Item 5: Fees and Compensation
General
Form ADV Part 2A Brochure | Panda Power Generation Infrastructure Fund, LLC March 2021
Panda provides investment advisory services to each of the Funds pursuant to the applicable limited
partnership agreement (the “Agreements”). The Agreements for each Fund, along with specific
organizational documents of the Fund, set forth in detail the fee structure relevant to each such Fund. The
terms of the Agreements are generally established at the time of the formation of the applicable Fund.
Panda typically receives compensation from fees based on a percentage of assets under management,
carried interest allocations, and certain other fees or expenses related to transactions (see below).
Investors should review all fees charged by Panda and others to fully understand the total amount of fees
to be paid by a Fund and, indirectly, by their Limited Partners.
Management Fee
The Funds pay Panda a management fee (the “Management Fee”) of 2.00% per annum of the aggregate
commitments of the Limited Partners during the commitment period and prior to the first date upon which
fees begin to accrue with respect to a successor fund and thereafter, 1.75% per annum of capital
contributions with respect to portfolio investments that have not been disposed of or written off. The
Management Fee may be reduced, through side letters, to lower rates at the discretion of the General
Partners.
The Management Fee is payable quarterly in advance, in each case in accordance with the Governing
Fund Documents. The Management Fee is subject to reduction due to other types of collected fees; and
Panda or the General Partner reserve the right to waive or reduce management fees in its sole discretion
for certain investors.
Carried Interest Allocations
A portion of each Fund’s net investment profit may be allocated to the capital account of its General
Partner as “carried interest.” The manner of calculation of such carried interest is disclosed in the
Governing Fund Documents and may vary by Fund. Generally, however, 20% of the investment profits
of the Funds are allocated as carried interest to such Fund’s General Partner with a preferred return of
8% per annum, subject to a claw back.
As is the case with Management Fees, Panda and its affiliates reserve the right to waive or reduce carried
interest for certain investors, including employees, strategic partners, advisors and consultants and others
as may be determined in Panda’s sole discretion.
Other Fees Earned by Panda
Panda may receive portfolio company directors’ fees, transaction fees, monitoring fees, break-up fees,
and other similar fees in connection with portfolio investments or from unconsummated transactions. An
amount ranging from 80% to 100% of all such fees paid by portfolio companies that are received by
Panda, the General Partner or any of its affiliates, net of any related expenses, will be applied to reduce
the Management Fee otherwise payable. All such fees will be allocated between the applicable Fund and
any related co-investing entities on the basis of capital committed by each to the relevant investment.
Management Fee reductions will be carried forward if necessary.
Pursuant to Approved Service Agreements (“ASAs”), the form and terms of which were consented to by
the Limited Partners, Panda performs project development, construction management, financial services,
Form ADV Part 2A Brochure | Panda Power Generation Infrastructure Fund, LLC March 2021
operations management and support services, and related services for the portfolio companies owned by
the Funds. Services performed by Panda employees are charged at hourly rates specified in the ASAs,
and third-party expenses are charged at cost. Certain Approved Service Agreements have been recently
amended to provide for a fixed price for the services performed by Panda employees (other than
engineering and construction management services provided prior to Final Approval which remain
chargeable at hourly rates).
On June 17, 2020, Panda closed a transaction to sell certain upstream owners of two of Panda’s project
companies. In accordance with the equity purchase agreement for the transaction, $7.5 million was held
by the buyer pending receipt of consent from the limited partner advisory committees (the “Limited
Partner Advisory Committees”) of Fund I and Fund II as to the disposition of such amount. On December
21, 2020, pursuant to the consents referred to above, the funds held by the buyer were distributed in the
amount of $1.1 million to Fund I and $6.4 million to Fund II. None of the funds was paid to the Advisor.
On October 15, 2020, Panda closed a transaction to sell a certain upstream owner of another project
company. In connection with the closing, $6.4 million (after deduction of certain legal expenses) was
placed in escrow in accordance with the purchase and sale agreement for the transaction. The funds in
escrow could only be disbursed by mutual consent of the General Partners and certain Limited Partners.
On December 17, 2020, pursuant to the consents referred to above, the funds held in escrow were
distributed in the amount of $0.8 million to Fund II and $5.6 million to the General Partners. None of
the funds was paid to the Advisor.
Organizational Expenses
The Funds will bear all organizational expenses, including legal, accounting, filing, capital raising, and
other organizational expenses up to an amount not to exceed $1.5 million. Organizational expenses in
excess of this amount will be paid by the Fund but borne by Panda through a 100% offset against the
Management Fee.
Other Expenses
The Funds will pay all costs, expenses, and liabilities in connection with its operations, including: fees,
costs, and expenses related to the purchase, settlement, monitoring and sale of securities, expenses of
counsel, accountants, administrators, tax advisors, consultants, the advisory committee and other advisors
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