OFFICIAL r
DOCUMENTS
Contribution Agreement
Between Sweden, acting through the Swedish International Development
Cooperation Agency, and the International Bank for Reconstruction and
Development Concerning the Concessional Financing Facility Trust Fund
(MTO 069029)
WHEREAS, this Contribution Agreement is entered into by Sweden, acting through the Swedish
International Development Cooperation Agency (the "Supporting Country") and the International
Bank for Reconstruction and Development, as Trustee (the "World Bank," and together with the
Supporting Country, the "Parties") for the purpose of receiving funds for the Trust Fund,
MTO 069029, supporting the Concessional Financing Facility (the "CFF"), and for which capitalized
terms used herein are used as defined in the Glossary in the Operations Manual of the CFF, as
approved by the Steering Committee of the CFF; and
WHEREAS, the governance structure and operating principles, guidelines and procedures for the
day-to-day operations of the CFF are set forth in the Operations Manual;
NOW THEREFORE, the Parties hereto agree as follows:
1. The Supporting Country hereby agrees to contribute a total amount of SEK 180,000,000 (one
hundred eighty million Swedish Kronor) (the "Contribution") to the Trust Fund as specified in
Section 3 below.
2. The Contribution shall be administered by the Trustee on behalf of the Supporting Country
in accordance with the terms and conditions specified (i) in this Contribution Agreement, including
Annex 1 (Standard Provisions), which constitutes an integral part of this Contribution Agreement,
and (ii) the Operations Manual (including the Glossary), whose terms shall apply hereto. The
Supporting Country acknowledges and agrees to the terms of the Operations Manual, as may be
amended from time to time. Other contributors may contribute to the Trust Fund on such terms and
conditions (collectively, "Supporting Countries"); provided that each such Supporting Country
agrees to the same terms and conditions attached hereto as Annex 1. In the event of conflict, the
terms of this Contribution Agreement shall prevail over the Operations Manual.
3. Notwithstanding the provisions of Section 2 above, as agreed by the CFF Steering
Committee on November 22, 2016, the Supporting Country shall not be bound by the provisions of
paragraph 40 of the Operations Manual with respect to information presented or marked in writing
as confidential as it relates to the need to obtain the presenting party's written consent prior to
disclosing confidential information; provided that it shall handle any requests by third parties to
obtain access to such information under its provisions on secrecy, as provided for in the Public
Access to Information and Secrecy Act. In addition, with reference to paragraph 8 of the Operations
Manual, the Swedish International Development Cooperation Agency recognizes that Sweden is the
Supporting Country for governance purposes of the CFF, such that there shall be one Member for
Sweden on the Steering Committee regardless of the number of Swedish entities providing
contributions.
4. The Supporting Country shall deposit the Contribution in cash through bank transfer(s) into
such account with such bank designated by the Trustee in accordance with the following payment
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schedule and currency, including designations of specified amounts to specific Windows, in each
case upon submission of a payment request by the Trustee:
Installment Payment Date Contribution Window Amount
Currency Desi ion
Upon effectiveness of this SEK Lebanon/Jordan 80,000,000
Contribution Agreement
On or before December 31, 2017 SEK Leb-Jordan 50,000,000
On or before December 31, 2018 SEK Lebanon/Jordan 50,000,000
TOTAL SEK 180,000,000
5. When making deposits, the Supporting Country shall instruct its bank to include in its
payment details information (remittance advice) field of its SWIFT payment message, information
indicating: the amount paid, that the payment is made by the Supporting Country for the Trust Fund
(MTO 069029), and the date of the deposit.
6. The offices responsible for coordination of all matters related to the implementation of this
Contribution Agreement are, except as may be notified in writing to the other Contact:
For the Trustee (the "Trustee Contact"):
Director
Trust Funds and Partnerships
Development Finance
The World Bank
1818 H Street, NW
MSN G 6-602
Washington, DC 20433, U.S.A.
