Amendment No. 1 to the Administration Arrangement between the United States of America, acting through its Department of State, and the International Bank for Reconstruction and Development and the International Development Association concerning the Multi-Donor Trust Fund for Climate Support Facility (Trust Fund No. 073598; Donor Reference Grant No. SOESCI23GR0041) 1. Reference is made to the Administration Arrangement between the United States of America, acting through its Department of State (the “Donor”) and the International Bank for Reconstruction and Development and the International Development Association (collectively, the “Bank” and together with the Donor, the “Participants” and each a “Participant”) regarding the Climate Support Facility Multi-Donor Trust Fund (Trust Fund No. 073598), effective as of September 26, 2023 (the “Administration Arrangement”). 2. The Participants mutually decide to amend the Administration Arrangement to allow for transfers out to eligible entities as follows: (a) A new paragraph 2.3 is added to Annex 1 to read as follows: “2.3. Eligible Transferee (as defined in Annex 2) activities, for which the respective Eligible Transferee has management and implementation responsibilities) as follows: (a) Provision of technical assistance and carrying out of analytical activities to support countries in the development of national, sub-national, and sectoral climate plans and strategies consistent with the requirements under the Paris Agreement. (b) Provision of technical assistance to strengthen the capacity of institutions to facilitate cross-sectoral coordination on low-carbon and climate-resilient development.” (b) A new paragraph 3.5 is added to Annex 1 to read as follows: “3.5. For Eligible Transferee activities, the eligible expenditures applicable to Transferred Funds (as defined in Annex 2) to an Eligible Transferee will follow such Eligible Transferee’s applicable policies and procedures.” (c) Paragraph 1.2 of Annex 2 is deleted in its entirety and replaced with the following: “1.2 Except for the Trust Fund funds transferred to the Eligible Transferees (as defined in section 10 below), 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.” (d) Paragraphs 4.1 and 4.3 of Annex 2 are deleted in their entirety and amended to read as follows: “4.1. The Bank shall provide the Donors with annual written progress reports by September 30 including any reports received from Eligible Transferees (as defined in section 10 below). 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 the Donors with a final narrative progress report for the Trust Fund. 4.3. In relation to Bank-executed and/or Recipient-executed activities, 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.” (e) A new paragraph 9.3 is added to Annex 2 to read as follows: “9.3. The Bank shall deduct from the Trust Fund and retain for its own account a fee equal to 1% of the amount transferred to an Eligible Transferee (as defined below) under a Transfer Agreement (as defined below). Such transfer shall occur when the Bank transfers funds from the Trust Fund to an Eligible Transferee upon submission of a payment request to the Bank. Transferred amounts may not exceed the balance of uncommitted funds in the Trust Fund net of related fees.” (f) A new paragraph 10 is added to Annex 2 to read as follows: “10. Transfers to Eligible Transferees 10.1. The Bank shall enter into a transfer agreement (a “Transfer Agreement”) with an Eligible Transferee (as defined below) to set forth the terms and conditions of transfer and use of any Trust Fund funds transferred (“Transferred Funds”) to such Eligible Transferee. The following entities are eligible to become transferees of Transferred Funds (each an “Eligible Transferee”): Asian Development Bank (AsDB); African Development Bank (AfDB); European Bank for Reconstruction and Development (EBRD); Inter-American Development Bank (IADB); European Investment Bank (EIB); Asian Infrastructure Investment Bank (AIIB); and Islamic Development Bank (IsDB). 10.2. Following the transfer of Transferred Funds by the Bank to an Eligible Transferee, the Eligible Transferee is responsible for the use of such funds and the activities carried out therewith in accordance with its policies and procedures, and the Bank has no further responsibility with respect to such funds. (a) Each Eligible Transferee will be responsible for: (i) the use of the Trust Fund resources transferred to it and activities carried out therewith in accordance with: (A) its policies and procedures; and (B) the applicable terms of the approved funding requests submitted by the Eligible Transferee to the Partnership Council (as described in Annex 3); 2 (ii) preparing financial and progress reports with respect to Transferred Funds and providing such reports to the Partnership Council; and (iii) taking reasonable measures, in accordance with its policies and procedures, to ensure that