TD WATERHOUSE TRUST
N-30D, 2000-06-26
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                         |-------------------------------|
                         |              2000             |
                         |-------------------------------|
                         |                               |
                         |        SEMIANNUAL REPORT      |
                         |                               |
                         |   April 30, 2000 (Unaudited)  |
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                         |    TD Waterhouse Dow 30 Fund  |
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                         |                               |
                         |                               |
                         |           [LOGO]              |
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                               TD WATERHOUSE TRUST
                    BOARD OF TRUSTEES AND EXECUTIVE OFFICERS


<S>                                      <C>                                   <C>
TRUSTEES                                                                        EXECUTIVE OFFICERS

George F. Staudter                        Carolyn B. Lewis                      George A. Rio*
Director of Koger Equity, Inc.            President of                          President, Treasurer
Independent Financial Consultant          The CBL Group                         and Chief Financial Officer

Richard W. Dalrymple                      Lawrence J. Toal                      Christopher J. Kelley*
President of Teamwork Mgmt., Inc.         Chairman/President/CEO of             Vice President and Secretary
                                          Dime Bancorp, Inc.
*Affiliated person of the Distributor



                      TD WATERHOUSE ASSET MANAGEMENT, INC.
                     BOARD OF DIRECTORS AND SENIOR OFFICERS


DIRECTORS

Lawrence M. Waterhouse, Jr.               Frank J. Petrilli                     Richard H. Neiman
Chairman                                  Chairman, President and               Executive Vice President,
TD Waterhouse Holdings, Inc.              Chief Executive Officer               General Counsel and Secretary


SENIOR OFFICERS
David A. Hartman                          B. Kevin Sterns                       Michele R. Teichner
Senior Vice President                     Executive Vice President              Senior Vice President
Chief Investment Officer                  Chief Financial Officer & Treasurer   Compliance, Operations
                                                                                & Administration

                                SERVICE PROVIDERS

         INVESTMENT MANAGER                       TRANSFER AGENT                    INDEPENDENT AUDITORS
 TD Waterhouse Asset Management, Inc.     National Investor Services Corp.             Ernst & Young LLP
           100 Wall Street                        55 Water Street                    787 Seventh Avenue
         New York, NY 10005                     New York, NY 10041                   New York, NY 10019

           ADMINISTRATOR &                           CUSTODIAN                          LEGAL COUNSEL
        SHAREHOLDER SERVICING                  The Bank of New York                Swidler Berlin Shereff
TD Waterhouse Investor Services, Inc.            100 Church Street                      Friedman, LLP
           100 Wall Street                      New York, NY 10286                  405 Lexington Avenue
         New York, NY 10005                                                          New York, NY 10174
     Customer Service Department                    DISTRIBUTOR
           1-800-934-4448                     Funds Distributor, Inc.           INDEPENDENT TRUSTEES COUNSEL
                                                  60 State Street                  Willkie Farr & Gallagher
                                                 Boston, MA 02109                   153 East 53rd Street
                                                                                     New York, NY 10022
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                            TD WATERHOUSE DOW 30 FUND


DEAR SHAREHOLDER:
--------------------------------------------------------------------------------

We are pleased to provide you with the  semiannual  report for the TD Waterhouse
Dow 30 Fund (the "Fund") for the six month  period  ended April 30, 2000.  Total
net  assets  were  approximately  $180  million  as of April 30,  2000.  Despite
significant  volatility  in the latter  half of this six month  period,  the Dow
Jones Industrial AverageSM ("DJIA"SM) ended nearly unchanged, starting at 10,730
on October 31, 1999 and  finishing at 10,734 on April 30, 2000.  The DJIA peaked
at 11,722 in  mid-January  before  hitting a low of 9,796 in early March.  Since
this bottom,  the DJIA has rebounded but has experienced a substantial degree of
instability,  along with other major market  indices.  On a total return  basis,
which  includes  reinvested  dividends,  the six month  return  for the DJIA was
+0.76%.  Your  Fund had a total  return  for the same  period of  +0.60%,  after
expenses. Since the investment objective of the Fund is to match the performance
of the DJIA before Fund expenses, we are pleased with these results. As with any
investment,  past  performance is no guarantee of future results and there is no
guarantee that the Fund's  investment  objective will be achieved in the future.
We will continue to work diligently seeking to achieve the objective of the Fund
and to provide our shareholders  with an investment  vehicle designed to closely
emulate the performance of the DJIA.

