As filed with the Securities and Exchange Commission on December 23, 1999
1933 Act Registration No. 33-96132
1940 Act Registration No. 811-9086
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 9 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 11 [X]
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TD WATERHOUSE FAMILY OF FUNDS, INC.
(FORMERLY KNOWN AS WATERHOUSE INVESTORS FAMILY OF FUNDS, INC.)
(Exact Name of Registrant as Specified in Charter)
100 WALL STREET, NEW YORK, NEW YORK 10005
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
(212) 806-3500
GEORGE A. RIO, PRESIDENT
TD WATERHOUSE FAMILY OF FUNDS, INC.
60 STATE STREET, SUITE 1300, BOSTON, MASSACHUSETTS 02109
(Name and Address of Agent for Service)
Copies of communications to:
Margery K. Neale, Esq.
Swidler Berlin Shereff Friedman, LLP
405 Lexington Avenue
New York, New York 10174
It is proposed that this filing will become effective:
[X] Immediately upon filing pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a) (1)
[ ] On (date) pursuant to paragraph (b)
[ ] On (date) pursuant to paragraph (a) (1)
[ ] 75 days after filing pursuant to paragraph (a) (2)
[ ] On (date) pursuant to paragraph (a) (2) of rule 485
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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TD WATERHOUSE
FAMILY OF FUNDS, INC.
Three money market portfolios to choose from:
MONEY MARKET
U.S. GOVERNMENT
MUNICIPAL
PROSPECTUS
[TD Waterhouse logo]
December 23, 1999
As with any mutual fund, the Securities and Exchange Commission (SEC) has not
approved or disapproved any Portfolio's shares or determined whether this
prospectus is adequate or complete. Any representation to the contrary is a
criminal offense.
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[inside front cover]
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TD WATERHOUSE FAMILY OF FUNDS, INC.
TABLE OF CONTENTS
RISK AND RETURN SUMMARY........................................................4
Investment Objective...........................................................4
Investment Strategies..........................................................4
Principal Risks................................................................5
Who May Want to Invest.........................................................5
Past Performance...............................................................6
Expenses.......................................................................7
HOW TO BUY AND SELL SHARES.....................................................8
How to Buy Shares..............................................................9
How to Sell Shares............................................................10
How to Exchange Between Portfolios............................................11
Telephone Transactions........................................................11
SHAREHOLDER INFORMATION.......................................................12
Pricing Your Shares...........................................................12
Dividends.....................................................................12
Taxes.........................................................................12
Statements to Shareholders....................................................13
Year 2000 Information.........................................................14
PORTFOLIO MANAGEMENT..........................................................14
Investment Manager............................................................14
Administrator.................................................................14
Distributor...................................................................15
Shareholder Servicing.........................................................15
FINANCIAL HIGHLIGHTS..........................................................15
FOR MORE INFORMATION..................................................Back cover
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TD WATERHOUSE FAMILY OF FUNDS, INC.
RISK AND RETURN SUMMARY
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INVESTMENT OBJECTIVE
Each Portfolio seeks maximum current income to the extent consistent with
liquidity and preservation of capital and a stable price of $1.00 per share.
There is no guarantee that any Portfolio will be able to maintain a stable share
price.
INVESTMENT STRATEGIES
Each Portfolio is a no-load money market fund. Each Portfolio invests in high
quality money market securities that the investment manager believes present
minimal credit risk.
Generally, money market securities are short-term debt obligations issued by
banks, corporations or governments. Money market securities may be backed by
loans, receivables or other assets or may be unsecured, and may include
repurchase agreements. In a repurchase agreement, a Portfolio acquires ownership
of a security from a financial institution that agrees to repurchase the
security later at a time and price that determine the yield during the
Portfolio's holding period. Particular types of money market securities are
described in the Portfolios' Statement of Additional Information.
The MONEY MARKET PORTFOLIO has the flexibility to invest in a broad range of
high quality money market securities. The U.S. GOVERNMENT PORTFOLIO offers an
added measure of safety by investing exclusively in obligations issued or
guaranteed by the U.S. government, its agencies or instrumentalities. The
MUNICIPAL PORTFOLIO offers income exempt from federal taxes by investing
primarily in municipal securities.
As money market funds, the Portfolios comply with a range of federal regulations
relating to quality, maturity, liquidity and diversification that are designed
to promote price stability. Under the maturity standards, each Portfolio
maintains an average portfolio maturity of 90 days or less (weighted by the
relative values of its holdings), and generally does not invest in any
securities with a remaining maturity of more than 397 days (approximately 13
months). Under the quality standards, each Portfolio invests only in securities
that at the time of purchase are in the two highest short-term rating categories
or are of equivalent quality in the judgment of the investment manager.
Each Portfolio may invest in other investment companies consistent with its
investment objective and strategies. Any such investments, although not
currently anticipated, will be made solely in no-load money market funds.
MONEY MARKET PORTFOLIO. The Money Market Portfolio invests in a broad spectrum
of high quality U.S. dollar-denominated money market instruments. The
Portfolio's investments may include obligations issued by, or guaranteed by,
U.S. or foreign governments, their agencies or instrumentalities, bank
obligations, and corporate debt obligations of U.S. and foreign issuers, as well
as repurchase agreements and asset-backed securities and other money market
instruments.
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U.S. GOVERNMENT PORTFOLIO. The U.S. Government Portfolio invests exclusively in
U.S. Treasury bills, notes, bonds and other obligations issued or guaranteed by
the U.S. government, its agencies or instrumentalities, and repurchase
agreements backed by such obligations. A U.S. government guarantee of the
securities owned by the Portfolio, however, does not guarantee the net asset
value of the Portfolio's shares.
MUNICIPAL PORTFOLIO. The Municipal Portfolio seeks maximum current income that
is exempt from federal income taxes to the extent consistent with preservation
of capital and liquidity. The Portfolio invests primarily in a diversified
portfolio of short-term, high quality, tax-exempt municipal obligations. The
Municipal Portfolio normally invests at least 80% of its total assets in
obligations issued or guaranteed by states, territories and possessions of the
United States and the District of Columbia and their political subdivisions,
agencies and instrumentalities ("municipal securities"). The income from these
securities is exempt from federal income tax, but may be subject to the federal
alternative minimum tax.
The Portfolio may deviate from its investment policies and may adopt temporary
defensive measures when significant adverse market, economic, political or other
circumstances require immediate action in order to avoid losses. During such
periods, the Portfolio may temporarily invest its assets, without limitation, in
taxable money market investments. Interest income from temporary investments is
taxable to shareholders as ordinary income.
Moreover, although the Portfolio does not currently intend to do so on a regular
basis, it may invest more than 25% of its assets in municipal securities that
are repayable out of revenue streams generated from economically related
projects or facilities. Investment in municipal securities repayable from
related revenue streams further concentrates the Portfolio's risks.
PRINCIPAL RISKS
The income from each Portfolio will vary with changes in prevailing interest
rates. In addition, each Portfolio's investments are subject to "credit risk,"
which is the risk that an issuer will be unable, or will be perceived to be
unable, to repay its obligations at maturity. Funds that invest primarily in
high quality securities are subject to less credit risk than funds that invest
in lower quality securities. The U.S. Government Portfolio reduces credit risk
by investing exclusively in U.S. government and agency securities.
Although each Portfolio seeks to preserve the value of your investment at $1.00
per share, it is possible to lose money by investing in a Portfolio. An
investment in a Portfolio is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
WHO MAY WANT TO INVEST
The Portfolios may be appropriate for the following investors:
o Investors looking to earn income at current money market rates from a high
quality portfolio.
o Investors looking for a liquid investment that preserves capital.
o Investors pursuing a short-term investment goal.
In addition, the Municipal Portfolio may be appropriate for investors looking
for income that is exempt from federal income tax.
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PAST PERFORMANCE
The following bar chart illustrates the risks of investing in the Portfolios by
showing changes in the Portfolios' performance from year to year. The table
below shows the Portfolios' average annual returns. Of course, past performance
is not necessarily an indication of how a Portfolio will perform in the future.
YEAR-BY-YEAR TOTAL RETURN as of 12/31 each year1
Money Market Portfolio
1/1 - 12/31/96: 4.78%
1/1 - 12/31/97: 4.95%
1/1 - 12/31/98: 4.97%
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U.S. Government Portfolio
1/1 - 12/31/96: 4.77%
1/1 - 12/31/97: 4.84%
1/1 - 12/31/98: 4.82%
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Municipal Portfolio
1/1 - 12/31/96: 2.98%
1/1 - 12/31/97: 3.04%
1/1 - 12/31/98: 2.89%
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For the periods covered by the bar chart, the highest and lowest quarterly
returns were 1.26% (for the quarter ended 12/31/97) and 1.15% (for the quarter
ended 3/31/97) for the Money Market Portfolio, 1.23% (for the quarter ended
12/31/97) and 1.10% (for the quarter ended 12/31/98) for the U.S. Government
Portfolio, and 0.78% (for the quarter ended 12/31/97) and 0.24% (for the quarter
ended 6/30/98) for the Municipal Portfolio, respectively.
AVERAGE ANNUAL TOTAL RETURN as of 12/31/982
SINCE
INCEPTION
1 YEAR (12/20/95)
Money Market Portfolio 4.97% 5.06%
U.S. Government Portfolio 4.82% 4.97%
Municipal Portfolio 2.89% 3.14%
1 For the period from 1/1/99 through 9/30/99, total returns for the Money
Market Portfolio, U.S. Government Portfolio, and Municipal Portfolio, were
3.32%, 3.30%, and 1.90%, respectively.
2 As of 12/31/98, 7-day yields for the Money Market Portfolio, U.S.
Government Portfolio, and Municipal Portfolio were 4.61%, 4.28%, and 2.93%,
respectively. As of the same date, the tax-equivalent 7-day yield for the
Municipal Portfolio was 4.58%. For current yield information, please call
1-800-934-4448.
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EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolios.