the funds provided to the Eligible Transferee by the Bank are used for intended purposes, including using its screening procedures to prevent the use of Trust Fund funds to finance terrorist activity, in line with United Nations member countries’ obligation to give effect to the relevant decisions of the Security Council taken under Chapter VII of the Charter of the United Nations. (b) Each Eligible Transferee acknowledges and agrees that: (i) if the Partnership Council reasonably determines through its decision by consensus and after consultation with the Eligible Transferee, that the Eligible Transferee has failed to comply with its obligations under the Transfer Agreement to a material extent, the Eligible Transferee and the Partnership Council shall agree on timely and appropriate measures to be taken to resolve this matter. If the Partnership Council and the Eligible Transferee fail to agree on the measures to be taken or the Eligible Transferee fails to take relevant measures as may be agreed between the Partnership Council and the Eligible Transferee, the Partnership Council may instruct the Bank, upon thirty (30) days prior written notice, to suspend cash transfer of Trust Fund funds to such the Eligible Transferee, until such time as the measures has been taken; and (ii) any Donor may review or evaluate activities financed by the Trust Fund resources transferred to the Eligible Transferee at any time up to closure of the Eligible Transferee’s relevant account(s); provided that: (A) the Donor shall have agreed with the Eligible Transferee on the scope, and conduct of such review or evaluation; (B) unless otherwise agreed by the Eligible Transferee, the Eligible Transferee has received confirmation from the relevant Donor that all associated costs, including any costs incurred by the Eligible Transferee, will be borne by the Donor; and (C) the Eligible Transferee shall provide all relevant information within the limits of the Eligible Transferee’s applicable policies and procedures. It is understood that any such review or evaluation will not constitute a financial, compliance or other audit of the Eligible Transferee’s relevant account(s). 10.3. The Donors acknowledge and agree that the Bank has no responsibility under the Administration Agreement or otherwise for the use of Transferred Funds and activities carried out therewith, including for: (a) implementing, monitoring, supervising, evaluating, or providing quality assurance for activities financed by the Transferred Funds; (b) preparing financial, progress, and final reports for activities financed by Transferred Funds; (c) any misuse or misprocurement with respect to the Transferred Funds; or (d) pursuing any Donor interests or Eligible Transferee undertakings with respect to Transferred Funds.” (g) Annex 3 is deleted in its entirety and replaced with the attachment to this Amendment. 3. All other terms of the Administration Arrangement will remain the same. 3 4. Each of the Participant represents, by confirming its acceptance below, that it is authorized to enter into this Amendment and act in accordance with its provisions. The Participants are requested to sign and date this Amendment, and upon possession by the Bank of this fully signed Amendment and respective amendments signed by all other donors to the Trust Fund, this Amendment will come into effect as of the date of the last signature. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT INTERNATIONAL DEVELOPMENT ASSOCIATION By: ______________________________ Bernice K. Van Bronkhorst Name: ______________________________ Title: Senior Advisor, GGSVP ______________________________ 23-Dec-2024 Date: ______________________________ UNITED STATES OF AMERICA, ACTING THROUGH ITS DEPARTMENT OF STATE By: ______________________________ Aliya Mahmood Name: ______________________________ Executive Director Title: ______________________________ 23-Dec-2024 Date: ______________________________ 4 ATTACHMENT “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 based 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: (iii) endorse annual work plans and budgets presented by the Bank, and review and approve funding requests submitted by Eligible Transferees; and (iv) periodically review and provide feedback on reports on the progress of preparation or implementation of Trust Fund activities and reports received from Eligible Transferees, and subject to the Bank’s applicable policies and procedures on project supervision. 6. Decisions will be made by consensus of the Bank and the Donors contributing to the Trust Fund. 7. The Bank representatives will not participate in the decision-making relating to funding requests submitted by Eligible Transferees nor review progress and financial reports provided by Eligible Transferees. Eligible Transferees will be invited to participate in discussions related to their funding requests and to the progress of activities.” 5