                                [GRAPHIC OMITTED]

   In the printed version of the document, a line graph appears which depicts
the following plot points:

<TABLE>
<CAPTION>
<S>           <C>         <C>         <C>         <C>         <C>          <C>           <C>
                 3/30/98     4/30/98     5/31/98     6/30/98     7/31/98      8/31/98       9/30/98
Dow 30 Fund   $10,000.00  $10,328.48  $10,170.18  $10,245.24  $10,171.23   $ 8,652.88    $ 9,014.46
DIJA Index    $10,000.00  $10,324.82  $10,162.94  $10,234.98  $10,161.24   $ 8,646.34    $ 9,008.32

                10/31/98    11/30/98    12/31/98     1/31/99     2/28/99      3/31/99       4/30/99
Dow 30 Fund    $9,879.56  $10,507.42  $10,594.84  $10,803.44  $10,767.91  $ 11,336.26    $12,500.03
DIJA Index     $9,874.30  $10,503.96  $10,592.72  $10,802.14  $10,768.08  $ 11,338.80    $12,505.09

                 5/31/99     6/30/99     7/31/99     8/31/99     9/30/99     10/31/99      11/30/99
Dow 30 Fund   $12,255.08  $12,747.73  $12,384.68  $12,614.08  $12,052.36  $ 12,517.46    $12,709.43
DIJA Index    $12,267.22  $12,759.93  $12,399.21  $12,631.30  $12,072.40  $ 12,537.48    $12,734.36


                12/31/99     1/31/00     2/29/00      3/31/00       4/30/00
Dow 30 Fund   $13,438.66  $12,790.28  $11,857.76  $ 12,804.64    $12,587.58
DIJA Index    $13,474.72  $12,827.23  $11,897.54  $ 12,844.39    $12,630.85



</TABLE>

           ----------------------------------------------------------
           | Dow 30 Fund Average Annual Total Return as of 4/30/00:  |
           |                     One Year: 0.76%                     |
           |            Since Inception (3/30/98): 11.72%            |
           ----------------------------------------------------------




Note:  Performance  data  quoted  represents  past  performance.   As  with  all
       investments,  past  performance  is no guarantee of future  results.  The
       return is based on a constant investment throughout the period,  includes
       reinvestment  of dividends and reflects a net return to the  shareholders
       after all expenses,  inclusive of fee waivers.  Without this waiver,  the
       Fund's total return would have been lower. The returns shown for the DJIA
       reflect the  reinvestment of dividends,  but do not include any expenses,
       since an index has none.  It is not  possible to invest in an index.  The
       investment  return and principal value of an investment will fluctuate so
       that an investor's shares, when redeemed,  may be worth more or less than
       their original cost.

The price  performance  of each of the DJIA stocks  during the six months  ended
April 30, 2000 is shown in the chart on the  following  page.  As can be seen in
the chart,  there was an  unusually  wide  disparity  in  performance  among the
individual stocks. During the period, Home Depot executed a 3-for-2 stock split.