<TABLE>
<CAPTION>
MONEY MARKET U.S. GOVERNMENT MUNICIPAL
PORTFOLIO PORTFOLIO PORTFOLIO
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION FEES (fees paid directly
from your investment)1
Maximum Sales Charge (Load) Imposed on Purchases None None None
ANNUAL OPERATING EXPENSES (expenses deducted
from Portfolio assets)
Management Fees 2 0.35% 0.35% 0.35%
Distribution (12b-1) Fees None None None
Service Fees 2 0.25% 0.25% 0.25%
Other Expenses 2 0.32% 0.34% 0.35%
----- ----- -----
Total Operating Expenses 2 0.92% 0.94% 0.95%
1 Broker-dealers that are not affiliates of the Portfolios' investment
manager may impose service fees in connection with the sale of Portfolio
shares.
2 The table shows the expenses for each Portfolio's fiscal year ended October
31, 1999 before expense reductions by the Portfolios' investment manager.
The investment manager voluntarily agreed to reduce the Portfolios'
expenses (by paying certain expenses and/or waiving fees) so that the total
operating expenses of the Money Market Portfolio, the U.S. Government
Portfolio and the Municipal Portfolio will not exceed 0.75%, 0.75% and
0.74%, respectively. These expense reductions are voluntary and may be
reduced or eliminated at any time upon notifying investors. After expense
reductions, the Portfolios' actual expenses for the fiscal year ended
October 31, 1999 were:
</TABLE>
<TABLE>
<CAPTION>
Money U.S.
Market Government Municipal
Portfolio Portfolio Portfolio
<S> <C> <C> <C>
Management Fees 0.34% 0.35% 0.25%
Service Fees 0.05% 0.06% 0.14%
Other Expenses 0.32% 0.34% 0.35%
----- ----- -----
Total Net Operating Expenses 0.71% 0.75% 0.74%
</TABLE>
EXAMPLE
This Example is intended to help you compare the cost of investing in a
Portfolio with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in a Portfolio for the time periods
indicated and then redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
Portfolio's operating expenses remain the same. Although your actual costs may
be higher or lower, based on these assumptions your costs* would be:
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<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Money Market Portfolio $92 $293 $509 $1,131
U.S. Government Portfolio $96 $300 $520 $1,155
Municipal Portfolio $97 $303 $525 $1,166
<FN>
* Assuming that current expense reduction arrangements continue for one year,
your costs would be:
</FN>
</TABLE>
<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Money Market Portfolio $77 $276 $492 $1,114
U.S. Government Portfolio $77 $280 $501 $1,135
Municipal Portfolio $75 $281 $504 $1,145
</TABLE>
HOW TO BUY AND SELL SHARES
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Investors may purchase shares of the Portfolios through an account with TD
Waterhouse Investor Services, Inc. ("TD Waterhouse") or certain other
broker-dealers.
If you would like to purchase shares of a Portfolio through TD Waterhouse and
you are not already a customer, you need to open a TD Waterhouse brokerage
account by completing and signing a TD Waterhouse New Account Application. To
request an application, please call 1-800-934-4448. Mail it, together with your
check in the amount you wish to purchase, in the postage-paid envelope provided
with the TD Waterhouse New Account Application.
AUTOMATIC SWEEP. By setting up your TD Waterhouse brokerage account for
automatic sweep, free credit balances in your brokerage account will be invested
or "swept" automatically each business day into the Portfolio you have selected
("Sweep Portfolio"). This feature keeps your money working for you while it is
not invested in other securities. "Free credit balances" refers to any settled
or cleared funds in your TD Waterhouse brokerage account that are available for
payment or investment.
To set up your TD Waterhouse brokerage account for automatic sweep, you should
select one of the money market sweep portfolios in the appropriate section of
the TD Waterhouse New Account Application. If you already have a TD Waterhouse
brokerage account but it is not set up to sweep free credit balances
automatically, simply call the TD Waterhouse office handling your account. In
most cases, a TD Waterhouse Account Officer will set up your account for
automatic sweep while you are on the phone.
While you may purchase shares of any of the Portfolios of TD Waterhouse Family
of Funds, Inc. at any time, only one such fund (including a Portfolio) may be
designated as your Sweep Portfolio. The sweep feature is subject to the terms
and conditions of your TD Waterhouse brokerage account agreement.
ACCOUNT PROTECTION. Within your TD Waterhouse brokerage account, you have access
to other investments available at TD Waterhouse such as stocks, bonds, options,
and other mutual funds. The securities in your TD Waterhouse brokerage account,
including shares of the Portfolios, are protected up to $150 million for loss of
securities (not including loss due to market fluctuations of securities or
economic conditions). The
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first $500,000 is provided by Securities Investor Protection Corporation (known
as "SIPC") of which $100,000 covers cash. The remaining $149.5 million, which
covers securities only, is provided by a private insurance carrier.
INVESTMENT MINIMUMS. There is currently no minimum requirement for initial and
subsequent purchases of Portfolio shares. However, Portfolio shares are subject
to automatic redemption should the TD Waterhouse brokerage account in which they
are held be closed or if TD Waterhouse imposes certain requirements with respect
to its brokerage accounts and eligibility for sweep arrangements, including
requirements relating to minimum account balances. Any minimum balance
requirement will not apply to TD Waterhouse IRA accounts.
TD WATERHOUSE INVESTORS MONEY MANAGEMENT ACCOUNTS. For those TD Waterhouse
customers who qualify, a TD Waterhouse Investors Money Management Account
provides additional services over that of a brokerage account. In addition to
having free credit balances in your brokerage account swept automatically each
business day into your Sweep Portfolio, you can access your investment in the
Portfolio by writing checks or using an ATM/VISA Debit Card. You should contact
a TD Waterhouse Account Officer for more details. To set up your TD Waterhouse
Investors Money Management Account, you should complete the appropriate section
of the TD Waterhouse New Account Application.
HOW TO BUY SHARES
Shares are purchased at the next net asset value (NAV) per share calculated
after an order and payment are received by the Portfolio. There is no sales
charge to buy shares of a Portfolio.
Each Portfolio reserves the right to suspend the offering of shares for a period
of time and to reject any specific purchase order, including certain purchase
orders by exchange.
CUSTOMERS OF TD WATERHOUSE
You may purchase shares of a Portfolio either through the automatic sweep
feature or by way of a direct purchase as set forth below.
BY AUTOMATIC SWEEP. Free credit balances in your TD Waterhouse brokerage account
will be automatically invested each business day in the Sweep Portfolio you have
selected. Checks deposited to your TD Waterhouse brokerage account will be
automatically invested in the Sweep Portfolio after allowing three business days
for clearance. Net proceeds from securities transactions in your brokerage
account will be automatically invested on the business day following settlement.
Dividends and interest payments from investments in your brokerage account will
be automatically invested in the Sweep Portfolio on the day they are credited to
your account.
DIRECT PURCHASES. A TD Waterhouse brokerage customer may purchase shares of any
of the Portfolios by placing an order directly with a TD Waterhouse Account
Officer at 1-800-934-4448. You may buy shares by mailing or bringing your check
to any TD Waterhouse office. Checks should be made payable to "TD Waterhouse
Investor Services, Inc." and you should write your TD Waterhouse account number
on the check. The check will be deposited to your TD Waterhouse brokerage
account. TD Waterhouse allows three business days for clearance and shares of a
Portfolio will be purchased on the third business day.
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CUSTOMERS OF SELECTED BROKER-DEALERS
Shares may be purchased and redeemed through certain authorized broker-dealers
other than TD Waterhouse that have entered into a selling agreement with the
Portfolios' distributor ("Selected Brokers"). Affiliates of TD Waterhouse may be
Selected Brokers. Selected Brokers may receive payments as a processing agent
from the Transfer Agent. In addition, Selected Brokers may charge their
customers a fee for their services, no part of which is received by a Portfolio
or TD Waterhouse.
Investors who purchase shares through a Selected Broker will be subject to the
procedures of their Selected Broker, which may include charges, limitations,
investment minimums, cutoff times and restrictions in addition to, or different
from, those generally applicable to TD Waterhouse customers. Any such charges
would reduce the return on an investment in a Portfolio. Investors should
acquaint themselves with their Selected Broker's procedures and should read this
prospectus in conjunction with any material and information provided by their
Selected Broker. Investors who purchase Portfolio shares though a Selected
Broker may or may not be the shareholder of record. Selected Brokers are
responsible for promptly transmitting purchase, redemption and other requests to
the Portfolios.
Certain shareholder services, such as periodic investment programs, may not be
available to customers of Selected Brokers or may differ in scope from programs
available to TD Waterhouse customers. Shareholders should contact their Selected
Broker for further information. The Portfolios may confirm purchases and
redemptions of a Selected Broker's customers directly to the Selected Broker,
which in turn will provide its customers with confirmation and periodic
statements. The Portfolios are not responsible for the failure of any Selected
Broker to carry out its obligations to its customer.
HOW TO SELL SHARES
To sell (redeem) shares of a Portfolio, you may use any of the methods outlined
above under "How to Buy Shares." Portfolio shares are redeemed at the next NAV
calculated after receipt by the Portfolio of a redemption request in proper
form.
PAYMENT. The proceeds of the redemption of your Portfolio shares ordinarily will
be credited to your brokerage account the following business day after receipt
by the Portfolio of a redemption request in proper form, but not later than
seven calendar days after an order to sell shares is received. If you purchased
shares by check, proceeds may be held in your brokerage account to allow for
clearance of the check (which may take up to ten calendar days). Each Portfolio
reserves the right to make redemption payments in whole or in part in securities
or other property, valued for this purpose as they are valued in computing the
Portfolio's NAV per share.
AUTOMATIC SWEEP REDEMPTIONS. Shares of your Sweep Portfolio may be sold
automatically to satisfy a debit balance in your TD Waterhouse brokerage
account. To the extent that there are not a sufficient number of shares of your
Sweep Portfolio to satisfy any such debit, shares that you own of the other
Portfolios or any other fund of the TD Waterhouse Family of Funds, Inc. may be
sold. In addition, shares will be sold to settle securities transactions in your
TD Waterhouse brokerage account if on the day before settlement there is
insufficient cash in the account to settle the net transactions. Your brokerage
account, as of the close of business each business day, will be scanned for
debits and pending securities settlements, and after application of any free
credit balance in the account to the debits, a sufficient number of shares will
be sold
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the following business day to satisfy any remaining debits. Shares may also be
sold automatically to provide the cash collateral necessary to meet your margin
obligations to TD Waterhouse.
