28-Jun-2019 Date: ___________________ Mr. Walter Cortes Chief Financial Officer United Nations Foundation 1750 Pennsylvania Ave. NW Suite 300 Washington, D.C. 20006 USA Donation to the Adaptation Fund Trust Fund (TF No. 069013) Dear Mr. Cortes: 1. We are pleased to acknowledge the intention of the United Nations Foundation (the “Donor”) to make a donation to the Adaptation Fund Trust Fund (TF No. 069013) (the “Trust Fund”) in accordance with the terms of this agreement and the Terms and Conditions applicable to Donations to the Adaptation Fund Trust Fund attached hereto as Annex 1. Annex 1 constitutes an integral part of this letter (the “Letter”). 2. The amount of the donation (the “Donation”) will be specified in one or more confirmations from the Donor to the International Bank for Reconstruction and Development (the “IBRD”), as Trustee for the Adaptation Fund (the “Trustee”) indicating the amount to be donated and substantially in the form attached hereto as Annex 2 (each a “Confirmation of Donation”). Following the receipt of a Confirmation of Donation, the Trustee will issue one or more requests (each a “Call”) for the Donation funds, in accordance with the form attached hereto as Annex 3 (the “Call for Donation Funds”). 3. The offices responsible for coordination of all matters related to the implementation of this Letter are: For the Trustee: Director Trust Funds and Partner Relations Development Finance The World Bank 1818 H St. NW Washington, DC 20433 Tel: +1 202 473 7414 E-mail: aftrustee@worldbank.org -2- For the Donor: Mr. David Burton United Nations Foundation Business Services and Budgets 1750 Pennsylvania Ave. NW Suite 300 Washington, DC 20006 USA Tel: +1 202 887 9040 Fax: +1 202 998 9021 4. This Letter may be modified only by written consent between the parties and will terminate on May 30, 2020. 5. For the purpose of this Letter, the term “Agreement” referred to in Annex 1 to this Letter will be deemed to refer to this Letter. 6. The Trustee acknowledges that the Donor and the Adaptation Fund Board have entered into a Framework Agreement and will enter into Grant Agreements governing the collecting of funds by the Donor and the use of any Donation by the Adaptation Fund Board. 7. The Trustee will disclose this Letter and related information on this Trust Fund in accordance with the World Bank Policy on Access to Information. By entering into this Letter, the Donor consents to such disclosure. 8. Please confirm your agreement with the foregoing by signing, dating, and returning to us the enclosed copy of this Letter. Upon receipt by the Trustee of the copy of this Letter countersigned by you, the agreement contained herein will become effective as of the date of the countersignature. Sincerely, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT as Trustee for the Adaptation Fund ____________________________ Dirk Reinermann Director Trust Funds and Partner Relations Development Finance AGREED: UNITED NATIONS FOUNDATION 28-Jun-2019 By: ____________________________ Date _________________________ Walter Cortes Chief Financial Officer -3- Annex 1 Terms and Conditions applicable to Donations to the Adaptation Fund Trust Fund 1. Terms of Donation 1.1 In accordance with the Adaptation Fund Guidelines for Accepting Donations approved by the Adaptation Fund Board during its Eight Meeting in Bonn from November 16-18, 2009 (the “Guidelines”), the Donation shall be unconditional and form part of the Adaptation Fund Trust Fund’s general resources with no specific sectoral, regional or project-by-project earmarking of the Donation. 1.2 In accordance with the Guidelines, it is understood that the Donation: (i) shall not establish any membership or governance rights in the Adaptation Fund for the benefit of the Donor; (ii) is not intended to confer a special advantage or preference to the Donor in obtaining access to information not otherwise in the public domain, or to the Adaptation Fund Board, Secretariat, Trustee or staff; (iii) is not intended to confer a special advantage or preference to the Donor in competing with any other entity in relation to any Adaptation Fund procurement; and (iv) shall have no bearing on any ongoing or subsequent business decisions by, or opportunities with, the Adaptation Fund Board. 1.3 The Donor may use the Adaptation Fund logo, trademark or name only in the manner approved by the Adaptation Fund Board. Publicity about the Donation, press briefings and other materials on the Donation to be issued by the Donor shall be subject to prior written approval of the Adaptation Fund’s Secretariat. 