1. Wherever the following terms are used in this Agreement, they have the meanings indicated below unless the context specifies or requires another meaning:

The term "Fund" means the African Development Fund established by this Agreement.

The word "Bank" means the African Development Bank.

The term "member" means a member of the Bank.

The term "participant" means the Bank and any State which will become party to this Agreement.

The term "participating State" means a participant other than the Bank.

The term "founding participant" means the Bank and any participating State which becomes a participant in accordance with subs. 1 of the art. 57.

The term "subscription" means the amounts subscribed by the participants in accordance with Art. 5, 6 or 7.

The expression "unit of account" means an account unit with a value of 0,81851265 grams of fine gold.

The term "freely convertible currency" means the currency of a participant, who, in the opinion of the Fund, after consultation with the International Monetary Fund, is deemed to be adequately convertible into other currencies for the purposes of operations The Fund.

The terms "President", "Board of Governors" and "Board of Directors" shall refer to the Chairman, the Board of Governors and the Board of Directors of the Fund, and in the case of Governors and Directors, respectively Include Alternate Governors and Deputy Directors when acting as Governors and Directors respectively.

The word "regional" means the African continent and the islands of Africa.

2. References to chapters, articles, paragraphs and annexes refer to chapters, articles, paragraphs and annexes to this Agreement.

3. The titles of the chapters and articles have no other purpose than to facilitate the consultation of the document and are not an integral part of this Agreement.

The purpose of the Fund is to help the Bank make an increasingly effective contribution to the economic and social development of Bank members and to promote cooperation (including regional and sub-regional cooperation) and trade Especially among these members. The Fund provides funding under privileged conditions for the achievement of objectives that are of paramount importance to this development and promote it.

1. Participates in the Fund, the Bank and the States which have become party to this Agreement in accordance with its provisions.

(2) The founding participating States shall be the States listed in Annex A and which have become party to this Agreement by virtue of s. 1 of the art. 57.

3. A State which is not a founding participant may become a participant and party to this Agreement on terms that are not inconsistent with this Agreement and that the Governing Council shall adopt in a unanimous resolution adopted by An affirmative vote of all participants' votes. Such participation shall be open only to States which are members of the United Nations or one of its specialized agencies or which are parties to the Statute of the International Court of Justice.

(4) A State may authorize an entity or body acting on its behalf to sign this Agreement and to represent it in all matters relating to this Agreement with the exception of the matters covered by s. 55.

The resources of the Fund shall consist of:

(i)

Subscriptions by the Bank;

(ii)

Subscriptions by participating States;

(iii)

Any other resources obtained from the Fund;

(iv)

Amounts resulting from the Fund's operations or accruing to the Fund from other securities.

The Bank shall pay to the Fund, as an initial subscription, the amount expressed in units of account that appears next to its name in Annex A, using the amounts credited to the "African Development Fund" of the Bank. The terms and conditions set out in s. 2 of the art. 6 for the payment of the initial subscriptions of participating States. The Bank shall thereafter subscribe to any amount that may be determined by the Board of Governors of the Bank, in accordance with the terms and conditions laid down by common accord with the Fund.

1. When it becomes a participant, each State shall subscribe to the amount assigned to it. These subscriptions are hereinafter referred to as "initial subscriptions".

The initial subscription assigned to each founding participating State shall be equal to the sum indicated in Annex A to its name; that sum shall be denominated in units of account and payable in freely convertible currency. The amount of the subscription shall be paid in three equal annual instalments according to the following schedule: the first instalment shall be paid within 30 days after the date on which the Fund starts its operations in accordance with the provisions Of Art. 60 or on the date on which the founding participating State becomes party to this Agreement, if it is later than the expiration of the above period; the second instalment shall be paid within one year and the third instalment within one year to The maturity of the second instalment or the payment of the second instalment if the second instalment is due. The Fund may request the advance payment of the second or third instalment or the two instalments if its operations so require, but it depends on the free will of each participant to make this advance payment.

The initial subscriptions of participating States other than the founding participants shall also be denominated in units of account and payable in freely convertible currency. The amount and manner of payment of such subscriptions shall be determined by the Fund in accordance with the provisions of subs. 3 of Art. 3.

4. Subject to any other provisions that the Fund may be required to make, each participating State shall maintain the free convertibility of sums paid by it in its currency, in accordance with this Article.

5. Notwithstanding the provisions of the preceding paragraphs of this Article, any participating State may extend by a maximum period of three months the maturity of a payment provided for in this Article, if the adjournment is necessary for reasons Budget or otherwise.

At any time when it deems it appropriate to do so, taking into account the payment schedule of the initial subscriptions of the founding participants and of its own operations and at appropriate intervals thereafter, the Fund shall take stock of its And, if it deems it desirable, may authorise a general increase in the subscriptions of the participating States according to the terms and conditions it determines. Notwithstanding the above, general or individual increases in the amount of subscriptions may be authorised at any time provided that an individual increase is envisaged only at the request of the participating State Interested.

(2) Where an individual additional subscription is authorised in accordance with paragraph 1, each participating State shall be free to subscribe, subject to conditions reasonably fixed by the Fund and not less favourable than those prescribed in the Paragraph 1, an amount by which it may retain the same proportional value to its right to vote in respect of the other participating States.

3. No participating State shall be required to take up additional amounts in the event of a general or individual increase in subscriptions.

