P R I VAT E E Q U I T Y INVES T MENT FUND A S A D E BT I N S T RU MENT
TRANSACTION STRUCTURE
derived from Bridge Investments will not be transferred to Distributions Account, nor will they be distributed to Shareholders Series “B”; such income will be transferred to Fund’s General Account and may be used to perform new Investments and pay Fund Expenses, in addition. A Bridge Investment could be performed when ENERMAS LATINOAMÉRICA as Manager performs an Investment in a project that is contemplated to be financed through Fund’s Capital, where Investment could be performed with respect to a proportional part of the Capital and a Bridge Investment. ENERMAS LATINOAMÉRICA repays the Fund for Bridge Investment, and corresponding amounts would return to the General Account within the termination date of the Bridge Investment; and could be used again to perform Investments. With the understanding that amounts are not received within Bridge Investment termination date, investment would cease to be considered as a Bridge Investment and would be considered as an Investment and amounts received in respect of such Investment could not be reinvested, but would be deposited in Distributions Account.
1.6 CORPORATE GOVERNANCE. Private Equity Investment Fund, as a Debt Instrument, will have two internal bodies: Investment Committee and Series “B” Shareholders’ Meeting.
1.6.1 INVESTMENT COMMITTEE. Manager will have an internal committee, referred to in this Prospectus as the Investment Committee, which is Manager’s decision-making body with respect to Investments and Divestments. Investment Committee composition and functioning is described in section “III. Transaction Structure - 5. Issuance and Protection General Policies of Shareholders Interests - 5.2 Protection Mechanisms for Shareholders Interests / Corporate Governance 5.2.2 Investment Committee” of this Prospectus. Specifically and with respect to Investments performed by Fund, Investment Committee will have the power to approve transactions that ENERMAS LATINOAMÉRICA intends to perform as Manager, including Investments and Divestments, representing 5% or more, but less than 20%, of the Total Amount of Initial Issuance. Investment Committee members appointed by Manager, except for Independent Members, shall be honorary members and shall not be entitled to any remuneration for such position.
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1.6.2 SHAREHOLDERS’ MEETING SERIES “B”. Shareholders may participate in Series “B” Shareholders’ Meeting in accordance with the rules set forth in section “III. Transaction Structure - 5. Issuance and Protection General Policies of Shareholders Interests - 5.2 Protection Mechanisms for Shareholders Interests / Corporate Governance - 5.2.3 Shareholders’ Meeting” of this Prospectus, which will have the powers indicated and will meet in accordance with the rules set forth in such section of the Prospectus.
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