IKELENGE SUNSHINE TRUST

Trustee Training Programme

Understanding the GREAT-TDP

Nature Partnership Matching Grant

A Five-Session Training Programme for Trustees of the Ikelenge Sunshine Trust

Based on the GREAT-TDP Project Implementation Manual, Volume 3 — Matching Grant Manual (Version 3, Revised Version 2)

Ikelenge, North-Western Province, Zambia • 2026

Foreword: A Message to IST Trustees

The Ikelenge Sunshine Trust (IST) is being established to serve the communities of Ikelenge in North-Western Province, Zambia. Zengamina Power Limited is the Founder of the Trust.

As trustees, you are stewards of an important opportunity: to access funding through the Government of Zambia’s GREAT-TDP project, financed by the World Bank.

This training programme is a practical guide. It explains what the Nature Partnership Matching Grant is, how it works, and what is expected of the Trust and its partner communities if you choose to apply.

It is structured in five sessions. Each session builds on the last. Read it carefully, share it with fellow trustees, and use it to ask informed questions and help community members understand the opportunity.

SESSION 1 OF 5

What is GREAT-TDP and Where Does IST Fit?

By the end of this session, trustees will understand what GREAT-TDP is, why Ikelenge is included, and how IST relates to the programme.

1.1 The Project

GREAT-TDP stands for the Green, Resilient and Transformational Tourism Development Project. It is a project of the Government of Zambia, financed by the World Bank through the International Development Association (IDA).

GREAT-TDP is guided by five volumes of the Project Implementation Manual (PIM). This training is based on Volume 3, which covers the Matching Grant.

1.2 Where Does IST Fit?

Ikelenge, in North-Western Province, is one of the project’s designated Tourism Development Areas. The Zambezi River Source National Monument falls within this area.

As a Community Based Entity (CBE), IST may be eligible to apply for a Nature Partnership Matching Grant to develop or strengthen nature-based activities and businesses that benefit local communities.

The Lobito Corridor Electrification initiative, of which the Zengamina solar expansion is a part, is expected to catalyse the development of a Destination Plan for Ikelenge — a tourism and enterprise masterplan that maps the economic opportunities unlocked by reliable power. IST can draw directly from this plan when identifying and selecting nature-based projects, rather than starting from scratch. Zengamina Power Limited, as Founder of IST, sits at the hinge point of this process: it brings the infrastructure that makes the plan possible and established the Trust that will act on it.

1.3 The Nature Partnership Matching Grant

The Nature Partnership Matching Grant provides funding to CBEs — such as IST — to develop or strengthen nature-based economic activities and businesses.

It is called a matching grant because the community and its partners must contribute their own resources alongside the project funds. This shared investment demonstrates commitment and sustainability.

1.4 What Can the Grant Fund?

The grant supports two types of activities:

1.5 Priority Themes for Ikelenge

The project defines eligible themes for activities. The following are most relevant to Ikelenge:

1.6 What the Grant Cannot Fund

The following are not eligible under this scheme:

• Social or administrative infrastructure (schools, health centres, district offices)
• Public infrastructure (roads, bridges, power lines)
• Financial services (banking, micro-credit)
• Industrial transformation or fossil fuel energy generation
• Conventional agriculture or livestock, unless clearly linked to nature-based solutions
• Activities outside the designated project areas

SESSION 2 OF 5

The Two Funding Windows and Matching Requirements

By the end of this session, trustees will understand the difference between Window 1 and Window 2, what matching means in practice, and which window is most relevant to IST’s current position.

2.1 The Two Windows

2.2 Matching Requirements

Both windows require the CBE and its partners to contribute their own resources alongside the project grant:

2.3 Example Relevant to Ikelenge

IST and partner communities in Ikelenge are the type of entity this grant is designed to support.

2.4 Which Window Is Right for IST?

If IST is new to project management and grant administration, Window 1 (Enabling Grant) is the appropriate starting point. It provides the capacity-building and governance support IST needs before taking on the larger obligations of Window 2.

Window 2 becomes relevant once IST has a clear sub-project, a confirmed Mentor, and a Co-investor with the financial standing to meet the matching requirement.

SESSION 3 OF 5

Who Are the Key Parties?

By the end of this session, trustees will understand the roles of the Applicant, Mentor, and Co-investor, and be able to identify suitable candidates for each role in the context of IST.

3.1 The Three Parties

Every grant application involves up to three parties:

3.2 Who Can Be a Mentor for IST?

A Mentor for IST could be:

• A Zambian university or research institution (e.g. a faculty of biology, forestry, or business)
• A national or international NGO working in Ikelenge or North-Western Province
• The Department of Forestry, DNPW, or another relevant government agency
• A conservation organisation with relevant expertise
• A qualified individual (e.g. in sustainable resource management, conservation, or ecosystem services), even if affiliated with a for-profit entity, subject to conflict-of-interest checks

Mentors must support IST in a non-commercial capacity — they accompany and guide without acting as paid service providers under the grant. A Memorandum of Understanding (MoU) between the Mentor and IST is mandatory. Mentors should have expertise in one or more of the eligible nature-based themes under the PIM (e.g. sustainable resource management, ecosystem services, or nature-based tourism).

IST should begin identifying a Mentor early.

