Patria(US:PAX)2023-04-28 21:00FORM 20-F Filing Information This section details Patria Investments Limited's Annual Report on Form 20-F for FY2022, including share classes, Nasdaq listing, and IFRS compliance - The report is an Annual Report on Form 20-F for the fiscal year ended December 31, 20222 - Patria Investments Limited is incorporated in the Cayman Islands3 Outstanding Shares as of December 31, 2022 | Share Class | Number of Shares | | :------------ | :--------------- | | Class A | 54,247,500 | | Class B | 92,945,430 | - The company is a large accelerated filer and uses International Financial Reporting Standards (IFRS) as issued by the IASB for its financial statements1213 Table of Contents This section provides a comprehensive list of all chapters and sub-sections within the annual report, facilitating navigation Presentation of Financial and Other Information This section outlines the basis of financial statement preparation, currency, key corporate events, non-GAAP measures, and KPIs Financial Statements and Currency Patria maintains its records in U.S. dollars and prepares annual consolidated financial statements under IFRS for 2020-2022 - Patria was incorporated in Bermuda on July 6, 2007, and changed its jurisdiction to the Cayman Islands on October 12, 202023 - The company maintains its books and records in U.S. dollars, which is also the presentation and functional currency for its financial statements24 - Annual consolidated financial statements for 2022, 2021, and 2020 are prepared in accordance with IFRS as issued by the IASB24 Corporate Events and Acquisitions Significant acquisitions and corporate events from 2021-2023 impact comparability of historical financial results to future periods - Historical financial results may not be comparable to future periods due to significant acquisitions and corporate events26 - Completed combination with Moneda Asset Management on December 1, 2021, increasing AUM to US$23.8 billion and solidifying its position in Latin American private equity, infrastructure, and credit27 - Launched a new Growth Equity strategy with Kamaroopin, acquiring a 40% stake in February 2022 and the remaining 60% in April 2023, now owning 100% of Kamaroopin28 - Patria Latin American Opportunity Acquisition Corp. (SPAC) closed its IPO on March 14, 2022, raising US$230 million30 - Acquired 50% of VBI Real Estate on July 1, 2022, to anchor its Brazil Real Estate platform, with full ownership expected within 24-36 months3233 - VBI announced the acquisition of BlueMacaw Asset Management Ltda. on April 3, 2023, adding approximately R$500 million in AUM34 Non-GAAP Financial Measures The report uses Fee Related Earnings (FRE) and Distributable Earnings (DE) as non-GAAP measures for operational profitability and dividend capacity - Non-GAAP measures, Fee Related Earnings (FRE) and Distributable Earnings (DE), are used to assess financial performance and dividend distribution capabilities3843 Fee Related Earnings (FRE) (US$ millions) | Metric | 2022 | 2021 | 2020 | Change 2022/2021 | Change 2021/2020 | | :-------------------------- | :---- | :---- | :---- | :--------------- | :--------------- | | Revenue from management fees| 220.6 | 144.7 | 112.9 | 75.9 | 31.8 | | Revenue from incentive fees | 6.1 | 4.9 | 3.5 | 1.2 | 1.4 | | Revenue from advisory and other ancillary fees | 4.2 | 0.7 | 2.5 | 3.5 | (1.8) | | Taxes on revenues | (3.7) | (3.9) | (3.8) | 0.2 | (0.1) | | Personnel expenses | (103.9)| (79.8)| (27.2)| (24.1) | (52.6) | | (-) Long-term employee benefits | 3.5 | 3.0 | 0.4 | 0.5 | 2.6 | | (-) Carried interest allocation | 10.2 | 30.2 | — | (20.0) | 30.2 | | (-) Carry bonus provision | — | 0.9 | — | (0.9) | 0.9 | | (-) Deferred and contingent consideration | 24.4 | 2.0 | — | 22.4 | 2.0 | | (-) Other transaction costs | 0.5 | — | — | 0.5 | — | | Administrative expenses | (30.4)| (14.4)| (14.6)| (16.0) | 0.2 | | (-) Amortization of intangible assets from acquisition | 3.1 | 0.3 | — | 2.8 | 0.3 | | (-) SPAC expenses and transaction costs | 0.8 | — | — | 0.8 | — | | Placement fees amortization and rebates | (5.3) | (2.5) | (2.3) | (2.8) | (0.2) | | Fee Related Earnings (FRE) | 130.0 | 86.0 | 71.3 | 44.0 | 14.7 | Distributable Earnings (DE) (US$ millions) | Metric | 2022 | 2021 | 2020 | Change 2022/2021 | Change 2021/2020 | | :-------------------------- | :---- | :---- | :---- | :--------------- | :--------------- | | Fee Related Earnings (FRE) | 130.0 | 86.0 | 71.3 | 44.0 | 14.7 | | Revenue from performance fees | 30.4 | 89.3 | — | (58.9) | 89.3 | | Taxes on revenue—performance fees | (1.2) | (0.2) | — | (1.0) | (0.2) | | Carried