2. Administration of the Donation The Donation shall be administered by the Trustee in accordance with the terms of this Agreement, the Terms and Conditions of Services to be provided by the International Bank for Reconstruction and Development as Trustee for the Adaptation Fund, as may be amended from time to time, the relevant decisions of the Conference of the Parties serving as the meeting of the Parties to the Kyoto Protocol, and the decisions of the Adaptation Fund Board. 3. Reporting The Donor acknowledges that no separate reporting from the Trustee will be provided in connection with the use of the Donation. In accordance with the Guidelines, reports on the activities of the Adaptation Fund will be accessible through the Adaptation Fund website: www.adaptation- fund.org. 4. Termination In accordance with the Guidelines, the Trustee may terminate this Agreement by giving the Donor sixty (60) days prior written notice and may return all or part of any uncommitted balance of the Donation to the Donor within sixty (60) business days of such notice. -4- 5. Disclosure The Trustee may disclose this Agreement and the arrangements contemplated hereunder in accordance with the World Bank’s policy on disclosure of information, in effect at the time of such disclosure. By entering into the Agreement, the Donor consents to its disclosure and of the arrangements contemplated hereunder. 6. Privileges and Immunities Nothing in this Agreement shall be considered a waiver of any privileges or immunities of the International Bank for Reconstruction and Development under its Articles of Agreement or any applicable law, all of which are expressly reserved. -5- Annex 2 Confirmation of Donation [LETTERHEAD OF UN FOUNDATION] [Insert date] Director Trust Funds and Partner Relations Development Finance The World Bank 1818 H St. NW Washington, DC 20433 Donation to the Adaptation Fund Trust Fund (TF No. 069013) Dear [_______], We refer to the Donation Agreement between the United Nations Foundation and the International Bank for Reconstruction and Development (“IBRD”) regarding the Adaptation Fund Trust Fund (TF No. 069013) (the “Trust Fund”) dated [_______] (the “Agreement”). Capitalized terms used and not otherwise defined herein shall have the meaning assigned thereto in the Agreement. We hereby confirm that we are prepared to make a Donation to the Trust Fund in the amount of [insert amount of donation in words] United States Dollars (USD [insert amount in numbers]). Accordingly, please issue a Call for Donation Funds in accordance with the terms of the Agreement. This Confirmation of Donation constitutes a funding commitment under the Agreement. Sincerely, UNITED NATIONS FOUNDATION By: ____________________________ Name: Title: -6- Annex 3 Form of Call for Donation Funds [LETTERHEAD OF TRUSTEE] United Nations Foundation 1750 Pennsylvania Ave. NW Washington, DC 20006 USA [Date to be inserted] Donation to the Adaptation Fund Trust Fund (TF No. 069013) Dear [__________], 1. We refer to the Donation Agreement between the United Nations Foundation and the International Bank for Reconstruction and Development (“IBRD”) regarding the Adaptation Fund Trust Fund (TF No. 069013) the Trust Fund dated [_______] (the “Agreement”). Capitalized terms used and not otherwise defined herein shall have the meaning assigned thereto in the Agreement. 2. We received a Confirmation of Donation dated [_________] confirming the Donor’s intention to make a Donation to the Trust Fund in the amount of [insert amount of donation in words] United States Dollars (USD [insert amount in numbers]). Accordingly, pursuant to paragraph 2 of the Agreement and the Notice of Donation, the Trustee is issuing a Call to you for funds in the amount of [_______________] (the “Donation”) to be used in accordance with the Agreement. 3. The Donor will make the Donation into [International Bank for Reconstruction and Development’s (IBRD’s)] [IBRD’s] Cash Account “T” [insert applicable account information] maintained with [insert applicable bank information] promptly following receipt of this Call for Donation Funds. 4. When making such payment, the Donor will instruct its bank to include in the payment details information (remittance advice) field of its SWIFT payment message, information indicating: the amount paid, that the payment is made by the Donor for The Adaptation Fund Trust Fund TF No. 069013 (the Adaptation Fund Trust Fund), and the date of the payment (the “Instruction”). In addition, the Donor will provide a copy of Donor’s Payment Instruction to the Trustee by e-mail sent to aftrustee@worldbank.org. Sincerely, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT as Trustee for the Adaptation Fund ____________________________ Director Trust Funds and Partner Relations Development Finance