[Letterhead of Ernst & Young LLP]
Report of Independent Auditors
To the Shareholders and Board of Trustees of
TD Waterhouse Trust
In planning and performing our audit of the financial statements of TD
Waterhouse Dow 30 Fund (one of the funds comprising TD Waterhouse Trust) for the
year ended October 31, 2000, we considered its internal control, including
control activities for safeguarding securities, to determine our auditing
procedures for the purpose of expressing our opinion on the financial statements
and to comply with the requirements of Form N-SAR, and not to provide assurance
on internal control.
The management of TD Waterhouse Trust is responsible for establishing and
maintaining internal control. In fulfilling this responsibility, estimates and
judgments by management are required to assess the expected benefits and related
costs of control. Generally, internal controls that are relevant to an audit
pertain to the entity's objective of preparing financial statements for external
purposes that are fairly presented in conformity with generally accepted
accounting principles. Those internal controls include the safeguarding of
assets against unauthorized acquisition, use or disposition.
Because of inherent limitations in internal control, misstatements due to errors
or fraud may occur and not be detected. Also, projections of any evaluation of
internal control to future periods are subject to the risk that internal control
may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Our consideration of internal control would not necessarily disclose all matters
in internal control that might be material weaknesses under standards
established by the American Institute of Certified Public Accountants. A
material weakness is a condition in which the design or operation of one or more
of the specific internal control components does not reduce to a relatively low
level the risk that errors or fraud in amounts that would be material in
relation to the financial statements being audited may occur and not be detected
within a timely period by employees in the normal course of performing their
assigned functions. However, we noted no matters involving internal control,
including control activities for safeguarding securities, and its operation that
we consider to be material weaknesses as defined above at October 31, 2000.
This report is intended solely for the information and use of the Board of
Trustees and management of TD Waterhouse Trust, and the Securities and Exchange
Commission and is not intended to be and should not be used by anyone other than
these specified parties.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
December 1, 2000