If you have a TD Waterhouse Investors Money Management Account and you withdraw
cash from your TD Waterhouse brokerage account by way of a check or ATM/VISA
Debit Card, shares of your Sweep Portfolio will automatically be sold to satisfy
any resulting debit balance. Holders of the ATM/VISA Debit Card will not be
liable for unauthorized withdrawals resulting in redemptions of Portfolio shares
that occur after TD Waterhouse is notified of the loss, theft or unauthorized
use of the Card. Further information regarding the rights of holders of the
ATM/VISA Debit Card is set forth in the TD Waterhouse Investors Money Management
Agreement provided to each customer who opens a TD Waterhouse Investors Money
Management Account. ATM cash withdrawals may be made through participating
financial institutions. Although TD Waterhouse does not charge for ATM
withdrawals, institutions may charge a fee in connection with their services.
HOW TO EXCHANGE BETWEEN PORTFOLIOS
You may change your designated Sweep Portfolio to any other Portfolio of the TD
Waterhouse Family of Funds, Inc. at any time without charge. You may also
exchange shares of a Portfolio for shares of another Portfolio of the TD
Waterhouse Family of Funds, Inc. To effect an exchange, call a TD Waterhouse
Account Officer with instructions to move your money from one Portfolio to
another, or you may mail written instructions to your local TD Waterhouse
office. Your letter should reference your TD Waterhouse brokerage account
number, the Portfolio from which you are exchanging and the Portfolio(s) into
which you are exchanging. At least one registered account holder should sign
this letter.
An exchange involves the redemption of Portfolio shares and the purchase of
shares of another Portfolio at their respective NAVs after receipt of an
exchange request in proper form. Each Portfolio reserves the right to reject
specific exchange orders and, on 60 days' prior written notice, to suspend,
modify or terminate exchange privileges.
TELEPHONE TRANSACTIONS
As a customer of TD Waterhouse you automatically have the privilege of
purchasing, exchanging or redeeming Portfolio shares by telephone. TD Waterhouse
and the Portfolios will employ reasonable procedures to verify the genuineness
of telephone redemption requests. These procedures involve requiring certain
personal identification information. If such procedures are not followed, TD
Waterhouse and the Portfolios may be liable for any losses due to unauthorized
or fraudulent instructions. Neither TD Waterhouse nor the Portfolios will be
liable for following instructions communicated by telephone that are reasonably
believed to be genuine. You should verify the accuracy of your account
statements immediately after you receive them and contact a TD Waterhouse
Account Officer if you question any activity in the account.
Each Portfolio reserves the right to refuse to honor requests made by telephone
if the Portfolio believes them not to be genuine. The Portfolios also may limit
the amount involved or the number of such requests. During periods of drastic
economic or market change, telephone redemption privileges may be difficult to
implement. The Portfolios reserve the right to terminate or modify this
privilege at any time.
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SHAREHOLDER INFORMATION
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PRICING YOUR SHARES
The price of a Portfolio share on any given day is its NAV. Each Portfolio
calculates its NAV per share each day as of 12:00 noon and as of the close of
regular trading on the New York Stock Exchange, generally 4:00 p.m. (Eastern
time), except on days when either the New York Stock Exchange or the Portfolios'
custodian is closed. Each Portfolio's shares are purchased and sold at the next
NAV per share calculated after an order and, in the case of purchase orders,
payment are received by the Portfolio in the manner described under "How to Buy
and Sell Shares."
Like most money market funds, each Portfolio values its portfolio securities at
amortized cost, which means that they are valued at their acquisition cost (as
adjusted for amortization of premium or discount) rather than at current market
value. This method of valuation minimizes the effect of changes in a security's
market value and helps each Portfolio to maintain a stable $1.00 share price.
The Board of Directors has adopted procedures pursuant to which the NAV of a
Portfolio, as determined under the amortized cost method, is monitored in
relation to the market value of the Portfolio.
DIVIDENDS
On each day that the NAV of a Portfolio is determined, such Portfolio's net
investment income will be declared at 4:00 p.m. (Eastern time) as a daily
dividend to shareholders of record as of the previous business day's last
calculation of NAV. All expenses are accrued daily and are deducted before
declaration of dividends to investors.
Dividends and distributions from a Portfolio will be reinvested in additional
full and fractional shares of the same Portfolio at the NAV next determined
after their payable date. Dividends are declared daily and are reinvested
monthly. You may elect to receive any monthly dividend in cash by submitting a
written election to TD Waterhouse by the tenth day of the specific month to
which the election to receive cash relates.
TAXES
Dividends derived from interest and short-term capital gains generally are
taxable to a shareholder as ordinary income even though they are reinvested in
additional Portfolio shares. Distributions of net capital gain, if any, realized
by a Portfolio are taxable to shareholders of a Portfolio as a long-term capital
gain (taxable, in the case of individuals, at the maximum rate of 20%),
regardless of the length of time the shareholder may have held shares in the
Portfolio at the time of distribution. Due to the nature of their investments,
the Portfolios' distributions will consist primarily of ordinary income.
All or some of the dividends received from the U.S. Government Portfolio may be
exempt from individual state and/or local income taxes. You should consult with
your tax adviser in this regard.
Required tax information will be provided annually. You are encouraged to retain
copies of your account statements or year-end statements for tax reporting
purposes. However, if you have incomplete records, you may obtain historical
account transaction information at a reasonable fee.
You should consult your tax adviser regarding specific questions as to federal,
state and local taxes.
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MUNICIPAL PORTFOLIO. The Municipal Portfolio intends to declare and distribute
tax-exempt interest dividends. Shareholders of the Portfolio will not be
required to include the "exempt-interest" portion of dividends paid by the
Portfolio in their gross income for federal income tax purposes. However,
shareholders will be required to report the receipt of exempt-interest dividends
and other tax-exempt interest on their federal income tax returns.
Exempt-interest dividends may be subject to state income taxes or give rise to a
federal alternative minimum tax liability. Exempt-interest dividends also may
affect the amount of social security benefits subject to federal income tax, may
affect the deductibility of interest on certain indebtedness of the shareholder
and may have other collateral federal income tax consequences.
Dividends representing taxable net investment income (such as net interest
income from temporary investments in obligations of the U.S. government, and any
net short-term capital gains), are taxable to shareholders as ordinary income.
Market discount recognized on taxable and tax-exempt securities is also taxable
as ordinary income and is not treated as excludable income.
To the extent that exempt-interest dividends are derived from certain private
activity bonds (some of which were formerly referred to as industrial
development bonds) issued after August 7, 1986, they will be treated as an item
of tax preference and may, therefore, be subject to both the individual and
corporate alternative minimum tax. All exempt-interest dividends will be
included in determining a corporate shareholder's adjusted current earnings.
Seventy-five percent of the excess, if any, of "adjusted current earnings" over
the corporate shareholder's alternative minimum taxable income, with certain
adjustments, will be an upward adjustment for purposes of the corporate
alternative minimum tax. The percentage of dividends which constitutes
exempt-interest dividends, and the percentage thereof (if any) which constitutes
an item of tax preference, will be determined annually and will be applied
uniformly to all dividends of the Portfolio declared during that year. These
percentages may differ from the actual percentages for any particular day.
Shareholders are advised to consult their tax advisers with respect to
alternative minimum tax consequences of an investment in the Portfolio.
The tax exemption of dividends from the Portfolio for federal income tax
purposes does not necessarily result in exemption under the income or other tax
laws of any state or local taxing authority. The laws of the several states and
local taxing authorities vary with respect to the taxation of such income and
you are advised to consult your own tax adviser as to the status of your
dividends under state and local tax laws.
STATEMENTS TO SHAREHOLDERS
The Portfolios do not issue share certificates but record your holdings in
noncertificated form. Your Portfolio activity is reflected in your TD Waterhouse
brokerage account statement. The Portfolios provide you with audited annual and
unaudited semi-annual financial statements. To reduce expenses, only one copy of
most financial reports is mailed to you if you hold shares of more than one
Portfolio under the same account name and tax identification number. Moreover,
unless you request otherwise, only one copy of each of the annual and
semi-annual financial statements and prospectus of the Portfolios will be sent
to a single household without regard to the number of shareholders residing at
such household.
13
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YEAR 2000 INFORMATION
Many computer systems were designed using only two digits to designate years.
These systems may not be able to distinguish the Year 2000 from the Year 1900
(commonly known as the "Year 2000 Problem"). Like other investment companies and
financial and business organizations, each Portfolio could be adversely affected
if the computer systems used by the investment manager or other Portfolio
service providers do not properly address this problem prior to January 1, 2000.
The investment manager and its affiliates have established a dedicated group to
analyze these issues and to implement any systems modifications necessary to
prepare for the Year 2000. Currently, the investment manager does not anticipate
that the transition to the Year 2000 will have any material impact on its
ability to continue to service the Portfolios at current levels. In addition,
the investment manager has sought assurances from the Portfolios' other service
providers that they are taking all necessary steps to ensure that their computer
systems will accurately reflect the Year 2000, and the investment manager will
continue to monitor the situation. At this time, however, no assurance can be
given that the Portfolios or their service providers have anticipated every step
necessary to avoid any adverse effect on the Portfolios attributable to the Year
2000 Problem or that interaction with other non-complying computer systems will
not impact their services. In addition, the Portfolios may be subject to similar
risks with respect to the issuers of securities in which they invest.
PORTFOLIO MANAGEMENT
- --------------------------------------------------------------------------------
INVESTMENT MANAGER
TD Waterhouse Asset Management, Inc., 100 Wall Street, New York, NY 10005, is
the Portfolios' investment manager. The investment manager formulates guidelines
and lists of approved investments for each Portfolio, makes decisions with
respect to and places orders for that Portfolio's purchases and sales of
portfolio securities and maintains records relating to such purchases and sales.
