Ifu PPM - 220325. Revisado.A

WATER ACCESS ACCELERATION FUND
Information Notice – Warning

For the exclusive use of the prospective investors.
Prospective investors must consider the following warning before reading the remainder of the Information (as
defined below).
PLEASE NOTE THAT NEITHER THE FRENCH FINANCIAL MARKETS AUTHORITY (AUTORITE DES MARCHES FINANCIERS)
NOR THE BELGIAN FINANCIAL SERVICES AND MARKETS AUTHORITY (AUTORITÉ DES SERVICES ET MARCHÉS
FINANCIERS) HAS AUTHORISED THE PARTNERSHIP OR THE MANAGEMENT COMPANY TO MARKET SHARES IN THE
PARTNERSHIP IN FRANCE, IN BELGIUM OR IN OTHER MiEMBER STATES OF THE EUROPEAN UNION OR IN ANY OTHER
JURISDICTION. CONSEQUENTLY, SHARES IN THE PARTNERSHIP MAY NOT BE LEGALLY MARKETED TO ANY PERSON
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SUBSCRIPTION DOCUMENTATION PERTAINING TO THE SAID SHARES BE DISTRIBUTED.
The information contained in this preliminary private placement memorandum (the “Preliminary Memorandum”)
are issued by Incofin Investment Management NV confidentially to a limited number of prospective investors that
are both (i) Qualified Investors (as defined below) and (ii) Professional Clients (as defined below) for the sole
purpose of providing preliminary information (the “Information”) in relation to an investment in Water Access
Acceleration Fund (the “Partnership”), a French professional specialized fund formed as a limited partnership (fonds
professionnel spécialisé constitué sous la forme d’une société de libre partenariat) governed by Articles L. 214-162-1
et seq. of the French Monetary and Financial Code (Code monétaire et financier).
Incofin Investment Management NV is the Partnership’s management company, a Belgian limited company,
licensed by the Belgian Financial Services and Markets Authority (Autorité des Services et Marchés Financiers) to
acts an alternative investment fund manager under Directive 2011/61/EU of the European Parliament and of the
Council of 8 June 2011 on alternative investment fund managers (“Incofin IM” or the “Management Company”).
The Partnership does not require the prior authorization of the French Financial Markets Authority (the “AMF”) and
may adopt specific management rules. Its management and operating rules are set out in its limited partnership key
agreement (statuts) (the “Agreement”).
The Management Company draws prospective investors’ attention to the fact that in accordance with paragraph VI
of Article L. 214-162-1 of the French Monetary and Financial Code (Code monétaire et financier), shares in the
Partnership may only be subscribed for, or acquired by, an investor (a “Qualified Investor”) falling into one of the
following categories:
1) investors mentioned in I of Article L. 214-144 of the French Monetary and Financial Code; or
2) the manager (gérant), management company (société de gestion), general partner (associé commandité) or
any company providing management assistance investing directly or indirectly, as well as their officers
(dirigeants), employees or any individual or legal entity acting on their behalf; or
3) investors whose initial subscription is greater than or equal to €100,000; or
4) any other investors as long as the subscription or acquisition is made in their name and on their behalf by an
investment services provider acting in the context of a portfolio management investment service, under the
conditions set out in Article L. 533-13 of the French Monetary and Financial Code and in Article 314-11 of the
AMF’s General Regulations (Réglement Général de l’AMF).
Any person who subscribes for or acquires shares in the Partnership may only sell or otherwise transfer its/his/her
shares to investors that are both (i) Qualified Investors and (ii) professional clients within the meaning of the
Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial
instruments as transposed in Article L. 533-16 of the French Monetary and Financial Code (“Professional Clients”).
The Information shall not be distributed, published or copied in all or part, and the information contained in it shall
not be disclosed by its beneficiaries to third parties. By accepting to receive the Information, each prospective
investor accepts the conditions set out hereafter and, upon request from Incofin IM, agrees to return the
Information to Incofin IM, without keeping any copy, if such prospective investor does not invest in the Partnership.
Prospective investors must themselves assess, with their own advisors if necessary, whether an investment in the
Preliminary Private Placement Memorandum – 29 30 June September 2021 2022 – Private and Confidential
The Preliminary Memorandum may be updated, modified or verified.
Partnership is suitable for them, considering their personal income and financial situation. In case of any doubt
about the risk involved in making an investment in the Partnership, prospective investors should abstain from
investing.
Prospective investors shall rely on their own examination of the legal, tax, financial and all other consequences of an
investment in the Partnership, including the merits of investing and the risks involved. Prospective investors should
not consider the Information as an advice related to legal, tax or investing aspects, and are invited to seek advice
from their own professional advisors regarding the acquisition, holding, and disposal of shares in the Partnership.
Incofin IM has taken all reasonable care to ensure that the facts stated in the Information are substantially true and
accurate and that there are no other material facts, to its knowledge, the omission of which would make any
statement in the Information misleading.
Some Information has been obtained from published sources prepared by other parties. Incofin IM nor any other
person will take responsibility concerning the accuracy and sufficiency of the Information.
Other than as set out above, no representation made or Information given in connection with or relevant to an
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time subsequent to the date hereof. Unless specified otherwise, all statements made herein are made as of the
issuance date of this Preliminary Memorandum.
All statements of opinion and/or belief contained in the Information and all views expressed and all projections,
forecasts or statements relating to expectations regarding future events or the possible performance of the
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this Preliminary Memorandum. No representation can be made or assurance given that such statements, views,
projections or forecasts are correct or that the objectives of the Partnership will be achieved. Prospective investors
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contained in the Information, prospective investors should bear in mind that past performance is not indicative of
future performance and there can be no assurance that the Partnership will achieve comparable results or that its
investment objectives will be achieved, or that investors will receive a return of their capital. In addition, any
forward looking statements contained in the Preliminary Memorandum are subject to known and unknown risks,
uncertainties and other factors which may cause actual results to be materially different from those contemplated
in such statements. In addition, there can be no assurance that unrealised investments will be realised at the
valuations shown in the Preliminary Memorandum as actual realised returns will depend on, among other factors,
future operating results, the value of the assets and market conditions at the time disposed, any related transaction
costs, and the timing and manner of sale, all of which may differ from the assumptions on which the valuations
contained herein are based. Unless specified otherwise, the internal rate of returns (“ IRR”) and multiples of
investment costs are presented on a “gross” basis and do not reflect the effect of any management fee, carried
interest, taxes and allocable expenses borne by investors, which in the aggregate may be substantial.
The attention of prospective investors is drawn to the fact that the Partnership is likely to be committing its funds to
investments of a long term and illiquid nature in companies whose shares are not quoted or dealt in on any stock
exchange. Such investments may be difficult to value and are likely to involve an above average level of risk.
Similarly, there is no available public market for the Partnership shares and no such market is expected to develop
in the future. Investors shall take into account the considerations contained in the “Risks Factors” section of this
Preliminary Memorandum.
The Partnership shares have not been registered or qualified by prospectus in the United States of America, the
United Kingdom or any other jurisdiction. Neither the merits of this investment opportunity nor the accuracy or
adequacy of the Information have been ruled upon by any securities commission or other regulatory authority.
The Information does not constitute an offer or invitation to subscribe or purchase shares in the Partnership and the
Information contained herein is subject to updating, amendment and verification. It should not be relied upon by
any persons for any purpose. Any investment in the Partnership will be solely on the basis of the Agreement.
This Preliminary Memorandum does not constitute an offer of the Partnership shares or an invitation to subscribe
2
Personalised Copy for IFU
for or to purchase the Partnership shares by any person in any jurisdiction in which such offer or invitation is not
authorised or in which the person endeavouring to make such offer or invitation is not qualified to do so or to any
person to whom it is unlawful to make such an offer or invitation. It is the responsibility of prospective investors in
any territory to satisfy themselves as to full compliance with the relevant laws and regulations of any territory in
connection with any application to participate in the Partnership, including obtaining any requisite governmental or
other consent and adhering to any other formality.
The distribution of this Preliminary Memorandum and the offer or sale of the Partnership shares may be restricted
by law in certain jurisdictions. Incofin IM does not represent that this Preliminary Memorandum may be lawfully
distributed, or that the Partnership shares may be lawfully offered, in compliance with any applicable registration or
other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, no action has been taken which is
intended to permit a public offering of the Partnership shares or the distribution of this Preliminary Memorandum
in any jurisdiction where action for that purpose is required. Accordingly, no Partnership shares may be offered or
sold, directly or indirectly, and neither this Preliminary Memorandum nor any advertisement or other offering
material may be distributed or published in any jurisdiction, except under circumstances that will result in
compliance with any applicable laws and regulations. Persons into whose possession this Preliminary Memorandum
or any Partnership shares may come must inform themselves about, and observe, any such restrictions on the
distribution of this Preliminary Memorandum and the offering and sale of Partnership shares.
UNITED STATES MATTERS
EACH PROSPECTIVE INVESTOR SHOULD MAKE ITS OWN DECISION WHETHER THIS OFFERING MEETS ITS
INVESTMENT OBJECTIVES AND RISK TOLERANCE LEVEL. NO FEDERAL OR STATE SECURITIES COMMISSION HAS
APPROVED, DISAPPROVED, ENDORSED, OR RECOMMENDED THIS OFFERING. NO INDEPENDENT PERSON HAS
CONFIRMED THE ACCURACY OR TRUTHFULNESS OF THE INFORMATION INCLUDED IN THIS PRELIMINARY
MEMORANDUM OR WHETHER IT IS COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS ILLEGAL.
NO U.S. STATE ADMINISTRATOR HAS REVIEWED THIS PRELIMINARY MEMORANDUM. THE PARTNERSHIP IS RELYING
ON AN EXEMPTION FROM REGISTRATION OR QUALIFICATION IN THE STATES WHERE THIS OFFERING IS MADE.
INVESTORS MAY BE REQUIRED TO HOLD THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. OTHER
IMPORTANT RISK FACTORS ARE EXPLAINED IN DETAIL IN THIS OFFERING. THE NATURE OF THE OFFERING’S RISK
REQUIRES THAT INVESTORS MEET MINIMUM ASSET AND/OR INCOME CONDITIONS.
None of the Partnership’s shares has been, nor will they be, registered under the U.S. Securities Act of 1933, as
amended (the “Securities Act”), or any U.S. state securities laws. The offering of the Partnership’s shares
contemplated in this Preliminary Memorandum (the “Offering”) will be made in reliance upon an exemption from
registration under the Securities Act and the regulations promulgated thereunder for an offer and sale of securities
that does not involve a public offering.
The Partnership’s shares will be offered and sold to U.S. Persons (as defined in Regulation S under the Securities Act)
or to persons or entities located in the United States at the time of offer and sale of the Partnership’s shares (each
such U.S. Person or such other person or entity, an “US Investor”) who qualify as “accredited investors” as such
term is defined in Regulation D under the Securities Act.
The Partnership’s shares are subject to restrictions on transferability and resale and may not be transferred or
resold except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or
an exemption therefrom. There is no public or other market for the Partnership’s shares and none is expected to
develop. Accordingly, prospective investors should be aware that they may be required to bear the financial risks of
an investment in the Partnership for an indefinite period of time.
The Partnership has not been and will not be registered under the Investment Company Act of 1940, as amended
(the “Investment Company Act”), in reliance upon, at the discretion of the Management Company, an exemption
from registration thereunder. Accordingly, each US Investor may be required to make certain representations as to
its qualifications in order for the Partnership to satisfy such exemption. Since the Partnership is not registered as an
investment company under the Investment Company Act, the Partnership will not be required to adhere to certain
restrictions and requirements under the Investment Company Act, and investors will not be afforded the
protections associated with registration under the Investment Company Act.
None of the Management Company or its affiliates is registered as, or intends to register as, an investment adviser
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under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”), and accordingly, investors will not
be afforded the protections associated with registration under the Advisers Act.
The beneficiary of the Information may solicit clarifications and additional information to:
Incofin Investment Management NV
Sneeuwbeslaan 20 pb 2 – 2610 Antwerp – Belgium
Tel: +32 2 829 2538
Email: serkan.alhan@incofin.com
No other person than Incofin IM is authorized to give any information concerning the Partnership that is not
contained in this Preliminary Memorandum or in the Agreement. Any other information is not authorized and shall
not be taken into consideration.
Any information concerning the Partnership shall be interpreted by reference to the Agreement.
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PRELIMINARY PRIVATE PLACEMENT

MEMORANDUM
29 30 June September 20212022
Water Access Acceleration Fund
INVESTMENT MANAGER:
Incofin Investment Management NV
SPONSOR:
Danone S.A.
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Table of Contents
1. Executive Summary...................................................................................................................................................8
1.1 The Drinking Water Market, Investment Opportunity and Fund Overview....................................................8
1.2 Summary of Key Terms...................................................................................................................................10
2. The Safe Drinking Water Market............................................................................................................................13
2.1 Magnitude of the Global Drinking Water Challenge......................................................................................13
2.2 Significance of the Global Drinking Water Challenge.....................................................................................13
2.3 State of Sector................................................................................................................................................15
2.4 Investment Opportunity.................................................................................................................................16
2.5 Conclusion.......................................................................................................................................................18
3. The Fund.................................................................................................................................................................20
3.1 Fund Objective and Theory of Change...........................................................................................................20
3.2 Investment Strategy........................................................................................................................................21
4. Investment Platform Capabilities...........................................................................................................................25
4.1 Background of the Fund Manager..................................................................................................................25
4.2 Background of the Sponsor - Danone.............................................................................................................32
4.3 Value of Incofin IM and Danone Working Together.......................................................................................32
5. Governance and Investment Process.....................................................................................................................34
5.1 Structure of Fund............................................................................................................................................34
5.2 Fund Team......................................................................................................................................................37
5.3 Investment Process and Impact Methodology...............................................................................................39
5.4 Technical Assistance Value Creation..............................................................................................................41
6. Investment Policy....................................................................................................................................................44
6.1 Investment Objective......................................................................................................................................44
6.2 Eligible Criteria for Portfolio Companies........................................................................................................44
6.3 Type of Investments.......................................................................................................................................44
6.4 Diversification and Investment Restrictions...................................................................................................45
6.5 Currency..........................................................................................................................................................46
6.6 Size..................................................................................................................................................................46
6.7 Tenor...............................................................................................................................................................46
6.8 Return.............................................................................................................................................................46
6.9 Timing.............................................................................................................................................................46
7. Term Sheet..............................................................................................................................................................47
7.1 Summary of Principal Terms of the Fund.......................................................................................................47
7.2 The Partnership...............................................................................................................................................47
7.3 Investment Strategy........................................................................................................................................48
7.4 Commitments, Drawdowns and Transfers.....................................................................................................50
7.5 Distributions....................................................................................................................................................51
7.6 Fees, Expenses and Indemnification...............................................................................................................53
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7.7 Governance, Limited Partner Protection and Reporting................................................................................57

7.8 Tax, Regulatory And Legal Provisions.............................................................................................................62
7.9 Structure of Technical Assistance Facility.......................................................................................................63
8. Certain tax considerations......................................................................................................................................65
8.1 General comments.........................................................................................................................................65
8.2 French tax resident individual investors.........................................................................................................65
8.3 Corporate investors subject to French corporate income tax.......................................................................66
8.4 Non-French tax resident investors.................................................................................................................67
9. Certain Risk Factors................................................................................................................................................69
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1. Executive Summary
1.1 The Drinking Water Market, Investment Opportunity and Fund Overview
1.1.1 The Safe Water Access Issue
Access to safe drinking water continues to be a major challenge today. Globally, 2.2 billion people lack access to safe
drinking water1, and half of the world’s population is projected to live in water-stressed areas by 2050 2. The lack of
proper water management infrastructure and appropriate sanitation, storage and delivery methods create poor
health and living conditions and cause deaths from preventable diseases due to contaminated water. Additionally,
limited water supply continues the cycles of economic inequality as populations in rural areas often suffer
disproportionately due to high costs of investing in water sanitation infrastructures as well as significant time spent
on daily trips to collect safe water.
Further, access to drinking water is found to be more acute in South East Asia and Sub-Saharan Africa with high
population growth and growing income disparities.
1.1.2 The Funding Issue in The Water Sector

Historically, the main sources of funding in the sector have been through government grants and donations from
foundations and multilateral organisations. However, the water sector remains underfinanced due to lack of
investor understanding of the needs of the sector and limited familiarity with solutions other than costly
infrastructure investments. Further, these solutions have typically been perceived to be the government’s
responsibility rather than private funding opportunities.
Public utilities are not investing enough time or funds to maintain the depreciation of their existing assets or
respond to the rapidly increasing growth of urbanisation. In addition, the majority of utility-supplied water is not
sufficiently or adequately treated and stored to be used as safe drinking water.
The common funding from the government and foundations do not typically have the purpose of creating long-
term, financially sustainable solutions through investments in local business models. Further, they often do not and
cannot provide the continuous support and expertise needed to maintain and grow the individual companies.
1.1.3 The Rationale for Water Access Acceleration Fund

In recent years, a few business models have emerged with an aim to develop scalable and replicable solutions to
provide safe drinking water in a financially sustainable, affordable, and safe manner, such as safe water enterprise
(SWE), regional pipe network, and water purification technology, and ready for private sector investment. To
address the funding needs to scale such opportunities, Danone decided to become the sponsor investor of a new
fund focused on accelerating this market. Building on the decade long experience of Danone Communities,
Danone’s incubator fund that invests in water access and nutrition, Danone has selected Incofin IM to manage the
Water Access Acceleration Fund (W2AF) with the aim to :
 scale access to affordable and safe drinking water by investing in innovative, early-to-growth stage business
across the water access value chain; and
 catalyse the growth of the sector by demonstrating the financial viability of water businesses.
1.1.4 Overview of the Investment Strategy

The Water Access Acceleration Fund (the “Fund” or the “Partnership”) is an impact-first, 10-year closed-ended fund
that will focus on private equity and quasi-equity investments in the water sector. The Fund will target EUR 50
million in size with a hard cap at 70 M€, investing in 10-12 portfolio periods over 5 years. The investments of sizes
EUR 31-85 m will be targeted predominantly in Africa and developing Asia, focusing on countries with high
incidences of water access inequality and where Incofin IM already has local presence or long-term investment
1
World Health Organization, 2019
2
Dalberg, “The untapped potential of decentralized safe drinking water enterprises,” 2017
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experiences. Based on three guiding principles, a country prioritisation list was set up including four countries in
Africa: Kenya, Uganda, Rwanda and Nigeria; three countries in South and Southeast Asia: Cambodia, India and
Indonesia; one country in Latin America: Colombia; and one country in EECA: Tajikistan 3.
Sub-sectors of focus will be:
 SWE, which aim to serve the not only the Bottom of the Pyramid (BOP) in poor rural areas where it is
unlikely to have piped infrastructure developed in the medium term but also high density urban centres
where alternative sources do not balance well between potability and affordability
 Decentralized piping infrastructure, which offers steady income streams over the long term
 Water purification technology, which can be applied in both rural and urban settings, in both B2B and B2C
models
The Fund’s ambition is to directly contribute to United Nations Sustainable Development Goal (“SDG”) #6 “Clean
water and sanitation”, #8 “Decent work and economic growth”, and #13 “Climate action”, but also to four other
SDGs, namely #5 “Gender equality”, #7 “Affordable and clean energy”, #12 “Responsible consumption and
production” and #17 “Partnerships for the goals”. Additionally, W2AF’s theory of change will have an indirect
contribution to three other SDGs, namely #1 “No poverty”, #3 “Good health and well-being”, and #10 “Reduced
inequalities”.
1.1.5 The Fund Manager

Incofin Investment Management NV (“Incofin IM”) is a leading international impact fund manager focused on
investing in dynamically managed enterprises in emerging countries. Incofin IM was founded with the purpose to
drive impact for people in emerging countries in a financially sustainable way. Driven by a strong interest for
business solutions that promote inclusive progress, Incofin IM wants to improve the lives of the more vulnerable or
less privileged people. Incofin IM is an active investor and is “committed beyond investment”.
Incofin IM is a licensed alternative investment fund manager and has over 20 years of experience of working with
risk capital in the form of private debt and private equity investments with over EUR 1 .3 billion in assets under
management. Incofin IM’s diverse investor base includes development finance institutions, pension funds, insurance
companies, fund of funds, financial institutions, industry partners and high net worth and retail individuals. Incofin
IM is an independent investment organization and majority team owned.
Incofin IM has historically focused on financial inclusion (investing in institutions active in microfinance, micro, small
and medium enterprise (“MSME”) financing, housing finance, educational finance, etc.) and further expanded to the
agri-food value chain (through producer organisations and agricultural value chain small and medium sized
enterprises). In addition, Incofin IM also offers technical assistance (“TA”) services for strategic and operational
projects in many of its portfolio companies. The tailored TA support aims to improve capacities of its investees to
maximize financial and social & environmental returns for the benefit of the end client. Incofin IM has structured
seven TA facilities and mobilised over EUR 11 million in committed donor funds.
Incofin IM has a global team of approximately 8070 professionals, including approximately 40 emerging market
investment professions specialising in private equity, agricultural (agri) finance, debt finance and technical
assistance. The team is organized across its head office in Antwerp (Belgium) and local offices / affiliates in Bogotá
(Colombia) and Nairobi (Kenya), Chennai (India), Delhi (India), Phnom Penh (Cambodia).
1.1.6 The Sponsor

Dedicated to bringing health through food to as many people as possible, Danone is a leading global food and
beverage company building on health-focused and fast-growing categories in three businesses: essential dairy &
plant-based products, waters, and specialized nutrition. With more than 100,000 employees, and products sold in
over 120 markets, Danone generated EUR 24.7 billion in sales in 2018. 4
Danone aims to inspire healthier and more sustainable eating and drinking practices, in line with its ‘One Planet.
3
A country currently not short listed is not excluded from our investment universe.
4
2018 Annual Report: https://iar2018.danone.com/danone-in-2018/100-years-of-pioneering-healthy-innovation/
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One Health’ vision, which reflects a strong belief that the health of people and that of the planet are
interconnected. To bring this vision to life and create sustainable value for all its stakeholders, Danone has
historically implemented various sustainability initiatives, including the Ecosystems Fund and Danone Communities.
More recently, Danone has defined its 2030 Goals as a set of nine integrated goals aligned with the United Nations
SDGs.
Through these goals, Danone commits to operating in an efficient, responsible and inclusive manner and continues
to hold itself to the highest standards in doing business - as reflected by its ambition to become one of the first
multinational-certified B Corps. To date, a total of 20 Danone entities have earned the B Corp TM Certification.
1.2 Summary of Key Terms

The following summary of key terms is qualified in its entirety by reference to the limited partnership agreement
(statuts) (the “Agreement”) of [Water Access Acceleration Fund] S.L.P. (the “Fund” or the “Partnership”). Prior to
making any investment in the Partnership, the Agreement should be reviewed carefully. Unless otherwise defined
herein, capitalised terms used shall have the meanings set forth in the Agreement. In the event of a discrepancy
between the terms of this summary and the Agreement, the terms of the Agreement shall prevail.
Structure [Water Access Acceleration Fund] S.L.P., a French professional specialised

fund (fonds professionnel spécialisé) formed as a limited partnership (société
de libre partenariat) governed by articles L. 214-162-1 et seq. of the French
Monetary and Financial Code.
Management Company Incofin Investment Management NV, a public limited company (société
anonyme) licensed by the Belgian Financial Services and Markets Authority
(Autorité des Services et Marchés Financiers).
General Partner [W2AF GP SAS], a French simplified joint-stock company (société par actions
simplifiée) is the Partnership’s General Partner. It will be incorporated and
controlled by the Management Company.
Target Size of the Fund The Partnership is seeking Commitments from Limited Partners aggregating
fifty million (50,000,000) euros.
The Management Company’s The Management Company will commit to invest (directly or indirectly) in the
Commitment Partnership Commitments, which are equal to at least one per cent (1%) of
the Total Commitments.
Sponsor’s Commitment Danone S.A. will commit in total ten million (10,000,000) euros to the
Partnership. As part of that commitment, Danone will match Limited
Partners’ commitments in B Shares up to a maximum of five million
(5,000,000) euros, the balance it will invest in A Shares.
Shares of the Partnership The rights of Limited Partners will be represented by A Shares, B Shares and C
Shares issued by the Partnership.
Limited Partners’ Minimum Two hundred fifty thousandOne million (1,00250,000) euros. The
Commitments Management Company reserves the right to accept Commitments of a lower
amount.
Investment Period Five (5) years from the First Closing Date.
Term of the Partnership The Partnership will have a term of ten (10) years from the Final
IncorporationFirst Closing Date. The term of the Partnership may be
extended, by the Management Company, by two (2) one (1)-year period
extensions subject to a Limited Partners’ Special Consent.
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Distributions Distributions by the Partnership will be made in the following order of priority
(after payment of the expenses and liabilities of the Partnership):
(i) phase 1: to the A Limited Partners and the C Limited Partners until
they have been paid an amount equal to their Outstanding
Commitments;
(ii) phase 2: to the B Limited Partners until they have been paid an
amount equal to their Outstanding Commitment;
(iii) phase 3: to the A Limited Partners and the B Limited Partners until
they have been paid an amount equal to fifty per cent (50%) of the
Preferred Return;
(iv) phase 42: payment of the Impact Performance Incentive into the
Impact Performance Incentive Reserve, one million two hundred
sixty-four fifty thousand seven hundred five point eighty-eight
(1,25064,000705.88) Euros;
(v) phase 5: to the A Limited Partners and the B Limited Partners until
they have been paid an amount equal to the residual fifty per cent
(50%) of the Preferred Return;
(vi) phase 3: to the B Limited Partners until they have been paid an
(vii) phase 4: to the A Limited Partners and the B Limited Partners until
they have been paid an amount equal to the Preferred Return;
(viii) phase 65: to the C Limited Partners until they have received
distributions equal to twenty per cent (20%) of (a) (y) the Preferred
Return paid to the A Limited Partners and the B Limited Partners,
and (z) the distributions made to the C Limited Partners pursuant to
this paragraph (vi) (if any), less (b) the Impact Performance Fee
Incentive;
(ix) phase 76: (y) eighty per cent (80%) to the A Limited Partners and B
Limited Partners; and (z) twenty per cent (20%) to the C Limited
Partners.
Amounts distributed in accordance with paragraphs (i) to (vii) are allocated to
A Limited Partners, B Limited Partners and C Limited Partners pro rata to the
respective Commitments of the Limited Partners of the same category of
shares.
The GP Share shall be treated as an A Share for the purpose of any
distribution.
Preferred Return A Limited Partners will be entitled to a Preferred Return equal to the amount
the amount computed by applying a Net IRR of six per cent (6%) (calculated
on a three hundred and sixty five (365)-days basis and compounded annually)
to A Shares and B Shares with respect to the drawdowns and distributions
made in connection with A Shares and B shares, for the period starting on the
payment date of each drawdown (or, for the first drawdown, the date of the
First Closing Date) and until the date of each repayment made to A Shares and
B Shares.
Management Fee - During the Investment Period, an annual Management Fee equal to (y)
two per cent (2%) (excluding VAT) per annum of the total commitments
of A1 Limited Partners and B Limited Partners for the portion of the total
commitments of A1 Limited Partners and B Limited Partners less than or
equal to fifty million (50,000,000) euros, and (z) one point five per cent
(1.5%) (excluding VAT) per annum of the total commitments of A1
Limited Partners and B Limited Partners for the portion of the total
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commitments of A1 Limited Partners and B Limited Partners greater than

- After the Investment Period, an annual Management Fee equal to two
per cent (2%) (excluding VAT) per annum of the Invested Amount, less the
Acquisition Cost of the Investments that have been repaid, transferred or
entirely written-off, it being specified that any Investment which has
been at least seventy-five per cent (75%) written off shall be deemed as
having been entirely written off.
Transaction Fees and One hundred per cent (100%) offset, as specified in section 7.6
Investment Related Fees
Investor protections - Key Persons

- Divorce Removal with for Fault
- No-Fault DivorceRemoval
- Change of Control
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2. The Safe Drinking Water Market

