Administration Arrangement between the Government ofAustralia represented by the Department of'
Foreign Affiirs and Trade and the International Bank for Reconstruction and Development and the
International Development Association concerning the Public-Privale Infrastructure Advisorr
Facility Umbrella Multi-Donor Trust Fund (Trust Fund No. 073 760)
1.     The International Bank for Reconstruction and Development and the International Development
Association (collectively, the "Bank") acknowledge that the Government of Australia represented by the
Department of Foreign Affairs and Trade (the "Donor". and together with the Bank, the "Participants" and
each a "Participant") has decided. subject to legislative appropriations, to provide the sum of eight million
Australian Dollars (AUD 8,000,000) (the "Contribution") for the Public-Private Infrastructure Advisory
Facility Umbrella Multi-Donor Trust Fund (Trust Fund No. 073760) (the "Trust Fund") in accordance with
the provisions of this Administration Arrangement. Other donors are also expected to contribute to the Trust
Fund on the basis specified in the Annexes to this Administration Arrangement.
2.     The Contribution will be used to finance the activities set forth in the "Public-Private Infrastructure
Advisory Facility Umbrella Multi-Donor Trust Fuind Description" attached hereto as Annex 1, and will be
administered by the Bank on behalf ofthe Donor in accordance with the provisions of this Administration
Arrangement, including the "Standard Provisions" attached hereto as Annex 2 and the provisions on
"Governance" attached hereto as Annex 3.
3.     The Donor will deposit the Contribution in accordance with the following schedule and in the
currency specified in paragraph I above (the "Contribution Currency") into such bank account designated
by the Bank (each amount deposited hereinafter referred to as an "Installment") upon submission of a
payment request by the Bank:
(A) Promptly following countersignature AUD 4,000,000
(B) By 30 June 2024 - AUD 4.000,000
4.     The Contribution is being provided in Installments on the basis of financial needs of the Trust Fund.
If the Bank determines, on the basis of the speed of the implementation of the activities and availability of
funds in the Trust Fund, that it is necessary to either bring Installments forward or delay them, the Bank
and the Donor will mutually decide to revise the Installment schedule, as confirmed by the Bank to the
Donor in writing.
5.     When making any deposit. the Donor will instruct its bank to include in its deposit details
information (remittance advice) field of its SWIFT deposit message, information indicating the amount
deposited, that the deposit is made by the Donor for Trust Fund No. 073760 (the Public-Private
Infrastructure Advisory Facility Umbrella Multi-Donor Trust Fund), and the date of the deposit (the
"Deposit Instructions"). In addition, the Donor will provide a copy of the Deposit Instructions to the Bank's
Accounting Trust Funds Division by e-mail sent to tfiemitadvicea)worldbank.org or by fax sent to+I (202)
614-1315.
6.     The Donor has expressed its preference that the Contribution be used to finance activities in the
Southeast Asia region. It is understood that the Bank cannot ensure that the Contribution will be used for
such preference and that the Bank will not have any obligation to the Donor if such preference cannot be
achieved.


7.     Except with respect to the Deposit Instructions, any notice, request or other communication to be
given or made under this Administration Arrangement will be in writing and delivered by mail, fax or e-
mail to the respective Participant's address specified below or at such other address as such Participant
notifies in writing to the other Participant from time to time:
For the Bank:
Jernima Sy
Program Manager - PPlAF
IPGPF/Infiastructure Finance, PPPs and Guarantees Department
The World Bank
Tel: + 1 202 473 9109
Email: jsy@worldbank.org
For the Donor:
Esther Sainsbury
Acting Director
Southeast Asia Regional Programs - Infrastructure, Energy and Climate Change Section
Southeast Asia Development Policy & Programs Branch
Southeast Asia Maritime Division, Department of Foreign Affairs and Trade
R.G Casey Building
Canberra ACT 0200
Australia
Tel: + 61 432 262 734
Email: Esther.Sainsbury@dfat.gov.au
8,     In the event any amounts are to be returned to the Donor under this Administration Arrangement,
the Bank will transfer such amounts to the Donor, unless otherwise mutually decided with the Bank. When
making any deposit, the Bank will include in its deposit details information (remittance advice) field of its
SWIFT deposit message, information indicating the amount deposited, that the deposit is made by the Bank
in relation to Trust Fund No. 073760 (the Public-Private Infrastructure Advisory Facility Umbrella Multi-
Donor Trust Fund), and the date of the deposit. The Bank will provide a copy of such information to the
Donor.