Email: cfftrustee@worldbank.org
For the Supporting Country (the "Supporting Country Contact"):
Sara Ulviing Flygare
Programme Manager
Swedish International Development Cooperation Agency
SE-105 25
Stockholm, Sweden
Tel: +46 8 698 51 87
Email: sara.ulvangflygare@sida.se
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7. This Contribution Agreement may be amended by written agreement between the Trustee
and the Supporting Country; provided, however, that (i) Annex 1 attached hereto may be amended
only by written agreement between the Trustee and all Supporting Countries contributing to the Trust
Fund, and (ii) the Operations Manual may be amended by the Steering Committee according to its
terms with such amendment becoming automatically applicable to this Contribution Agreement as
and when such amendment becomes effective without the need for further written agreement between
the Trustee and the Supporting Country; in both cases (i) and (ii) provided further that any such
amendment does not conflict with other terms of the Contribution Agreements and is consistent with
the World Bank's Articles of Agreement, policies and procedures, as determined by the World Bank,
and the ISAs' applicable policies and procedures.
8. This Contribution Agreement constitutes the entire agreement of the Parties with respect to
its subject matter and supersedes all oral communication and prior writings with respect thereto.
9. This Contribution Agreement may be executed in separate counterparts, all of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties hereto, acting through their duly authorized representatives,
have caused this Contribution Agreement to be signed in their respective names. This Contribution
Agreement shall become effective as of the date of the last signature.
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT,
as Trustee of the Trust Fund supporting the Concessional Financing Facility
Jaehyang So, Director
Trust Funds and Partnerships
Development Finance
Date: OV6 fr 23, 20t(
SWEDEN, ACTING THROUGH THE SWEDISH INTERNATIONAL DEVELOPMENT
COOPERATION AGENCY
Ewa Werner-Dahlin
Head of Department, HUMASIEN,
Swedish International Development Cooperation Agency
Date: -
Attachments:
Annex 1 (Standard Provisions)
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ANNEX 1
Standard Provisions
This Annex shall be applicable to and form an integral part of each Contribution Agreement entered
into between the World Bank as Trustee, acting not for its own account, but solely in its capacity as
Trustee of the Trust Fund supporting the Concessional Financing Facility ("CFF"), and each
Supporting Country with respect to its respective Contribution to the Trust Fund.
1. Role of the Trustee
1.1 The Trustee shall be responsible only for performing those functions specifically set forth in
the Contribution Agreements and Financial Procedures Agreements and shall not be subject to any
other duties or responsibilities to the Supporting Countries, ISAs or Benefitting Countries, 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 the Contribution Agreements or the Financial
Procedures Agreements shall be considered a waiver of any privileges or immunities of the World
Bank under its Articles of Agreement or any applicable law, all of which are expressly reserved.
2. Receipt of Contributions
2.1 Contributions to the Trust Fund may be received from eligible contributors, as specified in
the Operations Manual, that enter into a Contribution Agreement with the Trustee (each a Supporting
Country in relation to their respective Contribution Agreements), consistent with the World Bank's
applicable policies and procedures.
2.2 Contributions shall be provided to the Trustee for deposit into the Trust Fund in the currency
stated in the Contribution Agreement or amendment thereto. With respect to each Contribution,
funds provided to the Trustee in a currency other than the Operating Currency of the Trust Fund shall
be promptly converted by the Trustee to the Operating Currency.
2.3 Supporting Countries may make Contributions to the Trust Fund by means of payment in
cash or, with agreement of the Trustee, by delivery to the Trustee of instruments payable on demand
or similar obligations in a form acceptable to the Trustee. Contributions may be paid in one lump
sum or installments on the terms agreed with the Trustee and specified in the respective Contribution
Agreement.
3. Administration of Contributions
3.1 The Trustee shall account for Contributions as a single trust fund and keep them separate
and apart from the funds of the World Bank. The Contributions may be commingled with other trust
fund assets maintained by the World Bank.
3.2 The Contributions may be freely exchanged by the Trustee into other currencies to facilitate
operations.