2.1 Magnitude of the Global Drinking Water Challenge
Safe Drinking Water Access: a growing problem touching more than 50% of the world population and therefore
presenting a huge market opportunity for impact investor.
Today, an estimated 2.2 billion people 5 lack access to safe drinking water, and half of the world’s population is
projected to live in water-stressed areas by 2050. 6 In 2017, 785 million people still lacked access to even a basic
water source, and among them more than 144 million people continue to draw water from untreated river, lake,
and spring sources.
Geographically, drinking water access inequality is more acute in South East Asia and Sub Saharan Africa. 7
Each country has its own market specific qualities in terms of geology, regulations, infrastructure, and population
density.
In Asia, the demand for water is projected to increase

by 55% by 2050. By then, an estimated 3.4 billion
people in this rapidly growing region are expected to
be living in a water-stressed area. 8 Cambodia,
4F4F4F
Myanmar, Indonesia, and India are among the least

water secure countries.
Meanwhile, Sub-Saharan Africa while water supply has

been improving, only 24% of people in the region on
average have access to safe drinking water and access
is still highly unequal.
2.2 Significance of the Global Drinking Water Challenge

Lack of access to safe and affordable water can have significant social impact human implications along a number
of dimensions.
First, the negative impact on health is clear. Water and sanitation-related diseases remain among the major causes
of death in children under five. Approximately 1,500 children die each day from preventable diarrheal diseases
caused by contaminated water and inadequate hygiene. 9 Worldwide, poor sanitation, water and hygiene lead to
675,000 premature deaths annually 10. Inadequate or unsafe access to water affects health costs in three ways: 1)
directly as a burden on the healthcare system, 2) economically in terms of the opportunity cost of the time spent
tending the sick, and 3) in terms of the human life value where sickness leads to death and/or affects disability-
adjusted life year. The burden of these health costs is estimated at USD 71 billion 11, 55% of which are related to
drinking contaminated water. Promoting access to safe drinking water contributes to UN SDG #3 on Health and
Well-Being.
Second, the burden of water collections falls disproportionately on women, with 80% of households without water
5
World Health Organization, 2019
6
Dalberg, “The untapped potential of decentralized safe drinking water enterprises,” 2017
7
UNICEF, 2017 drinking water data
8
Asian Development Bank (2016), Strengthening water security in Asia and the Pacific, Asian Water Development Outlook 2016
9
UN, “Clean water and sanitation: why it matters,” 2017
10
The World Bank, “Water Overview”, 2016
11
Water Leaders, “A new model for water access.” 2017
13
on premises relying on women and girls for collection. 12 This amounts to an estimated 40 billion hours a year that
women and girls spend collecting water in developing countries. Promoting access to safe drinking water
contributes to UN SDG #5 on Gender Equality.
Third, economically, a recent OECD analysis estimates the global economic losses related to inadequate water
supply and sanitation to be USD 260 billion per year. 13 Further, water-related losses in agriculture, health, income
and property could result in a decline by as much as 6% of total global GDP by 2050 and lead to sustained negative
growth14. Benefit-cost ratios for investments in water and sanitation services have been reported as high as 7 to 1
in developing countries15. Time savings by making water collection more convenient can have significant economic
implications. Households, particularly those in sub-Saharan Africa, can spend 30 minutes to 1 hour on each trip to
collect water. The economic value of the time wasted due to inadequate access is an estimated USD 132 billion. 16
Promoting access to safe drinking water contributes to UN SDG #8 on Decent Work and Economic Growth.
Fourth, even when access to drinking water solutions are being put in place, they can be costly, making the litre of
water expensive for the end clients, thereby excluding low income and poor populations. WHO states that no
household should spend more than 3% of their monthly household income on water 17. Access to safe drinking
water is a fundamental need and a universal human right 18. Promoting access to safe drinking water contributes to
UN SDG #10 on Reduced Inequalities and depending on the target clientele group of the water businesses on UN
SDG #1 on End Poverty.
Fifth, the World Health Organization points out that when safe drinking water is difficult to access, the common
practice is to boil it, which typically requires fuel from unsustainable and costly sources, like wood or kerosene. Such
practice leads to CO2 emissions. Promoting access to safe drinking water contributes to CO2 remission reduction
and therefore contributes to UN SDG #13 on Climate Action.
By promoting safe drinking water, W2AF’s theory of change19 is linked to UN SDG #6 “Clean water and sanitation”,
#8 “Decent work and economic growth” and #13 “Climate action”, in addition to four other SDGs: #1 “No poverty”,
#3 “Good health and well-being”, #5 “Gender equality”, and #10 “Reduced inequalities”.
12
UN SDGs, “Goal 6: Ensure access to water and sanitation for all.” Facts and Figures
https://www.un.org/sustainabledevelopment/water-and-sanitation/
13
OECD, “Financing water: investing in sustainable growth.” 2018
14
World Bank, “The Costs of Meeting the 2030 Sustainable Development Goal Targets on Drinking Water, Sanitation, and
Hygiene.” Summary Report, 2016
15
OECD, “Benefits of Investing in Water and Sanitation: An OECD Perspective”, 2011
16
Water Leaders, “A new model for water access.” 2017
17
State of the Safe Water Enterprise Market, Dalberg, July 2017
18
Cf. Resolution 64/292 (The human right to water and sanitation) adopted by the United Nations General Assembly on 28 July
2010 (https://www.un.org/en/ga/search/view_doc.asp?symbol=A/RES/64/292)
19
Further analysis on W2AF’s Theory of Change and the link with the SDGs can be found in Section 3.1.
14
2.3 State of Sector
Above is a proprietary map of sector, covering 26 segments identified and compiled based on several high-quality
studies 20 21 22, which shows the value chain for safe drinking water. The primary activities, indicated in blue, include
6F6F6F 7F7F7F 8F8F8F
the extraction, treatment technologies, distribution, consumption and wastewater treatment. According to the
Dalberg study, not all drinking water passes through the 5 stages: more than half of the drinking water consumed
worldwide is untreated. The supporting activities, indicated in green, support the functions of the primary activities
through different products and resources, which can enhance the cost efficiency of the primary activities.
Safe Drinking Water Access: mediocre public offering and promising young private offering
Lack of funding: The World Bank estimates that the total capital cost to meet the SDG targets 6.1. and 6.2 alone is
USD 114 billion per year, which represents three times the current investment levels. 23 Despite the need, the sector
remains chronically underfinanced mostly due to two factors:
 Lack of investor understanding and experience in the water sector, due to its multi-faceted nature (at the
crossing point of health, environment, infrastructure, energy access etc);
 Limited familiarity with solutions other than traditional and costly infrastructure investments, which are
perceived by developed countries funders as a “government responsibility”.
Public utilities solutions lack long-term views and good governance: Despite the growing demand and the clear
social and economic benefit of safe water provision, public utilities are not investing fast enough to keep pace with
the depreciation of their existing assets or the rapidly increasing rate of urbanization. A 2015 Water Leaders report,
drawing on key World Bank data, suggests that even if utilities are present, the majority of utility-supplied water is
20
PricewaterhouseCoopers (2012), Water: challenges, drivers and solutions.
21
Dalberg Global Development Advisors (2017), The State of the Safe Water Enterprises Market.
22
International Finance Corporation (2009), Safe Water for All.
23
World Bank, “The Costs of Meeting the 2030 Sustainable Development Goal Targets on Drinking Water, Sanitation, and
Hygiene.” Summary Report, 2016
15
not in fact potable. In addition, even “improved sources”, such as protected wells and bore-holes, may be infiltrated
by faecal coliform bacteria as a result of poor faecal sludge management. These findings indicate that potability is a
much larger issue than might be implied by the SDG standards and UNICEF data.
With increasing population pressures and mediocre public utilities, conventional modes of water production are not
able to keep up with demand. As a result, more than a third of countries are not on track to achieve universal
household access to ‘improved’ drinking water sources by 2030. 24
2.4 Investment Opportunity

With a huge global demand, the drinkable water sector is a sector with limited competition for any impact
investors willing to be first movers. In the Global Impact Investing Network 2020 annual survey of impact
investors, only 6% of the USD 221 billion assets under management reported by the respondents were allocated to
the Water, Sanitation and Hygiene (WASH) sector. 25 The main bottlenecks explaining this limited allocation of
funding are numerous:
1) The water sector remains underfinanced due to lack of investors’ understanding of the needs of the sector
along with limited familiarity with solutions other than costly infrastructure investments:
Historically, the main sources of funding in the sector come from governments and donors, including foundations
and multilateral organizations. Primarily provided in the form of grants and concessionary debt, such type of
financing allows many companies to start their activity but does not necessarily bring the long-term view and hands-
on governance support needed to build a solid business model. Furthermore, it limits the capacity to expand and is
not encouraging the entrepreneurs to increase operational performance that a for-profit businesses needs to be
financially sustainable and for future growth.
While certain Development Finance Institutions (“DFIs”) invest in the water sector, the investment strategy is
usually led with an “infrastructure” or project financing mindset, where ticket sizes are typically too big for smaller
water businesses.
2) The solutions have typically been perceived to be governments’ responsibility rather than private funding
opportunities:
Public utilities are not investing enough time or funds to maintain the depreciation of their existing assets or to
respond to the rapidly increasing growth of urbanisation. In addition, the majority of utility-supplied water is not
sufficiently or adequately treated and stored to be used as safe drinking water.
The rising cost of public utilities and structural failure of purely publicly funded projects are revealing new market
opportunities. Spending on public utilities is in danger of being eclipsed by
household spending to cope with the failure of public water services. In
developing economies, the total market for non-utility water provision
(e.g. packaged water, point of use water treatment systems, water
delivered by tankers and home water storage systems) was in the region
of USD 120 billion in 2015. This compares to total capital and operating
spending by utilities of USD 124 billion. Further, spending on alternative
water provision is growing at nearly twice the rate of total spending by
water utilities. If these trends continue, the market for non-utility water
supply will outstrip the utility market by 2030.26
Emergence of a financially sustainable business models: Following fifteen
24
JMP, “Safely managed drinking water.” 2017. Note: ‘Improved’ sources are those that are potentially capable of delivering safe
water, such as piped water, boreholes, wells, protected springs and rainwater – but they do not represent guaranteed potable
water sources
25
Global Impact Investing Network (2020), GIIN Annual Impact Investor Survey
26
Data: Water Leaders, “A new model for water access,” 2017
16
years of testing and trying in the field, some business models now emerge as potential scalable and replicable
examples on how to provide safe drinking water in a sustainable, affordable, safe manner.
1) The first example is the Safe Water Enterprise (SWE), delivering safely treated drinking water by for instance,
selling them in 20L containers that are collected at the storefront or home delivered, or dispensing at “water
ATMs” to clients’ own containers. In 2017, Dalberg published a study that SWEs served over 3 million people
globally. The number of people reached will only continue to grow with each additional investment.
It is important to distinguish between packaged water sold as a “lifestyle” convenience (usually sold in 300 ml to
1L bottles and at higher prices), and packaged water purchased because it is the best source for access to safe
drinking water, when the alternative is usually untreated surface water. Safe Water Enterprises represent the
latter. Studies estimate that 750 million people globally buy packaged water each week for “access” reasons
rather than lifestyle or convenience reasons. The annual total spending this generates is estimated at USD 203
billion.27
2) The second example is regional level pipe network, which directly connects a pipe from a central treatment unit
to a household. Piped infrastructure ultimately equalizes on-demand access to safe water between developed
countries and the developing world and brings holistic sanitation benefits beyond drinking water. While price is
usually regulated, in licensed areas pipe operators often face virtually no competition.
When led by competent, innovative and driven entrepreneurs, both models have proven to have a number of
benefits, including:
 SWEs bring modularity and flexibility, as they are highly nimble and modular, and can be scaled up or down
to meet changing community needs across urban, peri-urban, and rural segments.
 Water pipe projects, due to the leaner private sector approach, can be more cost-efficient compared to
conventional infrastructure solutions by limiting non-revenue water waste, reducing up-front capital
expenditure (“CAPEX”) requirements, and optimizing operating expenditure (“OPEX”) through built-in mobile
and remote technology.
It is worth mentioning that SWEs and piped water projects are complementary rather than mutually exclusive:
unlike piped infrastructure, SWEs are not the ultimate solution that holistically solves the water access issue. It is
a necessary medium-term stopgap solution in many parts of the world. The success of SWEs lies in sound kiosk-
level economics and the efficiency of the network management. Furthermore, decentralized models operate
where more costly and conventional piped networks cannot penetrate, e.g. deep into rural areas or peri-urban
slum areas, to serve vulnerable and marginalized segments of the population. They can often serve as
complementary solutions to treat and disburse piped water that may have degraded to non-potable standards
or that is not yet able to develop a deep enough network to reach more marginalized segments of populations at
the last mile who cannot afford the connection fee or do not have a fixed residence.
3) The third type of business model is water technology that enables better, more efficient access to safe drinking
water. These can range from purification technologies (reverse osmosis, ultra-filtration) or monitoring
technologies (centralized monitoring metered system) that are plugged into existing providers and services
(utilities, water kiosks) or point-of-use technology that consumers can install in their households (e.g. home-
filtration devices). The estimated total market for point-of-use technology in 2015 was USD 52 billion. 28 Unlike
SWEs and piped infrastructure, purification technologies do not deliver tangible water to end customers, thus
often require awareness campaigns to raise uptake. This model however tends to be less CAPEX demanding and
has shorter payback periods.
2.5 Conclusion
After studying the WASH sector and investment landscape, it can be concluded that there is significant opportunity
27
28
17
for non-traditional solutions to provide access to drinking water that is safe and affordable. The Water Access
Acceleration Fund is complementary and distinctive for the reasons that it has a compelling product offering and is
addressing white space in a competitive landscape.
Despite the fragmentation in the water value chain and relatively localized nature of these solutions offer, there is
today an opportunity for financial investors to unlock and create value. W2AF has remarkable characteristics in
relation to funding and ticket size, technical assistance, and support in debt fundraising, sector & regional focus and
local presence of the investment teams.
These are the most highlightable characteristics of W2AF analysed from the existing market perspective. The first
one is that W2AF focuses on a different market segment and provide a very different type of funding:
i. W2AF aims to accelerate the growth of the “winners” of the sector and not only young companies and
place small tickets. Most of these companies have been financed through small tickets and seed capital
investments from Venture Capitals, Foundations and Family Offices, due to its focus on incubation of water
businesses; whereas the aim of W2AF is to make 10-12 investments of EUR 3-85m each, taking significant
minority stakes.
ii. W2AF targets to invest through direct funding and not through Micro Finance Institutions (MFIs), since
according to the market studies made, direct debt funding is not suited for the water businesses
considering their business maturity.
iii. There are many donor led projects which aim to structure the water ecosystem, back large infrastructure
project and involve national governments. These projects are complementary to W2AF, but W2AF doesn’t
focus on projects, but only on registered for-profit businesses.
Our second key competitive characteristic, is our special combination of equity capital and technical assistance,
called the capital plus approach of Incofin IM. We think it is differentiating in the water sector as we will not impose
a technical assistance agenda, but co-create it with each investee to adapt to their needs.
Our third key competitive characteristic is our track record in debt fundraising: W2AF equity investment will
contribute to the enhancement of the credit risk profile of the investees which will be crucial from a local debt
fundraising perspective. Thanks to our local presence, we can help our investees liaise with our network of local
banks to raise debt funding locally.
The fourth competitive characteristic is the focus of the fund: this Fund has a clear focus on drinking water only, and
not on a broader sector like WASH and green technology which makes it harder from a risk management and
portfolio management perspective. This focus also facilitates the sharing of good practices between its investees.
The last competitive characteristic is Incofin IM’s global network with local offices across all investment regions. This
is unique in the sector and has already proven its importance during the COVID-19 crisis in relation to pipeline
building, due diligence, monitoring & reporting among others. Considering the current situation and travel
limitations, the local presence of our Private Equity Investment Teams will be of outmost importance during the first
year of the launch of the Fund to efficiently deploy funds and to be able to monitor portfolio companies and to
ensure value creation post investment.
While a few years ago, the market mostly comprised nascent players, today a more structured ecosystem of post-
venture stage business model is emerging. These are typically locally promoted enterprises which are in need of
funding to scale. These businesses are too big for microfinance funding, and too small or risky for mainstream
investors or local banks. These enterprises are able to absorb equity investment and are at a crucial phase where
imperative for growth make them run the risk to drift from their social mission. This is where an impact first equity
fund such as the W2AF is positioning itself as it will allow these institutions to get the funding they need, while
respecting and helping them nurture their social focus.
There is also an increasing recognition by governments 29 around the world that water access is a costly project
which requires involvement of the private sector to be solved sustainably.
The underlying drivers for investment for an impact driven accelerator fund such as W2AF include:
29
Public-Private Partnerships for Urban Water Utilities: A Review of Experiences in Developing Countries , World Bank
18
 Strong and clear impact potential of advancing access to water as a fundamental human right and averting
carbon emissions from boiling water, but also improving health, reducing inequalities, promoting gender
equality.
 Scaling opportunity among small to medium sized water businesses in the sector which have the potential to
grow significantly in a typical investment period of 5-7 years. Much value can be unlocked with an institutional
impact investor coming in, not only from professionalization and technical assistance, but also from catalysing
future funding.
 Solid deal flow from two segments i) young innovative companies that have been founded in recent years and
are now ready to scale if funding is found; and ii) grant-funded programs that have over the years grown to be
financially viable and investment-ready.
 Margin improvement opportunity on the back of efficiency creation and value addition. For example, an
efficient management information system (“MIS”) system, demand forecasting mechanism, expertise to reduce
non-revenue water can all improve the margins.
 High degree of resilience of this sector. Water to the extent that is used for drinking is a survival necessity and
water demand grows with population growth.
 Growth of the sector will create consolidation opportunities, such as mergers, acquisition and joint ventures.
19
3. The Fund
3.1 Fund Objective and Theory of Change
We have developed a preliminary W2AF-specific Impact Management Framework based on the assumption that
W2AF’s social intent can be summarised through two key strategic social goals: i) scale access to affordable safe
drinking water in underserved populations with a focus on people living under USD 8/day 30 by investing in
innovative water businesses; ii) catalyse growth of water sector by demonstrating financial viability of water
businesses and support the businesses in their (debt) fundraising process.
The W2AF’s theory of change shall have an impact on several UN SDGs as mentioned in section 2.2. Additionally, the
Fund shall also have a direct impact on SDG #17 “Partnerships for the goals” as it will support its investees in their
fundraising process.
Furthermore, in order to be a meaningful impact investor aiming to promote sustainable drinking water supply,
climate risks and methods of resilience and climate action need to be thought through at the heart of our
investment strategy rather than as an afterthought. Therefore, the W2AF aims to develop a climate strategy i) to
understand the vulnerability of the future investees towards climate change, ii) to help them build strong climate
resilience strategies to remain sustainable and iii) to support them to improve their carbon footprint. These will be
the three key pillars of W2AF’s Climate Strategy, which will have a direct impact on SDG #13 “Climate action”, #7
“Affordable and clean energy”, and #12 “Responsible consumption and production”.
With such impact mandate we assess that the W2AF’s theory of change is directly linked primarily to UN SDG #6
“Clean water and sanitation”, #8 “Decent work and economic growth”, and #13 “Climate action”, but also to four
other SDGs, namely #5 “Gender equality”, #7 “Affordable and clean energy”, #12 “Responsible consumption and
production” and #17 “Partnerships for the goals”. Additionally, W2AF’s theory of change will have an indirect
contribution to three other SDGs, namely #1 “No poverty”, #3 “Good health and well-being” and #10 “Reduced
inequalities”.
Incofin IM has developed an impact methodology throughout the investment cycle, as described on p. 53, that
supports achieving the strategic goals. It includes environmental and social diligence before investment to evaluate
the processes of a potential investee. Additionally, Incofin IM will put in place a measurement system, for
measurement of outputs, e.g. litres of drinkable water produced, for all of the Fund’s investee companies, as well as
outcomes measurement at end-client level, for a selection of the Fund’s investee companies.
30
Low-income segment of the population defined as base of the economic pyramid (BOP) includes people earning up to USD 8 a
day in purchasing power parity terms, as defined by the G20 in the G20 Inclusive Business Framework and the IFC.
20
3.2 Investment Strategy

3.2.1 Geographic focus on high water inequality geographies
Tentative transactions by region
To maximise impact and capacity to scale, we will focus our investment on countries
with high incidences of water access inequality and where Incofin IM already has 1 Africa
local presence or long-term investment experiences. 3 5 Southeast Asia
In principle, the Fund shall make 10 to 12 investments, including 4 to 5 investments South and Central Asia
in Africa, 4 to 5 in South and Southeast Asia, as well as opportunistically 2-3
3 Latam
investments in total in LATAM and EECA. The following three guiding principles were
used to develop a global short list of countries for potential investment via the
Water Access Acceleration Fund31:
31
A country currently not short listed is not excluded from our investment universe.
21
Principle #1 “The Impact Opportunity”: a sizeable population that currently does not have access to improved
water:
Selected countries have a large population without access to improved water sources, i.e. the total “theoretical”
target market is sizeable enough. This can be either linked to the fact that the percentage of people without access
to unimproved water is at or higher than 15% and/or that the total population without access in absolute amount is
at least 1 million people.
For instance, in Bangladesh less than 1.5% of the people have access to only unimproved water but in absolute
amount this is accounting for more 2.37 million people since the total population of Bangladesh is almost 165
million people.
Additionally, for countries such as Mexico, where more granular information is available from JMP 32, the access to
safely managed water %33 was incorporated as a data point in the analysis. This data point is however only available
for approximately 50% of the countries in our target regions.
Principle #2 “The Risk Assessment”: the countries’ risk rating is within the risk appetite validated by Incofin IM
Risk policies and Incofin IM has significant investment experience in these countries:
All selected countries fit within Incofin IM overall risk framework. Where country risk is high, it is compensated by
the fact that Incofin IM has outstanding portfolio exposure including equity investments (such as Myanmar,
Pakistan, Uganda, Burkina Faso), and positive investment experience (such as Nigeria, Ivory Coast, Congo).
Principles #3 “The Market Opportunity”: market investigation and origination work show that a decently
structured and private investment friendly water ecosystem is present:
This is proven by the presence of enabling public policies according to desk review (Public-Private Partnerships for
Urban Water Utilities, World Bank and Asia Development Bank reports), and/or WASH specialized funders, as well
as characterized by the presence of “post-pilot phase” privately owned water businesses (according to origination
work input from our local investment teams).
Based on these principles, 9 countries have been identified as highest priority for the Fund 34. This selection includes:
o 4 countries in Africa: Kenya, Uganda, Rwanda and Nigeria;
o 3 countries in South and Southeast Asia: Cambodia, India and Indonesia;
o one country in Latin America: Colombia;
o and one country in EECA: Tajikistan.
A country currently not short listed is not excluded from our investment universe. If our future origination work
proves that there is a promising ecosystem of water entrepreneurs and an overall enabling investment
environment, this country will be added in the future.
Considering the current situation and potential travel limitations in 2021, it is important to channel our equity
team’s efforts on exploring the market where they are based or close to and likely able to travel within the next 12
months.
32
Source: The WHO/UNICEF Joint Monitoring Programme (JMP): https://washdata.org/data/downloads#WLD. All JMP drinking
water data was published in 2019 for the period of 2000 – 2017, and will be updated for school and health facilities in 2020, and
households in 2021.
33
Safe managed water access is defined by 3 factors by JMP: source should be located on premises (within the dwelling, yard or
plot), water should be available when needed, and water supplied should be free from faecal and priority chemical
contamination (meaning an improved water source). Improved drinking water is collected from sources that have the potential
to deliver safe water by nature of their design and construction, including piped water, boreholes or tubewells, protected dug
wells and springs, rainwater, and packaged or delivered water. (source: JMP https://washdata.org/monitoring/drinking-water)
34
The full document outlining all the principles and the outline of the priorities can be found in the data room.
22
3.2.2 Sub-sector Focus: ‘Post-Venture Stage Business Models’

Within the broader water value chain described above, we have
analysed three key business types that have potential to deliver high
impact results and decent financial returns and would allow an
adequate risk-return balance. We have also provided examples for each
sector below:
o Safe Water Enterprises have great potential to serve the
Bottom of the Pyramid (BOP) in poor rural areas where it is
unlikely to have piped infrastructure developed in the medium
term, according to recent International Finance Corporation
(“IFC”) and Dalberg studies. The relevance of SWEs becomes
more prominent given W2AF’s focus on the populations living
under USD 8 a day 35. As such, we tentatively plan to allocate
45% of the capital to SWEs.
o Scaling piped infrastructure will also be contemplated, especially in markets where disparate small-scale
private water station operators already exist. It has favourable characteristics such as steady income
streams over the long term, though it is often more demanding on the size of initial investment as well as
governance. Compared to other types of water businesses, the universe of investment-ready piped
infrastructure opportunities is currently more limited for private sector investors, but with the accelerating
effects of concessionary funding, the segment is growing, thus we plan to invest 25% of W2AF in this
category.
o Treatment technologies, either durable (e.g. domestic water purifiers) or consumable (e.g. purification
tablets), for example companies that produce ceramic water purifiers for home use or water purification
tablets, tend to have shorter payback periods, but rely on consumers having existing access to water
sources and awareness of the health benefits of such purification technologies. These solutions can be
applied in both urban and rural settings. We tentatively target that 20% of W2AF to be dedicated to this
type of companies.
o Other sectors: We expect that the Fund may make 1 to 2 investments, or roughly 10% of the fund’s capital,
in other types of companies in the water access value chain.
Detailed eligibility criterion is available in section 6.2.
After the Investment Period, no more than twenty per cent (20%) of the Total Commitments will be invested in
other types of water businesses, and no more than fifty per cent (50%) of the Total Commitments in any of the
other three bus sectors.
3.2.3 A diversified portfolio of 10-12 investments

For a fund size of EUR 50 million, the average target size per transaction will be in the range of EUR 31-85 million,
which would translate to up to 12 investments.
o SWEs are less asset heavy than piped infrastructures: a typical kiosk capex ranges around EUR 50k-100K,
we therefore project ticket sizes between EUR 31-5m.
o Water treatment solution businesses’ funding needs vary depending on the technology (chlorine tabs
versus ceramic filter). The ticket size will therefore vary between EUR 31-85m.
o Piped infrastructures are typically asset heavy: the acquisition of the license and revamping of one water
station can range between EUR 500k-1m and we estimate funding needs to scale a well-run local pipe
network to be between EUR 32-86m.
35
Low-income segment of the population defined as base of the economic pyramid (BOP) includes people earning up to USD 8 a
day in purchasing power parity terms, as defined by the G20 in the G20 Inclusive Business Framework and the IFC.
23
Type of portfolio company Ticket size range in EUR m

SWEs 31 to 5
Water technology 31 to 85
Piped infrastructure 32 to 86
Others 32 to 56
3.2.4 Exit methodology
While the level of maturity of the sector today makes exits a challenging task, we expect a diverse set of exit options
will become available at the end of the holding period, depending on the type of business and instrument.
 For SWEs, options include consolidation, acquisition by retailers, food and beverage companies, or sale to
other impact investors or other financial investors.
 Water technology companies can be exited to upstream water businesses or other impact investors,
especially those with a focus on water, technology, health, climate, etc.
 Piped infrastructures can be integrated into national water operators or exited to DFIs or infrastructure
impact investors.
In the case of preferential instruments, self-liquidating structures can be explored, where the cash flows from the
business are used to pay down the principal amount and the target return, to the extent the business will be able to
generate the required cash flows or refinance itself through other sources.
In other cases, put options to the promoters or management, secondary buyouts, and leverage recapitalizations are
possible. IPO is an unlikely exit option, even though some markets, such as India, have an active small and medium-
sized enterprise (“SME”) stock market.
Summary of each business model value and corresponding exit strategy:
Value creation
Type of water business Exit options
Impact Financial
Safe Water Enterprises Rural outreach, BoP High growth, extensive Consolidation by
outreach, franchisees’ network, economies of franchising or national
income improvement, scale retail players (F&B),
health improvement impact investors
Water Technology Companies Rural outreach, BoP B2B: enabling solutions Sale to upstream water
outreach, job creation, for both SWEs and businesses. Other
health improvement piped infrastructures. interested parties
B2C: potential for mass include impact investors
market in highly water in water, technology,
excluded environment healthy, climate, clean
energy, etc.
Piped Infrastructure Rural outreach, BoP Sustainable income, National water network
outreach, health economies of scale operators
improvement (public/private), DFIs in
infrastructure, impact
investors in water or
infrastructure
24
25
4. Investment Platform Capabilities