9.     All annexes hereto constitute an integral part of this Administration Arrangement, whose provisions
taken together will constitute the entire arrangement between the Donor and the Bank. Unless otherwise
specified in an annex hereto, this Administration Arrangement may be amended only by written amendment
between the Bank and the Donor; provided, however, that any annexes to this Administration Arrangement
may be amended only by written amendment of all donors contributing to the Trust Fund.
10.    It is understood that this Administration Arrangement, including any annexes, is not an
international treaty and is not eligible for registration as a treaty under Article 102 of the United Nations
Charter, nor is it, in the Donor's understanding, any other form of international agreement. It is an
administrative arrangement between the Bank and the Donor,
11.    All references made in the Annexes to "shall", "Administration Agreement" and "Parties" will have
the same meaning as the term "will", "Administration Arrangement" and "Participants" herein. In addition,
references in the Annexes to "agreements" or to tenses of the verb "to agree" will be deemed to constitute
references to "decisions" or to tenses of the verb "to decide", and references to "comply", "non-compliance"
and "obligations" will be deemed to constitute references to "adhere", "non-adherence" and "terms".
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12.    Each of the Participants represents, by confirming its acceptance below, that it is authorized to enter
into this Administration Arrangement and act in accordance with its provisions. The Bank and the Donor
are each requested to sign and date this Administration Arrangement, and upon possession by the Bank of
this fully signed Administration Arrangement, this Administration Arrangement will come into effect on
June 30, 2022.
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
INTERNATIONAL DEVELOPMENT ASSOCIATION
By:       PA146 Fj     Usw                               Date:     29-Mar-2022
Pablo Fajnzylber
Director, Strategy and Operations
ISODR/Infrastructure
GOVERNMENT OF AUSTRALIA REPRESENTED BY THE DEPARTMENT OF FOREIGN
AFFAIRS AND TRADE
By:           ,                                          Date:
Jenny    Rin  /
Assist nt Secretary, Southeast Asia Maritime Division
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ANNEX 1
Public-Private Infrastructure Advisory Facility Umbrella Multi-Donor Trust Fund Description
This Annex shall be applicable to and form an integral part of all administration agreements for the Trust
Fund (collectively, the "Administration Agreements" and each an "Administration Agreement") between
the Bank and any entities that provide any funds to the Trust Fund (collectively, the "Donors").
1. Objectives
The objective of the Trust Fund is to increase the availability of green, resilient, affordable, and inclusive
infrastructure services by improving the enabling environment for private sector participation.
2. Activities
The activities to be financed by the Trust Fund are:
2.1.   Bank-executed activities, for which the Bank has implementation responsibility:
(a) Institutions Building for Private Participation in Infrastructure (PPI). Activities under this
component will focus on strengthening the capacity of client countries to improve their policy
and legal frameworks, better identify opportunities, assess risks and increase PPI in the sectors
of energy, transportation, digital development, water and sanitation, solid waste management
and other urban economic infrastructure services, logistics for agriculture trade, logistics for
health service delivery ("Eligible Infrastructure Sectors"). Specific activities will include but
are not limited to: (i) providing technical assistance on good practices on benchmarking PPI
legal, institutional and regulatory frameworks, processes and practices; (ii) carrying out
analysis to identify and mitigate risks to PPI, including climate risks; (iii) convening knowledge
exchange events with relevant stakeholders on PPI issues; (iv) conducting analysis and
developing guidance notes on good practices in PPI planning, programming and project
development, including management of fiscal commitments and contingent liabilities, PPI
model structures, and procurement and contract management; (v) developing and
disseminating tools and knowledge products to increase knowledge and skills on PPl; (vi)
carrying out training and advising on good practices on the development of PPI program
pipelines, fiscal commitments and contingent liabilities, and government support mechanisms;
(vii) advising on good practices on risk allocations provisions and benchmarking risk-treatment
in specific industries; (viii) conducting global research and analysis on the performance of PPI
programs and drivers of success; (ix) carrying out training and providing knowledge inputs in
the development of certification programs for PPP professionals; (x) and collecting, compiling,
analyzing and disseminating PPI data, including financing information and type of project.
