be distributed to the Agency. If the Agency is not then a qualified charitable organization, said assets shall be distributed in such manner and to such organization or organizations as satisfies the requirements of a qualified charitable organization and serves purposes similar to those of the Agency.

10. All assets held in the Fund shall be subject to the Articles of Incorporation and Bylaws of the Community Foundation, including, but not limited to, the power contained therein for the Board of Trustees of the Foundation to modify any restriction or consideration on the distribution of funds from the Fund for any specified charitable purposes or to specified organizations, if in the sole judgment of the Board of Trustees of the Community Foundation (without the necessity of the approval of any participating trustees, agent or custodian), such restriction or condition becomes, in effect, unnecessary, undesirable, impractical, incapable of fulfillment or inconsistent with investment needs of the Community Foundation or with the charitable needs of the community or area served by the Community Foundation.

Definitions and Construction

(a) As used in this Agreement

(1) "Qualified charitable organization" means an organization described in Internal Revenue Code 509(a)(1), (2), (3) or (4) and which is other than a private foundation under 509(a) of the Internal Revenue Code.

(2) Reference to any provision of the Internal Revenue Code shall be deemed a reference to the U.S. Internal Revenue Code of 1986 as the same may be amended from time to time and the corresponding provision of any future U.S. Internal Revenue Code.

(b) The Fund shall be the property of the Community Foundation held by it in its corporate capacity and shall not be deemed a trust fund held by it in a trustee capacity. It is intended that the Fund shall be a component fund of the Community Foundation and that nothing in this Agreement shall affect the status of the Community Foundation as an organization described in Section 509(a)(1) and 170(b)(1)(A)(vi) of the Internal Revenue Code. This Agreement shall be interpreted in a manner consistent with the foregoing intention and so as to conform to any applicable requirements of the Internal Revenue Code and Internal Revenue Service regulations.

IN WITNESS WHEREOF, each party hereto has executed this Agreement on the date(s) set forth below.