3.3 The World Bank shall invest and reinvest the funds in the Trust Fund pending their transfer
in accordance with the World Bank's applicable policies and procedures for the investment of trust
funds administered by the World Bank. The Trustee shall credit all income from such investment to
the applicable Window of the Trust Fund to be used for the purposes of the Trust Fund.
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3.4 The allocation of funds may be approved by the Steering Committee only to the extent
resources are available in the Trust Fund, meaning available cash less any funds already allocated,
committed or transferred by the Trustee, as determined by the Trustee. Subject to the availability of
Trust Fund resources as determined by the Trustee, the Trustee shall allocate, commit, transfer or
use such funds for purposes approved and in the amounts approved by the Steering Committee in
accordance with the terms of the Contribution Agreements and the Financial Procedures Agreements.
3.5 Upon the transfer of funds from the Trust Fund to an ISA by the Trustee, neither the Trustee
nor the Coordination Unit shall have any responsibility, fiduciary or otherwise, for the use of such
funds or related activities, including all Concessionality Components and Underlying Operations.
The Supporting Countries acknowledge and agree that the Trustee shall transfer funds allocated and
committed to ISAs without any responsibility for, or substantive review by, the Trustee or the
Coordination Unit of any Funding Requests submitted to the Steering Committee or any activities
implemented in connection therewith. The Supporting Countries further acknowledge and agree that
the application of applicable ISA policies and procedures, including with respect to any ISA
approvals needed for the Trustee to consider such funds to be committed to the ISA, shall be the full
responsibility of the ISA, not the Trustee or the Coordination Unit.
4. Use of Funds
4.1 Funds from the Trust Fund may be transferred by the Trustee to ISAs for use by such ISAs,
the Trustee and the Coordination Unit for purposes approved by the Steering Committee and in
accordance with the Operations Manual.
5. Costs of the Trustee and the Coordination Unit
5.1 Support to the CFF is provided by the Trustee and the Coordination Unit on a full cost
recovery basis. Costs incurred by the Trustee and the Coordination Unit shall at all times be covered
in their entirety by the Trust Fund, according to the process set forth in the Operations Manual;
provided that any change to such process shall be subject to the consent of the Trustee and
Coordination Unit.
6. Records and Reporting
6.1 The Trustee shall maintain separate records and ledger accounts with respect to the funds in
the Trust Fund and transfers made therefrom. The Trustee shall maintain books, records, documents,
and other evidence in accordance with the Trustee's usual procedures to substantiate the management
of funds in the Trust Fund, including with respect to each Window.
6.2 The Trustee shall report to the Steering Committee semiannually, or as otherwise mutually
agreed among the Trustee and the Steering Committee, on the financial status of the Trust Fund,
including information on the status of Contributions, investment income, Allocations, Commitments,
transfers and funds available for approval by the Steering Committee.
6.3 The Trustee shall provide financial information to the Supporting Countries about the
receipts, disbursements and Trust Fund balance within six (6) months after all commitments and
liabilities under the Trust Fund have been satisfied and the Trust Fund has closed.
6.4 The Trustee shall make publicly available, within six (6) months following the end of each
Fiscal Year, an annual single audit report, comprising (i) a management assertion together with an
attestation from the World Bank's external auditors concerning the adequacy of internal control over
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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 World Bank's external auditors' opinion
thereon.
6.5 If a Supporting Country wishes to request, on an exceptional basis, an audit of the financial
statements of the Trust Fund by the World Bank's external auditors, the Supporting Country may
seek such audit through the Steering Committee. If the Steering Committee agrees to request such
an audit, the Steering Committee shall designate one of its members to act on the Steering
Committee's behalf for the specific purpose. The designated representative and the World Bank
shall first consult as to whether such an external audit is necessary, in which case the World Bank
and the designated representative shall agree on the appropriate scope and terms of reference of such
audit. Following agreement on the scope and terms of reference, the World Bank shall arrange for
such external audit. The costs of any such audit, including the internal costs of the World Bank with
respect to such audit, shall be borne by the requesting Supporting Country, unless the Steering
Committee agrees to instruct the Trustee to pay the costs of any such audit from available funds in
the Trust Fund. In the event the Steering Committee does not agree to request such an audit, and the
Supporting Country has a statutory, regulatory or policy environment requiring such Supporting
Country's ability to make such a request unilaterally, such Supporting Country may proceed in lieu
of the designated representative as specified above.