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<CAPTION>
-------------------------------------------------------------------------------------------------------------------
Price                                                Price
Appreciation*  DJIA Component                        Appreciation*        DJIA Component
-------------------------------------------------------------------------------------------------------------------
<S>            <C>                                    <C>                 <C>
82.3%          Hewlett-Packard Co.                   -2.6%                American Express Co.
-------------------------------------------------------------------------------------------------------------------
64.2%          The Walt Disney Co.                   -7.6%                McDonald's Corp.
-------------------------------------------------------------------------------------------------------------------
63.8%          Intel Corp.                           -9.0%                Minnesota Mining & Mfg Co.
-------------------------------------------------------------------------------------------------------------------
33.3%          General Motors Corp.                 -12.6%                Merck & Co., Inc.
-------------------------------------------------------------------------------------------------------------------
16.0%          General Electric Co.                 -13.2%                Philip Morris Cos. Inc.
-------------------------------------------------------------------------------------------------------------------
13.5%          Int'l Business Machines Corp.        -13.8%                The Boeing Co.
-------------------------------------------------------------------------------------------------------------------
11.4%          Home Depot Inc.                      -14.0%                SBC Communications Inc.
-------------------------------------------------------------------------------------------------------------------
9.8%           Citigroup Inc.                       -18.9%                Eastman Kodak Co.
-------------------------------------------------------------------------------------------------------------------
6.8%           Alcoa Inc.                           -20.2%                The Coca-Cola Company
-------------------------------------------------------------------------------------------------------------------
4.9%           Exxon Mobil Corp.                    -21.2%                Johnson & Johnson
-------------------------------------------------------------------------------------------------------------------
2.8%           United Technologies Corp.            -24.6%                Microsoft Corp.
-------------------------------------------------------------------------------------------------------------------
-0.1%          AT&T Corp.                           -26.4%                E.I. du Pont de Nemours and Co.
-------------------------------------------------------------------------------------------------------------------
-1.6%          Honeywell International              -28.6%                Caterpillar Inc.
-------------------------------------------------------------------------------------------------------------------
-1.9%          J.P. Morgan & Co., Inc.              -30.2%                International Paper Co.
-------------------------------------------------------------------------------------------------------------------
-2.3%          Wal-Mart Stores, Inc.                -43.1%                The Proctor & Gamble Co.
-------------------------------------------------------------------------------------------------------------------
</TABLE>
(C) 2000 Dow Jones & Company

Notes:  *Percentages  reflect each stock's price  appreciation only. They do not
        include  reinvested  dividends.  The  stocks  are  listed  from the best
        performer  to  the  worst  over  the  most  recent  six  month   period.
        Performance quoted represents past performance and is not a guarantee of
        future results.

The U.S.  stock  market's  performance  over the Fund's most  recent  semiannual
period was marked by strong volatility. Investor sentiment was influenced by the
debate on "New Economy"  versus "Old Economy"  stocks as well as a renewed focus
on stock  valuations  relative to companies'  earnings.  Another critical factor
influencing the market was continued worry about rising interest rates resulting
from the Federal Reserve Open Market Committee's  ("Federal Reserve") attempt to
prevent the rise of inflation from an overheating  domestic  economy.  While the
U.S.  economy  expanded  at a strong pace over the last two  calendar  quarters,
growing at annualized rates of 7.3% and 5.4%  respectively,  the continuation of
this  exceptionally  strong  growth  may be  doubtful  in the face of  continued
interest rate hikes. The impact of the Federal Reserve's interest rate increases
on corporate earnings, stock prices, economic growth and inflation are uncertain
at this point in time.

Looking forward to the next twelve months, the market's direction will likely be
primarily affected by interest rates,  inflationary  trends,  corporate profits,
and  money   investment   flows.  In  light  of  today's   economic  and  market
environments,  we believe the overall quality and underlying  financial strength
of the companies  comprising the DJIA can provide a solid investment  foundation
for our shareholders' investments in the Fund.

We  welcome  additional  investments  into the  Fund,  and  provide  a number of
attractive  ways to invest or add to  current  positions.  The  minimum  initial
investment is $1,000 and $100 for subsequent purchases,  although these minimums
may be waived for existing customers of TD Waterhouse  Investor  Services,  Inc.
("TD  Waterhouse").  For TD  Waterhouse  IRA  accounts,  there are no minimum or
subsequent investment requirements. A periodic investment plan is also available
which requires a minimum  investment of $100 monthly or $300 quarterly.  Keep in
mind, however,  that periodic investing neither guarantees a profit nor protects
against a loss in a declining  market.  You may contact TD  Waterhouse's  mutual
funds service  department at 1-800-457-6516 or your local branch office for more
information.

