FINANCIAL PROCEDURES AGREEMENT

between

EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT

and

THE INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT,

as Trustee of

THE TRUST FUND FOR THE STRATEGIC CLIMATE FUND

,21 1/;?~I L ,2010

FINANCIAL PROCEDURES AGREEMENT

FINANCIAL PROCEDURES AGREEMENT (hereinafter the "Agreement"), dated as of :21 Ifpl' ,' I , 2010 made between the International Bank for Reconstruction and Development (the "World Bank") as trustee (the "Trustee") of the Trust Fund for the Strategic Climate Fund (the "SCF") (the "SCF Trust Fund"), and the European Bank for Reconstruction and Development as implementing entity of the SCF (the "EBRD", "Implementing Entity" or "IE");

PREAMBLE

WHEREAS (A) the World Bank, in consultation with the other MDBs, developed and developing countries and other development partners, proposed to establish the SCF as one of the two strategic funds under the Climate Investment Funds (CIF), along with the Clean Technology Fund (CTF);

WHEREAS (B) following the approval by the Executive Directors of the World Bank of the establishment of the SCF Trust Fund on July 1, 2008, the Governance Framework for the SCF (the "SCF Governance Framework Document") was adopted at the joint meeting of the Trust Fund Committees for CTF and SCF on November 18, 2008, held in Washington, D.C., the United States of America;

WHEREAS (C) pursuant to the terms of the SCF Governance Framework Document, the World Bank serves as Trustee for the SCF Trust Fund and, in its capacity as the Trustee, has established the SCF Trust Fund to receive contributions from contributors to the SCF Trust Fund;

WHEREAS (D) EBRD is empowered by Article 18 of the Agreement Establishing the EBRD to establish and administer Special Funds to carry out special operations financed by Special Funds resources. On October 21, 2009, the EBRD Board of Directors approved the establishment of the EBRD Climate Investment Fund Special Fund (the "EBRD CIF Special Fund") and the Rules of the EBRD CIF Special Fund (the "Special Fund Rules"). The EBRD CIF Special Fund, is comprised of two sub-accounts: 0) the Strategic Climate Fund Sub-account, established to receive SCF Trust Fund funds for the further investment in SCF Projects, managed and administered by EBRD in accordance with the terms of this Agreement, the Special Fund Rules and the SCF Governance Framework Document; and (ii) the Clean Technology Fund Sub­account;

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WHEREAS to access to including the

WHEREAS (F) the Implementing Entity now to enter into relating to the for commitment and SCF Fund

resources to the and the administration and use resources by Implementing'

WHEREAS (0) the paid to pursuant to this shall managed administered in with Agreement.

NOW, THEREFORE, the Entity hereby as follows:

1. INTERPRETATION

Section 1.1. the context otherwise several terms defined Preamble to this shall set forth therein following additional terms shall have

" Administrative Fiscal Year" means July 1 through June 30 of

Establishing means the Agreement the ..r".,,,,,,n Bank for Reconstruction and Development May 29, 1990;

"Authorized Officer" means a person is authorized to in the name and on behalf of the Implementing Entity for purposes of Agreement;

Day" means a day on which World Bank the Implementing Entity are open for

Funds" means any cancelled amount the funding from the Projects, Administration or Administrative Budget, which the

has committed pursuant to 3.1 below;

to for of the Administrative which shall be substantially in the form to this as

Annex F;

Transfer Request for Project Administration submitted by Implementing

funds to SCF which shall be substantially in

submitted by the Fund funds to the

substantially in the be

administrati ve other activities during than the costs covered by the Country the Special Administrative Budget;

"Country Programming Administrative means the portion of the Administrative Budget allocated out of the Country Programming Pool by the MDB Committee to the Implementing

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"Country Programming Budget Pool" means the amount al by the Tmst Fund Committee as a budget pool to made available to cover administrative and costs incurred by MOBs with their

to country programming of SCF resources, including preparation development of, which pool the MOB Committee is authorized to make a further allocation to an individual

Document" means the Document for the respective approved by the Sub-committee for such

or "US$" means dollars in currency of America;

Sub-account" means sub-account of the into which all Trust shaH paid by the

Year" means 1 through

Investment Program which is one of

Trust Fund under the terms Sub-committee. the

avoidance Principal Repayment, or Investment

investment income to the

any Income, including funding by Implementing (ii) any income

if any, on the Administration but includes any earned, if any, on the SCF Trust Fund funds transferred as Administrative Budget exclusion such income is approved by the SCF Fund Committee;

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but not limited PPCR, Investment Strategy for FIP and

prepared by recipient country, in cooperation with the MOBs, pursuant to Document for the relevant to be submitted to the relevant Sub-committee for endorsement of further development activities for SCF funding;

of Commitment" means a letter from to Implementing Entity confirming the commitment of Trust Fund funds to the Implementing

which shall be substantially the . attached to this Agreement as Annex A and include in annex decisions the Trust

Committee and/or the relevant as the case may be, approving the the currency of approved allocations for which Commitment is

of Commitment Cancellation" means a from to Implementing confirming cancellation of commitment of SCF Trust Fund funds to the Implementing Entity, which shall be substantially in

to r"'''''rr\I'''nt as

means Implementing Entity and certain other multilateral development banks named in the Governance Document;

means the to the MOBs,

with the terms of

means the which is one of

means any repayment of principal of SCF or '~H'~'~' product provided by the Implementing in of a

Trust Fund resources, which is due to be returned to the pertinent funding approved by the

relevant the avoidance doubt, Principal Repayment does not include any Unused Funds;

means the amount allocated to the decisions by the relevant

to cover the Implementing the project any

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avoidance of doubt, Project Administration not include any or due to received Implementing from Project Recipient, and is not provided to cover any cost which is covered by such

by the Entity from any

ect Recipient" means directly or indirectly, funding from the Implementing Project under an

into with the Implementing

"Proposal" means proposal submitted by, or on behalf to the Fund or the as

the case

"Rules" means the Rules of the EBRD Fund approved Board of Directors on October 21, 2009, as amended, attached as Schedule I, as may be amended

"SCF Project" means Project of which SCF funding is committed form of a guarantee;

"SCF Loan" means a loan ~uu,v.v by Implementing indirectly, to a Project from the resources

Non-guarantee means any SCF in respect of which the funding is committed the Implementing Entity in a form other than a

including, avoidance doubt, any Loan;

Program" means program established by the Fund Committee pursuant to the terms SCF Document, including but not limited to the

means that part of a project, program or activity which is to be financed with from Fund as approved by the relevant Sub-committee based upon Proposal submitted Implementing

avoidance of doubt, Project includes technical assistance including which are directly provided by the Implementing Entity

and for which the Recipient not funding the Implementing Entity provided from technical approved by

as the case may be;

Section 1.2.

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Sub-committee" means any Program in accordance with the terms of Framework

Document;

Trust Fund means the trust fund committee of established accordance with the terms of Framework

"Special Administrative Budget" means portion of Administrative Budget allocated to Implementing Entity (where relevant, out of the Special Administrative Budget Pool) to cover the administrative and by the wi th the performance

the SCF and approved Fund;

"Special Administrative Pool" means the amount allocated by as a budget pool to be available to cover the

and other costs incurred connection with the of or that are out more than one MDB,

where the allocation was made by the Trust Fund for the costs of all MDBs concerned for a further allocation by MDB

Committee to an individual MDB to carry out such or initiatives;

means the Scaling-up Renewable 1Il Low Countries which is one of and

"Unused Funds" means undisbursed or unused funds from any Project or Administrative Budget which: (a) the Trustee has committed pursuant to Section 3.1; and due to following of' for which was provided. the

Administrative Budget, Unused means any or unused committed by the which are no longer due to be disbursed for

activities carried out during the for which the budget was provided.

Framework Document (as the Preamble (b) of this Agreement) the Documents for all of constitute an integral part of to any amendment to the terms without the prior consent the Implementing withheld or delayed).

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Section

Section

Section 3.1.

