FINANCIAL PROVISIONS (COVID-19) ACT 2020

Purpose	Diversified debt funds (“DDF”) are an alternative source of flexible, tailor-made debt financing for SMEs and mid-caps in Europe. This market emerged in response to the retrenchment of banks and other traditional lenders after the financial crisis. Today it provides businesses with a broader choice of financing options, as well as offering investors an asset class that links institutional savings with real economic growth. These lenders provide tailored lending with longer tenors, flexible collateral requirements, flexible repayment options and typically have much quicker approval times than traditional lenders. From a fund manager perspective, demand from enterprises is high with fundraising representing a far greater challenge.
Complementarity	Diversified Debt Funds can play a beneficial role as a complement to traditional banking lenders by expanding access to credit or by supporting market liquidity, maturity transformation, and risk sharing
Financial Intermediaries	Fund managers, asset managers, marketplace lending platforms.
Target portfolio	Enterprises established or operating in the EU. The Fund invest, directly or indirectly, in a diversified number of Portfolio Companies by means of non-distressed (secured or unsecured) debt transactions (in any form, including loans, bonds, leasing and receivable financing).
Type of instrument	Direct cash investment in DDFs.
Proposed transaction Structure	The risk arising from the direct investments into DDFs will be shared between the Pan-EU GF (first-loss provider) and the EIF (Senior Investor).
Indicative Volumes	DDFs are expected to be relatively active throughout 2020 and particularly active in 2021, with important market opportunities arising because of: ⬤ Long term projects and M&As being suddenly re-prioritized by European SME and mid-caps; ⬤ timely delivered and tailor-made financing required, in order to deal with contingent business-specific needs; and ⬤ better structural credit terms and higher credit spreads. Consequently, EIF resources are requires to be complemented with EUR 240m for 2020 and EUR 840m for 2021.
Target rating of the Senior exposure	In the range of [iBaa2 / iA2].
State Aid	It is planned that the product will be market conform. Should this not be possible following consultation with DG COMP, an alternative State aid framework will be sought.

Appendix E - EIF Equity Products

EIF COVID-19 EQUITY RESPONSE MEASURE # 1: EXISTING FUNDS TOP-UP FACILITY (TUF)

Product name	Existing Funds Top-Up Facility
Product family	Indirect Equity
Policy rationale and strategic objective	The long-term impact on SMEs and Mid-Caps supported by Venture Capital (VC) and Private Equity (PE) across the EU will depend on the length and severity of the COVID-19 crisis. However, a number of companies are already very strongly affected and will continue to be impacted in the short-term. Due to specifics of the VC/PE industry, these companies require dedicated and tailor-made equity-like support. TUF will be primarily used to support VC and PE funds in EIF’s portfolio which have limited or insufficient remaining undrawn capital to support SME and Mid-Cap companies in their investment portfolios. Specifically the products under TUF will contribute to: ⬤ Supporting financially sound existing portfolio companies experiencing short/mid-term liquidity issues combined with increased risk of insolvency; ⬤ Helping avoid portfolio companies having to sell off otherwise promising companies’ assets at depressed valuations to provide needed short-term liquidity; and ⬤ Ensuring stability and availability of follow-on capital for further growth of performing companies.
Estimated leverage	2. 9x
Structure	TUF shall make available equity or hybrid debt equity funding to fund managers in or alongside their existing funds to support companies in their existing portfolios through follow-on investments. TUF will be structured through two deployment modalities, which depending on the situation will be better fitted to achieve the Policy Objectives. ⬤ TUF 1 - Side vehicle top-ups: Such increased commitments to EIF portfolio funds are to be structured through side vehicles which shall invest in follow-on investments in existing portfolio companies. These increased commitments will expand the ability of the fund manager to perform follow-on investments and will be dedicated to supporting a subset of promising companies most in need of support (from one or multiple-generation funds managed by the fund manager). ⬤ TUF 2 - Preferred equity top-ups: To provide additional resources to EIF portfolio funds, EIF shall subscribe to a top-up on more senior terms relative to existing investors. The investment may entitle EIF to a liquidation priority (ie. will be reimbursed in advance of existing investors), carry a contractually agreed preferred return and potentially also a participation in the upside. The investment will carry a lower risk than existing investors, but also entitle EIF to a lower share of the upside.
Final recipients	Eligible final recipients include SMEs, Small Mid-caps, and Mid-caps established or operating in the EU Member States. TUF is expected to finance predominantly portfolio companies: i) to overcome short and mid-term liquidity constrains resulting from loss of revenue, ii) to increase production capacity, and iii) to finance market or product development. In terms of stage, the facility is expected to focus more prominently on one or more of the stages listed below: ☐ Pre-seed / Seed ☐ Start-up ☐ Growth and expansion, including expansion through, when necessary, financing for acquisition of a business, replacement / transition capital for growth (excluding strategies intended for asset stripping). Final recipients active across all sectors will be eligible, save for EIF restricted sectors.
Geography	All EU Member States
EIF counterparty	Primarily fund managers in EIF’s existing VC and PE portfolio that undertake long-term risk capital or tailored-debt investments in the form of equity, preferred equity, hybrid debt-equity Instruments, and other type of mezzanine financing.
Product requirements	For TUF 1: 1. Maximum ticket to be set in line with fund’s performance grading 2. EIF will seek to promote the use of hybrid debt-equity instruments for investments in portfolio companies given their less-dilutive nature and ability to defer the valuation setting. Use of hybrid-debt instruments will provide for higher ranking of the resources invested through side vehicles in comparison to the typical equity financing provided by the main funds in the same underlying companies. 3. EIF will generally seek to participate in side vehicles match-funding at final recipient level between EIF commitment under TUF 1 on one side and the main fund plus third party investors on the other side. EIF can deviate from this rule depending on the availability of third-party investors, undrawn capital in the main fund, and available resources for matching. To prevent adverse selection by fund managers, EIF will ensure that following aspects are respected: ⬤ Quality assets: follow-ons will be in quality portfolio companies that i) had demonstrated positive growth trend in the 2019 financial year with an expectation for further growth as of 31 December 2019 or ii) were not already underperforming before the crisis (financially or operationally); ⬤ Pre-selection of portfolio companies: Financial Intermediaries have to provide upfront a list of portfolio companies that will benefit from follow-ons via the side vehicle, which will be pre-agreed at the time of the side vehicle set-up. ⬤ Alignment of interests: EIF will seek to ensure strong alignment of interests with the Financial Intermediaries based on the T&Cs negotiated (among others, hurdle and team commitment).
	For TUF 2: ⬤ Maximum ticket size to be set subject to EIF internal risk scoring and asset coverage considerations ⬤ Preferred equity tranche return range to be set depending on asset coverage and EIF internal risk scoring ⬤ Minimum asset coverage range ⬤ Upside participation in distributions on top of preferred equity tranche return depending on risk profile of the individual operation
Main commercial terms	Top-up commitments under TUF will be provided to fund managers on a no management fee basis. EIF will ensure adequate management of potential conflict of interests and alignment of interest with the existing investors and the Financial Intermediaries.
Reporting	From fund manager to EIF based on standard EIF reporting in line with similar indirect equity instruments
State Aid	It is planned that the product will be market conform. Should this not be possible following consultation with DG COMP, an alternative State aid framework will be sought.