Sincerely,

/s/Frank J. Petrilli

Frank J. Petrilli
President and Chief Operating Officer
TD Waterhouse Group, Inc.
June 8, 2000

An investment in the Fund is neither  FDIC-insured  nor  guaranteed by the U. S.
Government  and is not a deposit  or  obligation  guaranteed  by any bank and is
subject to investment  risk,  including  possible  loss of the principal  amount
invested.

Distributor: Funds Distributor, Inc.
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                         --------------------------------
                                TABLE OF CONTENTS
                         --------------------------------




                  Schedule of Investments                          6


                  Statement of Assets and Liabilities              7


                  Statement of Operations                          8


                  Statement of Changes in Net Assets               9


                  Financial Highlights                             10


                  Notes to Financial Statements                    11






















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                            TD WATERHOUSE DOW 30 FUND


                             SCHEDULE OF INVESTMENTS
                                 April 30, 2000
                                   (Unaudited)


                                                      NUMBER OF
                                                        SHARES          VALUE
--------------------------------------------------------------------------------

     COMMON STOCKS
     Alcoa Inc.                                        82,877     $  5,376,645
     American Express Co.                              82,877       12,436,730
     AT&T Corp.                                        82,877        3,869,320
     The Boeing Co.                                    82,877        3,289,181
     Caterpillar Inc.                                  82,877        3,268,462
     Citigroup Inc.                                    82,877        4,926,002
     The Coca-Cola Company                             82,877        3,900,399
     E.I. du Pont de Nemours and Co.                   82,877        3,931,478
     Eastman Kodak Co.                                 82,877        4,635,932
     Exxon Mobil Corp.                                 82,877        6,438,507
     General Electric Co.                              82,877       13,032,408
     General Motors Corp.                              82,877        7,759,359
     Hewlett-Packard Co.                               82,877       11,188,395
     Home Depot Inc.                                   82,877        4,646,292
     Honeywell International                           82,877        4,641,112
     Intel Corp.                                       82,877       10,509,839
     International Business Machines Corp.             82,877        9,251,145
     International Paper Co.                           82,877        3,045,730
     J.P. Morgan & Co., Inc.                           82,877       10,639,335
     Johnson & Johnson                                 82,877        6,837,352
     McDonald's Corp.                                  82,877        3,159,686
     Merck & Co., Inc.                                 82,877        5,759,952
     Microsoft Corp.(A)                                82,877        5,780,671
     Minnesota Mining & Manufacturing Co.              82,877        7,168,861
     Philip Morris Cos. Inc.                           82,877        1,812,934
     The Proctor & Gamble Co.                          82,877        4,941,541
     SBC Communications Inc.                           82,877        3,631,049
     United Technologies Corp.                         82,877        5,153,913
     Wal-Mart Stores, Inc.                             82,877        4,589,314
     The Walt Disney Co.                               82,877        3,589,610
                                                                   -----------

     TOTAL COMMON STOCKS (cost $165,277,189)--99.5%                179,211,153
                                                                   -----------

     OTHER (cost $1,323,971)--0.8%
     DiamondsSM Trust, Series 1                        12,558        1,349,200
                                                                   -----------

     TOTAL INVESTMENTS (cost $166,601,160)--100.3%                 180,560,353

     OTHER ASSETS AND LIABILITIES, NET--(0.3%)                        (453,135)
                                                                   -----------

     NET ASSETS--100.0%                                           $180,107,218
                                                                  ============


     (A)  Non-income producing security







             PLEASE SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


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                            TD WATERHOUSE DOW 30 FUND


                       STATEMENT OF ASSETS AND LIABILITIES
                                 April 30, 2000
                                   (Unaudited)


<S>                                                                               <C>
ASSETS
    Investments in securities, at value (cost $166,601,160)                       $180,560,353
    Dividends receivable                                                               113,731
    Receivable for capital shares sold                                                 187,180
    Receivable for investment securities sold                                          632,577
    Receivable from Investment Manager & affiliates (Note 3)                            29,936
    Other assets                                                                         2,058
                                                                                 -------------
             TOTAL ASSETS                                                          181,525,835