2. ADMINISTRA. TION OF THE EBRD CIF SPECIAL FUND BY THE IMPLEMENTING ENTITY

The Implementing to

to it by the terms of Implementing In

respect of disbursements

as contemplated in this of such functions, exercise the same

to the administration and implementation of its own resources or Entity. In adminfunctions in

shall not be

any istering

other

with

Special Fund administered by the Implementing elF Special Fund and performing

this the Implementing damages or other liability may the other than

or willful misconduct.

3. COMMITMENT OF FUNDS BY THE TRUSTEE

following procedures shall apply to the to Implementing Entity.

(a) (i) Proposals allocation of the Fund resources to the Implementing Entity for any or Project Administration shall be submitted by to the relevant Sub-committee pursuant to Framework Document.

for allocation the Trust Fund resources to Administrative Budget (except in the case

(iii) below) shall submitted by Implementing pursuant to terms

Framework Document.

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(iii) In case of Country Administrative Budget Pool, Administrative Budget Pool, MDB Committee for the

and other MDBs concerned, submit to the Committee approval, a Proposal for overall allocation of the Fund resources for the relevant Country Programming Pool or Administrative Pool.

of a Proposal by the or the as the case subject to availability of

resources the shall reserve Trust Fund funds the amount approved by Trust Fund Committee (and allocated by the MDB where relevant) or the relevant Sub-committee, as the case be, to be made available for a commitment to the Implementing Entity by pursuant to 3.ICc) (d) below. In case

funds this Section a SCF Project and the Implementing notifies the Trustee of

cancellation by Implementing of the Project Project Administration Fee in whole or part prior to a commitment by the under 3.1 (c) below, the Trustee shall amount of Trust

funds corresponding to which was previously for and/or Project Administration

amount be made available for allocation relevant for other purposes.

(c) extent that funds have been reserved under Section 3 .1 (b), the shall to the Implementing as

follows:

(i) and Project Administration the shall, subject to availability of resources in the Trust Fund, commit Trust Fund funds to the Implementing Entity in the amounts approved by the

Sub-committee promptly following the of approval the relevant Sub-committee.

Administrative shall, subj ect to

Trust the amount approved by the Trust MDB Committee, where relevant) promptly following approval by the Trust Committee (and the allocation by the )ADB Committee following

Fund

Section 4.1.

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i) For the Programming Administrative Budget, the shall, subject to the availability resources in Trust Fund, commit Trust Fund funds to Implementing Entity in the amount allocated by MDB Committee promptly following this allocation.

Fund funds from the Trustee to the 3.1 ( c) shall confirmed, on a

agreed period) by means a of

(e) If there are any Funds or Unused Funds, the corresponding amount of the Trust committed Trustee (whether held by

the Implementing Entity or the Project Recipient) shall cancelled such Unused Funds or Cancelled Funds. Such shall be

information provided the Implementing to the II.2(d) below in respect of the Cancelled Funds, and

or (f) below in the Unused Funds. Any cancellation any Project Administration from cancellation of the Project, shall be calculated in accordance with relevant Trust Fund Committee or the relevant Sub-committee, as

commitment of the SCF Trust funds Entity under Section 3.1 (e) shall be confirmed by

means a of Commitment Cancellation.

Notwithstanding the provision Commitment shall indicate the availability of

up to full amount if the conditions

met.

4. TRANSFER OF FUNDS BY TO THE IMPLEMENTING ENTITY

The following shall apply to the Trust Fund funds by to the Implementing for

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request the transfer of Trust Fund funds have been committed by the Trustee for

the 3.1 above, and (ii) the Project has been Entity in with its

Upon meeting two conditions provided for shall submit, or as

Request SCF Projects to Trustee.

(i)

(1) The Entity may a transfer of flmds, substantially form attached to as Annex 1, on the projected cash requirements next

(6)-month period (or other frequency as Trustee and the Implementing Entity adj to reflect the net cash position EBRD SCF Sub-account (as referred to in

4. 1 (d)(i)(B) below). The projected cash shall be calculated by Entity

Notwithstanding provIsIons Section 4.1(c)(i)(l), if Proposal(s) explicitly requested an up

full amount of the relevant SCF Non-guarantee Projects, authorization the same was at the of

Proposa\(s) by the Entity

up to full amount of the guarantee Project, substantially in the

provided the were available

commitment at the time relevant approval Proposal( s), based on confirmation of availability made by prior to submission of the relevant Proposal( s).

]2

Trust Fund funds with Section 4.1(c)(i)(2) shall performed Implementing in 4.1(c)(i)(1) to the net cash position of the relevant SCF Program in the EBRD Sub-account.

Guarantee the Implementing Entity substantially in form

basis and to the full amount

(d) Each Cash Transfer Request Proj ects shall signed by Authorized and shall indicate:

(i) for any request of for SCF

(A) Projects for

s

requirements relevant Program

uch other frequency Entity may

Non-guarantee six (6)-month

the

a statement of the net cash (net cumulative Trust Fund funds received from the Trustee for Non-guarantee cumulative SCF Projects in the Program) as of the date of the to Section 4.1 and

the amount funds to transferred.

(ii) any request of funds for Guarantee

(A) name(s) of the Guarantee Project(s), the name(s) of the relevant Program(s) and the amount(s) of

funding by relevant SCF Sub-committee the project(s);

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(B)

Program as

(C) the amount funds requested to transferred.

4.1 (d)(i) above, for of funds Project which has been approved relevant

its up-front of up to the amount of 4.1 (c )(i)(2) above;

(A) name(s) of the Non-guarantee name(s) of SCF Program(s)

the SCF approved by committee project(s);

(B) Trust Fund funds for the relevant from the for

the of and

(C) the amount funds to transferred.

(e) Upon receipt of a Cash Request for Projects, shall that:

(i) for any SCF Projects (except for Non-guarantee Projects which funds are requested to transferred in accordance with Section 4.1 (c )(i)(2) above), the amount by Implementing Entity does not exceed the amount to (A) net cumulative

Trust Fund funds the relevant committed by and approved by the Implementing Non-guarantee Projects or as the case may Guarantee Projects, less (B) the net cumulative

funds for the by the Trustee to Entity for the SCF Non-guarantee or as the case may be, Projects; and

(ii) for any request guarantee Projects for which are requested to with Sections 1(c)(i)(2) above and 4.1(c)(ii),

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exceed the amount for the relevant SCF Program committed by the Trustee for that SCF Guarantee Project or, as the case may be, SCF Non-guarantee Project.

(f) (i) Upon the verification referred to in Section 4.1 (e)(i) above and subject to the availability of resources in the relevant SCF Program of the SCF Trust Fund, the Trustee shall transfer to the EBRD SCF Sub-account the amount of funds requested for SCF Projects in each Cash Transfer Request for SCF Projects. Notwithstanding the foregoing, in the case of SCF Non-guarantee Project, except for SCF Non-guarantee Projects for which funds are requested to be transferred in accordance with Section 4.1 (c )(i)(2) above, if the Trustee has reasonably determined that after transfer of requested funds from the SCF Trust Fund, there would be a balance in the relevant SCF Program of the EBRD SCF Sub-account that exceeds the projected cash requirement of the Implementing Entity for the next six (6) months, the Trustee may transfer such lesser amount as the Trustee deems appropriate to satisfy the disbursement needs of the Implementing Entity for the next six (6) months; provided, however, that such determination by the Trustee shall be made based on: (i) the relevant documents from the relevant SCF Sub-committee; (ii) the Trustee's review of the amount of SCF Trust Fund funds for the relevant SCF Program received by the Implementing Entity from the Trustee for SCF Non-guarantee Projects but undisbursed by the Implementing Entity to Project Recipients; (iii) the Trustee ' s review of Cancelled Funds or Unused Funds from SCF Non-guarantee Projects reported by the Implementing Entity for the relevant SCF Program under Sections 11.2 (d) and (e) below; and (iv) consultation with the Implementing Entity on the purposes for which any such undisbursed funds may be used.

(ii) Upon the verification referred to in Section 4.1 (e )(ii) above, the Trustee shall transfer to the Implementing Entity the amount of funds requested for such SCF Projects in each Cash Transfer Request for SCF Projects.

