Administration Agreement between the Federal Republic of Germany, acting through its Federal Ministry for Economic Cooperation and Development (BMZ) and the International Bank for Reconstruction and Development and the International Development Association concerning the Global Program/or Sustainability Multi-Donor Trust Fund (Trust Fund No. 073257) Donor Reference No. BMZ No. 2018.7991.5 I. The International Bank for Reconstruction and Development and the International Development Association (collectively, the ·' Bank") acknowledge that the Federal Republic of Germany, acting through its Federal Ministry for Economic Cooperation and Development (BMZ) (the ·'Donor··, and together with the Bank, the "Parties··. and each a ·'Party"') agrees to provide the sum of two mi II ion Euro (EUR 2,000,000) (the ··Contribution.. ) for the Global Program for Sustainability Multi-Donor Trust Fund (Trust Fund No. 073257) (the "Trust Fund'.) in accordance with the terms of this Administration Agreement. Other donors are also expected to contribute to the Trust Fund on the terms and conditions specified in the Annexes to this Administration Agreement. 2. The Contribution shall be ·used to finance the activities set forth in the ·'Global Program for Sustainability Multi-Donor Trust Fund Description" attached hereto as Annex I, and shall be administered by the Bank on behalf of the Donor in accordance with the terms of this Administration Agreement, including the ·'Standard Provisions" attached hereto as Annex 2 and the provisions on '·Governance'· attached hereto as Annex 3. 3. The Donor shall deposit the Contribution in accordance with the following schedule and in the currency specified in paragraph 1 above (''Contribution Currency") into such bank account designated by the Bank (each amount deposited hereinafter referred to as an ·' Installment") upon subm ission ofa payment request by the Bank: (A) By January 15, 2019-EUR 1,000.000 (B) By June 15. 2020 - EUR 1,000.000 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 discuss and agree to revise the Installment schedule. as confirmed by the Bank to the Donor in writing. 5. When making any deposit, the Donor shall instruct its bank to include in its deposit details information (reminance advice) field of its SWIFT deposit message. information indicating: the amount deposited. that the deposit is made by the Donor for TF073257 (the Global Program for Sustainability Multi-Donor Trust Fund), and the date of the deposit (the "Deposit Instructions''). In addition. the Donor shall provide a copy of the Deposit Instructions to the Bank·s Accounting Trust Funds Division by e-mail sent to tfremitadvice@ worldbank.org or by fax sent to + I (202) 614-1315 . 6. Except with respect to the Deposit Instructions. any notice, request or other communication to be given or made under this Administration Agreement shall be in writing and delivered by mail. fax or e-mail to the respective Party 's address specified below or at such other address as such Party notifies in writing to the other Party from time to time: For the Banlc (the " Bank Contact"): Raffaello Cervigni Lead Environmental Economist Environment and Natural Resources Global Practice The World Bank Via Labicana. 110 00184 Rome, Italy Tel : + 1-202-458-8473 Fax: +39 06 777 10 246 E-mail : Rcervigni@worldbank.org For the Donor (the " Donor Contact"): Ulrike Haupt Head of Di vision 410 Environment. sustainable use of natural resources, biodiversity. marine conservation DahlmannstraBe 4 53 I 13 Bonn - Germany Tel: +49 228 99 535 3520 Fax: +49 228 99 IO 535 3520 E-mail: ulrike.haupt@bmz.bund.de 7. In the event any amounts are to be returned to the Donor under this Administration Agreement, the Bank shall transfer such amounts to the Donor, unless otherwise agreed with the Bank. When making any deposit, the Bank shall 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 TF073257 (the Global Program for Sustainability Multi-Donor Trust Fund), and the date of the deposit. The Bank shall provide a copy of such information to the Donor. 8. At the date of Bank' s signature of this Administration Agreement, the Indirect Rate (as defined in Annex I to this Administration Agreement) is 17%. 9. All annexes hereto constitute an integral part of this Administration Agreement, whose terms taken together shall constitute the entire agreement and understanding between the Donor and the Bank. Unless otherwise specified in an annex hereto, this Administration Agreement may be amended only by writt.e n amendment between the Bank and the Donor; provided, however, that any annexes to this Administration Agreement may be amended only by written amendment of all donors contributing to the Trust Fund. [remainder ofpage intentionally left blank] 2 I0. Each of the Parties represents, by confinning its agreement below. that it is authorized to enter into this Administration Agreement and act in accordance with these tenns and conditions. The Parties are requested to sign and date this Administration Agreement, and upon possession by the Bank of this fully signed Administration Agreement. this Administration Agreement shall become effective as of the date of the last signature. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT INTERNATIONAL DEVELOPMENT ASSOCIATION By: Karin Erika Kemper Name: Title: senior Director Environment and Natural Resources Global Practice I 9-Dec-2018 Date: FEDERAL REPUBLIC OF GERMANY, ACTING THROUGH ITS FEDERAL MINISTRY FOR ECONOMIC COOPERATION AND DEVELOPMENT (BMZ) By: (10~6%~ Name: l1l2 ,·u F ffAu?! Title. 11-EtfJJofG/./v;rtJJ.IHfNJV; v ;-r ;oA-1 Date: 2& -V!t{M.A.J.v 26 Af 3 ANNEX I Global Program for Sustainability 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"). I. Objectives The objective of the Trust Fund is to promote the use of quality data on natural capital and ecosystem services to inform government and private sector decisions. 2. Activities The activities to be financed by the Trust Fund are: 2. 