Item 5 – Fees and Compensation
The following is a general description of fees, compensation, and expenses of the Funds.
Investors should refer to the Governing Documents of the applicable Fund for a complete
understanding of how DESRI is compensated for its advisory services. The information
contained herein is a summary only and is qualified in its entirety by such documents. Each
Fund’s Governing Documents describe fees, compensation, and expenses in greater detail.
DESRI manages two types of funds. Certain funds own (or owned) a single or a small portfolio
of renewable energy projects (“DESRI I-VII Funds”). DESRI also manages funds formed to hold
specific assets, where DESRI or an affiliate serves as the co-owner of the projects and, on an
ongoing basis, the manager of the assets (“AssetCo Funds”).
Management Fees
DESRI charges each DESRI I-VII Fund a management fee (the “Management Fee”), generally
1.5% per annum on invested capital. The Management Fee charged to each Fund is specified in
the Governing Documents of each Fund. All Management Fees were negotiated with the Fund’s
investors during the fundraising period of the applicable Fund. Generally, Management Fees are
calculated based upon a percentage of each investor’s invested capital with respect to investments
that remain in the Fund.
DESRI may, in its sole discretion, waive all or a portion of the Management Fee. Management
Fees may differ from one Fund to another, as well as among investors in the same Fund.
DESRI charges each AssetCo Fund a management services fee, which is negotiated with the
Fund’s investors during the fundraising period of the applicable Fund.
Firm Expenses
DESRI and its affiliates are responsible for all of the day-to-day overhead expenses not related to
the Funds or renewable energy projects owned by the Funds, including applicable office expenses
and compensation of its employees and partners, any out-of-pocket costs and expenses incurred in
causing the Firm to register and/or maintain registration, as the case may be, as an investment
adviser under the Investment Advisers Act, as amended (the “Advisers Act”) and/or other
registration, filing or permit fees imposed on DESRI (and not the Fund) under other applicable
law.
Fund Expenses
Unless otherwise set forth in the Governing Documents, the Funds bear their own operating costs
and expenses relating to their organization and operations, which may include, but are not limited
to expenses incurred in identifying, assessing, developing, acquiring, negotiating, structuring, and
disposing of investment opportunities, including any financing, legal, accounting, management
and consulting fees; administrative expenses associated with any annual audit, financial and tax
returns, and tax reporting to a Fund’s investors; registration and other investment costs; interest
and fees associated with any permitted borrowings; costs of any litigation, insurance,
indemnification, or extraordinary expense or liability; meetings of Fund investors; fees and
disbursements to attorneys, consultants, and accountants, including the costs of these services if
provided by DESRI, service providers, and any other professionals relating to Fund matters.
Project Remuneration
Pursuant to, or as permitted by, the applicable Fund’s Governing Documents, DESRI may charge
each project or Fund for services provided by DESRI. These services are allocated based on the
time spent by DESRI employees in providing the services and/or pursuant to agreements with the
projects.