(g) Any transfer of funds under Section 4.1(f) shall be made by the Trustee no later than ten (10) Business Days after the Trustee has confirmed the receipt of all information required from the Implementing Entity under Section 4. 1.

Section 4.2. Pro ject Administration Fees

The following procedures shall apply to the transfer of the SCF Trust Fund funds by the Trustee to the Implementing Entity for the Project Administration Fees.

(a) The Implementing Entity may request the transfer of SCF Trust Fund funds for any Project Administration Fee after the SCF Trust Fund funds have

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been committed for the Project Administration 3.1 above. by the shall

ll1 (c) below.

(b) Every six (6) months (or at such Implementing Entity may the Implementing facsimile or as otherwise with the a Cash

(c) Cash Request for Project Administration

pursuant to submitted to

email, Request for

signed the Authorized Officer, and shall indicate the net cumulative Trust Fund funds received Administration for the relevant SCF Program as of the date of request and the

to transferred; provided that amount to the net cumulative amount Program committed the Trustee

the net cumulative amount of SCF Program received for Project Administration of the date the request.

Oi)

Project Administration Fund funds for the relevant

from the Trustee, both as

funds to be

by the Trustee to EBRD SCF Sub-account for the Project Administration SCF Program as of the date of the request. Upon such verification

and subject to availability resources in the relevant of the Fund, the shall to

amount of funds requested

Section 4.3.

following shall apply to the of the Fund funds Trustee to the Implementing Entity for funding its Administrative Budget.

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been committed by the the pursuant to Section 3.1 request by submitted to

m with

(b) (i) For the Administrative Budget, once a at such other or frequency as the Trustee and the Implementing may agree) the

commitment the Implementing Entity may submit, by or as otherwise with the Trustee, a Request for

Administrati ve to

(ii) the Country Administrative Budget and the Special Budget, (6) months (or at such other frequency as the Implementing may the commitment by the the Implementing Entity may submit, by email, facsimile or as otherwise with a Cash Administrative Budgets to the Trustee.

for Administrative Budgets shall be by the indicate net cumulative Trust Fund

from the for the Sub-categories of the Administrative Budget as of the and amount funds requested to be provided that amount requested shall not

net cumulative amount of the for the

Budget net cumulative amount of the that Sub-category the Administrative Budget from the date of the request.

(d) Upon shall

of resources in Sub-account the amount the Administrative

(e) Any transfer of funds under 4.3(d) shall be made by the Trustee no later than ten 0) Days after Trustee has confirmed the of all

Implementing under

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Section 4.4.

funds from the Trustee to the account as the

request the same currency . In

shall notify Implementing Entity of each such

(b) Implementing Entity shall entitled to withdraw and transfer to own account from the Sub-account of Administrative and as

are incurred by Implementing Entity.

5. USE OF FUNDS

Section funds to the Implementing Entity under 4 Agreement may be used only for the purpose for which they have been provided under the terms of the SCF Governance Framework Document, the Document for the SCF and applicable

Fund Committee and the relevant SCF Sub-committee, including relevant by the MDB Committee or

Sub-committee, as for individual allocations Trust Fund funds.

Section The Implementing shall responsible (a) the use funds transferred by Trustee and activities carried out therewith accordance with: 0)

procedures

or as the case including which the allocations of

funds have been approved by the SCF Fund Committee or the relevant Sub-committee, as case may be, on the Proposal submitted

Implementing Entity; and reporting to Trust Fund Committee and the relevant Sub-committee on its activities in accordance with the terms the Rules, this the Governance Framework Document and Document for

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Section under Resolutions to measures to prevent

financing of Implementing Entity shall use reasonable in accordance with the Implementing policies and procedures, to ensure that the funds provided to Implementing Entity the Trustee are their intended purposes and are not diverted to terrorists or agents.

Section to invest

procedures concerning Implementing Entity such investment.

Section

shall be entitled Sub-account pending their

Implementing and of Special Funds resources. The

held liable for any which may arise

to convert all funds by to the administration

Sub-account. In the event that the Implementing Entity has provided funding to Project Recipients in a currency other than the currency which the commitment the Trustee is made, otherwise agreed by the

Trust Fund risks as a of such shall be borne by the Implementing

5.6. Entity report on the receipt of Repayments, receipt of Income, and Unused Funds and return funds received or held

it accordance Sections 6 and 7 below. The Trustee shall have no responsibility for of funds due to Implementing Entity from

Project.

Section If Entity uses to it under to provide Entity shall, as a lender

of record, administer SCF in with its The Implementing Entity shall, except as otherwise agreed, follow terms set

in the financing terms for the relevant Program, as appropriate, MDBs and Trust Fund Committee and/or the relevant

Sub-committee, as the case may be, which shall be attached once such terms have been

Section the event notified the Implementing Entity any non-the Implementing Entity fails to

cure such non-compliance, within (30) calendar days after the notification by the Trustee, (a) shall consult Fund Committee

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or the relevant at the instruction of the

(or designee), andlor

(or its as the case may be; and (b) Fund Committee or the relevant Sub-

as the case may further of Trust Fund funds to Implementing

Entity until such time as the Implementing Entity has cured (or otherwise has taken steps within its control to cure, in case action by any party other than the Implementing Entity is required) the non-compliance to the reasonable satisfaction of in consultation with the SCF Trust Fund or the relevant SCF (or its as case

6. DISBURSEMENT OF FVNDS

Section 6.1. Disbursement of from the Sub-account to Project Recipients shall be made in accordance with Implementing and policies and

applicable disbursement procedures.

Section 6.2. or Unused Funds shall held by the Implementing (following, applicable, their return to the Implementing Entity by Recipient or such other party) in the Sub-account; provided, however, that (a) case of such Cancelled Funds or Unused Funds from Non­guarantee Projects or Project Administration for Non-guarantee Projects those for the up-front transfer of the

funds Section 4. 1 (c)(i)(2)), any such funds shall, be in the net cash position the

1 to this so that taken into account in determining the amount of

to the Implementing , (b) in the case respect of Guarantee Projects and from have been Section 4.1(c)(i)(2) and

for up-front transfer of the or Project Administration

by

amount of Trust Fund funds

of Cancelled Funds in Projects which

Fund funds under Guarantee Projects

which been approved for the up-front 4.1 (c)(i)(2), the amount of

that the may funds to be

Implementing following same category of same funding ,.",+,>.-r<,

D and E to this respecti vely; (c) in the case the Funds or Unused Funds Administrati ve Budgets (other than Administrative Budget), the amount any such funds be returned to the

PVf'pnT that the to deduct funds from amount

of funds to transferred to the Entity immediately following cash transfer request for the same category of funding referred to in Annex F to this and (d) in the case of Unused Funds from the Administrative the Implementing Entity shall return funds to the Trustee, to promptly after the of the period was provided.

Section 6.3. The Implementing Entity shall maintain a record Unused Funds and report to the Trustee pursuant to Any such Cancelled Funds or Unused Funds shall be in cancellation of commitments

3.1

of any Cancelled or 11.2 Cd) or (e) below.

by the Implementing Entity by the Trustee pursuant to

Section 6.4. Notwithstanding Section 6.2(a) if so by the Implementing return to the Trustee, to such account as the Trustee may designate, any Cancelled or Unused Funds from any Non­

or Project Administration Entity.

7. INCOME; PRINCIPAL REPAYMENT

Section 7.1. If any Trust Fund the Implementing Entity for Projects are used to provide any or Principal

Implementing Income and Principal Repayment Project with applicable terms

financing in the relevant Proposal approved the Sub­committee. Subject to above, the Implementing Entity shall have no liability for any Income or Principal Repayment in respect of

Project. non-payment Project Recipients in or under any entered into between the Implementing and

Project with Fund funds shall be by the Fund.

Section Implementing Entity shall Repayment from Project Recipients in the EBRD (following receipt by the Implementing Entity) until such Income and Principal Repayment are returned to the Trustee pursuant to Section 7.4 below.

21 ­

Section The Implementing shall maintain a record receipt any

7.4.

Section

Section 8.1.

Section 9.1.