4.1 Background of the Fund Manager
Incofin Investment Management NV (Incofin IM) is a leading international impact fund manager focused on
investing in dynamically managed enterprises in emerging countries. Incofin IM was founded with the purpose to
drive impact for people in emerging countries in a financially sustainable way. Driven by a strong interest for
business solutions that promote inclusive progress, Incofin IM wants to improve the lives of the more vulnerable or
less privileged people. Incofin IM is an active investor and is “committed beyond investment”.
Incofin IM is a licensed Alternative Investment Fund Manager and has over 20 years of experience of working with
risk capital in the form of private debt and private equity investments with over EUR 1 .3 billion in assets under
management. Incofin IM’s diverse investor base includes development finance institutions, pension funds, insurance
companies, fund of funds, financial institutions, industry partners and high net worth and retail individuals. Incofin
IM is an independent investment organization and majority team owned.
The Incofin IM team supports portfolio companies before, during and after the investment period. This includes
valuation creation initiatives that support portfolio companies’ profitable growth, such as business development
support, operational excellence support and balance sheet strengthening, in addition to initiatives that enable
growth and drive expansion such as management capacity building, performance monitoring and governance
strengthening.
Incofin IM has historically focused on financial inclusion (investing in institutions active in microfinance, MSME
financing, housing finance, educational finance, etc.) and further expanded to the agri-food value chain (through
producer organisations and agricultural value chain small and medium sized enterprises). In addition, Incofin IM also
offers Technical Assistance (TA) services for strategic and operational projects in many of its portfolio companies.
The tailored TA support aims to improve capacities of its investees to maximize financial and social & environmental
returns for the benefit of the end client. Incofin IM has structured seven TA facilities and mobilised over EUR 11
million in committed donor funds.
Incofin IM has a global team of approximately 8070 professionals, including approximately 40 emerging market
investment professions specialising in private equity, agricultural (agri) finance, debt finance and Technical
Assistance. The team is organized across its head office in Antwerp (Belgium) and local offices / affiliates in Bogot á
(Colombia) and Nairobi (Kenya), Chennai (India), Delhi (India), Phnom Penh (Cambodia).
Founding of Incofin IM
Incofin cvso36 was established in 1992 to invest in small and medium-sized enterprises (SMEs) in Africa and Latin
America. In 2001, Incofin IM’s founders (Loïc De Cannière, Geert Peetermans and Rita Van den Abbeel) joined
Incofin cvso, restructured its activities and re-oriented the strategy to focus on microfinance.
In 2009, Incofin IM was established as a spin-off from Incofin cvso to enable the management of funds beyond
Incofin cvso.
In 2014, Incofin IM was authorised to act as an Alternative Investment Fund Manager (AIFM) in accordance with the
EU-AIFM Directive and adapted its governance structure as a licensed fund management company to properly
manage the underlying funds. As a result, Incofin IM became one of the first authorised AIFMs in Belgium.
In 2019, Incofin IM’s affiliate Incofin India Investment Management Private Limited was registered as Investment
Adviser with the Securities and Exchange Board of India.
In 2021, Incofin IM transformed from a partnership limited by shares into a two-tiered PLC structure consisting of a
Supervisory Board and Management Board.
Capital Structure
Incofin IM is majority owned by the personnel of the company, with the personnel holdings structured as “Incoteam
CVBA”. Incoteam CVBA holds 69,9% of the shares of Incofin IM, with the remaining held by Incofin cvso. Incofin cvso
is a Belgian retail investment fund, founded in 1992, with EUR 100 million in assets as of September 30, 2019.
Incofin IM is organised as a partnership limited by shares in accordance with the Belgian companies law. This legal
36
https://incofincvso.be/en/
26
form includes 2 (two) categories of shareholders: (i) managing shareholders operationally active in the company,
and (ii) silent shareholders, not operationally active in the company but providing financial capital. Incofin cvso is a
silent shareholder; this limits potential conflicts of interest between Incofin cvso’s investment activities and those of
Incofin IM.
Incofin IM has three affiliates: Incofin Americas SA (located in Bogota, Colombia), Incofin Africa Limited (located in
Nairobi in Kenya) and Incofin India Investment Management Private Ltd (located in Chennai, India); these
companies are fully owned by Incofin IM. In addition, Incofin IM has two representative offices: in Delhi, India and in
Phnom Penh, Cambodia.
Impact and Social Performance Management
Incofin IM views impact as a means of enabling sustainable business solutions that aim to provide the underserved,
underserviced, and less privileged end customers in emerging economies with access to sustainable and inclusive
goods and services. As an impact investor, Incofin IM seeks to invest in companies that are not only financially
sustainable, but also contribute to solving a socio-economic problem, while avoiding harm to clients or end users –
this is social performance management – or to the environment.
At Incofin IM, social performance management adds another layer of value creation. In order to build sustainable
businesses, applying the same rigour to social performance management as financial performance makes good
business sense. This enables institutions to better understand the needs of the end customer and to be more results
and outcomes oriented, leading to increased business performance.
Incofin IM has a well-established record in social performance management and is a recognised industry leader. It is
actively involved in leading initiatives with top tier global impact industry bodies, such as the Global Impact
Investing Network, Social Performance Taskforce, Principles for Responsible Investment, The Smart Campaign,
Cerise and the IFC Operating Principles for Impact Management. Loïc De Cannière, founder of Incofin IM, has been
the elected chairman of the Social Performance Taskforce since February 2019.
4.1.1 Incofin IM leadership team

Loïc De Cannière, Founder and Chair
As Founder and Chair of Incofin IM, Loïc oversees the overall coordination of Incofin IM activities.
Loïc has over 35 years of experience in the financial and agri-food sectors and has established all Incofin IM
proprietary funds. Most noteworthy are Incofin IM’s funds focussing on rural and agricultural finance (RIF I, RIF II,
agRIF and Fairtrade Access Fund). Thanks to his investor network and the performance of the funds, he has been
able to attract reputable investors such as International Finance Corporation (“IFC”), European Investment Bank
(“EIB”), KfW (the German DFI) and other top tier institutional investors into Incofin IM funds.
Together with public donors, he co-created Technical Assistance Facilities, which aim to support and mitigate risk in
the performance of the funds’ portfolio companies, especially in the field of rural finance and agriculture (e.g. via
the introduction of crop insurance).
Loïc sits on the board of directors of a number of portfolio companies: Finance Trust Bank in Uganda and previously
AB Microfinance Bank in Nigeria. These mandates have provided him with an in-depth knowledge of the dynamics
of portfolio companies. Loïc is also on the board of directors of agRIF and Fairtrade Access Fund, both of which he
developed.
27
Loïc holds a Master Arts (Economics) from KU Leuven, Belgium and Bachelor Philosophy from Hochschule für
Philosophie München, Germany.
Geert Peetermans, CIO Co-CEO and member of the Management Board
As Chief Investment OfficerCo-CEO of Incofin IM, Geert directly supervises all PE investment activities, the legal and
compliance areas, and the communication activities. He has an investment track-record of over 20 years, including
10 years of chairing various investment committees of both financial services and agri-food funds. Geert is well-
versed with the investment process, corporate governance, risk mitigation, shareholder value analysis, deal
structuring and impact metrics. Transactions of Geert’s own making proved key to the performance of the first
generation of funds of Incofin IM. Standing out is the equity investment in Financiera Confianza, an agricultural
lender in Peru, where he did both entry and exit transactions, returning 5x.
Geert’s dedicated committee positions include: Management Committee, Incofin IM (2001 – current); Chair of the
Investment Committee of the AIFM, Incofin IM (2015 – current); Chair of the Investment Committee, RIF II (2010 –
2014); Chair of the Investment Committee, RIF I (2007 – 2017) and Chair of the Investment Committee of IPF (2020
– current). Geert is currently the a non-executive Director at Kenya Women Microfinance Bank Ltd and Khushhali
Microfinance Bank Ltd from Pakistan and has held similar board positions in the past across different continents.
Throughout his career, Geert has focused on investing in rural and agricultural related companies. At the outset of
these activities he received best practices training via various Raiffeisen entities, who are the leading agricultural
financiers in Europe.
Geert holds a Master Applied Economic Sciences from KU Leuven, Belgium and Executive Class Financial
Management from the University Antwerp Management School, Belgium. He is fluent in English, Spanish, and
Dutch.
Paul Buysens, COO Co-CEO and member of the Management Board
As Co-CEO and Managing Partner of Incofin IM, Paul is responsible for investor relations, finance, and technology
functions at Incofin. Paul brings over 15 years of international experience in the financial services industry and is
well versed with investor relations, audit, financial strategy, governance, risk mitigation, business planning,
regulatory compliances, and financial control activities. He also has experience in restructuring finance teams,
outsourcing and enterprise resource planning. Paul currently sits on the following committees at Incofin IM:
Management CommitteeBoard, Incofin IM: 2017 – current; Risk Management Committee, Incofin IM; 2017 –
current; Valuation Committee, Incofin IM; 2017 – current; and Investment Committee of the AIFM (financial
institution debt sub-investment committee37 (2017 – 2022) and equity sub-investment committee (2017 - current),
Incofin IM: 2017 – current.
Prior to Incofin IM, Paul worked at General Electric for 10 years in their financial services business units in various
divisions across the globe. Prior to GE, Paul was an Auditor at Deloitte in Belgium.
Paul holds a Master Business Administration and Technology from the University of Antwerp, Belgium. He is fluent
in English, French, and Dutch. Paul is responsible for the finance, risk, compliance, legal and information technology
functions of Incofin IM. Paul brings over 16 years of international experience in the financial services industry and is
well versed with governance, risk mitigation, business planning, regulatory compliances and financial control
activities. He also has experience in restructuring finance teams, outsourcing and enterprise resource planning. Paul
is familiar with IFRS, US GAAP and Sarbanes-Oxley Act.
Paul currently sits on the following committees at Incofin IM: Management Committee, Incofin IM: 2017 – current;
Risk Management Committee, Incofin IM; 2017 – current; Valuation Committee, Incofin IM; 2017 – current;
Investment Committee of the AIFM (financial institution debt sub-investment committee 38 and equity sub-
37
Since 2016, Incofin IM has been acting as AIFM of agRIF and a small part of the agRIF portfolio can be invested in producer
organisations and agricultural value chain SMEs (so called “agri-deals”). Incofin IM believes it is in the best interest that these
decisions are looked at and decided upon by persons that have a specific and specialized background therein. Therefore, three
sub-ICs were created (financial institution debt-IC; equity-IC; agriculture-debt IC) which are comprised of persons most qualified
to decide on the investment decisions .
38
Since 2016, Incofin IM has been acting as AIFM of agRIF and a small part of the agRIF portfolio can be invested in producer
organisations and agricultural value chain SMEs (so called “agri-deals”). Incofin IM believes it is in the best interest that these
28
investment committee), Incofin IM: 2017 – current.

Paul holds a Master Business Administration and Technology from the University of Antwerp, Belgium. He has also
sat for Level 1 CFA.
David Dewez, Managing Partner and member of the Management Board
David is a Managing Partner of Incofin IM, Regional Director for Latin America and the Caribbean and Agro Fund
Managerin charge of the Global Debt portfolio, Technical Assistance and People and Organization.head of Debt.
David has been with Incofin IM since 2007 and brings over 22 years of investment experience in the financial
services and agri-food sectors.
In his role, David is responsible for overseeing the global agricultural debt portfolio which includes the Financial
Institutions and Agrofinance portfolio. , As such, he is in charge of overseeing as well as setting up the strategy and
organisation of the investment team in his region. In his role, David is a member of the Management Committee,
and member of several Investment and Technical Assistance committees the Investment Committee of the Fairtrade
Access Fund whose objective is to contribute to the development of a fair and sustainable agricultural sector. David
is an active member of the Council on Smallholder Agriculture Finance (CSAF), the group of impact investors
investing in sustainable agriculture.
In addition, David has over 163 years of experience in Corporate Governance of Financial Institutions in Latin
America. As part of that expertise, he has developed a tool for Boards to self-assess their performance that is
currently used by several Incofin IM investees. Currently, David is a Board Member of Financiera Fundeser in
Nicaragua and SAC Integral in El Salvador. and ACME in Haiti.
Prior to Incofin IM, David worked for 7 years at ACCION International in the microfinance as part of the advisory
team and specially taking the lead in setting up a new microfinance operation in Haiti with Sogebank and managing
the ACCION Network, a network of renown microfinance institutions across different continents.
David holds a Masters of Arts (Economics) from Université Laval, Canada.

Dina Pons, Managing Partner and member of the Management Board
Dina Pons is Managing Partner and responsible for Risk, ESG and Impact globally. She is also the W2AF Fund
Manager.
Starting as a debt investment manager in the Incofin IM Antwerp head office, she grew the East Asian debt portfolio
from USD 35m in 2012 to USD 150 million in less than 6 years. She set-up the East Asia Regional Office in Phnom
Penh, Cambodia, now composed of seven staff. When she transitioned to equity, she led one of Incofin IM’s star
equity investment in AMK, Cambodia from entry to exit.
As Impact manager, Dina oversaw all impact and social performance management activities globally. She has
worked on development Incofin IM’s impact strategy, including designing social due diligence tools, development
impact reporting, training staff on impact management and representing Incofin IM in key impact forums such as
Social Performance Task Force (SPTF) and the GIIN.
Previous to her current role, she had been Co-Regional Director of Asia for nine years, leading the East Asia practice)
and Impact Manager global, where she was supervising all Incofin’s investments in her region including all equity
transactions and debt portfolio management.
In 2011 Dina joined Incofin IM after spending her previous years as a technical assistance provider and later as a
rating provider (financial and social) in financial inclusion in various emerging countries, including China, the
Philippines, Senegal, Niger, Nigeria and Mexico.
From 2012 to 2018, Dina was a member of the Board of Directors, Chair of the Risk Committee and Chair of the
Social Performance Committee of the leading rural Cambodian microfinance institution, AMK, half of its portfolio
financing small holder farming activities. In her capacity as a member of the Board of Directors, Dina contributed to
the development of an enterprise level risk management framework taking into account agricultural risks and
decisions are looked at and decided upon by persons that have a specific and specialized background therein. Therefore, three
sub-ICs were created (financial institution debt-IC; equity-IC; agriculture-debt IC) which are comprised of persons most qualified
to decide on the investment decisions .
29
helped the development of new financial products such as: bullet repayment loans adjusted to crop cash flows,
farmers credit lines and KHR merchant based saving products catered to the needs of the low income agricultural
population of Cambodia. As Chairperson of the Social Performance Committee, Dina supervised numerous research
works that aimed to understand farmers’ exposure to climate and health risk, crop yields and income evolution to
formulate relevant impact strategies.
In 2018, she led the equity investment in a Myanmar rural two-wheeler leasing company called Rent20wn.
Rent20wn is a relatively young company where Dina was a Board member, Chairperson of the Board Audit and
Finance Committee and member of the ESG committee until 2022. Over the past year and half, she has helped the
institution in the field of governance and enterprise risk management (complete revamping of the BOD pack, set up
of the Board Audit and Finance Committee Charter); social performance and impact (presentation to the board on
what impact is, self-assessment through an SPI4 social audit); debt fundraising (support to the CEO on the
development of a lenders pack, term sheet negotiation, FX risk, asset and liability management).
Dina holds a Master International Relations from London School of Economics, UK a Master In Development Studies
and Bachelor in Political Sciences, from Sciences Po, Paris, France.Dina is Partner of Incofin IM, Co-Regional Director
of Asia (leading the East Asia practice), Impact Manager and Fund Manager of the Fund. With over 15 years of
experience in financial services, Dina is accountable for all investments in her region including all equity transactions
and debt portfolio management.
Penh, Cambodia, now composed of four investment staff. When she transitioned to equity, she led one of Incofin
IM’s star equity investment in AMK, Cambodia.
As Impact manager, Dina oversees all impact and social performance management activities globally. She has
Rent20wn is a relatively young company where Dina is a Board member and Chairperson of the Board Audit and
Finance Committee. Over the past year and half, she has helped the institution in the field of governance and
enterprise risk management (complete revamping of the BOD pack, set up of the Board Audit and Finance
Committee Charter); social performance and impact (presentation to the board on what impact is, self-assessment
through an SPI4 social audit); debt fundraising (support to the CEO on the development of a lenders pack, term
sheet negotiation, FX risk, asset and liability management).
Dina holds a Master International Relations from London School of Economics, UK Master Development Studies and
Bachelor in Political Sciences, from Sciences Po, Paris, France.
Partners (Regional Directors)
Dina Pons
Dina is Partner of Incofin IM, Co-Regional Director of Asia (leading the East Asia practice), Impact Manager and Fund
30
Manager of the Fund. With over 15 years of experience in financial services, Dina is accountable for all investments
in her region including all equity transactions and debt portfolio management.
Penh, Cambodia, now composed of four investment staff. When she transitioned to equity, she led one of Incofin
IM’s star equity investment in AMK, Cambodia.
As Impact manager, Dina oversees all impact and social performance management activities globally. She has
Rent20wn is a relatively young company where Dina is a Board member and Chairperson of the Board Audit and
Finance Committee. Over the past year and half, she has helped the institution in the field of governance and
enterprise risk management (complete revamping of the BOD pack, set up of the Board Audit and Finance
Committee Charter); social performance and impact (presentation to the board on what impact is, self-assessment
through an SPI4 social audit); debt fundraising (support to the CEO on the development of a lenders pack, term
sheet negotiation, FX risk, asset and liability management).
Dina holds a Master International Relations from London School of Economics, UK Master Development Studies and
Bachelor in Political Sciences, from Sciences Po, Paris, France.
Aditya Bhandari, Regional Co-Director, Asia and Partner
Aditya is a Partner of Incofin IM and Co-Regional Director of Asia, leading the India and South Asia practice. He has
17 years of experience in private equity, venture capital, investment banking, accounting and auditing across the
globe, including in India. He joined Incofin IM in 2009 and oversees Incofin IM’s equity and debt investment
portfolio in South Asia.
Aditya specialises in proprietary deal sourcing and hands-on value creation, actively guiding portfolio companies in
all aspects of their business including strategy, governance, finance, recruitment and technology. Aditya’s value
creation contribution has been instrumental in securing additional rounds of funding for Incofin IM’s portfolio
companies.
Aditya has attended the Harvard Business School program on Strategic Leadership for Microfinance, undertaken the
Private Equity Executive Programme at the Indian School of Business, India and also holds a Bachelor Commerce
from Madras University, India. He is also a Chartered Accountant.
Noémie Renier, Head of Debt for Financial Institutions and Partner
Noémie Renier is Partner and Head of Debt for Financial Institutions at Incofin Investment Management.
Noémie Renier has over 15 years of experience in coordinating and leading investment strategies globally, with
primary focus on financial inclusion. Noémie joined Incofin IM in November 2010 as Investment Manager
responsible debt and equity investments in Central Asia, Middle East and North Africa. In 2012, she was promoted
Risk Manager in charge of developing and implementing the risk management framework in the context of the
31
transition to regulated Alternative Investment Fund Manager. After four years as Risk Manager at the European
Investment Fund in Luxembourg (2015-19), Noémie rejoined Incofin IM in November 2019 as Head of Debt for
Financial Institutions. Prior to joining Incofin, she took various functions in Investment Banking and advisory at BNP
Paribas Fortis.
Noémie holds a Master in Management Sciences (2006) and Complementary Master in Microfinance (2010) from
the Solvay Brussels School of Economics and Management (SBS-EM). She also enjoys teaching occasionally as Guest
lecturer at the University of Brussels, Belgium.
Serkan Alhan, General Counsel and Partner
Serkan is a Partner of Incofin IM and General Counsel.
Serkan joined Incofin IM in May 2018 as Chief Legal Officer responsible for all legal affairs of the company and the
funds managed or advised by it. In January 2022 he was promoted to Partner and now leads the legal team and the
compliance function.
Prior to joining Incofin IM Serkan gained experience as a lawyer in leading law firms and focused on M&A and
banking & finance in financial services industry and renewable energy.
Serkan holds a master in laws degree from the University of Antwerp (licentiaat in de rechten) and the University of
Chicago (LL.M.). He is currently completing an executive MBA at the Antwerp Management School (graduation
expected in June 2023).
32
4.1.2 Track Record

We currently manage over EUR 1.3B39 in AuM, across 4 funds (as AIFM) 40 and provide advisory services to 8 funds
including specific facilities, generating strong risk adjusted returns for our clients. To date, we have successfully
closed more than 1,900 investment transactions (USD 4 bn), bringing 30+ years of rich investing experience in
frontier markets.Since incorporation, Incofin IM has steadily increased its assets under management to over EUR 1.3
billion, as of December 2019.
Figure 1 Our investing track record
Our AUM has grown by more than 5x over the last decade We have realized strong returns across debt and equity
AUM, 2011-22, EUR (M) Private Debt Private Debt Private Equity
Financial Inclusion Agri-Food
FI debt Agri debt Equity
1,312 No. of
We have invested over EUR transactions
1500+ 400+ 50+
3.2 bn since inception 183
+18% 98
Gross EUR
IRR USD IRR 7%1 USD IRR 9%1
635 IRR 15.9%2
134 1,031
27
213
Avg. historical Avg. historical
474 Loss rate loss rate of 57 loss rate of N/A
105
108 bps p.a. 258 bps p.a.
2011 2016 Q2 2022
Note: 1) Average IRR on the outstanding portfolio during 2021; 2) Realised gross EUR IRR, including impairments
Figure 2 Snapshot of our investor base and advisory clients (not exhaustive)
39
As per March 2022
40
Since inception, we have managed 9 proprietary funds and have advised another 8 facilities.
33
Overview of Incofin IM funds currently under management or advisory along with respective AuMs
34
Fund Name AuM Investment Specific target

(Domicile) Maturity (USD m as of Fund description Products offered Investors
regions sector
Incofin IIM Mandate 03/2022)
Incofin cvso is an open-ended Belgian cooperative fund,

Incofin cvso open to retail investors founded in 1992. The fund
(Belgium) 1992-open invests in sustainable microfinance institutions servicing Senior Junior Retail fund with over LAC, EECA,
89 Equity TA Financial inclusion
ended small entrepreneurs through debt, subordinated debt debt debt 2500 investors Africa, Asia
Fund Advisor and equity. A dedicated Technical Assistance Facility has
been established in 2012.
agRIF, Cooperatief Financial inclusion

Bio, EIB, Proparco,
U.A.) agRIF is a 10 year closed ended blended fund launched targeted towards
Senior Junior Korys, FMO, and other LAC, EECA,
(Netherlands) 2015-2025 153 by Incofin IIM in 2015 to support investments in financial Equity TA rural sector &
debt debt private individuals and Africa, Asia
inclusion to the rural sector. farmer
institutions
AIFM cooperatives
Incofin Inclusive
Financial inclusion
Finance Fund subfund
with option to
1, RAIF (IIFF) IIFF, Subfund 1 is a Luxembourg-based closed-ended Senior Junior LAC, EECA,
2018-2023 22 Microfinanza 1 widen scope
(Luxembourg) reserved alternative Investment fund (RAIF) debt debt Africa, Asia
(housing,
education, …)
AIFM
The FAF has been launched in 2012 with an aim to
FairTrade Access
contribute to the development of a fair and sustainable Financial inclusion
Fund, SA, Sicav-SIF
agriculture sector. It is a regulated evergreen fund Long KfW, Bio, FMO, targeted towards
(FAF) 2012-open Trade Working Africa, LAC,
64 operating in LAC and Africa, and soon expanding into term TA Starbucks, EDFI BPL, rural sector &
(Luxembourg) ended finance capital Asia
Asia. It offers debt products to agricultural exporters finance LOGDF and others farmer
who work primarily with smallholder farmers and have a cooperatives
Fund advisor
strong commitment to sustainable development.
Agricultural
Agri-Finance Liquidity
The objective of ALF is to support actors in the enterprises and
Facility (ALF)
sustainable agri-food value chains in Africa and LAC in Trade Working financial
(Luxembourg) 2020 - 2025 48 KfW Africa, LAC
order to enable them to keep their business ongoing finance capital intermediaries that
during and after the COVID-19 crisis. support the Agri-
AIFM
Enterprises
Incofin India Progress
Fund (SEBI Cat II AIF) Growth private equity impact fund focused on Korys, BII, Proparco,
Agri-Food,
(India) 2021-2031 60 businesses within the agri-food post-harvest value chain Equity BIO, ACV and other India
Financial inclusion
and financial services sectors in India. family offices
AIFM
Rural Impulse
Investment Fund II
(RIF II)
2010-2022 41 In liquidation since June 2022
(Luxembourg)
AIFM
Total of proprietary managed and

478
advised funds
Microfinance Enhancement Facility was initiated in 2009

Microfinance by KfW (German state-owned development bank) and
Enhancement Facility IFC (International Finance Corporation) as a joint
kfW, IFC, OeEB, BMZ,
initiative with OeEB (the Development Bank of Austria). Senior LAC, EECA,
2009 - 2025 238 SIDA, Opec fund, Financial inclusion
Fund advisor MEF seeks to support economic development and debt Africa, Asia
Deutsche Bank, M&G
prosperity globally through the provision of short and
medium-term financing to financial institutions which
support microfinance and micro-enterprises (MFIs).
Invest in Visions IIV is Germany's first microfinance fund for retail and
(Germany) 2011-open institutional investors, specializing in financing Senior Retail and institution LAC, EECA,
634 Financial inclusion
ended sustainable investments. The fund provides loans to debt investors Africa, Asia
Fund Advisor microfinance institutions in developing countries.
BRS Microfinance BRS is a Belgian cooperative that supports microfinance
Coop Fund and micro insurance in order to sustainably improve the Financial inclusion
2016-open Senior LAC, Asia,
(Belgium) 13 quality of life of the poorer population in LAC, Africa and Cooperative with focus on
ended debt Africa
Asia. The Fund was launched in 2016 by BRS, CERA and cooperatives
Fund advisor KBC group
FPM promotes financial inclusion in DR Congo by
FPM SA Democratic
supporting financial institutions that target MSMEs and
(Belgium) Senior kfW, BIO, Cordaid, Republic of
Open-ended 36 low-income working populations. Incofin IM acts as Financial inclusion
debt Incofin CVSO Congo
Advisor to a local investment team in Kinshasa that has
Fund advisor (DRC)
been selected by Incofin IM.
Total of current managed accounts 921
Total AuM 1.399
35
Incofin IM has over 20 years of experience in investing in the sectors of financial services and agri-food in emerging
markets. Since inception, Incofin IM has made a total of 1,660 investments, of which EUR 2,523 million has been in
debt and EUR 121 million in equity41.
Please see below for an overview of the investments in the currently active managed and advised funds 42.
Incofin IM Managed and Advised Funds

Managed
Total
Incofin facilities
Impulse RIF I RIF II agRIF FAF1 IIFF ALF
CVSO
1992 – 2012 – 2018 – 2020 -

2004 – 2007 – 2010 – 2015 –
Duration open open open 2025 Various
2016 2017 2020 2025
ended ended ended
Investment Equity / Equity / Equity / Equity / Equity /

Debt Debt Debt Debt
product debt debt debt debt debt
Number of
investment 283 144 117 106 87 299 20 4 600 1,660
s
Equity 9 5 3 20 9 - - - - 46
Debt 274 139 114 86 78 299 20 4 600 1,614
Amount
invested 268m 143m 89m 171m 171m 263m 19m 5m 1,515m 2,644m
(EUR)
Equity 11m 8m 3m 55m 44m - - - - 121m
Debt 257m 135m 86m 116m 127m 263m 19m 5m 1,515m 2,523m
Gross 17.3% 15.3% 24.9% 15.6% N/A2 N/A5 N/A5 N/A5 - -

41
As at December 2020
42
As at December 2020
36
Incofin IM Managed and Advised Funds

Managed
Total
Incofin 1 facilities
Impulse RIF I RIF II agRIF FAF IIFF ALF
CVSO
Realised
IRR / MoM EUR / EUR / USD / EUR
(Equity 3.0x EUR 2.3x EUR 4.3x USD 2.2x EUR
only)
Gross
Realised
and
13.7% 19.8%
Unrealised N/A3 EUR USD
8.5% EUR N/A2 N/A5 N/A5 N/A5 - -
IRR
(Equity
only)
Net
Realised
and
10.7% 15.3%
Unrealised N/A3 EUR USD
4.1% EUR N/A2 N/A5 N/A5 N/A5 - -
IRR
(Equity
only)
Net IRR
(fund 3.1% EUR 3.9% EUR 7.2% USD 3.5% EUR N/A2 1.0% USD 2.9% EUR N/A2 - -
currency)
1
FAF YTD Annualized ROE is USD 1.1% as at 2020; 2Currently in the investment period; 3Incofin cvso reports under
Belgian GAAP (assets are accounted for at acquisition cost-market value and are only evaluated for write-downs);
4
Loan portfolio return based on outstanding portfolio as at quarter-end indicated; 5Debt-only fund
4.2 Background of the Sponsor - Danone