3.3 Who Can Be a Co-investor?

A Co-investor must be a qualified private entity with the financial standing and credentials to invest. Co-investors must align with one or more of the five eligible nature-based themes set out in PIM Table 4, summarised below:

• Theme 1 — Protecting Natural Ecosystems (Highest Priority): Landscape planning, restoration (e.g. reforestation, wildlife reintroduction), and management (e.g. community forests, conservancies, corridors)
• Theme 2 — Use of Forest/Freshwater Ecosystems (Highest Priority): Sustainable beekeeping, Non-Timber Forest Product (NTFP) harvesting (e.g. mushrooms, fruits, caterpillars, medicinal herbs, edible tubers such as Chikanda)
• Theme 3 — Use of Wildlife/Fish (High Priority): Sustainable harvesting of wildlife, fish, and timber; processing and trade of sustainably harvested commodities
• Theme 4 — Ecosystem Services (Highest Priority): Water management, watershed protection, sustainable land use, carbon sequestration — and by extension, renewable energy (solar, hydro) that reduces pressure on forest ecosystems by displacing biomass energy dependence
• Theme 5 — Sustainable Tourism (High Priority): Nature-based and adventure tourism, eco-lodges, trekking, boat cruises, photography

Examples of qualifying Co-investors include:

• A private company interested in the sustainable supply of Non-Timber Forest Products (NTFPs) (e.g. Chikanda traders, timber buyers) — Themes 2 and 3
• A tourism company seeking to develop an eco-lodge or community tourism product — Theme 5
• An impact investor or development finance institution focused on conservation or restoration — Theme 1
• A processor or exporter of sustainably harvested forest or wildlife products — Themes 2 and 3
• An entity investing in ecosystem services such as watershed protection or sustainable land use — Theme 4
• A renewable energy company providing solar power that reduces dependence on forest biomass, thereby supporting ecosystem conservation and sustainable land use (e.g. Zengamina Power Limited, Founder of IST) — Theme 4

A formal joint venture agreement (Memorandum of Agreement) between IST and the Co-investor is required. Due diligence on the Co-investor’s credentials and solvency is mandatory and will be conducted by the Applicant, Mentor, and Facilitator. A Co-investor is mandatory for Window 2 (Transformational Grant) and optional for Window 1.

Note: Where a Co-investor also serves as Founder — as in the case of Zengamina Power Limited — enhanced due diligence is required to confirm the absence of conflicts of interest and full alignment with grant principles, including equitable benefit-sharing.

SESSION 4 OF 5

The Application Process: Step by Step

By the end of this session, trustees will understand each step from project identification through to the signed Grant Agreement, and what IST must prepare at each stage.

4.1 The Three Phases

The process moves through three main phases: Identification, Preparation, and Implementation.

4.2 Phase 1 — Identification

A potential sub-project can be identified in three ways:

• From a Destination Plan developed by the project for Ikelenge — a tourism and enterprise masterplan that maps opportunities unlocked by the Lobito Corridor Electrification. IST can draw directly from this plan rather than starting from scratch.
• Through community engagement facilitated by the Project Facilitator and/or potential Mentors or Co-investors
• Through an approach by IST or a community group to the Facilitator or a potential Mentor

4.3 Phase 2 — Pre-Application

Before submitting a full application, IST must submit a Pre-Application. This is a short form of no more than four pages. It covers:

• The title of the proposed sub-project
• The name of the Applicant (IST) and the community it represents
• Contact details and location (province, district, ward)
• Whether a Mentor and/or Co-investor have been identified
• Which window is being applied for (Window 1 or Window 2)
• A brief description of the natural resource base (e.g. forest, wildlife, water)
• The vision and goal for nature management
• Key challenges and opportunities
• Expected benefits from the grant

4.4 Pre-Application Review

The Facilitator reviews the Pre-Application against the following criteria:

• The proposed NBA or NBB meets the location and thematic criteria
• The Applicant is an eligible CBE, or prospective CBE
• The Applicant is not on a sanctions list and has no disqualifying history
• The Mentor is qualified (for Window 1 and Window 2)
• The Co-investor has been verified (for Window 2 only)

The Facilitator may also involve an Independent Evaluation Panel (IEP) to assess pre-applications. The IEP meets twice a year.

4.5 Phase 3 — Full Application

If the Pre-Application is approved, IST will be invited to submit a Full Application of no more than six pages plus attachments. It must include:

• Section A: Basic information — title, window, amount requested, matching amount
• Section B: Sub-project description — background, problems, objectives, activities, expected results, justification, sustainability, and market analysis (for NBB)
• Section C: Budget table showing all sources of financing (project grant, applicant, mentor, co-investor)
• Section D: Organisation and roles — who does what among the CBE, Mentor, and Co-investor
• Section E: Implementation schedule (Gantt chart)
• Section F: Monitoring and reporting plan

4.6 Full Application Review

The Facilitator and Independent Evaluation Panel (IEP) evaluate the full application on:

• Quality of the background and problem analysis
• Clarity and realism of objectives, activities, and expected results
• Feasibility of the proposed approach
• Alignment with GREAT-TDP goals
• Financial management capacity and procurement approach
• Realism of the implementation schedule
• Environmental and social safeguard considerations

4.7 Grant Agreement

If the application is approved, IST will sign a Nature Partnership Matching Grant Agreement with the Ministry of Tourism. This is the legal contract governing the grant. It sets out:

• The amount of the grant
• The sub-project objectives and activities
• The disbursement schedule
• Reporting requirements
• Obligations regarding financial records and audits
• The end-of-disbursement date and completion date

SESSION 5 OF 5

Running the Grant: Finance, Procurement, and Compliance

By the end of this session, trustees will understand how grant money flows, what financial records must be kept, how to procure goods and services, and what ethical and compliance standards apply.