LIABILITIES
    Bank overdraft                                                                   1,052,331
    Payable for investment securities purchased                                          1,842
    Payable for capital shares redeemed                                                322,274
    Other accrued expenses                                                              42,170
                                                                                 -------------
             TOTAL LIABILITIES                                                       1,418,617
                                                                                 -------------

NET ASSETS                                                                        $180,107,218
                                                                                 =============
    Net assets consist of:
    Paid-in capital                                                               $163,270,202
    Undistributed net investment income                                                    322
    Accumulated net realized gains from security transactions                        2,877,501
    Net unrealized appreciation on investments                                      13,959,193
                                                                                 -------------
    Net assets, at value                                                          $180,107,218
                                                                                 =============


    Shares of beneficial interest outstanding                                       16,784,519
                                                                                 =============


    Net asset value, redemption price and offering price per share (Note 2)       $      10.73
                                                                                 =============










             PLEASE SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


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                                   TD WATERHOUSE DOW 30 FUND


                                    STATEMENT OF OPERATIONS
                            For the Six Months Ended April 30, 2000
                                          (Unaudited)



<S>                                                                               <C>
INVESTMENT INCOME
    Dividend income                                                               $  1,305,340
    Interest income                                                                      4,026
                                                                                  ------------

    TOTAL INVESTMENT INCOME                                                          1,309,366
                                                                                  ------------

EXPENSES
    Shareholder servicing fees (Note 3)                                                226,376
    Investment management fees (Note 3)                                                181,100
    Transfer agent fees (Note 3)                                                        45,276
    Shareholder reports and mailing                                                     71,077
    Custody fees (Note 2)                                                               39,113
    Registration fees                                                                   35,193
    Trustees' fees and expenses                                                         14,667
    Professional fees                                                                   12,808
    Other expenses                                                                      12,352
                                                                                  ------------
    TOTAL EXPENSES                                                                     637,962

Fees waived/expenses reimbursed by the Investment Manager
    and its affiliates (Note 3)                                                       (411,589)
                                                                                  ------------
    NET EXPENSES                                                                       226,373
                                                                                  ------------

    NET INVESTMENT INCOME                                                            1,082,993
                                                                                  ------------

REALIZED AND UNREALIZED GAINS ON INVESTMENTS
    Net realized gains from security transactions                                    3,460,090
    Net change in unrealized appreciation/depreciation on investments               (3,185,406)
                                                                                  ------------

NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS                                       274,684
                                                                                  ------------

NET INCREASE IN NET ASSETS FROM OPERATIONS                                        $  1,357,677
                                                                                  ============











             PLEASE SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


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                                                      TD WATERHOUSE DOW 30 FUND

                                                 STATEMENT OF CHANGES IN NET ASSETS



                                                                           Six Months
                                                                              Ended                       Year
                                                                            April 30,                     Ended
                                                                              2000                     October 31,
                                                                           (Unaudited)                    1999
<S>                                                                    <C>                          <C>
OPERATIONS:
   Net investment income                                               $    1,082,993               $    1,622,456
   Net realized gains from security transactions                            3,460,090                    2,545,555
   Net change in unrealized appreciation/depreciation on investments       (3,185,406)                  17,310,316
                                                                       --------------                -------------
Net increase in net assets from operations                                  1,357,677                   21,478,327
                                                                       --------------                -------------

DISTRIBUTIONS TO SHAREHOLDERS:
   From net investment income                                              (1,082,671)                  (1,622,456)
   From net realized gains on security transactions                        (3,057,262)                          --
   In excess of net investment income                                              --                       (2,724)
                                                                       --------------                -------------
Total distributions to shareholders                                        (4,139,933)                  (1,625,180)
                                                                       --------------                -------------


CAPITAL SHARE TRANSACTIONS:
   Proceeds from shares sold                                               69,667,666                  155,677,326
   Shares issued in reinvestment of dividends                               4,139,933                    1,625,180
   Payments for shares redeemed                                           (66,229,570)                 (64,055,262)
                                                                       --------------                -------------
Net increase in net assets from capital share transactions                  7,578,029                   93,247,244
                                                                       --------------                -------------

