OFFICIAL 2 ? DOCUMENTS Administration Agreement between the Ministry of Finance of Japan and the International Bank for Reconstruction and Development and the International Development Association concerning the Second Phase of the Scaling Up of Nutrition Investments Single-Donor Trust Fund (No. TFO72449) 1. The International Bank for Reconstruction and Development and the International Development Association (collectively the "Bank") acknowledge that the Ministry of Finance of Japan (the "Donor", and together with the Bank, the "Parties" and each a "Party") agrees to provide the sum of twenty million United States Dollars (USD 20,000,000) (the "Contribution") for the Second Phase of the Scaling Up of Nutrition Investments Single-Donor Trust Fund, No. TF072449 (the "Trust Fund") in accordance with the terms of this Administration Agreement. 2. The Contribution shall be used to finance the activities set forth in the "Second Phase of the Scaling Up of Nutrition Investments Trust Fund Description" attached hereto as Annex 1, 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. 3. The Donor hereby authorizes the Bank to transfer the Contribution funds from the Policy and Human Resources Development Fund (PHRD) Multilateral Account (TF050728) (the "Multilateral Account") to the Trust Fund .(TF072449) in accordance with the following schedule and in the currency specified in Section I above (the "Contribution Currency") (each amount deposited hereinafter referred to as an "Installment"): (A) Promptly following countersignature: five million United States Dollars (USD 5,000,000); (B) By March 31, 2016: seven million United States Dollars (USD 7,000,000); (C) By March 31, 2017: five million United States Dollars (USD 5,000,000); and (D) By March 31, 2018: three million United States Dollars (USD 3,000,000). 4. The Contribution is being provided in Installments on the basis of financial needs of the Trust Fund, such that if the speed of the implementation of the activities to be financed by the Trust Fund makes it necessary either to bring Installments forward or to delay them, the Installments schedule may be amended as agreed upon by the Bank and the Donor. 5. 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 Bank (the "Bank Contact"): Meera Shekar Lead Health and Nutrition Specialist Global Lead, Nutrition Health, Nutrition and Population Global Practice The World Bank Tel: +1-202-473-6029 Fax: +1-202-473-8216 E-mail: mshekar@worldbank.org -2- For the Donor (the "Donor Contact"): Yosuke Nishii Advisor to Executive Director Office of the Executive Director for Japan Tel: +1-202-458-5937 Fax: +1-202-522-1581 E-mail: ynishii@worldbank.org 6. 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. 7. 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 written amendment between the Bank and the Donor. 8. Each of the Parties represents, by confirming its agreement below, that it is authorized to enter into this Administration Agreement and act in accordance with these terms 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 INTERN IONA DEVELOPMENT ASSOCIATION By: Date:____ ____ Timothy Grant Evans Senior Director, HNP Global Practice MINISTRY OF FINANCE OF JAPAN By: _______ _/___I / -c'4 Masahiro Kan Date: Executive Director The World Bank -3- ANNEX 1 Second Phase of the Scaling Up of Nutrition Investments Trust Fund Description This Annex shall be applicable to and form an integral part of the Administration Agreement for the Trust Fund between the Bank and the Donor. 1. Objectives The objectives of the Trust Fund are: (i) to consolidate and expand the catalytic activities commenced under the Trust Fund for Scaling Up Nutrition Investments (TF No. 071255) ("Phase I of the Scaling Up of Nutrition Investments") with the aim to scale up nutrition interventions in high burden undernutrition countries; (ii) to generate operational knowledge on how to effectively implement "nutrition sensitive" interventions in non-nutrition sectors (a multi-sectoral approach to nutrition) such as, inter alia, agriculture, social protection, and water and sanitation, with a view to sustain improvements in nutrition status at scale; and (iii) to support the work of the Scaling Up Nutrition ("SUN") Movement, through the carrying out of Activities in the SUN countries, including strengthened leadership to the SUN governance structure and dissemination of lessons learned for effective multi-sectoral approaches to nutrition. 2. Activities The activities (which may be described as "components" of activities) to be financed by the Trust Fund and for which the Bank has implementation responsibility consists of the following types of undertakings and products: I. Expanded Catalytic Activities A. Technical Assistance a. Carrying out of diagnostics, analysis, and synthesis of current country nutrition situations, encompassing, inter alia, mapping of nutrition projects and programs, national nutrition policies; b. Development of national nutrition scale-up plans (costed) in an additional 4-6 high burden countries; c. Development of integrated nutrition communication advocacy plans; and d. Delivery of training and capacity development including: i. Health worker capacity assessments; ii. Development of health worker nutrition training materials (e.g., video) for all levels (community through national); and iii. Knowledge sharing through at least one South-South knowledge exchange event such as a regional conference. e. Provision of technical coordination and quality assurance for Trust Fund-supported activities. -4- B. Policy Dialogue and Project Preparation for Nutrition Components and Projects a. Preparation of reports on preparation for policy dialogue, including, inter alia, on costing analyses of scaling up nutrition programs/interventions, options for institutional and financial flows for efficient delivery of nutrition services, and planning for domestic and other resource mobilization; and b. Preparation of projects proposed for Bank-financing in 4-6 additional high burden countries. II. Generation of New Knowledge A. Pilot testing of Innovate Approaches and Best Practices for both Nutrition Specific and Nutrition Sensitive interventions/approaches a. Consolidation of the pilot testing activities carried out under the Phase I of the Scaling Up of Nutrition Investments, encompassing, inter alia, testing of: (i) alternative approaches for private sector investment in food supplement production; (ii) adaptations for more effective delivery of community-based growth promotion program through improved service provision; and (iii) effectiveness of social transfers (food or cash) to reduce child undernutrition. b. Developing, testing and monitoring/evaluating new innovative approaches to achieve improved nutrition outcomes at scale. B. Dissemination of the