4. Authorizations relating to general increases referred to in s. 1 shall be granted and decisions relating to the said increases shall be adopted by a majority of eighty-five per cent of the total voting rights of the participants.

Subject to the provisions of this Article, the Fund may enter into arrangements for the acquisition of other resources, including donations and loans, to members, participants, non-participating States and All public or private entities.

2. The terms and conditions of such arrangements shall be consistent with the objectives, operations and policy of the Fund and shall not constitute an excessive administrative or financial burden for the Fund or the Bank.

(3) These arrangements, with the exception of those for technical assistance donations, shall be established in such a way that the Fund can comply with the requirements of s. 4 and 5 of Art. 15.

Those arrangements shall be approved by the Governing Council; in the case of arrangements with a non-Member State or a non-participating State or with an institution of such a State, such approval shall be acquired by a majority of eighty-five per cent The total votes of the participants.

5. The Fund shall not accept a loan (subject to the temporary advances necessary for its operation) which is not granted under privileged conditions. It does not borrow on any market, nor does it participate as a borrower, guarantor or otherwise in the issuance of securities on any market. It shall not issue negotiable or transferable bonds in recognition of debts incurred in accordance with the provisions of s. 1.

The Fund shall accept any part of the subscription that the participant must pay in accordance with art. 5, 6 or 7 or art. 13, and of which the Fund does not need for its operations, in the form of vouchers, letters of credit or similar obligations issued by the participant or by the depositary that the participant may have designated, in accordance with art. 33. Such good or other forms of obligation shall not be negotiable, shall bear no interest and shall be payable for their face value to the credit of the account open to the Fund with the Depositary designated, or, in the absence of a depositary, according to the Guidelines given by the Fund. Notwithstanding the issuance or acceptance of any good, letter of credit or other form of obligation of this nature, the participant's commitment under s. 5, 6 and 7 and art. 13, remains. With respect to the amounts held by the Fund in respect of subscriptions of participants who do not avail themselves of the provisions of this Article, the Fund may make such deposits or investments so as to generate income which Contribute to its administrative and other expenses. The Fund shall carry out levies on all subscriptions pro rata to them, as far as possible at reasonable intervals, with a view to financing the expenditure, in any form that these subscriptions are made.

No participant shall, by reason of his or her participation, be held responsible for the acts or commitments of the Fund.

1. The currencies received in respect of subscriptions made in accordance with Art. 5 and para. 2 of the art. 6, or in respect of those subscriptions under s. 13, may be used and converted by the Fund for all its operations and, with the approval of the Board of Directors, for the temporary investment of capital that the Fund does not need for its operations.

2. The use of currencies received in payment of subscriptions made in accordance with subs. 3 of Art. 6 and paras. 1 and 2 of Art. 7, or in respect of such subscriptions under section 13, or for the resources referred to in s. 8, is governed by the terms and conditions under which these currencies are received, or, in the case of currencies received under s. 13, by the terms and conditions under which the currencies whose value is so maintained have been received.

3. All other currencies received by the Fund may be freely used and converted by the Fund for all its operations and, with the approval of the Board of Directors, for the temporary placement of capital that it does not need For its operations.

4. No restriction shall be imposed which is contrary to the provisions of this Article.

Each time it is necessary, under this Agreement, to determine the value of one currency in relation to another or to several others or to the unit of account, it is for the Fund to establish a reasonable value after consultation With the International Monetary Fund.

(2) If it is a currency whose parity is not established at the International Monetary Fund, the value of that currency in relation to the unit of account shall be determined by the Fund from time to time, in accordance with subs. 1 of this Article and the value so determined shall be regarded as the au pair of that currency for the purposes of this Agreement, including, and without limitation, the provisions of s. 1 and 2 of Art. 13.

1. If the parity of the currency of a participating State, established by the International Monetary Fund, is lowered in relation to the unit of account or its exchange rate, in the opinion of the Fund, has substantially depreciated in the territory of the participant, It shall pay to the Fund, within a reasonable period of time, in its own currency, the necessary complement to maintain the value, which they had at the time of the initial subscription, the assets in that currency paid to the Fund by that participant in Article 6, and in accordance with the provisions of this paragraph, whether or not this currency is Held in the form of vouchers, letters of credit or other obligations, accepted in accordance with s. 9 provided, however, that the previous provisions apply only in the cases and to the extent that the said currency was not initially spent or converted into another currency.

2. If the parity of the currency of a participating State has increased in relation to the unit of account or if the exchange rate of that currency has, in the opinion of the Fund, been substantially increased in the territory of the participant, the Fund shall return to that participant, Within a reasonable period of time, an amount of that currency equal to the increase in the value of the assets in that currency to which the provisions of the paragraph apply. 1.

3. The Fund may renounce the application of the provisions of this article or declare them ineffective when the International Monetary Fund makes a uniformly proportional change in the parity of the currencies of all States Participants.

The Fund provides funding for projects and programmes aimed at promoting economic and social development in the territory of the members. It provides these means of financing to members of the economy, and the economic outlook requires funding under privileged conditions.

2. The means of financing provided by the Fund are intended for purposes which, in the view of the Fund, are of high priority from the point of view of development, taking into account the needs of the region or regions considered and, in less circumstances They are assigned to specific projects or groups of projects, in particular those registered in the framework of national, regional or sub-regional programmes, including the granting of financing to national development banks Or other appropriate institutions for the purpose of granting loans for the purpose of Funding of specific projects approved by the Fund.

