EXHIBIT 99.2
REPORT OF INDEPENDENT ACCOUNTANTS
American Express Travel Related Services Company, Inc.
200 Vesey Street
New York, New York 10285
American Express Centurion Bank
4315 South 2700 West
Salt Lake City, Utah 84184
American Express Receivables Financing Corporation II
200 Vesey Street
New York, New York 10285
and
The Bank of New York
101 Barclay Street, Floor 12E
New York, New York 10286
We have examined American Express Travel Related Services Company, Inc.'s
("TRS") compliance with the terms, covenants, provisions, or conditions of
Articles III and IV and Section 8.08 of the Master Pooling and Servicing
Agreement, dated as of May 16, 1996, as amended by the First Amendment to the
Pooling and Servicing Agreement, dated as of March 30, 2001, as supplemented by
the Series 1999-1, Series 1999-2, Series 1999-3, Series 1999-5, Series 2000-1,
Series 2000-2, Series 2000-3, Series 2000-4, Series 2000-5, Series 2001-1,
Series 2001-2, Series 2001-3, Series 2001-4, Series 2001-5, Series 2001-6,
Series 2001-7, Series 2002-1, Series 2002-2, Series 2002-3, Series 2002-4,
Series 2002-5, Series 2002-6, Series 2003-1, Series 2003-2, Series 2003-3, and
Series 2003-4 Supplements (together the "Agreement"), among the Company, as
Servicer, American Express Receivables Financing Corporation II ("RFCII") and
American Express Centurion Bank ("Centurion"), as Transferors, and The Bank of
New York ("BONY"), as Trustee on behalf of the Certificateholders of the Trust,
insofar as they relate to accounting matters for the year ended December 31,
2003. Management is responsible for TRS' compliance with those requirements. Our
responsibility is to express an opinion on TRS' compliance based on our
examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about TRS' compliance
with those requirements and performing such other procedures as we considered
necessary in the circumstances. We believe that our examination provides a
reasonable basis for our opinion. Our examination does not provide a legal
determination on TRS' compliance with specified requirements.
In our opinion, TRS complied, in all material respects, with the aforementioned
requirements for the year ended December 31, 2003.
This report is intended solely for the information and use of TRS, RFC II,
Centurion, BONY, Moody's Investors Services and Standard & Poor's Corporation
and is not intended to be and should not be used by anyone other than these
specified parties. However, this report is a matter of public record, as a
result of inclusion as an exhibit to the Annual Report on Form 10-K filed by
RFCII on behalf of the Trust, and its distribution is not limited.
/s/ Ernst & Young LLP
March 15, 2004
REPORT OF INDEPENDENT ACCOUNTANTS
American Express Travel Related Services Company, Inc.
200 Vesey Street
New York, New York 10285
American Express Centurion Bank
4315 South 2700 West
Salt Lake City, Utah 84184
American Express Receivables Financing Corporation II
200 Vesey Street
New York, New York 10285
and
The Bank of New York
101 Barclay Street, Floor 12E
New York, New York 10286
We have examined management's assertion that the control policies and procedures
maintained by American Express Travel Related Services Company, Inc. ("TRS"), a
wholly owned subsidiary of American Express Company ("American Express"), over
the functions performed as Servicer of the American Express Credit Account
Master Trust (the "Trust") are effective as of December 31, 2003, in providing
reasonable assurance that Trust assets are safeguarded against loss from
unauthorized use or disposition and that transactions are executed in accordance
with management's authorization in conformity with the Master Pooling and
Servicing Agreement, dated as of May 16, 1996, as amended by the First Amendment
to the Pooling and Servicing Agreement, dated as of March 30, 2001, as
supplemented by the Series' 1999-1, 1999-2, 1999-3, 1999-5, 2000-1, 2000-2,
2000-3, 2000-4, 2000-5, 2001-1, 2001-2, 2001-3, 2001-4, 2001-5, 2001-6, 2001-7,
2002-1, 2002-2, 2002-3, 2002-4, 2002-5, 2002-6, 2003-1, 2003-2, 2003-3 and
2003-4 Supplements (together the "Agreement"), among TRS as Servicer, American
Express Receivables Financing Corporation II ("RFCII") and American Express
Centurion Bank ("Centurion") as Transferors, and The Bank of New York as Trustee
on behalf of the Certificateholders of the Trust, and are recorded properly to
permit the preparation of the required financial reports. This assertion is
included in the accompanying report of management titled, "Report Of Management
On American Express Travel Related Services' Control Policies and Procedures
over the Functions Performed as Servicer of the American Express Credit Account
Master Trust" (the "Report"). Management is responsible for the control policies
and procedures over its functions performed as Servicer of the Trust. Our
responsibility is to express an opinion on the effectiveness of internal control
based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants, and accordingly, included
obtaining an understanding of the internal control policies and procedures over
the functions performed by TRS as Servicer of the Trust, testing and evaluating
the design and operating effectiveness of the control policies and procedures,
and such other procedures as we considered necessary in the circumstances. We
believe that our examination provides a reasonable basis for our opinion.
