Financial PPIF Template

FINANCIAL PPIF TEMPLATE

Parties

Fund Sponsor:

Corporation    Government Entity    Limited Liability Company    Other:

Fund Manager:

Recitals

This Financial Public-Private Investment Fund Agreement (Agreement) is entered into effective as of (Effective Date) by and between the Fund Sponsor and the Fund Manager on the terms and conditions set forth below.

Definitions

For purposes of this Agreement, capitalized terms not otherwise defined have the meanings set forth in this Section. "Eligible Assets" means financial instruments and asset-backed structures identified by the Manager that satisfy the investment guidelines in Section 4.

Fund Purpose and Scope

The purpose of the Fund is to acquire, manage and, where appropriate, dispose of Eligible Assets to achieve the investment objectives described herein. The Manager shall manage the Fund in accordance with the investment policies and restrictions set forth in this Agreement.

Investment Guidelines and Eligible Assets

Eligible Assets include but are not limited to distressed loan portfolios, securitized credit instruments, and other credit-oriented strategies approved in writing by the Sponsor. Manager shall not invest Fund capital in assets that materially deviate from the Approved Asset Classes without prior Sponsor consent.

Capital Commitments and Drawdown Schedule

Each investor shall make capital commitments to the Fund as set forth below. The Manager will issue capital call notices in accordance with the drawdown procedures specified herein.

Aggregate Commitment Total: $

Contributions, Drawdowns and Default

Manager shall issue a capital call notice no fewer than calendar days prior to the required funding date. Any Investor failing to fund a capital call within business days shall be deemed in default and subject to remedies including, but not limited to, dilution, interest on the unpaid amount at per annum, and suspension of voting rights.

Fees, Expenses and Profit Allocation

Management Fee: per annum of committed capital (or such other base as agreed).

Carried Interest (Promote): , subject to achievement of preferred return of per annum and catch-up provisions as set forth in Schedule A.

Valuation and Reporting

The Manager shall determine the Fund's Net Asset Value using valuation policies consistent with customary industry practice and in good faith. Valuations and investor reports shall be delivered on a basis and include performance, positions, fees, expenses and any material events.

Audit, Compliance and Records

The Fund shall engage an independent auditor at least annually. Manager shall maintain complete books and records and allow the Sponsor and its designees reasonable access for audit, compliance review and regulatory inquiries consistent with confidentiality requirements.

Representations and Warranties

Each party represents and warrants that it has full power and authority to execute and deliver this Agreement and perform its obligations, that the execution thereof does not violate any material agreement, and that the individual signing is duly authorized.

Indemnification and Limitation of Liability

Manager shall indemnify and hold harmless the Sponsor from claims arising from the Manager's gross negligence, willful misconduct, or material breach. Except as provided herein, neither party shall be liable for consequential or punitive damages.

Events of Default; Termination

Events of Default include failure to fund capital calls, material breach of representations and insolvency. Upon an Event of Default, the non-defaulting party shall have the remedies specified herein, including acceleration, liquidation of positions and recovery of damages.

Transfer Restrictions

Interests in the Fund are non-transferable except with the prior written consent of the Sponsor, which shall not be unreasonably withheld, and subject to compliance with applicable securities laws and any right of first refusal set forth in this Agreement.

Confidentiality

Each party shall keep confidential all non-public information received in connection with the Fund except as required by law, regulation, or as necessary to perform obligations under this Agreement. Confidential information shall be used solely for purposes of administering the Fund.

Notices

Governing Law and Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of: . Any amendment must be in writing and executed by both parties.

Certifications

Each party certifies that the information provided in this Agreement and any schedules is true, complete and accurate to the best of its knowledge and that it will provide promptly any additional documentation reasonably required to effectuate this Agreement.

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