The Fund shall not provide the necessary means of financing for a project if the member, in whose territory the project is to be executed, objects to it; however, the Fund shall not be obliged to ensure that there is no opposition from the Individual members in the event that the means of financing are provided to an international, regional or subregional public body.

2.

(a) The Fund shall not provide any means of financing if, in its opinion, such financing may be provided by other means on such terms as it deems reasonable for the beneficiary.

(b)

By providing means of financing to entities other than members, the Fund shall take all necessary steps to ensure that the benefits derived from the privileged conditions it grants accrue only to members or other entities Which, having regard to all the relevant facts, should benefit from all or some of these advantages.

3. Prior to any financing, the applicant shall submit a proposal in good standing through the President of the Bank and the President shall submit to the Board of Directors of the Fund a written report in which this funding is recommended on the basis of a A thorough review of the subject matter of the personnel application.

4.

(a) The Fund shall not impose on condition that the sums received from its loans are spent on the territories of a participating State or Member State; these amounts, however, are used only for the acquisition, in the territories of the States Participants or members, goods produced in those territories or services provided, provided that, in the case of funds received pursuant to s. 8 of a State which is neither a participant nor a member, the territories of the said State providing such funds may also be selected as the source of the purchases made by means of such funds and may also be selected as a source of purchase by means of Other funds received under this section, as determined by the board of directors.

(b)

The acquisition of such goods and services shall be made by means of an international competition between suppliers meeting the conditions laid down, except where the Administrative Council considers that the call for international competition is not Not justified.

5. The Fund shall take all relevant provisions in order to ensure that the amounts from its loans are devoted exclusively to the purposes for which they were granted, taking due account of the considerations of economy, performance and International trade competition and without concern for political or extra-economic influences or considerations.

6. The funds to be provided for any financing operation shall be made available to the beneficiary only in order to enable it to deal with the expenditure related to the project, as they are actually incurred.

7. The Fund shall apply the principles of sound financial management for development to its operations.

8. The Fund does not make refinancing operations.

9. In granting a loan, the Fund attaches the intended importance to the forecasts of the borrower's ability and, where appropriate, the guarantor to meet their obligations.

10. In reviewing an application for funding, the Fund shall take due account of the measures taken by the beneficiary to assist himself or, if not a member, the assistance provided by the beneficiary and the member or members of the Fund. Territories from which the project or program must benefit.

The Fund shall take all necessary measures to ensure that the provisions of this Article are effectively applied.

1. The funding provided through the resources provided under s. 5, 6 and 7, as well as repayments and related income, are provided by the Fund in the form of loans. The Fund may provide other means of funding, including donations from resources received under arrangements made pursuant to s. 8 and expressly authorize these forms of financing.

2.

(a) Subject to the provisions of the preceding paragraph, the Fund shall provide means of financing under certain conditions, depending on the circumstances.

(b)

Where the borrower is a member or intergovernmental organization of which one or more members are members, the Fund shall primarily take into account, in order to establish the financing arrangements, the position and the economic prospects of the member Members for whom funding is granted, and, in addition, the nature and requirements of the project or program in question.

3. The Fund may provide funding to: (a) any member, any geographic or administrative subdivision or organization of that member; (b) any institution or business located in the territory of a member; (c) any institution or organization Regional or sub-regional organization involved in the development of members' territories. All these means of financing shall, in the opinion of the Fund, be devoted to the achievement of the objectives of this Agreement. If the borrower is not a member himself, the Fund requires one or more appropriate guarantees, governmental or otherwise.

4. The Fund may provide currency for the settlement of local expenditure on a project, in the event and to the extent that, in the opinion of the Fund, the granting of such funds is necessary or appropriate for the achievement of the objectives of the loan, being taken Consideration of the economic situation and prospects of the member or members entitled to receive funding from the Fund, as well as the nature and requirements of the project.

5. Loans are repayable in the currency or currencies in which the loans were made, or in other freely convertible currencies that the Fund determines.

(6) The Fund shall grant funds to a member or for the benefit of a member or for a project to be carried out in the territory of a member only if the member is satisfied that the member has taken all the measures in respect of his territory Legislative and administrative requirements necessary to give effect to the provisions of s. 4 of Art. 11 and chap. VIII, as if that Member was a participating State, and this financing must be subject to the condition that such legislative and administrative measures are maintained and that, if there is a dispute between the Fund and a member and The absence of any other provision to that effect, the provisions of s. 53 shall be applicable, as if the member were a participating State in the circumstances to which the said article applies.

A thorough and continuous analysis of the implementation of the projects, programmes and activities financed by the Fund shall be carried out in order to assist the Executive Board and the President in assessing the effectiveness of the Fund in the implementation of its Objectives. The President, with the agreement of the Governing Council, shall make arrangements for this study, the results of which shall, through the Chairman, be made available to the Board of Directors.

In order to achieve its objectives, the Fund seeks to cooperate and may enter into arrangements for cooperation with other international organizations, regional and subregional organizations, other institutions and States, Reservation that none of these arrangements shall be concluded with a non-participating or non-participating State or with an institution of such a State, unless approved by a majority of eighty-five per cent of the total votes of the participants.