(b) Competition and Infrastructure Market Development. Activities underthis component will
aim at supporting client countries to inform the structuring, establishment and regulation of
markets for sustainable infrastructure. Specific activities will include but are not limited to: (i)
carrying out analysis of characteristics of infrastructure markets, including identifying market
failures and barriers to achieve sustainable infrastructure, and existing sector regulatory
frameworks and performance of the regulators; (ii) providing technical assistance on good
practices on developing market structures and regulatory frameworks including good practices
and international industry standards on (A) designing competition and procurement rules,
standards and participation requirements, (B) preparing methods on service standards and tariff
4


settings; (iii) advising on good practices on developing incentive and financing programs to
support market development; (iv) conducting research on the capacity of potential market
participants/suppliers and to understand consumer preference and demand; (v) convening
knowledge exchange events and peer-to-peer learning networks for regulators; and (vi)
disseminating tools on good practices in regulation including methods on tariff setting and
service standards.
(c) Sustainable Infrastructure Funding and Financing. Activities under this component will
focus on supporting client countries to broaden and diversify the sources of sustainable
infrastructure funding and financing. Specific activities will include but are not limited to: (i)
conducting infrastructure financing assessments to quantify funding requirements of
infrastructure; (ii) carrying-out assessment of the economic and financial balance of a specific
infrastructure sector, including the efficiency of funding and financing programs; (iii) assessing
the capacity of national and sub-national entities in the area of financial management, including
revenue mobilization perfornance; (iv) carrying out analyses of constraints to, and ways to
enhance, PPI pipelines; (v) providing technical assistance to client countries on international
comparisons and good practices to review their funding and financing strategy for
infrastructure and identify PPI pipeline or project risks, issues and potential solutions; (vi)
developing and disseminating knowledge on new funding and financing sources and
establishing infrastructure financing programs; and (vii) providing knowledge inputs to
international standard-setting for sustainable infrastructure.
(d) Creditworthiness of Public Counterparties to PPI. Activities under this component will
focus on strengthening the capacity of client countries to improve creditworthiness of national
and subnational government entities engaged in PPL Specific activities will include but are not
limited to: (i) undertaking public expenditure reviews; (ii) developing policy notes on reforms
to state owned enterprises (SOEs) governance and management and management of funding
and finance by sub-national governments (SNGs); (iii) providing technical assistance to client
countries on international good practice on encouraging private financing of infrastructure
through SOEs and SNGs; (iv) providing technical assistance to client countries on good
practices on credit rating preparations and exercises, and post-credit rating performance
improvement; (v) organizing training, workshops and knowledge exchanges on good practices
to improve SOE and SNG ability to access private financing for infrastructure; (vi) sharing
knowledge to enhance the performance, financial capacity and creditworthiness of SNGs; (vii)
developing and disseminating tools, and guidance on good practices on management and
operation of infrastructure; (viii) organizing knowledge exchange events with relevant
stakeholders on increasing private financing for infrastructure through SNGs; and (ix)
collecting and compiling data on infrastructure financing.
(e) Identification, appraisal, and implementation support. Carry out identification and
appraisal of and provide implementation support to Recipient-executed activities.
(f) Program management and administration activities for the Trust Fund, including but not
limited to, supporting any program governance arrangements and Trust Fund related meetings;
planning and executing work plans and budgets; managing communications and conducting
outreach; disseminating lessons learned; reporting on progress; and monitoring and evaluating
the program.
2,2.   Recipient-executed activities, for which one or more Recipients (as defined in Annex 2) have
implementation responsibility:
5


(a) Institutions Building for Private Participation in Infrastructure (PPI). Activities under this
component will support countries' efforts to develop their policy and legal frameworks for PPI
and to strengthen the capacity of public officials to identify opportunities, and assess risks to
increase PPI. Specific activities will include, but are not limited to (i) developing laws and
regulations on PPI development, procurement and management; (ii) developing and
implementing organizational structures, strategies and business plans of public agencies and
units responsible for PPIs; (iii) strengthening the core functions of infrastructure units in charge
of PPI; (iv) carrying out transactions concept design and developing projects for tendering to
the private sector; and (v) conducting roadshows and market sounding on projects.