For its services, the investment manager is entitled to an annual fee, accrued
daily and payable monthly, on a graduated basis equal to 0.35% of the first $1
billion of average daily net assets of each Portfolio, 0.34% of the next $1
billion, and 0.33% of assets over $2 billion. The investment manager from time
to time may assume certain expenses of the Portfolios (or waive its fees), which
would have the effect of increasing yield to investors during the period of the
expense reduction. These expense reductions are voluntary and may be reduced or
eliminated at any time with notice to investors.
In addition to the Portfolios, the investment manager currently serves as
investment manager to TD Waterhouse Trust, National Investors Cash Management
Fund, Inc. and TD Waterhouse Bank, N.A. and as of November 30, 1999 had total
assets under management in excess of $12.7 billion.
ADMINISTRATOR
As administrator, TD Waterhouse, an affiliate of the investment manager,
provides certain administrative services to the Portfolios. For its services as
administrator, TD Waterhouse receives from each Portfolio an annual fee, payable
monthly, of 0.10% of each Portfolio's average daily net assets. TD Waterhouse
has entered into an agreement with Funds Distributor, Inc. ("FDI") whereby FDI
performs certain administrative services for the Portfolios. TD Waterhouse pays
FDI's fees for providing these services.
14
<PAGE>
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DISTRIBUTOR
FDI acts as distributor of the Portfolios' shares for no compensation.
SHAREHOLDER SERVICING
The Portfolios' Shareholder Servicing Plan permits each Portfolio to pay banks,
broker-dealers or other financial institutions (including TD Waterhouse and its
affiliates) for shareholder support services they provide, at a rate of 0.25% of
the average daily net assets of each Portfolio. These services may include,
among other services, providing general shareholder liaison services (including
responding to shareholder inquiries), providing information on shareholder
investments, and establishing and maintaining shareholder accounts and records.
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The financial highlights tables on the following pages are intended to help you
understand each Portfolio's financial performance since inception of the
Portfolio's operations. Certain information reflects financial results for a
single share of each Portfolio. The total return amount in the tables represents
the rate that an investor would have earned on an investment in a Portfolio
(assuming reinvestment of all dividends and distributions). This information has
been audited by Ernst & Young LLP, whose report, along with the Portfolios'
financial statements, are included in the annual report, which is available upon
request by calling TD Waterhouse at 1-800-934-4448.
15
<PAGE>
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MONEY MARKET PORTFOLIO
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED PERIOD ENDED
PER SHARE OPERATING OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
PERFORMANCE 1999 1998 1997 1996*
---- ---- ---- -----
<S> <C> <C> <C> <C>
Net asset value, beginning of period $1.000 $1.000 $1.000 $1.000
------ ------ ------ ------
Net investment income 0.044 0.049 0.048 0.041
------ ------ ------ ------
Distributions from net
investment income (0.044) (0.049) (0.048) (0.041)
------- ------- ------- -------
Net asset value,
end of period $1.000 $1.000 $1.000 $1.000
====== ====== ====== ======
RATIOS
Ratio of expenses to
average net assets 0.71% 0.75% 0.83% 0.79% (A)
Ratio of net investment
income to average net
assets 4.44% 4.92% 4.79% 4.64% (A)
Decrease reflected in above net
expense ratio due to waivers and/or
reimbursements by the investment
manager and its affiliates 0.21% 0.15% 0.08% 0.13% (A)
SUPPLEMENTAL DATA
Total investment
return (B) 4.54% 5.04% 4.89% 4.82% (A)
Net assets, end of period $4,646,268,591 $2,957,725,894 $1,787,786,777 $1,342,610,086
============== ============== ============== ==============
Average net assets $4,035,269,586 $2,302,804,288 $1,592,722,254 $1,104,558,438
============== ============== ============== ==============
* The Portfolio commenced operations on December 20, 1995.
(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.
</TABLE>
16
<PAGE>
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U.S. GOVERNMENT PORTFOLIO
-------------------------
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED PERIOD ENDED
PER SHARE OPERATING OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
PERFORMANCE 1999 1998 1997 1996*
---- ---- ---- -----
<S> <C> <C> <C> <C>
Net asset
value, beginning of period $1.000 $1.000 $1.000 $1.000
------ ------ ------ ------
Net investment income 0.044 0.048 0.047 0.041
------ ------ ------ ------
Distributions from net
investment income (0.044) (0.048) (0.047) (0.041)
-------- ------- ------- ------
Net asset value,
end of period $1.000 $1.000 $1.000 $1.000
====== ====== ====== ======
RATIOS
Ratio of expenses to
average net assets 0.75% 0.78% 0.81% 0.73% (A)
Ratio of net investment
income to average net
assets 4.40% 4.80% 4.69% 4.64% (A)
Decrease reflected in above net
expense ratio due to waivers and/or
reimbursements by the investment
manager and its affiliates 0.19% 0.11% 0.07% 0.18% (A)
SUPPLEMENTAL DATA
Total investment
return (B) 4.47% 4.91% 4.79% 4.82% (A)
Net assets, end of period $880,720,253 $537,403,768 $402,685,311 $371,046,770
============ ============ ============ ============
Average net assets $678,643,185 $457,821,528 $398,635,777 $293,708,330
============ ============ ============ ============
<FN>
* The Portfolio commenced operations on December 20, 1995.
(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>
</TABLE>
17
<PAGE>
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MUNICIPAL PORTFOLIO
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED PERIOD ENDED
PER SHARE OPERATING OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
PERFORMANCE 1999 1998 1997 1996*
---- ---- ---- -----
<S> <C> <C> <C> <C>
Net asset
value, beginning of period $1.000 $1.000 $1.000 $1.000
------ ------ ------ ------
Net investment income 0.026 0.029 0.030 0.026
------ ------ ------ ------
Distributions from net
investment income (0.026) (0.029) (0.030) (0.026)
------- ------- ------- -------
Net asset value,
end of period $1.000 $1.000 $1.000 $1.000
====== ====== ====== ======
RATIOS
Ratio of expenses to
average net assets 0.74% 0.72% 0.74% 0.62% (A)
Ratio of net investment
income to average net
assets 2.56% 2.93% 2.97% 2.90% (A)
Decrease reflected in above net
expense ratio due to waivers
and/or reimbursements by the
investment manager and its
affiliates 0.21% 0.13% 0.10% 0.23% (A)
SUPPLEMENTAL DATA
Total investment
return (B) 2.59% 2.98% 3.01% 3.05% (A)
Net assets, end of period $487,136,694 $381,090,446 $265,623,696 $226,253,394
============ ============ ============ ============
Average net assets $439,705,095 $312,133,086 $252,444,536 $196,592,413
============ ============ ============ ============
* The Portfolio commenced operations on December 20, 1995.
(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.
</TABLE>
18
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[back cover]
<PAGE>
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TD WATERHOUSE
FAMILY OF FUNDS, INC.
FOR MORE INFORMATION
- --------------------------------------------------------------------------------
More information on the Portfolios is available upon request, including the
following:
SHAREHOLDER REPORTS. Additional information about the Portfolios' investments is
available in the Portfolios' annual and semi-annual reports to shareholders.
STATEMENT OF ADDITIONAL INFORMATION (SAI). The SAI includes more information
about each Portfolio and its policies. The SAI is on file with the Securities
and Exchange Commission (SEC) and is incorporated by reference into (is legally
considered a part of) this prospectus.
You may request free copies of these materials, along with other information
about the Portfolios, and make shareholder inquiries by contacting:
TD Waterhouse Investor Services, Inc.
Customer Service
100 Wall Street
New York, New York 10005
Telephone: 1-800-934-4448
Hearing impaired: TTY 800-933-0555
Internet Site: http://www.tdwaterhouse.com
Text-only versions of the Portfolios' prospectus and other documents pertaining
to the Portfolios can be viewed online or downloaded from the SEC
(http://www.sec.gov).
You also can review and copy information about each Portfolio, including the
SAI, at the SEC's public reference room in Washington, DC. For a duplicating
fee, you may obtain copies of this information by writing the SEC's Public
Reference Section, Washington, DC 20549-0102 or by electronic request at
[email protected]. For more information about these services, call the SEC at
1-202-942-8090.
The Portfolios are series of TD Waterhouse Family of Funds, Inc. whose
investment company registration number is [smaller font:] 811-9086.
[next column]
TD WATERHOUSE
FAMILY OF
FUNDS, INC.
Three money market
portfolios to choose from:
Money Market
U.S. Government
Municipal
PROSPECTUS
December 23, 1999
[TD Waterhouse logo]
<PAGE>
TD WATERHOUSE
FAMILY OF FUNDS, INC.
100 WALL STREET, NEW YORK, NEW YORK 10005
TD WATERHOUSE , CUSTOMER SERVICE - 1-800-934-4448
STATEMENT OF ADDITIONAL INFORMATION
DECEMBER 23, 1999
This Statement of Additional Information (the "SAI") is not a prospectus. It
should be read in conjunction with the prospectus dated December __, 1999 (the
"Prospectus") for the Money Market Portfolio, the U.S. Government Portfolio and
the Municipal Portfolio, each a series of TD Waterhouse Family of Funds, Inc.
(the "Company"). The Prospectus is incorporated by reference into this Statement
of Additional Information.
Each Portfolio's financial statements and financial highlights for the fiscal
year ended October 31, 1999, including the independent auditors' report thereon,
are included in the Portfolio's Annual Report and are incorporated herein by
reference.
To obtain a free copy of the Prospectus or Annual Report, please write to TD
Waterhouse Investor Services, Inc., Customer Service, at 100 Wall Street, New
York, New York 10005, or call 1-800-934-4448.
TABLE OF CONTENTS
PAGE
GENERAL INFORMATION ABOUT THE COMPANY..........................................2
INVESTMENT POLICIES AND RESTRICTIONS ..........................................2
PORTFOLIO TRANSACTIONS .......................................................20
DIRECTORS AND EXECUTIVE OFFICERS .............................................21
INVESTMENT MANAGEMENT, DISTRIBUTION
AND OTHER SERVICES ...........................................................23
DIVIDENDS AND TAXES ..........................................................29
SHARE PRICE CALCULATION ......................................................32
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION ...............................33
PERFORMANCE ..................................................................34
SHAREHOLDER INFORMATION ......................................................37
ANNEX - RATINGS OF INVESTMENTS ...............................................39
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TD WATERHOUSE
FAMILY OF FUNDS, INC.