interest allocation | (10.2)| (30.2)| — | 20.0 | (30.2) | | Carry bonus provision | — | (0.9) | — | 0.9 | (0.9) | | Other income/(expenses) | (9.3) | (12.2)| (2.0) | 2.9 | (10.2) | | Other transaction costs | 6.7 | 11.8 | 2.1 | (5.1) | 9.7 | | Deferred and contingent consideration | (11.6)| (0.3) | — | (11.3) | (0.3) | | SPAC expenses and transaction costs | 10.6 | — | — | 10.6 | — | | Gross obligation - unwinding | 3.5 | — | — | 3.5 | — | | Net financial income/(expense) | 8.1 | (0.3) | (0.2) | 8.4 | (0.1) | | Option, warrant and trust account | (3.2) | — | — | (3.2) | — | | Share of equity-accounted earnings | (2.3) | — | — | (2.3) | — | | Amortization of intangible assets from equity-accounted investments | 2.2 | — | — | 2.2 | — | | Current income tax expense | (6.5) | (1.7) | (0.9) | (4.8) | (0.8) | | Distributable Earnings (DE) | 147.1 | 141.3 | 70.3 | 5.8 | 71.0 | Key Performance Indicators (KPIs) This section defines key performance indicators like AUM, FEAUM, PREAUM, and Net Accrued Performance Fees for measuring operating performance - Assets Under Management (AUM) is defined as total capital funds managed plus direct co-investments, indicating business size and product evolution4748 - Fee Earning AUM (FEAUM) measures total capital generating management fees49 - Performance Revenue Eligible AUM (PREAUM) is the portion of AUM on which performance or incentive fees can be earned if targets are met50 - Net Accrued Performance Fees represent the amount Patria would receive as realized performance fees (net of compensation) if all eligible funds were fully divested at their current valuations51 Market Data and Estimates Market data and industry forecasts are based on third-party sources and internal estimates, subject to inherent uncertainty and risk - Market data and industry forecasts are derived from public third-party sources, internal reports, and management estimates5254 - All market data and estimates are inherently uncertain and imprecise, and projections are subject to high degrees of uncertainty and risk54 Rounding Adjustments Rounding adjustments have been applied to figures, meaning numerical totals in tables may not be exact arithmetic aggregations - Rounding adjustments have been made, so numerical totals in tables may not be exact arithmetic aggregations55 Cautionary Statement Regarding Forward-Looking Statements This section warns that forward-looking statements are subject to various risks and uncertainties, and the company does not undertake to update them - The report contains forward-looking statements based on management's beliefs and assumptions, identifiable by specific forward-looking words5859 - These statements are subject to risks and uncertainties, including the impact of COVID-19, economic and political conditions in Latin America and globally, exchange rate fluctuations, ability to find suitable investments, and regulatory changes596064 - The company does not undertake any obligation to update forward-looking statements in light of new information or future developments62 PART I This part covers general company information, risk factors, and business overview, providing foundational context for the financial report ITEM 1. Identity of Directors, Senior Management and Advisers Information regarding directors, senior management, and advisers is not applicable for this item as per filing requirements - Information for Directors and Senior Management, Advisers, and Auditors is 'Not applicable' for this item666768 ITEM 2. Offer Statistics and Expected Timetable Information on offer statistics and expected timetable is not applicable for this report as per filing requirements - Information for Offer Statistics and Method and Expected Timetable is 'Not applicable' for this item6970 ITEM 3. Key Information This section covers key information, including a summary of risk factors related to the company's business, industry, Latin American operations, and Class A common shares - Sections A, B, and C of Item 3 (Removed and reserved, Capitalization and Indebtedness, Reasons for the Offer and Use of Proceeds) are marked as 'Not applicable'7172 D. Risk Factors This subsection details risks across business, industry, Latin America, and Class A common shares, including market volatility, competition, and dual-class structure - Investment in Class A common shares is subject to risks related to business and industry, Latin America, and the shares themselves73 - The COVID-19 pandemic has severely disrupted economies, impacting capital raising, deployment, and realization activities, and exacerbating existing risks758182 - Difficult market and