4.6.5 Exit

PRIVATE EQUITY INVESTMENT FUND AS A DEBT INSTRUMENT PRESENTATION

Therefore, Company Commissioners may review audited financial statements in order to verify that ENERMAS LATINOAMÉRICA Human Asset compensation is not higher than the maximum established in the compensation to market standards and there are no transactions with Related Persons of ENERMAS LATINOAMÉRICA.

Notwithstanding what is agreed in the first paragraph of this section, the Key Officers must reside in Mexico at the latest within 2 months following the Initial Issuance Date and until Term end.

3.1.16 EXTERNAL AUDITOR.

ENERMAS LATINOAMÉRICA, in its capacity as Issuer and Manager may hire External Auditor with charge to the Private Equity Investment Fund as a Debt Instrument (under the terms contemplated in the legal instrument evidencing its hiring), who must perform the following functions:

I. Audit financial statements related to Private Equity Investment Fund.

II. To review simultaneously with audit, financial statements of Private Equity Investment

Fund and for the same audited period that Fund Expenses, paid or reimbursed coincide with concepts included in definition of “Fund Expenses” terms and to deliver to ENERMAS

LATINOAMÉRICA Commissioners, and to Investment Committee, a report evidencing results of such review. In order to fully comply with the provisions of Articles 41 of the Securities

Market Law and 164 of the General Law of Commercial Companies; and as indicated in

Articles Ninety-Fifth and Ninety-Sixth of the Company’s Bylaws; and Clauses Eighty-First (A) and Eighty-First (B) of the Company’s Shareholders’ Agreement.

III. Review amounts invested by the Fund percentage that have been performed through new Promoted Projects in energy, environment and infrastructure sectors and Investments that have been performed with Fund’s Capital in projects in operation.

In the event that External Auditor determines, in accordance with the audit or review performed under this Prospectus terms, that a reclassification or adjustment of any item performed in the audited period should be performed; ENERMAS LATINOAMÉRICA Investment Committee will cooperate with External Auditor in order to determine how to perform such reclassification or adjustment. To the extent that such reclassification or adjustment consists of a refund to be performed for Manager Distributions Performance to the Second Place for amounts received and/or improperly transferred to Shareholders Series “B” Distributions account in the First Place. ENERMAS LATINOAMÉRICA as Manager shall proceed as described in section “III.

Transaction Structure - 1. General Description - 1.5 Fund Structure and its Investments -

1.5.3 Fund’s Accounts Products Distribution” of this Prospectus.

3.1.17 PARALLEL VEHICLES.

Parallel to Private Equity Investment Fund as a Debt Instrument; ENERMAS LATINOAMÉRICA, in its capacity as Manager may (without being obliged to do so), manage resources of various Investors, who may make Parallel Investments with the Fund, periodically and proportionally with other Investors, as Third Party Co-Investors, through one or more Parallel Investments.

LATAM |

ENERMAS

| 103