Aligned with its “Goal 8 – Inclusive growth”, Danone sponsored and launched Danone Communities in 2007, with a
focus to invest in solutions that address the complex issues of malnutrition and water access in underserved
communities.
The fund was a brainchild of Nobel laureate Pr. M. Yunus and former Danone CEO Franck Riboud, who in 2006
joined together to prove the concept that for-profit social businesses could be an important tool to solve social
issues in a more sustainable and efficient manner. Building on an initial pilot with Grameen in Bangladesh, Danone
made the strategic decision to expand its support of social businesses through the development of a dedicated
venture impact fund. It was a pioneering decision that set Danone apart from its peers, moving away from the
concept of Corporate Social Responsibility (CSR), which tends to primarily focus on grant-based support to
communities in the corporate’s operational areas. Instead, Danone adopted an active investor role that sought to
support the wider growth and development of its focus sectors, de-coupled from narrow operational objectives.
As a result, Danone Communities was launched with the mission to provide financial support (in the form of
minority equity investments), as well as in-kind capacity building to for-profit businesses that sought to solve issues
of malnutrition and water access in underserved communities globally.
To date, Danone Communities has invested more than EUR 12 million in 13 enterprises (8 of which are water
enterprises) across 15 geographies, directly impacting over 6 million consumers. Danone Communities also benefits
from the network of over 100,000 Danone employees worldwide, hundreds of whom regularly lend their expertise
37
by providing pro-bono advice to the companies.
Danone Communities has made 8 investments in the water sector since 2008, building their water sector
expertise in the local markets
4.3 Value of Incofin IM and Danone Working Together

An experienced impact asset manager partners with a like-minded water specialist corporation.
W2AF is an opportunity to collaborate and grow the synergy and common mission between Incofin IM and Danone.
The W2AF model, a fund promoted by a large socially responsible corporation, will be a model we expect to see
more frequently in the future. Incofin IM adopted a similar approach for its India financial inclusion and agri-food
value chain focused fund in partnership with Korys, the family office behind largest Belgian retail food chain Colruyt.
Danone Communities has more than a decade of working experience in incubating and catalysing small scale
businesses. Today, new SWEs are able to gain traction much faster due to learnings from predecessors. There are
now identified, successful business models which can be learned from and replicated (i.e. franchise model).
Through its network of like-minded employees who dedicated pro-bono time to share their “water expertise” to
Danone Communities’ investees, Danone has capitalized experience on solutions from mature, developed
economies that can be relevant and disseminated to innovative water businesses operating in emerging markets.
The Fund will seek to involve Danone’s employees and water specialists as possible board members in future
portfolio companies, as ‘Guardian Angels; of portfolio companies by participating in TA missions
alongside the external consultants, and as advisors to the companies to steer the projects towards success. They will
be involved in monitoring missions and will facilitate the dissemination of best practices by participating in the
knowledge sharing events, etc. Danone is committing a minimum contribution of 500 days from their team
experienced in the water sector, as needed throughout the lifetime of the Fund.
Incofin IM has 20 years of experience investing in and building financial institutions, agricultural producer
organisations and other agri-food value chain companies into thriving leading market players by providing capital,
know-how, guidance and technical assistance. Similar to the microfinance sector 20 years ago, the water sector is
today characterized by businesses which, for some of them, only recently found ways to reach financial
sustainability. We see many similarities with the financial inclusion sector and expect that our expertise as equity
investors and experience of providing strategic insights, governance support, and funding connections will be
enable subsidised business models into financially self-sustainable businesses.
Common problems we identified include the following:

 Reaching economies of scale in sparsely populated areas
38
 Increasing awareness on the importance of saving/micro-insurance or safe water consumption with

consumers with low purchasing power
 Meeting strict regulatory requirements for saving mobilisation or water quality
 Navigating the fixed-priced environment: interest rate cap imposed by Central Banks, versus price per litre
of water fixed by Ministry of Health
 Successfully attracting debt financing to leverage the equity by enhancing financial management and
proper asset and liability management.
Danone Communities versus W2AF: a complementary approach

While Danone Communities’ aim is to incubate and catalyse young, untested initiatives, W2AF will focus on funding
companies whose business models are tested and ready for scale.
39
CATALYZE- SCALE-
Incubate new impact models Nurturing existing impact models
Danone Communities W2AF
Sectors Water Access Water access :

Malnutrition  SWEs
 Technology
 Piping infrastructure
Target # beneficiaries 20 million 50+ million
Type of impact Focus on quality/additionality of impact Focus on scale of impact
Types of business models New, untested Proven
Returns Capital preservation High single digit
Size of investments EUR 500K to 1M EUR 3-8 M
Terms of investment Patient 10 years
Type of investor Danone SA, Danone employees, and High appeal to range of investors:
financial institutions  DFIs
 Foundations
 Corporate (non
competitors to Danone)
 Family offices and HNWIs
5. Governance and Investment Process

5.1 Structure of Fund
The Fund will be supported by the Incofin IM governance structure and leadership team:
Investment Committee (IC): All investment and divestments decisions of the Fund will be made through the IC. The
IC will evaluate and approve or reject the investment and divestment proposal presented by the Incofin IM as the
management company of the Fund.
Valuation Committee: values the portfolio investments in accordance with applicable accounting standards. The
responsibilities and composition of each committee is set forth in Incofin IM governance memorandum approved by
the FSMA.
40
Risk Management Committee: monitors the risks relating to the portfolio of the Fund; i.e. it controls that the Fund
is being deployed and managed in line with the Fund’s investment strategy, criteria and policy.
Compliance Committee: ensures that the Fund’s investments comply with the Fund’s contractual documentation
and all applicable laws and regulations on anti-money laundering, counter-terrorism financing, sanctions and know-
your-customer obligations.
Technical Expert Committee: experts in water technology that will work hand in hand with the Investment
Committee (IC), the dedicated Investment Team, and the Technical Assistance Facility Committee from a technical
perspective. It shall provide technical reviews in the areas of i) water purification technology risk assessment; ii)
emerging market water related regulations and policies; iii) best practices in water quality and safety; iv)
environmental risks assessment and green strategy; v) impact measurement (collectively, “Focus Areas”).
General Partner of the Fund: the General Partner of the FundW2AF GP S.A.S. (i.e. a simplified joint-stock company
incorporated (société par actions simplifiée) in France and controlled by Incofin IM as the Fund’s Management
Company) will act as the general partner (associé commandité) of the Fund.
Management Company of the Fund: Incofin IM will oversee the day-to-day management of the Fund. The main
powers of the board of directors will include:
• validation of capital calls;
• validation of the appointment of external service providers;
• validation of the draft annual financial statements; and
• convening of investors’ meetings.
Advisory Committee: provide guidance, advice and/or consent as required by the Fund’s documentation. The
Advisory Committee will be composed of maximum five members, who will be senior industry professionals. Four
members will be appointed on the proposal of the four LPs with the highest capital commitments, and one member
acting as the chairman of the Advisory Committee will be proposed by Danone as the Sponsor.
Meetings of the Limited Partners: Incofin IM, as the Management Company of the Fund, shall convene annual
meetings of the limited partners, composed of each Limited Partner of the Fund.
The W2AF dedicated team will have the support of Incofin IM’s network of 70 90 professionals that include all
investment management team members and supporting functions. Incofin IM benefits from an international team
that is decentralized across 5 regional offices to promote immediate proximity and direct access to the investment
portfolio companies. The head office is based in Antwerp, Belgium with regional offices and representations in
Colombia, Kenya, India and Cambodia.
41
Incofin IM Head Office W2AF Investment Committee
Geert Peetermans Jan Dewijngaert José Enciso Independent member

Dina Pons Vincent Robert
Co-CEO Incofin Private Equity Incofin Senior (proposed by Advisory
Fund Manager W2AF (proposed by Danone)
Director Investment Manager Committee)
Paul Buysens
Co-CEO Technical Expert Committee
W2AF Investment team Dina Pons
Dick Bouman (Aqua For All)
Rita Van den Abbeel Fund Manager W2AF
Chief Risk Officer Frederic Dubois (TEUK SAAT 1001)
IMs South- and
IMs Africa IMs Central Asia IMs Latin America
South-East Asia Vincent Casey (WaterAid)
Serkan Alhan 2 FTE 0.25 FTE 0.25 FTE
2 FTE
General Counsel
Ella Lazarte (USAID)
Detailed in next slide
Christian Regnicoli
Head of Investor Solutions Global Investment team (total team size, including W2AF)
Wanjiru Waithaka Dina Pons Aditya Bhandari Jan Dewijngaert David Dewez
Viktoria Popova
Regional Director Regional Director Regional Director Regional Director Eastern Regional Director Latin
Technical Assistance Manager Africa East Asia South Asia Europe & Central Asia America and Caribbean
Nairobi, Kenya Phnom Penh, Cambodia Chennai – Delhi, India Antwerp, Belgium Bogotá, Colombia
Lieve Mathijssen
Head of Finance Supported by a team of investment professionals in each of these locations
W2AF dedicated team Water specialists Global investment team HQ support team
Investment Committee
The Investment Committee shall have maximum five members with voting entitlements. The composition of the IC
will be as follows:
(i) two senior managers of Incofin IM;
(ii) Dina Pons, the dedicated fund manager of the W2AF;
(iii) one independent industry professional with extensive experience in the water sector appointed from a
list of candidates proposed by Danone as Sponsor; and;
(iv) one independent industry professional with extensive experience in the private equity appointed from
a list of candidates proposed by the Advisory Committee, which itself shall have maximum five members
who are senior industry professionals appointed on the proposal of LPs.
The two senior managers of Incofin IM include Jan Dewijngaert, Incofin IM’s Private Equity Director and Michaël
BlockxJose Enciso, Fund Development DirectorSenior Equity Investment Manager, and Incofin AIFM Equity IC
member (please refer to their short biography under section 5.2 “Fund Team”).
Vincent Robert, as independent IC member, combines a deep knowledge of the commercial market dynamics of the
water sector, including in emerging economies and a track record of successful transactions in the water industry.
Technical Expert Committee

The Technical Expert Committee shall comprise of five water experts with entrepreneurial emerging market
experience in the water business types targeted by the Fund, who would bring the whole set of expertise in the
Focus Areas in a complementary manner.
Four experts have been already identified:
- Dick Bouman from Aqua for All, a MSc Physical Geography/Hydro(geo)logy, has an extensive track record in
technical water initiatives, mainly in Africa.
- Frederic Dubois, CEO of Teuk Saat 1001, a franchise in access to water in Cambodia.
- Vincent Casey, Senior WASH Manager at WaterAid, an international not-for-profit focused on WASH with
local teams on the ground in 34 countries, of which 18 in Africa
- Ella Lazarte Sr. WASH Advisor at USAID, independent agency of the US federal government with specialised
water and sanitations programs, active in 21 countries in Africa and 9 in Asia
-
42
5.2 Fund Team

The Fund will be led by Dina Pons as the W2AF Fund Manager. She will be supported by a front office investment
team consisting of 4.5 Full Time Equivalent team members with specialisations in the target investment regions of
the Fund. As Fund Manager, Dina will be in charge of coordinating the management of the Fund with the support of
the following teams:
 Management team: the three managing partners will allocate their time to ensure the W2AF integrates
smoothly with Incofin IM’s existing investment activities according to their respective areas of focus across
fundraising, fund structuring, investment strategy and operations.
 Front office investment team: 4.5 Full Time Equivalent investment team members will be dedicated to the
investment needs of the Fund.
 Support teams: Incofin IM will support the Fund with its Legal, Finance, Technical Assistance, Fund
Development and Risk and Compliance Teams from the existing operational set-up.
Dina Pons, Managing Partner & Fund

Manager
Phnom Penh, Cambodia
4 Regions Africa South- and South-East Asia Central Asia Latin America
Wanjiru Waithaka
Regional Director Antoine Raes Jan Dewijngaert Jose Enciso
Sr. Investment Manager Sr. Investment Manager Regional Director Senior Investment
Team members EECA Manager LATAM
Beryl Shanyisa Voleak Lim

Investment Associate Investment Officer
10-12
4-5 Transactions 4-5 Transactions ≤1 Transaction ≤1 Transaction
Transactions
Dina Pons, W2AF Fund Manager
Please refer to biography under section “Incofin IM leadership team”
Dedicated Team South and Southeast Asia
Antoine Raes, Senior Investment Manager Asia
Antoine works in the Cambodian office as a Senior Investment Manager.
Antoine brings over 152 years of experience as Investment Advisor (Private Equity and M&A) and in depth
43
understanding of the African, Asian and Latin American market. Prior to joining Incofin IM, he worked at Proparco as
Senior Investment Officer in the Private Equity Department in France. He also was a General Partner and Chief
Investment Officer worked at FADEV (Fonds Afrique Développement), Investment Executive and at Bluester Capital,
Parvilla a lower-mid cap buyout Fund in France, as well as M&A Aanalyst at Société Générale CIB.
Voleak LimMischa Liang, Investment Associate EquityOfficer – Asia, & Impact Officer
VoleakMischa is an Investment AssociateOfficer, supporting the deployment of East Asian equity investments,
leading ongoing transaction documents negotiations, and monitoring the existing portfolio including preparation of
valuation committees and coordination of technical assistance deployment. In 2020, she led the closing of Incofin
IM'’s equity investment in Huimin Microfinance in China. Mischa is also Impact Officer and is involved in the
implementation of Incofin IM'’s impact strategy.
Prior to joining Incofin IM, MischaVoleak worked in the audit department at KPMG for 8 years and a local
investment firm for nearly 2 years. Her experience is mainly related to financial audits, management consultant, and
monitoring post investment projects. She is a member of the Association of Chartered Certified Accountants
(“ACCA”) and also a CFA level 1 candidate. brings more than 5 years of experience from both public and private
sectors. Prior to joining Incofin IM, Mischa worked as a graduate consultant at UNCDF, researcher at the World
Bank, and business analyst at Credit Suisse.
Dedicated Team Africa

Wanjiru Waithaka, Regional Director and Senior Investment Manager Africa:
Wanjiru is a Private Equity professional with transaction experience in African markets. She has over 13 years of
experience in Private Equity, Banking and Audit. Prior to joining Incofin, Wanjiru has been working as Senior
Investment Director at Ascent Capital which is a $200 PE fund with 3 regional offices focusing on Kenya, Uganda,
Tanzania, Rwanda and Ethiopia. Wanjiru has an extensive transaction record, and she has been involved in the
whole transaction life cycle from the deal sourcing, due diligence, board participation, fundraising, fund reporting
and exits.
Wanjiru will be leading the Nairobi office and will be working closely not only with the local team but also, with all
other regions, with the major focus on private equity transactions in Africa and W2AF fund support.
Beryl Shanyisa, Investment AssociateAnalyst Africa

Beryl is an Investment Associate at Incofin. She is responsible for the end to end investment process including
sourcing, term sheet negotiation, due diligences, investment proposal writing, investment committee presentation,
support in agreement drafting and portfolio monitoring.
Beryl works in the Nairobi Office as an Investment Analyst.
Prior to joining Incofin IM, Beryl worked as an Equity Research Analyst Intern at Loomis Sayles & Company, a
medium sized asset management firm, in the Convertible and Special Situations department with an emphasis on
the Fintech companies. She is also a CFA level 1 candidate.
Central Asia (ad hoc support for 1-2 transactions)
Jan Dewijngaert, Regional Director EECA and Director Private Equity

Jan is Regional Director Eastern Europe and Central Asia (EECA) and Director Private Equity at Incofin. He is
responsible for coordinating Incofin IM’s entire EECA portfolio, both debt and equity portfolio in the EECA region
and and brings more than 34 38 years of experience in the financial sector.
Prior to Incofin IM, Jan was a partner at Gimv, a European Private Equity firm. While at Gimv, he founded and
managed 7 funds that focused on investments in the Czech Republic, Slovakia, Russia and Kazakhstan. He was a
member of the Investment Committee of 10 private equity funds and a regular speaker on international
conferences on private equity in CEE.
44
Latin America (ad hoc support for 1-2 transactions)
José Enciso, Global Private Equity Coordinator and Senior Equity Investment Manager
José has 14 years of experience in the investment sector in Latin America and is a Global Coordinator of the Private
Equity team and Senior Equity Manager for Latin America and the Caribbean at Incofin IM. Jose is in charge of the
equity investments in the LAC region, specializing in agri-business. Jose oversees the equity investments in the LAC
region and support global initiatives and investments.
He was previously Director of Strategic Planning and M&A of Alpina Alimentos (Colombia´s largest dairy company).
Before that, he worked as Investment Officer for Patria Investimentos (one of the largest private equity funds in
Latin America, owned in part by the Blackstone group) focused on the Agri-business and the healthcare sectors.
Joseé has also worked for the Group Casino (the third largest French retail group) in corporate development for
Latin America. Before that, he was part of a family office and an investment bank.
Global support (ad hoc support)
Michaël BlockxGeert Peetermans, active W2AF Investment Committee MemberCo-CEO and member of the
management Board
Please refer to biography under section “Incofin IM leadership team”Michaël supports Incofin IM’s global Private
Equity Operations, based out of the Incofin IM Antwerp office. He is a member of the Incofin IM AIFM equity
investment committee and a board member at Crystal MFO, Georgia. He joined Incofin IM in 2018.
Michaël has over 16 years of experience in private equity, strategy consulting and the consumer goods industry. He
worked with Procter & Gamble as a financial analyst for 2 years. He was a consultant with BCG – The Boston
Consulting Group – in the Consumer Goods & Retail Practice for 4 years. At BCG, he assisted on the strategy
development for a coffee & tea producer and the commercial due diligences on a portfolio of bars & restaurants
and a retail chain in Spain. Since 2010, he was investment manager for 4 years at Delta Partners Capital – he lead
the investment in a Bulgarian technology based micro credit provider, which has since expanded into South Africa
and the Philippines. In his last role before Incofin IM, he was a project manager for 3 years with Roland Berger, a
strategy consultant.
Michael holds a MSc. in Electronics Engineering and BSc. in Economics from KU Leuven, Belgium. He also obtained
the Level 1 CFA and a Director Effectiveness certificate from the Belgian GUBERNA Institute for Director training.
5.3 Investment Process and Impact Methodology

The investment team of the Water Access Acceleration Fund is responsible for driving the overall process. The role
of global team resources from Incofin Investment Management Comm. VA (‘Incofin IM’) is indicated in blue italic for
ease of reference.
The investment life cycle management has the following distinct segments which are detailed in this process note:
Investment Investment Value Divestment

Strategy Process Creation Process
This Investment Life Cycle Management Process Note should be read in conjunction with the W2AF Environmental,
Social and Governance Policy for its specific requirements across the investment life cycle.
A. Investment strategy
45

Please refer to sections 2, 3, 4, 5, and 6 of the document for the detailed investment strategy. To execute this
strategy, Incofin IM has developed a sub-sector prioritization approach based on parameters on growth, risk and
impact. It is the responsibility of the Investment Manager to keep the sub-sector prioritization updated to reflect
emerging market scenarios.
B. Investment Process

1. Investment Opportunity Sourcing

The Investment Manager is responsible for deal sourcing. The team should network with key market participants
and tracks sector developments through its network to anticipate upcoming growth opportunities.
To continue to develop and expand its proprietary deal sourcing network, the team should do the following:-
 Outreach for market intelligence gathering and deal creation to companies in sub-segments relevant for
the Water Access Acceleration Fund
 Participate at various conferences as knowledge partners /session chairman /speakers /delegates
 Maintain relationships with an extensive network of entrepreneurs and industry leaders
 Maintain active relationships with other private investors, venture funds etc. to get early access to
subsequent rounds of capital in companies already funded.
As soon as an investment opportunity has been identified, the Investment Manager records the details of the
opportunity to the deal pipeline.
2. Investment Opportunity Screening

The Investment Manager reviews the proposals to identify the basic fit with the W2AF investment criteria:
 Growth stage company with proven business model: we typically search for companies with at least 3 years
of operations.
 Proven capacity to roll-out the model generating both organic growth and economies of scale for better
cost control. When appropriate, we will seek to complement assets with cost-effective technologies to
improve company’s operations.
 Operationally self-sufficient with positive EBITDA or clear strategy to achieve profitability within the next 2
years (2 years is a not a set-in stone criteria but a guideline to make sure that we only consider companies
for which our funding will allow them to reach a decent scale and sustainability during the first quarter of
the holding period of the investment in order to ensure that the targeted IRR is met)
 Externally audited and able to provide good quality financial reporting (if the company operates for 3 years,
at least 2 fiscal years of audited is recommended to make sure that data is reliable)
 Legally structured as a for-profit entity
 Social Impact Thesis
46
o Clear strategy to serve BOP populations under USD 8/day

o Committed or with intent to commit to DFI E&S Performance Standards
o Aligned or with intent to align with the Fund’s Impact Methodology
 Strong leadership & management team
If primary criteria are met, the Investment Manager proceeds to have an introductory call with the promoter (the
founder of the company looking for investment).
If there is no consensus within the Investment Manager on the admissibility of a case under screening, it shall be
escalated to the Investment Committee members for further debate and consensus building.
3. Pipeline Review and Next Steps

A weekly pipeline review call is held with the following objectives:
 Prioritization of deals for further review
 Selection of deals to be proposed to the Investment Committee
 Updating team members on updates on transactions being worked on
 Determination of deal teams for specific activities/ transactions
These meetings aim to keep the broader team updated on pipeline opportunities and make sure we keep an holistic
approach gathering feedback and experience from other members and inviting external partners from time to time
who have demonstrated an experience on-the-ground and can help providing feedback on such opportunity.
4. Consultation of the Technical Expert Committee

The purpose of the Technical Expert Committee (the “TEC”) of the Water Access Acceleration Fund (“W2AF”) shall
be to provide technical guidance to the W2AF Fund Manager and more specifically W2AF Investment Committee.
Before reaching out to the TEC, the Investment Manager will collect information contained in a technical DDQ sent
to the Company. The information contained herein will help the TEC to formulate recommendations in the following
areas:
 Assessment of the water purification technology risk used by the target company.
 Opinion on the quality, outlook, conduciveness, and investment readiness of the water related regulations
and policies of the country of operations of the target company.
 Recommendation expected requirements in terms of water quality and safety which the target company
needs to comply with.
 Assessment of the environmental and climate risks the target company is and will likely be exposed to
during the term of the investment and provision of economically viable recommendation to mitigate them.
 Provide recommendation on the impact measurement (E&S risks, impact indicators, etc) suitable to the
target company’s business model and data management capacity.
 Provide recommendation on the possible areas of Technical Assistance which the TAF “Technical Assistance
Facility” could consider financing including green strategy.
For the avoidance of doubt:

 The TEC shall only express its view regarding to the Focus Areas and with the goal to contribute to W2AF’s
investment objectives.
 No transaction can be approved by the IC without having taken into account the recommendations made
by the TEC which shall be captured through meeting minutes and included in each IC document package in
relation to the specific transaction discussed.
 The TEC does not dilute or amend in any way the responsibilities of the IC and the TEC does not substitute
the IC.
Due to the timing constraints of each transactions, the IC and TEC respectively could take place either way, before
or after each others, depending on each situation. Ultimately the IC decision must be taken in fully informed
47
manner so it would remain conditional to the guidance from the TEC should such committee happen after the IC has
taken place.
5. Stage I Investment Committee: Intake Approval

The Investment Committee (‘IC’) shall be approached when prima facie the Investment Manager considers a deal to
be of interest, and the IC’s consent and feedback is taken on the following aspects of the contemplated transaction:
 Eligibility revalidation – impact and investment policy fit (preliminary eligibility assessment done at the
investment team level)
 Economic return and risk profile consistent with the W2AF investment criterions
 Reasonableness of commercial terms proposed for the transaction
 Due diligence approach, focus areas and budget for external vendors
The Investment Manager shall submit to the IC an Intake proposal in agreed template for this purpose.
Outcome of the Intake Stage

1. Decision on the Proposal
 The IC approves or rejects the Intake proposal presented.
2. Due Diligence Plan

 The IC provides guidance on the due diligence plan and approves the related budget for external vendors
for conducting a due diligence of the contemplated transaction.
 The IC provides directions to the investment team on any specific scope/ focus areas for the due diligence
to supplement the typical due diligence scope.
 The Technical Assistance Facility can be implemented before a final investment decision is taken in order
for example to support value creation initiatives, update industrial processes, or seek compliance with E&S
standards. The TAF is meant to prepare an investment of the W2AF when such opportunity becomes
tangible.
3. Approval of Commercial Terms to be offered (Term Sheet/ Letter of Intent etc.)