5.1 Disbursement — How the Money Flows

Window 1 (Enabling Grant)

50% of the grant is disbursed as an advance at the start. The remaining 50% is paid after IST submits a mid-point progress report showing that agreed benchmarks have been met.

Window 2 (Transformational Grant)

Disbursement follows a schedule agreed in the Grant Agreement. Payments are made upon achievement of milestones and submission of verified progress reports.

Key Dates

5.2 Financial Management and Reporting

Bank Account

Grant funds must be held in a dedicated bank account in the name of IST (or the Mentor, if fiduciary responsibility is delegated). The Grant Agreement will specify the account details.

Financial Records

IST is required to:

• Maintain proper accounting books and records for all grant-funded activities
• Keep all receipts, invoices, contracts, and supporting documents
• Make all financial records available to auditors if requested
• Ensure all expenditures are consistent with the approved budget and activities

Progress Reports

IST must submit quarterly Progress Reports not later than one month after the end of each quarter. Each Progress Report must include:

• A description of activities undertaken, including procurement
• A review of progress toward agreed outputs and outcomes
• An account of challenges and how they are being addressed
• Financial statements (statement of income and expenditure)

Final Report

Not later than two months after the Completion Date, IST must submit a Final Report covering:

• Achievement of sub-project objectives and targets
• Total matching funds mobilised by all parties
• All activities implemented
• All results achieved
• Plans for sustainability after the grant period

Audits

IST may be audited by the Ministry of Tourism, the World Bank, or their designated auditors. All financial records must be retained and made available on request.

5.3 Procurement — How to Buy Goods and Services

Principles

When using grant funds to procure goods, services, or works, IST must follow the core procurement principles of the World Bank:

• Value for money — getting the best result for the cost
• Transparency — open and fair processes
• Efficiency — avoiding unnecessary delays and costs
• Economy — avoiding waste

Shopping Procedure

For most purchases, IST should obtain at least three quotations from different suppliers and select the best value offer. This process must be documented.

Direct Contracting

Direct contracting (choosing a supplier without competitive bidding) is only allowed when:

• The estimated cost is less than the equivalent of USD 2,000, or
• Only one qualified supplier is available (this must be justified in writing)

Responsibility for Loss or Theft

IST is solely liable for any loss, theft, or damage to items purchased with grant funds. If theft or fraud occurs involving members, staff, or agents, IST must report it immediately to the Ministry and to law enforcement.

5.4 Governance, Compliance, and Ethics

Anti-Corruption

IST and all parties involved in the grant must observe high ethical standards. The following practices are prohibited and will result in disqualification or termination of the grant:

Conflict of Interest

Trustees must immediately disclose any actual, apparent, or potential conflict of interest to the Ministry and relevant law enforcement. Decisions must be made in the interest of the community, not personal gain.

Environmental and Social Standards

All grant-funded activities must comply with the World Bank’s Environmental and Social Commitment Plan (ESCP). IST must:

• Not harm habitats, wetlands, or wildlife in protected areas
• Not cause water pollution
• Not obstruct community land access without proper process
• Consider the impacts of activities on women and gender equality
• Ensure community grievances are properly recorded and addressed

Grievance Redress

All parties have access to the project’s Grievance Redress Mechanism (GRM). If any community member, trustee, or partner has a complaint about how the grant is managed or implemented, it can be raised through the GRM. Details are set out in the Stakeholder Engagement Plan (SEP).

5.5 Special Considerations for IST

Inclusion of Women and Youth

The project places strong emphasis on the participation of women and youth. Applications that highlight specific benefits for women will receive special consideration. IST should ensure women are represented in its governance and that proposed activities include meaningful economic benefits for women.

CBE Eligibility Requirements

To be eligible, IST must confirm that:

• All trustees, members, or shareholders are from the Ikelenge community
• IST is recognised in the territory as a community-based entity
• Ownership represents at least five different households
• IST has legal status or is in the process of obtaining it

Due Diligence

The Facilitator will conduct due diligence on IST before approving any grant. This will include:

• Verification of IST’s legal status and registration documents
• Assessment of IST’s history of fund management, if any
• Assessment of the reputation of trustees in the community
• Review of prior experience with achieving results and sharing benefits
• Verification of the Mentor’s qualifications and the Co-investor’s financial capacity

Summary: What IST Trustees Must Do

As trustees of IST, your key responsibilities in relation to the GREAT-TDP Matching Grant are:

Key Terms and Glossary

Closing Note

The Nature Partnership Matching Grant is a significant opportunity for the communities of Ikelenge. It is designed for communities rich in natural resources who need support to turn those assets into sustainable livelihoods.

The process requires patience, documentation, and genuine partnership — but it is achievable. IST and its trustees are well-positioned to lead this process on behalf of Ikelenge’s communities.

This training manual should be treated as a living document. As IST progresses through the application process, it should be updated with new information and lessons learned.