EIF COVID-19 EQUITY RESPONSE MEASURE # 2: MINIMUM & TARGET FUND SIZE FACILITY (MTS)

Product name	Minimum & Target Fund Size Facility (MTS)
Product family	Indirect Equity
Policy rationale and strategic objective	MTS is aimed at supporting funds in EIF’s pipeline of target investments or active funds in EIF’s existing investment portfolio that are likely to experience prolonged fundraising periods due to market uncertainty. The most impacted fund managers will likely be first-time or emerging teams that do not have yet a longstanding investor base and whose funds are perceived as more risky investment opportunities. In addition, depending on the length and severity of the COVID-19 crisis, relatively established teams could face similar difficulties, overall resulting in restricted availability of risk capital to support SME and Mid-Cap financing in the EU. The objective of this facility is to contribute to the availability of equity risk capital in the EU by selectively supporting funds to rapidly achieve a first closing and start executing their investment strategy, in effect reducing time-to-market for supporting their portfolios of SME and Mid-Cap investee companies.
Estimated leverage	7. 0x
Structure	MTS shall act as a cornerstone investor by selectively taking increased stakes to support fund managers and making larger commitments than initially intended to funds (in some cases above 50%) in fund raising managed by first time, emerging, or established teams and bringing them closer to target fund closing size.
Final recipients	Eligible final recipients include SMEs, Small Mid-caps, and Mid-caps established or operating in the EU Member States. In terms of stage, the facility is expected to focus more prominently on one or more of the stages listed below: ☐ Pre-seed / Seed ☐ Start-up ☐ Growth and expansion, including expansion through, when necessary, financing for acquisition of a business, replacement / transition capital for growth (excluding strategies intended for asset stripping). Final recipients active across all sectors will be eligible, save for EIF restricted sectors.
Geography	All EU Member States
EIF counterparty	Closed-end investment fund or other investment vehicle, in any form, established or to be established, that undertakes long term risk capital or tailored-debt investments in the form of equity, preferred equity, hybrid debt-equity Instruments, other type of mezzanine financing, and/or debt financing.
Product requirements	EIF will have the ability on a case-by-case basis to provide more than 50% (subject to State Aid rules) of total commitments at first closing to facilitate quick deployment of resources and substantially reducing time-to-market.
Main commercial terms	In line with EIF’s standard equity investment guidelines
Reporting	From fund manager to EIF based on standard EIF reporting in line with similar indirect equity instruments
State Aid	It is planned that the product will be market conform. Should this not be possible following consultation with DG COMP, an alternative State aid framework will be sought.

EIF COVID-19 EQUITY RESPONSE MEASURE # 3: REPLACING DEFAULTING LPS FACILITY (DLP)

Product name	Replacing Defaulting LPs Facility (DLP)
Product family	Indirect Equity
Policy rationale and strategic objective	As a result of COVID-19, the likelihood of investors in VC and PE funds (Limited Partners or “LPs”) not honouring capital calls because of liquidity constraints is rising. Investor defaults are expected to reduce availability of risk capital financing in the EU. Through DLP, EIF shall address the risks associated with LP defaults by: ⬤ Replacing defaulting or likely to default LPs, thereby ensuring that PE and VC funds can complete the initially envisaged investment strategy in terms of number of portfolio companies (ensuring sufficient diversification) and capacity to do follow-ons; and ⬤ Providing a strong signalling effect to market participants (e.g. banking institutions providing credit facilities, fund managers considering calling “precautionary” capital calls), thereby further reducing pressure on liquidity.
Estimated leverage	1.9x
Structure	EIF replacement of a defaulting LP will be structured as a secondary transaction in line with relevant provisions concerning LP defaults set out in the fund’s prevailing legal documentation.
Final recipients	Eligible final recipients include SMEs, Small Mid-caps, Mid-caps established or operating in the EU Member States. In terms of stage, the facility is expected to be invested in final recipients predominantly in one the stages listed below: ☐ Pre-seed / Seed ☐ Start-up ☐ Growth and expansion, including expansion through, when necessary, financing for acquisition of a business, replacement / transition capital for growth (excluding strategies intended for asset stripping). Final recipients active across all sectors will be eligible, save for EIF restricted sectors.
Geography	All EU Member States
EIF counterparty	DLP will be deployed via funds in EIF’s VC and PE portfolio that undertake long term risk capital or tailored-debt investments in the form of equity, preferred equity, hybrid debt-equity Instruments, and other type of mezzanine financing.
Product requirements	DLP will focus on defaulting or likely to default LPs (as notified to EIF by the fund managers in its existing portfolio) that can create damage to a fund’s shareholding structure and ultimate funding. Investments under DLP shall be originated with a view to continuing to provide meaningful risk-adjusted returns.
Main commercial terms	In line with EIF’s guidelines for equity investments
Reporting	From fund manager to EIF based on standard EIF reporting in line with similar indirect equity instruments
State Aid	It is planned that the product will be market conform. Should this not be possible following consultation with DG COMP, an alternative State aid framework will be sought.