(b) Competition and Infrastructure Market Development. Activities under this component will
aim at supporting client countries' efforts in the structuring, establishment and regulation of
markets for sustainable infrastructure. Specific activities will include, but are not limited to: (i)
developing roadmaps, regulations and implementation plans for developing infrastructure
markets and promoting competition in any of the Eligible Infrastructure Sectors; (ii)
establishing regulatory bodies, and development of strategies and plans on regulation of
Eligible Infrastructure Sectors; (iii) defining procurement policies and procedures that
introduce competition and private participation in specific infrastructure markets; (iv)
developing incentive programs to foster market-development; (v) assessing the qualifications
of market participants and quality of products; and (vi) developing rules on competition and
anti-trust including inter-operability of systems and open access to key infrastructure.
(c) Sustainable Infrastructure Funding and Financing. Activities under this component will
focus on supporting client countries' efforts to broaden and diversify the sources of sustainable
infrastructure funding and financing. Specific activities will include but are not limited to: (i)
drafting policies, laws and regulations for establishing new infrastructure funding sources at
national and sub-national levels; (ii) preparing bankable infrastructure pipelines, programs and
projects; and (iii) developing and implementing strategies and programs to address
infrastructure financing gaps to leverage private financing.
(d) Creditworthiness of Public Counterparties to PPI. Activities under this component support
client countries' efforts to improve creditworthiness of national and subnational government
entities engaged in PPI. Specific activities will include, but are not limited to: (i) conducting
credit rating assessments; (ii) developing financing strategies and performance improvement
plans for SNGs; (iii) building capacity of SNGs to meet private financing conditions for
infrastructure investments; and (iv) developing and implementing reform programs for SNGs,
including support programs to enhance the ability of SNGs to access private financing.
3. Eligible Expenditures
3.1.   For Bank-executed activities, the Trust Fund funds may be used to finance:
(a) staff costs (excluding short-term consultants and temporaries)
(b) short-term consultants and temporaries
(c) contractual services
(d) equipment and office premises lease cost
(e) equipment purchased
(f)  media, workshops, conferences and meetings
(g) travel expenses
6


3.2.   For Recipient-executed activities, the Trust Fund funds may be used to finance eligible
expenditures in accordance with the Bank's applicable policies and procedures.
4. Taxes
4.1.   The foregoing activities and categories of expenditures may include the financing of taxes in
accordance with the Bank's applicable policies and procedures.
5. Indicative Results Framework
5.1.   An indicative Results Framework for the activities financed by the Trust Fund prepared by the
Bank (the "Results Framework"), in consultation with the Donors, shall be available at the 'Development
Partner Center' website. Such Results Framework, may be revised by the Bank from time to time, in
consultation with the Donors, and shall be used for monitoring and evaluation purposes only.
6. Indicative Budget
6.1,   The Bank shall provide indicative budget information for the Trust Fund at the 'Development
Partner Center' website, which may be updated periodically by the Bank in consultation with the Donors.
Such budget information is for informational purposes only.
7


ANNEX 2
Standard Provisions
This Annex shall be applicable to and form an integral part of all Administration Agreements between the
Bank and the respective Donors.
1. Administration of the Contributions
1.1.   The Bank shall be responsible only for performing those functions specifically set forth in this
Administration Agreement, including its annexes, and shall not be subject to any other duties or
responsibilities to the Donors, including, without limitation, any duties or obligations that might otherwise
apply to a fiduciary or trustee under general principles of trust or fiduciary law. Nothing in this
Administration Agreement shall be considered a waiver of any privileges or immunities of the Bank under
its Articles of Agreement or any applicable law, all of which are expressly reserved.
1.2.   Each Donor's Contribution (collectively, the "Contributions") shall be administered in accordance
with the Bank's applicable policies and procedures, as the same may be amended from time to time,
including its procurement, financial management, disbursement and safeguard policies, its framework to
prevent and combat fraud and corruption and its screening procedures to prevent the use of Bank resources
to finance terrorist activity, in line with the Bank's obligations to give effect to the relevant decisions of the
Security Council taken under Chapter VII of the Charter of the United Nations. The Donors acknowledge
that this provision does not create any obligations of the Bank under the anti-terrorist financing and asset
control laws, regulations, rules and executive orders of an individual member country that may apply to a
Donor.
2. Management of the Contributions
2.1.   The funds deposited in the Trust Fund shall be accounted for as a single trust fund and shall be kept
separate and apart from the funds of the Bank. The funds deposited in the Trust Fund may be commingled
with other trust fund assets maintained by the Bank. The Bank, in its capacity as trustee, has legal title to
the funds deposited in the Trust Fund.
