Prospect

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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

EXECUTIVE SUMMARY

In particular, Promoted Projects in energy, environment and infrastructure sectors are capital intensive and tend to be leveraged, and there can be no assurance that financial closings will be achieved on terms and at the leverage levels sought. Lower leverage on less favorable terms and conditions than those projected may result in a significant profitability loss for Promoted Projects and, therefore, adversely affect Series “B” Shareholders. Investments will be performed with available information of each Promoted Project, in order to follow up Investments performance of Private Equity Investment Fund as a Debt Instrument. ENERMAS LATINOAMÉRICA as Manager, will evaluate each one of potential investments, with available information, according to its analysis process, it is relevant for such effects. Such information may be limited and/or unreliable and corresponding financial information may not be audited by independent External Auditors. ENERMAS LATINOAMÉRICA Investment Committee will perform its best effort to verify information quality, question the manner in which it was prepared, as well as sources used. There is no risk that such information is flawed, in order to prevent poor decisions from being taken. ENERMAS LATINOAMÉRICA will monitor Investments based on information provided in each Promoted Project. Such information may not be audited and may be available in case it is required by Commissioners and/or by External Audit. Promoted Projects where Investments are performed may be fully controlled by ENERMAS LATINOAMÉRICA, as Manager; facilitating systems availability that are fundamental to generate sufficient and/or reliable operative information. This could result in ENERMAS LATINOAMÉRICA’s Key Officers being able to generate information in which they may underestimate costs, quality overestimate and flows stability, assets or inventories overvalue, liabilities undervalue or even not disclose possible contingencies, which could affect additional bonus in expected Net Returns of such Investments, and therefore adversely affect Series “B” Shareholders Distributions.

3.1.1 SPECIFIC INVESTMENTS MAY NOT BE IDENTIFIED. Resources existence and amounts will be distributed to Shareholders Series “B” depend (among other factors) on ENERMAS LATINOAMÉRICA’s Human Assets capacity, as Manager, to identify, implement, perform and close Investment opportunities. ENERMAS LATINOAMÉRICA has responsibility to locate such Investment opportunities in Promoted Projects in order to implement, execute and bring them to a successful conclusion.

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In addition, except as provided in Investment Criteria and Diversification Requirements, there is no information regarding to nature and terms of any additional Investments that may be evaluated by Prospective Investors in making a decision to invest or not to invest in Private Equity Investment Fund as a Debt Instrument. Prospective Investors will not have opportunity to evaluate for themselves or approve portfolio Investments.

E N E R M A S L ATA M

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