— End of Trustee Training Programme —

IKELENGE SUNSHINE TRUST

Understanding Our Memorandum of Understanding

A Plain-Language Training Guide for Trustees

Memorandum of Agreement between IST and Zengamina Power Limited

Ikelenge District, North-Western Province, Zambia

GREAT-TDP Transformational Matching Grant | Window 2

2026

How to Use This Guide

This guide takes you through the Memorandum of Agreement (MOA) between the Ikelenge Sunshine Trust and Zengamina Power Limited, clause by clause. The MOA is the core financial and operational agreement — it records what the Trust invests, what ZPL commits to pay back, how those funds must be spent, and what happens if either party fails to honour the agreement.

Each session covers a group of related clauses. For every clause you will see the original wording in a shaded box, followed by a plain-language explanation of what it means for you as a trustee. Read one session at a time and discuss as a group.

Read this guide alongside the MOU Training Guide. The two documents work together: the MOA is the financial agreement with ZPL; the MOU is the mentorship and governance agreement with the Mentor. Both bind the Trust.

Session 1: What the MOA Is About — Preamble and Background

This session covers the Preamble and the Whereas clauses. Like the MOU, these clauses do not create obligations — they explain the situation that led to the agreement and confirm that both parties understand the context before committing to specific terms.

Preamble — The three things the MOA records

What this means:  Three things are being formalised in one agreement. First, the Trust’s role as a community participant in the solar project. Second, the USD 500,000 grant and where it goes. Third, how money flows back to the community over time. If you ever need to explain to a community member what the MOA is about, these three points are the summary.

Whereas clauses — The shared understanding

What this means:  These clauses are identical in purpose to the MOU’s opening clauses. They establish that the Trust exists for a reason: community involvement in the solar project is not optional — it is a condition of the grant programme. The Trust is the mechanism through which that condition is satisfied.

What this means:  Two commitments are stated here before the formal clauses even begin: ZPL commits to build the Trust’s knowledge of how solar power works; and the Trust commits to transparency in managing what it receives. These are not just background statements — they set the tone for every obligation that follows. A trustee who does not engage with ZPL’s knowledge-sharing activities, or who does not maintain transparent records, is already acting contrary to the spirit of the agreement.

Session 2: The Grant — What It Is, What It Is Not

This session covers Article 1 (Grant Contribution and Investment). These are among the most important clauses in the entire MOA. They define exactly what the Trust’s USD 500,000 buys — and critically, what it does not buy.

1.1 Where the grant goes

What this means:  The Trust does not hold USD 500,000 in cash. It never did. The moment the grant is released, it is applied directly to the cost of building the solar facility. The Trust’s asset is not cash — it is the entitlement to annual payments in return for that investment. Trustees must be clear about this when explaining the Trust’s position to the community.

1.2 ZPL’s matching obligation

What this means:  ZPL does not take the community’s money without putting in its own. At minimum, ZPL contributes USD 500,000 of its own capital alongside the community’s grant. This matching requirement is a GREAT-TDP programme condition — it ensures ZPL has a genuine financial stake in the project succeeding.

1.3 How the contribution is recognised

What this means:  ZPL must formally record the community’s contribution in its project accounts. This creates a paper trail. If the MOA is ever challenged, or if ZPL’s ownership changes, this clause ensures the community’s participation is on record in ZPL’s own financial documents.

1.4 What the grant does NOT give the Trust

What this means:  This clause must be understood clearly. The Trust is not a shareholder in ZPL. It cannot vote on ZPL’s business decisions. It does not own any part of the solar plant or the hydro facility. What it has is a contractual right to annual payments for 20 years. These are two very different things. Trustees should not describe the Trust as an investor or owner of ZPL — the correct description is a beneficiary of a structured socio-economic benefit arrangement.

Session 3: How the Money Flows Back — ZPL’s Payment Commitment

This session covers Article 2 (Economic Benefit Commitment). These clauses define when payments start, how they are structured, and how the money must be held.

2.1 The payment amount and period

What this means:  The exact amount and the exact number of years have not yet been finalised and will be inserted once agreed. This is deliberate — the MOA records the structure of the arrangement before all commercial details are locked in. When the amount is agreed, it must be recorded in writing and appended to this Agreement. Trustees must ensure that happens and that the final terms are filed in the digital repository.

2.2 When the first payment is due

What this means:  The clock starts when the solar plant is commissioned and running alongside the hydro plant. ‘Commissioning’ is a technical term meaning the plant has been tested, accepted, and placed into commercial operation. No payment is due before that point. Trustees should note the commissioning date when it occurs — it is the trigger for the first payment obligation.

2.3 How subsequent payments are made

What this means:  After the first payment, the annual benefit is split into four equal instalments paid every quarter. The money goes into the Trust’s dedicated account — not into any individual’s account and not into ZPL’s operational accounts. Trustees must confirm at each quarterly meeting that the instalment due was received on time. A missed or late payment must be raised immediately with ZPL in writing.

2.4 Ring-fencing

What this means:  Ring-fencing means these funds are legally separated from ZPL’s other financial obligations. If ZPL faces financial difficulties, creditors cannot reach the funds already paid to the Trust. This protects the community’s money once it arrives in the Trust’s account. However, it does not guarantee that ZPL will always be in a position to make future payments — which is why trustees must stay informed about ZPL’s financial health.