 The Investment Manager presents the proposed term sheet to the IC.
 It is possible that when an intake is proposed to the IC that either i) commercial terms are not available or
ii) are incomplete. The IC may still approve the transaction (from an impact/ business perspective) subject
to the IC’s later approval of the commercial terms. The Intake Stage would be considered to have been
completed once the IC’s approval of the commercial terms is received.
6. Due Diligence Stage

During this phase, the Investment Manager or vendors supervised by the Investment Manager performs the
detailed due diligence:
 Detailed commercial due diligence
 Financial due diligence
 Legal due diligence
 Tax due diligence
 Impact and ESG due diligence as per W2AF ESG Policy
 Reputational due diligence
48
 Technical due diligence (in line with guidance received from TEC members)
The Investment Manager shall keep the IC briefed on progress on the due diligence and take their guidance as
required. In case the Investment Manager prefers to no longer pursue an investment case that was approved at the
Intake Stake, it shall submit a brief memo to the IC updating it on the key reasons for dropping the proposal,
allowing the IC to take the necessary decision to remove it from the approved Intakes.
7. Consultation of the Technical Expert Committee

In order to guide the final approval of the IC, the TEC will review the answers to the questions formulated in the first
TEC in Step 4 and will give an opinion on the project based on the materials collected by the Investment Manager.
The results will be presented to the IC to receive formal approval.
For the avoidance of doubt, no transaction can be approved by the IC without having taken into account the
recommendations made by the TEC which shall be captured through meeting minutes and included in each IC
document package in relation to the specific transaction discussed.
8. Stage II Investment Committee: Final Approval

A detailed investment note in approved template containing appropriate information on the following aspects to
enable the IC to make its final decision to recommend the contemplated investment shall be provided:
 Investment thesis from entry to exit and key related risks
 Updated risk/reward profile based on the due diligence findings
 Summary of key diligence findings including of commercial diligence, ESG diligence, reputational, legal
diligence etc.
 The updated impact thesis validated through the diligence process
 Update on specific IC directions at the Intake Stage
 100/ 180 days value creation plan
Outcome of the Final Approval

 Based on an unqualified IC approval, the Investment Manager can commence negotiation of legal
documents. In case the IC approval is conditional on certain further directions (example- proposed change
in deal terms or further information requirements) then this will not be considered an unqualified approval
and therefore documentation phase cannot be entered into.
 The IC shall approve the legal counsel and approve the budget for the exercise.
9. Legal Documentation
Post Investment Committee final approval, the Investment Manager initiates legal documentation drafting:
 Standard documentation templates will be used, ensuring minority protection and exit rights and all fund
requirements, including ESG requirements over the lifetime of the investment
 Business plan (in one-page format) and 100/180 days value creation plan and Environment, Social &
Governance Action Plan should be annexed to SSA
 Incofin Investment Management Legal supports appointment of external counsel and reviews
documentation before signing
10. Board Approval and Signing

 The CLO or Senior Legal Officer reviews the final documentation for conformity with IC directions and legal
obligations of the Fund.
 Two authorized signatories of the Management Board of Incofin IM will be entitled to execute the
documentation.
49
11. Closing and Funding

 Incofin IM Legal team to coordinate with external legal counsel and verify that conditions precedent to
drawdown as per the executed legal documents have been satisfactorily complied with.
 Following the approval from Incofin IM legal team, the Investment Manager shall coordinate with Incofin
IM for the disbursement process. Finance team of Incofin IM to coordinate with W2AF investors,
administrators and custodians to ensure timely disbursement.
PROCESS
 Weekly Investment Manager Meeting
At the weekly meetings of the Investment Manager, typically post 3 years of an investment, discussions should
be held regularly on the divestment plan and strategy.
 IC Guidance and Approval
o The proposed schedule of planned exits should be shared with the IC and their feedback taken. Such exit
updates would be done as part of a scheduled IC or when such need arise on an ad-hoc basis.
o The IC should be briefed about any relevant opportunity of a possible liquidity event.
o The IC’s approval needs to be taken for all divestment decisions, through circulation of a memo in agreed
format, prior to entering into any binding obligations.
o The Investment Manager shall keep the IC regularly informed about the progress in executing the approved
divestments.
Driven by its mission to support entrepreneurs build self-sustainable businesses and improve the lives of the more
vulnerable and less privileged people, Incofin IM offers private debt and private equity financing to institutions in
emerging and frontier markets. Incofin IM partners with entrepreneurs who develop business solutions that foster
inclusive progress and supports value creation for the portfolio companies through active management and board
representation.
For our equity investments, we believe our “Capital Plus” approach aims to enhance and ensure the financial and
social success of the investee companies. For all our equity investments, our philosophy is to be the company’s “co-
pilot” as the impact investor; we only take significant minority stakes when we see that our investment is not only
for capital needs but also for our expertise and industry knowledge. We are members of the board of directors for
all companies where we invest equity and contribute by initiating social performance thinking through strategic
conversations, guiding companies on how to engage debt providers, raising investees’ profiles by showcasing their
success in industry events and supporting investees with grant-funded technical assistance adjusted to each
investee’s institutional needs.
Please see below for an overview of the equity investment process:
1. Sourcing Source investments through well-developed regional networks, support of sponsors, active
50
participation at conferences.
2. Screening (including Impact Thesis) Assess the opportunity and eligibility to determine fitness with
investment strategy; an indicative term sheet is approved with the potential client during the screening phase.
3. Pipeline Review Internal review among broader investment management team.
4. Entrepreneur Meeting Invite entrepreneur to in-person meeting to discuss qualities of the transaction
such as growth strategy, funding requirement, valuation expectations, deal timelines.
5. First Technical Expert Committee: Technical guidance by water experts to guide IC decision in areas such
as water purification technologies, operational risks, environmental and climate risks, and/or technical
assistance needs anticipated.
6. Intake Investment Committee recommends if significant time and expenses can be spent in further
pursuing an opportunity, based on an intake presentation.
7. Business Due Diligence Gain deep knowledge of institution; process includes field due diligence as well as
a double bottom line assessment which not only includes financial, but also the environmental and social
performance of the potential investee.
8. Term Sheet Negotiation Incofin IM will always aim for an illustrative non-binding (subject to IC approval)
term sheet – draft watermark – unless binding needs to be accepted to achieve critical commercial terms (such
as exclusivity).
9. Term Sheet Approval Investment Committee validates if the proposed term sheet is in line with the fund
documentation, impact objectives and return targets.
10. Second Stage Due Diligence Perform any due diligence requiring external support (e.g. Financial due
diligence, Legal due diligence, Tax due diligence, AML/KYC due diligence, Impact / ESG due diligence,
Reputational due diligence, Technical due diligence, etc.)
11. Second Technical Expert Committee: Confirmation by the TEC that recommendations have been
appropriately covered. Ultimately the IC decision must be taken in fully informed manner so it would remain
conditional to the guidance from the TEC should such committee happen after the IC has taken place.
12. Investment Committee Approval Presentation of the investment memorandum and decision to invest at
the Investment Committee.
13. Documentation Initiate drafting legal documentation and legal team reviews documentation before
signing.
14. Signing (General Partner) Authorised signatories of the General Partner sign the documentation.
Closing Investment team evaluates if all closing conditions have been met and initiates disbursements.
C. Value Creation

OBJECTIVES
The value creation phase shall comprise of the following activities:
 Investment Monitoring: The Investment Manager shall monitor the portfolio using a standardized dashboard to
track performance and early warning signs of deviations. The reports received from the portfolio companies
51
should allow the investment team to provide requisite information for i) portfolio valuation and ii) LP reporting
requirements.
 Value Addition: Identification of areas where Incofin can play a role and working with the companies in
addressing these areas of intervention. The Investment Manager will be responsible for hands-on support, in
particular through active participation in the governance of the investee, and creating linkages with Incofin’s
Technical Assistance area.
PROCESS
 Weekly Investment Manager Meeting
The Investment Manager shall hold weekly meetings to keep the team appraised of developments in the
portfolio and for discussing key issues.
D. Divestment Process

OBJECTIVES
 The Investment Manager should plan a schedule for orderly divestments of the portfolio within the fund life of
the W2AF.
 The most superior exit options are taken forward to meet the return expectations from the W2AF, in
conformity with the Environmental, Social and Governance Policy of the W2AF.
Driven by its mission to support entrepreneurs build self-sustainable businesses and improve the lives of the more
vulnerable and less privileged people, Incofin IM offers private debt and private equity financing to institutions in
emerging and frontier markets. Incofin IM partners with entrepreneurs who develop business solutions that foster
inclusive progress and supports value creation for the portfolio companies through active management and board
representation.
For our equity investments, we believe our “Capital Plus” approach aims to enhance and ensure the financial and
social success of the investee companies. For all our equity investments, our philosophy is to be the company’s “co-
pilot” as the impact investor; we only take significant minority stakes when we see that our investment is not only
for capital needs but also for our expertise and industry knowledge. We are members of the board of directors for
all companies where we invest equity and contribute by initiating social performance thinking through strategic
conversations, guiding companies on how to engage debt providers, raising investees’ profiles by showcasing their
success in industry events and supporting investees with grant-funded technical assistance adjusted to each
investee’s institutional needs.
Please see below for an overview of the equity investment process:
52
15. Sourcing Source investments through well-developed regional networks, support of sponsors, active
participation at conferences.
16. Screening (including Impact Thesis) Assess the opportunity and eligibility to determine fitness with
investment strategy; an indicative term sheet is approved with the potential client during the screening phase.
17. Pipeline Review Internal review among broader investment management team.
18. Entrepreneur Meeting Invite entrepreneur to in-person meeting to discuss qualities of the transaction
such as growth strategy, funding requirement, valuation expectations, deal timelines.
19. First Technical Expert Committee: Technical guidance by water experts to guide IC decision in areas such
as water purification technologies, operational risks, environmental and climate risks, and/or technical
assistance needs anticipated.
20. Intake Investment Committee recommends if significant time and expenses can be spent in further
pursuing an opportunity, based on an intake presentation.
21. Business Due Diligence Gain deep knowledge of institution; process includes field due diligence as well as
a double bottom line assessment which not only includes financial, but also the environmental and social
performance of the potential investee.
22. Term Sheet Negotiation Incofin IM will always aim for an illustrative non-binding (subject to IC approval)
term sheet – draft watermark – unless binding needs to be accepted to achieve critical commercial terms (such
as exclusivity).
23. Term Sheet Approval Investment Committee validates if the proposed term sheet is in line with the fund
documentation, impact objectives and return targets.
24. Second Stage Due Diligence Perform any due diligence requiring external support (e.g. Financial due
diligence, Legal due diligence, Tax due diligence, AML/KYC due diligence, Impact / ESG due diligence,
Reputational due diligence, Technical due diligence, etc.)
25. Second Technical Expert Committee: Confirmation by the TEC that recommendations have been
appropriately covered. Ultimately the IC decision must be taken in fully informed manner so it would remain
conditional to the guidance from the TEC should such committee happen after the IC has taken place.
26. Investment Committee Approval Presentation of the investment memorandum and decision to invest at
the Investment Committee.
27. Documentation Initiate drafting legal documentation and legal team reviews documentation before
signing.
28. Signing (General Partner) Authorised signatories of the General Partner sign the documentation.
29. Closing Investment team evaluates if all closing conditions have been met and initiates disbursements.
Social Performance Management and Impact

At Incofin IM, social performance management adds another layer of value creation and is thoroughly integrated in
the investment process. Incofin IM’s industry-leading social audit expertise has been refined based on 20 years of
impact measurement experience and relies on a strong conviction that in building sustainable businesses, social
performance should be managed and tracked with the same level of accuracy and consistency as financial
performance. This enables institutions to better understand the needs of the end customer and to be more results
and outcomes oriented, leading to improved business performance.
Methodology
Incofin IM applies a four-part impact methodology in all investment decisions we make, from screening to exit. The
53
methodology will be tailored and adapted to capture the full spectrum of the impact management and
measurement needs of the Fund. Proprietary integrated impact methodology and investment process
Part A: Impact Thesis
During origination, only investees that aim for a
healthy balance between social, environmental and
commercial goals and fit the fund-specific impact
thesis are selected. Eligibility is assessed based on
ratings of potential investees’ ‘impact worthiness’, and
ESG risks level, conducted by Incofin IM’s investment
managers in consultation with a member of the
Incofin IM Impact Taskforce. The ratings are
determined based on the themes of intent, targeted
end customer (‘who’), the scope (‘what’) and
approach (‘how’) of the services.
Part B: Social and Environmental Performance Audit

Incofin IM assesses investees’ operational performance through four sector-specific comprehensive Social &
Environmental Performance Audit tools which are inspirer from the IFC E&S Performance Standards. Each tool has a
minimum cut-off score, demonstrating our commitment to promoting responsible and impactful businesses only,
and is periodically reviewed during the lifetime of the investment. For the environmental and social performance
measurement, Incofin IM can leverage its web-based Echos platform.
Each different indicator has a weighting, resulting in a total compounded score. The tool assesses the mission and
vision of the portfolio company, its outreach and accessibility, the quality of the customer services, the quality of
human resources and the environmental and corporate social responsibility.
On the basis of the Environmental and Social (“E&S”) diligence conducted before investment and as part of the
investment opportunity documentation, the team will determine an E&S Action Plan for implementation after the
closing of each transaction.
Part C: Measurement
During the investment holding period, the Fund’s board representative will monitor the implementation of the E&S
Action Plan in addition to a variety of other social performance management initiatives.
In 2018, Incofin IM integrated the United Nations Sustainable Development Goals (“UN SDGs”) into its four-part
impact methodology. Across its various funds, Incofin IM implemented and set specific impact indicators for each
investment. Each indicator has been mapped to a specific UN SDG target and is regularly monitored and reported to
assess the progress towards each UN SDG.
To track the progress of each impact indicator and enhance the measurement of the determined social goals, an
‘impact output dashboard’ is produced for each equity investee, showcasing the investee’s contributions towards
their social mission statement, the UN SDGs and overall impact objectives.
Part D: Responsible Exit
For equity investments, Incofin IM ensures that each exit meets the financial objectives of the investees and
sustainable impact post-exit by rigorously reviewing the “Fitness and Compatibility” of a new buyer towards the
investee. Incofin IM developed a proprietary screening tool and disseminated it as a “public good” for the impact
equity investment community to consider using when assessing exits. Factors taken into consideration include but
are not limited to reputation in the market, stability of leadership, sector experience, commitment to social
performance, rationale for investment, and cultural fit. As part of the exit process, Incofin IM clearly communicates
the value creation and impact efforts made during the tenure of the investment.
54
5.4 Technical Assistance Value Creation
In order to enhance the impact of the Fund, a technical assistance (“TA”) facility (the “TAF”) will be established. The
TAF will provide capacity building support to the Fund’s investees and potential investees in their development and
growth as well as to prepare and protect investments, if necessary. The TAF will be fully embedded in the
investment strategy and governance of W2AF.
The TAF aims to raise EUR 1.5-2.5 million in grant funding that will help to accelerate the Fund’s growth, generating
both social and financial returns for its investors and portfolio companies. The target amount will include a
contribution from the Fund investees to ensure ownership and long-term sustainability of the TA interventions. The
donors of the TAF will be: (a) the Fund; (b) the LPs of the Fund that wish to make a donation to the TAF; and (c)
external donors who are not an LP of the Fund. The representatives of the largest donors, incl. Danone and the Fund
will form a Technical Assistance Facility Committee (“TAFCOM”). The TAFCOM will be responsible for the provision
of strategic guidance to the TAF and for approving the TA projects.
Danone will provide an in-kind contribution to the TAF by commissioning its employees to support the delivery of TA
projects to the Fund’s portfolio companies for at least 500 days over the lifetime of the Fund. A Danone employee
or a group of employees will be assigned to each Fund investee or potential investee. They will be the investee’s
‘Guardian Angels’ and will participate in TA missions alongside the external consultants, and as advisors to the
companies to steer the projects towards success. They will be involved in monitoring missions and will facilitate the
dissemination of best practices by participating in the knowledge sharing events, etc.
Incofin IM will act as TAF manager and will be responsible for the operational management of the TAF, including the
set-up, fundraising, administration, etc. Incofin IM will also source and present TA projects for approval and oversee
their implementation.
The TAF will provide tailored capacity building support to the Fund’s portfolio companies. Given the relatively young
age and lack of investment readiness of the water sector, we anticipate that the majority of the Fund’s investees will
benefit from TA.
In order to promote investment readiness specifically, the TAF will provide support to not only existing but also
potential investees of the Fund. TA is expected to be the key driver of W2AF’s investees’ profitability and impact
through increase to low-income communities deprived of access to safe drinking water. From this perspective, the
provision of pre-investment TA support will be key. This will include a preliminary identification of investment
projects through feasibility and market studies, supporting compliance with the Fund’s investment criteria and
preparation for investment.
Given the challenges of the water entrepreneurs and their clients, TA support will be provided in the following five
areas of intervention:
1. Water technology and delivery systems: innovative technologies and distribution systems to optimize
the delivery of high quality safe drinking water.
2. Business strategy and cost efficiency: improved financial and strategic performance to support long-term
profitability and affordability of safe drinking water.
3. ESG and social performance management and impact: solutions to stimulate better social and
environmental impact.
4. Knowledge sharing and awareness raising: promote dissemination of best practices and awareness
raising, foster collaboration and knowledge sharing in the water sector.
5. Support to W2AF / TAF: supporting the rapid start-up of the Water Access Acceleration Fund’s Technical
Assistance Facility.
55

5.4.1 Technical Assistance Facility Governance

Established as a fiduciary structure between the following parties:
The Technical Assistance Facility Committee (TAFCOM) is responsible for:

– approving TAF operating guidelines, pipeline, financial plan and project proposals
– evaluating the performance of the TAF Manager by reviewing the TAF monitoring and audit reports
The TAFCOM is composed of the representatives of the largest donors, a member appointed by Incofin IM as the
Fund manager, and a member appointed by Danone.
Additionally, the Fund’s investment committee can recommend the provision of TA support to the portfolio
companies. Regular feedback on TA will be provided through monitoring reports and updates during IC meetings.
Similar feedback and updates will be shared with the Fund’s Advisory Committee.
5.4.2 Technical Assistance Team

Incofin IM has a dedicated technical assistance team, comprised of two members based out of Antwerp and one
member based out of Bogota.
Viktoria Popova, TA Manager, leads the team and is primarily responsible for TA fundraising and the management of
ongoing TA facilities, including the relationship with donor committees, financial and operational management. She
oversees the global portfolio of TA projects, including the selection of consultants, monitoring and reporting.
Prior to Incofin IM, Viktoria was part of the TA team at Finance in Motion, a German-based impact investor.
56
6. Investment Policy
6.1 Investment Objective
The Fund has the following objectives:
 To scale access to affordable, safe drinking water in underserved populations by investing in sustainable
innovative water businesses
 To catalyse growth of water sector by demonstrating financial viability of water businesses and the overall
investment readiness of the sector
 To provide a fair return to its investors
6.2 Eligible Criteria for Portfolio Companies

6.2.1 Types of water businesses
Eligible portfolio companies for W2AF will be water businesses operating across the diverse safe drinking water
value chain, with a focus on:
 Privately owned companies which have been spun off from projects developed and managed by community-
based initiatives, local promoters, or non-profit organizations
 Local companies in need of funds to extend, upgrade or rehabilitate water supply networks
 Innovative technology purification companies which have a proven solution and existing contract/partnerships
signed with water delivery companies (pipe or SWE)
 Entrepreneur-led business having or building a professional management team
 Innovative business and / or a technology drive - ability of the management team to bring innovative or
technological changes to the business to enhance efficiency and affordability to end clients. Such a change to
result in a better quality, price and speed of delivering the product or service
 Tangible and sustainable impact: social impact across amount of water delivered and quality of water, socio-
economic profile of target clientele, increase of people living standards quality, improvement of health, income
creation
6.2.2 General eligibility criteria

In general, eligible portfolio companies will comply with the following criteria:
 Companies which provide solutions to ensure access to safe drinking water
 Companies which comply with high water safety standards
 Companies whose products and services target people living below USD 8 per day 35
 Companies which are legally structured as a for-profit entities
 Operationally self-sufficient with a clear indication that full profitability (financial self-sufficiency) will be
achieved during the Investment Period;
 Externally audited and able to provide good quality financial reporting on a regular basis;
 Aligned or with intent to align with the Fund’s Impact Methodology
6.3 Type of Investments

W2AF will consider equity instruments or quasi-equity investments in water businesses. Investments can be made
by:
57
 Subscribing to newly issued shares (primary transaction); or

 Taking over existing shares from current shareholders (secondary transaction) when significant growth or
earnings potential is believed to exist
W2AF will target significant stakes of the institutions it invests in:
 The Fund will typically target minority stakes but can also acquire a majority or controlling stake. It will
however endeavour not to be the sole investor in an institution
 For all portfolio companies, the Fund will seek the option to nominate at least one member to the board of
directors of the portfolio company
 Potential Follow-on Investments can be set up with a portfolio company, during the Investment Period,
within two years after the end of the Investment Period and after the end of the Investment Periods using
the proceeds of a divestment, as defined in the Reinvestment section of the Summary of Principle Terms of
the Fund.
6.4 Diversification and Investment Restrictions

6.4.1 Regional Diversification
Investments will be diversified over the following four regions:
- Africa
- Southeast Asia and East Asia
- South Asia and Central Asia
- Latin America
Priority for investments is in Africa and Asia.
After the investment period, at least thirty percent (30%) of the Total Commitments will be invested in Africa, no
more than twenty percent (20%) of the Total Commitments will be invested in Latin America.
The Advisory Committee may decide to increase the maximum regional allocation for any region except Latin
America, up to 50% of the Total Commitments to the Fund.
6.4.2 Country Diversification

A maximum of 20% of the Benchmark Commitment may be invested in any one country. The Advisory Committee
may decide to increase this maximum country allocation up to 25% of the Benchmark Commitment to the Fund
except for India, in which case such limit shall be thirty per cent (30%) of the Benchmark Commitment..
6.4.3 Sub-sector Diversification

Investments will be diversified across water businesses in the following sub-sectors:
- Safe Water Enterprises (SWEs)
- Water purification technology companies
- Piped infrastructure
- Other businesses in the water access value chain
After the Investment Period, no more than twenty percent (20%) of the Total Commitments will be invested in
other types of water businesses, and no more than fifty percent (50%) of the Total Commitments in any one of the
other three sub-sectors.
58
6.4.4 Restrictions
The Fund shall not make any investments in any (i) publicly traded security, (ii) straight debt,(iii real estate asset, (iv)
company where such Investment may constitute an hostile ta entity or country that is not in compliance with the
Anti-Money Laundering and Combating the Financing of Terrorism Policy of the Management Company or with the
Environmental and Social Policy of the Fund.
6.5 Currency
The principal currency of funding is the EUR.
Investments will have the following characteristics:
- Denominated in local currency
- The return profile of these investments should compensate for potential local currency fluctuations.
6.6 Size
The amount invested by the Fund in respect of each Investment is expected to be between EUR 31m and EUR 86m
depending on the risk profile, the growth potential and the financial support needed throughout the company’s life.
The Fund will not invest an amount in excess of fifteen per cent (15%) of the Benchmark Commitments in the
securities of any single portfolio company.
However, the Fund may invest up to twenty per cent (20%) of the Benchmark Commitments in the securities of one
single portfolio company subject to obtaining the prior consent of the Advisory Committee.
The total acquisition costs of the three largest equity investments will not exceed the higher of a) EUR 30m or b)
forty percent (40%) of the Benchmark Commitments.
6.7 Tenor
The target holding period of an Investment is between five (5) and seven (7) years.
6.8 Return
The Fund will seek a fair and competitive rate of return on each Investment.
Furthermore, due considerations will also be given to particularly impactful investment opportunities that
demonstrate financial sustainability even if the expected return is below market.
Individual investees’ gross local currency IRR between fifteen twenty percent (2015%) to twenty five percent
(2520%) shall be foreseen depending on business model, country specificities and investment structure.
6.9 Timing
The Investment Period of the Fund is a maximum of five years after the First Closing Date.
Investments will be made during the Investment Period. Under the following circumstances equity investments may
occur after the Investment Period:
- If a legally binding commitment was entered into before the expiry of the Investment Period;
- For Follow-on Investments where a legally binding commitment is made within 2 years of the end of the
Investment Period, so long as the investments are limited to a maximum of 20% of the Aggregate Capital
Commitments of the Fund; and
- For Follow-on Equity Investments that will be realized using the capital gains of exits that have occurred within
59
the previous 12 months, as per the Reinvestment clause in Summary of Principal Terms of the Fund.
60
7. Term Sheet
7.1 Summary of Principal Terms of the Fund
The following is a summary of the principal terms of [Water Access Acceleration Fund] S.L.P. (the “ Partnership”) and
must be read in conjunction with the limited partnership agreement (statuts) of the Partnership (the “Agreement”).
Capitalised terms used but not otherwise defined herein shall have the meaning set out in the Agreement. This
summary should be read in conjunction with the full text of the Agreement and any ancillary agreements. In the
event of any discrepancy between the terms of this summary and the terms of the Agreement, the terms of the
Agreement shall prevail.
7.2 The Partnership
Partnership [Water Access Acceleration Fund] S.L.P., (the “Partnership”), a French

professional specialised fund (fonds professionnel spécialisé) formed as a
limited partnership (société de libre partenariat) governed by articles L. 214-
162-1 et seq. of the French Monetary and Financial Code.
General Partner The general partner (associé commandité) of the Partnership will be [W2AF
GP SAS], a simplified joint-stock company (société par actions simplifiée)
incorporated in France (the “General Partner”) and controlled by the
Management Company (as defined below).
Management Company The management company of the Partnership will be Incofin Investment
Management NV, a public limited company incorporated in Belgium and
licensed by the Belgian Financial Services and Markets Authority (Autorité
des Services et Marchés Financiers) to acts an alternative investment fund
manager under Directive 2011/61/EU of the European Parliament and of the
Council of 8 June 2011 on alternative investment fund managers (the
“Management Company”).
The Management Company will be appointed by the General Partner to act
as alternative investment fund manager of the Partnership and manage its
investments.
Incofin Investment Management NV is also the manager (gérant) of the
Partnership (the “Manager”).
Limited Partners The subscription for, or the acquisition of, shares in the Partnership is
reserved to Limited Partners who are both (i) Qualified Limited Partners and
(ii) Professional Clients.
A “Qualified Limited Partner” means a Limited Partner falling into one of the
following categories: (i) investors mentioned in part I of Article L. 214-144 of
the French Monetary and Financial Code, (ii) the manager (gérant),
management company (société de gestion), general partner (associé
commandité) or any company providing management assistance investing
directly or indirectly, as well as their officers (dirigeants), employees or any
individual or legal entity acting on their behalf, (iii) investors whose initial
subscription is greater than or equal to €100,000, or (iv) any other investors
as long as the subscription or acquisition is made in their name and on their
behalf by an investment services provider acting in the context of a portfolio
management investment service, under the conditions set out in Article L.
533-13 of the French Monetary and Financial Code and in Article 314-11 of
the General Regulations of the French Financial Markets Authority
(Réglement Général de l’Autorité des Marchés Financiers).
61
A “Professional Client” means a professional client within the meaning of

the Directive 2014/65/EU of the European Parliament and of the Council of
15 May 2014 on markets in financial instruments as transposed in Article L.
533-16 of the French Monetary and Financial Code.
Sponsor’s Commitment Danone S.A. (the “Sponsor”) will commit in total ten million (10,000,000)
euros to the Partnership. As part of that commitment, the Sponsor will
match Limited Partners’ commitments in B Shares up to a maximum of five
million (5,000,000) euros, the balance it will invest in A Shares.
Target Partnership Size The Partnership is seeking Commitments from Limited Partners aggregating
Minimum Commitments The minimum amount of the Commitment of A Limited Partners and B
Limited Partners is two hundred fifty thousandone million (1,00250,000)
euros. However, the Management Company reserves the right to accept
Commitments of a lower amount.
The Management Company’s The Management Company will commit to invest (directly or indirectly) in
Commitment the Partnership Commitments which are equal to at least one per cent (1%)
of the Total Commitments.
Closing(s) – minimum amount The first Limited Partners will be admitted on the “First Closing Date”. The
for First Closing Date minimum amount of the Total Commitments to reach the First Closing Date
is thirty million (30,000,000) euros (including the Commitments of the
Sponsor and the Management Company).
Additional closings (each such closing a “Closing”) may be held at the
discretion of the Management Company. The final Closing shall be no later
than twenty-four (24) months after the First Closing Date (the “Final Closing
Date”).
Term The Partnership will have a term of ten (10) years from the Final First Closing
Incorporation Date. The term of the Partnership may be extended, by the
Management Company, by two (2) one (1)-year period extensions subject to
a Limited Partners’ Special Consent.
“Limited Partners’ Special Consent” means the written consent (which may
consist of one or more documents each signed by one or more of the Limited
Partners) of the Limited Partners who hold Commitments which in aggregate
exceed sixty six two third per cent (66 2/3%) of Total Commitments, excluding
the Commitments of any Defaulting Limited Partners.
Currency The accounts of the Partnership will be expressed in euros. All distributions
made by the Partnership to Limited Partners and all payments by Limited
Partners into the Partnership will be in euros.
7.3 Investment Strategy
Investment Policy The principal purpose of the Partnership is to invest in businesses that
extend access to safe and affordable drinking water to low income
populations.
The Partnership will primarily invest, directly or indirectly, in equity capital or

quasi equity in innovative businesses across Africa, Asia, and selectively Latin
America.
62
The investment policy of the Partnership (the “Investment Policy”) is

included as Schedule 1 to the Agreement.
Diversification The Partnership will not invest an amount in excess of fifteen per cent (15%)
of the Total Commitments in the securities of any single Portfolio Company.
However, the Partnership may invest up to twenty per cent (20%) of the
BenchmarkTotal Commitments in the securities of one single Portfolio
Company subject to obtaining the prior consent of the Advisory Committee.
For the avoidance of doubt, such calculations shall be based on Total
Commitments of fifty million (50,000,000) euros until the Final Closing Date.
Investment Period The Limited Partners will have no obligation to fund Commitments for the
purpose of financing New Investments after the earlier of:
(i) the fifth anniversary of the First Closing Date; or
(ii) the date the Management Company may in its absolute discretion
determine by giving notice to all the Limited Partners that the
Investment Period has ended provided that an amount equal to at least
seventy five sixty per cent (7560%) of the Total Commitments has been
invested or committed to be invested (including amounts reserved to
make Follow-on Investments),
(such period being the “Investment Period”).
Notwithstanding the foregoing, the Limited Partners will have a continuing

obligation to fund Commitments after the end of the Investment Period only
for the purpose of:
(i) paying any obligation of or any of the expenses and liabilities of the
Partnership throughout the term of the Partnership, including the
Management Fee;
(ii) completing contracts or financing Investments in relation to which the
Management Company entered into a letter of intent, memorandum of
understanding, term sheet or any similar undertaking before the end of
the Investment Period; or
(iii) financing Follow-on Investments by the Partnership in existing Portfolio
Companies.
Co-Investment In the event that (i) an investment opportunity exceeds the investment
capacity of the Partnership (taking into account the investment limits of the
Partnership provided for in the Investment Policy) or (ii) the Partnership
would not be able to invest in, or acquire, such investment opportunity in
full, due in particular to regulatory, tax or investment constraints or the lack
of availability of capital, or (iii) the Management Company reasonably
determines that such investment opportunity would not be in the best
interest of the Partnership, the Management Company may, in its sole
discretion propose to Limited Partners and/or third parties to co-invest
alongside the Partnership in such investment opportunity.
Borrowings and Guarantees The Partnership may take out loans provided that the aggregate amount
from time to time of any Partnership borrowings shall not exceed fifteenten
per cent (150%) of the Total Commitments.
In addition, subject to applicable laws, the Partnership may give guarantees,
warranties and indemnities in connection with the acquisition, holding or
disposal of Investments.
63
7.4 Commitments, Drawdowns and Transfers
Shares Interests of Limited Partners will be represented by A shares, B shares and C

shares (the “A Shares”, “B Shares” and “C Shares” respectively, the “Shares”
collectively) issued by the Partnership.
A Shares entitle their holders to payment of the paid-up amount of their

shares, payment of the Preferred Return and payment of their portion of
distributions made by the Partnership beyond the Preferred Return. B Shares
entitle their holders to payment of the paid-up amount of their shares,
payment of the Preferred Return and payment of their portion of
distributions made by the Partnership beyond the Preferred Return. C Shares
entitle their holders to payment of the paid-up amount of their shares and
payment of their portion of distributions made by the Partnership beyond
the Preferred Return.
The subscription for C Shares will be opened only to the Management