geopolitical conditions (e.g., rising interest rates, inflation, Russia-Ukraine conflict) can materially reduce revenue, earnings, and cash flow, and affect investment performance7587929798 - The asset management business faces substantial and intense competition, potentially leading to lower fees and reduced profitability117118119120121 - The dual-class share structure concentrates voting control with Patria Holdings (83.3% voting power), limiting other shareholders' influence on corporate matters83319335 - Operations in Latin America expose the company to political, economic, legal, and operational risks, including government influence, inflation, exchange rate instability, and social unrest (e.g., in Brazil and Chile)77787994277278280281282283284285286287288289290291292293294295296297298299300301302303304305306307 - Cybersecurity risks, rapidly changing global privacy laws (e.g., GDPR, LGPD), and potential employee misconduct could lead to data loss, business interruptions, reputational damage, and significant liabilities133134135136137138144145146147148180181182183184 - Poor performance of investment funds would reduce revenue, income, and cash flow, potentially obligating repayment of performance allocations and hindering future capital raising185186 - The company's status as a Cayman Islands exempted company and foreign private issuer means shareholder rights and disclosure requirements differ from U.S. jurisdictions, potentially offering less protection83340341346347348349350351352353354355 ITEM 4. Information on the Company This item details Patria Investments Limited's history, business overview, organizational structure, and property, plants, and equipment A. History and Development of the Company Patria evolved from an M&A firm to a private equity leader, marked by rebranding, Blackstone partnership, IPO, and strategic acquisitions - Patria was founded in 1988 as Patrimônio Participações, initially focusing on M&A and financial advisory, then shifting to private equity operations366 - Rebranded as Patria Investments in 2001, solidifying its pioneer position in the private assets industry366 - Blackstone acquired a non-controlling interest in Patria in October 2010 and fully exited its position by December 31, 2022367 - Completed an IPO on January 26, 2021, with Class A common shares trading on Nasdaq under 'PAX'371 - Acquired Moneda Asset Management on December 1, 2021, creating a combined asset manager with US$23.8 billion in AUM372 - Launched Growth Equity strategy with Kamaroopin, acquiring 40% in February 2022 and 100% by April 2023374 - Acquired VBI Real Estate on June 9, 2022, to anchor its Brazil Real Estate platform, with 50% acquired in July 2022380381 - Expanded into Venture Capital with the acquisition of Igah Ventures on December 1, 2022, acquiring 100% ownership382383 - VBI acquired BlueMacaw Asset Management Ltda. on April 3, 2023, adding approximately R$500 million in AUM385 B. Business Overview Patria is a leading Latin American alternative investment firm with US$27.2 billion AUM across six product lines, focusing on value creation and disciplined investment - Patria is a leading global alternative investment firm focused on Latin America, with US$27.2 billion in AUM as of December 31, 2022389 - Product offerings include private equity, infrastructure, credit, public equities, real estate, and advisory & distribution, with 80 active funds as of December 31, 2022389 - Flagship private equity and infrastructure strategies have generated a consolidated equal-weighted net IRR of 28.6% in U.S. dollars since inception (as of December 31, 2022)390 AUM by Product Line (US$ billions) | Product Line | AUM (Dec 31, 2022) | | :----------------------- | :----------------- | | Private Equity | 10.9 | | Infrastructure | 5.8 | | Credit | 4.7 | | Public Equities | 2.1 | | Real Estate | 1.3 | | Advisory & Distribution | 2.3 | - The investment approach is based on sector specialization, operational value creation, an associative approach, and gradual, disciplined portfolio construction443448449450459464465 - Competitive strengths include sustained strong investment performance, robust client relationships, scalable business model, seasoned management, and strong brand equity466468469478480481482483484 - Growth strategy focuses on expanding the addressable market for alternative investments in Latin America, diversifying the client base, increasing product portfolio, and expanding access channels485489492498499500 - Integrates ESG considerations into investment analysis and decisions, governed by a responsible investment policy and signatory to the Principles