2.2.   The currency in which the funds in the Trust Fund shall be held is United States dollars (the
"Holding Currency").
2.3.   Donors agree to deposit their Contributions in the Contribution Currency stated in their respective
Administration Agreements. In the case of deposits received in a Contribution Currency other than the
Holding Currency, promptly upon the receipt of such amounts and the accompanying Deposit Instructions,
the Bank shall convert such amounts into the Holding Currency at the exchange rate obtained by the Bank
on the date of the conversion. Where deposits prove to be insufficient to complete activities as a result of
exchange rate fluctuations, neither the Bank nor the Donor shall bear any responsibility for providing any
additional financing.
2.4,   The funds deposited in the Trust Fund may be freely exchanged by the Bank into other currencies
as may facilitate their disbursement at the exchange rate obtained by the Bank on the date of the conversion.
8


2.5.   The Bank shall invest and reinvest the funds deposited in the Trust Fund pending their disbursement
in accordance with the Bank's applicable policies and procedures for the investment of trust funds
administered by the Bank. The Bank shall credit all income from such investment to the Trust Fund to be
used for the same purposes as the Contributions.
3. Accounting and Financial Reporting
3.1.   The Bank shall maintain separate records and ledger accounts in respect of the funds deposited in
the Trust Fund and disbursements made therefrom.
3.2.   The Bank shall furnish to the Donors current financial information relating to receipts,
disbursements and fund balance in the Holding Currency with respect to the Contributions via the
'Development Partner Center' website which will be updated quarterly. Within six (6) months after all
commitments and liabilities under the Trust Fund have been satisfied and the Trust Fund has been closed,
the final financial information relating to receipts, disbursements and fund balance in the Holding Currency
with respect to the Contributions shall be made available to the Donors via the 'Development Partner Center'
website.
3.3,   The Bank shall provide to the Donors via the 'Development Partner Center' website, within six (6)
months following the end of each Bank fiscal year, an annual single audit report, comprising (i) a
management report together with an audit opinion from the Bank's external auditors concerning the
adequacy of internal control over cash-based financial reporting for all cash-based trust funds as a whole;
and (ii) a combined financial statement for all cash-based trust funds together with the Bank's external
auditor's opinion. thereon. The cost of the single audit shall be borne by the Bank.
3.4.   If a Donor wishes to request, on an exceptional basis, a financial statement audit by the Bank's
external auditors of the Trust Fund, the Donor and the Bank shall first consult as to whether such an external
audit is necessary. The Bank and the Donor shall agree on the appropriate scope and terms of reference of
such audit. Following agreement on the scope and terms of reference, the Bank shall arrange for such
external audit. The costs of any such audit, including the internal costs of the Bank with respect to such
audit, shall be borne by the requesting Donor.
3.5.   The Bank shall make available to the Donors copies of all financial statements and auditors' reports
received by the Bank from Recipients pursuant to any Grant Agreements (as defined below) in accordance
with the Bank's Access to Information Policy.
4. Progress Reporting; Review or Evaluation of Activities: Financial Management
4.1.   The Bank shall provide the Donors with annual written progress reports by November 30. The
progress reports shall be provided with reference to the Results Framework. Within six (6) months of the
End Disbursement Date (as defined below), the Bank shall provide the Donors with a final narrative
progress report for the Trust Fund.
4.2,   Any Donor may review or evaluate activities financed by the Trust Fund at any time up to closure
of the Trust Fund. The Donor and the Bank shall agree on the scope and conduct of such review or
evaluation, and the Bank shall provide all relevant information within the limits of the Bank's applicable
policies and procedures. All associated costs, including any costs incurred by the Bank, shall be borne by
the Donor. It is understood that any such review or evaluation will not constitute a financial, compliance
or other audit of the Trust Fund.
9


4.3.   The Bank shall, consistent with its policies and procedures, take all appropriate measures to prevent
corrupt, fraudulent, collusive, coercive and obstructive practices in connection with the use of the Trust
Fund funds, and include provisions in its agreements with Recipients to give full effect to the relevant Bank
guidelines on fraud and corruption.
