Item 5: Fees and Compensation
General
AES Infrastructure expects to provide investment advisory services to the Fund pursuant to one or
more investment management agreements (any such investment management agreement, the
“Agreement”). The Agreement for the Fund, along with certain of the Governing Fund Documents,
set forth in detail the relevant fee structure. The terms of the Agreement are established at the time
of the initial closing of the Fund.
AES Infrastructure typically receives compensation from a combination of fees based on a
percentage of assets under management, measured based on either committed or called capital,
carried interest allocations, and certain other fees or expenses related to transactions (see below).
Form ADV Part 2A | AES Infrastructure Advisors LLC February 2020
Investors should review all fees charged by AES Infrastructure and others to fully understand the
total amount of fees to be paid by the Fund and, indirectly, by its Limited Partners.
Management Fee
The Fund will pay AES Infrastructure an annual management fee (the “Management Fee”), payable
quarterly in advance based on a percentage of the aggregate committed capital during the investment
period, and then on invested capital thereafter. AES Infrastructure reserves the right to waive or
reduce the portion of the Management Fee attributable to any Limited Partner, in its sole discretion.
See the applicable Governing Fund Documents for a detailed discussion on the fees associated with
an investment in the Fund.
Carried Interest Distributions
A portion of the Fund’s distributable cash may be distributed to the General Partner as “carried
interest” or “yield share.” The manner of calculation of such carried interest and yield share is
disclosed in the Governing Fund Documents. As is the case with Management Fees, AES
Infrastructure reserves the right to waive or reduce carried interest and yield share with respect to
any Limited Partner, in its sole discretion.
AES Infrastructure will neither deduct fees from the Fund’s assets nor bill the Fund directly.
Management Fees are payable by the Fund to AES Infrastructure and carried interest will be
distributed by the Fund to the General Partner, in each case on the terms provided for in the
Governing Fund Documents. The General Partner may draw-down capital commitments from the
Limited Partners, or may use amounts that would otherwise be available for distribution to such
investors, in order to meet the obligation to pay the Management Fee.
Please see the applicable Governing Fund Documents for a detailed discussion of Management Fees
and carried interest distributions associated with the Fund.
Other Fees Earned by AES Infrastructure
AES Infrastructure, its employees, and affiliates may also receive fee income paid by portfolio
companies or other third parties, including advisory fees, directors’ fees, investment banking fees,
break-up fees, or other similar fees received with respect to investments or proposed investments
by a General Partner, AES Infrastructure, members of AES Infrastructure’s investment team, or any
affiliate of the foregoing (collectively, “Other Fees”). Such Other Fees will typically be paid to
AES Infrastructure or its affiliates and 100% of these fees will reduce or offset Management Fees
paid by the Fund. However, Management Fees shall not, in any event, be reduced below zero.
The recipients of this Brochure must refer to the detailed information found in the Fund’s Private
Placement Memorandum and other Governing Fund Documents for specific information about the
fees earned by AES Infrastructure, including Other Fees, and the fees charged to the Fund.
Other Expenses Charged to the Fund
In addition to the Management Fees and carried interest, the Limited Partners of will bear directly
or indirectly the fees and expenses charged to the Fund. Those fees and expenses typically will
include, among other things: all expenses, fees, costs, and/or liabilities associated with the
Form ADV Part 2A | AES Infrastructure Advisors LLC February 2020
identification, purchase, management, operation, monitoring, hedging, restructuring, refinancing,
sale or other disposition of investments, the Fund’s share of joint venture expenses, broken deal
expenses, financing, legal, auditing, valuation, and accounting fees and expenses, director and
officer liability or other insurance, interest on fees and expenses arising out of all borrowings made
by the Fund, expenses of any Limited Partner Advisory Committee (“LPAC”) meetings, expenses
of the annual Limited Partners’ meetings, costs of dissolving or winding-up and liquidating the
Fund, the cost of software used to track and monitor investments, and professional fees, including
expenses of consultants and experts relating to investments or the Fund, including compliance
consultants.
The types of fees and expenses that will be charged to the Fund in relation to the acquisition, holding
and disposition of investments, include, where contemplated by the applicable Governing Fund
Documents, among other things: meals, entertainment, lodging and travel expenses.
Investors should refer to the applicable Governing Fund Documents and review all fees and
expenses charged by AES Infrastructure, its affiliates, and others to fully understand the total
amount of fees and expenses to be paid by the Fund and, indirectly, the Limited Partners.