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b) No distribution of assets shall be made to members until all liabilities to holders of guarantees and other creditors shall have been discharged or provided for and until the Council shall have decided to make such distribution.

c) Subject to the foregoing, the Agency shall distribute its remaining assets to members in proportion to each member's share in the subscribed capital. The Agency shall also distribute any remaining assets of the Sponsorship Trust Fund referred to in annex I to this Convention to sponsoring members in the proportion which the investments sponsored by each bears to the total of sponsored investments. No member shall be entitled to its share in the assets of the Agency or the Sponsorship Trust Fund unless that member has settled all outstanding claims by the Agency against it. Every distribution of assets shall be made at such times as the Council shall determine and in such manner as it shall deem fair and equitable.

CHAPTER IX Settlement of disputes Article 56

Interpretation and application of the Convention

a) Any question of interpretation or application of the provisions of this Convention arising between any member of the Agency and the Agency or among members of the Agency shall be submitted to the Board for its decision. Any member which is particularly affected by the question and which is not otherwise represented by a national in the Board may send a representative to attend any meeting of the Board at which such question is considered.

b) In any case where the Board has given a decision under section a) above, any member may require that the question be referred to the Council, whose decision shall be final. Pending the result of the referral to the Council, the Agency may, so far as it deems necessary, act on the basis of the decision of the Board.

Article 57 Disputes between the Agency and members

a) Without prejudice to the provisions of article 56 and of section b) of this article, any dispute between the Agency and a member or an agency thereof and any dispute between the Agency and a country (or agency thereof) which has ceased to be a member, shall be settled in accordance with the procedure set out in annex n to this Convention.

b) Disputes concerning claims of the Agency acting as subrogee of an investor shall be settled in accordance with cither: t) the procedure set out in annex n to this Convention; or it) an agreement to be entered into force between the Agency and the member concerned on an alternative method or methods for the settlement of such disputes. In the latter case, annex n to this Convention shall serve as a basis for such an agreement which shall, in each case, be approved by the Board by special majority prior to the undertaking by the Agency of operations in the territories of the member concerned.

Article 58

Disputes Involving holders of a guarantee or reinsurance

Any dispute arising under a contract of guarantee or reinsurance between the parties thereto shall be submitted to arbitration for final determination in accordance with such rules as shall be provided for or referred to in the contract of guarantee or reinsurance.

CHAPTER X

Amendments

Article 59 Amendment by Council

a) This Convention and its annexes may be amended by vote of three-fifths of the governors exercising four-fifths of the total voting power, provided that

i) Any amendment modifying the right to withdraw from the Agency provided in article 51, or the limitation on liability provided in section d) of article 8, shall require the affirmative vote of all governors; and

it) Any amendment modifying the loss-sharing arrangement provided in articles 1 and 3 of annex I to this Convention which will result in an increase in any member's liability thereunder shall require the affirmative vote of the governor of each such member.

b) Schedules A and B to this Convention may be amended by the Council by special majority.

c) If an amendment affects any provision of annex I to this Convention, total votes shall include the additional votes alloted under article 7 of such annex to sponsoring members and countries hosting sponsored investments.

Article 60 Procedure

Any proposal to amend this Convention, whether emanating from a member or a governor or a director, shall be communicated to the chairman of the Board who shall bring the proposal before the Board. If the proposed amendment is recommended by the Board, it shall be submitted to the Council for approval in accordance with article 59. When an amendment has been duly approved by the Council, the Agency shall so certify by formal communication addressed to all members. Amendments shall enter into force, for all members, ninety days after the date of the formal communication, unless the Council shall specify a different date.

CHAPTER XI Final provisions Article 61

Entry into force

a) This Convention shall be open for signature on behalf of all members of the Bank and Switzerland and shall be suject to ratification, acceptance or approval by the signatory States in accordance with their constitutional procedures.