In order to achieve its objectives, the Fund may provide technical assistance which will normally be repayable if it is not financed by special grants for technical assistance or other means put to the Fund. Provision of the Fund for this purpose.

In addition to the powers specified in other Articles of this Agreement, the Fund may undertake any other activities which, in the course of its operations, are necessary or desirable to enable it to achieve its objectives and will be Comply with the provisions of this Agreement.

Neither the Fund nor any of its officials or other persons acting on its behalf will intervene in the political affairs of any member. Their decisions shall not be influenced by the political orientation of the member or members concerned and shall be based solely on considerations relating to the economic and social development of the members, and these considerations shall be Impartially weighed to achieve the objectives set out in this Agreement.

The Fund has a Board of Governors, a Board of Directors and a President. The Fund shall use, in order to carry out its functions, the staff and employees of the Bank and its organization, services and facilities and, if the Executive Board recognizes the need for additional staff, the Funds will have this staff, which will be committed by the President in accordance with para. (v) du par. 4 of Art. 30.

All the powers of the Fund shall be vested in the Governing Council.

The Governing Council may delegate all its powers to the Governing Council, with the exception of power:

The Governing Council may at any time revoke any delegation of authority to the Board of Directors.

The Governors and Deputy Governors of the Bank shall be ex officio and respectively Governors and Deputy Governors of the Fund. The President of the Bank shall, where appropriate, notify the Fund of the names of the governors and alternate governors.

2. Each participating State which is not a member shall appoint a Governor and an Alternate Governor who shall remain in office at the discretion of the participant who appointed them to such posts.

3. An alternate may participate in the vote only in the absence of the Governor whom it superseded.

4. Subject to the provisions of subs. 4 of Art. 60, the Governors and their alternates shall carry out their duties without being paid or defrayed from their expenses by the Fund.

The Governing Council shall hold an annual meeting and any other meetings provided for by the Board or convened by the Board of Directors. The President of the Board of Governors of the Bank is ex officio President of the Board of Governors of the Fund.

2. The annual meeting of the Governing Council shall be held at the annual meeting of the Board of Governors of the Bank.

The quorum of any meeting of the Governing Council shall be a majority of the total number of governors, representing at least three-quarters of the total votes of the participants.

The Governing Council may, by regulation, institute a procedure enabling the Governing Council, where it deems it appropriate, to obtain a vote of the governors on a specific matter without convening the Governing Council.

The Governing Council and the Board of Directors, to the extent permitted by the Governing Council, may establish the subsidiary bodies that they deem necessary or appropriate for the conduct of the affairs of the Fund.

The Governing Council and the Board of Directors, to the extent permitted by the Board of Governors or by this Agreement, may adopt the necessary or appropriate regulations for the conduct of the affairs of the Fund provided These Regulations are not inconsistent with the provisions of this Agreement.

Without prejudice to the powers of the Board of Governors provided for in Art. 23, the Board of Directors is responsible for the general operations of the Fund. To this end, it shall exercise the powers expressly conferred upon it by this Agreement or which are delegated to it by the Governing Council and in particular:

(i)

Prepares the work of the Board of Governors;

(ii)

In accordance with the general guidelines provided to it by the Board of Governors, shall make decisions concerning individual loans and other means of financing that the Fund shall grant under this Agreement;

(iii)

Adopt the regulations and other measures necessary to ensure that the accounts and accounting records of the operations of the Fund are kept and verified on a regular basis and in the appropriate manner;

(iv)

Ensures the most efficient and economical operation of the Fund's services;

(v)

Shall submit the accounts of each financial year to the approval of the Governing Council at each annual meeting, by establishing to the extent necessary a distinction between the accounts relating to the general operations of the Fund and those of the Operations financed from the resources available to the Fund in accordance with Art. 8;

(vi)

Submits an annual report to the Governing Council at each annual meeting; and

(vii)

Approves the budget, the general programme and the Fund's financing policy, taking into account the resources available for these purposes respectively.

The Board of Directors is composed of twelve directors.

2. The participating States shall select, in accordance with Annex B, six Directors and six Alternate Directors.

The Bank shall designate, in accordance with Annex B, six directors and their alternates among the members of the Board of Directors of the Bank.

4. An alternate administrator of the Fund may attend all meetings of the Board of Directors, but may participate in the proceedings and vote only in the absence of the administrator whom it superseded.

5. The Board of Directors shall invite the other directors of the Bank and their alternates to attend the meetings of the Board of Directors as an observer and any director of the Bank so invited or, in his absence, his May participate in the discussion of any project proposal designed for the benefit of the country it represents to the Board of Directors of the Bank.

6.

(a) An administrator appointed by the Bank shall remain in office until his or her successor has been designated in accordance with Annex B and has entered into office. If an administrator appointed by the Bank ceases to be a director of the Bank, he also ceases to be a director of the Fund.

(b)

The terms of office of the directors chosen by the participating States shall be three years, but shall end when a general increase in subscriptions decided in accordance with subs. 1 of the art. 7 becomes effective. The terms of reference of these directors may be renewed for one or more other three-year periods. They shall remain in office until their successors have been selected and entered into office. If an administrator post becomes vacant before the expiry of the term of office of its holder, it shall be filled by a new administrator chosen by the State or participating States for which its predecessor was entitled to vote. The new director shall remain in office for the term of office of his remaining predecessor.