Principal Repayment ..pr.~M",ui to Sections 7.1, 7.2 and and report them to

the pursuant to 11.2( c) below.

a notice Projects and the amounts Income and Principal Repayment, which are due to be by the Implementing on information provided the Implementing under Section I 1.2(c) below in previous quarter.

the shall, end of each quarter of the Financial

return to to such account as and Principal Repayment received and

EBRD Sub-account the said quarter.

8. INVESTMENT INCOME

EBRD Sub-account until the to return it to such account as may

Trustee may the Entity to return Implementing Entity has provided to the Trustee Section 11.2(g) below and any event no more frequently than once per otherwise agreed with the Implementing Entity shall maintain a record any Investment and report to the pursuant to Section 11.2(g) below.

on the investment of as by the

Implementing Entity and is not required to be or returned to the Trustee. Any amount on the investment of Trust Fund funds transferred to the Implementing as Budget may retained by the Implementing Entity and is not required to be reported or returned to the if so is approved by the Trust Fund Committee.

9. OWNERSHIP EQUIPMENT, SUPPLIES AND OTHER PROPERTY

Ownership of equipment, supplies and other property financed with funds from Fund may vest in the Implementing the

Section 11

Section 11.2.

Recipient or such other entity as permitted to ownership under the policies and of Implementing

10. VERIFICATION

Trust Fund funds

11. RECORDS AND REPORTING

accounts and reports respective currency

In all statements to Dollars.

Implementing shall provide following information to the prepared in with the Implementing Entity's accounting

and provided in a form and means agreed with the

thirty after the end quarter Financial Reporting (or such other frequency agreed with the the dates of

and amounts approved by Implementing if applicable, for the period reported, broken down by Project respective Program, substantially in the form attached to this as

(b) within thirty (30) days the quarter each Financial Reporting (or such other frequency with the and substantially in the form to this financing terms

end of each quarter of Financial with the Trustee): (i) the dates

and Repayment the Implementing

Entity, if any; dates and amounts of and which are to the Entity; and (iii) and Principal Repayment returned to the for the broken down by Project each respective Program, substantially

form attached to this as Annex I;

(d) within thirty (30) days end of each quarter of (or such frequency with the

the Cancelled Funds from Project Administration reported, broken down by under each

substantially in the form attached to this as AIUlex J;

(e) within thirty (30) days the of of each Reporting Year (or other frequency agreed with the (i) the on which all financial obligations by or to, as applicable, Implementing

in connection with any Project is financially closed; and (ii) the amount disbursed Funds period broken Project under Program, substantially in the form attached to this

(f) Fiscal the cumulative amount

Budget amount or used and

amount the Administrative the broken do\vu by each Sub-category

the Administrative Budget, substantially in the form attached to this as

the

unless otherwise approved by the returned to the

substantially in the form M;

within six (6) months an aJUlual statement of the Sub-account;

- 24 ­

(i) of this a final financial statement

Reporting Year (or substantially in the form

as AIU1ex N, a report on disbursement of Projects under each Program; and

from time to time.

F or the purposes of financial reports and statements 11.2 (h) 0) above, Investment Income by account shall as allocated between individual SCF activities.

Section 11.3. Financial Reporting with an aIU1ual for

between 10 SCF Trust Fund funds allocated Fund Committee, committee or Committee as appropriate, to Implementing substantially in the form attached to this O. The Implementing Entity shall confirm

no later than Implementing Entity of a copy of the report. In information provided by the in the and the information

Entity, the Implementing Entity shall promptly inform the of such discrepancy and with the the contained in the report.

Section 11.4. and shall audit the financial statements

Sub-account to in Sections 11.2 (h) and (1) that the costs of such audits shall be the Trust Fund. The

that Implementing Entity is to financial statements for its Special In and the costs of such audits shall

by the Trust Fund.

Section 1 Implementing with a list the names and

Officers, substantially in the form attached to P.

NOTICES

Section 12.1. All communications shall made to the person at the facsimile number, telephone number or electronic mail ""'''''''-'''''''..J,," from time to time designated by that party to other purpose.

number, number electronic mail so are set out below:

Name: Bank for Reconstruction and Development, as Trustee of the the Strategic Climate Fund 1818

Attention: Bender McAdams Director, Multilateral Innovative Department

Telephone: (202) 4580019 Facsimile: 6140795 Electronic mail: Smcadams@worldbank.org

(b)

Name: European Bank for Reconstruction and Development Address:

London United Kingdom

Attention: Richard Jones

26 ­

Telephone: (+44) 2073386909 Facsimile: (+44) 8 Electronic

1 DISPUTE RESOLUTION

Section 13.1. The Implementing Entity and the Trustee shall, to the extent possible, strive to resolve promptly and of interpretation and application terms and conditions and settle or or to the terms and conditions

Section 13.2. If any dispute, controversy, or claim arising out of or relating to the terms and conditions this Agreement has not been by of the Implementing Entity and shall with the

as the case may or claim relating to any payment default

Income and Principal Payment, only relevant contributors to the Fund, whose contributions Recipient) with a view to

14. AMENDMENT

Section 14.1. This may amended at any by written of and the Implementing Any amendment to Rules shall be

to approval of Implementing Entity's Board of Directors.

15. DISCLOSURE

Section 15.1. The Trustee or the Implementing may make this Agreement publicly available, pursuant to their applicable policies on disclosure of information.

other information to the by only if the Implementing Entity

given its consent to which consent may only withheld if the proposed disclosure is inconsistent with Implementing policy on disclosure of information.

Section 1 be, and any contributors to the

provided that the shall provide information private sector projects only with the prior of

16. TERMINATION

Section 16.1. Unless by will on which is (4) months Principal Repayment or Income is scheduled to received by Implementing Entity, as notified by the Implementing Entity consistent with the applicable terms of the Funding approved by the Trust Fund Committee, or Sub-committee, as the case may be. This Agreement such date by party hereto, and shall cease to in force either

to the written notice of its

Section 16.2. 5, 13 and 15 of this (except obligation of Trustee to transfer amounts committed

prior to shall survive termination outstanding obligations and liabilities incurred or Implementing under financing for the Projects, or activities which any Administrative Budget is provided, have satisfied. In particular, notwithstanding the termination of this the Implementing Entity continue to hold Sub-account Principal Cancelled Income and any other amounts received or due to the Implementing Entity until all outstanding commitments, obligations and liabilities incurred by or owed to Entity under for the Projects, or activities for which any Administrative is provided, have been satisfied.

of the the Entity any information on such amounts received and held by portion of amount by according to terms this

and Investment (other than amount on Administration or Administrative Budget, if applicable, in Section 8.1), if any, which are remaining after the relevant commitments, obligations and liabilities have been satisfied.

- 28 ­

17. ENTIRE AGREEMENT

Section 17.1. This Agreement constitute the entire agreement and understanding of the parties hereto with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.

Section 17.2. This Agreement shall be effective as of the date aforementioned on the first page of this Agreement.

Section 17.3. Nothing in this Agreement shall operate as or be construed to constitute a waiver, renunciation or any other modification of any privilege, exemption or immunity accorded to either of the Implementing Entity or the Trustee pursuant to its respective constituent document, international convention or any applicable law.