- --------------------------------------------------------------------------------
GENERAL INFORMATION ABOUT THE COMPANY
The Company is registered under the Investment Company Act of 1940, as amended
(the "Investment Company Act"), as an open-end management investment company.
The Company was organized under Maryland law on August 16, 1995 . The Company
changed its name from Waterhouse Investors Family of Funds, Inc. to TD
Waterhouse Family of Funds, Inc. on September 20, 1999. Because the Company
offers multiple portfolios (including the Portfolios), it is known as a "series
company." The Company currently has two other investment portfolios with various
investment objectives and policies. As of the date of this SAI, these two
portfolios had not yet commenced operations. This SAI pertains only to the Money
Market Portfolio, the U.S. Government Portfolio and the Municipal Portfolio.
Each Portfolio is "diversified" as that term is defined in the Investment
Company Act. The investment manager of the Portfolios is TD Waterhouse Asset
Management, Inc. (the "Investment Manager").
INVESTMENT POLICIES AND RESTRICTIONS
Each Portfolio's investment objective, and its investment policies and
restrictions that are designated as fundamental, may not be changed without
approval by holders of a "majority of the outstanding voting securities" of the
Portfolio. Except as otherwise indicated, however, each Portfolio's investment
policies are not fundamental and may be changed without shareholder approval. As
defined in the Investment Company Act, and as used herein, the term "majority of
the outstanding voting securities" of the Company, or of a particular Portfolio
means, respectively, the vote of the holders of the lesser of (i) 67% of the
shares of the Company or such Portfolio present or represented by proxy at a
meeting where more than 50% of the outstanding shares of the Company or such
Portfolio are present or represented by proxy, or (ii) more than 50% of the
outstanding shares of the Company or such Portfolio.
The following policies and restrictions supplement those set forth in the
Prospectus. Each Portfolio's investments must be consistent with its investment
objective and policies. Accordingly, not all of the security types and
investment techniques discussed below are eligible investments for each of the
Portfolios.
Unless otherwise noted, whenever an investment policy or limitation states a
maximum percentage of a Portfolio's assets that may be invested in any security
or other assets, or sets forth a policy regarding quality standards, such
standard or percentage limitation will be determined immediately after and as a
result of the Portfolio's acquisition of such security or other asset.
Accordingly, any subsequent change in values, net assets,
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<PAGE>
or other circumstances will not be considered when determining whether the
investment complies with the Portfolio's investment policies and restrictions.
As money market funds, the Portfolios rely on Rule 2a-7 under the Investment
Company Act, as amended ("Rule 2a-7"), in their pursuit of a stable net asset
value. Rule 2a-7 imposes certain quality, maturity, liquidity and
diversification standards on the operation of the Portfolios. See "Rule 2a-7
Matters" below.
ASSET-BACKED SECURITIES
Each Portfolio, other than the Municipal Portfolio, may invest in securities
backed by pools of mortgages, loans, receivables or other assets. Payment of
principal and interest may be largely dependent upon the cash flows generated by
the assets backing the securities, and, in certain cases, supported by letters
of credit, surety bonds, or other credit enhancements. The value of asset-backed
securities may also be affected by the creditworthiness of the servicing agent
for the pool, the originator of the loans or receivables, or the financial
institution(s) providing the credit support. The U.S. Government Portfolio will
invest in asset-backed securities only to the extent that such securities are
considered government securities as described below.
BANK OBLIGATIONS
Investments may be made in U.S. dollar-denominated time deposits, certificates
of deposit, and bankers' acceptances of U.S. banks and their branches located
outside of the United States, U.S. savings and loan institutions, U.S. branches
of foreign banks, and foreign branches of foreign banks.
Time deposits are non-negotiable deposits with a banking institution that earn a
specified interest rate over a given period. A certificate of deposit is an
interest-bearing negotiable certificate issued by a bank against funds deposited
in the bank. A bankers' acceptance is a short-term draft drawn on a commercial
bank by a borrower, usually in connection with an international commercial
transaction. Although the borrower is liable for payment of the draft, the bank
unconditionally guarantees to pay the draft at its face value on the maturity
date. Certificates of deposit and fixed time deposits, which are payable at the
stated maturity date and bear a fixed rate of interest, generally may be
withdrawn on demand by a Portfolio but may be subject to early withdrawal
penalties which vary depending upon market conditions and the remaining maturity
of the obligation and could reduce the Portfolio's yield. Although fixed-time
deposits do not in all cases have a secondary market, there are no contractual
restrictions on the Portfolio's right to transfer a beneficial interest in the
deposits to third parties. Deposits subject to early withdrawal penalties or
that mature in more than seven days are treated as illiquid securities if there
is no readily available market for the securities. A Portfolio's investments in
the obligations of foreign banks and their branches, agencies or subsidiaries
may be obligations of the parent, of the issuing branch, agency or subsidiary,
or both.
Obligations of U.S. branches and agencies of foreign banks may be general
obligations of the parent bank in addition to the issuing branch, or may be
limited by the terms of a specific obligation and by federal and state
regulation, as well as by governmental action in the country in which the
foreign bank has its head office. Investments in
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<PAGE>
foreign bank obligations are limited to banks and branches located in countries
that the Investment Manager believes do not present undue risk.
Investment in foreign bank obligations are subject to the additional risks
associated with foreign securities.
BORROWING
The Portfolios may borrow from banks and engage in reverse repurchase
agreements. As a matter of fundamental policy, each Portfolio will limit
borrowings (including any reverse repurchase agreements) to amounts not in
excess of 33 1/3% of the value of the Portfolio's total assets less liabilities
(other than borrowings). Any borrowings that exceed this amount will be reduced
within three days (not including Sundays and holidays) to the extent necessary
to comply with the 33 1/3% limitation. As a non-fundamental policy, the
Portfolio will borrow money only as a temporary measure for defensive or
emergency purposes, in order to meet redemption requests without immediately
selling any portfolio securities. No Portfolio will borrow from banks for
leverage purposes. As a matter of fundamental policy, a Portfolio will not
purchase any security, other than a security with a maturity of one day, while
reverse repurchase agreements or borrowings representing more than 5% of its
total assets are outstanding.
CERTIFICATES OF PARTICIPATION
The Municipal Portfolio may invest in certificates of participation.
Certificates of participation may be variable rate or fixed rate with remaining
maturities of one year or less. A certificate of participation may be backed by
an irrevocable letter of credit or guarantee of a financial institution that
satisfies rating agencies as to the credit quality of the municipal security
supporting the payment of principal and interest on the certificate of
participation. Payments of principal and interest would be dependent upon the
underlying municipal security and may be guaranteed under a letter of credit to
the extent of such credit. The quality rating by a rating service of an issuer
of certificates of participation is based primarily upon the rating of the
municipal security held by the trust and the credit rating of the issuer of any
letter of credit and of any other guarantor providing credit support to the
issue. The Investment Manager considers these factors as well as others, such as
any quality ratings issued by the rating services identified above, in reviewing
the credit risk presented by a certificate of participation and in determining
whether the certificate of participation is appropriate for investment by the
Portfolio. It is anticipated by the Investment Manager that for most publicly
offered certificates of participation, there will be a liquid secondary market
or there may be demand features enabling the Portfolio to readily sell its
certificates of participation prior to maturity to the issuer or third party. As
to those instruments with demand features, the Portfolio intends to exercise its
right to demand payment from the issuer of the demand feature only upon a
default under the terms of the municipal security, as needed to provide
liquidity to meet redemptions, or to maintain a high quality investment
portfolio.
COMMERCIAL PAPER AND SIMILAR SECURITIES
Corporate debt securities include corporate bonds and notes and short-term
investments such as commercial paper and variable rate demand notes. Commercial
paper (short-term promissory notes) is issued by companies to finance their or
their affiliates'
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<PAGE>
current obligations and is frequently unsecured. Issues of commercial paper
normally have maturities of less than nine months and fixed rates of return.
Variable rate demand notes are unsecured notes that permit the indebtedness
thereunder to vary and provide for periodic adjustments in the interest rate
according to the terms of the instrument. Variable rate demand notes are
redeemable upon not more than 30 days' notice. These obligations include master
demand notes that permit investment of fluctuating amounts at varying rates of
interest pursuant to direct arrangement with the issuer of the instrument. The
issuer of these obligations often has the right, after a given period, to prepay
the outstanding principal amount of the obligations upon a specified number of
days' notice. Since these notes are direct lending arrangements between a
Portfolio and the issuer, they are not normally traded. Although there is no
secondary market in the notes, the Portfolio may demand payment of principal and
accrued interest at any time. Variable rate demand notes must satisfy the same
criteria as set forth above for commercial paper.
Loan participation interests represent interests in senior, unsecured, working
capital loans, which rank on the same priority and security level as commercial
paper. They are generally issued by corporate entities that require some
short-term funding but lack the large borrowing need or legal status required to
establish a commercial paper program. These interests are actively marketed to
money market funds and other short-term investors by a number of dealers. These
selling banks are also the originators of the underlying bank loans. The selling
banks reserve the right to allow any secondary marketing or repurchases of loan
parts.
Loan participation interests are sold on a non-recourse basis; in the event of
default of the borrower, an investor would have no direct claim on the borrower,
but rather, would look to the selling bank to proceed against the borrower. In
fact, investors must rely on the selling bank to remit all principal and
interest from loan parts on a regular basis.
A Portfolio will invest only in commercial paper rated in one of the two highest
rating categories by a nationally recognized statistical rating organization
("NRSRO"), or commercial paper or notes of issuers with a debt issue (which is
comparable in priority and security with the commercial paper or notes) rated in
one of the two highest rating categories for short-term debt obligations by an
NRSRO, or unrated commercial paper or notes of comparable quality as determined
by the Investment Manager, or commercial paper secured by a letter of credit
issued by a domestic or foreign bank rated in the highest rating category by an
NRSRO. For a description of ratings issued by Moody's Investors Service and
Standard & Poor's ("S&P"), two NRSROs, see "Annex - Ratings of Investments."