(c)

As long as the position of an administrator remains vacant, the alternate of the former director shall exercise the powers of the former director, except for the appointment of an alternate if he is not a temporary substitute to represent him at meetings to which he cannot Attend.

7. If a State becomes a participating State in accordance with par. 3 of Art. 3 or if a participating State increases its subscription or, for any other reason, the voting rights of the various participating States are changed in the interval of the periods provided for the choice of the directors representing The participating States:

(i)

There will be no change in directors, provided that if a director ceases to have voting rights, his or her term of office and that of his or her alternate cease immediately;

(ii)

The voting rights of the participating States and the administrators selected by them shall be adjusted, from the date of the increase of the subscription, the new subscription or any other modification of the voting rights, The case;

(iii)

If the new participating State has voting rights, it may appoint one of the directors representing one or more participating States to represent it and exercise its voting rights until the next appointment is made Of the directors of the participating States.

8. Directors and alternates shall carry out their duties without being paid or defrayed from their expenses by the Fund.

1. The Board of Directors meets as often as required by the affairs of the Fund. The President shall convene a meeting of the Governing Council whenever it is requested by four directors.

(2) The quorum for any meeting of the Board of Directors shall be a majority of the total number of directors with at least three-quarters of the total voting rights of the participants.

1. The Bank and the group of participating States each own 1000 votes.

2. Each governor of the Fund who is the governor of the Bank shall have the proportion of the votes of the Bank which the President of the Bank has notified to the Fund, and shall exercise the corresponding voting rights.

3. Each participating State shall have a percentage of the total votes of the participating States calculated on the basis of the amounts subscribed by that participant in accordance with Art. 6 and also, to the extent that the participating States have accepted additional subscriptions authorized under subs. 1 and 2 of Art. 7, based on such additional subscriptions. When voting in the Governing Council, each governor representing a participating State shall have the votes of the participant he represents.

4. When voting on the Board of Directors, the directors appointed by the Bank shall have a total of 1000 votes and the directors chosen by the participating States shall have a total of 1000 votes. Each director appointed by the Bank shall have the votes assigned to him by the Bank and whose number is indicated in the notification of his appointment, which is provided for in the first part of Annex B. Each Director Selected by one or more participating States shall have the number of votes held by the participant or participants who chose it.

5. Each director representing the Bank shall give in block all the votes assigned to it. The administrator who represents more than one participating State may give separately the votes available to the various States that it represents.

Notwithstanding any other provisions of this Agreement:

(i)

If a regional member is or becomes a participating State, he does not have or acquires a voice of that fact, and if a regional participating State becomes a member, he no longer has to be counted from the day on which he acquires that quality of any voice Participating State; and

(ii)

If a non-regional State is or becomes, at the same time a participating State and a member, that State shall be treated, solely at the end of the Agreement, in all respects as if it were not a member.

7. Except as otherwise provided in this Agreement, all matters referred to the Board of Governors or the Board of Directors shall be determined by a majority of three-quarters of the total votes of the participants.

The President of the Bank is ex officio President of the Fund. He chairs the Board of Directors, but does not take part in votes. It may participate in the meetings of the Governing Council but without taking part in the votes.

2. The President is the legal representative of the Fund.

3. In the event of the absence of the President of the Bank or if his position becomes vacant, the person temporarily called upon to serve as President of the Bank shall also serve as Chairman of the Fund.

4. Subject to s. 26, the President manages the day-to-day affairs of the Fund, in particular:

(i)

Proposes the operations budget and the administrative budget;

(ii)

Proposes the general funding program;

(iii)

Organises studies and evaluations of projects and programmes to be financed by the Fund, in accordance with subs. 3 of Art. 15;

(iv)

Uses, as appropriate, the Bank's officials and employees, as well as its organization, services and facilities, to carry out the affairs of the Fund, being accountable to the Board of Directors of the establishment and The control of the organization, personnel and services required under s. 22;

(v)

Makes use of staff services, including consultants and experts the Fund may require, and may terminate their services.

The Fund shall reimburse the Bank for the fair cost of the use of officials and employees, as well as the organization, services and facilities of the Bank, in accordance with the arrangements between the Fund and the Bank.

2. The Fund is a legally independent and separate entity from the Bank and the Fund's assets are kept separate from those of the Bank.

3. Nothing in this Agreement shall incur the liability of the Fund because of the acts or obligations of the Bank or of the Bank because of the acts or obligations of the Fund.

The headquarters of the Fund is the headquarters of the Bank.

Each participating State shall designate its central bank or any other institution which may be approved by the Fund as depositary with which the Fund may retain its assets in the currency of the said participant and any other assets. In the absence of a different designation, the depositary for each member shall be the depositary designated by it for the purposes of the Agreement establishing the Bank.

Each participating State shall designate a competent authority with which the Fund may report on any matter covered by this Agreement. In the absence of a different designation, the communication procedure specified by a member for the Bank is also the same as for the Fund.

The Fund shall publish an annual report containing a certified statement of its accounts and shall, at appropriate intervals, communicate to the participants and members a summary of its financial position and a statement of its income and expenditure which indicate which The results of its operations.

2. The Fund may publish any other reports which it considers relevant to the achievement of its objectives.

Copies of all reports, statements and documents issued under this Article shall be made available to participants and members.