18. EXECUTION IN COUNTERPARTS

Section 18.1. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned, being duly authorized thereto, have signed this Agreement wi th effect from the date aforementioned on the first page of this Agreement

INTERNA TIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT, AS TRUSTEE OF THE TRUST FUND FOR ST :rEGIC CLIMATE FUND

, oncessional Finance and Global Partnerships

EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT

Name: Richard Jones Title: Director, Official Cofinancing Unit

- 29 ­

EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT

Dated: 21 October as amended on 29 March 20 I 0

TABLE OF CONTENTS

ARTI Cl. .. E I - THE FUND ....................................................................................... ; .. - 32 ­ARTICLE II - RESOURCES OF FUND ........................................................ - 32 ­

Section 2.01 of Resources ....................................................................................................... - 32 ­Section 2.02 Contributions ................................................................................................................ - 33 ­Section 2.03 Payment of Contributions ............................................................................................ - 33 Section 2.04 Increases in Contributions ........................................................................................... - 33 ARTICLE III - USE OF THE I~ESOURCES OF FlTND .............................. - 33­

Section 3.01 Use of the Resources of the Fund ................................................................................ - 33 ­Section 3.02 Policy and Procedures .................................................................................................. - 34 ­Section 3.03 Financing Principles ..................................................................................................... - 34 ­Section 3.04 Procurement Rules ....................................................................................................... - 34 ­

ARTICLE IV - ADMINISTRATION RESOURCES OF THE FUND ........... ­Section 4.01 Principles ....................................................................................................................... - 34 ­Section 4.02 Separation of Resources ............................................................................................... - 35 Section 4.03 Investment ..................................................................................................................... - 35­Section 4.04 Administrative and other ............................................................................ - 35­Section 4.05 Allocation of Net Income and repayment of principal amounts ............................... - 35 ­Section 4.06 Valuation of Currencies ............................................................................................... - 35 ­Section 4.07 Accounts and Audit ...................................................................................................... - 35 ­Section 4.08 Information and Reports ............................................................................................. - 36 ­

ARTICLE V TERMINATION ............................................................................... - 36­Section 5.01 Termination ................................................................................................................... - 36 ­Section 5.02 Disposal of Resources on Termination ........................................................................ - 36­Section 5.03 Liquidation of Sub-Accounts ....................................................................................... - 37 ­

ARTICLE VI AMENDME~TS AND DISPUTE RESOLUTION ...................... - 37 ­Section 6.01 Amendments .................................................................................................................. - 37 ­Section 6.02 Dispute Resolution ........................................................................................................ - 37 ­

31

WHEREAS:

Bank for Reconstruction and Development (the is empowered Article 18 of the the Bank to establish and administer Funds and to carry out

operations fmanced from such Funds;

2008 the Intemational Bank for Reconstruction and (IDRB)/International Association (the "World Bank"), the African Development Bank, the Asian

the Inter-American Bank, the International Finance Corporation and the Bank (collectively, the "MOBs"), and countries and other developing partners reached an

on the and establishment of the Climate Investment Funds compflStng the Clean Technology Fund (HCTF") to provide scaled up financing that shall contribute to the demonstration,

and transfer of low carbon with potential for long-term gas emiSSions and (ii) the Climate Fund (USCF") to for scaled-up, transformational action in support of and mitigation measures to climate

On 1 July the Executive Directors of the World Bank approved the establishment of the including the CTF and the SCF and the appointment of the International Bank for Reconstruction and

Development as trustee for each of the CTF Trust Fund (the "CTF Trustee") and the SCF Trust Fund "SCF

(c) On 18 November 2008 the Trust Fund Committee of the CTF (the "CTF Trust Fund Committee") the Governance Framework for the CTF (the "CTF Governance and the Trust Fund Committee of the SCF (the "SCF Trust Fund Committee") approved the Governance Framework for the SCF (the "SCF Governance Framework");

(d) The Bank has agreed to establish and administer a Special Fund in connection with the CIF (the "EBRD CIF Special Fund", hereinafter referred to as the "Fund") comprised of at least two sub-accounts. One sub­account will be established and administered in connection with projects to be financed with CTF funds (a "CTF Project") and the other will be established and administered in connection with projects to be financed with SCF funds (an "SCF Project");

Contributions to the Fund shall be made pursuant to and in accordance with the terms and conditions of a financial procedures agreement to be entered into between the Bank and the CTF as may be amended from time to time, in respect of the CTF Account (the "CTF Financial Procedures and the SCF in respect of the SCF Account "SCF Financial Procedures Agreement", individually a "Financial Procedures Agreement"); and

The Board of Directors has adopted on 21 October as amended on 29 March 20 10, the rules for the establishment and operation of the Fund (the

ARTICLE I - THE FUND

Section 1.01 Establishment of the Fund

The EBRD CIF Fund (the is hereby established as a Fund of the Bank in accordance with Article 18 of the Agreement the Bank as of the date on which these Rules are first

the Board of Directors of the Bank.

(b) The Fund consists of, at least, two sub-accounts:

the CTF sub-account is established to receive contributions of CTF Trust Fund funds in and make resources available to projects and activities by the CTF Trust Fund Committee based on a submitted the Bank and to receive and hold any investment income and retlows paid in respect of such CTF Projects "CTF and

the SCF sub-account is established to receive contributions of SCF Trust Fund funds in respect of, and make resources available to support, projects and activities by the SCF Trust Fund Committee based on a proposal submitted by the Bank and to receive and hold any investment income and retlows paid in respect of such SCF Projects (the "SCF

each a Sub-Account of the Fund.

Section 1.02 Application of Rules and Regulations

The Fund and the resources thereof shall be governed by, and such resources shall be administered, used and disposed of in accordance with, the Rules) as may be amended from time to time pursuant to Section 6.01.

Section 1.03 Administration of the Fund

to the express of the Rules, and as may be otherwise in writing between the Bank and the relevant the functions of the Board of the the Vice-Presidents, the officers and the staff members of the Bank in out the responsibilities and the powers of the Bank with to the and the procedures to be followed in the exercise of such functions, shall be the same as those which apply in similar circumstances to the operations of the Bank.

The President may adopt such guidelines and operating for the Bank, not inconsistent with the Rules, as shall be considered necessary or appropriate for the efficient administration of the Fund.

ARTICLE II - RESOURCES OF THE FUND

Section 2.01 Types of Resources

The resources of the Fund shall consist of:

amounts accepted by the Bank for inclusion in the Fund as provided in Section 2.02 herein;

income derived from investment of the resources of the Fund in accordance with Sections 4.03 and

amounts paid, or recovered in respect of investments of the resources of the Fund in accordance with Sections 3.0 I herein.

The Fund may have different Sub-Accounts, in addition to the CTF Account and the SCF Account, as may be determined the Bank from time to time. The resources of a Sub-Account shall not be commingled with the resources of other Sub·Accounts of the Fund.

Section 2.02 Contributions

(a) The CTF Trustee or the SCF Trustee pursuant to the relevant Financial Procedures Agreement, enter into a letter of commitment with the Bank which shall among other the amount of its contribution to a CTF or SCF the to which the contribution shall be the purposes for which such contribution shall be the manner in which payment thereof shall be made to the and such other matters as may be the Rules and the relevant Financial Procedures

substantially in the form attached to the Financial Procedures Agreement (a "Letter of Comm ilmen!").

(b) a Letter of Commitment, the CTF Trustee or SCF as the case may shall be deemed to the application of the as may be amended from time to time to Section 6.0 I, to the

resources contributed to Fund from the CIF under such Letter of Commitment.

Section 2.03 Payment of Contributions

Each contribution to the Fund shall be paid in the currency for in the Letter of Commitment and shali be made available to the Bank in cash. Contributions will be in accordance with the term of the relevant Financial Procedures and Letter of Commitment.

Section 2.04 Increases or Decreases in Contributions

The CTF Trustee or the SCF Trustee may propose an increase in the amount of a contribution set forth in a Letter of Commitment by either amending the relevant Letter of Commitment or by entering into another Letter of Commitment. The provisions of these Rules to contributions shall apply equally to increased amounts so contributed. The CTF Trustee or the SCF Trustee may propose a decrease in the amount of a contribution set forth in a Letter of Commitment a letter of commitment cancellation, as defined and in accordance with the

of, the relevant Financial Procedures

ARTICLE III - USE OF THE RESOURCES OF THE FUND

Section 3.01 Use of the Resources of the Fund

Subject to the terms of each Letter of Commitment, the resources of the Fund may be used for one or more of the following purposes:

(a) to finance the following of techn ical assistance:

(1) preparation in of a nr(',n",~pr1 SCF or Bank or investment operation;

project implementation in support of a CTF or SCF or investment operation, to be rendered after the investment documentation has been and

other types of technical assistance unrelated to any guarantee or investment operation, in support of activities that foster demonstration, and transfer of low carbon with significant potential for and promote adaptation measures to specific climate and such other activities by the CTF Governance Framework or the SCF Governance Framework,

(b) to finance incentive payments in support of any SCF or Bank or investment operation;

to finance investment grants, whether non-repayable, repayable upon a contingency or repayable in part or in full, for or works contracts, provided that such are extended in anticipation or support of a SCF or Bank guarantee or investment operation;

(d) to finance lending, guarantee or investment operations, whether or not in association with a related lending, or investment operation funded from the Bank's ordinary capital resources;

such other activities as the Bank and the CTF Trustee or SCF Trustee may otherwise agree; and

(t) as may be in a Finandal Procedures for the administrative expenses referred to in Section 4.04.