EIF COVID-19 Equity Response Measure #4: Turnaround/Special Situation Funds (TSS)

Product name	Turnaround/Special Situation Funds (TSS)
Product family	Indirect Equity
Policy rationale and strategic objective	TSS shall aim to support SMEs and Mid-Caps in the EU with sustainable long-term operations facing financial shortages and/or operational distress resulting from the economic downturn linked to COVID-19. For most such companies, the distress is caused by temporary setbacks, whereas their long-term prospects remain positive and business models sound. TSS will support the establishment of funds with dedicated turnaround and special situations strategies that help keep distressed companies active by providing them capital injections and operational restructuring, thereby saving them from bankruptcy, preserving jobs, and restarting growth.
Estimated leverage	6.8x
Structure	TSS shall support turnaround/special situation funds focussed on turnaround of distressed companies in the EU which have fundamentally sound business models. TSS shall be aimed at supporting company return to growth and job preservation.
Final recipients	Eligible final recipients include SMEs, Small Mid-caps, Mid-caps established or operating in the EU Member States.
	Final recipients active across all sectors will be eligible, save for EIF restricted sectors.
Geography	All EU Member States
EIF counterparty	Closed-end investment fund or other investment vehicle, in any form, established or to be established, that undertakes long term risk capital or tailored-debt investments in the form of equity, preferred equity, hybrid debt-equity Instruments, other type of mezzanine financing, and/or debt financing.
Product requirements	EIF shall be involved early in the launch process of turnaround/special situation funds and invest with a significant participation at first closing. EIF shall have a critical role to play in the current fundraising situation. EIF shall target funds focussed on supporting final recipients by building operational restructuring plans together with management and ensuring a fast and sustainable recovery, notably in relation to self-financing of operational needs and retaining employees over the long-term. TSS shall target turnaround/special situation funds focussing on a broad range of turnaround strategies, including: ⬤ both primary and secondary acquisitions; and ⬤ pre- or post-administration proceedings. TSS shall not support turnaround/special situation funds engaging in asset stripping.
Main commercial terms	In line with EIF’s guidelines for equity investments.
Reporting	From fund manager to EIF based on standard EIF reporting in line with similar indirect equity instruments
State Aid	It is planned that the product will be market conform. Should this not be possible following consultation with DG COMP, an alternative State aid framework will be sought.

EIF COVID-19 Equity Response Measure #5: Selective Loan Funds Facility (PCF)

Product name	Selective Loan Funds Facility (SLF)
Product family	Indirect Equity
Policy rationale and strategic objective	SLF shall aim to support companies in the EU facing persistent medium-term liquidity shortfalls resulting from the economic downturn linked to COVID-19. The main aim of the SLF is providing alternative sources of financing and widening the availability of non-bank financing to companies in the EU. Once seen as a relatively niche offering, European private credit is now a recognised source of financing which can tailored to meet the needs of SMEs and Mid-Caps and can be adapted to longer-term financing needs in light of the current market situation.
Estimated leverage	6.8x
Structure	SLF shall take equity stakes in selective loan funds providing onward debt and hybrid debt/equity financing
Final recipients	Eligible final recipients include SMEs, Small Mid-caps, and Mid-caps established or operating in the EU Member States. Final recipients active across all sectors will be eligible, save for EIF restricted sectors.
Geography	All EU Member States
EIF counterparty	Closed-end investment fund or other investment vehicle, in any form, established or to be established, that undertakes long term risk capital or tailored-debt investments in the form of non-distressed senior, subordinated or unitranche (secured or unsecured) financing.
Product requirement	EIF shall be involved early in the launch process of the selective loan funds and invest with a significant participation at first closing. EIF shall have a critical role to play in the current fundraising situation. EIF shall target funds focussed on supporting final recipients by providing flexible senior debt financing solutions to SMEs, Small Mid-Caps and Mid-Caps in the form of non-distressed (a) senior or unitranche (secured or unsecured) loans/bonds, and (b) subordinated securities, quasi equity and hybrid debt instruments In addition, SLF is aimed to support primarily new financing, meaning financing flowing into final recipients for any purpose other than restructuring of an existing debt prior to its maturity.
Main commercial terms	In line with EIF’s guidelines for equity investments.
Reporting	From fund manager to EIF based on standard EIF reporting in line with similar indirect equity instruments
State Aid	It is planned that the product will be market conform. Should this not be possible following consultation with DG COMP, an alternative State aid framework will be sought.

Annex 1B

Platform Rules

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Partnerships Platform for Funds

Rules

Version 2 - 20 November 2017

CONTENTS

1.1. Definitions. 51

1.2. Interpretation. 53

2.1. Policy framework. 53

2.1.1. Main objectives. 54

2.1.2. Applicable policies, guidelines and principles. 54

2.2. Expected Results and Impact 55

3.1. Eligible Contributors. 56

3.2. Contributions. 56

3.2.1. Legal Framework applicable to Contributions. 56

3.2.2. Time schedule for Contributions. 56

3.2.3. Payment of Contributions and Third Party Financing. 57

3.2.4. Allocation, administration and management of Contributions Paid. 57

3.2.5 Change in status of Contributor 58

3.3. Resources under management 58

3.4. Transfer of Resources. 58

4.1. Creation of a Fund. 59

4.2. Operations under the Funds. 59

4.3. Geographical Coverage. 59

4.4. Eligible Sectors. 59

4.5. Beneficiaries 60

4.6. Instruments. 60

5.1. Governance structure. 61

5.2. Administrator 61

5.3. Partnerships Committees. 62

5.4. Contributors’ Committees. 62

5.5. Members of the Partnerships Committees and the Contributors’ Committees 63

5.6. Meetings and conferences 64

5.7. Convening power 64

5.8. Decision-making process. 64

5.9. Agenda and documentation. 65

5.10. Minutes and disclosures. 65

5.11. Correspondence. 66

5.12. Confidentiality. 66

5.13. Remuneration. 66

6.1. Design and implementation of operations. 66

6.2. Submission of operations for approval 67

6.3. Operations below a defined threshold. 67

6.4. Operations above a defined threshold. 67

6.5. Approved operations 67

7.1. Administration fee. 68

7.2. Instrument fee. 69

7.3. fees. 69

8.1. of Fund Outstanding Balance. 69

8.2. Proceeds/losses from placement of Fund Outstanding Balance. 70

8.3. Investment tools and features 70

8.4. Liability arising from management of Fund Outstanding Balance. 70

9.1. Accounts 71

9.2. Financial statements. 71

9.3. Valuation. 73

9.3.1. Currencies. 73

9.3.2. Investment of Fund Outstanding Balance. 73

9.4. Reporting. 73

9.4.1. Reporting at the Fund level: 73

9.4.2. Reporting at the Platform level 74

10.1. Audit 74

10.2. Control 74

11.1. Termination of a Fund and of the Platform.. 74

11.2. Payment of the Fund Outstanding Balance upon termination of a Fund. 74

12.1. Standard of Care. 75

12.2. The Bank acting as for its own resources and operations. 75

12.3. The Bank acting in specific circumstances 75

12.4. Liability limited to gross negligence and wilful misconduct 76

12.5. Force majeure and disturbance of business. 76

12.6. Delays. 76

12.7. Limited recourse. 76

13.1. Amendments. 77

13.2. Order of precedence. 77

15.1. Amicable resolution of disputes. 78

15.2. Jurisdiction. 78

15.3. law.. 78

ANNEX I RECEIPT OF THIRD PARTY FINANCING.. 79

ANNEX II ASSET MANAGEMENT GUIDELINES. 81

WHEREAS:

