4.6.4. Monitoring

PROSPECTUS INFORMATION FOR ADITIONAL STRATEGIC INVESTORS

3.1.14 INVESTMENT COMMITTEE.

Investment Committee is Manager internal committee to which potential Investments and Divestments are submitted for approval in accordance with Convertible Participative Private Equity Investment Agreement as Debt Instrument terms. Investment Committee composition and functioning are 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.

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3.1.15 KEY OFFICERS.

ENERMAS LATINOAMÉRICA as Manager shall cause the Key Officers to devote, during the Investment Term, the majority portion of the time comprising their professional activity, and thereafter, the necessary portion of their working time to perform their respective duties, including, as the case may be, the following:

I. To seek investment opportunities during the Investment Term that is in accordance with the Investment objective described in this Prospectus.

II. Attend to Investment Committee meetings and analyze proposed Investments and

Divestments in order to approve or reject the same in their capacity as members of

Investment Committee, as the case may be.

III. To oversee that the respective Private Equity Investment Fund as a Debt Instrument

Investments are performed within Investment Term.

IV. That Fund performs respective Divestments during Fund term, as deemed appropriate; and

V. To manage Investments performed and other activities foreseen in the Convertible

Participative Private Equity Investment Agreement as Debt Instrument performed by

ENERMAS LATINOAMÉRICA as Issuer and Manager.

However, such Key Officers may simultaneously devote time to other tasks such as: (a) Managing ENERMAS LATINOAMÉRICA affairs and its Affiliates, including without limitation, other Investment Vehicles similar to Fund, which are managed by ENERMAS

LATINOAMÉRICA and its Affiliates (subject to the limitations described in section “III.

Transaction Structure - 3. Transaction Documents Description - 3.1 Convertible Participative

Private Equity Investment Agreement as Debt Instrument - 3.1.13 The Manager - Rights and

Obligations” of this Prospectus), b) To participate in the Boards of Directors of public and private companies, c) Conducting and managing businesses, as well as personal or family investment activities; and d) Teaching or altruistic activities, such as those related to the “Purchases with Social Causes

Hallmark” that promotes a new macroeconomic model and Social Investment Funds.

Organizational Development Management regarding to salaries and benefits of ENERMAS LATINOAMÉRICA’s Key Officers and Human Asset Associates, will be based on recommendations by a human resources consultancy (whose advisory expenses will be covered by the Fund’s resources) in order to align compensation methods to market standards.