Session 4: How the Trust Must Spend the Money

Article 3 (Use of Funds by IST for Community Sustainable Development) mirrors the expenditure categories in the MOU. However, it adds one important procedural requirement that the MOU does not contain explicitly.

3.1 Eligible and ineligible expenditure

What this means:  The Trust’s funds must be spent on projects that qualify under the GREAT-TDP Nature Partnership Matching Grant framework. The PIM defines eligible expenditure by theme. Trustees must understand the boundary — spending outside it risks cancellation of the Matching Grant Agreement.

Eligible expenditure.

The PIM recognises seven themes of eligible nature-based expenditure:

Ineligible expenditure.

The PIM excludes the following without exception:

3.2 Disbursement authorisation

What this means:  This clause links the MOA to the Trust Deed. The Trust Deed sets out who must approve a payment and how. Trustees must know these authorisation rules. A payment made without following the Trust Deed process is invalid under the MOA, regardless of how worthy the project is. When in doubt, check the Trust Deed before approving any disbursement.

Session 5: Mentorship and Capacity Building

Article 4 records ZPL’s commitment to support the Trust’s development. It is brief but significant — it formalises knowledge transfer as a ZPL obligation, not just a goodwill gesture.

4.1 What ZPL commits to provide

What this means:  ZPL’s obligation here is separate from the Mentor’s obligations under the MOU. ZPL is directly responsible for ensuring its General Manager — currently Brighton Mwaipopo, who is also the Mentor — works with the Trust on these three areas. If the mentorship arrangement were ever to change, ZPL would still be bound to provide this capacity-building in some form. The obligation sits with ZPL as an institution, not only with the individual Mentor.

4.2 The Trust’s corresponding obligation

What this means:  Participation in mentoring is a contractual obligation under the MOA, just as it is under the MOU. A trustee who refuses to attend training or engage with ZPL’s capacity-building activities is in breach of two agreements simultaneously. The phrase ‘apply acquired skills’ is also important: attending is not enough. Trustees are expected to use what they learn.

Session 6: Who Does What — Roles and Responsibilities

What this means:  This clause prevents confusion about authority and accountability. The Trust does not run the solar plant. It does not manage ZPL’s contractors or approve ZPL’s engineering decisions. Its role is governance and stewardship of the funds the plant generates for the community. ZPL does not govern the Trust. It does not decide how community funds are spent on its own. These boundaries must be respected in both directions.

In practice this means:

• If a community member asks why the plant is not producing enough power, that is a ZPL operational matter. Trustees should raise it with ZPL, not attempt to resolve it themselves.
• If a community member asks why a particular project was funded, that is a Trust governance matter. Trustees are accountable for that decision, not ZPL.
• If ZPL suggests how Trust funds should be spent, trustees should listen but are not obliged to agree — the decision belongs to the Trust. However, ZPL has a final say in material matters.

Session 7: Duration, Compliance, and How the MOA Ends

This session covers Articles 5 (Term and Continuity), 6 (Compliance and Audit), and 7 (Termination).

Article 5 — How long the MOA runs

What this means:  The MOA starts the moment the grant money reaches ZPL — not the date of signing. This is important: if there is a delay between signing and grant disbursement, the 20-year clock has not yet started. Trustees should note the actual date of grant transfer and confirm it is recorded. The term of 20 years aligns with ZPL’s payment obligation in the Whereas clauses.

What this means:  At year 20, the MOA does not automatically continue. If the Trust and ZPL want to extend the arrangement, they must negotiate and sign a new agreement. This means trustees serving near the end of the 20-year term will face an important decision about the Trust’s future. Renewal is not guaranteed — it depends on ZPL’s financial position and the regulatory environment at the time.

Article 6 — Compliance and audit

What this means:  The Trust is accountable not only to ZPL but to the Project Implementation Unit, the Ministry of Tourism, and the World Bank. Any of these bodies can request an audit or review. Refusing to cooperate, or providing incomplete records, is a breach of the MOA and could trigger suspension of the grant. Maintaining complete, accurate records at all times is therefore not administrative housekeeping — it is a legal obligation.

Article 7 — Termination

What this means:  The termination process here is more protected than in the MOU. Six months’ notice is required, and the breaching party has 90 days to fix the problem before termination takes effect. This longer timeline reflects the financial scale of the MOA — ZPL cannot simply walk away from a 20-year payment commitment without a serious, unremedied breach, and the Trust cannot unilaterally end the arrangement without the same justification.

What this means:  Even if the MOA is terminated, any payment that has already fallen due must still be made. Termination ends future obligations; it does not erase past ones. If ZPL owes a quarterly instalment at the time of termination, that debt remains.

Session 8: Disputes, Governing Law, and Final Provisions

This session covers Articles 8 (Governing Law and Dispute Resolution) and 9 (Miscellaneous).

Article 8 — Governing law and dispute resolution

What this means:  The process mirrors the MOU: negotiate first, arbitrate if negotiation fails. The same Arbitration Act applies. The key difference from the MOU is that the MOA does not specify a 30-day negotiation window — it says consultation must happen before arbitration, but does not set a deadline. Trustees should document all consultation attempts carefully so there is a record that the parties genuinely tried to resolve the matter before escalating.

Article 9 — Miscellaneous

What this means:  Whatever was said in meetings before this document was signed, whatever promises were made informally — none of it counts unless it is in this Agreement. If a trustee believes ZPL made a commitment that is not reflected in the MOA, the only way to enforce it is to have it added by formal written amendment. Verbal assurances have no legal weight.