6.6 The Supporting Countries acknowledge and agree that the provision of any financial
statements and progress reports from ISAs is the responsibility of the respective ISA.
7. Dispute Resolution
7.1 The Supporting Countries and the Trustee, in coordination with the Steering Committee and
the Coordination Unit, as applicable, agree to make every effort to settle amicably, by way of
consultation and other remedies as set out below, any dispute or controversy arising out of or relating
to the Contribution Agreements.
7.2 To the extent feasible, any dispute or controversy between a Supporting Country and an ISA
under the ISA's respective Financial Procedures Agreement shall, in the first instance, be resolved
amicably directly between the Steering Committee and the ISA without requiring involvement of the
Trustee, the Coordination Unit or individual Supporting Countries. The Supporting Countries agree
that they may collectively through the Steering Committee, as undertaken by one of its members
specifically designated to act on the Steering Committee's behalf for the specific purpose, address to
the ISA a request to settle amicably such dispute or controversy with respect to any breach of its
Financial Procedures Agreement.
7.3 In the event efforts to settle amicably a dispute or controversy through the Steering
Committee under Section 7.2 are not satisfactory to the Supporting Country with the dispute or
controversy, and such Supporting Country has a statutory, regulatory or policy environment requiring
such Supporting Country's ability to make such a request unilaterally, such Supporting Country may
address a request for amicable settlement, in accordance with the terms and in the manner provided
for in this Contribution Agreement, directly to the ISA.
7.4 Each Supporting Country shall be considered an interested party under each Financial
Procedures Agreement and shall have the option to address a request to the respective ISA to settle
amicably, in accordance with the terms and in the manner provided for in the respective Financial
Procedures Agreement, a dispute or controversy regarding any breach by the ISA thereof, whether
for itself under Section 7.3 or on behalf of the Steering Committee under Section 7.2.
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8. End Dates and Termination
8.1 No new Funding Requests will be approved by the Steering Committee after the End
Approval Date, unless approved by the Steering Committee with consent of the Trustee.
8.2 Any Supporting Country may, upon ninety (90) days' advance written notice, cancel all or
part of its Supporting Country Share as calculated at the end of the notice period. In the event of
such cancellation, the Trustee shall return to such Supporting Country the amount of its Supporting
Country Share by transferring the funds directly to (i) such Supporting Country, (ii) such Supporting
Country's donor balance account held by the World Bank, or (iii) another trust fund administered by
the World Bank, as instructed in writing by the Supporting Country Contact.
8.3 The Trustee may terminate its role as Trustee of the Trust Fund for the CFF at any time after
providing the Steering Committee, all the Supporting Countries, all the Benefitting Countries and all
the ISAs ninety (90) days' advance notice in writing. Following termination, the Trustee shall carry
on no business for the Trust Fund except for the purpose of winding up its affairs. The Trustee shall,
in consultation with the Steering Committee, take all necessary action for winding up its affairs in
an expeditious manner.
8.4 Following the date when all funds allocated and committed by the Trustee have been fully
transferred to the ISA and all investment income on such funds and any unused funds are returned
by the ISA to the Trustee, the Trustee shall return to each Supporting Country the amount of its
respective Supporting Country Share by transferring the funds directly to (i) such Supporting
Country, (ii) such Supporting Country's donor balance account held by the World Bank, or (iii)
another trust fund administered by the World Bank, as instructed in writing by the Supporting
Country Contact.
9. Disclosure
9.1 The World Bank may disclose the Contribution Agreements and information on the Trust
Fund in accordance with the World Bank's policy on access to information in effect at the time of
such disclosure. By agreeing to these terms, each Supporting Country consents to such disclosure of
its Contribution Agreement and such information. This provision shall continue in full force and
effect following completion of all Trust Fund transfers and closure of the Trust Fund.
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