CREDIT ENHANCEMENT FEATURES
Each Portfolio may invest in securities subject to letters of credit or other
credit enhancement features. Such letters of credit or other credit enhancement
features are not subject to federal deposit insurance, and changes in the credit
quality of the issuers of such letters of credit or other credit enhancement
features could cause losses to a Portfolio and affect its share price.
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<PAGE>
FOREIGN SECURITIES
The Money Market Portfolio may invest in bank obligations of the foreign
branches of U.S. banks, and their non-U.S. branches (Eurodollars), U.S. branches
of foreign banks (Yankee dollars), and foreign branches of foreign banks. The
Money Market Portfolio also may invest in U.S. dollar-denominated securities
issued or guaranteed by foreign issuers, including U.S. and foreign corporations
or other business organizations, foreign governments, foreign government
agencies or instrumentalities, and foreign financial institutions.
The obligations of foreign branches of U.S. banks may be general obligations of
the parent bank in addition to the issuing branch, or may be limited by the
terms of a specific obligation and by governmental regulation. Payment of
interest and principal on these obligations may also be affected by governmental
action in the country of domicile of the branch (generally referred to as
sovereign risk). In addition, evidence of ownership of portfolio securities may
be held outside of the United States and the Company may be subject to the risks
associated with the holding of such property overseas. Various provisions of
federal law governing the establishment and operation of U.S. branches do not
apply to foreign branches of U.S. banks.
Obligations of foreign issuers involve certain additional risks. These risks may
include future unfavorable political and economic developments, withholding
taxes, increased taxation, seizures of foreign deposits, currency controls,
interest limitations, or other governmental restrictions that might affect
payment of principal or interest. Additionally, there may be less public
information available about foreign banks and their branches. Foreign issuers
may be subject to less governmental regulation and supervision than U.S.
issuers. Foreign issuers also generally are not bound by uniform accounting,
auditing, and financial reporting requirements comparable to those applicable to
U.S. issuers.
FUNDING AGREEMENTS
The Money Market Portfolio may invest in funding agreements. Funding agreements
are insurance contracts between an investor and an insurance company. For the
issuer (insurance company) they represent senior obligations under an insurance
product. For the investor, and from an Internal Revenue Service and Securities
and Exchange Commission ("SEC") perspective, these agreements are treated as
securities. These agreements, like other insurance products, are backed by
claims on the general account of the issuing entity and rank on the same
priority level as other policy holder claims.
Funding agreements are typically issued with a one year final maturity and a
variable interest rate, which may adjust weekly, monthly, or quarterly. Some
agreements carry a seven-day put feature. A funding agreement without this
feature is considered illiquid by the Portfolio.
These agreements are regulated by the state insurance board in the state where
they are executed.
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GOVERNMENT SECURITIES
Each Portfolio may invest in government securities. The term "government
securities" for this purpose includes marketable securities and instruments
issued or guaranteed by the U.S. government or by its agencies or
instrumentalities, and repurchase agreements with respect to such obligations.
Direct obligations are issued by the U.S. Treasury and include bills,
certificates of indebtedness, notes and bonds. Obligations of U.S. government
agencies and instrumentalities ("Agencies") are issued by government-sponsored
agencies and enterprises acting under authority of Congress. Although
obligations of federal agencies and instrumentalities are not debts of the U.S.
Treasury, in some cases payment of interest and principal on such obligations is
guaranteed by the U.S. government, including, but not limited to, obligations of
the Federal Housing Administration, the Export-Import Bank of the United States,
the Small Business Administration, the Government National Mortgage Association,
the General Services Administration and the Maritime Administration. In other
cases, payment of interest and principal is not guaranteed, e.g., obligations of
the Student Loan Marketing Association, Federal National Mortgage Association,
Federal Home Loan Mortgage Corporation, Tennessee Valley Authority, Federal Home
Loan Bank, and the Federal Farm Credit Bank. There is no guarantee that the U.S.
government will support securities not backed by its full faith and credit.
Accordingly, although these securities historically have involved little risk of
loss of principal if held to maturity, they may involve more risk than
securities backed by the U.S. government's full faith and credit.
ILLIQUID SECURITIES
Each Portfolio may invest up to 10% of its net assets in illiquid securities.
The term "illiquid securities" for this purpose means securities that cannot be
disposed of within seven days in the ordinary course of business at
approximately the amount at which the Portfolio has valued the securities. In
determining the liquidity of a Portfolio's investments, the Investment Manager
may consider various factors, including (i) the frequency of trades and
quotations, (ii) the number of dealers and prospective purchasers in the
marketplace, (iii) dealer undertakings to make a market, (iv) the nature of the
security (including any demand or tender features), and (v) the nature of the
marketplace for trades (including the ability to assign or offset the
Portfolio's rights and obligations relating to the investment).
Investments currently considered by the Portfolios to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days upon notice. Also, with regard to the Money Market
Portfolio, the Investment Manager may determine some time deposits to be
illiquid. In the absence of market quotations, illiquid investments are valued
for purposes of monitoring amortized cost valuation at fair value as determined
in good faith by or under the direction of the Board of Directors. If through a
change in values, net assets, or other circumstances, a Portfolio were in a
position where more than 10% of its net assets was invested in illiquid
securities, it would seek to take appropriate steps to protect liquidity.
For purposes of the 10% limit on illiquid securities, Rule 144A securities will
not be considered to be illiquid so long as the Investment Manager determines,
in accordance with procedures adopted by the Board of Directors, that such
securities have a readily
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available market. The Investment Manager will monitor the liquidity of such
securities subject to the supervision of the Board of Directors.
Municipal lease obligations will not be considered illiquid for purposes of the
Municipal Portfolio's 10% limitation on illiquid securities, provided the
Investment Manager determines that there is a readily available market for such
securities. With respect to municipal lease obligations, the Investment Manager
will consider, pursuant to procedures adopted by the Board of Directors, the
following: (1) the willingness of the municipality to continue, annually or
biannually, to appropriate funds for payment of the lease; (2) the general
credit quality of the municipality and the essentiality to the municipality of
the property covered by the lease; (3) in the case of unrated municipal lease
obligations, an analysis of factors similar to that performed by nationally
recognized statistical rating organizations in evaluating the credit quality of
a municipal lease obligation, including (i) whether the lease can be cancelled;
(ii) if applicable, what assurance there is that the assets represented by the
lease can be sold; (iii) the strength of the lessee's general credit (e.g., its
debt, administrative, economic and financial characteristics); (iv) the
likelihood that the municipality will discontinue appropriating funding for the
leased property because the property is no longer deemed essential to the
operations of the municipality (e.g., the potential for an event of
nonappropriation); (v) the legal recourse in the event of failure to
appropriate; and (4) any other factors unique to municipal lease obligations as
determined by the Investment Manager.
INVESTMENT COMPANY SECURITIES
A Portfolio may invest in securities issued by other investment companies to the
extent that such investments are consistent with the Portfolio's investment
objectives and policies and are permissible under the Investment Company Act.
Under the Investment Company Act, the Portfolios may not acquire collectively
more than 3% of the outstanding securities of any one investment company. In
addition, each Portfolio will limit its investments in other investment
companies in accordance with the diversification and quality requirements of
such Portfolio. As a shareholder of another investment company, a Portfolio
would bear, along with other shareholders, its pro rata portion of the other
investment company's expenses, including advisory fees. These expenses would be
in addition to the advisory and other expenses that a Portfolio bears directly
in connection with its own operations. Such investments will be made solely in
other no-load money market funds.
MUNICIPAL SECURITIES
Municipal securities include, without limitation, debt obligations issued to
obtain funds for various public purposes, including the construction of a wide
range of public facilities such as airports, bridges, highways, housing,
hospitals, mass transportation, public utilities, schools, streets, and water
and sewer works. Other public purposes for which municipal securities may be
issued include refunding outstanding obligations, obtaining funds for general
operating expenses and obtaining funds to loan to other public institutions and
facilities. In addition, municipal securities include securities issued by or on
behalf of public authorities to finance various privately operated facilities,
such as industrial development bonds or other private activity bonds that are
backed only by the assets and revenues of the non-governmental user (such as
manufacturing enterprises, hospitals, colleges or other entities).
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Municipal securities include municipal bonds, notes and leases. Municipal
securities may be zero-coupon securities. Yields on municipal securities are
dependent on a variety of factors, including the general conditions of the
municipal security markets and the fixed income markets in general, the size of
a particular offering, the maturity of the obligation and the rating of the
issue. Municipal securities historically have not been subject to registration
with the SEC, although there have been proposals that would require registration
in the future.
Municipal securities may include other securities similar to those described
below, which are or may become available.
MUNICIPAL BONDS. Municipal bonds can be classified as either "general
obligation" or "revenue" bonds. General obligation bonds are secured by a
municipality's pledge of its full faith, credit and taxing power for the payment
of principal and interest. Revenue bonds are usually payable only from the
revenues derived from a particular facility or class of facilities or, in some
cases, from the proceeds of a special excise or other tax, but not from general
tax revenues. Municipal bonds include industrial development bonds. Municipal
bonds may also be "moral obligation" bonds, which are normally issued by special
purpose public authorities. If the issuer is unable to meet its obligations
under the bonds from current revenues, it may draw on a reserve fund that is
backed by the moral commitment (but not the legal obligation) of the state or
municipality that created the issuer.
Municipal bonds include tax-exempt industrial development bonds, which in most
cases are revenue bonds and generally do not have the pledge of the credit of
the municipality. The payment of the principal and interest on these bonds is
dependent solely on the ability of an initial or subsequent user of the
facilities financed by the bonds to meet its financial obligations and the
pledge, if any, of real and personal property so financed as security for such
payment. Such obligations, which may include lease arrangements, are included
within the term "municipal securities" if the interest paid thereon qualifies as
exempt from federal income tax (other than the Alternative Minimum Tax (AMT)).
