The Fund is advised by Helios Investment Partners, L.L.P. (“Helios”), a London-based investment adviser established in 2004 by Temitope Lawani and Babatunde Soyoye, both former Principals at the Texas Pacific Group (“TPG”) with a shared interest in utilizing private equity to foster economic and social development in Sub-Saharan Africa. They are joined by Partner Mark Hartmann (also formerly from TPG) and nine investment professionals. It is anticipated that Helios will hire four professionals in the near future. The General Partner of the Fund is Helios Investors Genpar II, L.P., an entity registered in Cayman Islands. The Helios team has offices in London and Nigeria.

It is proposed that IFC invest up to the lesser of $60 million or 20% of the Fund’s capital commitments.

60.0 million (USD)

Product Line	IFC Investment (million USD)
Risk Management
Guarantee
Loan
Equity	60.0

* These investment figures are indicative

The Fund will be formed as a limited partnership under the laws of the Cayman Islands and will have investment staff based in London and Nigeria. To further support Fund operations, the General Partner is considering establishing a new office in Kenya to focus on East African opportunities. The Fund will seek investments in Nigeria, Ghana, Angola, Cote D’Ivoire, Kenya, Tanzania and Uganda, with half of the investments expected to be located outside Nigeria. Other African countries may also be considered opportunistically.

The Fund is expected to have a strong impact for private sector development as follows: -- Support of IDA countries: The Fund is expected to invest a substantial part of its commitment to investments in IDA countries. -- Private sector development: The Fund will add value to its investee companies, by providing managerial, operational and strategic support to improve their competitiveness and sustainability. -- Economic development: The Fund is expected to invest in high-growth companies aiming to increase output, which in turn is expected to increase employment growth rate. -- Environmental practices: The Fund Manager will be required to adopt international best practices for environmental and social risk assessment and management, and improve transparency and corporate governance, thus transferring knowledge and skills to portfolio companies.

Through its investment in the Fund and active participation in the Advisory Committee, IFC will have the following roles: -- Providing a catalytic role and supporting an existing IFC client in a difficult global economic environment; -- Providing valuable industry/regional expertise on the Fund’s advisory committee particularly in Infrastructure; and -- Providing debt financing through co-investments as well as industry and regional expertise for portfolio companies to realize their cross-border expansion strategies; -- Advising on Fund’s structure and terms and providing environmental and social (“E&S”) guidelines.

This project has been classified as a Category FI project according to IFC’s Environmental and Social Review Procedure. The appraisal will focus primarily on how the Fund’s investment approach and due diligence process will enable it to identify, assess and manage environmental and social risks in respect of its investments to ensure compliance with the IFC’s FI Exclusion List, the applicable National Social and Environmental Laws and regulations and the IFC Performance Standards.

As an existing client, Helios has submitted the environmental report required by IFC (“AEPR”). IFC''s CES group has reviewed the report, provided an ESRR rating of 3, and is following-up with the client on the questions raised, including the Fund Manager’s Social and Environmental Management System (“SEMS”) and due diligences processes. Helios is updating its SEMS to incorporate IFC’s Performance Standards and other policy requirements. The client is however committed to improve them, and CES will suggest supplemental actions to address the gaps in the SEMS. Based on the Applicable Performance Requirements and Social and Environmental Performance, the Fund Manager will be required to:

-- Upgrade the existing SEMS, prior to commitment to the satisfaction of IFC;
-- Retain responsible, qualified persons to manage and implement the SEMS;
-- Commit to implement the SEMS to ensure that its investments/activities are in compliance with the Applicable Performance Requirements;
-- Submit a periodic report to IFC as per a format to be provided by IFC.

Additionally, given the potential high risk present in some of the sectors of the Fund’s investments, IFC will review the implementation and performance of the Fund’s SEMS for the first few projects, prior to the Fund’s investment, to ensure that the Fund’s SEMS is robust. The CIN E&S team will be involved in the appraisal of the project and assessing transactions.