Company, its Associates and the members of the Investment Team.
All Limited Partners must be both (i) Qualified Limited Partners and (ii)
Professional Clients to invest into the Partnership.
GP Share The Partnership will issue one (1) share to the General Partner (the “GP
Share”).
Drawdowns Commitments will be drawn down pro rata to complete Investments or to

provide for the Management Fee, expenses and obligations of the
Partnership with a minimum of ten (10) Business Days’ prior Drawdown
Notice to Limited Partners.
After the First Closing Date, the Management Company will call five per cent
(5%) of the Total Commitments to pay expenses of the Partnership and the
Management Fee for the first year of the Partnership’s operations.
Equalisation Limited Partners admitted to the Partnership subsequent to the First Closing
Date will contribute to the Partnership an amount equivalent to their
proportionate share of (i) the Management Fee, payable retroactively to the
First Closing Date (the “First Management Fee Payment”), (ii) organisational
and other expenses attributable to the Partnership, and (iii) the aggregate
cost of Investments previously made by Limited Partners admitted in prior
Closings, less their pro rata share of all distributions of earnings or profits
made to Limited Partners admitted in prior Closings (paragraphs (ii) and (iii)
being the “First Payment”).
In addition, such Limited Partners will be required to pay amounts equal to
interest at:
- EURIBOR three (3) months rate plus four hundred (400) basis points
per year compounded annually on the amount of the First
Management Fee; and
- EURIBOR three (3) months rate plus four hundred (400) basis points
per year compounded annually on the First Payment.
Default on Drawdown In the event that any Limited Partner fails to comply with a Drawdown
Notice (a “Defaulting Limited Partner”), interest will accrue on the amount
outstanding for the period from the payment date of the Drawdown Notice
up to the date of payment thereof at the rate of EURIBOR three (3) months
plus ten per cent (10%). If the unpaid amount, plus interest thereon, is not
64
paid within thirty (30) days, the Management Company will have the right to
do any of the following: (i) offering the whole or part of the share of the
Defaulting Limited Partner to such person as the Management Company
shall determine, (ii) imposing the compulsory redemption by the Partnership
of all or part of the shares of the Defaulting Limited Partner, (iii) taking any
action as to the Management Company may think necessary to enforce the
obligations of the Defaulting Limited Partner to make payment of any sums
required pursuant its Commitment.
Pending the Management Company exercising its discretion pursuant to
paragraph (i) to (iii), the Management Company shall be entitled to suspend
indefinitely the right of such Defaulting Limited Partner to receive any
distributions from the Partnership.
Non-defaulting Limited Partners may be required to advance additional
commitments to fund a shortfall in the amount called because of a default by
a Limited Partner.
Transfers and withdrawals No sale, assignment, transfer, redemption, donation, distribution 43,
testamentary disposition, dismemberment of ownership, securitisation,
exchange, contribution, pledge, mortgage, dividend and/or capital gains
sharing agreement (convention de croupier), other disposition or
encumbrance, or winding-up of a company followed by the transfer of its
assets and liabilities to its sole shareholder (transmission universelle de
patrimoine), any similar French of foreign mechanism, in any form
whatsoever (a “Transfer”) of all or any part of any Limited Partner’s shares,
shall be valid or effective except with the prior written consent of the
Management Company, which may be given or withheld at the sole and
absolute discretion of the Management Company. Costs of the Management
Company in approving a transfer will be borne by the transferee.
No Limited Partner may withdraw from the Partnership, except as provided
by applicable law or otherwise agreed with the Management Company.
7.5 Distributions
Distribution Policy If the proceeds of Investments received by the Partnership during a quarter
exceed the amount of one million (1,000,000) euros, the Management
Company shall distribute such proceeds of Investments as soon as
practicable after the relevant amounts have been received by the
Partnership after payment of the expenses and liabilities of the Partnership.
Reinvestment The Partnership shall be entitled to reinvest all or part of the Acquisition Cost
of any Investment realised or repaid in whole or in part provided that the
aggregate amounts invested by the Partnership including those amounts
reinvested pursuant this provision (excluding Short-Term Investments) shall
not exceed one hundred per cent (100%) of the Total Commitments.
43
The “Outstanding Commitments” means, in relation to any Limited Partner, the amount of its Commitment which, at the
relevant time, has been drawn down and has not been repaid (or deemed to be repaid) pursuant to the Agreement.
65
Distribution Waterfall Distributions by the Partnership will be made in the following order of
priority (after payment of the expenses and liabilities of the Partnership):
phase 1: to the A Limited Partners and the C Limited Partners until

Commitments;
phase 2: to the B Limited Partners until they have been paid an
phase 3: to the A Limited Partners and the B Limited Partners until
they have been paid an amount equal to fifty per cent (50%) of the
Preferred Return;
phase 4: payment of the Impact Performance Incentive into the
Impact Performance Incentive Reserve, up to a maximum of one
million two hundred fifty thousand (1,250,000) Euros;
phase 5: to the A Limited Partners and the B Limited Partners until
they have been paid an amount equal to the residual fifty per cent
(50%) of the Preferred Return;
phase 6: to the C Limited Partners until they have received
distributions equal to twenty per cent (20%) of (a) (y) the Preferred
this paragraph (vi) (if any), less (b) the Impact Performance Fee
Incentive;
phase 7: (y) eighty per cent (80%) to the A Limited Partners and B
Partners.
(i) phase 1: to the A Limited Partners and the C Limited Partners until
Commitments;
(ii) phase 2: payment of the Impact Performance Incentive into the

Impact Performance Incentive Reserve, one million two hundred
sixty-four thousand seven hundred five point eighty-eight
(1,264,705.88) Euros;
(iii) phase 3: to the B Limited Partners until they have been paid an
(iv) phase 4: to the A Limited Partners and the B Limited Partners until
66
they have been paid an amount equal to the Preferred Return;
(v) phase 5: to the C Limited Partners until they have received

distributions equal to twenty per cent (20%) of (y) the Preferred
this paragraph (v) (if any);
(vi) phase 6: (y) eighty per cent (80%) to the A Limited Partners and B
Partners.
Amounts distributed in accordance with paragraphs (i) to (vi) are allocated

to A Limited Partners, B Limited Partners and C Limited Partners pro rata to
the respective Commitments of the Limited Partners of the same category of
shares.
The GP Share shall be treated as an A Share for the purpose of any
distribution.
Preferred Return A Limited Partners will be entitled to a “Preferred Return”, which is an

amount equal to the amount computed by applying the Net IRR 44 of six per
cent (6%) (calculated on a three hundred and sixty five (365)-days basis) to A
Shares and B Shares with respect to the drawdowns and distributions made
in connection with A Shares and B Shares, for the period starting on the
payment date of each drawdown (or, for the first drawdown, the date of the
First Closing) and until the date of each repayment made to A Shares and B
Shares.
Reserve Account A Reserve Account will be established and maintained into which the Net
Proceeds which would have been distributed to the C Limited Partners will
be retained to be eventually distributed to the Limited Partners, as the case
may be, to ensure that the C Limited Partners do not receive distributions in
excess to twenty per cent (20%) of the Partnership Gain45.
44
The “Net IRR” means the annual internal rate of return (expressed as a percentage) which when applied as a discount rate to
the Ingoing Flows (as defined below) and Outgoing Flows (as defined below) gives the net present value of that set of cash flows
as zero (having adopted the convention of Outgoing Flows being negative and Ingoing Flows being positive) on the basis that
each of those cash flows is regarded as arising when the cash flow in question occurs or is deemed to occur.
“Ingoing Flows” means each single amount paid or deemed paid to the A Limited Partners and the B Limited Partners, as the
case may be, by the Partnership, including the Investments distributed in kind, temporary payments (i.e. Temporary Distributions
and Temporary Repayments, together the “Temporary Payments”)), but excluding any subscription premium paid to the existing
Limited Partners by the new Limited Partners entering as part of a subsequent closing .
“Outgoing Flows ” means each single amount paid or deemed paid to the Partnership by the A Limited Partners and the B
Limited Partners, as the case may be, including all repayments to the Partnership of any Temporary Payments, but excluding (i)
any subscription premium paid to the existing Limited Partners by the new Limited Partners entering as part of a subsequent
closing, and (ii) any default interest paid by a Defaulting Limited Partner.
45
“Partnership Gain” means, at any time the following amount, where it is positive:
(a) the aggregate amount paid or deemed paid to the A Limited Partners, the B Limited Partners and the C Limited
Partners by the Partnership, including Investments distributed in kind pursuant to the Agreement and all Temporary
Payments; plus
(b) the Retained Amount ; less
(c) the aggregate amount paid to the Partnership by the A Limited Partners, the B Limited Partners and the C Limited
Partners, including all repayments to the Partnership of Temporary Payments, but excluding any (i) subscription
67
Impact Performance Incentive All amounts distributable pursuant to the paragraph (ii) of the Distribution
Reserve Waterfall will be allocated to a dedicated holding account (the “Impact
Performance Incentive Reserve”) and will be kept until the liquidation of the
Partnership.
On the Final Liquidation Date the Impact Performance Incentive will be paid
to the Management Company, subject to the following provisions:
 if on the Final Liquidation Date, the A, B & C Limited Partners and C
Limited Partners have not received distributions equal to their
Outstanding Commitments, any amount in the Impact Performance
Incentive Reserve will be distributed to the A, B & C Limited
Partners and C Limited as foreseen in the waterfall Partners on a
pari passu basis and pro rata to their respective Commitments in
each class of Shares until they have received an amount equal to
their Outstanding Commitments,
 in the event any amount remains in the Impact Performance
Incentive Reserve after the payment of the Impact Performance
Incentive and that such amount corresponds to the Preferred
Return, it will be allocated to the B Limited Partners, and
 in the event any amount remains in the Impact Performance
Incentive Reserve after the payment of the Impact Performance
Incentive and that such amount corresponds to the Preferred
Return, it will be allocated in line with the waterfall to the holders of
the A Limited Partners and the B Limited Partners on a pari passu
basis and pro rata to their respective Commitments.
Distributions in specie Subject to the Agreement, the Management Company may at any time make
distributions of the Partnership Assets in the form of cash or of listed
securities with or without redemption of shares.
7.6 Fees, Expenses and Indemnification
Management Fee The Management Company will receive from the Partnership:
(i) during the Investment Period, an annual Management Fee equal to (y)
two per cent (2%) (excluding VAT) per annum of the Total
Commitments of A1 Limited Partners and B Limited Partners for the
portion of the Total Commitments of A1 Limited Partners and B Limited
Partners less than or equal to fifty million (50,000,000) euros, and (z)
one point five per cent (1.5%) (excluding VAT) per annum of the Total
Commitments of A1 Limited Partners and B Limited Partners for the
portion of the Total Commitments of A1 Limited Partners and B Limited
Partners greater than fifty million (50,000,000) euros;
(ii) after the Investment Period, an annual Management Fee equal to two
per cent (2%) (excluding VAT) per annum of the Invested Amount, less
the Acquisition Cost of the Investments that have been repaid,
transferred or entirely written-off.
premium paid to the existing Limited Partners by the new Limited Partners entering as part of a subsequent closing and
Fee Premium, and (ii) late interest or other amount paid by a Defaulting Limited Partner as a result of its default
pursuant to the Agreement.
“Retained Amount” means the Net Proceeds which would have been distributed to the C Limited Partners pursuant to
paragraphs (iv) and (v) of the Distribution Waterfall.
68
It is specified that the C Limited Partners will not bear the payment of the
Management Fee.
On the day the Management Company announces the Partnership’s

dissolution, the Management Company will convene the Advisory
Committee and propose that the Limited Partners, ruling by an Limited
Partners’ Ordinary Consent, determine the amount of the annual
Management Fee applicable until the Final Liquidation Date.
“Limited Partners’ Ordinary Consent” the written consent (which may

consist of one or more documents each signed by one or more of the Limited
Partners) of Limited Partners who hold Commitments which in aggregate
exceed fifty per cent (50%) of Total Commitments, excluding the
Commitments of any Defaulting Limited Partners.
Impact Performance Incentive At the liquidation of the Partnership, the Management Company will receive
from the Partnership a fee (the “Impact Performance Incentive”) calculated
using the following formula:
Impact Performance Incentive=1 million EUR∗[ ( 0,5∗[min ( actual¿ L∈2025, billi

billion L
“L” = litres of drinkable water
It is specified, for the avoidance of doubt, that the Impact Performance

Incentive shall not exceed one million two hundred sixty-four fifty thousand
seven hundred five point eighty-eight (1,25064,000705.88) euros.
Transaction Fees and Transaction Fees46, Investment Related Fees47 and/or other fees directly
Investment Related Fees related the Investments of the Partnership earned and retained by the
Manager, the Management Company, the General Partner and/or any of
their respective Associates will be credited against and reduce the
Management Fee.
If the Manager, the Management Company, the General Partner, any of their
respective Associates, and/or any of their respective officers and employees
have received a Fees Amount for the current Accounting Period, the
Management Fee payable for the following Accounting Period will be
reduced by the entire Fees Amount.
Preliminary Expenses The Partnership will bear all of the preliminary expenses incurred in relation
to or in connection with the creation and marketing of the Partnership
(excluding any VAT) that can only be rendered by third party providers, for up
46
“Transaction Fees” means the share (corresponding to the share of the investment made by the Partnership in relation to the
total investment by the Partnership and any co-investors in the relevant Portfolio Company) of all fee income received by the
Manager, the Management Company, the General Partner and/or any of their respective Associates, in connection with
transactions carried out by the Management Company and/or the Manager on behalf of the Partnership, including arrangement
fees, commitment fees and negotiation fees, amounts paid as fees associated with transactions which are not carried out and
any fees received during the holding of a Portfolio Company (such as monitoring fees and directors’ fees).
47
“Investment Related Fees” means all agency, directors’ fees and benefits, monitoring fees and management fees received by
the Manager, the Management Company, the General Partner, or any of their respective Associates and/or any of their
respective officers, directors or employees directly in connection with the holding of an Investment by the Partnership and
charged to a Portfolio Company
69
to one point five per cent (1.5%) of the Total Commitments, including legal,
tax and accounting expenses, marketing and promotional expenses
(including printing, postage and expenses relating to obtaining the European
passport for marketing purposes), travel expenses, and Auditors’ and
consultants’ fees.
The Sponsor and the Manager may agree, on a case by case basis, to hire
placement agents, brokers and intermediaries to ease the fundraising;
associated fees would be borne by the Fund.
Other Expenses The Partnership will bear all expenses, direct or indirect, incurred in relation
to the administration and business of the Partnership (together with any VAT
thereon which shall be payable in addition). Such expenses will include:
insurance premiums (including insurance covering any liability of corporate
officers and employees of the Management Company or any third party
appointed as manager, director, or member of the management board
(directoire) or supervisory board (conseil de surveillance) of portfolio
companies (or any equivalent position)), legal and tax fees of the
Partnership’s advisors, administrative and accounting fees (including fees
relating to the Partnership’s reporting in relation to its obligations under
Directive 2011/61/EU on alternative investment fund managers), fees of the
Central Administration Agent, Depositary’s fees, Auditors’ and valuers’ fees,
fees owed to the relevant supervisory authorities, litigation costs, except for
expenses incurred as part of disputes within the Management Company,
advertising costs, costs of printing and circulating reports, notices and other
communications to Limited Partners, costs incurred in relation with the
Partnership’s General Partner of the Partnerships’ manager (gérant) or the
Advisory Committee (including any reasonable expenses incurred by the
members of (i) the Partnership’s General Partner, (ii) the Partnerships’
manager (gérant) or (iii) the Advisory Committee), costs associated with
meetings of the Partners or the Advisory Committee and the reports
prepared on their behalf, bank charges, interest on borrowings, and
expenses in connection with hedging transactions.
The total amount of these above-mentioned expenses (excluding tax and

fees and costs payable to the Partnership’s Central Administration Agent,
Depositary and Auditor) may not annually exceed zero point four per cent
(0.4%) of the Total Commitment per Accounting Period, except with the
Advisory Committee’s prior favourable opinion.
The Partnership shall bear all out-of-pocket costs and expenses incurred with
regard to in sourcing, negotiating, completing, monitoring, protecting and
disposing of the Partnerships’ Investments, including, but not limited to, any
finder’s fees or similar referral fees, any commercial, financial,
environmental, social, labour, tax, accounting and legal advisory, due
diligence and consulting expenses, and travel costs, incurred in connection
with the Partnership’s Investments (subject to any reimbursement of such
costs and expenses by the Portfolio Companies).
The Partnership shall not be responsible for disbursements in respect of:

a. overheads of the General Partner or of the Management Company
properly payable by the General Partner from the General Partner’s
remuneration or the Management Company from the Management
Fee including remuneration and expenses paid to their employees,
70
rent, entertainment, office furniture, fixture, computer equipment

and utilities expenditure, investment committee costs and
consultant fees; or
b. expenses recovered from companies or other entities in which the
Partnership has made (or proposes to make) an Investment; or
c. organizational expenses and/or broken deal costs in excess of the
cap mentioned in clause 8.1 (c)-; or.
d. costs of Partnership reporting; or
e. general strategy and marketing/public relation costs; or
f. expenses related to the Management Company’s or the members of
the Investment Team’s investment in the Partnership; or
g. costs of meeting regulatory compliance requirements of the
Management Company and its Associates; or
h. dissolution and liquidation costs of any Affiliated Fund.
Indemnification The General Partner, the Manager, the Management Company and their
respective Associates (each an “Indemnified Person”) and their respective
officers, directors, shareholders, agents, members, advisers, consultants,
partners, employees, any person nominated by the Partnership or the
Management Company (or any Associate) to be a director to the boards or
equivalent positions of Portfolio Companies (“Nominated Director”) or any
duly appointed members of the Advisory Committee (each an “Indemnified
Individual”) shall be indemnified and held harmless out of Partnership
Assets against any and all liabilities, actions, proceedings, claims, costs,
demands, damages and expenses (including legal fees) incurred, threatened
or arising in connection with the services provided by any of them or their
activities in relation to the operation, business or activities of the Partnership
provided however that any Indemnified Person shall not be so indemnified
with respect to any matter resulting from their fraud (fraude), gross
negligence (faute lourde), wilful misconduct (dol) or from a criminal offence
(infraction pénale), in each case as determined by a final determination by
an appropriate court of law.
Limited Partner Giveback The Limited Partners may be required to repay to the Partnership in
proportion to their respective Commitments, as an addition to or to create
an Outstanding Commitment, any amount distributed to them pursuant to
the Agreement to the extent such amounts are required by the Partnership
to satisfy any indemnity or to pay any debt or charges linked to a dispute or a
claim in which the Partnership is concerned, provided that the amount
recalled from a Limited Partner shall be limited to twenty five per cent
(205%) of the Commitment of such Limited Partner and provided further
that no Limited Partner shall be obliged to re-advance more than three (3)
years following the date of such distributions, and, in any event, such
distributions should only be recallable within a maximum period of two (2)
years after the Final Liquidation Date.
7.7 Governance, Limited Partner Protection and Reporting
Voting Mechanism The voting rights of the Limited Partners will be pro rata to their
Commitment in the Partnership.
Partners’ Meetings The Management Company will convene annual meetings of the Partners
and may, whenever it thinks fit, convene other meetings of the Partners.
71
Conflict of interests The Management Company and the Fund will comply with the provisions of
Regulation of Ethics of France Invest and AFG (Règlement de déontologie de
France Invest et de l’AFG), as well as the Management Company’s internal
conflict of interests policy.
Advisory Committee Membership:

At the latest after the Final Closing Date, the Partnership shall have an
Advisory Committee composed of a maximum of five (5) members who will
be senior industry professionals. The Advisory Committee will be made up of
four (4) representatives of Limited Partners (excluding the Sponsor) with the
highest Commitments having notified the Management Company of their
desire to participate therein and one (1) representative of the Sponsor acting
as the chairman of the Advisory Committee. The Management Company in
its absolute discretion shall have the power to determine the memberships
of the Advisory Committee.
Functions:
The function of the Advisory Committee shall be to be consulted by the
Management Company on potential or actual conflicts of interest in respect
of the Partnership, supervise Partnership management activities, approve
the annual budget of the Partnership, control financial and impact reporting,
advise on the extension of the Investment Period or the scheduled lifetime
of the Partnership, approve waivers in case of breaches of the Partnership’s
terms and conditions, provide guidance in the execution of the Investments
and divestment strategies, resolve conflicts of interest and advise on the
valuation of the Investments, or any other subject determined by the
Management Company. The members of the Advisory Committee shall not
take part in the management (acte de gestion) of the Partnership.
Except as otherwise provided in the Agreement, the decisions taken by the
Advisory Committee shall not be binding on the Management Company
and/or the Manager, except for any decisions in relation to conflicts of
interests or where the Agreement expressly so provide.
Convening of meetings:
The Management Company shall, at its sole discretion, convene meetings of
the Advisory Committee.
Key Persons As of the First Closing Date, the Key Persons will be:
 Dina Pons, for the Term of the Partnership;
 Loïc de Cannière, during the Investment Period;
 Antoine Raes, for the Term of the Partnership;
 Wanjiru Waithaka, for the Term of the Partnership; and
 any additional Key Person of any replacement Key Person(s) as may
be appointed in the manner described below.
During a period of twenty-four (24) months after the First Closing Date, upon
proposal of the Management Company, the Advisory Committee may decide
to include one (1) additional person to the list of Key Persons appointed at
the First Closing Date.
A Key Persons Event means if (a) during the Investment Period, the fact (i)
for one (1) of Key Person (other than Dina Pons) to cease to devote
substantially all of his or her professional time to the management of the
Partnership and any Successor Fund or (ii) for Dina Pons, to cease to devote
72
a majority of her professional time to the Partnership or to the Successor

Fund, and (b) from the Cut-off Date until the Final Liquidation Date, the fact
for two (2) Key Persons to cease to devote an appropriate amount of time to
the management of the existing portfolio of the
Partnership
Until the end of the Investment Period, if (i) one (1) of the Key Person , in the
event two (2) Key Persons have been appointed, or (ii) two (2) Key Persons,
in the event three (3) Key Persons have been appointed, cease(s) to be
associated with the Management Company (the “Key Person Event”), the
Management Company shall promptly notify the Advisory Committee and
inform them of (i) the identity of the Key Person(s) who have ceased to be
associated with the Management Company, and (ii) the date of the
occurrence of such Key Person Event.
Upon the occurrence of a Key Person Event (as notified by the Management
Company), the Management Company will have six (6) months from the date
of the occurrence of such Key Person Event to appoint a qualified
replacement for such Key Person(s) with the approval of the Advisory
Committee ruling by a Qualified Majority (the “Agreed Replacement(s)”), it
being specified that such six (6)-months period could be extended by the
Management Company for one (1) additional six (6)-months period subject
to the prior approval of the Advisory Committee. In any event, the Agreed
Replacement shall be notified to the Limited Partners.
From the date of occurrence of a Key Person Event (as notified by the
Management Company to the Advisory Committee) and until the date of
appointment of the Agreed Replacement(s), the Investment Period shall be
suspended and the Partnership shall immediately cease making any New
Investments, Follow-On Investments, or divestments. The Investment Period
shall stand suspended, with the exception of:
 any Investments which have been approved by the Management
Company’s investment committee and for which the Partnership
entered into a letter of intent, memorandum of understanding,
term sheet or any similar undertaking; and
 any additional Investments in existing Portfolio Company to
preserve, protect or enhance the Value of such existing Investment.
After the appointment of the Agreed Replacement(s), the Partnership may
resume making any Investments in accordance with the Agreement.
If a Key Person Event occurs and the Management Company has not
appointed the Agreed Replacement(s) within the aforementioned six (6)-
months period (as extended, as the case may be) from the date of the
occurrence of the Key Person Event (as notified by the Management
Company to the Advisory Committee) or if the Management Company has
not obtained the approval of the Advisory Committee, the Management
Company shall submit to a vote of the Limited Partners, acting by a Limited
Partners’ OrdinarySpecial Consent, the following options: (i) terminate the
Investment Period and restore the capacity of the Partnership to make New
Investments, Follow-on investments and divestments, (ii) transfer the
management of the Partnership to a new management company, or (iii)
dissolve the Partnership.
73
In the case of transfer of the management of the Partnership to a new

management company, the C Limited Partners will retain their rights and
obligations as described in the Agreement in respect of the C Shares held on
the Key Person Transfer Date and the carried interest shares in respect of any
Investment made by the new management company after the Key Person
Transfer Date will be issued by an Alternative Investment Vehicle.
If following the Limited Partners’ vote:

 the Investment Period is terminated, the Partnership will pay to the
Management Company the annual Management Fee applicable
after the Investment Period; or
 the Partnership is dissolved, the Partnership will pay to the
until the Final Liquidation Date.
No fault removal Subject to the Limited Partners’ Special Consent, the Partnership may
request the transfer of the management of the Partnership to a new
management company by delivering a prior written notice of sixty (60) days
to the Management Company.
The Management Company shall continue to be the management company

of the Partnership for a period of twelve (12) months starting after the expiry
of the aforementioned sixty (60)-days period (the “12 Months’ Notice
Period”). However, Limited Partners (ruling by the Limited Partners’ Special
Consent) whose aggregate Commitments equal or exceed two third (2/3) of
the Total Commitments may request the immediate transfer of the
management of the Partnership to a new management company, subject to
the payment to the Management Company of an amount equal to the
Management Fee payable for a period of twelve nine (912) months in lieu of
the 12 Months’ Notice Period.
During the 12 Months’ Notice Period, the Investment Period shall be

suspended and the Partnership shall immediately cease making any New
Investments, Follow-On Investments or divestments. The Investment Period
shall stand suspended until the transfer of the Partnership’s management to
a new in accordance with the aforementioned provisions or the vote of the
Limited Partners, with the exception of any Investments which have been
approved by the Management Company’s investment committee and for
which the Partnership entered into a letter of intent, memorandum of
understanding, term sheet or any similar Non-Binding Undertaking or a
written legally binding undertaking
; and
any additional Investments in existing Portfolio Company to preserve, protect
or enhance the Value of such existing Investment.
In the case of transfer of the management of the Partnership to a New

Management Company:
 the Management Company shall be entitled to receive
Management Fee accrued and not paid up to the No-Fault Transfer
Date; and
 the C Limited Partners will retain their rights as described in the
Agreement in respect of the C Shares held on the No-Fault Transfer
Date and the carried interest shares in respect of any Investment
74
made by the New Management Company after the No-Fault

Transfer Date will be issued by an Alternative Investment Vehicle.
In the event the Limited Partners do not decide to transfer the management
of the Partnership to a New Management Company, the Limited Partners,
acting by a Limited Partners’ Ordinary Consent, may request the
Management Company to submit to a vote of the Limited Partners the
following options, subject to a Limited Partners’ Special Consent: (i)
terminate the Investment Period, or (ii) dissolve the Partnership.

Fault removal If the event of a Fault48, as determined by the Limited Partners, committed
by the Management Company or, as the case may be, one of the Key Person,
the Limited Partners whose aggregate commitments equal or exceed fifty
per cent (50%) of the Total Commitments may require the Management
Company, by delivering a prior written notice of sixty (60) days to the
Management Company, to propose a solution to remedy the consequences
of the Fault.
The Management Company shall, within thirty (30) Business Days from the
receipt of the aforementioned written notice, notify the Limited Partners of
the measures taken to remedy the consequences of the Fault to the
Partnership and the solution proposed to remedy such consequences.
The Limited Partners shall then have thirty (30) Business Days to notify to
Tthe Management Company shall of their agreement on the measures taken
or the solution proposed or their disagreement. In the event of
disagreement, the Limited Partners may request the Management Company
to submit to a vote of the Limited Partners the following options, subject to a
Limited Partners’ Special Ordinary Consent: (i) terminate the Investment
Period, (ii) transfer the management of the Partnership to a New
Management Company, or (iii) dissolve the Partnership. If none of the three
options above have received a Limited Partners’ Ordinary Consent, the
Partnership shall be automatically terminated (dissous) prior to its Term and
liquidated.
In the case of transfer of the management of the Partnership to a New

Management Company:
 the Management Company shall be entitled to receive
Management Fee accrued and not paid up to the Fault Transfer
48
“Fault” means (i) any breach by the Management Company or the Key Persons of the Material Provisions of the Agreement (as
defined therein) and/or the laws and regulations applicable to the Management Company or the Partnership, (ii) any fraud, gross
negligence, wilful misconduct or criminal offences by the Management Company (including any employee thereof acting on its
behalf) or the Key Persons in connection with the management activity of the Partnership, (iii) the withdrawal by the Belgian
Financial Services and Markets Authority of the Management Company’s approval as an alternative investment fund manager,
and (iv) the insolvency of the Management Company.
75
Date; and
 the C Limited Partners shall transfer all C Shares to the New
Management Company.