What this means:  The same rule as the MOU: nothing changes unless both parties agree in writing. If ZPL proposes to change the payment structure, the expenditure categories, or any other term informally, trustees must insist on a written amendment before agreeing. A handshake or email agreement is not sufficient.

What this means:  Every formal communication under the MOA must be in writing. This includes notices of breach, termination, payment disputes, and audit requests. Trustees must ensure the Trust’s contact details on file with ZPL are current. A notice sent to an outdated address is still legally valid — the Trust bears the risk of not receiving it if its own records are not up to date.

Quick Reference: Key Numbers and Obligations

The table below summarises the key figures, timeframes, and obligations embedded in the MOA.

The MOA and MOU Together

These two documents work as a pair. The table below shows which agreement covers which topic.

© 2026 S.G. Müller — SA Identity Number: 6007155051088. Licensed to Zengamina Power Limited for trustee training purposes. All rights reserved.

Ikelenge District, North-Western Province, Zambia

IKELENGE SUNSHINE TRUST

Understanding Our MOU

A Plain-Language Training Guide for Trustees

Ikelenge District, North-Western Province, Zambia

GREAT-TDP Transformational Matching Grant | Window 2

2026

How to Use This Guide

This guide takes you through the Memorandum of Understanding (MOU) between the Ikelenge Sunshine Trust and its Mentor, Mr Brighton Mwaipopo, clause by clause. Each session covers a group of related clauses. For every clause you will see the original wording in a shaded box, followed by a plain-language explanation of what it means for you as a trustee.

The sessions are designed for use in monthly two-hour clinics. You do not need to read them all at once. Work through one session at a time, discuss the clauses as a group, and ask the Mentor to clarify anything that is not clear.

Session 1: Why the Trust Exists — Background and Context

This session covers the opening Whereas clauses (1.1–1.5). These clauses explain the circumstances that led to the creation of the Ikelenge Sunshine Trust. They are not obligations — they are the story behind the agreement.

1.1 Electricity expansion in Ikelenge

What this means:  Zengamina Power Limited (ZPL) already runs a hydropower plant. It is now adding solar panels to increase electricity supply. More electricity means more homes and businesses can be connected.

1.2 The Lobito Corridor

What this means:  Ikelenge is not alone. This solar project is part of a larger regional effort to bring electricity to communities along the Lobito Corridor, a transport and economic route spanning parts of Zambia, Angola, and the DRC. Being part of this initiative means Ikelenge is a pioneer — other communities will follow the path you help create.

1.3 Community must be involved

What this means:  ZPL and its partners decided that the community must have a formal stake in this project. It is not enough for electricity to be produced nearby — the people of Ikelenge must benefit directly and have a say in how those benefits are managed.

1.4 – 1.5 How involvement was created

What this means:  The solution was to establish the Ikelenge Sunshine Trust (IST) as a Community-Based Enterprise (CBE). A trust is a legal structure that holds assets on behalf of a group of people — in this case, the Ikelenge community. The trustees are the people legally responsible for managing those assets. Your role as a trustee is therefore not ceremonial. You carry real legal and moral accountability.

Session 2: The Grant, the Money, and Where It Can Be Spent

This session covers clauses 1.6 to 1.11. These clauses explain where the money comes from, how it flows to the trust, and what trustees may and may not spend it on.

1.6 The grant

What this means:  The trust receives USD 500,000. This money comes from the Zambian government and the World Bank through a programme called GREAT-TDP. It is a grant — it does not need to be repaid. However, it comes with strict conditions on how it must be used.

1.7 – 1.8 How the money is invested and what happens to the returns

What this means:  The USD 500,000 is invested into ZPL’s solar project. The trust does not keep the cash — it buys into the solar plant. In return, ZPL pays the trust an annual financial benefit every year for 20 years. The trust then uses that money to fund community projects (called sub-projects). Think of it as: invest once, receive income for 20 years, spend that income on the community.

1.9 – 1.10 ZPL’s annual payment obligation

What this means:  ZPL commits to paying the trust every year for 20 years. The exact amount is agreed between the parties. There is one important condition: if paying the trust would make ZPL financially unviable, payments can be reduced or paused. Trustees must therefore stay informed about ZPL’s financial health — it directly affects the trust’s income. The money paid is ring-fenced, meaning it must be kept in a separate account and used only for the purposes in this MOU.

1.11 What the money can and cannot be spent on

What this means:  Trustees do not have free choice in how they spend trust funds. Every payment must fall within one of six approved categories. Spending outside these categories is a breach of the MOU and the grant conditions.

The six approved expenditure categories are:

• Environmental conservation — reforestation, forest protection, watershed protection, and biodiversity.
• Nature-based enterprises — community-owned businesses, eco-tourism, and small-scale tourism.
• Education — bursaries, scholarships, school infrastructure, and learning support.
• Health — upgrading and equipping clinics, hospitals, and community health services.
• Community infrastructure — water systems, sanitation, and other social infrastructure aligned with the District Integrated Development Plan.
• Other — exceptional initiatives that advance GREAT-TDP objectives but fall outside the five categories above, provided both ZPL and the Trust approve in writing before any funds are committed.