• (1) Considering the need to increase financial flows for sustainable development, and building on the successful experience of the European Investment Bank (the “Bank” or the “EIB”) in combining its lending operations with instruments facilitating project preparation and implementation, through the Bank’s current portfolio of trust funds and blending facilities, the Bank has decided to set up an EIB-managed multi-region, multi-contributor and multi-sector Partnerships Platform for Funds (the “Platform”). The Platform is established also in anticipation of an increasing volume of funds that would require ensuring cost-efficiency of the related management activities.

• (2) The principal objective of the Platform is to strengthen operational efficiency by streamlining and standardising, to the extent feasible, processes and procedures, governance arrangements, fee calculation methodologies, and reporting standards applicable to the assets under the Bank’s management in respect of this Platform.

• (3) Operations under the Platform shall be organised through the contractual establishment of individual pools of assets (each a “Fund” and collectively the “Funds”). The Bank shall arrange for Funds to be set up in collaboration with interested contributors, in order to address regional and sectoral priorities. These rules (the “Platform Rules”) shall apply to each new Fund to be set up under the Platform. Moreover, a Fund description shall be provided in a contribution agreement to be entered into between each contributor and the Bank to reflect specific objectives, requirements and eligibilities applicable to each Fund.

• (4) For the avoidance of doubt, despite the fact that the contractual relationship between the Bank and contributors may use terms such as “fund”, “trust” or “trust funds”, it is not the intention of the Bank to create, and these Platform Rules do not set up, any investment fund, trust or similar legal arrangement under the Platform.

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions

“Account” means, with respect to a Contribution Agreement, the bank account indicated by the Bank in that Contribution Agreement to which the relevant Contributor shall transfer the relevant Contribution in accordance with the terms of that Contribution Agreement.

“Administrator” means the EIB in its capacity of the administrator of the Platform.

“Article” means an article of these Platform Rules.

“Business Day” means a day during which the EIB is open for business at its seat in Luxembourg.

“Contribution” means funds committed by each Contributor to a Fund established under the Platform pursuant to the Contribution Agreement.

“Contribution Agreement” means an agreement between the EIB and each Contributor based on which Contributions are to be made to a Fund under the Platform.

“Contribution Paid” means the Contribution transferred by the Contributor to the Account and received by the Bank.

“Contributor” means any Member State of the European Union as well as the European Commission, and the EFTA Countries that contribute funds to a Fund under the Platform.

“Contributors’ Committee” means a committee established in accordance with Article 5.4 of these Platform Rules.

“EFTA Countries” means countries that are members of the European Free Trade Association.

“Eligible Operations” means operations approved in accordance with Article 6.5 of these Platform Rules.

“Fund Account” means, in respect of a Fund, the account denominated in euro opened by the EIB in its books for the purpose of managing the Contributions Paid.

“Fund Description” means a document annexed to the Contribution Agreement where the objectives to be pursued under each Fund, its indicative budget, as well as eligible operations are specified.

“Fund Outstanding Balance” means, for any Fund, the balance of the respective Fund Account.

“Instrument” means each of the instruments specified in Article 4.6 of these Platform Rules.

“Legal Framework” means the Platform Rules, each Contribution Agreement and each Fund Description that constitute a legal basis for the cooperation between the EIB and the Contributors in relation to the management of Contributions.

“Partnerships Committee” means a committee established in accordance with Article 5.3 of these Platform Rules.

“Platform Outstanding Balance” means the sum of the Fund Outstanding Balances.

“Resources” means the sum of (i) the aggregated amount of any Contribution Paid, (ii) any revenues and repayments generated by the activities of the Platform and credited to the relevant Fund Account, and (iii) any revenues generated by the asset management by the EIB of the assets constituting the Platform Outstanding Balance and credited to the relevant Fund Accounts, pro-rata the Funds Outstanding Balances.

“Third Party” means any entity other than those defined as Contributors, such as a country other than a Member States of the European Union and EFTA Countries, international financial institutions, funds, foundations, private sector and banking entities contributing funds to a Fund under the Platform.

“Third Party Agreement” means an agreement pursuant to which Third Party Financing is contributed to a Fund under the Platform, as defined in Article 2 of Annex I “Receipt of Third Party Financing” to these Platform Rules.

“Third Party Financing” means funds contributed to a Fund under the Platform by a Third Party, subject to the provisions of Annex I “Receipt of Third Party Financing” to these Platform Rules.

“Unitary Fund” means the pooled investment portfolio established by the EIB by the Deed Poll of 1 July 2009, as supplemented and amended from time to time and as defined in the corresponding Information Memorandum.

1.2 Interpretation

Subject to Article 1.1 of these Platform Rules and save where the context otherwise requires:

• (i) the singular number only shall include the plural number also and vice versa;

• (ii) one gender only shall include the other gender; and

• (iii) persons only shall include firms and corporations and vice versa.

ARTICLE 2

INTRODUCTION

The Platform is set up by the EIB to administer externally contributed resources that shall be used to facilitate the EIB’s activities across the full range of countries and sectors and using the full range of instruments described in Article 4.6 of these Platform Rules, through the establishment of the respective Funds under the Platform.

2.1 Policy framework

Operations supported with the resources contributed to the Funds established under the Platform shall be consistent with the objectives, policies, guidelines and principles, as amended from time to time, applicable to the EIB’s activities, and including, but not limited to, the following:

2.1.1 Main objectives

Main objectives include the following:

2.1.2 Applicable policies, guidelines and principles

The management of the Platform as well as of the respective Funds established thereunder shall be performed with the application of the EIB’s internal policies and guidelines, such as environmental, social and gender policies, as well as those related to anti-fraud, fight against tax evasion, tax avoidance, harmful tax practices, anti-money laundering and fight against financing of terrorism, market abuse, non-cooperation with non-transparent and uncooperative jurisdictions, procurement and transparency policies¹⁴.