The Board of Governors shall determine from time to time the allocation of net income of the Fund, taking due account of the funds to be allocated to reserves and provisions for contingencies.

Any participant may withdraw from the Fund at any time by written notification to that effect at the headquarters of the Fund. Withdrawal shall become effective on the date of receipt of the notification or such date as will be specified in the notification provided that it is not later than six months after the date of receipt of the notification.

1. If a participant fails to meet any of its obligations to the Fund, the Fund may suspend it as a participant, through a decision of the Board of Governors. The suspended participant shall automatically cease to be a participant one year after the date of his suspension unless a decision of the Governing Council does so in his capacity as a participant.

2. During the period of the suspension, the participant concerned shall not be entitled to exercise any of the rights conferred by this Agreement except for the right of withdrawal, while remaining subject to all of its obligations.

(1) The State which ceases to be a participant shall have other rights under this Agreement only those conferred upon it by this Article and s. 53, but, except as otherwise provided in this Article, shall be bound by all the financial obligations that it has subscribed to the Fund, whether as a participant, borrower, guarantor, or otherwise.

2. When a State ceases to be a participant, the Fund and the said State shall discharge the accounts. Within the framework of such clearance of accounts, the Fund and the State in question may agree on the amounts to be paid to the State in respect of its subscription and of the date and currency of the payment. When used in relation to a participant, the term "underwriting" is intended for the purposes of this section and for the purposes of s. 40, to include both the initial subscription and any additional underwriting of the participant.

Pending the conclusion of such an agreement, and in any case if no such agreement is concluded within six months after the date on which the State ceased to be a participant or at the expiration of any period for which the Funds and the State concerned, the following provisions should be applied:

(i)

The State shall be relieved of any subsequent obligation to the Fund in respect of its subscription, but it shall pay the due dates of the amounts owing by its subscription on the date on which it ceased to be Participating and who, in the opinion of the Fund, are required to fulfil the commitments it had on that date in the course of its financing operations;

(ii)

The Fund shall return to the State the sums paid by the Fund in respect of its underwriting or from capital repayments of amounts thereon and that the Fund held on the date on which the State in question ceased to be a participant, except in the The Fund is satisfied that these funds are required to meet the commitments it had on that date as part of its financing operations.

(iii)

The Fund shall pay to the State a proportionate share of the total amount of capital repayments received by the Fund after the date on which the State ceased to be a participant and relating to loans granted earlier than that date, except for the Loans from resources provided to the Fund under arrangements for specific winding-up arrangements. The ratio of that share to the total amount of the capital of such repaid loans shall be the same as the ratio between the total amount paid by the State in respect of its subscription and which has not been paid to it in accordance with para. (ii) above and the total amount paid by all participants in respect of their subscriptions which has been used or which, in the opinion of the Fund, is required to fulfil the commitments it had in the course of its financing operations The day on which the State in question ceased to be a participant. The Fund makes this payment by instalments as it receives amounts for loan repayments in principal, but at at least one year intervals. These payments shall be made in the currencies received by the Fund, which may, however, at its discretion, make the payment in the currency of the State concerned;

(iv)

Payment of any amount due to the State in respect of its subscription may be deferred for as long as that State or any political subdivision or service of one of them still has commitments to the Fund, as a borrower or guarantor; This amount may, at the discretion of the Fund, be charged to any of the amounts owing at maturity;

(v)

In no case shall the State in question receive under that paragraph an amount in excess of the lesser of the following two amounts:

(1)

The amount paid by the State in respect of its subscription or,

(2)

The percentage of the net assets of the Fund appearing on its registers on the date on which the State in question ceased to be a participant, which corresponds to the percentage of the subscription of the State in question in relation to the total subscriptions of All participants.

(vi)

All calculations covered by these provisions shall be carried out on a basis reasonably determined by the Fund.

4. In no case shall amounts due to a State under this Article be paid to it before the expiry of a period of six months after the date on which the State ceased to be a participant. If, during that six-month period, from the date on which a State ceases to be a participant, the Fund shall cease its operations in accordance with Art. 40, all the rights of the State in question are determined by the provisions of Art. 40 and the said State shall be considered to be a participant in the Fund for the purposes of Art. 40 except that he has no right to vote.

The Fund may terminate its operations by a vote of the Board of Governors. Withdrawal of the Bank or all participating States in accordance with Art. 37 results in the definitive cessation of the operations of the Fund. After the termination of its operations, the Fund shall immediately cease all activities except those relating to the orderly conduct, conservation and safeguarding of its assets, as well as to the settlement of its obligations. Until the final settlement of these obligations and until the distribution of such assets, the Fund shall continue to exist and all mutual rights and commitments of the Fund and of the participants under this Agreement shall remain intact However, no participant may be suspended or withdrawn and no allocation shall be made to the participants except in accordance with the provisions of this Article.

2. No allocation shall be made to the participants in respect of their subscriptions before any obligations to creditors have been settled or have been the subject of provisions and before the Governing Council has decided to proceed To such a distribution.

3. Subject to the above and any special arrangements for the allocation of resources agreed upon in the provision of those resources to the Fund, the Fund shall allocate its assets among the participants Pro rata Amounts paid in respect of their subscriptions. Any allocation under the above provision of this paragraph shall be subject, in the case of any participant, to the prior settlement of all outstanding claims in the Fund against the said participant. This distribution shall be effected on the dates, in the currencies and in the form of cash or other assets, as the Fund considers just and equitable. The distribution among the various participants is not necessarily uniform as to the nature of the assets so distributed or the currencies in which they are denominated.