Section 3.02 Policy and Procedures

In the resources of the Fund, the Bank shall apply the same internal as are when technical assistance or other grants or a loan or a guarantee or other credit support, from its resources. The Bank will exercise the same amount of care and dil as for its own ordinary

Section 3.03 Financing Principles

The Bank shall follow commercial practices and procedures appropriate for participating borrowers or investee companies or entities in all operations financed with the resources of the Fund. In particular, in providing or guaranteeing financing, the Bank shall pay due to the prospect that the borrower and its guarantor, if any, or the investee will be in a position to meet their obligations under the investment agreement.

Section 3.04 Procurement Rules

The Bank's Procurement Policies and Rules shall apply to all projects and activities having regard to the procurement of all goods, works and services undertaken with the resources of the Fund.

ARTICLE IV ADMINISTRATION OF RESOURCES OF THE FUND

Section 4.0 I Principles

The establishment, admin istration and use of the resources of the Fund shall be the responsibility of the Bank.

- 35 ­

Section 4.02 Separation of Resources

The resources of the Fund shall at all times and in all respects be held, committed, invested or otherwise disposed of entirely from the ordinary resources of the Bank, any other Funds resources of the Bank and any co-operation funds adm inistered by the Bank.

(b) Under no circumstances shall the ordinary capital resources of the Bank be charged with, or used to discharge, losses or liabilities arising out of the operations or other activities for which resources of the Fund were originally used or committed.

Section 4.03 Investment

The Bank may invest any resources of the Fund which are not immediately for use under Article III in accordance with the Bank's usual treasury management practices applicable to Special Funds resources; such

may include placing money in an interest account without any active management by the Bank.

Section 4.04 Administrative and other Expenses

(a) The Bank shall recover the costs and expenses of administering and managing the EBRD CIF Special Fund in accordance with the terms of the relevant Financial Procedures Such costs and expenses shall either be paid directly to the Bank for its own account or shall be paid into the which the Bank shall then be entitled to withdraw from the Fund without further notice to the relevant in accordance with the terms of the relevant Financial Procedures Agreement and Letter of Commitment.

(b) The Fund shall bear its proportionate share of expenses appertaining directly to financed from the resources of the without limitation a pro rata share of any costs and expenses incurred in respect of the preservation, protection or recovery of investments made with the resources of the Fund.

Section 4.05 Allocation of Net Income and repayment of principal amounts

Net income accruing on the resources of the Fund shall be retained in the Fund in accordance with the relevant Letter of Commitment and Financial Procedures Net income shall be determined and retained per Sub-Account and In accordance with the allocation and reflow procedures described in the relevant Financial Procedures and Letter of Commitment.

Repayment of amounts contributed to the Fund to be made available for investment operations loan. or operations) shall be to the CTF Trustee or the SCF as the case may be, in

accordance with the terms of the relevant Financial Procedures and Letter of Commitment.

Section 4.06 Valuation of Currencies

Whenever it shall be necessary to determine the value of any currency in terms of another currency or of the unit of account of the the valuation shall be made by the Bank, as far as the principles applicable to valuation of currencies forming part ofthe ordinary capital resources of the Bank.

Section 4.07 Accounts and Audit

The Bank shall maintain accounts of the Fund in accordance with accounting principles and the Bank's accounting and shall prepare and submit to the Board of Directors financial statements of the Fund on an annual basis. The accounts of the Fund shall be prepared and in euro.

- 36 ­

(b) The accounts of the Fund shall be to the same audit internal and external auditors of the Bank as are app Iied to the accounts of the Bank's ordinary

The Board of Directors shall submit to the Board of for approval at each Annual Meeting of the Bank, the audited financial statements of the Bank, which shall include a summary statement of the Fund for the previous financial year.

Section 4.08 Information and Reports

(a) The Bank shall report on the Fund in its Annual

The Bank shall the CTF Trustee and SCF Trustee with reports and other information in accordance with the terms of the relevant Financial Procedures on the current status and anticipated use of the resources of the Fund and of the CTF Projects and SCF

ARTICLE V - TERMINAnON

Section 5.01 Termination

The Board of Directors may, after consultation between the Bank and the CTF Trustee and SCF decide to terminate the Fund.

upon termination by the Bank of its pursuant to Article 41 the Bank.

The Fund shall term inate automatically upon the termination of the CIF.

Section 5.02 Disposal of Resources on Termination

termination of the Fund the following provisions shall apply with respect to the resources of the Fund:

The Bank shall forthwith cease all activities relating to such resources, except those incidental to the orderly realisation, conservation and of such resources and the settlement of the direct or contingent

which may be

to subsection the Bank shall distribute to the CTF Trustee or SCF as the case may funds available and as yet not committed at the time of termination in accordance with the relevant

Financial Procedures Any proceeds from investments still held in the Fund at the time of termination shall be distributed to the CTF Trustee or SCF Trustee, as the case may when such proceeds are received, 'in accordance with the terms of the relevant investment agreement.

No distribution shall be made until all liabilities to creditors (including liabilities to the Bank in respect of any administrative shall have been discharged or provided for. Any distribution to the CTF Trustee or SCF Trustee, as the case may shall be subject to prior settlement of all outstanding claims by the Bank

the CTF Trustee or SCF as the case may be, in of its contribution. Amounts which are not disputed shall be distributed to the CTF Trustee or SCF as the case may be, pending final distribution.

- 37 ­

(d) Until final distribution of the assets of the all and of the Bank and of the CTF Trustee or SCF as the case may under the relevant Financial Procedures Agreement and Letter of Commitment shall continue unimpaired.

Section 5.03 Liquidation or Sub-Accounts

A Sub-Account may be without the Fund, in particular, if the relevant Financial Procedures is terminated.

ARTICLE VI - AMENDMENTS AND DISPUTE RESOLUTION

Section 6.01 Amendments

The Rules are and shall remain consistent with the of the the Bank. The Rules may be amended, after consultation between the Bank and the CTF Trustee andJor SCF as the case may be, upon approval of the Board of that such amendments shall be consistent with the provisions of the Financial Procedures and all Letters of Commitment entered into prior to such amendment.

Section 6.02 Dispute Resolution

should arise between the Bank and the CTF Trustee or SCF Trustee, as the case may be, any matter arising out of or in connection with the relevant Financial Procedures or a Letter

of Commitment and such dispute cannot be settled consultation between the Bank and the CTF Trustee or SCF as the case may such shall be referred to the relevant CIF Trust Fund Committee with a

view to reconciling the in accordance with the relevant Financial Procedures

is made to the Financial Procedures ],2010, between

; provided, however, that pursuant to

- 38 ­

Annex A

ofCommitment [date]

FUND Commitment

CLIMATE FUND [MOB Full Name]

Dear or Madam:

Reconstruction and of the (the

dated [

Trust Fund") (the and the [MOB ("[MOB Name]") (the "Agreement").

In with Section 3 of the hereby commits the sum amount ] to [MOB such amount reflecting the amounts approved the Trust Fund

the relevant Sub-committee, as case be, during [period] activities to be with the [SCF Projects], [Project , [Administrative as applicable] listed in Annex attached

3.l(e) and (f) the Agreement, the amount of the commitment may be subject to adjustment, in with terms of the

funding allocated for any Project or was by the Trustee.

to of

the Trustee to the Implementing in accordance with the

SCF Sub-account, the Agreement.

and Development, as Climate Fund

Name:

Attachments

- 39 ­

Letter ofCommitment Cancellation [date]

[MDB Full Name] [MDB

FOR STRATEGIC FUND] Cancellation of Commitment of Funds to

[MDB Name]

Sir or Madam:

is to Financial Agreement dated [ ], 2010, the International Bank for Reconstruction and Development, as of the Trust Fund for the Strategic Climate "Trustee") and [MDB Full ("[MDB "Agreement") .