1. Bank-executed activities, for which the Bank has implementation responsibility: ( I) Global information on natural capital and sustainability (i) Measuring sustainability: Developing global databases and data tools on natural capital and ecosystem services and other data tools to assess the sustainability of the use of natural capital, including for the valuation of natural capital and ecosystem services and environmental externalities. (ii) Mainstreaming sustainability: Conducting analysis at the global and country level of environmental sustainability topics, including for use in technical and policy-oriented reports to inform decision-making, guidance notes and training material. and evaluation of incentives schemes (including concessional finance) to encourage the conservation and sustainable use of natural capital and ecosystem services. (2) Country level support to integrate natural capital approaches in decision making (i) Country-level support: (a) Provision of technical assistance ro support client countries in the establishment of Natural Capital and Ecosystems accounts and approaches (NCA) to inform decision making at the policy level, including through the development of technical guidelines and toolkits for updating and implementing accounts, outreach, dissemination, and training activities based on lessons learned and international good practices; (b) Provision of technical assistance for integrating natural capital and sustainability in the analysis and design development projects, programs, plans and policies at the national and local level. (ii) Regional Activities: Promoting regional cooperation to advance the use of CA in client countries including through the provision of training and knowledge sharing tools and platforms at the regional level , the establishment of regional communities of practice. and support to south- south exchanges . (iii) Global Activities: Promoting global cooperation to advance the use of CA, in collaboration with relevant international partners, including through the development of knowledge products, the provision of training, the preparation and dissemination of communication material. and the organization of regional and global fora . 4 (3) Promoting sustainable finance (i) Improved sustainability information for .financial markets: Developing databases and data tools, integrating Environmental. Social and Governance (ESG) considerations, to inform relevant public and private sectors stakeholders in their decision-making. (ii) Research agenda: Carrying out analytical studies on the relationship between environmental factors and material risks and returns for investors. (iii) Sustainable .finance assessment framework: Developing a framework to inform client countries· assessment of the impact of climate and environmental risks and opportunities on the financial sector. and providing technical assistance for its adoption in pilot countries. (iv) Capacity building, disclosure, and engagements: (a) Providing capacity building and technical assistance to assist client countries in the development of approaches to deepen green finance markets. improve risk management practices, and enhance disclosure practices; (b) Providing technical assistance to financial sector regulatory agencies in client countries to build their capacity in the performance of their oversight functions over the ESG performance of regulated entities. including in ten11s of contribution to the Sustainable Development Goals; and (c) Disseminating knowledge on sustainable finance measures and instruments, including through conferences and workshops. ( 4) 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. (5) Implementation Support: Provide implementation support to Recipient-executed activities. 2.2. Recipient-executed activities, for which one or more Recipients (as defined in Annex 2) have implementation responsibility: (I) Provision of grants to Recipients to develop and implement natural capital accounting and .· sustainable finance assessments. 3. Eligible Expenditures 3.1. For Bank-exec-uted 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) media, workshops. conferences and meetings; and (e) travel expenses. 3.2. For purposes of this paragraph 3: (i) "staff costs (excluding short term consultants and temporaries)" includes salaries, benefits and the Indirect Rate charged to the Trust-Fund as applicable under Bank policies and procedures; and (ii) "short term consultants and temporaries" includes fees and the Indirect Rate charged to the Trust Fund as applicable under Bank policies and procedures. 5 3.3 . The "Indirect Rate" means the indirect rate, defined as a percentage of personnel costs and available at the Development Partner Center website, as such rate may be revised from time to time by the Bank and applied to this Trust Fund, in accordance with its policies and procedures. 3.4. 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 fin ancing 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 T rust 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 mon itoring 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. 6 ANNEX 2 Standard Provisions This Annex shall be applicable to and fonn an integral part of all Administration Agreements between the Bank and the respective Donors. I. Administration of the Contributions I. I. 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. I .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 Vil 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 the,ir 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. 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. 7 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 financ ial 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. lf 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 ofreference 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 ofall 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 May I of each year. The progress reports shall be provided with reference to the results framework agreed by the Bank and the Donors, as such Results Framework may be reviewed by the Parties from time to time. Within six (6) months of the End Disbursement Date (as defined below), the Bank shall provide to 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. 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. 8 4.4. In the event that the Bank detennines 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. infonn 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 infonnation 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. s. Disbursement; Cancellation; Withholding of t>-avments 5.1. It is expected that the funds deposited in the Trust Fund will be fully disbursed by the Bank by December 3 I. 2025 (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 manner 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. 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. 9