Municipal bonds meet longer term capital needs of a municipal issuer and
generally have maturities of more than one year when issued. General obligation
bonds are used to fund a wide range of public projects, including construction
or improvement of schools, highways and roads, and water and sewer systems. The
taxes that can be levied for the payment of debt service may be limited or
unlimited as to rate or amount. Revenue bonds in recent years have come to
include an increasingly wide variety of types of municipal obligations. As with
other kinds of municipal obligations, the issuers of revenue bonds may consist
of virtually any form of state or local governmental entity. Generally, revenue
bonds are secured by the revenues or net revenues derived from a particular
facility, class of facilities, or, in some cases, from the proceeds of a special
excise or other specific revenue source, but not from general tax revenues.
Revenue bonds are issued to finance a wide variety of capital projects including
electric, gas, water and sewer systems; highways, bridges, and tunnels; port and
airport facilities; colleges and universities; and hospitals. Many of these
bonds are
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additionally secured by a debt service reserve fund which can be used to make a
limited number of principal and interest payments should the pledged revenues be
insufficient. Various forms of credit enhancement, such as a bank letter of
credit or municipal bond insurance, may also be employed in revenue bond issues.
Revenue bonds issued by housing authorities may be secured in a number of ways,
including partially or fully insured mortgages, rent subsidized and/or
collateralized mortgages, and/or the net revenues from housing or other public
projects. Some authorities provide further security in the form of a state's
ability (without obligation) to make up deficiencies in the debt service reserve
fund. In recent years, revenue bonds have been issued in large volumes for
projects that are privately owned and operated, as discussed below.
Municipal bonds are considered private activity bonds if they are issued to
raise money for privately owned or operated facilities used for such purposes as
production or manufacturing, housing, health care and other nonprofit or
charitable purposes. These bonds are also used to finance public facilities such
as airports, mass transit systems and ports. The payment of the principal and
interest on such bonds is dependent solely on the ability of the facility's
owner or user to meet its financial obligations and the pledge, if any, of real
and personal property as security for such payment.
While at one time the pertinent provisions of the Internal Revenue Code of 1986,
as amended (the "Code") permitted private activity bonds to bear tax-exempt
interest in connection with virtually any type of commercial or industrial
project (subject to various restrictions as to authorized costs, size
limitations, state per capita volume restrictions, and other matters), the types
of qualifying projects under the Code have become increasingly limited,
particularly since the enactment of the Tax Reform Act of 1986. Under current
provisions of the Code, tax-exempt financing remains available, under prescribed
conditions, for certain privately owned and operated facilities of organizations
described in Section 501(c)(3) of the Code, multi-family rental housing
facilities, airports, docks and wharves, mass commuting facilities and solid
waste disposal projects, among others, and for the tax-exempt refinancing of
various kinds of other private commercial projects originally financed with
tax-exempt bonds. In future years, the types of projects qualifying under the
Code for tax-exempt financing could become increasingly limited.
MUNICIPAL NOTES. Municipal notes, which may be either "general obligation" or
"revenue" securities, are intended to fulfill the short-term capital needs of
the issuer and generally have maturities not exceeding one year. Examples of
municipal notes are short-term tax anticipation notes, bond anticipation notes,
revenue anticipation notes, construction loan notes, pre-refunded municipal
bonds and tax-free commercial paper. Tax anticipation notes typically are sold
to finance working capital needs of municipalities in anticipation of receiving
property taxes on a future date. Bond anticipation notes are sold on an interim
basis in anticipation of a municipality issuing a longer term bond in the
future. Revenue anticipation notes are issued in expectation of receipt of other
types of revenue such as those available under the Federal Revenue Sharing
Program. Construction loan notes are instruments insured by the Federal Housing
Administration with permanent financing by "Fannie Mae" (the Federal National
Mortgage Association) or "Ginnie Mae" (the Government National Mortgage
Association) at the end of the project construction period. Pre-refunded
municipal
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bonds are bonds which are not yet refundable, but for which securities have been
placed in escrow to refund an original municipal bond issue when it becomes
refundable. Tax-free commercial paper is an unsecured promissory obligation
issued or guaranteed by a municipal issuer.
MUNICIPAL LEASE OBLIGATIONS. Municipal lease obligations, which may take the
form of a lease, an installment purchase, or a conditional sale contract, are
issued by state and local governments and authorities to acquire land and a wide
variety of equipment and facilities.
Municipal leases frequently have risks distinct from those associated with
general obligation or revenue bonds. State constitutions and statutes set forth
requirements that states or municipalities must meet to incur debt. These may
include voter referenda, interest rate limits, or public sale requirements.
Leases, installment purchases, or conditional sale contracts (which normally
provide for title to the leased asset to pass to the governmental issuer) have
evolved as a means for governmental issuers to acquire property and equipment
without meeting their constitutional and statutory requirements for the issuance
of debt. Many leases and contracts include "non-appropriation clauses" providing
that the governmental issuer has no obligation to make future payments under the
lease or contract unless money is appropriated for such purposes by the
appropriate legislative body on a yearly or other periodic basis.
Non-appropriation clauses free the issuer from debt issuance limitations. The
Portfolio's ability to recover under such a lease in the event of
non-appropriation or default will be limited solely to the repossession of the
leased property in the event foreclosure proves difficult. In addition to the
"non-appropriation" risk, these securities represent a relatively new type of
financing that has not yet developed the depth of marketability associated with
more conventional bonds.
Investment in municipal lease obligations is generally made indirectly (i.e.,
not as a lessor of the property) through a participation interest in such
obligations owned by a bank or other third party. A participation interest gives
the investor a specified, undivided interest in the obligation in proportion to
its purchased interest in the total amount of the obligation.
MUNICIPAL PORTFOLIO. The Municipal Portfolio anticipates being as fully invested
as practicable in municipal securities; however, there may be occasions when, as
a result of maturities of portfolio securities, sales of Portfolio shares, or in
order to meet redemption requests, the Portfolio may hold cash that is not
earning income. In addition, there may be occasions when, in order to raise cash
to meet redemptions, the Portfolio may be required to sell securities at a loss.
From time to time, the Portfolio may invest a portion of its assets on a
temporary basis in fixed-income obligations whose interest is subject to federal
income tax. For example, the Portfolio may invest in obligations whose interest
is federally taxable pending the investment or reinvestment in municipal
securities of proceeds from the sale of its shares or sales of portfolio
securities. Should the Portfolio invest in federally taxable obligations, it
would purchase securities that in the Investment Manager's judgment are of high
quality. These would include obligations issued or guaranteed by
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the U.S. government or its agencies or instrumentalities; obligations of
domestic banks; and repurchase agreements. In addition, the Portfolio may
deviate from its investment policies and may adopt temporary defensive measures
when significant adverse market, economic, political or other circumstances
require immediate action in order to avoid losses. During such periods, the
Portfolio may temporarily invest its assets, without limitation, in taxable
temporary investments. The Portfolio will purchase taxable obligations only if
they meet its quality requirements.
ADDITIONAL RISK CONSIDERATIONS. The federal bankruptcy statutes relating to the
adjustments of debts of political subdivisions and authorities of states of the
United States provide that, in certain circumstances, such subdivisions or
authorities may be authorized to initiate bankruptcy proceedings without prior
notice to or consent of creditors, which proceedings could result in material
adverse changes in the rights of holders of obligations issued by such
subdivisions or authorities.
Litigation challenging the validity under the state constitutions of present
systems of financing public education has been initiated or adjudicated in a
number of states, and legislation has been introduced to effect changes in
public school finances in some states. In other instances there has been
litigation challenging the issuance of pollution control revenue bonds or the
validity of their issuance under state or federal law which ultimately could
affect the validity of those municipal securities or the tax-free nature of the
interest thereon.
Proposals to restrict or eliminate the federal income tax exemption for interest
on municipal obligations are introduced before Congress from time to time.
Proposals also may be introduced before state legislatures that would affect the
state tax treatment of the Portfolio's distributions. If such proposals were
enacted, the availability of municipal obligations and the value of the
Municipal Portfolio's holdings would be affected and the directors would
reevaluate the Portfolio's investment objective and policies.
PUT FEATURES
Put features entitle the holder to sell a security (including a repurchase
agreement) back to the issuer or a third party at any time or at specific
intervals. They are subject to the risk that the put provider is unable to honor
the put feature (purchase the security). Put providers often support their
ability to buy securities on demand by obtaining letters of credit or other
guarantees from domestic or foreign banks. The Investment Manager may rely on
its evaluation of a bank's credit in determining whether to purchase a security
supported by a letter of credit. In evaluating a foreign bank's credit, the
Investment Manager will consider whether adequate public information about the
bank is available and whether the bank may be subject to unfavorable political
or economic developments, currency controls, or other government restrictions
that might affect the bank's ability to honor its credit commitment. Demand
features, standby commitments, and tender options are types of put features.
REPURCHASE AGREEMENTS
Each Portfolio may enter into repurchase agreements, which are instruments under
which a Portfolio acquires ownership of a security from a broker-dealer or bank
that
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agrees to repurchase the security at a mutually agreed upon time and price
(which price is higher than the purchase price), thereby determining the yield
during the Portfolio's holding period. Repurchase agreements are, in effect,
loans collateralized by the underlying securities. Maturity of the securities
subject to repurchase may exceed one year. It is each Portfolio's current policy
to engage in repurchase agreement transactions with parties whose
creditworthiness has been reviewed and found satisfactory by the Investment
Manager ; however, it does not presently appear possible to eliminate all risks
from these transactions. In the event of a bankruptcy or other default of a
seller of a repurchase agreement, a Portfolio might have expenses in enforcing
its rights, and could experience losses, including a decline in the value of the
underlying security and loss of income.
REVERSE REPURCHASE AGREEMENTS
Reverse repurchase agreements are transactions in which a Portfolio sells a
security and simultaneously commits to repurchase that security from the buyer
at an agreed-upon price on an agreed-upon future date. The resale price in a
reverse repurchase agreement reflects a market rate of interest that is not
related to the coupon rate or maturity of the sold security. For certain demand
agreements, there is no agreed-upon repurchase date and interest payments are
calculated daily, often based upon the prevailing overnight repurchase rate.