It should be noted that several cross-cutting principles are also applicable to the EIB activities, and consequently shall also be applicable to the operations supported through the resources contributed to the Funds under the Platform, including the following:

2.2 Expected Results and Impact

The following section provides the list of results and describes impact that the operations supported through the resources contributed to the Funds under the Platform are expected to achieve. Such results and impacts include the following:

Appropriate leverage may allow to implement investments that would otherwise not take place, to accelerate their implementation, or to increase their chances of success. Through leverage the scope and scale of the overall investment may also be increased to deliver a larger impact than would otherwise be the case, extend the benefits to a wider group of final beneficiaries, especially the poor and vulnerable groups, and boost private sector investments that may otherwise not be engaged.

Economic benefits include the creation or sustainability of jobs, boost of economic growth, purse of reforms and a transition to a market economy.

Financial benefits include broadening access to finance to target groups, improvement of financial viability, lowering end-user tariffs.

Social benefits include the limitation of affordability constraints for low income households, economic inclusion and social wellbeing, gender equality, inclusive public consultations.

Environmental impact relates to an enhanced consideration of the environmental dimension of the investment and higher environmental standards achieved.

Promotion of innovation includes focus on innovative proposals, which do not necessarily require large amounts of resources but can provide high value added to the beneficiary countries, and operations aimed at supporting vulnerable groups through innovation (e.g. digital technology and financial inclusion of women).

Other benefits may include positive externalities realised by the operation, which would not happen without the presence of the funding component, including addressing market failures and avoiding market distortions, decentralization and commercialization activities.

ARTICLE 3

THE PLATFORM SET UP

3.1 Eligible Contributors

Any Member State of the European Union as well as the European Commission, and the EFTA Countries can make Contribution(s) to a Fund under the Platform.

Third Party Financing is subject to approval by the EIB and the relevant Fund’s Contributors’ Committee. Third Parties shall enter into a Third Party Agreement with the Bank for the purpose of contributing Third Party Financing to a Fund under the Platform. Unless otherwise provided in these Platform Rules or in Annex I “Receipt of Third Party Financing” to these Platform Rules, or unless otherwise agreed by the parties to a Third Party Agreement, these Platform Rules shall apply to each Third Party.

3.2 Contributions

3.2.1 Legal Framework applicable to Contributions

Contribution(s) shall be contributed by each Contributor pursuant to a Contribution Agreement which shall specify the amount of the respective Contribution and its payment schedule.

Objectives to be pursued under each Fund, its indicative budget, as well as eligible operations shall be defined in the Fund Description annexed to the Contribution Agreement.

By entering into a Contribution Agreement, the Contributor shall be deemed to acknowledge, agree, and undertake to continuously comply with any and all terms and conditions of these Platform Rules.

3.2.2 Time schedule for Contributions

Contributions can be provided at any time during the term of a Fund under the Platform, upon execution of a Contribution Agreement between the Bank and the relevant Contributor and subject to the terms thereof. A Contributor may at any time increase the amount of its Contribution upon the execution of a further Contribution Agreement between the Bank and the Contributor and subject to the terms thereof. The provisions of these Platform Rules relating to Contributions shall apply equally to additional Contributions with respect to that same Fund.

By entering into a Contribution Agreement, the Contributor irrevocably and unconditionally undertakes to make the Contribution described therein on the relevant Contribution payment dates, as defined in the Contribution Agreement, and allow the EIB, as the Administrator, to proceed with the allocation of the relevant Contribution Paid, subject to any fees, costs, charges, and losses, to operations according to the scheduled payment dates specified in that Contribution Agreement.

3.2.3 Payment of Contributions and Third Party Financing

Each Contribution and each Third Party Financing shall be (a) denominated and paid exclusively in euro and (b) paid by the relevant Contributor or Third Party, as the case may be, in accordance with the terms of the applicable Contribution Agreement or Third Party Agreement, in the form of:

• (i) a single instalment; or

• (ii) in several instalments as set out in the relevant Contribution Agreement or Third Party Agreement.

On an exceptional basis specific payment modalities may be defined in the relevant Contribution Agreement or Third Party Agreement.

Each Contributor shall transfer the payable Contributions or Third Party Financing directly to the Account or the bank account indicated by the Bank in the relevant Third Party Agreement.

3.2.4 Allocation, administration and management of Contributions Paid

Each Contributor hereby authorises and appoints the Bank to act as the Administrator of the Platform to:

The Bank shall ensure that the Contributions Paid are allocated, and the Resources administered and managed with the same diligence as the Bank's own resources and operations and in accordance with the Legal Framework¹⁵. In particular, the Bank shall promptly upon receipt of the Contributions on the Account, allocate the Contributions to a specific Fund in accordance with the terms of the Contribution Agreement.

The Contributions Paid shall, for and in relation to each Fund, be kept in separately and segregated from any and all of the Bank's own resources and from any other Contributions Paid allocated to another Fund or other assets held by the Bank in any capacity. Any cash held on the Account is held at the risk of the Contributors.

Each Contributor acknowledges and agrees that the Contributions may be allocated by the Bank on a non-refundable basis, depending on the Instrument used to carry out the operations of an individual Fund, and that a part or all of their Contribution may not be repaid to them. Each Contributor acknowledges and agrees that it is its intention to invest in such Instruments and the Bank shall not be held liable towards the Contributors for the repayment of the Contributions should all or part of these Contributions be invested on a non-refundable basis and each Contributor agrees to hold the Bank harmless in such a situation.

The Bank shall report on its administration and management of the Resources to the Contributors in accordance with the provisions of Article 9 of these Platform Rules and with the Legal Framework.

3.2.5 Change in status of Contributor

If a Contributor changes its status (for example by ceasing to be a Member State of the European Union or an EFTA Country) with the result that, after having become a Contributor, it ceases to fall within the definition of "Contributor" set out in Article 1, it shall nonetheless remain a Contributor with the full rights and privileges of a Contributor. It shall not be a Third Party for the purposes of the Legal Framework and its Contributions shall not be Third Party Financing. This provision shall apply in respect of all Contributions to all Funds under the Platform, whether the applicable Contribution Agreement was signed before or after the change in status of the Contributor.

3.3 Resources under management

Each Contributor acknowledges and agrees that: (i) any investment carried out by the Bank, including any investment in the Unitary Fund, is subject to fees, losses and costs, which are to be borne by the Resources, and (ii) the amounts available for financing operations through the Funds under the Platform may be lower than the Resources.