4.4.   In the event that the Bank determines that there are credible and material allegations of fraud,
corruption, collusion or coercion in relation to Recipient-executed and/or Bank-executed activities financed
by the Trust Fund that result in the Bank opening an investigation into such allegations (an "Investigation"),
the Bank shall, in accordance with its applicable policies and procedures:
(i)    take timely and appropriate action with respect to such allegations and, where relevant, seek
appropriate redress, including potential sanctions;
(ii)   as soon as practicable, inform the Donors of the outcome of the Investigation, provided that the
Donors agree to keep such information confidential pursuant to paragraph 6.3 of Annex 2,
unless such information is already publicly available;
(iii)  on a case by case basis, decide whether to share information with Donors on an active
Investigation, and provided that the Donors agree to keep such information confidential
pursuant to paragraph 6.3 of Annex 2;
(iv)   take all necessary actions to recover funds that are the subject of an Investigation where the
Bank has determined it as appropriate; and
(v)    to the extent that any funds are refunded to the Trust Fund following an Investigation, the Bank
shall use such funds for the same purposes as the Contributions, unless otherwise agreed
between the Bank and each Donor.
5. Disbursement; Cancellation; Withholding of Payments
5,1.   It is expected that the funds deposited in the Trust Fund will be fully disbursed by the Bank by June
30, 2032 (the "End Disbursement Date"). The Bank shall only disburse funds deposited in the Trust Fund
for the purposes of this Administration Agreement (other than returns to Donors) after such date to the
extent such date is changed in accordance with amendments made to the Administration Agreements of all
the Donors. Following the End Disbursement Date, the Bank shall return any remaining balance of the
Trust Fund to each Donor in the Holding Currency in the manmer specified in its respective Administration
Agreement on a pro rata basis with regard to the total funds deposited in the Trust Fund by such Donor
relative to the total funds deposited in the Trust Fund by all Donors, all calculated as Holding Currency
amounts.
5.2.   Any Donor may cancel all or part of such Donor's pro rata share, and the Bank may cancel all or
any Donors' pro rata shares, upon three (3) months' prior written notice, of any Contributions (paid and not
yet paid) that are not committed pursuant to any agreements entered into between the Bank and any
consultants and/or other third parties for the purposes of this Administration Agreement, including any
Grant Agreements, prior to the receipt of such notice. In the event of a cancellation, the Bank shall return
to the Donor its pro-rata share in the Holding Currency as specified in paragraph 2.2 of this Annex 2, unless
otherwise agreed between the Bank and the Donor.
10


5.3.   If in the reasonable opinion of a Donor, the Bank has failed to comply to a material extent with its
obligations under this Administration Agreement, the Donor and the Bank agree to discuss the non-
compliance with a view to resolving the matter. If the Bank and the Donor fail to agree on the measures to
be taken or the Bank fails to take relevant measures as may be agreed between the Donor and the Bank, the
Donor may, upon thirty (30) days prior written notice, withhold all or any portion of an Installment that has
not yet been disbursed to the Bank, until such time as the measures have been taken.
6. Disclosure; Visibility
6.1.   The Bank and the Donors agree that the Administration Agreements will be made publicly available
and that any related information on this Trust Fund in the Bank's and the Donor's possession may be publicly
disclosed in accordance with (1) the Bank's policies and procedures with respect to any such information in
the Bank's possession; and (ii) the Donors' applicable laws with respect to any such information in the
Donors' possession.
6.2.   Notwithstanding paragraph 6.1 above, neither the Bank nor any of the Donors shall publicly
disclose information in their respective possession related to the Trust Fund that has been indicated or
marked in writing by either Party as confidential, unless prior written consent has been obtained from the
Party providing the infonnation or the Donors are otherwise obliged to do so under applicable laws with
respect to information in their possession.
6.3.   Notwithstanding paragraphs 6.1 and 6.2 above, the infornation provided under paragraphs 4.4 (ii)
and 4.4 (iii) shall be subject to the terns of confidentiality accompanying such information, and the Donors
shall not disclose such infonration outside the office to which the information is provided, unless: (i) prior
written consent has been obtained from the Bank; or (ii) the Donors are obliged to do so in accordance with
applicable laws, in which case the Donors will notify the Bank accordingly prior to such disclosure. If a
Donor is not able to commit to keep such information confidential in accordance with its applicable laws,
then the Donor shall inform the Bank accordingly.
6.4.   Where appropriate to do so, the Bank will acknowledge, the Donors' contributions in references
made by the Bank with respect to the Trust Fund in publications, press releases or other similar written
materials.