TOTAL INCREASE IN NET ASSETS                                                4,795,773                  113,100,391

NET ASSETS:
   Beginning of period                                                    175,311,445                   62,211,054
                                                                       --------------                -------------
   End of period                                                         $180,107,218                 $175,311,445
                                                                       ==============                =============

Undistributed net investment income                                 $             322            $              --
                                                                       ==============                =============


CAPITAL STOCK TRANSACTIONS:
   Shares sold                                                              6,431,732                   15,233,177
   Shares issued for dividends reinvested                                     382,177                      159,759
   Shares redeemed                                                         (6,370,240)                  (6,294,226)
                                                                       --------------                -------------
   Net increase in shares outstanding                                         443,669                    9,098,710
                                                                       ==============                =============










                                       PLEASE SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


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                                                      TD WATERHOUSE DOW 30 FUND

                                                        FINANCIAL HIGHLIGHTS

Contained  below  is  per  share  operating  performance  data  for a  share  of beneficial interest outstanding,  total investment
return, ratios to average net assets and other  supplemental data for each period indicated.  This information has been derived from
the Fund's financial statements.

                                                                  Six Months
                                                                     Ended                 Year                 Period
                                                                   April 30,               Ended                 Ended
                                                                     2000               October 31,           October 31,
                                                                  (Unaudited)              1999                  1998*

<S>                                                            <C>                    <C>                   <C>
       PER SHARE OPERATING PERFORMANCE
         Net asset value, beginning of period                  $        10.73         $          8.59       $         8.78
                                                               --------------        -----------------      --------------

       INVESTMENT OPERATIONS
         Net investment income                                           0.06                    0.14                 0.08
         Net realized and unrealized gains (losses)
           on investments                                                0.19                    2.14                (0.19)
                                                               --------------        -----------------      --------------

       TOTAL FROM INVESTMENT OPERATIONS                                  0.25                    2.28                (0.11)
                                                               --------------        -----------------      --------------

       DISTRIBUTIONS TO SHAREHOLDERS
         Distributions from net investment income                       (0.06)                  (0.14)               (0.08)
         Distributions from capital gains                               (0.19)                     --                   --
                                                               --------------        -----------------      --------------

         TOTAL DISTRIBUTIONS                                            (0.25)                  (0.14)               (0.08)

       Net asset value, end of period                          $        10.73          $        10.73        $        8.59
                                                               ==============        =================      ==============

       RATIOS
         Ratio of net expenses to average net assets                 0.25%(A)                    0.25%             0.25%(A)
         Ratio of net investment income to
           average net assets                                        1.20%(A)                    1.37%             1.48%(A)
         Decrease reflected in above expense ratio
           due to waivers/reimbursements by the
           Investment Manager and its affiliates (Note 3)            0.46%(A)                    0.43%             0.55%(A)

       SUPPLEMENTAL DATA
         Portfolio turnover rate                                       26%(A)                      47%                8%(A)

         Total investment return                                     0.60%(B)                26.72%(B)           (1.19%)(B)

         Net assets, end of period                             $  180,107,218          $   175,311,445       $  62,211,054
                                                              ===============        =================      ==============

         Average net assets                                    $  181,954,112          $   118,399,466       $  28,460,853
                                                              ===============        =================      ==============


<FN>
* The Fund commenced operations on March 31, 1998.
(A) Annualized.
(B)  Total investment return is calculated  assuming a purchase of shares on the
     first day and a sale on the last day of the period  reported  and  includes
     reinvestment of dividends.
</FN>

                                       PLEASE SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

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                            TD WATERHOUSE DOW 30 FUND


                          NOTES TO FINANCIAL STATEMENTS
               FOR THE SIX MONTHS ENDED APRIL 30, 2000 (UNAUDITED)


NOTE 1 -- ORGANIZATION

TD Waterhouse Trust (the "Trust") was organized as a Delaware  business trust on
August 6, 1999.  The Trust is  registered as an open-end  management  investment
company with the Securities and Exchange Commission under the Investment Company
Act of 1940, as amended (the "Act").  Shares of beneficial interest of the Trust
are  registered  under the  Securities  Act of 1933, as amended.  The investment
objective  of the Fund is to seek to track  the  total  return  of the Dow Jones
Industrial Average before Fund expenses.  The Fund commenced operations on March
31,  1998  and  became  part  of  the  Trust  on  November  5,  1999.  It  is  a
non-diversified portfolio.

NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the Fund's significant accounting policies:

Share Valuation -- The net asset value per share of the Fund is calculated daily
by  dividing  the total value of the Fund's  assets,  less  liabilities,  by the
number of shares outstanding.  The offering price and redemption price per share
are equal to the net asset value per share.

Securities  Valuation -- The Fund's  portfolio  securities  are valued as of the
close  of  business  of the  regular  session  of the New  York  Stock  Exchange
(normally 4:00 p.m., Eastern Time). Securities which are traded over-the-counter
are valued at the last sales price, if available,  otherwise, at the last quoted
bid price.  Securities traded on a national stock exchange are valued based upon
the closing price on the principal exchange where the security is traded.

Repurchase  Agreements  -- The Fund may enter into  repurchase  agreements  with
financial  institutions,  deemed to be  creditworthy  by the  Fund's  Investment
Manager,  subject  to the  seller's  agreement  to  repurchase  and  the  Fund's
agreement to resell such securities at a mutually agreed upon price.  Securities
purchased  subject  to  repurchase  agreements  are  deposited  with the  Fund's
custodian and, pursuant to the terms of the repurchase  agreement,  must have an
aggregate  market  value  greater  than or equal to the  repurchase  price  plus
accrued  interest at all times. If the value of the underlying  securities falls
below the value of the  repurchase  price plus accrued  interest,  the Fund will
require the seller to deposit additional collateral by the next business day. If
the request for additional  collateral is not met, or the seller defaults on its
repurchase  obligation,  the Fund  maintains  the  right to sell the  underlying
securities at market value and may claim any resulting loss against the seller.

Investment  Income -- Interest  income is accrued as earned.  Dividend income is
recorded on the ex-dividend date. Under the terms of the custody agreement,  the
Fund  receives net earnings  credits  based on available  cash  balances left on
deposit. Income earned under this arrangement is included in interest income.

Distributions to Shareholders -- Dividends  arising from net investment  income,
if any, are declared  daily and paid monthly.  Net realized  short-term  capital
gains,  if any, may be  distributed  during the year and net realized  long-term
capital  gains,  if any,  are  distributed  at  least  once  each  year.  Income
distributions  and capital gain  distributions are determined in accordance with
income tax regulations.

Securities  Transactions  --  Securities  transactions  are accounted for on the
trade date. Realized gain and loss from securities  transactions are recorded on
a specific identification basis.

Expenses -- Expenses directly attributable to the Fund are charged to the Fund's
operations.

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                                                                              11
<PAGE>

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                            TD WATERHOUSE DOW 30 FUND


                          NOTES TO FINANCIAL STATEMENTS
               FOR THE SIX MONTHS ENDED APRIL 30, 2000 (UNAUDITED)
                                   (CONTINUED)


Use of Estimates -- The Fund's  financial  statements are prepared in accordance
with  generally  accepted  accounting  principles,  which may require the use of
management  estimates and  assumptions.  Actual  results could differ from these
estimates.

Federal  Income  Taxes -- It is the  Fund's  policy to comply  with the  special
provisions  of the  Internal  Revenue Code  available  to  regulated  investment
companies.  As  provided  therein,  in any  fiscal  year in  which  the  Fund so
qualifies, and distributes at least 90% of its taxable net income, the Fund (not
the  shareholders)  will  be  relieved  of  federal  income  tax on  the  income
distributed. Accordingly, no provision for income taxes has been made.

In  order  to  avoid  imposition  of the  excise  tax  applicable  to  regulated
investment companies, it is also the Fund's intention to declare as dividends in
each calendar year at least 98% of its net investment  income (earned during the
calendar  year) and 98% of its net realized  capital  gains  (earned  during the
twelve months ended October 31) plus undistributed amounts from prior years.