3.1 (e) and (f) of here by notifies you by the in sum of USSr amount ] for the Projects,

Project Administration [select as applicable] listed in Annex attached hereto is cancelled pursuant to said sections.

Bank for Reconstruction and Trust Fund for Strategic

Name:

- 40 ­

Annex C-l

STRATEGIC CLIMATE FUND ISCF Program namel

IMDB Namel Ret: No. ______

Cash Transfer Request Number _______

[1"1 DB namel

Cash Trdnst'er Request for SCI' Non-Guardntee Projects aJ

As of Idate] (in [US dol/ars})

Net Cumulative Cas h receiv ed from the Tmstee U1 the [MOB

NalTleJ/SCF Fund bl

Nel Ollnu lal ive Disbursements from the

[MOB NnmeJ/SCF Fund cl

Net Cas h Position Projected Cas h

Requirements for Next [6J Months

Projected Net Cas h Posit io n

Amou nt of Cash Transfer Request

( I)

000

(2)

000

(3) = (I) . (2)

000

(4)

0 00

(5) = (3) - (4)

0.00

(6)

0.00

a Jllls n:'I'·Wjl inc:/ude.\" ca.\h frans(ers./hr S( 'F Nnn-Guarantet' Prajeels, in cluding project preparation oc/ivies, but excludes cash IransjersjiJr Guaranfee.\", MDB and AJnllnHfraflve Budgel.

h "fIJi.\' colu mn reprel'enls Ihe elllnllialive amo"n! IranI/erred 10 Ihe JMDRJ less rell1m 0/ funds /0 Ihe Truslee lince Ih e incep' ion oflhe {MDBjlSCF Fund.

c 7h, .\ column repre.\enl.\ {he cum ulative amount di,\hurseci /rol/J Ihe jMOBJ SCI- r"lInd less suhsequenl refum (~/f/Jnd.\" by project receipl enls In

Ihe jMIJH/ sInce Ihe meeplion ollhe (ivllJRJ SCrfimd.

Bank Account DeUlils

Bank accowlt name: Bank accowll nwnber: Bank name: Bank address: Bank SWI FT code: Bank code: Routing instructions :

Signed Date Name Title

c

- 41 ­

Annex C-2

STRATEGIC CLIMATE FUND

ISCF Program namel IMDB Namel Ref. No. _______

Cash Transfer Request Number _______

[MDB namej

Cas h Transfe r Request for SCF Non-Guarantee Projects a/

As of [date I (in [US dol/ars})

Amount Armunt ofProject Anticipated Net Committed

[MDB] [0 Trans felTed to Cash Tran sfer Trustee rD Project Title Approval Date Closing Armunt bl

Req ues 1(Sign ing) Date date cl by [MDBJ

(7)(I) (2) (3) (4) (5) (6) (8)

Tornl Cash Transfer Amount ______

a ThiS re'luesllsfor an up-fron l lransfer ofSCF Non-Cuaranlee Projecls in accordance wilh SecllOl1 -I , I,(c){i)(2) ,

b 'lI,is column represents the cvrnmilleJ amounllesx cancelled amounl.

This column repre,l'enl,l' lhe curnulalive arnounllransferred 10 Ihe !MDH Name} less relurn afjimd", 10 Ihe Trus lee sin ce Ihe Inceplion oflhe !MDH

Narnel'SCF r'und,

Bank Accolll1t Details

Bank account name: Bank aCCO lll1t nlll11ber: Bank name: Bank address: Bank SWIFT code: Bank code: Routing instructions:

Signed Date ___ ___ ____

Name Title

- 42 ­

Annex D

STRATEGIC CLIMATE FUNO

[SCF Program namel [MOB Namel Ref. No. _ _____ _

Cash Tnwsfer Request Number _______

[MOB namel

Cash Transfer Request forSCFGuarantee Projects al

As of [date I (in [US dollars))

Trustee 10 [MOB] 10

( I ) (2)

Project Title Net Committed Amount Tran sferred Amo unt ofCash

Amount b/ to da te c/ Tran sfer Request

(3) (4) (5) (6)

Total Cash Transfer Amount ________

al This req uest includes cash transftrsfor SCF Guarantees. including loan guarantees and contingen ljinance

bl This coillmn represents the commit ted amount le ss cancelled amount.

cl This column represents the cumulative amounttransftrred to the [/viDB Name) less return offunds to the Trustee since the inception of

the [/viDB Name}lSCF Fund.

Bank Account Details

Bank account name: Bank accoW1t number: Bank name: Bank address: Bank SWfFT code: Bank code: Routing instructions:

Signed Date ___________

Name Title

-------------

- 43 ­

Annex E STRATEGIC CLIMATE FlJNO

[SCF Program name J [MOB Name] Ref. No. _______

Cash Transfer Request Number ___ ____

[MOB Name]

Cash Transfer Request for Project Administration Fees a/

As of[date] _________

(in [US dollars))

Net Cumulative Cash received from the Trustee in the [MOB Name] /SCF Fund bl

Amount of Cash Transfer Request for Fees

(I) (2)

0.00 0.00

af The Implementing Entity may request up to the amount equal to the net cumulative amount ofthe SCF Trust Fundfonds commilled by the Trusteefor Project Administration Fees less the net cumulative amount ofthe SCF Trust Fund funds received for Project Administration Fees /i-om the Trustee, both as ofthe date ofthe request bf This column represents the cumulative amounttransforred to the [MDB Name} less return offonds to the Trustee since the inception ofthe [MDB Name}/SCF Fund.

Bank Account Details

Bank account name: Bank account nwnber: Bank name: Bank address: Bank SWIFT code: Bank code: Routing instructions:

Signed Date Name Title

- 44 ­

Annex F

STRATEGIC CLIMATE FUND

IMOB Namel Ref. No. ______ Cash Transfer Request Number ______

[MOB Namel'

Cash Transfer Request for Administrative Budget

As ofldatel ___ ____ _ (in [US dol/ars))

Net Cumulative Cash received Ii'om the Tmstee in the IMOB NameVSCF Fund aJ Amount of Cash Transfer Requ est bl

(I) (21

Core

Cou nli~name

COlllltlY Progrnmrning

lnitiative name

Special

Q ThiS column reprc:se nl.~ 'he (Iim u/a /iV(! alTlolll1 llransjerred (() fhe {MDB Nanfej Jc.\'x fc:furn oJ/unds IV fhe Tnlslec: since the incc:plhm oflhe [ MDB NamejlSCF F und.

h lhe Imp lemenfl ng {lIlilY may requcs/ up 10 (h e amount equal/() Ihe net cumulative amount oll/H! SCFjimd.\' cnmmifled hy the 7'ru,vlC!e less Iht' nel cumulative amOllnl 0/

Ihe X( '{-jllntls 1/'{] n."./(~rreJF()m fhe Trux((:c jor Ihal Suh -Category of/he Adminisfrative Blldget, bOlh as offhl! dau! oflhe rel/"esi.

Bank ACCO IUll Details

Bank acco unt name: Bank accowlt nwnber: Bank name: Bank address' Bank SWIFT code Bank code: Routing instructions

Signed Date _ _____ _ _ _ _ _

Nan"C Tnle

--

- 45 ­

Annex G

STRATEGIC CLIMATE FUND [SCF Program name]

[MDB Name]

Quarterly Report on [MDB] Approvals ofSCF Projects For the Quarter Ended ,__

(in (US dollars})

Part I: Summary

I. Amount o f SCF fu nds for SCF Projects approved by [lvI OBJ sin ce re poned to the Tru s tee on ____ ,__ (total from Pan II be low)

2.Cumulat ive amount ofSCF fund s fo r SCF Projec ts approved by [MOB] (as reported in item 3 of Pa n I of th e las t submitted Qu anerly Repon on [M OB] Approvals of SCF Projects)

3. Total amount ofSCF fund s forSCF Projects approved by [MOB] (I + 2)

........... ........... ... - -- -.' .. . - ._- - - .... ... __.- . . __. - ". - _. - ..... _- _..

