The World Bank 1818 H Street N.W. (202) 473-1000 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Washington, D.C. 20433 Cable Address: INTBAFRAD INTERNATIONAL DEVELOPMENT ASSOCIATION U.S.A. Cable Address: INDEVAS CONFORMED COPY July 28, 2011 Ms. Margit Thomsen Head, Department for Environment and Sustainable Development Ministry of Foreign Affairs Asiatisk Plads 2, Dk 1448 Copenhagen K Denmark Amendment No. 2 to the Trust Fund Administration Agreement between the Government of the Kingdom of Denmark and the International Bank for Reconstruction and Development concerning the Special Climate Change Fund (MTO No. 069002) (Program for Adaptation and Program for Transfer of Technologies) Dear Ms. Thomsen: 1. We refer to the Trust Fund Administration Agreement between the Government of the Kingdom of Denmark (the “Donor�) and the International Bank for Reconstruction and Development (“IBRD�) as trustee of the Special Climate Change Fund (the “SCCF�) (the “Trustee�) concerning the SCCF (MTO No. 069002) dated October 31, 2005 as amended (the “Agreement�). 2. Following: (i) the preliminary consultations with the Donors on the audit cost of SCCF; and (ii) the World Bank Policy on Access to Information, the Trustee proposes to amend the Agreement as follows: A. Paragraph 8 of Annex 1 (Standard Provisions Applicable to Contributions to the Special Climate Change Fund) shall be amended by deleting it in its entirety and replacing it with the following: “8. Accounting, Reporting and Auditing 8.1 The Trustee shall maintain, for each Program Account, separate records and sub-ledger accounts in respect of the Contributions deposited in and the funds credited to the SCCF, and commitments and disbursements made therefrom. 8.2 For as long as any resources remain in the SCCF, the Trustee shall report to the CEO quarterly on the status of resources in the SCCF, broken down by each Program Account. The Trustee shall also provide the Council with: (i) an annual financial statement with respect to the SCCF; and (ii) semi-annual statements of -2- contributions, commitments, disbursements and fund balance with respect to each Program Account. Such statements will be prepared in United States dollars (“Dollars�). 8.3 The Trustee shall provide to the Council, within six (6) months following the end of each IBRD fiscal year, an annual single audit report, comprising: (i) a management assertion together with an attestation from IBRD’s external auditors concerning the adequacy of internal control over cash-based financial reporting for all cash- based trust funds as a whole; and (ii) a combined financial statement for all cash-based trust funds together with IBRD’s external auditor’s opinion thereon. The cost incurred in connection with such single audit shall be borne by IBRD. 8.4 In addition to 8.3 above, if the Council so request, the Trustee shall cause the annual financial statement with respect to the SCCF referred to in paragraph 8.2 above to be audited by the IBRD’s external auditors in respect of any GEF fiscal year. The Trustee shall forward a copy of such auditors’ report to the Council within six (6) months following the end of the GEF fiscal year. The Trustee may deduct the cost of such audits, including the Trustee’s internal costs in connection with such audits, from the resources of the SCCF, and such deduction shall be applied against each Program Account on a pro rata basis. If such funds are insufficient to cover the cost of such audits, the Donors will pay the Trustee such amount as is required to reimburse the Trustee for the cost of such audits. The Donors shall share the amount of such payment on a pro rata basis based on the actual cumulative contributions made to the SCCF.� B. Paragraph 11 of Annex 1 (Standard Provisions Applicable to Contributions to the Special Climate Change Fund) shall be amended by deleting it in its entirety and replacing it with the following: “11. The Trustee will disclose this Agreement and related information on the SCCF in accordance with the World Bank Policy on Access to Information. By entering into this Agreement, Donors consent to disclosure of this Agreement and related information on the SCCF.� 3. Defined terms used in this Amendment and not defined herein shall have the meanings given to them in the Agreement. 4. All other terms of the Agreement shall remain the same. 5. The Trustee will disclose this Amendment and related information on the SCCF in accordance with the World Bank Policy on Access to Information. By entering -3- into this Amendment, the Donor consents to disclosure of this Amendment and related information on the SCCF. 6. Please confirm your agreement with the foregoing, on behalf of the Donor, by signing, dating, and returning to us the enclosed copy of this Amendment. This Amendment shall become effective as of the date that the last of the then current Donors to SCCF provides to the Trustee its countersignature to its respective amendment to its administration Agreement with the Trustee for the SCCF. Sincerely, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT /s/ Susan McAdams Acting Vice President Concessional Finance and Global Partnerships CONFIRMED AND AGREED: GOVERNMENT OF THE KINGDOM OF DENMARK By: /s/ Margit Thomsen Date: August 23, 2011 Name: Ms. Margit Thomsen Title: Head, Department for Environment and Sustainable Development Ministry of Foreign Affairs