7. Dispute Resolution: Limitation on Donor Liability
7.1,   The Donors and the Bank shall use their best efforts to amicably settle any dispute, controversy, or
claim arising out of or relating to the Administration Agreements.
7.2.   In providing funds under this Administration Agreement, the Donors do not accept any
responsibility or liability towards any third parties including any claims, debts, demands, damage or loss as
a result of the implementation of the activities under the Trust Fund.
8. Grants to Recipients
8.1.   The Bank shall, as administrator of the Trust Fund on behalf of the Donors, enter into one or more
grant agreements (the "Grant Agreements") with recipients (the "Recipients") consistent with the purposes
of this Administration Agreement and on the terms and conditions set forth in the Grant Agreements. Grant
Agreements may be entered into up to the maximum amount of the Contributions that all Donors have
agreed to make available under the Administration Agreements between the Bank and the Donors.
11


8.2.   The Bank shall be responsible for the supervision of the activities financed tinder any Grant
Agreements. Subject to the consent of any relevant Recipients, representatives of the Donors may be invited
by the Bank to participate in Bank supervision missions related to the Trust Fund.
8.3.   The Bank shall promptly inform the Donors of any significant modification to the terms of any
Grant Agreements and of any contractual remedies that are exercised by the Bank tinder any Grant
Agreements. To the extent practicable, the Bank shall afford the Donors the opportunity to exchange views
before effecting any such modification or exercising any such remedy.
9. Trust Fund Fee
9.1,   The Bank shall deduct from the Trust Fund and retain for its own account a fee equal to 12% of the
amount for Bank-executed activities upon disbursement of such amounts.
9.2.   (a) For Recipient-executed activities, the Bank shall calculate a fee each time funds (the "Grant
Amount") from the Trust Fund become committed under a Grant Agreement. Such commitment shall occur
when such Grant Agreement is fully countersigned (the "Calculation Date"). The fee so calculated by the
Bank shall be based on the cumulative total of funds from the Trust Fund committed under all Grant
Agreements that have been fully countersigned on or prior to the Calculation Date (the "Cumulative Grant
Total"). The calculated fee shall depend on where the Cumulative Grant Total stands as the Grant Amount
is added and shall be determined in accordance with the following schedule:
(i)    5% of any portion of the Grant Amount that results in a Cumulative Grant Total below or
equal to US$ 50 million or equivalent; plus
(ii)   4% of any portion of the Grant Amount that results in a Cumulative Grant Total above
US$ 50 million or equivalent and below or equal to US$ 500 million or equivalent; plus
(iii)  3% of any portion of the Grant Amount that results in a Cumulative Grant Total above
US$ 500 million or equivalent and below or equal to US$ 1 billion or equivalent; plus
(iv)   2% of any portion of the Grant Amount that results in a Cumulative Grant Total above
US$ 1 billion (or equivalent).
(b) Following each Calculation Date, the Bank shall deduct from the Trust Fund, and retain for its own
account, the fee as set forth above. Grant Amounts may not exceed the balance of uncommitted funds in
the Trust Fund net of the related fee.
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ANNEX 3
Governance
This Annex shall be applicable to and form an integral part of all Administration Agreements between the
Bank and the respective Donors.
1      A Partnership Council will be established to:
(a)    provide strategic guidance and direction on the implementation of this Trust Fund and any
other Bank administered trust funds that, as determined by the Bank, support the
achievement of the Trust Fund's objective ("Associated Trust Funds"): and
(b)    review progress reports provided by the Bank on the results framework for the Trust Fund
and any Associated Trust Funds.
2.     The Partnership Council will comprise the following members:
(a)    representatives from the Bank, including as chair:
(b)    a representative of each Donor contributing to this Trust Fund; and
(c)    a representative of each Donor contributing to Associated Trust Funds.
3.     The Partnership Council will be expected to meet annually, as convened by the Bank. Meetings
may be conducted physically or virtually. The Bank may agree to hold ad hoc meetings of the Partnership
Council at the request of a member.
4.     The Bank may, in consultation with the Partnership Council, invite other relevant stakeholders to
attend meetings of the Partnership Council.
5.     The Donors contributing to the Trust Fund and the Bank will endorse annual work plans and
budgets for the Trust Fund presented by the Bank during the Partnership Council meetings. Decisions will
be made by consensus of the Bank and the Donors contributing to the Trust Fund.
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