EXHIBIT G(1)(C)
AMENDMENT
Amendment made as of June 6, 2001 to that certain Custody Agreement
dated as of November 5, 1999, as amended, between TD Waterhouse Trust (the
"Fund") and The Bank of New York ("Custodian") (such Custody Agreement
hereinafter referred to as the "Custody Agreement").
W I T N E S S E T H :
WHEREAS, Rule 17f-7 under the Investment Company Act of 1940, as
amended (the "Rule"), was adopted on June 12, 2000 by the Securities and
Exchange Commission;
WHEREAS, the Fund and Custodian desire to amend the Custody Agreement
to conform to the Rule;
NOW, THEREFORE, the Fund and Custodian hereby agree as follows:
1. The following new Article XXI is hereby added to the Custody
Agreement:
FOREIGN DEPOSITORIES
(1) As used in this Article, the term "Foreign Depository" shall mean
each Eligible Securities Depository as defined in Rule 17f-7 under the
Investment Company Act of 1940, as amended (the "Rule"), identified by Custodian
to the Fund from time to time, and their respective successors which similarly
qualify under the Rule. The Custodian shall provide a list of Foreign
Depositories to the Fund and its investment adviser from time to time.
(2) Notwithstanding any other provision in this Agreement, the Fund
hereby acknowledges and agrees that Custodian shall be entitled to presume that,
and shall not be responsible for determining whether, the Fund or its investment
adviser has determined that the custody arrangements of each Foreign Depository
provide reasonable safeguards against the custody risks associated with
maintaining assets with such Foreign Depository within the meaning of the Rule.
(3) With respect to each Foreign Depository, Custodian shall exercise
reasonable care, prudence, and diligence such a person having responsibilities
for the safekeeping of the Fund's assets would exercise (i) to provide the Fund
and its investment adviser with an analysis of the custody risks associated with
maintaining assets with the Foreign Depository, and (ii) to monitor such custody
risks on a continuing basis and promptly notify the Fund and its investment
adviser of any material change in such risks. Consistent with such reasonable
care, prudence and diligence, the Fund acknowledges and agrees, first, that such
analysis and monitoring shall be made on the basis of, and limited by,
information gathered from Subcustodians, trade associations of which Custodian
is a member from time to time, and through publicly available information
otherwise obtained by Custodian, and shall not include any evaluation of Country
Risks, and, second, that information supplied by Custodian with respect to the
status of an institution as a Foreign Depository or utilized by Custodian to
conclude that an in institution is a Foreign Depository shall be limited to
information supplied by such institution without any independent verification,
except to the extent Custodian has received contrary information from
Subcustodians or trade associations of which it is a member, or has otherwise
obtained publicly available information. Custodian will endeavor to include in
its analysis and monitoring, where appropriate among other things, a Foreign
Depository's expertise and market reputation, the quality of its services, its
financial strength, any insurance or indemnification arrangements, the extent
and quality of regulation and independent examination of the depository, its
standing in published ratings, its internal controls and other procedures for
safeguarding investments, and any related legal protections. As used herein the
term "Country Risks" shall mean with respect to any Foreign Depository: (a) the
financial infrastructure of the country in which it is organized, but not of any
Foreign Depository to the extent covered by an analysis described in clause (i)
of this Section, (b) such country's prevailing custody and settlement practices,
(c) nationalization, expropriation or other governmental actions, (d) such
country's regulation of the banking or securities industry, (e) currency
controls, restrictions, devaluations or fluctuations, and (f) market conditions
which affect the orderly execution of securities transactions or affect the
value of securities.
(4) In the event of a conflict between the provisions of this Article
and the provisions of any other Article, the provisions of this Article shall
control.
2. Each party represents to the other that this Amendment has been duly
executed.
3. This Amendment may be executed in any number of counterparts, each
of which shall be deemed to be an original, but such counterparts, shall,
together, constitute only one amendment.
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IN WITNESS WHEREOF, the Fund and Custodian have caused this Amendment
to be executed by their respective officers, thereunto duly authorized, as of
the day and year first above written.
TD WATERHOUSE TRUST
By: /s/ Xxxxxxxxxxx X. Xxxxxx
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Title: Vice President
Tax Identification No:
THE BANK OF NEW YORK
By: /s/ Xxxxxx X. XxXxxx
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Title: Vice President
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