4. Any participant who receives assets distributed by the Fund under this section or of s. 39 is subrogated to all the rights that the Fund had on such assets prior to their allocation.

In order for the Fund to effectively achieve its objectives and fulfil its functions, it shall enjoy in the territory of each State participating in the legal status, immunities, exemptions and privileges which are stated In this Chapter; each participating State shall inform the Fund of the specific measures taken to that effect.

The Fund shall enjoy the full legal personality and in particular the capacity of:

(i)

Contract;

(ii)

Acquire and dispose of movable and immovable property;

(iii)

To be a party to Justice.

(1) The Fund shall enjoy immunity from legal proceedings in respect of any form of judicial action, except for disputes arising out of or arising from the exercise by the Fund of its power to accept loans in accordance with the provisions of Art. 8. The Fund, in this case, may be the subject of proceedings before a competent court in the territory of a State in which it has its seat or an agent responsible for receiving subpoenas or notifications, or in which it agrees to be prosecuted.

(2) Notwithstanding the provisions of paragraph 1, no action may be brought against the Fund by the participating States, their bodies or services, or by an entity or person acting directly or indirectly on behalf of a Participant or who would be his or her successor or that of an organization or service of the participant. Participants shall use the special procedures relating to the settlement of disputes between the Fund and its participants, established by this Agreement, by the regulations of the Fund or by contracts with the Fund.

3. The Fund shall take all necessary measures relating to the rules applicable to the settlement of disputes which are not provided for in the provisions of paragraph 2 of this Article and of Art. 52 and 53, and which are subject to the immunity of the Fund resulting from paragraph 1 of this Article.

4. In the event that, in accordance with the provisions of this Agreement, it does not enjoy immunity from jurisdiction, the Fund, its property and assets, wherever situated and whatever the holder thereof, shall be exempt from any form of seizure and execution, Garnishment or enforcement action for as long as a final judicial decision has not been made against the Fund.

The assets and assets of the Fund, wherever situated and the holder thereof, shall be protected from any search, requisition, confiscation, expropriation or other forms of seizure or control by the executive or legislative authority.

The archives of the Fund and, in general, all documents belonging to it or that it holds, are inviolable wherever they are.

To the extent necessary for the Fund to achieve its objectives and perform its functions and subject to the provisions of this Agreement, all assets and other assets of the Fund shall be exempt from restrictions by financial controls, Regulations or moratoriums of any kind.

Each participating State shall apply to official communications of the Fund the same regime as in the official communications of the other international financial institutions of which it is a member.

All governors and administrators and their alternates, the President and staff, including experts performing missions for the Fund:

(i)

Enjoy immunity from jurisdiction for acts performed by them in the performance of their official duties;

(ii)

If they are not nationals of the State in which they perform their duties, enjoy immunities in respect of the provisions restricting immigration, the registration formalities of aliens and the obligations of the national service and facilities in Not less favourable than those recognised by the participating State concerned with representatives, officials and employees of comparable rank from any other international financial institution of which it is a member;

(iii)

Receive, from the point of view of travel facilities, treatment no less favourable than that granted by the participating State concerned to representatives, officials and comparable employees of any other financial institution Of which he is a member.

1. The Fund, its assets, assets, revenues, transactions and transactions are exempt from all direct taxes, as well as all customs duties on goods imported or exported for official use, and all taxes Having an equivalent effect. The Fund is also exempt from any obligation to pay, withhold or recover any tax or right.

2. Notwithstanding the provisions of s. 1, the Fund will not seek relief for taxes which are only the consideration for the provision of services.

3. Articles imported free in accordance with paragraph 1 shall not be sold in the territory of the participating State which granted the exemption, except under the conditions agreed with that participant.

(4) No income tax shall be levied on salaries and emoluments or in respect of salaries and emoluments paid by the Fund to the President and staff, including experts performing missions for the Fund.

1. The immunities, exemptions and privileges provided for in this Chapter shall be granted in the interest of the Fund. The Governing Council may, to the extent and the conditions it determines, waive the immunities, exemptions and privileges provided for in this Chapter in the event that, in its opinion, this decision would favour the interests of the Fund.

2. Notwithstanding the provisions of s. 1, the President has the right and the duty to waive the immunity granted to one of the staff members, including experts performing missions for the Fund, in the event that he finds that the immunity would impede the course of justice and that it may Be lifted without prejudice to the interests of the Fund.

(1) Any proposal for amendments to this Agreement by a participant, a Governor or the Board of Directors shall be communicated to the President of the Board of Governors, who shall refer the matter to the Council. If the Governing Council approves the proposed amendment, the Fund shall request the participants by letter or telegram, if they accept the amendment. If three-quarters of the participants with eighty-five per cent of the votes accept the proposed amendment, the Fund shall endorse it in an official communication to the participants. Amendments shall enter into force in respect of all participants three months after the date of the official communication provided for in this paragraph, unless the Governing Council specifies a different date or time.

2. Notwithstanding the provisions of s. 1, the Governing Council must unanimously approve any amendment aimed at:

(i)

Limitation of liability under s. 10;

(ii)

The provisions of s. 2 and 3 of Art. 7 relating to additional subscriptions;

(iii)

The right to withdraw from the Fund;

(iv)

The voting majorities required in this Agreement.