Project Total SCF Non- MOB

Total Financing inciudUl g SCFBen eficiary Financin g Exec utionl Project Approval Fundin g MOB Fina nc in g Coun try Co fin ancingProject TitleTrus tee ID [MOB] ID blimplemen tation Date by [M OB] Approved by bl Financing blCountl)' InSl nllnents aJ

bl St atu s [M OB]

I

(4) (5) (7) (8) (9) ( 10) ( I I) ( 12) = (8) + (9) + (10) + ( II )(6)(1) (2) (31

L- L ­

a· This column indicales IhefinanCing praduCls a/lhe SCFfunding, such as gran/so loans and guaran lees In Ilw co.'e o/SCI" ProjeCls.

b These columns are lIl/ormalion purpose only 10 Ih e ClFA dminwralive Unil andjilled in only if applicable.

Sigred ~~ -------------------Nam:: TITle

- 46 ­

STRATEGIC CLIMATE FUND [SCF Progmm name J

(MDB Name] Ref. No. ______

[MDB name]

[Loanll[GuaranteeJ Tenn Sheet

Trustee ill !D

Effective Date of the [Loan]/[Guarantce] and Amount

Dates/Interval

ment Schedule Remaining Outstanding Loan

Principal Date Amount Balance after Date

l) 2 3

-_...__._----­Name

--

- 47 ­

Annex I

STRATEGIC CLIMATE FUND (SCF Program name]

(MOB Name]

(MOB] Quarterly Report for Income and Principal Repayment to SCF Trust Fund

As of[date] _________

(in [US dollars))

Principal Income

E.xpected Repayments /Principal Collected from

Principal Guarantee Repayments/ Expected Borrowers andIncome

Repayments/ Repayments Guarantee Transferred Income for to be Loan Loss / GuaranteeTrustee Project

RemarksGuarantee Co llected from[MDB] ID Repayments to Trustee to Reporting Transferred to Called AmountT itle ID Repayments Borrowers and to

Period [ ...]Trans ferred to date Trustee forfor Reporting be Trans ferred to

Trustee ReportingPeriod [ ...] Trustee for

PeriodReporting Period

(5) (7) (9) (10) = (6 + 7) - (8 + 9) (I I)(4) (6) (8)(I) (2) (3)

-

Date _______________________Signed Name Title

- 48 ­

Annex J STRATEGIC CLIMATE FUN 0

[SCF Program namel

[MOB Namel

[MOBI Quarterly Report on Cancellations ofSCF Projects and MOB Fees Associated with the Projects

As of[datel ________

(in [US dollars))

Original SCF

Trustee ID [MOB]ID Project Title Beneficiary

Country Financing

Instruments a/

Funding Approved by

[MOB], if

Project Amount

Adjustment d/

Date 0 f Adjustment

Net Project Amount

Project Status Project CanceUation

Date

applicable c/

(1 ) (2) (3) (4) (5) (6) (7) (8) (9) =(6) - (7) (10) ( II)

al This column indicates the financing products ofthe SCFfunding, such as gran!s, loans, guarantees.

bl The Trustee's commitmen! is contingent upon MDB's approval ofSCF proJect. cI [n the case that th e MDB dropped the whole project ajier the Trustee commitment, but before MDB approval, Insert zero (0) /11 this column.

dl This column includes (i) any drop, ca ncellation (full or partial) or amendment recorded by the MDB, which reduces th e amount endorsed or approved by the SCF Trust Fu nd Commillee, as applicable, (il) any amount which was committed by the Trustee, but not disbursed by the MDB to a project recipient ofSCFfu nds, and (iii) any amount, which was disbursed to a project recipient ofSCFfunds but subsequently returned by such recipient to the MDB.

Signed Date

Nalre

Title

---------------------

- 49 ­

Annex K

STRATEGIC CLIMATE FUND [SCF Program name]

[MDB Name]

[MDB] Quarterly Report on Unused Funds from SCF Project Closure

As of [date] ________

(in [US dollars])

Total SCF

Trustee ID [MDB]ID Project Title Beneficiary

Country

Financing

Instruments aJ

Funding

Approved by

Final Project

Clos ure Date

Final Dis bursed

Amount

Final Unused

Amount

(I) (2) (3) (4) (5)

[MDB]

(6) (7) (8) (9) = (6) - (8)

a/ This column indicales Ih eflnancing produc/s oflhe SCFfunding, such as gran IS, loans, guaranlees

Signed Date

Name

Title

- 50 ­

Annex L

STRATEGIC CLJMATE FUND

]MDB Name] Ref. No. ______

]MDB Name]

Annual Actual Administrative Expense Report

As of[datcl ________ (in [US dollars})

Cash recei ved !Tom the Tl1Istee in the [MOB Name VSCF Fund aJ

Used Amou nt Bal.nce

(I) (2) (3) =(1)· (2)

Core

Coun try name Ca sh leceived !Tom the Tl1Jstee in

the [MOB N.meVSCF Fun d bl Us ed Amount Balance

( I) (2) (3) =(1)· (2)

Co unt'Y Progr.mmjng

Initiative name Cash received !Tom th e Tru s tee in

th e [1VIDB Name]/SCF Fund cl Used Amount Balance

(I) (2) (3) =(1) - (2)

Spec Ial

o fl1ls (Of/1I1111 represenls 'he amo unl , ran.~/i:rred 10 {he {lV//){J Na me / .for the a£iminislrafive budg el jiscal year rep0rl ed.

h TIlls ("o/flnm represenl. ..·the amolint Iral1.~fi:rred to the {MfJB Name/jor each Country Programming Adm1l1isfrafive J3udger c this (o/Llmn repre.\enls {he amounlfran4erred If) the {At/DB Namel.lbreach special initiative

Signed Dale ___________

Name Title

- 51

STRATEGIC CLIMATE FUND

[MDB name]

Semi-annual Investment Income Report

of [dateJ

(in [US dollars])

Investment Income Cumulative Investment Cumulative Investment Balance Earned for the 19 Income Earned to date Income Transferred to

Period Trustee to date (I) (2) (3) (4) = (2) (3)

aJ This report is different from retum of investment income referred to Section 8. i.

Title

STRATEGIC CUMATE FUND

Annual on Disbursements ofSCF

As of

project Title Trustee ID [MDB] lD

(1)

SCFBeneticiary FiJ1ancing

Approved by Country Instruments aJ

[MDB]

(4) (5)

Cumulative Disbursemenls Sill ce

(6)

lative Commitments

ements not yet Status

alendar disbursed

r 8) (6) (7) (10)

af This column indicates such as grants, loans, guarantees.

Name

Title

Date --------------------­

- 53 -

STRATEGlCCLIMATE RJNO ISCF J'rogrnm narnel

IMOB Namel

1M OBI Annual Report for Reconciliation in respec.l ofSCF Trust Fund funding approved for Ihc IMOB Name I

As ofjdalel ________

(in [US dollars])

SCF TF I [MDB] Project

cl

(5)

G..ll1:l.lIative Trustee

Cornrnltrnent

(8'

Fi,nancial CUffl.Ilauve

Closure Date Amoums

(9)

Unused Final Amount Trustee Net Return offunds Arr'JJUr)l d/ SCF,:f applicable

0'

d when projec;

54

Annex P

International Bank for Reconstruction and Development,

Washington, United States of America

for the Climate Fund

Attention Director, Multilateral Trusteeship and Innovative Financing Department

Director:

Financial Procedures Agreement nl"J"UI"F'n and the Implementing

I Bank

to the Financial Reconstruction and Development, as

("Agreement") of the Trust Fund for the

Strategic Climate Fund and name of the MDB] ("[MDB Acronym]"), dated _~__" the purposes the Agreement, any [one/two] of whose authenticated specimen signatures appear below is authorized on behalf Implementing to any request or report under the Agreement:

[Name], [position]

[Name], [position] Specimen Signature: ___

[Name], [position] Signature:

Yours truly,

/ /

--~--..------- ­[Position]