for Responsible Investment (PRI)501504505 - The asset management business is highly competitive, facing strategic buyers, other funds, and financial institutions, competing on performance, service quality, and fees528530531532 - The company and its subsidiaries are subject to extensive regulation by governmental agencies and self-regulatory organizations in Brazil (CVM, ANBIMA, ABVCAP), Cayman Islands (CIMA), Uruguay (Central Bank), and the UK (FCA)533534537539540541543547548549550551552553554555556557558559600601602603604[605](index=605&type=chunk] C. Organizational Structure The company's organizational structure reflects its corporate reorganization and recent acquisitions, with Patria Holdings Limited as the controlling entity - The corporate structure reflects the corporate reorganization and combination with Moneda, acquisition of Kamaroopin, Igah, BlueMacaw, interests in VBI, and listing of the SPAC36607 D. Property, Plants and Equipment Patria relies on intellectual property rights and leases its global corporate offices, deeming current facilities suitable for its business needs - The company relies on contractual rights, trademarks (e.g., Patria Investimentos, Moneda), trade secrets, copyrights, domain names, and software to protect its intellectual property608609 - Patria leases its corporate business and management office in Grand Cayman and additional office spaces in São Paulo, Montevideo, Bogota, Santiago, New York, London, Dubai, and Hong Kong610 - The company does not own any property and believes its current leased facilities are suitable610 ITEM 4A. Unresolved Staff Comments This section states that there are no unresolved staff comments applicable to the company - This item is 'Not applicable'611 ITEM 5. Operating and Financial Review and Prospects This section analyzes Patria's financial condition, operating results, liquidity, capital resources, and critical accounting estimates A. Operating Results Patria reported US$27.2 billion AUM in 2022, with operating results driven by fees, acquisitions, and macroeconomic factors, using non-GAAP measures for insight - Patria is a leading global alternative investment firm focused on Latin America, with US$27.2 billion in AUM as of December 31, 2022613 Key Operating Performance Metrics (US$ millions) | Metric | 2022 | 2021 | 2020 | Change 2022/2021 | Change 2021/2020 | | :------------------------------ | :------ | :------ | :------ | :--------------- | :--------------- | | Assets Under Management (AUM) | 27,250 | 23,815 | 14,408 | 3,435 | 9,407 | | Fee Earning AUM | 19,167 | 17,930 | 7,713 | 1,237 | 10,217 | | Performance Revenue Eligible AUM| 18,078 | 15,893 | 12,292 | 2,185 | 3,601 | | Net Accrued Performance Fee | 462 | 348 | 276 | 114 | 72 | - AUM increased by US$3,435 million in 2022, primarily due to acquisitions, valuation increases, new capital raised (PE VII), and exchange rate variations625 - FEAUM increased by US$1,237 million in 2022, driven by new acquisitions, capital raised, and additional capital deployment630 - Net Accrued Performance Fee increased by US$114 million in 2022, mainly due to valuation increases from Infra III, PE V, and PE VI funds637 Net Income, FRE, and DE (US$ millions) | Metric | 2022 | 2021 | 2020 | Change 2022/2021 | Change 2021/2020 | | :-------------------------- | :---- | :---- | :---- | :--------------- | :--------------- | | Net income for the year | 94.1 | 121.3 | 61.9 | (27.2) | 59.4 | | Fee Related Earnings (FRE) | 130.0 | 86.0 | 71.3 | 44.0 | 14.7 | | Distributable Earnings (DE) | 147.1 | 141.3 | 70.3 | 5.8 | 71.0 | - Operating results are significantly affected by business conditions (attracting new capital, deploying capital, realizing investments), foreign exchange rates (64% of 2022 revenues and 40% of expenses in USD), and the Latin American macroeconomic environment651652653654655656658660661662663[664](index=664&type=chunk] - The company revised its consolidated income statement presentation to classify expenses by nature, which has no impact on prior years' reported net income or EPS669670 Net Revenue from Services (US$ millions) | Revenue Type | 2022 | 2021 | 2020 | | :------------------------------- | :------ | :------ | :------ | | Revenue from management fees | 223.5 | 144.7 | 112.9 | | Revenue from incentive fees | 6.1 | 4.9 | 3.5 | | Revenue from performance fees | 30.4 | 89.3 | — | | Revenue from advisory and other ancillary fees | 4.2 | 0.7 | 2.5 | | Taxes on revenue | (5.2) | (4.1) | (3.8) | | Net Revenue from services | 258.9 | 235.5 | 115.0 | - Net revenue from services increased by 10% in 2022 to US$258.9 million, primarily due