1. Any question relating to the interpretation or application of the provisions of this Agreement between a participant and the Fund or between participants shall be submitted for decision to the Administrative Council. If the question particularly affects a participating State which is not represented on the Board of Directors by an administrator of its nationality, that participant shall have the right, in such cases, to be represented directly. This right of representation is regulated by the Governing Council.

(2) In any case where the Governing Council has ruled in accordance with paragraph 1, any participant may request that the matter be brought before the Governing Council, the decision of which shall be without appeal. Pending the decision of the Governing Council, the Fund may, to the extent that it deems it necessary, act in accordance with the decision of the Board of Directors.

In the event of a dispute between the Fund and a State which has ceased to be a participant, or between the Fund and any participant in the final termination of the operations of the Fund, the dispute shall be referred to arbitration by a tribunal composed of three arbitrators.

An arbitrator shall be appointed by the Fund, another by the participant or former interested participant, and both parties shall appoint the third arbitrator to be the chairman of the arbitration tribunal. If, within forty-five days of the receipt of the request for arbitration, either party has not appointed an arbitrator or, within thirty days of the appointment of the two arbitrators, the third arbitrator has not been appointed, either party May apply to the President of the International Court of Justice, or to any other body set out in the Rules of Procedure adopted by the Governing Council, to appoint an arbitrator. The arbitration procedure shall be fixed by the arbitrators, but the third party shall have full powers to settle all procedural matters on which the parties disagree. A vote by a majority of the arbitrators is sufficient to render an award final and binding on the parties.

The original text of this Agreement shall remain open until 31 March 1973 with the signature of the Bank and the States listed in Annex A.

(1) This Agreement shall be subject to ratification, acceptance or approval by the signatories.

2. Instruments of ratification, acceptance or approval shall be deposited at the Bank's headquarters by each signatory prior to December 31, 1973, on the understanding that if the Agreement did not come into force on that date in accordance with Art. 56, the Board of Directors of the Bank may extend the time limit for the deposit of instruments of ratification, acceptance or approval of a term not exceeding six months.

This Agreement shall enter into force on the date on which the Bank and eight signatory States whose subscriptions specified in Annex A to this Agreement represent at least 55 million units of account shall have deposited their instruments of Ratification, acceptance or approval.

(1) The signatory whose instrument of ratification, acceptance or approval is deposited on or before the date of entry into force of this Agreement shall become a participant in that date. The signatory whose instrument of ratification, acceptance or approval is deposited at a later date and before the date fixed in par. 2 of the art. 55 or under this subsection becomes a participant on the date of this filing.

2. A State which is not a founding participant may become a participant in accordance with s. 3 of Art. 3 and, notwithstanding the provisions of s. 54 and 55, such participation shall be effected by the signature of this Agreement and by the deposit with the Bank of an instrument of ratification, acceptance or approval, which shall take effect on the date of such deposit.

A participating State may, by depositing its instrument of ratification, acceptance or approval, declare:

(i)

The immunity conferred by s. 1 of the art. 43 et al. (i) s. 48 shall not apply in its territory in respect of civil action arising out of an accident caused by a motor vehicle belonging to the Fund or conducted on its behalf, or in respect of the infringement of the road code committed by the driver of such motor vehicle. Vehicle;

(ii)

That it reserves, as well as its political subdivisions, the right to impose the salaries and emoluments paid by the Fund to citizens, nationals or residents of that participating State;

(iii)

That, according to its interpretation, the Fund will not, in principle, ask for exemption from the excise duty levied by the State on goods produced in its territory or from taxes on the sale of movable and immovable property, which are incorporated in The price, but if the Fund makes for its use for official purposes substantial purchases of goods on which the said rights and taxes have been or are liable to be paid, appropriate administrative arrangements shall be made by the said State, whenever possible, for the remission or refund of the amount of These rights and taxes;

(iv)

The provisions of s. 3 of Art. 49 apply where there is a remission or refund of duties or taxes on items under the administrative provisions referred to in para. (iii).

The Bank is aware of all the signatories:

(a)

Any signature of this Agreement;

(b)

Any deposit of an instrument of ratification, acceptance or approval;

(c)

The date of entry into force of this Agreement; and

(d)

Any declaration or reservation made upon the deposit of an instrument of ratification, acceptance or approval.

On the entry into force of this Agreement, each participating State shall appoint a Governor, and the President of the Governing Council shall convene the Constituent Assembly of the Governing Council.

2. In this Constitutive Assembly:

(i)

12 Trustees of the Fund shall be designated and selected in accordance with s. 2 and 3 of Art. 27;

(ii)

Arrangements are made to determine the date on which the Fund will commence operations.

3. The Fund shall inform all participants of the date on which it will commence operations.

4. The reasonable and necessary expenses incurred by the Bank in the creation of the Fund, including the subsistence allowances of the governors and their alternates, when participating in the Constitutive Assembly, shall be reimbursed by The Fund.

In witness whereof, The undersigned, duly authorized, have signed this Agreement.

Done In Abidjan on November 27, thousand nine hundred and seventy-two, in a single copy in the English and French languages, both texts being equally authentic, which will be deposited with the Bank.

The Bank shall provide certified copies of this Agreement to each signatory.

(Suivent signatures)