If a proposed project does not fit clearly into one of the first five categories, it must go through the written approval process under “Other”. When in doubt, ask before committing funds.

Session 3: Why a Mentor and Who the Parties Are

This session covers clauses 1.12 to 1.15 and Sections 2 and 3. These clauses explain why mentorship is needed, who the mentor is, and who the mentees are.

1.12 Acknowledging the capacity gaps

What this means:  This clause is important because it is honest. The MOU acknowledges that trustees may not yet have all the skills needed. This is not a criticism — it is a recognition that running a trust of this scale requires specific knowledge that most community members have not had reason to develop before. The mentorship programme exists to close these gaps. Attending and engaging with training is therefore not optional goodwill — it is part of what the trust committed to when it signed the MOU.

1.13 – 1.14 The Mentor’s context and the shared purpose

What this means:  The Mentor’s role is to build capacity, not to run the trust. The word “capacitate” is deliberate — by the end of the MOU term, trustees should be able to operate independently. The goal is not permanent dependence on the Mentor.

1.15 The Mentor’s background

What this means:  This clause establishes the Mentor’s credibility. Trustees should feel confident that the person guiding them has the depth of knowledge to do so. It also shows that the Mentor understands both the technical side (power engineering) and the business side (MBA, management roles).

Sections 2 and 3 — Naming the Parties

What this means:  The MOU requires the names of all trustees to be recorded. If names have not yet been confirmed, this must be completed and the document updated. A trustee whose name is not recorded may face questions about whether they are formally bound by the MOU. Confirm your name is included.

Session 4: What the Mentorship Programme Covers

This session works through Section 4.1 (purpose) and Section 4.2 (the Mentor’s obligations). These clauses describe what the Mentor has committed to teach and how the programme will be delivered.

4.1 The purpose of the programme

What this means:  The endpoint is trustee independence. The programme is not designed to run indefinitely with trustees always relying on guidance. After three years, trustees should be able to manage the trust’s finances, select and oversee projects, conduct meetings, and engage stakeholders without needing the Mentor to be present at every step.

4.2.1 Governance and ethics training

What this means:  This covers the ‘how to run a proper trust’ skills. A resolution passed without the correct procedure can be challenged. Minutes that are poorly kept create accountability problems. A conflict of interest that is not disclosed can expose a trustee to personal legal risk. These are not bureaucratic requirements — they are protections for you personally and for the community.

4.2.2 Community-benefit portfolio management

What this means:  This is the core of what the trust does with its money. The scorecard ensures that project selection is evidence-based and defensible, not based on personal preference or political pressure. The quarterly report is a public accountability commitment — the community has a right to know what has been done with their trust’s resources.

4.2.3 Lobito Corridor contribution

What this means:  IST is not just serving Ikelenge — it is setting a precedent. How trustees conduct themselves, document their work, and manage funds will influence whether neighbouring communities are given similar opportunities. Good performance opens doors; poor governance closes them for others.

4.2.4 How the programme is delivered

What this means:  Five distinct formats are built into the programme. Each serves a different purpose. Clinics build knowledge. Deep-dives develop skill. The scenario workshop tests judgment under pressure. Site walk-throughs connect theory to the physical plant. The digital repository ensures trustees always have access to the right documents without having to recreate them from scratch.

4.2.5 The Mentor’s ongoing role

What this means:  The Mentor attends meetings but does not vote. This distinction matters: decisions belong to the trustees. The Mentor’s presence is to inform and advise, not to control outcomes. If the Mentor expresses a view and trustees disagree, trustees have the right — and the responsibility — to make their own decision and record it in the minutes.

Session 5: What Trustees Are Obliged to Do

Section 4.3 lists ten obligations that every trustee accepted when the MOU was signed. These are not aspirations — they are commitments. Consistent failure to meet them can constitute a breach of the MOU.

4.3.1 Attendance

What this means:  Attendance is mandatory, not discretionary. If a trustee cannot attend, the reason should be recorded. Repeated unexplained absence is a governance failure and may be grounds for removal under the Trust Deed.

4.3.2 Timely decisions

What this means:  Delayed decisions have real costs: projects stall, grant deadlines are missed, and community confidence erodes. Trustees must be responsive, not passive.

4.3.3 Accurate information

What this means:  Trustees are the bridge between the community and the trust’s decision-making. If the information trustees bring is incomplete or inaccurate, the wrong projects get funded and the wrong priorities are set. Listening carefully to community members between meetings is part of the job.

4.3.4 Following approved processes

What this means:  Every sub-project approval must follow the agreed process — scorecard, feasibility check, written approval. Shortcuts create disputes and expose trustees to personal liability if something goes wrong with a project that was approved informally.

4.3.5 Collaborative working

What this means:  ZPL is described here as a Co-investor. The relationship with ZPL must be professional and communicative. Disputes should be raised through the proper channels in the MOU, not through public statements or informal pressure.

4.3.6 Protecting ring-fenced money

What this means:  No trustee acting alone can authorise a payment. All disbursements go through the independent financial controller. If anyone — including another trustee, a community leader, or an external party — asks you to approve a payment outside this process, refuse and report it.

4.3.7 Upholding the GAAP

What this means:  The GAAP is a living document reviewed annually. It sets specific commitments on how the trust operates. Gender inclusion and equitable benefit-sharing are explicit requirements — not add-ons. Project selection should actively consider whether women, youth, and marginalised groups benefit.