Because of inherent limitations in any internal control policy and procedure,
misstatements due to errors or fraud may occur and not be detected. Also,
projections of any evaluation of the control policies and procedures over the
functions performed by TRS as Servicer of the Trust to future periods are
subject to the risk that the policies and procedures may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
In our opinion, management's assertion that TRS control policies and procedures
over the functions performed as Servicer of the Trust that are effective, as of
December 31, 2003, in providing reasonable assurance that Trust assets are
safeguarded against loss from unauthorized use or disposition, and that
transactions are executed in accordance with management's authorization in
conformity with the Agreements between TRS as Servicer, Centurion and RFCII as
Transferors, and The Bank of New York as Trustee on behalf of the
Certificateholders of the Trust, and are recorded properly to permit the
preparation of the required financial reports, is fairly stated, in all material
respects, based upon the following criteria specified in management's report:
o Funds collected are appropriately allocated to the Trust in accordance with
the Agreement.
o The addition of Accounts to the Trust is authorized in accordance with the
Agreement.
o The removal of Accounts from the Trust is authorized in accordance with the
Agreement.
o Trust assets amortizing out of the Trust are calculated in accordance with
the Agreement.
o Daily records as specified in the Agreement are maintained and are
available for inspection by the Trustee upon request.
o Monthly Servicer's Certificates are prepared and contain the required
information in accordance with the Agreement.
o Monthly Servicer's Certificates generated pursuant to the Agreement are
materially correct and are derived from and reconcile to the computer
reports which are the source of such amounts contained in the reports.
o On an annual basis, the Servicer will deliver to the Trustee an Annual
Servicer's Certificate.
o The payments to the Trustee are made by the Servicer in accordance with the
Agreement.
/s/ Ernst & Young LLP
March 15, 2004
Report Of Management On American Express Travel Related Services' Control
Policies and Procedures over the Functions Performed as Servicer of the American
Express Credit Account Master Trust
March 15, 2004
American Express Travel Related Services Company, Inc. ("TRS"), which is a
wholly owned subsidiary of American Express Company, is responsible for
establishing and maintaining effective control policies and procedures over the
functions performed as Servicer of the American Express Credit Account Master
Trust (the "Trust"). These control policies and procedures are designed to
provide reasonable assurance to TRS' management and board of directors that
Trust assets are safeguarded against loss from unauthorized use or disposition
and that transactions are executed in conformity with the Master Pooling and
Servicing Agreement, dated as of May 16, 1996, as amended by the First Amendment
to the Pooling and Servicing Agreement, dated as of March 30, 2001, as
supplemented by the Series' 1999-1, 1999-2, 1999-3, 1999-5, 2000-1, 2000-2,
2000-3, 2000-4, 2000-5, 2001-1, 2001-2, 2001-3, 2001-4, 2001-5, 2001-6, 2001-7,
2002-1, 2002-2, 2002-3, 2002-4, 2002-5, 2002-6, 2003-1, 2003-2, 2003-3 and
2003-4 Supplements (together the "Agreement"), among TRS as Servicer, American
Express Receivables Financing Corporation II ("RFCII") and American Express
Centurion Bank ("Centurion") as Transferors, and The Bank of New York as Trustee
on behalf of the Certificateholders of the Trust, and are recorded properly to
permit the preparation of the required financial reports.
Because of inherent limitations in any control, no matter how well designed,
misstatements due to error or fraud may occur and not be detected, including the
possibility of the circumvention or overriding of controls. Accordingly, even
effective controls can provide only reasonable assurance with respect to the
achievement of any objectives of controls. Further, because of changes in
conditions, the effectiveness of controls may vary over time.
TRS has identified the following criteria for effective controls:
o Funds collected are appropriately allocated to the Trust in accordance with
the Agreement.
o The addition of Accounts to the Trust is authorized in accordance with the
Agreement.
o The removal of Accounts from the Trust is authorized in accordance with the
Agreement.
o Trust assets amortizing out of the Trust are calculated in accordance with
the Agreement.
o Daily records as specified in the Agreement are maintained and are
available for inspection by the Trustee upon request.
o Monthly Servicer's Certificates are prepared and contain the required
information in accordance with the Agreement.
o Monthly Servicer's Certificates generated pursuant to the Agreement are
materially correct and are derived from and reconcile to the computer
reports which are the source of such amounts contained in the reports.
o On an annual basis, the Servicer will deliver to the Trustee an Annual
Servicer's Certificate.
o The payments to the Trustee are made by the Servicer in accordance with the
Agreement.
TRS assessed its control policies and procedures over the functions performed as
Servicer of the Trust in relation to these criteria. Based upon this assessment,
TRS believes that, as of December 31, 2003, its control policies and procedures
over the functions performed as Servicer of the Trust are effective in providing
reasonable assurance that Trust assets are safeguarded against loss from
unauthorized use or disposition and the transactions are executed in accordance
with management's authorization in conformity with the Agreement between the TRS
as Servicer, RFCII and Centurion as Transferors, and The Bank of New York as
Trustee on behalf of the Certificateholders of the Trust, and are recorded
properly to permit the preparation of the required financial reports.
American Express Travel Related Services Company, Inc. by:
Date signed: March 24, 2004 /s/ Michael Bender
-------------- -------------------------------
Michael Bender
Vice President -
Global External Reporting
Date signed: March 24, 2004 /s/ Traci L. Memmott
-------------- -------------------------------
Traci L. Memmott
Chief Financial Officer -
American Express Centurion Bank
Date signed: March 24, 2004 /s/ Leslie R. Scharfstein
-------------- -------------------------------
Leslie R. Scharfstein
President -
American Express Receivables
Financing Corporation II