to a US$78.8 million increase in management fees from acquired companies and deployed capital, partially offset by a US$58.9 million decrease in performance fees692 - Net income for 2022 decreased by 22% to US$94.1 million, mainly due to lower performance fees and higher personnel and amortization expenses, despite increased management fees702 B. Liquidity and Capital Resources Patria's non-capital-intensive business relies on fees for liquidity, with US$312.4 million in cash and no outstanding debt as of December 31, 2022 - Patria's business model is not capital-intensive, with management and advisory fees typically exceeding operating expenses718 - As of December 31, 2022, cash, cash equivalents, and short-term investments totaled US$312.4 million (US$167.1 million in 2021), including US$240.3 million in a SPAC trust account719 - Principal cash requirements include acquisition consideration, operating costs, M&A, and dividends719 Cash Flow Summary (US$ millions) | Cash Flow Type | 2022 | 2021 | 2020 | | :------------------------------ | :------ | :------ | :------ | | Operating Activities | 81.1 | 107.6 | 52.7 | | Investing Activities | (189.3) | (284.2) | 23.5 | | Financing Activities | 118.5 | 177.9 | (66.2) | - Net cash from operating activities decreased by US$26.5 million in 2022, mainly due to working capital changes721 - Net cash used in investing activities decreased by US$94.9 million in 2022, primarily due to lower acquisition capital compared to 2021724 - Net cash from financing activities decreased by US$59.4 million in 2022, driven by SPAC IPO proceeds and dividend payments726 - The company had no outstanding financial indebtedness as of December 31, 2022 and 2021728 - Capital expenditures were US$54.5 million in 2022 (US$125.8 million in 2021), mainly for acquisitions and property/equipment730 C. Research and Development, Patents and Licenses, etc. Information on research and development, patents, and licenses is covered under the Intellectual Property discussion in Item 4.D - Information on Research and Development, Patents and Licenses is covered under 'Item 4. Information on the Company—D. Property, Plants and Equipment—Intellectual Property'732 D. Trend Information Information on current trends affecting the company is directed to the 'Key Market Trends' section within Item 4.B - Information on Trend Information is covered under 'Item 4. Information on the Company—B. Business Overview—Key Market Trends'732 E. Critical Accounting Estimates Financial statement preparation requires significant management assumptions and estimates for employee benefits, asset impairment, deferred taxes, and fair value - Preparation of consolidated financial statements requires significant assumptions, judgments, and estimates in accordance with IFRS732733 - Key estimates include employee profit-sharing, asset useful lives and impairment, deferred tax asset recoverability, provisions for contingencies, revenue recognition, fair value of financial instruments, and purchase price allocations for business combinations11281129 - Management regularly reevaluates these assumptions, judgments, and estimates, and actual results could differ materially7331128 ITEM 6. Directors, Senior Management and Employees This section details Patria's board, executive officers, compensation, board practices, employee information, and share ownership, including governance and incentive plans A. Directors and Senior Management Patria's board comprises seven members, including three independent directors, with Olimpio Matarazzo Neto as Chairman and Alexandre Teixeira de Assumpção Saigh as CEO - The board of directors is composed of seven members, including three independent directors: Sabrina Bridgett Foster, Jennifer Anne Collins, and Glen George Wigney738739901 - Olimpio Matarazzo Neto serves as Chairman, and Alexandre Teixeira de Assumpção Saigh is the CEO and a director738740742 - Key executive officers include Ana Cristina Russo (CFO since January 2023), Marco Nicola D'Ippolito (Chief Corporate Development Officer since January 2023), and other leaders across various functions750751752 B. Compensation Directors and executive officers received US$11.2 million in aggregate compensation in 2022, with long-term incentive plans aligning interests - Aggregate compensation for directors and executive officers was US$11.2 million in 2022 and US$17.6 million in 2021, including benefits and variable compensation766 - An Officer's Fund provides cash benefits to certain employees based on financial metrics, with no new grants since the IPO769 - A Long-Term Incentive Plan (LTIP) was adopted in