NOTE 3 -- INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES
          OF THE INVESTMENT MANAGER

Under the terms of an Investment  Management  Agreement with TD Waterhouse Asset
Management,  Inc. (the "Investment Manager"), a majority-owned subsidiary of The
Toronto-Dominion  Bank, for the investment  management services furnished to the
Fund, the Fund pays the Investment Manager an annual investment  management fee,
equal to .20 of 1% of the average daily net assets of the Fund.  The  Investment
Manager  currently  anticipates  that it will limit the Fund's  overall  expense
ratio to no more than 0.25% on an annual basis;  however,  effective  January 1,
2000 the  investment  manager may limit  expenses on an annual  basis to no more
than 0.45%.  All expense  limitations  are  voluntary.  For the six months ended
April 30,  2000,  the  Investment  Manager  voluntarily  waived  $164,636 of its
investment management fee.

TD Waterhouse Investor Securities,  Inc. ("TD Waterhouse"),  an affiliate of the
Investment  Manager,  has been  retained  under an  Administration  Agreement to
perform  certain  administrative  services for the Fund. For the  administrative
services  rendered to the Fund,  the  Investment  Manager (not the Fund) pays TD
Waterhouse  a monthly fee at an annual  rate of .10 of 1% of the Fund's  average
daily net assets.

TD  Waterhouse  has been  retained  under a  Shareholder  Services  Agreement to
perform certain  shareholder  services  necessary for the operation of the Fund.
The  shareholder  service plan adopted by the Fund provides that the Fund pay TD
Waterhouse,  a monthly fee at an annual rate of up to .25 of 1% of average daily
net assets.  For the six months ended April 30, 2000, TD Waterhouse  voluntarily
waived $205,795 of its shareholder servicing fee for the Fund.

The Fund has  entered  into a Transfer  Agency and  Dividend  Disbursing  Agency
Agreement with National  Investor  Services Corp.  (the  "Transfer  Agent"),  an
affiliate of the Investment Manager, to perform transfer and dividend disbursing
agency-related  services.  For such services, the Fund pays the Transfer Agent a
monthly fee at an annual rate of .05 of 1% of average daily net assets.  For the
six months ended April 30, 2000, the Transfer Agent  voluntarily  waived $41,159
of its transfer agent fee for the Fund.


--------------------------------------------------------------------------------
12


<PAGE>

--------------------------------------------------------------------------------


                            TD WATERHOUSE DOW 30 FUND


                          NOTES TO FINANCIAL STATEMENTS
               FOR THE SIX MONTHS ENDED APRIL 30, 2000 (UNAUDITED)
                                   (CONTINUED)


Each  Trustee  who is not an  "interested  person"  ("independent  Trustee")  as
defined  in the  Act,  who  serves  on the  Board  of  Trustees  of one or  more
portfolios in the "Fund Complex" (which includes the Trust, TD Waterhouse Family
of Funds, Inc. and National Investors Cash Management Fund, Inc.) receives:

1.   a base annual retainer of $12,000, payable quarterly;
2.   a  supplemental  annual  retainer  of  $5,000,  if  serving on the Board of
     Trustees/Directors of more than one company in the Fund Complex, and
3.   a meeting fee of $2,000 for each meeting attended.

Compensation  is  allocated  between  the  companies  and among  the  respective
portfolios.

The Fund placed all of its portfolio transactions with TD Waterhouse. There were
no commissions paid to TD Waterhouse for the six months ended April 30, 2000.


NOTE 4 - INVESTMENT TRANSACTIONS

Purchases and proceeds from sales and maturities of investment securities, other
than   short-term   investments,   amounted  to  $27,975,743   and   $23,214,327
respectively, for the six months ended April 30, 2000.

The  cost  of  portfolio   investments  for  Federal  income  tax  purposes  was
$166,601,160 as of April 30, 2000. Accordingly,  net unrealized appreciation for
Federal income tax purposes  aggregated  $13,959,193,  consisting of $29,159,523
gross unrealized appreciation and $15,200,330 gross unrealized depreciation.





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|    This report has been prepared for  shareholders and may be distributed    |
|    to others only if preceded or accompanied by a current prospectus.        |
--------------------------------------------------------------------------------


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