Change of Control Upon the occurrence of a transaction resulting in (i) any person or group of
persons acting in concert (other than Incoteam CVBA) gaining direct or
indirect control of the Management Company, and/or (ii) the Management
Company, its Associates or members of the Investment Team employed by
the Management Company, ceasing to hold collectively, directly or indirectly,
more than fifty per cent (50%) of the C Shares (a “Change of Control”), the
Management Company shall submit to a vote of the Limited Partners the
following options, subject to a Limited Partners’ Special Consent: (i)
terminate the Investment Period, (ii) transfer the management of the
Partnership to a new management company in accordance with the
procedures set forth for a no fault removal, or (iii) dissolve the Partnership.

Successor Fund The Management Company shall not, without the prior approval of the
Advisory Committee, create, manage or advise any new fund or third-party
account the investment criteria of which are substantially similar to those of
the Partnership (a “Successor Fund”) (other than, for the avoidance of
doubt, a co-investment fund) before the earliest of the following dates:
i. the end of the Investment Period; or
j. the date on which sixty seventy five per cent (7560%) of the Total
Commitments has been invested or allocated to specific
Investments for which commitment letters have been signed; or
k. the Partnership’s dissolution.
Amendments to the Any proposal to amend the Agreement, except changes as set forth in the
Agreement Agreement, will be made at the initiative of the Management Company and
will be submitted to the Limited Partners for a vote.
In this respect, the Management Company will send each Limited Partner a
description of the proposed amendment together with any document that
the Management Company deems appropriate for the Limited Partners'
information.
Except where the Agreement specifies a different majority, any amendment
of the Agreement will require a Limited Partners’ Special 85% threshold
Consent and the consent of the General Partner.
Valuation Entry Valuation: when prospecting or considering an investment opportunity
76
the Management Company will follow the commonly used valuation

methodologies in valuing businesses or enterprises. These would include
peer group comparison with discounts (as may be applicable or necessary)
for size / illiquidity, discounted cash flow methodology, examples from recent
transactions, etc. Valuations given to potential target companies at the time
of investment commitment would be guided by prevailing market trends,
events in the relevant industry, general economic trends, and practices
normally adopted by peer firms.
Valuation of Investments: The valuation of the Investments of the
Partnership will be prepared by the Management Company in accordance
with the current International Private Equity and Venture Capital (“IPEV”)
Valuation Guidelines published by the IPEV Board.
Reporting to Limited Partners The Management Company will provide an annual report to the Limited
Partners together with the annual accounts of the Partnership for each
accounting period in accordance with the accounting policy of the
Partnership. The Management Company shall cause such accounts to be
audited by the Auditor.
In addition, the Management Company will prepare and make available to
each Limited Partner a half-yearly financial statements on the Investments,
other Partnership asset, as well as descriptive information on the Portfolio
Companies and the Investments acquired and sold and their development
outlook.
Confidential Information All written or oral information communicated to Limited Partners relating to
the Partnership, the Management Company, the Portfolio Companies and
the Limited Partners, in particular the information appearing in the reports,
communicated at consultations or meetings of the Advisory Committee or
meetings of the Partners will be maintained on a strictly confidential basis,
except as provided for by law or in the Agreement.
7.8 Tax, Regulatory And Legal Provisions
Governing law and jurisdiction The rights, obligations and relationships of the partners will be governed by
French law and the French courts shall have exclusive jurisdiction to settle
any claims, actions, or disputes arising in connection with or relating to the
Partnership, the subscription or the acquisition of Shares.
Certain Tax Considerations The taxation consequences for Limited Partners of investing in the
Partnership will depend on their individual circumstances and each
prospective investor is advised to consult its own tax adviser as to the tax
implications of doing so.
France Funds set up in the form of Sociétés de Libre Partenariat are assimilated to
Fonds Professionnel de Capital Investissement for French income tax
purposes. The Partnership itself will therefore not be subject to French
income tax in respect of income it will receive and capital gains it will realize.
Limited Partners will be taxable in respect of their share of the profits earned
by the Partnership. Modalities of taxation will depend on the status of each
Limited Partners, as well as on the nature and source of such profits. The
Partnership may have to withhold French taxes on certain distributions made
to the Limited Partners.
Legal & Tax Counsel Goodwin Procter (France) LLP
77
12, rue d’Astorg

75008 Paris
France
Central Administration Agent [●]
Auditor [●]
Depositary [●]
7.9 Structure of Technical Assistance Facility
The following is a summary of the principal terms of the technical assistance facility (the “TAF”) dedicated to
the investments of the Partnership and must be read in conjunction with the technical assistance fiduciary
agreement (the “TAF Agreement”). Capitalised terms used but not otherwise defined herein shall have the
meaning set out in the TAF Agreement. This summary should be read in conjunction with the full text of the TAF
Agreement. In the event of any discrepancy between the terms of this summary and the terms of the TAF
Agreement, the terms of the TAF Agreement shall prevail.
Set up The TAF will be set up a contractual fiduciary structure separate from the
Partnership.
The TAF Agreement will be entered into between:

 Incofin Investment Management NV as the TAF Manager;
 the Donors;
 a third party service provider as the Fiduciary Bank; and
 the Partnership.
The Donors will become a party to the TAF Agreement by signing a Donation
Addendum. Each Donation Addendum will specify the specific terms and
conditions applicable to the Donation of each Donor, whereas the general
terms and conditions will set forth in the TAF Agreement.
The Fiduciary Bank will open a separate fiduciary account for each Donor; it
will operate each fiduciary account in accordance with the TAF Agreement
and the specific Donation Addendum.
The TAF manager will be responsible for the operational management of the
TAF, including set-up, fundraising, administration, etc. The TAF Manager will
also source and present the TA Projects for approval. It will lead the
selection of independent service providers who will deliver the TA Services. It
will oversee the implementation of the TA Projects.
Purpose of the TA Projects In order to enhance the impact of the Partnership, the TAF will provide
capacity building support to the Partnership’s investees and potential
investees in their development and growth as well as to prepare and protect
the Partnership’s investments, if necessary.
TAFCOM The governing body of the TAF will be the Technical Assistance Facility
Committee (“TAFCOM”).
The TAFCOM will be responsible for the provision of strategic guidance to the
TAF. Its main powers will include:
 approval of the TAF operating guidelines;
78
 approving the annual operating plan (incl. the project pipeline) and
the annual financial plan;
 approving the TA Project Proposals; and
 evaluating the performance of the TAF Manager by reviewing the
TAF monitoring and audit reports.
The TAFCOM will be composed of the representatives of the largest donors

and the Partnership, who will be appointed by the TAF Manager.
The investment committee of the Partnership can recommend the provision

of technical assistance support to the portfolio companies. Regular feedback
on the TAF in the form of monitoring reports, updates during the IC meetings
will be provided. Similar feedback will be shared with the Advisory
Committee of the Partnership.
Fee of the TAF Manager 10% of the amount disbursed per TA Project. The TAF Manager’s fee is
payable by the Donors (pro rata their part in the total amount of the
Donations).
Expenses The Donors (pro rata their part in the total amount of the Donations) will
bear all expenses, direct or indirect, incurred in relation to the administration
and management of the TAF (together with any VAT thereon which shall be
payable in addition). Such expenses will include: insurance premiums, legal
and tax fees of the TAF’s advisors, administrative and accounting fees,
Fiduciary Bank’s fees, auditors’ fees, costs of printing and circulating reports,
notices and other communications to the Donors costs incurred in relation
with the TAFCOM (including any reasonable expenses incurred by the
TAFCOM members, bank charges).
79
8. Certain tax considerations
The following summary briefly describes the main French tax rules applicable to the Partnership and its A Limited
Partners and B Limited Partners (but excluding the C Limited Partners) under the laws and regulations in force on
the date of this Preliminary Memorandum.
This summary is not intended as a substitute for careful tax planning. Accordingly, prospective investors are strongly
urged to consult their own tax advisers to determine the tax implications of their potential investment in the
Partnership in light of their specific situations.
8.1 General comments

The Partnership is a professional specialized fund set up under the form of a société de libre partenariat (“SLP”). The
Partnership has a distinct legal personality.
The tax regime of the SLP is determined by “assimilation” with the tax regime of the fonds professionnel de capital
investissement (FPCI) set up under the form of a fonds commun de placement49.
As a result, the Partnership is not itself subject to any taxation. Investors are taxable as described below in
respect of gains realized by the Partnership (net of management fees and other Partnership expenses).
It is assumed that:
 the Partners will not be set-up, domiciled or established in a non-cooperative state or territory 50 and will
not receive sums or values to which their Partnership shares will entitle them on bank accounts open in
such a state or territory;
 the Partners will not subscribe to or acquire their Partnership shares through a trust or similar arrangement
which may be subject to filing requirements in France 51.
 No registration duty (droit d’enregistrement) or transfer tax (droit de mutation) is due upon issuance or
transfer of the Partnership shares52.
8.2 French tax resident individual investors

No tax is due when the Partnership receives ordinary income deriving from its investments (e.g. dividends, interest).
Capital gains realized by the Partnership are also not immediately taxable, provided that no individual (together
with his/her family members) owns directly or indirectly more than 10% of the Partnership’s shares. 53
Subject to the above, taxation is therefore deferred until the Partnership makes a distribution (of income, capital
gains or assets), or the Partners dispose of their Partnership shares.
8.2.1 Distributions made by the Partnership
49
Article 1655 sexies A of the French tax code. On the date of this information memorandum, the French tax authorities have
not published their guidelines on the SLP yet. The following is therefore based on the assumption that the SLP is fully
assimilated to a fonds professionnel de capital investissement for the purpose of taxation of its profits and of those of its
shareholders.
50
As defined in article 238-0 A of the French tax code.
51
In application of the specific rules set forth under article 1649 AB of the French tax code.
52
Articles 832 and 730 quater of the French tax code.
53
Article 150-0 A , III, 2 of the French tax code.
Distributions of income54
Distributions of income made by the Partnership are generally subject to personal income tax at a flat rate of
12.8%55 (to which a contribution on high income of 3% and/or 4% may be added 56). Various social contributions also
apply at an overall rate of 17.2%57.
Distributions of capital gains58
Distributions of capital gains made by the Partnership are generally subject to the same regime (application of
personal income tax at a flat rate of 12.8%, of the contribution on high income of 3% and/or 4%, as the case may be,
and of various social contributions at an overall rate of 17.2%).
Distributions of assets59
Distributions of assets are taxable only for the portion exceeding the amount of capital contributions actually paid-
up by the Partners – or the acquisition price of their shares as the case may be – as reduced by prior distributions of
assets, if any.
The taxable portion of distributions is generally subject to the same regime (application of personal income tax at a
flat rate of 12.8%, of the contribution on high income of 3% and/or 4%, as the case may be, and of various social
contributions at an overall rate of 17.2%).
8.2.2 Disposal of Partnership shares60
Capital gains realized by Partners upon disposal of their Partnership shares are equal to the difference between the
sale price of the shares and their subscription or acquisition price, as reduced by the untaxed portion of prior
distributions, if any.
Such capital gains are generally subject to the same regime (application of personal income tax at a flat rate of
12.8%, of the contribution on high income of 3% and/or 4%, as the case may be, and of various social contributions
at an overall rate of 17.2%).
8.3 Corporate investors subject to French corporate income tax

No tax is due when the Partnership receives ordinary income deriving from its investments (e.g. dividends, interest)
or realizes capital gains.61
Subject to the application of the marked-to-market rule described below, taxation is therefore deferred until the
Partnership makes a distribution (of income, capital gains or assets), or the Partner dispose of their Partnership
shares.
8.3.1 Marked-to-market rule62
Save for certain exceptions63, corporate investors must in principle include every year in their taxable income their
respective share of the unrealized profits/losses of the Partnership (so-called “marked-to-market rule”), even in the
absence of any distribution by the Partnership.
54
Article 137 bis of the French tax code.
55
Article 200 A, 1 of the French tax code. Taxpayers may alternatively elect to apply personal income tax at progressive rates
(articles 200 A, 2 and 197 of the French tax code).
56
Article 223 sexies of the French tax code.
57
Articles 235 ter, 1600-0 C à 1600-0 E et 1600-0 G à 1600-0 J of the French tax code.
58
Article 150-0 A, II, 7 bis of the French tax code.
59
Article 150-0 A, II, 7 of the French tax code.
60
Article 150-0 A, I of the French tax code.
61
Article 38, 5-1° of the French tax code.
62
Article 209-0 A of the French tax code.
63
Applicable for example to certain types of investors (e.g. certain life-insurance companies).
Distributions of income64
Distributions of income made by the Partnership are generally subject to corporate income tax at the standard rate
(currently between 28% and 31% 65 subject to certain exceptions) and, as the case may be, to applicable additional
contributions66.
Distributions of capital gains42
Distributions of capital gains made by the Partnership are generally subject to the same regime (application of
corporate income tax at the standard rate and, as the case may be, to applicable additional contributions).
Distributions of assets42
Distributions of assets made by the Partnership are generally subject to the same regime (application of corporate
income tax at the standard rate and, as the case may be, to applicable additional contributions).
8.3.3 Disposal of Partnership shares67
Capital gains realized by the Partners upon disposal of their Partnership shares are equal to the difference between
the sale price of the shares and their subscription or acquisition price, as reduced by the untaxed portion of prior
distributions, if any, and as increased/reduced by unrealized losses/profits already deducted/taxed in application of
the market-to-market rule as the case may be.
Such capital gains are subject to French corporate income tax at the standard rate and, as the case may be, to
applicable additional contributions.
8.4 Non-French tax resident investors