November 2022, allowing for equity incentive awards (PSUs) convertible into Class A common shares, with a maximum issuance of 5% of outstanding common shares770771773 - PSUs granted under the LTIP and IPO Grant are subject to time and market performance (Total Shareholder Return) vesting conditions7751186 C. Board Practices As a foreign private issuer and 'controlled company,' Patria utilizes Nasdaq exemptions for board independence and committee structures - As a foreign private issuer and 'controlled company', Patria relies on Nasdaq exemptions, not requiring a majority independent board or independent compensation/nominations committees777779780781782 Board Diversity Matrix (as of December 31, 2022) | Gender Identity | Directors | | :-------------- | :-------- | | Female | 2 | | Male | 5 | - The Audit Committee consists of three independent directors (Sabrina Bridgett Foster, Jennifer Anne Collins, Glen George Wigney), with Sabrina Bridgett Foster as Chairman, and is responsible for overseeing accounting and financial reporting784785 D. Employees As of December 31, 2022, Patria had 385 employees, including 97 investment professionals, maintaining constructive employee relations Full-time Personnel by Function (as of December 31, 2022) | Function | Number of Employees | % of Total | | :---------------------- | :------------------ | :--------- | | Management | 27 | 7% | | Investment | 97 | 25% | | Sales & IR | 70 | 18% | | General and Administrative| 191 | 50% | | Total | 385 | 100% | - The company has a constructive relationship with employees and has not experienced strikes or work stoppages788 E. Share Ownership Information on share ownership by directors and officers is disclosed in Item 7.A, alongside details of the long-term incentive plan - Information on share ownership by directors and officers is disclosed in 'Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders'790 - A long-term incentive plan for share options is in place, as detailed in 'Item 6. Directors, Senior Management and Employees—B. Compensation—Long-Term Incentive Plan'790 E. Disclosure of a registrant's action to recover erroneously awarded compensation This section states that there is no disclosure applicable to the registrant's action to recover erroneously awarded compensation - This item is 'Not applicable'791 ITEM 7. Major Shareholders and Related Party Transactions This section details beneficial ownership, with Patria Holdings as the controlling shareholder, and outlines various related party transactions and agreements A. Major Shareholders Patria Holdings Limited is the major shareholder, controlling 83.3% of voting power through Class B common shares as of December 31, 2022 - As of December 31, 2022, Patria Holdings Limited beneficially owns 55.9% of issued share capital and 83.3% of total voting power319794798 Major Shareholders (as of December 31, 2022) | Shareholders | Class A Shares (%) | Class B Shares (%) | Total Voting Power (%) | | :-------------------------------------------- | :----------------- | :----------------- | :--------------------- | | Patria Holdings Limited | 0.8 | 88.1 | 83.3 | | Entities affiliated with Adage Capital Partners, L.P. | 5.2 | — | 0.3 | | Entities affiliated with Capital Research Global Investors | 20.0 | — | 1.1 | | Entities affiliated with Capital International Investors | 6.9 | — | 0.4 | | Entities affiliated with Wellington Management Group LLP | 12.8 | — | 0.7 | | Entities affiliated with FMR LLC | 10.0 | — | 0.6 | | Entities affiliated with Grandeur Peak Global Advisors, LLC | 7.1 | — | 0.4 | | All directors and executive officers as a group (19 persons) | 0.8 | 92.0 | 87.0 | | Total Free Float | 99.2 | — | 5.5 | - Class B common shares are entitled to 10 votes per share, while Class A common shares have one vote per share799 B. Related Party Transactions Related party transactions include compensation to partners, long-term investments, carried interest allocations, lease commitments, and a 2022 investment sale - Cash payments to direct partners as compensation (excluding dividends) amounted to US$5.7 million in 2022, US$2.8 million in 2021, and US$2.6 million in 2020804 - Certain founding shareholders hold participating shares in Patria Brazilian Private Equity III, Ltd. and Patria Brazil Real Estate Fund General Partner II, Ltd., entitling them to all returns on related investment funds805 - Senior managing directors and certain employees are entitled to 35% of performance fees from investment funds through a carried interest vehicle806 - A share-based incentive plan provides **long-term incentives to employees and directors