Results of the activities carried out under the Phase II of the Scaling Up of Nutrition Investments, including, inter alia: a. Development of materials, reports, blogs, and other communication tools suitable for uploading across the full range of World Bank Group websites and knowledge hubs with the aim to disseminate the results of the activities financed by the Contribution, and creation of a subsite on the SecureNutrition Knowledge Platform website to feature the work/results of said activities. b. Hosting of seminars/knowledge dissemination events at the World Bank premises and in-country offices and other venues to present the results of the activities financed by the Contribution to World Bank Group staff and stakeholders, jointly with the Japan International Cooperation Agency when possible. III. Support the Work of the SUN Movement Support the implementation of the SUN movement in consultation with the SUN Secretariat, SUN country focal points, and the SUN Donor Partner Network, including activities such as: a. Provision of technical assistance to the SUN Donor Partner Network and/or SUN Secretariat, as needed for the review of proposals and technical documents, the development of plans for improved/expanded aid architecture, and other related activities. -5- b. Provision of technical assistance, capacity building, costing of national nutrition plans and other related activities in SUN countries which aim to scale up national nutrition plans; and c. Dissemination of new approaches for effective integration/delivery of multi-sectoral approaches to nutrition to SUN countries. 3. Eligible Expenditures 3.1. The Trust Fund funds may be used to finance: (a) Associated Overheads. (b) Consultants fees (individual and firms) - with Indirect Costs. (c) Contractual services. (d) Equipment and office Premises Lease Cost. (e) Extended Term Consultants - with Indirect Costs. (f) Field Assignments Benefits. (g) Media, Workshops, Conferences and Meetings. (h) Staff Costs - with Indirect Costs. (i) Temporary Support Staff Costs - with Indirect Costs. (j) Travel expenses. The maximum amount of the Trust Fund that can be used to finance Staff Costs --- with Indirect Costs and the Travel Expenses of staff (excluding other personnel categories) shall not exceed in the aggregate five percent (5%) of the amount of the Contribution. 4. Taxes 4. The foregoing activities and categories of expenditures may include the financing of taxes in accordance with the Bank's applicable policies and procedures. -6- ANNEX 2 Standard Provisions This Annex shall be applicable to and form an integral part of the Administration Agreement for the Trust Fund between the Bank and the Donor, it being understood that any plural references in the annexes to Donors, Administration Agreements, Contributions and pro rata shares shall be read as singular references to the Donor, its Administration Agreement, its Contributions thereunder and the remaining uncommitted balance of the Trust Fund, respectively. 1. Administration of the Contributions 1.1 The Bank shall be responsible only for performing those functions specifically set forth in this Administration Agreement 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 of 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. -7- 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 transfer all income from such investment to the Donor's applicable donor balance account with the Bank. 3. Trust Fund Fees and Costs 3.1 The Bank shall deduct and retain for its own account, as a one-time deduction from the funds in the Trust Fund, an amount equal to and not greater than thirty-five thousand United States Dollars (US$35,000) as a set-up fee for the Trust Fund upon receipt of funds in the Trust Fund. 3.2 The Bank shall additionally deduct and retain for its own account, as a deduction from each Installment, an amount equal to five percent (5%) per Installment as an administrative fee for the Trust Fund. 3.3 Each Donor acknowledges and agrees that the percentage deductions for fees in this Trust Fund Fees and Costs section are estimated on the basis of anticipated Contributions. If actual Contributions significantly differ from what was originally anticipated at the time of signature of the first Administration Agreement, or if other circumstances affecting Trust Fund fees or costs change, the Bank reserves the right to request a change to the terms of this Trust Fund Fees and Costs section, which would be effectuated by amendments made to the Administration Agreements of all Donors and which would thereafter be applicable to all new Contributions that are provided either as amendments to supplement existing Administration Agreements or from new Donors under new Administration Agreements. 4. Accounting and Financial Reporting 4.1 The Bank shall maintain separate records and ledger accounts in respect of the funds deposited in the Trust Fund and disbursements made therefrom. 4.2 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 World Bank's Trust Funds Donor Center secure website. 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 World Bank's Trust Funds Donor Center secure website. 4.3 The Bank shall provide to the Donors via the World Bank's Trust Fund Donor Center secure website, within six (6) months following the end of each Bank fiscal year, an annual single audit report, comprising (i) a management assertion together with an attestation 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. 4.4 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. -8- 5. Progress Reporting 5.1 The Bank shall provide the Donors with annual reports on the progress of activities financed by the Contributions. Within six (6) months of the End Disbursement Date (as defined below), the Bank shall furnish to the Donors a final report on the activities financed by the Trust Fund. 5.2 Any Donor may review or evaluate activities financed by the Trust Fund at any time up to six (6) months following the End Disbursement Date. 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. 6. Disbursement: Cancellation: Refund 6.1 It is expected that the funds deposited in the Trust Fund will be fully disbursed by the Bank by October 31, 2019 (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. 6.2 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 the Administration Agreement; unless otherwise agreed between the Bank and the Donor. 7. Disclosure: Dispute Resolution 7.1 The Bank shall disclose the Administration Agreements and related information on this Trust Fund in accordance with the Bank's Policy on Access to Information. By entering into Administration Agreements, the Donors consent to such disclosure of their respective Administration Agreements and such related information. 7.2 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.