THE WORLD BANK WORLDBANKGROUP Date: 03-jun-2019 Adele Plummer Unit Manager Climate Change and Environment New Zealand Ministry of Foreign Affairs and Trade 195 Lambton Quay Private Bag 18-901 Wellington, 6010 New Zealand Donation to the Adaptation Fund Trust Fund (TF No. 069013) Dear Ms. Plummer: 1. We are pleased to acknowledge the intention of New Zealand, acting through its Secretary of Foreign Affairs and Trade (the "Donor") to make a donation to the Adaptation Fund Trust Fund (TF No. 069013) (the "Trust Fund") in the amount of three million New Zealand Dollars (NZD 3,000,000) (the "Donation") in accordance with the terms of this arrangement 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 Donor will deposit the Donation into such bank account designated by the International Bank for Reconstruction and Development (the "IBRD"), as Trustee for the Adaptation Fund (the "Trustee"), promptly following countersignature of this Letter by the Donor and submission of a payment request by IBRD. 3. When making such deposit, 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 "Payment Instruction"). In addition, the Donor will provide a copy of Donor's Payment Instruction to the Trustee by e-mail sent to aftrustee(@worldbank.or. 4. The Trustee will convert the Donation funds into the holding currency of the Trust Fund, namely United States Dollars, promptly upon receipt of the Donation funds and the Payment Instruction containing the information specified in paragraph 3 at the exchange rate obtained by the Trustee on the date of the conversion. 5. Except as provided for in paragraph 3 above, 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 Fax: +1 202 522 2447 E-mail: aftrustee@worldbank.org -2- For the Donor: Kiri Stevens Policy Officer New Zealand Ministry of Foreign Affairs and Trade 195 Lambton Quay Private Bag 18-901 Wellington, 6010 New Zealand Tel: +64 21944248 E-mail: kiri.stevens@mfat.govt.nz 6. This Letter may be modified only by written consent between the Donor and the Trustee. 7. 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. It is understood that this Letter and the arrangements contained herein, including Annex 1, is not an international treaty. All references made in Annex 1 to "shall" and "agreement" will be construed as meaning "will" and "arrangement" respectively herein. 8. Please confirm your acceptance of 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 arrangement 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 CwbW rmwavu Cecile Fruman Acting Director Trust Funds and Partner Relations Development Finance CONFIRMED AND ACCEPTED: NEW ZEALAND ACTI THROUGH ITS SECRETARY OF FOREIGN AFFAIRS AND TRADE __ _ _ _ _ _ _ _ _Date: 0 7 'V Adele Plummer Unit Manager Climate Change and Environment -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 Eighth 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 tenns 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.