The Resources shall be managed in accordance with the principles of sound financial management and shall be invested in accordance with Article 8 of these Platform Rules.

3.4 Transfer of Resources

A Fund Outstanding Balance may be partially or fully transferred from one Fund to (an) other Fund(s), and to (an) other Instrument(s), provided that the EIB and the respective Contributor(s), agree on this transfer. In cases where a Fund Outstanding Balance is transferred, partially or totally, from one Fund to another, the Bank shall decide if any charges shall be applied to the transferred Fund outstanding Balance, or a portion thereof, to ensure for the recovery of administrative costs and direct expenses.

ARTICLE 4

FUNDS, ELIGIBLE OPERATIONS AND INSTRUMENTS UNDER THE PLATFORM

4.1 Creation of a Fund

The Bank may establish a new Fund under the Platform at its discretion and may take such a decision on the basis of, among others, the needs and requests of existing or potential Contributors. Each Fund shall be established in accordance with these Platform Rules and any specific rules set out in the relevant Fund Description, as applicable and agreed between the Bank and the relevant Contributor(s).

For each Fund created, the Bank shall open a Fund Account and shall operate the respective Contributions Paid in accordance with Article 3.2.4 of these Platform Rules.

4.2 Operations under the Funds

The operations supported through the Contributions made to the Funds under the Platform shall be selected and administered in accordance with the EIB’s mandate and the objectives in all countries where EIB is operational. The Bank shall originate, identify, and structure operations, based on demand from eligible project promoters, in accordance with the eligibility criteria defined in the Fund Description.

Such operations can cover a broad geographic and sectorial scope and various types of assistance Instruments, of which a selection shall be made for each Fund.

In relation to each Fund under the Platform the eligible regions, countries, sectors, beneficiaries and Instruments shall be specified in the Fund Description.

4.3 Geographical Coverage

All countries in which the EIB is mandated to operate in are eligible for financial support from Contributions made to the Funds under the Platform, both within and outside of the EU¹⁶.

4.4 Eligible Sectors

Legal activities in all economic sectors are eligible for financial support from Funds under the Platform, with the exclusion of activities with a negative social or environmental impact, not addressed by mitigation plans approved by the competent authorities and specifically excluded from EIB lending, as per the EIB internal procedures¹⁷. Sector coverage shall duly take into consideration the relevant EU regional and country strategies.

4.5 Beneficiaries

Typical beneficiaries of the funding provided under the Platform shall be both public and private sector entities such as:

• (i) states and other public sector entities;

• (ii) public enterprises managed in accordance with market principles;

• (iii) financial intermediaries such as commercial banks, financial institutions, private equity funds and micro-finance institutions;

• (iv) local and/or foreign private enterprises (large enterprises, project finance vehicles, SMEs and mid-caps); and

• (iv) non-governmental organisations.

4.6 Instruments

The following Instruments may be deployed within the Funds under the Platform (the below list is not exhaustive and may be updated unilaterally by the Bank from time to time):

• (i) Technical assistance: an instrument aimed at supporting preparation and implementation of investments through institutional capacity building and the financing of e.g. pre-feasibility and feasibility studies, design and tender documents, institutional and legal appraisals, environmental and social impact assessments, project management, as well as financing upstream studies, gender analysis or advisory services to beneficiaries.

• (ii) Investment grants: non-reimbursable contribution to finance tangible or intangible components of an infrastructure project or venture, in joint or parallel co-financing with financing from other investors. In particular, the investment grants may decrease the investment costs for a beneficiary through financing a part of the investment or through an increase of the concessionality of the financing package of a given project. They may also target specific project components which have substantial demonstrable social or environmental benefits or which can mitigate negative environmental or social impacts.

• (iii) Interest rate subsidies: the provision of a grant amount to an investor financing an operation to enable it to make long-term finance available in flexible ways that reduce the total amount of debt service to be paid by the borrower. Such subsidies can therefore be applied upfront or over time. In either case, such grants should aim to minimise market distortions. Financing operations benefiting from interest rate subsidies shall be in line with the EU position on debt sustainability in low income countries, where applicable.

• (iv) Financial instruments: including but not limited to guarantees (including loan guarantee cost financing and insurance premia), equity or quasi-equity investments or participations, and risk-sharing instruments.

• (v) Direct exchange: focused on strengthening the capacity of public and private sector organisations and groups via secondments, internships, and other activities which increase their knowledge, skill level and/or efficiency.

ARTICLE 5

GOVERNANCE OF THE PLATFORM

5.1 Governance structure

The Governance structure of the Platform shall consist of:

• (i) the Administrator;

• (ii) Partnerships Committees at Platform level; and

• (iii) Contributors’ Committee at Fund level.

5.2 Administrator

The Administrator shall receive Contributions Paid and manage the respective Resources (including the management of the Fund Outstanding Balance), in accordance with the Legal Framework and the Bank’s policies and procedures applicable to the administration of the assets stemming from the Contributions Paid.

The Administrator is responsible for ensuring that operations supported under each Fund under the Platform are compliant with the Fund Description for that Fund and with these Platform Rules.

Roles and responsibilities of the Administrator include the following:

• (i) administering Eligible Operations, including entering into agreements with beneficiaries, where appropriate;

• (ii) preparing documents for the Bank’s Governing Bodies’ approval;

• (iii) organizing meetings of each Contributors’ Committee and of the Partnerships Committees;

• (iv) preparing and circulating minutes of meetings of the Contributors and Partnerships Committees;

• (v) handling written procedures in accordance with Article 5.8 of these Platform Rules;

• (vi) compiling progress reports of operations and financial statements for distribution to each Contributors’ Committee; preparing the Platform’s annual Contributors’ report and other relevant documents necessary to allow the Partnerships Committee and each Contributors’ Committee to carry out their respective duties;

• (vii) informing each Contributors’ Committee about operations and activities financed from Third Party Financing;

• (viii) providing guidance on the functioning of Platform and the underlying Fund processes and requirements;

• (ix) preparing proposed amendments to the Fund Description of a specific Fund for decision by the Contributors’ Committee;

• (x) proposing amendments to the provisions of the Platform Rules, in consultation with Contributors, where appropriate;

• (xi) supporting each Contributors’ Committee in commissioning reviews and evaluations;

• (xii) ensuring that, in communicating internally and externally, in its publications, in communication with beneficiaries, countries and other entities as well as the media, appropriate visibility is given to the Platform and its Contributors;

• (xiii) carrying out such other functions as may be necessary for the efficient administration of the Platform and the Funds created thereunder, except for functions which pertain to the competence of the relevant Contributors’ Committee and which have not been delegated to the Bank; and

• (xiv) liaising and coordinating, to the extent necessary to fulfil its role, with Contributors and other relevant parties.