4.3.8 Engaging with training

What this means:  Training is a trustee obligation, not a benefit. Declining or repeatedly missing training sessions is a breach of the MOU.

4.3.9 Representing the community faithfully

What this means:  Trustees do not make decisions for themselves — they make decisions on behalf of the Ikelenge community. Major decisions must be preceded by consultation. Trustees who act without consulting the community they represent undermine the legitimacy of every decision they make.

4.3.10 Record-keeping and cooperation with audits

What this means:  Records are your protection. If a decision is ever questioned — by the PIU, an auditor, or a community member — the minutes and attendance records are the evidence that the trust acted properly. Cooperating with audits is not a threat; it is confirmation that the trust has nothing to hide.

Session 6: Communication and How the MOU Ends

This session covers Section 5 (consultation and information sharing) and Section 6 (duration and termination).

Section 5 — Communication obligations

What this means:  Communication is a formal obligation on both sides. The CBE must hold four community meetings per year. The Mentor must provide written monthly updates. These are not informal courtesies — they are contractual requirements. If either party fails to meet them consistently, it constitutes a breach.

6.1 Duration

What this means:  The MOU runs for three years. At the end of three years, the parties can agree to extend in writing.

6.2 – 6.3 Termination

What this means:  Either party can walk away, but notice must be in writing and must state the reasons. A material breach — such as a trustee approving a payment outside the proper process, or the Mentor failing to provide training for several consecutive months — triggers the shorter 30-day notice period. The breaching party has 30 days to fix the problem before termination takes effect.

6.4 What happens on termination

What this means:  Termination does not mean abandoning ongoing projects. Commitments already made to the community must be honoured, and all records must be handed over. This protects the community regardless of what happens between the parties.

Session 7: Confidentiality, Disputes, and Compliance

This session covers Sections 7, 8, and 9 — confidentiality, how disputes are resolved, and publicity and compliance obligations.

Section 7 — Confidentiality

What this means:  What happens in trustee meetings stays within the trust unless disclosure is legally required or both parties agree in writing. Sharing financial details or project plans with third parties — including journalists, political figures, or other community organisations — without consent is a breach. The two-year survival clause means confidentiality obligations do not end when the MOU does.

Section 8 — Governing law and dispute resolution

What this means:  If a serious disagreement arises between the trust and the Mentor, the parties must first try to resolve it themselves within 30 days. Going straight to court is not the first step. If negotiation fails, a single arbitrator — agreed by both parties — makes a binding decision. This process is designed to be faster and less costly than court proceedings.

Section 9 — Publicity and compliance

What this means:  No trustee may issue a press release, post on social media, or make public statements about the trust’s activities under the MOU without checking with the other party first. The GREAT-TDP Project Implementation Manual (PIM) sets specific rules on communications, branding, and reporting. Environmental and social safeguards mean that sub-projects must not cause environmental harm or disadvantage vulnerable community members.

Session 8: Monitoring, Fraud, Accountability, and the Mentor’s Status

This session covers Sections 10 through 15 — the final operational clauses of the MOU.

Section 10 — Monitoring and evaluation

What this means:  Monitoring is not just an administrative task — it is how the trust demonstrates that its money is producing results. The Results Matrix makes performance visible and comparable over time. Trustees who understand the Matrix can use it to argue for more resources, defend their decisions, and identify which projects are delivering value and which are not.

Sections 11 and 12 — Amendments and force majeure

What this means:  You cannot informally change what the MOU says. Any agreed variation must be written and signed. Force majeure covers genuine emergencies — floods, government actions, major programme disruptions. It does not cover poor planning or neglect. If something beyond your control prevents the trust from meeting an obligation, notify the Mentor immediately in writing.

Section 11 (Fraud and Corruption) — Clauses 13.3–13.4

What this means:  The consequences of fraud are severe: the grant can be cancelled entirely. This clause does not only cover taking money dishonestly. Collusive practices — where trustees agree among themselves to favour a particular supplier or beneficiary outside the proper process — are also prohibited. Coercive practices — pressuring someone to make a decision they would not otherwise make — are prohibited. If a trustee witnesses any of these practices, they are obliged under Section 14 to report them.

Section 14 — Accountability and whistleblower protection

What this means:  The trust must have a way for anyone — a trustee, a staff member, a community member — to raise concerns confidentially without fear of punishment. If the trust does not yet have a functioning reporting channel, establishing one is an immediate governance priority. Retaliation against a person who raises a concern in good faith is itself a breach.

Section 15 — The Mentor’s status and costs

What this means:  This clause protects the trust from a potential conflict of interest. Grant money cannot be used to pay the Mentor’s salary. If the Mentor has a separate arrangement with ZPL or another party, that is private and does not affect the trust. Trustees should not ask about it, and it does not change the Mentor’s obligations to the trust under this MOU.

Section 16 — Jurisdiction

What this means:  If arbitration is not available or not appropriate in a particular situation, the courts in Lusaka — not Ikelenge or North-Western Province — are the correct forum. Any legal action related to this MOU must be filed in Lusaka.

Quick Reference: Key Numbers and Deadlines

The table below summarises the key figures and timeframes embedded in the MOU. Trustees should know these without having to look them up.

© Ikelenge Sunshine Trust — Confidential

Ikelenge District, North-Western Province, Zambia