SECOND AMENDMENT TO CUSTODIAN AGREEMENT
AMENDMENT made as of June 7, 2001 to that certain Custodian Agreement
dated as of May 13,1999, as amended by a First Amendment made as of December 1,
2000, between American Express Trust Company ("Customer") and The Bank of New
York ("Custodian") (such Custodian Agreement as previously amended hereinafter
referred to as the "Custodian Agreement").
WITNESSETH:
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, Customer and Custodian desire to amend the Custody Agreement
to conform to the Rule;
NOW, THEREFORE, Customer and Custodian hereby agree as follows:
A. The following new Article 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 Customer from time to time, and their respective successors and
nominees.
2. Notwithstanding any other provision in this Agreement, Customer
hereby represents and warrants, which representations and warranties shall be
continuing and shall be deemed to be reaffirmed upon any delivery of a
Certificate or any giving of Oral Instructions, Instructions, or Written
Instructions, as the case may be, that Customer or the Account's 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 as a person having
responsibilities for the safekeeping of Customer's assets would exercise (i) to
provide Customer or the Account's 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 Customer of any material change in such risks. Consistent with such
reasonable care, prudence and diligence, Customer acknowledges and agrees,
first, that such analysis and monitoring shall be made on the basis of, and
limited by, information gathered from Subcustodians, from trade associations of
which Custodian is a member from time to time, or 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 institution is a Foreign Depository shall be limited to information
supplied by such institution without any independent verification. 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.
B. Each party represents to the other that this Amendment has been
duly executed.
C. 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, Customer 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.
AMERICAN EXPRESS TRUST
COMPANY
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx
Title: Vice President
Tax Identification No:
THE BANK OF NEW YORK
By: /s/ Xxxxxx X. XxXxxx
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Xxxxxx X. XxXxxx
Title: Vice President
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