The Bank, as Administrator, operates in accordance with applicable EIB policies and procedures. It is accountable to the Contributors’ Committees for the performance of its obligations in accordance with Article 12 of these Platform Rules, and is serving as the liaison between the Contributors’ Committees and the respective departments at the Bank. In this respect, the Administrator handles Funds’ operations in accordance with the EIB’s Access to Information Policy available on the website of the Bank http://www.eib.org/attachments/strategies/pai_ips_en.pdf.

5.3 Partnerships Committees

Contributors to the Funds shall be invited to meetings of the Partnerships Committees as organised from time to time at the Platform level for thematic and geographical windows, to discuss and provide strategic guidance to the EIB, advise on the operation of the Platform and on the opportunity to create new Funds.

The Partnerships Committee is solely an advisory body with no decision making power in relation to either the Platform or any Fund under the Platform.

5.4 Contributors’ Committees

For each Fund under the Platform a Contributors’ Committee shall be set up. The main role of each Contributors’ Committee is to oversee activities under the respective Fund and to approve specific operations supported through the Contributions made to such Fund. Decisions of each Contributors’ Committee on operations shall be made either by tacit procedure or during meetings, as further described in Article 5.8 of these Platform Rules.

The roles and responsibilities of the Contributors’ Committee include the following:

• (i) approving proposed operations within 15 Business Days of their receipt on a tacit basis, as applicable in accordance with Article 5.8 of these Platform Rules;

• (ii) approving Third Party Financing;

• (iii) approving redemption (to the Contributors) or reallocation (to another Fund) of remaining Contributions Paid in the relevant Fund upon its termination;

• (iv) approving any amendment to the Fund Description, including any prolongation of the Fund;

• (v) approving minutes of the Contributors’ Committee meetings within 15 Business Days of their receipt;

• (vi) reviewing reports on operations submitted by the Administrator within 30 Business Days of their receipt;

• (vii) approving the consolidated financial statements submitted by the Administrator within 30 Business Days of their receipt; and

• (viii) exercising other functions that may be necessary from time to time to contribute to the achievement of the objectives of the Fund.

5.5 Members of the Partnerships Committees and the Contributors’ Committees

Each Contributor to a Fund is entitled to designate a member that shall represent such Contributor in the Partnerships Committee and the Contributors Committees. The Bank shall also be represented in the Partnerships Committee and in each of the Contributors’ Committees. Unless otherwise decided by the Bank and the Contributors Committees, Third Party Financing pursuant to Article 3.1 of these Platform Rules does not entitle the respective Third Parties to be represented in the Partnerships Committees and the relevant Contributors’ Committee and to attend their meetings.

Contributors shall each appoint a member and an alternate member (the later only participating in a meeting in the case of absence of the member) and communicate in writing their names and contact details to the Bank within 30 Business Days following the execution of the Contribution Agreement. Each Contributor shall inform the Bank about a replacement of a member or an alternate within 30 Business Days of their appointment. Both the member and the alternate shall be authorised to exercise the Contributor’s rights in the Partnerships Committees and in each of the Contributors’ Committees. The member or the alternate, in the absence of the member, may be accompanied by no more than one advisory staff.

An individual may at the same time serve as a member or an alternate of more than one Contributor in the Partnerships Committees and/or each relevant Contributors’ Committee subject to the non-objection of the Bank.

No voting rights shall be granted to other persons than the designated members and alternates.

The number of the Bank’s representatives attending the meeting of the Partnerships Committee and the Contributors’ Committees shall not be limited.

If the European Commission becomes a Contributor to any of the Funds under the Platform, it shall be treated, for the purposes of these Platform Rules, as any other Contributor.

Each Partnerships Committee and each Contributors’ Committee shall have a chairperson appointed by the EIB within 15 Business Days prior to the first scheduled meeting of such Partnerships Committee and each Contributors’ Committee or prior to the submission of first proposals for decision by the tacit procedure, as applicable. Such an appointment shall be communicated by the EIB to all the Contributors. A chairperson may be replaced by the EIB at its sole discretion at any time. The chairperson may invite representatives of governments, other institutions and entities to attend specific agenda items of meetings of the Partnerships Committees or the Contributors’ Committees as observers.

5.6 Meetings and conferences

Meetings of the Partnerships Committees and the Contributors’ Committees that may take place from time to time shall be organised in the Bank’s headquarters in Luxembourg, or in such other place as may be indicated by the Bank.

It is foreseen that an annual conference shall be organised once per annum, open for all Contributors and aimed at promoting the activities under the Funds and creating an opportunity for fund-raising.

Concurrently with such an annual conference, the Partnerships Committees shall meet within thematic and geographical windows, with the aim to discussing and advising on strategic issues, overall orientations and priorities. Contributors Committees shall meet on a needs be basis either physically or via video conference.

5.7 Convening power

The chairperson of each Contributors’ Committee may convene meetings at any time at his own initiative or if so decided in a previous meeting of the Contributors’ Committee, or at the request of the Contributors to the relevant Fund, whose Contributions Paid account for not less than one-third of the aggregate amount of all Contributions Paid in the relevant Fund. The Contributors’ Committees may conduct business electronically via email or with the use of other devices or services that may be indicated by the Bank and made available to the Contributors.

5.8 Decision-making process

Unless otherwise agreed in the Fund Description, decisions of the Contributors’ Committees are made as follows:

• (i) 2/3 of the total amount of the Contributions Paid actually received by the Bank since the inception of the Fund from the Contributors present or represented at such a meeting; and

• (ii) one-half plus one of the total number of Contributors to the Fund;

or

In relation to each Fund, Contributors representing not less than (i) one-half plus one, of the Contributors who have entered into a Contribution Agreement with the Bank relating to that Fund and (ii) one-half plus 1% of the aggregate amount of all Contributions Paid in relation to that Fund since its inception, shall constitute a quorum at meetings of the relevant Contributors’ Committee.

Representatives and alternates shall notify the Bank in writing of any comments or requests for further information and of any potential conflict of interest with regard to one or more points on the agenda, at least 5 Business Days before the date of the meeting. They shall withdraw from the voting on the items in case of which the potential conflict of interest has been identified.