Non-French tax resident Partners shall not be considered having a permanent establishment in France solely for
that reason.
No tax is due when the Partnership receives ordinary income deriving from its investments (e.g. dividends, interest)
or realizes capital gains.
Taxation is therefore deferred until the Partnership makes a distribution (of income, capital gains or assets), or the
Partners dispose of their Partnership shares.
The tax treatment of distributions made by the Partnership depends on the source (French or non-French) and
nature (dividends, interest, capital gains) of the amounts distributed.
Subject to certain exceptions, this treatment is generally as follows:
 French source interest is not subject to withholding tax in France.
 French source dividends are subject to a withholding tax at a rate of 12.8% (for individual investors) or 28%
(for other investors) 68.
Investors may seek to rely on the provisions of the tax treaty concluded between their country of residence
and France (if any and if applicable) to obtain a reduction in, or credit for, such withholding tax.
 French source capital gains are generally not taxable in France.
As an exception, if the Partnership makes a distribution out of the proceeds of the sale of a French portfolio
company in which a non-French tax resident investor has owned (at any time during the five previous
years) directly or indirectly more than 25% of the financial rights, the share of the distribution attributable
64
Article 38, 5-1° of the French tax code.
65
Article 219, I of the French tax code.
66
Article 235 ter ZC of the French tax code.
67
Article 219, I a ter of the French tax code.
68
Article 119 bis, 2 of the French tax code.
to such investor is subject to a withholding tax at the rate of 12.8% (for individual Investors) or at the
standard French corporate income tax rate (for other Investors). The percentage of ownership is computed
on a "look through" basis, i.e. each investor is deemed to own its pro rata share of each portfolio company
and this is added to any shares in the portfolio company that the Investor may own directly (e.g. because of
a co-investment).69 Investors may seek to rely on the provisions of the tax treaty concluded between their
country of residence and France (if any and if applicable) to obtain a reduction in, or credit for, such
withholding tax.
 Non-French source income and gains are not subject to any withholding tax in France.
If non-French withholding taxes have been levied on these income and gains, investors may seek to rely on
the provisions of the tax treaties concluded between their country of residence and the countries where
the withholdings have been levied (if any and if applicable) to obtain a reduction in, or credit for, such
withholding taxes.
8.4.2 Disposal of Partnership shares
Capital gains realized by Investors upon disposal of their Partnership shares are generally not taxable in France. 70
69
Articles 164 B, I-f bis and ter and 244 bis B of the French tax code.
70
Article 244 bis C of the French tax code.
9. Certain Risk Factors
FOR INFORMATION PURPOSES ONLY
Please note that the list below has no contractual value, is not exhaustive, and is not legally binding on the
Management Company or the Partnership.
An investment in the Partnership involves a significant degree of risk for many reasons, in particular (but not limited
to) the following:
1. an investment in the Partnership is long term, with no certainty of return;
2. the Limited Partner can lose the entire amount of its investment or any other amount;
3. the value of any investment in the Partnership can decrease as well as increase. The possibility of a partial
or total loss of Partnership capital will exist, and prospective investors should not subscribe unless they can
readily bear the consequences of such loss;
4. investments in unlisted companies are by nature riskier than investments in listed companies insofar as
unlisted companies can be smaller and more vulnerable to changes affecting markets and technologies and
are highly dependent on the skills and commitment of a small management team;
5. investments in unlisted companies can be difficult to sell and are inherently illiquid. At the Partnership’s
liquidation, such investments may be distributed in kind such that Limited Partners may then become
minority shareholders in several unlisted companies. There can be no assurance that Limited Partners will
be able to dispose of these assets or that the value of the same, as determined by the Partnership for the
purpose of the distribution, will match their effective value;
6. the assets of the Partnership will consist of unlisted financial instruments in respect of which there is no
available market and the transfer of which may be subject to restrictions imposed by the rules and
regulations in force or contractual arrangements. Consequently, there is no guarantee regarding the
transferability of these instruments, and if such a transfer is possible, it is possible that it will occur at a
highly reduced price;
7. unlisted companies generally maintain less comprehensive financial information than listed companies.
Therefore, the Partnership may make investment decisions, and monitor such Investments, after reviewing
information which is less comprehensive than that available to a Limited Partner in a listed public company;
8. generally accepted accounting standards and practices in emerging countries may differ significantly from
those practiced in developed countries, which may affect the Partnership's evaluation of potential
investments and ability to perform due diligence. The financial information appearing on the financial
statements of a company operating in emerging countries may not reflect its financial position or the
results of its operations in the way that they would be reflected if the financial statements had been
prepared in accordance with generally accepted accounting principles in developed countries. In addition,
the scope and nature of Partnership's due diligence activities in connection with potential investments will
be more limited than due diligence reviews conducted in more developed economies because, among the
other factors (a) certain information is unavailable or prohibitively costly to obtain and/or (b) the
information that is available is generally less reliable and less detailed than financial information that is
typically available to investors in developed countries. While the Management Company will endeavour to
conduct due diligence in connection with each potential investments, no assurance can be given that it will
obtain the information or assurances that an investor in a more sophisticated economy would obtain
before proceeding with an investment;
9. shares in the Partnership are not freely transferable and no market for such shares currently exists, nor is
one expected to develop. Accordingly, it will be difficult for a Limited Partner to sell its shares or obtain
reliable information on their value and the extent of risk to which it is exposed. Limited Partners may not
be able to liquidate their investment in the Partnership in the event of an emergency, and their shares in
the Partnership may not be acceptable as collateral for loans. Such limitations may also adversely affect the
price that a Limited Partner will obtain for the shares in the Partnership it would be able to sell;
10. the Limited Partners will not be entitled to receive any financial information issued by prospective portfolio
companies which is available to the Management Company prior to the Partnership making an investment;
11. prospective investors should have the financial capacity and willingness to accept the risks and lack of
liquidity associated with an investment in a fund of the type described herein;
12. the Partnership’s shares are denominated in Euros, whilst some Investments may be denominated in
currencies other than the Euro and therefore their value may fluctuate with the relevant exchange rate.
Moreover, due to financial and/or economic problems, the Euro may cease to exist;
13. past performance of similar investments does not necessarily give an indication of the returns that the
Partnership’s investments will generate;
14. returns on investment in the Partnership or Portfolio Companies may be affected positively or negatively
by changes in the rate of inflation in the relevant economies;
15. the Partnership is a newly formed entity and has no prior operating history upon which a prospective
investor could base its predictions of the Partnership’s future success or failure. Although the members of
the investment team of the Management Company have had significant experience and success in making
investments in private companies on the emerging markets, the past performance of similar investments is
not necessarily indicative of the future results of the Partnership’s investments;
16. the Management Company will manage the Partnership. Limited Partners will not be able to make
investment or other decisions on behalf of the Partnership, and will have no opportunity to control the day-
to-day operations of the Partnership;
17. investment analyses and decisions by the Management Company may frequently be required to be
undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the
information available to the Management Company at the time an investment decision is made may be
limited, and the Partnership may not have access to detailed information regarding an investment.
Therefore, no assurance can be given that the Management Company will have knowledge of all
circumstances that may adversely affect the Partnership’s investments;
18. given the fact that the carried interest shares are based on the performance of the Partnership, it may
create an incentive for the Management Company to make investments that are more speculative than
would be the case otherwise;
19. the Partnership’s success will depend on the Management Company’s ability to identify, select, make, and
sell appropriate investments; there is no assurance that appropriate investments will or can be made or
that investments will be profitable;
20. the Partnership’s success will depend substantially on the skill and expertise of the investment
professionals employed by the Management Company and there can be no assurance that such individuals
will continue to be employed by the latter or to perform their duties on behalf of the Partnership
throughout the life of the Partnership. Loss of any Key Persons or other personnel could have a material
adverse effect on the Partnership’s performance;
21. the repayment of drawn amounts and the distribution of potential benefits will only occur after the
transfer of an Investment, wholly or in part, by the Partnership. Although an Investment is transferable at
any moment, no guarantee can be given that an Investment will be transferred before a certain number of
years have passed. During this period, the Limited Partners will generally not benefit from any return on its
investment. Distributions are therefore likely to be unpredictable and may occur earlier or later than
anticipated by the Investment Team. Limited Partners should not expect significant returns for a period of
years after their investment is made. Furthermore, these returns might be such that they only cover part or
all of the Partnership’s expenses, delaying accordingly any distribution by the Partnership to its Limited
Partners;
22. leveraged transactions are by nature subject to a higher degree of financial risk;
23. the Partnership, as a minority investor, might not always be in a position to protect Limited Partners'
interests effectively;
24. changes in legal, tax or regulatory regimes, market and general economic conditions, interest rates,
currency fluctuations, domestic or foreign political developments, and other factors, may occur during the
lifetime of the Partnership and may have an adverse effect on the Partnership or its Investments;
25. no assurance can be given that the target returns of the Partnership will be achieved or that the amounts
invested will be recovered. The Management Company does not guarantee any level of return to Limited
Partners or the repayment of capital from the Partnership;
26. a long period may elapse before the Partnership has actually invested all the Limited Partners’
Commitments;
27. unlisted investments can take several years to mature. As a result, while long-term performance of the
Partnership may be satisfactory, performance in the early years may be poor (particularly due to the impact
of the management fee, lack of diversification, etc.);
28. Limited Partners may be required to indemnify the Management Company and related parties for any
liabilities, costs, or expenses arising in connection with services provided to the Partnership;
29. the Partnership may be competing for investments with third parties. It is possible that competition for
appropriate investment opportunities may increase, which may accordingly reduce the number of
opportunities available and/or adversely affect the terms and conditions on which such investments can be
made. In addition, such competition may have an adverse effect on the length of time required to fully
invest the Partnership. As a result of the time it may take to source appropriate investments, the
Partnership’s portfolio may not initially be diversified. One risk of the Partnership not being fully diversified
is that the aggregate returns to Limited Partners may be substantially adversely affected by the
unfavourable performance of a small number of investments;
30. the Partnership may participate in a limited number of Investments such that returns might be adversely
affected by the poor performance of a single Investment;
31. while it is intended to structure the Partnership’s investments so as to achieve the Partnership’s
investment objectives, there can be no guarantee that the structure of any investment will be tax efficient
for a particular Limited Partner or that any particular tax result will be achieved;
32. while there are significant disincentives to any Limited Partner being unable or refusing to pay any
drawdown of its Commitment when due, failure by any one or more Limited Partners to make such
payments may result in the Partnership being unable to take advantage of investment opportunities or
otherwise have an adverse effect on the Partnership. If a Limited Partner fails to respond to a call for funds,
the Management Company may pursue remedies as set out in the Agreement;
33. due to the valuation rules of unlisted assets, the Value of the Partnership’s shares might not reflect the
positive or negative potential of the portfolio assets over the life of the Partnership;
34. in some cases, the realisation of the assets of the Partnership may require a substantial amount of time.
The Partnership will have no control over the actual length of the liquidation process of the Portfolio
Companies, which could exceed the term of the Partnership. There is a risk that the Partnership could be
forced to sell, for the purposes of its own liquidation, the Investments it holds in conditions that would be
suboptimal, and that this would impact its performance;
35. in connection with the disposal of a Portfolio Company, the Partnership may be required to make typical
representations about the business and financial affairs of such Portfolio Company, or may be responsible
for the contents of the disclosure documents under applicable securities laws. This may result in contingent
liabilities for the Partnership, which might ultimately have to be funded by the Limited Partners;
36. in the event where an investment proposed to the Partnership does not proceed to completion, the
Partnership may have to bear the abort costs share of potential co-investors in addition to its own share of
such abort costs;
37. the level of expenses is calibrated in respect of the Partnership’s performance potential. Failing a given
profitability, these expenses could be high and thereby cause a drop in the Partnership’s Value;
38. although the Advisory Committee is intended to act as the representative of the Limited Partners in the
Partnership, the Advisory Committee members may not have the same interests as all Limited Partners and
have no fiduciary or other contractual obligation to act in the interests of the other Limited Partners or the
Partnership;
39. investors in a private equity fund such as the Partnership may have conflicting investment, tax and other
interests with respect to their investments in the Partnership. As a consequence, conflicts of interests
between Limited Partners may arise in connection with the Management Company’s decisions in the
course of the management of the Partnership;
40. under certain circumstances, the Management Company may be required to disclose certain information in
respect of the identity of Limited Partners, including beneficial owners of a Limited Partner;
41. when considering investing in the Partnership, each potential investor should have reviewed and evaluated
the tax consequences of such an investment. Prospective investors are advised to consult their own tax
counsel as to the tax consequences of an investment in the Partnership in their respective countries of tax
residence. Because of timing differences between the recognition of gain and income and distributions,
there can be no assurance that Limited Partners subject to income tax will receive distributions sufficient to
fully satisfy their tax liabilities. Changes in tax regimes may occur during the life of the Partnership which
may have an adverse effect on the tax position of the Limited Partners. Changes in taxation treaties (or
their interpretation) between France and the countries in which the Partnership contemplates to invest
directly or indirectly and/or the countries in which the Limited Partners are tax residents may adversely
affect the ability to efficiently realize or distribute proceeds;
42. the Relevant Persons may be subject to various Information Exchange Rules whose exact scope, related
obligations and exceptions remain unclear in some areas and subject to significant changes. The potential
consequences of the application of these Information Exchange Rules may include the following:
- the Management Company may require the Limited Partners to provide information and
supporting documentation that are necessary to comply with the Information Exchange Rules
(including, without limitation, information on their tax residence and beneficial owners); and
- the Relevant Persons may disclose to the relevant authorities all or part of the information
collected regarding, without limitation, the Partnership, its Associates, the Investments and the
Limited Partners.
Withholdings may also need to be levied from certain payments made to the Limited Partners in
accordance with Information Exchange Rules. Failure to comply with the requirements deriving from these
Information Exchange Rules could expose the Partnership to taxation and/or penalties. Should this be the
case, the value of the interests held by all Limited Partners may be materially affected. Each Limited
Partner is invited to consult with its own tax advisor in order to obtain more detailed explanations on
Information Exchange Rules and to verify how these rules could apply to the Partnership and to that
Limited Partner in its particular case;
43. various information, in particular on the Limited Partners, the Partnership, its Associates and the
Investments may have to be disclosed to the relevant tax authorities in order to, in particular, obtain an
exemption from, or reduction in, any applicable tax, including at the level of any Portfolio Company;
44. laws and regulations may change and the interpretation and application that the concerned jurisdictions or
administrations make of it may evolve, particularly in the context of common initiatives taken on an
international scale (OECD, G20), or by the European Union. This is particularly the case of the OECD and
G20 BEPS Project bringing together more than 100 countries and jurisdictions. On 7 June 2017, the OECD
Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit
Shifting was signed. In addition, several European Union directives against tax avoidance have recently
been enacted. These include particularly the Anti-Tax Avoidance Directives (Council Directives 2014/107/EU
of 9 December 2014 and 2018/822/EU of 25 May 2018) which address some tax issues related to, inter alia,
hybrid mismatches and could lead, among others and in particular circumstances, to the Partnership being
subject to tax in France on certain items of income. The impact on the Partnership and/or the Limited
Partners and/or the Investments of these new sets of rules – including the Anti-Tax Avoidance Directives –
is not yet fully assessable as it depends, in particular, on each jurisdiction’s approach to implementation.
Therefore, it cannot be excluded that these developments may have an adverse impact on the Limited
Partners and/or the Partnership and/or the Investments (in particular, the tax treatment of (i) the
transaction carried out by the Partnership and of (ii) the income flowing through the latter);
45. Partners may have to indemnify the Partnership, the Management Company, their Associates, any other
Relevant Entity or the other Partners for certain amounts of tax that are specifically attributable to them
and/or any damage resulting from their failure to comply with their obligations under the Agreement,
including as regards information exchange rules;
46. following its initial Investment in a given Portfolio Company, the Partnership may decide to provide
additional funds to such Portfolio Company or may have the opportunity to increase its Investment in such
Portfolio Company. There is no assurance that the Partnership will make Follow-on Investments or that the
Partnership will have sufficient funds to make all or any of such Investments. Any decision by the
Partnership not to make Follow-on Investments or its inability to make such Investments may have a
substantial negative effect on a Portfolio Company in need of such an Investment, may result in a lost
opportunity for the Partnership to increase its participation in a successful operation, may result in the
Partnership’s Investment in the relevant Portfolio Company becoming diluted and, in circumstances where
the Follow-on Investment is offered at a discount to market value, may result in a loss of value for the
Partnership;
47. unauthorized third parties may attempt to improperly access, modify, disrupt the operations of or prevent
access to the systems of the Management Company, its Associates, the Partnership’s service providers,
counterparties or data within the systems. Third parties may also attempt to fraudulently induce
employees, customers, third-party service providers or other users of the Management Company’s systems
to disclose sensitive information in order to gain access to the Management Company’s data or that of the
Limited Partners. A successful penetration or circumvention of the security of the Management Company’s
systems could result in the loss or theft of a Limited Partner’s data or funds, the inability to access
electronic systems, loss or theft of proprietary information or corporate data, physical damage to a
computer or network system or costs associated with system repairs. Such incidents could cause the
Partnership, the Management Company or its service providers to incur regulatory penalties, reputational
damage, additional compliance costs or financial loss. Similar types of operational and technology risks are
also present for Portfolio Companies, which could have material adverse consequences for such Portfolio
Companies, and may cause the Partnership’s Investments to lose value;
48. Investments in emerging markets. The Partnership will make Investments in emerging markets.
Investments in emerging markets may be subject to more substantial risks in political and macro-economic
conditions, such as significant currency fluctuations, changes in governmental controls over the economy
and high rates of inflation. Many emerging markets have experienced these problems in the past. The
Management Company cannot assure that a recurrence of such problems will not have a materially
adverse effect on the Partnership’s investments;
Moreover, the economies of emerging markets generally are more heavily dependent upon international
trade than developed market countries and, accordingly, have been and may continue to be adversely
affected by trade barriers, exchange controls, managed adjustments in relative currency values and other
protectionist measures imposed or negotiated by the countries with which they trade. Expropriation,
confiscatory taxation, nationalization, political, economic or social instability or other developments could
adversely affect the assets of the Partnership held in particular emerging markets.
Laws and legal standards differ in many emerging markets from those in Belgium or in France. These laws
and standards may have a material effect on the Partnership’s investments, as well as the general
economic and political environment in each of the emerging markets. The general trend of legislation in
certain countries has somewhat enhanced the protection afforded foreign investment and has improved
the legal climate for business. However, many emerging markets do not have well developed shareholder
rights and provide inadequate legal remedies for breaches of contract (e.g., a shareholder agreement).
Moreover, there can be no assurance that this trend in economic legislation will not be slowed, curtailed or
reversed, particularly in the event of a change in leadership, social disruption or other circumstances
affecting the social, political or economic status of certain countries. Such a shift could have a material
adverse effect on the business and prospects of a company in which the Partnership invests.
The ability of the Partnership to bring suit against an entity in which the Partnership invests or such entity’s
directors, executive officers or shareholders may be limited. Such entities will likely be organized under the
laws of countries other than Belgium or France, their directors and officers are likely to reside outside
France, and substantially all of their assets may be located outside of France. As a result, it is likely that the
Partnership will be unable to effect service of process within France upon such entities or their directors
and officers. Even where an entity is successfully sued in France, enforcement of the judgment in certain
jurisdictions is impossible and in other jurisdictions may be difficult.
49. Sovereign/political risk. The operation of the Partnership’s Investments may be affected by sovereign or
political risk. Major disturbances such as wars, riots, strikes, blockades, acts of terrorism or outbreak of
associated military or responsive action have the potential to adversely affect the costs or revenues of the
Partnership’s Investments, which could have a material adverse effect on the earnings of the Partnership
and its ability to make distributions.
50. Risk of sanctions. Sanctions may be imposed by other countries on trade with or between countries within
the Partnership’s target markets in Africa, Asia and Latin America and this may have an adverse impact on
the value of Portfolio Company.
51. Nature of social impact investments. The Partnership’s focus on positive social impact investments subjects
it to a variety of risks, not all of which can be foreseen or quantified. When evaluating potential investment
opportunities, in addition to financial return, the Management Company will equally look at an
investment’s potential to achieve a positive social impact. As a result, the opportunity set for potential
investments will necessarily be smaller than it would otherwise be if the Partnership was seeking to make
investments solely on the basis of financial returns, and the Management Company may forgo
opportunities that are attractive from a financial perspective if they do not also meet the Management
Company’s social impact criteria. In addition, although the Management Company believes that pursuing
positive social impact does not have to negatively affect an Investment’s financial returns, and it can even
enhance a Portfolio Company’s profitability, it is possible that a company’s dual focus on success and
positive social impact may from time to time require it to make decisions that favour one goal at the
expense of the other.
Any determination about whether or not a potential investment is expected to produce a positive social
impact will be made in the Management Company’s sole discretion. Although the Management Company
will engage third parties to develop and implement impact assessment methodologies, the determination
about what constitutes a positive social impact is inherently subjective, and what the Management
Company considers to be socially beneficial may not necessarily reflect the views of all of the Limited
Partners. In addition, it is possible that the Portfolio Companies in which the Partnership invests are unable
to obtain or realize the positive social impact that they seek to deliver;
52. Uncertainty of estimates. Estimates of natural resources reserves by qualified engineers are often a key
factor in evaluating certain investments. The process of estimating natural resources reserves is complex,
requiring significant decisions and assumptions in the evaluation of available geological, geophysical,
weather, engineering, economic and other data for each reservoir or location. These estimates are subject
to wide variances based on, among others, changes in commodity prices and certain technical assumptions.
Accordingly, it is possible for such reserve estimates to be significantly revised from time to time, which
may create significant changes in the value of infrastructure assets utilized by the owners or buyers of such
natural resources reserves.
53. Regulations applicable to Portfolio Companies. The Partnership intends to make Commitments to Portfolio
Companies that may be subject to extensive governmental regulations and oversight with respect to their
business activities. The failure to comply with applicable regulations, obtain applicable regulatory
approvals, or maintain those approvals so obtained, may subject the applicable Portfolio Company to civil
penalties, suspension or withdrawal of any regulatory approval obtained, product recalls and seizures,
injunctions, operating restrictions and criminal prosecutions and penalties, which could, individually or in
the aggregate, have a material adverse effect on the Partnership’s interests in such company.
54. Environmental risks. The operations of Investments are subject to numerous statutes, rules and regulations
relating to environmental protection. There is the possibility of existing or future environmental
contamination, including soil and groundwater contamination, as a result of the spillage of hazardous
materials or other pollutants.
Under various environmental statutes, rules and regulations of the appropriate jurisdiction, a current or
previous owner or operator of an asset may be liable for non-compliance with applicable environmental
and health and safety requirements and for the costs of investigation, monitoring, removal or remediation
of hazardous materials. These laws often impose liability whether or not the owner or operator knew of, or
was responsible for, the presence of hazardous materials.
Persons who arrange for the disposal or treatment of hazardous materials may also be liable for the costs
of removal or remediation of those materials at the disposal or treatment facility, whether or not that
facility is, or was ever, owned or operated by that person.
Any liability of Investments resulting from non-compliance or other claims relating to environmental
matters could have a material adverse effect on the value of such Investments.
55. Acts of God or force majeure, availability of insurance against certain catastrophic losses. The Partnership’s
Investments may be susceptible to the effects of “Acts of God” or force majeure, including earthquakes,
floods, hurricanes, tropical storms, fires or other natural disasters, electricity shortages or other similar
national or local emergencies, that are beyond the Management Company’s and the Partnership’s control
and not easily foreseeable. Certain losses of a catastrophic nature, such as those caused by wars,
earthquakes, severe weather, terrorist attacks or other similar events, may be either uninsurable or
insurable at such high rates that to maintain coverage would cause an adverse impact on the related
investments. In general, losses related to terrorism can be hard and expensive to insure against. Some
insurers are excluding terrorism coverage from their all-risks policies. In some cases, the insurers are
offering significantly limited coverage against terrorist acts for additional premiums, which can greatly
increase the total costs of casualty insurance for a property. As a result, not all investments may be insured
against terrorism. If a major uninsured loss occurs, the Partnership could lose both anticipated profits from
and invested capital in the affected investments.
CERTAIN UNITED STATES LEGAL CONSIDERATIONS
56. US securities laws matters. The Partnership’s shares have not been and will not be registered under the
Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United
States and therefore cannot be sold, transferred, or pledged to any U.S. Limited Partner in the absence of
such registration or the availability of an exemption therefrom. The offering and sale of Partnership’s
shares to U.S. Limited Partners is being made solely to selected investors who qualify as “accredited
investors” as defined in Regulation D promulgated under the Securities Act, in reliance on: (i) the
exemptions from registration for non-public offerings of securities provided in Rule 506 of Regulation D
and/or Section 4(a)(2) of the Securities Act; and (ii) appropriate exemptions from US state securities
registration and qualification requirements, where available. The offering and sale of Partnership’s shares
to or for the account or benefit of any investor that is not a U.S. Limited Partner shall either be effected in
an “offshore transaction”, as such term is defined in Regulation S promulgated under the Securities Act.
Each prospective investor who is a U.S. Limited Partner will be required to make representations and
warranties in its subscription agreement to the Partnership.
Pursuant to Rule 506 promulgated under the Securities Act, if certain persons and entities involved with the
offering of the Partnership’s shares, including any investor holding 20% or more of the Partnership’s shares,
are or have been subject to certain criminal convictions, SEC disciplinary orders, court injunctions or similar
adverse events (collectively, “bad act determinations”), then in certain instances the Partnership may be
disqualified from relying upon Rule 506. While the Partnership intends to exercise reasonable care to
identify and exclude any such persons or entities from participating in the offering, there is no assurance
that such efforts will be deemed to be sufficient to comply with these requirements. If the Partnership
were disqualified from relying upon the exemption from registration provided in Rule 506, then there may
not be another exemption from registration available under the Securities Act and, consequently, the
Partnership may not have an exemption from registration under any US state securities. If these
exemptions from registration were unavailable, then the Partnership may be subject to, and incur
significant costs related to, enforcement actions and rescission rights may be available to the investors,
which if exercised, may require the Partnership to liquidate its assets earlier and on less advantageous
terms than were anticipated at underwriting and/or may cause the Partnership to have a more limited
amount of capital available for investment, impairing their ability to assemble, manage, retain and harvest
a complete and balanced portfolio. The Partnership shall be entitled to reduce the rights of an investor who
is the subject of a bad act determination as they deem necessary to preserve these exemptions from
registration under Rule 506.
57. US Investment Company Act matters. The Partnership is not registered under the Investment Company Act,
in reliance upon an exemption from registration provided by the Investment Company Act, and it is not
intended that the Partnership will operate as a registered investment company under the Investment
Company Act. Therefore, the Partnership will not be subject to regulation under the Investment Company
Act, which includes rules for the protection of investors that, among other things: (i) require investment
companies to have a majority of disinterested directors, (ii) mandate segregation of securities held in
custody from the securities of any other person, and (iii) regulate the relationship between an investment
adviser and an investment company. Limited Partners who are U.S. Limited Partners will be required to
make certain representations and warranties in their subscription agreement as to their status under the
Investment Company Act.
58. US Investment Advisers Act matters. None of the Management Company or the General Partner is
registered as an investment adviser under the Advisers Act and there is no guarantee that any such
registration will be made in the future. The Investment Advisers Act imposes certain disclosure and
reporting obligations and compensation and other restrictions on registered investment advisers that are
intended to protect registered investment advisers’ clients, and such obligations or restrictions will not
apply with respect to the Partnership or its investors unless the General Partner or the Management
Company registers as an investment adviser under the Investment Advisers Act.
59. Restrictions on transfer. The Partnership’s shares offered are subject to restrictions on transferability and
resale, as more fully described in this Memorandum and as set out in the Agreement, and may not be
transferred or resold except (a) in accordance with the terms of the Agreement and subscription
agreement, and (b) as permitted under the Securities Act and applicable US state securities laws pursuant
to registration of the Partnership’s shares or an applicable exemption from registration. There is not, and
there is not expected to be, a public market for the Partnership’s shares and no such market is expected to
develop in the future. Prospective investors therefore must be prepared to bear the economic risk of an
investment in the Partnership for an indefinite period of time.
60. Definition of “US Person”. The term “US Person” is defined under Regulation S of the Securities Act as:
i. any natural person resident in the US;
ii. any partnership or corporation organised or incorporated under the laws of the US;
iii. any estate of which any executor or administrator is a US Person;
iv. any trust of which any trustee is a US Person;
v. any agency or branch of a foreign entity located in the US;
vi. any non-discretionary account or similar account (other than an estate or trust) held by a dealer or
other fiduciary for the benefit or account of a US Person;
vii. any discretionary account or similar account (other than an estate or trust) held by a dealer or other
fiduciary organised, incorporated, or (if an individual) resident in the US; and
viii. any partnership or corporation if: (a) organised or incorporated under the laws of any foreign
jurisdiction and (b) formed by a US Person principally for the purpose of investing in securities not
registered under the 1933 Act, unless it is organised or incorporated, and owned, by “accredited
investors” (as defined in Rule 501(a) under the 1933 Act) who are not natural persons, estates or
trusts.
Notwithstanding the foregoing clauses (i) through (viii):
a) any discretionary account or similar account (other than an estate or trust) held for the benefit or
account of a non-US Person by a dealer or other professional fiduciary organised, incorporated, or (if
an individual) resident in the US shall not be deemed to be a “US Person”;
b) any estate of which any professional fiduciary acting as executor or administrator is a US Person shall
not be deemed to be a “US Person” if (i) an executor or administrator of the estate who is not a US
Person has sole or shared investment discretion with respect to the assets of the estate and (ii) the
estate is governed by foreign law;
c) any trust of which any professional fiduciary acting as trustee is a US Person shall not be deemed to
be a “US Person” if a trustee who is not a US Person has sole or shared investment discretion with
respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a
US Person;
d) an employee benefit plan established and administered in accordance with (i) the laws of a country
other than the US and (ii) the customary practices and documentation of such country shall not be
deemed to be a “US Person”; and
e) any agency or branch of a US Person located outside the US shall not be deemed a “US Person” if the
agency or branch (i) operates for valid business reasons and (ii) is engaged in the business of insurance
or banking and is subject to substantive insurance or banking regulation, respectively, in the
jurisdiction where located.
Furthermore, none of the International Monetary Fund, the International Bank for Reconstruction and
Development, the Inter-American Development Bank, the Asian Development Bank, the African
Development Bank, the United Nations, or their agencies, affiliates and pension plans, or any other similar
international organisation, or its agencies, affiliates and pension plans, shall be deemed to be a “US
Person”.
CERTAIN ERISA CONSIDERATIONS
61. The United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), imposes
certain requirements on employee benefit plans (as defined in Section 3(3) of ERISA) subject to Title I of
ERISA and, certain entities such as collective investment funds and separately managed accounts whose
underlying assets include or are deemed to include the assets of such plans (collectively, “ ERISA Plans”),
and on those persons who are fiduciaries with respect to ERISA Plans. Investments by ERISA Plans, for
example, are subject to ERISA’s general fiduciary duties, including the duties of investment prudence and
diversification. In addition, ERISA requires the fiduciary of an ERISA Plan to maintain the indicia of
ownership of the ERISA Plan’s assets within the jurisdiction of the United States district courts. The
prudence of a particular investment must be determined by the responsible fiduciary of an ERISA Plan by
taking into account the ERISA Plan’s particular circumstances and all of the relevant facts and
circumstances of the investment including, but not limited to the fact that the Partnership has no history of
operations, none of the Partnership’s investments have been selected as of the date of the Investment
Memorandum and the fact that in the future there may be no market in which such fiduciary will be able to
sell or otherwise dispose of Partnership’s shares. The responsible fiduciary of each ERISA Plan must
determine whether to purchase Partnership’s shares independently and without relying on any information
provided by the Partnership, the Management Company or any Associates thereof as advice or a
recommendation in connection with such determination;
62. Section 406 of ERISA and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)
prohibit certain transactions involving the assets of an ERISA Plan (as well as those plans that are not
subject to ERISA but which are subject to Section 4975 of the Code, such as individual retirement accounts
(together with ERISA Plans, “Plans”)) and certain persons (referred to as “parties in interest” or
“disqualified persons”) having certain relationships to such Plans, unless a statutory or administrative
exemption is applicable to the transaction. A party in interest or disqualified person who engages in a non-
exempt prohibited transaction may be subject to non-deductible excise taxes and other penalties and
liabilities under ERISA and the Code, and the transaction might have to be rescinded. Each original or
subsequent purchaser or transferee of shares in the Partnership that is or may become a Plan is
responsible for determining the extent, if any, to which shares in the Partnership will constitute or
otherwise result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code, and
otherwise for determining compliance with ERISA and Section 4975 of the Code;
63. U.S. federal, state or local governmental plans, non-U.S. plan and non-electing U.S. church plans, while not
subject to the fiduciary responsibility provisions of ERISA or the provisions of Section 4975 of the Code, may
nevertheless be subject to local, state or other federal laws that are substantially similar (or wholly
different) to the foregoing provisions of ERISA and the Code. Fiduciaries of any such plans should consult
with their counsel before purchasing shares in the Partnership;
64. The Plan Assets Regulation. The United States Department of Labor has promulgated a regulation, 29 CFR
Section 2510.3-101 (as modified by Section 3(42) of ERISA, the “Plan Assets Regulation”), describing what
constitutes the assets of a Plan with respect to the Plan’s investment in an entity for purposes of the
fiduciary responsibility provisions of Title I of ERISA and Section 4975 of the Code. Under the Plan Assets
Regulation, if a Plan invests in an “equity interest” of an entity (which is defined as an interest in an entity
other than an instrument that is treated as indebtedness under applicable local law and which has no
substantial equity features) that is neither a “publicly offered security” nor a security issued by an
investment company registered under the Investment Company Act, the Plan’s assets include both the
equity interest and an undivided interest in each of the entity’s underlying assets, unless it is established
that the entity is an “operating company” or that “benefit plan investors” hold less than 25% of the equity
interests in the entity (as determined by the Plan Assets Regulation). The Partnership’s shares would
constitute an “equity interest” in the Partnership for purposes of the Plan Assets Regulation, and the
Partnership’s shares will not constitute “publicly offered securities” for purposes of the Plan Assets
Regulation. In addition, the Partnership will not be registered under the Investment Company Act.
65. The 25% Limit. Under the Plan Assets Regulation, and assuming no other exception applies, an entity’s
assets would be deemed to include “plan assets” subject to ERISA and/or Section 4975 of the Code on any
date if, immediately after the most recent acquisition of any equity interest in the entity, 25% or more of
the value of any class of equity interests in the entity is held by “benefit plan investors” (the “25% Limit”).
For purposes of this determination, the value of equity interests held by a person (other than a benefit plan
investor) that has discretionary authority or control with respect to the assets of the entity or that provides
investment advice for a fee with respect to such assets (or any affiliate of such a person) is disregarded. The
term “benefit plan investor” is defined in the Plan Assets Regulation as (a) any employee benefit plan (as
defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) any plan that is
subject to Section 4975 of the Code, or (c) any entity whose underlying assets include plan assets by reason
of a plan’s investment in the entity (to the extent of such plan’s investment in the entity). Thus, while the
assets of the Partnership would not be considered to be “plan assets” for purposes of ERISA so long as the
25% Limit is not exceeded, no assurance can be given that the 25% Limit will not be exceeded at all times.
The Partnership has not yet determined whether to rely on this aspect of the Plan Assets Regulation. To
qualify for the 25% Limit exception, the Management Company may limit the investment in the Partnership
by benefit plan investors, which in certain circumstances could have the result that (i) transfers of
Partnership’s shares would be limited or (ii) the Partnership’s shares of some investors would be subject to
mandatory redemption;
66. Operating Companies. Under the Plan Assets Regulation, an entity is an “operating company” if it is
primarily engaged, directly or through a majority-owned subsidiary or subsidiaries, in the production or sale
of a product or service other than the investment of capital. In addition, the Plan Assets Regulation
provides that the term operating company includes an entity qualifying as a venture capital operating
company (“VCOC”). An entity will qualify as a VCOC if (i) on its initial valuation date and on at least one day
during each annual valuation period, at least 50% of the entity’s assets, valued at cost, consist of “venture
capital investments,” and (ii) the entity, in the ordinary course of business, actually exercises management
rights with respect to one or more of its venture capital investments. The Plan Assets Regulation defines
the term “venture capital investments” as investments in an operating company (other than a VCOC) with
respect to which the investor obtains management rights. The “initial valuation date” is the date on which
an entity first makes an investment that is not a short-term investment of funds pending long-term
commitment. An entity’s “annual valuation period” is a pre-established period not exceeding 90 days in
duration, which begins no later than the anniversary of the entity’s initial valuation date;
67. if the 25% Limit is exceeded, the Management Company intends to use reasonable best efforts to operate
the Partnership in a manner that will enable the Partnership to qualify as a VCOC or to meet such other
exception as may be available to prevent the assets of the Partnership from being treated as assets of any
investing Plan for purposes of the Plan Assets Regulation. Accordingly, the Management Company believes,
on the basis of the Plan Assets Regulation, that the underlying assets of the Partnership should not
constitute “plan assets” for purposes of ERISA or Section 4975 of the Code. However, no assurance can be
given that this will be the case. If the Partnership is operated as a VCOC, the Partnership and/or the entities
in which it invests may be precluded from making certain types of investments (e.g., investments that
would not qualify as “venture capital investments” for a VCOC under the Plan Assets Regulation), or may be
limited in the amount of such investments, that might otherwise be suitable;
68. if the Partnership’s assets are deemed to constitute “plan assets” under ERISA or Section 4975 of the Code,
certain of the transactions in which the Partnership might normally engage could constitute a non-exempt
“prohibited transaction” under ERISA or Section 4975 of the Code. In such circumstances, the Management
Company, in its sole discretion, may void or undo any such prohibited transaction, and may require each
Limited Partner that is a “benefit plan investor” under the Plan Assets Regulation to withdraw from the
Partnership upon terms that the Management Company considers appropriate. In addition, if the
Partnership’s assets are deemed to be “plan assets”, any person exercising authority or control over the
management or disposition of the Partnership’s assets would be deemed a fiduciary with respect to
“benefit plan investors” under the Plan Assets Regulation invested in the Partnership and subject to the
fiduciary duties described in Title I of ERISA, including, without limitation, the requirements of Section
404(b) of ERISA (requiring that the indicia of ownership of plan assets generally be held within the
jurisdiction of the United States courts), which could severely restrict the investment strategy of the
Partnership;
69. failure to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA or Section
4975 of the Code may result in the imposition of liability for damages, civil, and, in certain instances,
criminal penalties and may subject the fiduciary to equitable remedies. In addition, if an investment in the
Partnership constitutes a non-exempt prohibited transaction under the Code, any “disqualified person”
within the meaning of Section 4975 of the Code involved in the investment (excluding fiduciaries acting
only in their fiduciary capacities) may be subject to the imposition of punitive excise taxes with respect to
the amount involved;
70. a fiduciary of an ERISA plan or other plan that proposes to cause such entity to purchase shares in the
Partnership should consult with its counsel regarding the applicability of the fiduciary responsibility and
prohibited transaction provisions of ERISA and Section 4975 of the Code to such an investment, and to
confirm that such investment will not constitute or result in a non-exempt prohibited transaction or any
other violation of ERISA.
71. the sale of an shares in the Partnership to a Plan is in no respect a representation by the Partnership, the
Management Company or any other person associated with the offering of Partnership’s shares that such
an investment meets all relevant legal requirements with respect to investments by Plans generally or any
particular Plan, or that such an investment is appropriate for Plans generally or any particular Plan. None of
the Partnership or the Management Company is undertaking to provide impartial investment advice or to
give advice in a fiduciary capacity in connection with the offering or purchase of Partnership’s shares and
no information provided by the foregoing in connection with such offering or purchase shall be viewed or
relied upon as advice or a recommendation to invest in the Partnership. The Management Company has
financial interests associated with the purchase of Partnership’s shares including the fees and other
allocations and distributions they may receive from the Partnership as a result of the purchase of
Partnership’s shares by a Plan.
72. Form 5500. Plan administrators of ERISA Plans that subscribe for shares of the Partnership may be required
to report compensation, including indirect compensation, paid in connection with the ERISA Plan’s
investment in the Partnership on Schedule C of Form 5500 (Annual Return/Report of Employee Benefit
Plan). The descriptions in this Investment Memorandum of fees and compensation, including the fees paid
to the Management Company, are intended to satisfy the disclosure requirement for “eligible indirect
compensation”, for which an alternative reporting procedure on Schedule C of Form 5500 may be available.

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WATER ACCESS ACCELERATION FUND

Information Notice – Warning

PRELIMINARY PRIVATE PLACEMENT

Water Access Acceleration Fund

Personalised Copy for IFU

7.7 Governance, Limited Partner Protection and Reporting................................................................................57

1.1.2 The Funding Issue in The Water Sector

1.1.3 The Rationale for Water Access Acceleration Fund

1.1.4 Overview of the Investment Strategy

1.1.5 The Fund Manager

1.1.6 The Sponsor

1.2 Summary of Key Terms

Structure [Water Access Acceleration Fund] S.L.P., a French professional specialised

commitments of A1 Limited Partners and B Limited Partners greater than

Investor protections - Key Persons

2. The Safe Drinking Water Market

In Asia, the demand for water is projected to increase

Myanmar, Indonesia, and India are among the least

Meanwhile, Sub-Saharan Africa while water supply has

2.2 Significance of the Global Drinking Water Challenge

2.3 State of Sector

2.4 Investment Opportunity

Emergence of a financially sustainable business models: Following fifteen

3.2 Investment Strategy

local presence or long-term investment experiences. 3 5 Southeast Asia

3.2.2 Sub-sector Focus: ‘Post-Venture Stage Business Models’

3.2.3 A diversified portfolio of 10-12 investments

Type of portfolio company Ticket size range in EUR m

Summary of each business model value and corresponding exit strategy:

4. Investment Platform Capabilities

4.1.1 Incofin IM leadership team

investment committee), Incofin IM: 2017 – current.

David holds a Masters of Arts (Economics) from Université Laval, Canada.

4.1.2 Track Record

Fund Name AuM Investment Specific target

Incofin cvso is an open-ended Belgian cooperative fund,

agRIF, Cooperatief Financial inclusion

Total of proprietary managed and

Microfinance Enhancement Facility was initiated in 2009

Total of current managed accounts 921

Total AuM 1.399

Incofin IM Managed and Advised Funds

1992 – 2012 – 2018 – 2020 -

Investment Equity / Equity / Equity / Equity / Equity /

Debt 274 139 114 86 78 299 20 4 600 1,614

Equity 11m 8m 3m 55m 44m - - - - 121m

Gross 17.3% 15.3% 24.9% 15.6% N/A2 N/A5 N/A5 N/A5 - -

Incofin IM Managed and Advised Funds

4.2 Background of the Sponsor - Danone

by providing pro-bono advice to the companies.

4.3 Value of Incofin IM and Danone Working Together

Common problems we identified include the following:

 Increasing awareness on the importance of saving/micro-insurance or safe water consumption with

Danone Communities versus W2AF: a complementary approach

Sectors Water Access Water access :

5. Governance and Investment Process

Incofin IM Head Office W2AF Investment Committee

Geert Peetermans Jan Dewijngaert José Enciso Independent member

Technical Expert Committee

5.2 Fund Team

Dina Pons, Managing Partner & Fund

Beryl Shanyisa Voleak Lim

Dina Pons, W2AF Fund Manager