If a Contributor identifies that it has a potential conflict of interest in relation to a request for a decision to be taken by written procedure, it shall inform the chairperson of that potential conflict of interest. The chairperson shall decide whether or not the Contributor in question shall be permitted to vote on the written procedure and may decide that the decision must be submitted to a meeting of Contributors.

5.9 Agenda and documentation

Prior to any meeting of the Contributors’ Committee, the Administrator shall prepare an agenda and relevant documentation and provide them to each Contributor’s designated member and alternate in electronic form 15 Business Days prior to the meeting.

5.10 Minutes and disclosures

Issues discussed during the Contributors’ Committee meeting and decisions made shall be recorded in the minutes of the meeting prepared by the Administrator. Draft minutes are circulated by the Administrator within 30 Business Days after the meeting to each member and alternate, for approval and/or comments, if any. Should amendments be requested by Contributors, the Administrator shall prepare and distribute final minutes for approval within 15 Business Days to all members and alternates of the Contributors’ Committee.

In case of disagreements that cannot be resolved, the proposed amendment to the minutes shall be annexed to the minutes. The minutes shall, as a minimum, state the time and venue of the meeting, as well as the participants, the proceedings and the decisions adopted. If a decision is not unanimous, it shall be stated who voted for and who voted against. Minutes shall be signed by the Chairman. Minutes, shall, unless the contrary is proved, be conclusive evidence of the proceedings at a meeting.

5.11 Correspondence

Correspondence concerning the meetings shall be addressed to the Administrator. All notices, correspondence or documents to be transmitted pursuant to these Platform Rules may be transmitted using electronic mail or delivered via standard mail.

5.12 Confidentiality

Any persons attending Partnerships or Contributors’ Committees’ meetings shall be required to observe the confidentiality of the Committees’ work and deliberations. They shall not divulge any confidential information coming to their knowledge during the performance of their duties to persons outside the Bank or the Partnerships or Contributors’ Committees other than to persons assisting them in the performance of their duties, provided that such persons are subject to the equivalent duty of confidentiality. Documents relating to such work and deliberations shall be for the use of those to whom they are addressed, who shall be responsible for their safekeeping and the preservation of their confidentiality.

The minutes of meetings of Contributors, and decisions taken by written procedure, shall be considered confidential; however, the Bank or the chairperson of any Contributors’ Committee may publish or disclose decisions taken by the Contributors.

5.13 Remuneration

Contributors do not receive remuneration and shall cover their own costs of participation unless otherwise decided in relation to any Fund by the Contributors of that Fund.

ARTICLE 6

APPROVAL PROCESS OF OPERATIONS

6.1 Design and implementation of operations

In order to ensure the quality of operations, the Bank shall make available Bank’s staff that will provide project expertise and high professional capacity and carry out the processes necessary to establish, implement and administer the operations efficiently.

The Bank shall ensure that projects submitted for financing are technically, economically and financially viable. All projects undergo an ex-ante due diligence performed by sector experts and are monitored on a regular basis according to the Bank’s monitoring procedures and guidelines.

Implementation is embedded into the different Bank departments, and the EIB staff includes, among others, loan officers, financial monitoring officers, sector specialists in charge of the design and monitoring of the technical substance of the project as well as providing oversight of climate, social and environmental considerations including gender equality, procurement, legal, financial and other issues as deemed necessary. The EIB external/local offices are also involved in all steps of the operation cycle as necessary. In addition, corporate secretariat officers shall ensure the efficient decision-making process for operational and other documents submitted to the Partnerships Committees and the Contributors Committees.

6.2 Submission of operations for approval

No operation may be submitted to the Contributors of any Fund for approval unless it has first been approved by the Governing Bodies of the Bank.

Operations cannot be presented for approval in relation to a specific Fund if the total of all Contributions Paid in respect of that Fund (including Third Party Financing, as applicable) is lower than the amount necessary to finance the operation, after deduction of actual disbursements, existing commitments and administrative fees.

6.3 Operations below a defined threshold

Unless otherwise agreed in the Fund Description, for operations financed from a Fund up to a certain threshold to be defined for each Fund in the relevant Fund Description, the Contributors’ Committee fully delegates the authority for approving the allocation of Contributions Paid to the Bank’s Governing Bodies. The Bank’s Governing Bodies’ decision on the allocation of Contributions Paid shall be guided by the eligibility criteria set out in the Fund Description.

Operations approved by the Bank’s Governing Bodies shall be communicated, for information, to each member and alternate of the Contributors’ Committee within 15 Business Days following the Bank’s Governing Bodies’ approval.

6.4 Operations above a defined threshold

Unless otherwise agreed in the Fund Description, for operations above the threshold defined for each Fund, in addition to and subsequently to the Bank’s Governing Bodies’ approval, the Contributors’ Committee shall be responsible for approving the allocation of Contributions Paid, in accordance with the decision-making process described in Article 5.8 of these Platform Rules.

6.5 Approved operations

Eligible Operations shall be placed on the list of the Eligible Operations managed by the Administrator.

An approval of an operation remains valid for 24 months. If the relevant operation has not been signed by that time, the approval shall lapse unless prolonged for one or more additional periods of up to 12 months (provided that the effect of the extensions does not prolong the authorisation to more than four years from the date of the Bank’s Governing Bodies’ approval of the operation) by either (i) the Bank alone if the total amount of the considered operation does not exceed the threshold referred to in Article 6.3 of these Platform Rules or (ii) the Bank together with the Contributors’ Committee (using the non-objection procedure) if the total amount of the considered operation exceeds the threshold referred to in Article 6.4 of these Platform Rules.

ARTICLE 7

FEES

The Bank shall apply a fee structured to cover both: (i) costs incurred in administering the Platform and all the Funds under the Platform; and (ii) costs associated with implementing different types of Instruments under the Funds. The amount of fees owed to the Bank shall be deducted directly from the Fund Account.

Unless otherwise agreed in the Fund Description, the fees charged to Contributors shall be the following:

7.1 Administration fee

Administration fee shall be calculated as follows:

• (i) 1 percent on the total committed Contribution, to be deducted by the Bank from the first instalment of such total committed Contribution; and

• (ii) 0.25 percent per annum, calculated at the Platform level¹⁸ on the outstanding available funds as at 31 December of the relevant year, to be deducted by the Bank within one month after the end of the financial year. The amount of the management fees charged with respect to the management of any pooled investment portfolio or any other investment product directly managed by the EIB (such as the Unitary Fund) shall be deducted from the fee computed under this section.