Generally, a reverse repurchase agreement enables a Portfolio to recover for the
term of the reverse repurchase agreement all or most of the cash invested in the
portfolio securities sold and to keep the interest income associated with those
portfolio securities. Such transactions are advantageous only if the interest
cost to the Portfolio of the reverse repurchase transaction is less than the
cost of obtaining the cash otherwise. In addition, interest costs on the money
received in a reverse repurchase agreement may exceed the return received on the
investments made by the Portfolio with those monies. The use of reverse
repurchase agreement proceeds to make investments may be considered to be a
speculative technique.
While a reverse repurchase agreement is outstanding, a Portfolio will segregate
appropriate liquid assets to cover its obligation under the agreement. Each
Portfolio will enter into reverse repurchase agreements only with parties whose
creditworthiness has been found satisfactory by the Investment Manager.
RULE 144A SECURITIES
If otherwise consistent with its investment objectives and policies, each
Portfolio, other than the Government Portfolio, may invest in Rule 144A
securities. Rule 144A securities are securities that are not registered under
the Securities Act of 1933 but which can be sold to "qualified institutional
buyers" in accordance with Rule 144A under the Securities Act of 1933. Any such
security will not be considered illiquid so long as it is determined by the
Company's Board of Directors or the Investment Manager, acting under guidelines
approved and monitored by the Company's Board, that an adequate trading market
exists for that security. This investment practice could have the effect of
increasing the level of illiquidity in a Portfolio during any period that
qualified institutional buyers become uninterested in purchasing these
restricted securities.
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RULE 2A-7 MATTERS
Each Portfolio must comply with the requirements of Rule 2a-7. Under the
applicable quality requirements of Rule 2a-7, the Portfolios may purchase only
U.S. dollar-denominated instruments that are determined to present minimal
credit risks and that are at the time of acquisition "eligible securities" as
defined in Rule 2a-7. Generally, eligible securities are divided into "first
tier" and "second tier" securities. First tier securities are generally those in
the highest rating category (e.g., A-1 by S&P) or unrated securities deemed to
be comparable in quality, government securities and securities issued by other
money market funds. Second tier securities are generally those in the second
highest rating category (e.g., A-2 by S&P) or unrated securities deemed to be
comparable in quality. See "Annex - Ratings of Investments."
Except to the limited extent permitted by Rule 2a-7 and except for government
securities, no Portfolio may invest more than 5% of its total assets in the
securities of any one issuer. The Money Market Portfolio may not invest more
than 5% of its total assets in second tier securities. In addition, the Money
Market Portfolio may not invest more than 1% of its total assets or $1 million
(whichever is greater) in the second tier securities of a single issuer. The
Municipal Portfolio's investment in second tier "conduit securities" (as defined
in Rule 2a-7) is limited to 5% of the Portfolio's total assets and, with respect
to second tier conduit securities issued by a single issuer, the greater of $1
million or 1% of the Portfolio's total assets. Generally, conduit securities are
securities issued to finance non-governmental private projects, such as
retirement homes, private hospitals, local housing projects, and industrial
development projects, with respect to which the ultimate obligor is not a
government entity.
Each Portfolio will maintain a dollar-weighted average maturity of 90 days or
less and will limit its investments to securities that have remaining maturities
of 397 calendar days or less or other features that shorten maturities in a
manner consistent with the requirements of Rule 2a-7, such as interest rate
reset and demand features.
SECTION 4(2) PAPER
The Money Market Portfolio may invest in Section 4(2) paper. Section 4(2) paper
is restricted as to disposition under the federal securities laws, and generally
is sold to institutional investors such as the Money Market Portfolio who agree
that they are purchasing the paper for investment and not with a view to public
distribution. Any resale by the purchaser must be in an exempt transaction.
Section 4(2) paper normally is resold to other institutional investors like the
Portfolio through or with the assistance of the issuer or investment dealers who
make a market in the Section 4(2) paper, thus providing liquidity. The
Investment Manager considers the legally restricted but readily saleable Section
4(2) paper to be liquid. However, pursuant to procedures adopted by the
Company's Board of Directors, if an investment in Section 4(2) paper is not
determined by the Investment Manager to be liquid, that investment will be
included within the 10% limitation on illiquid securities. The Investment
Manager will monitor the liquidity of the Portfolio's investments in Section
4(2) paper on a continuous basis.
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SECURITIES LENDING
Each Portfolio may lend portfolio securities in amounts up to 33 1/3% of its
respective total assets to brokers, dealers and other financial institutions,
provided such loans are callable at any time by the Portfolio and are at all
times secured by cash or by equivalent collateral. By lending its portfolio
securities, a Portfolio will receive income while retaining the securities'
potential for capital appreciation. As with any extensions of credit, there are
risks of delay in recovery and, in some cases, even loss of rights in the
collateral should the borrower of the securities fail financially. However, such
loans of securities will only be made to firms deemed to be creditworthy by the
Investment Manager.
STANDBY COMMITMENTS
The Municipal Portfolio may acquire standby commitments. Standby commitments are
put options that entitle holders to same day settlement at an exercise price
equal to the amortized cost of the underlying security plus accrued interest, if
any, at the time of exercise. The Municipal Portfolio may acquire standby
commitments to enhance the liquidity of portfolio securities, but only when the
issuers of the commitments present minimal risk of default. Ordinarily, the
Municipal Portfolio may not transfer a standby commitment to a third party,
although it could sell the underlying municipal security to a third party at any
time. The Portfolio may purchase standby commitments separate from or in
conjunction with the purchase of securities subject to such commitments. In the
latter case, the Portfolio would pay a higher price for the securities acquired,
thus reducing their yield to maturity. Standby commitments will not affect the
dollar-weighted average maturity of the Portfolio, or the valuation of the
securities underlying the commitments. Issuers or financial intermediaries may
obtain letters of credit or other guarantees to support their ability to buy
securities on demand. The Investment Manager may rely upon its evaluation of a
bank's credit in determining whether to invest in an instrument supported by a
letter of credit. Standby commitments are subject to certain risks, including
the ability of issuers of standby commitments to pay for securities at the time
the commitments are exercised; the fact that standby commitments are not
marketable by the Portfolios; and the possibility that the maturities of the
underlying securities may be different from those of the commitments.
STRIPPED GOVERNMENT SECURITIES
Each of the Portfolios, except the Municipal Portfolio, may purchase U.S.
Treasury STRIPS (Separate Trading of Registered Interest and Principal of
Securities), which are created when the coupon payments and the principal
payment are stripped from an outstanding Treasury bond by the Federal Reserve
Bank. These instruments are issued at a discount to their "face value" and may
exhibit greater price volatility than ordinary debt securities because of the
manner in which their principal and interest are returned to investors. Bonds
issued by the Resolution Funding Corporation (REFCORP) can also be stripped in
this fashion. REFCORP Strips are eligible investments for the Money Market
Portfolio and the U.S. Government Portfolio. The Money Market Portfolio can
purchase privately stripped government securities, which are created when a
dealer deposits a Treasury security or federal agency security with a custodian
for safekeeping and then sells the coupon payments and principal payment that
will be generated by this security. Proprietary receipts, such as Certificates
of Accrual on Treasury Securities (CATS), Treasury Investment Growth Receipts
(TIGRs), and
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generic Treasury Receipts (TRs), are stripped U.S. Treasury securities that are
separated into their component parts through trusts created by their broker
sponsors. Bonds issued by the Financing Corporation (FICO) can also be stripped
in this fashion. Because of the view of the SEC on privately stripped government
securities, the Money Market Portfolio must evaluate them as it would
non-government securities pursuant to regulatory guidelines applicable to all
money market funds.
TENDER OPTION BONDS
The Municipal Portfolio may purchase tender option bonds. Tender option bonds
are created by coupling an intermediate- or long-term, fixed-rate, tax-exempt
bond (generally held pursuant to a custodial arrangement) with a tender
agreement that gives the holder the option to tender the bond at its face value.
As consideration for providing the tender option, the sponsor (usually a bank,
broker-dealer, or other financial institution) receives periodic fees equal to
the difference between the bond's fixed coupon rate and the rate (determined by
a remarketing or similar agent) that would cause the bond, coupled with the
tender option, to trade at par on the date of such determination. After payment
of the tender option fee, the Portfolio effectively holds a demand obligation
that bears interest at the prevailing short-term tax-exempt rate. Subject to
applicable regulatory requirements, the Municipal Portfolio may buy tender
option bonds if the agreement gives the Portfolio the right to tender the bond
to its sponsor no less frequently than once every 397 days. In selecting tender
option bonds for the Portfolio, the Investment Manager will consider the
creditworthiness of the issuer of the underlying bond, the custodian, and the
third party provider of the tender option. In certain instances, a sponsor may
terminate a tender option if, for example, the issuer of the underlying bond
defaults on an interest payment.
VARIABLE OR FLOATING RATE OBLIGATIONS
Each Portfolio may invest in variable rate or floating rate obligations.
Floating rate instruments have interest rates that change whenever there is a
change in a designated base rate while variable rate instruments provide for a
specified periodic adjustment in the interest rate. The interest rate of
variable rate obligations ordinarily is determined by reference to or is a
percentage of an objective standard such as a bank's prime rate, the 90-day U.S.
Treasury Bill rate, or the rate of return on commercial paper or bank
certificates of deposit. Generally, the changes in the interest rate on variable
rate obligations reduce the fluctuation in the market value of such securities.
Accordingly, as interest rates decrease or increase, the potential for capital
appreciation or depreciation is less than for fixed-rate obligations. Each
Portfolio determines the maturity of variable rate obligations and floating rate
obligations in accordance with Rule 2a-7, which allows the Portfolio to consider
certain of such instruments as having maturities shorter than the maturity date
on the face of the instrument.
WHEN-ISSUED AND DELAYED DELIVERY BASIS SECURITIES
Each Portfolio may invest in when-issued and delayed delivery basis securities.
Typically, no interest accrues to the purchaser until the security is delivered.
When purchasing securities on a when-issued or delayed delivery basis, a
Portfolio assumes the rights and risks of ownership, including the risk of price
and yield fluctuations. A security purchased on a when-issued basis is subject
to changes in market value based upon changes in the level of interest rates and
investors' perceptions of the
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creditworthiness of the issuer. Generally such securities will appreciate in
value when interest rates decline and decrease in value when interest rates
rise. Because a Portfolio is not required to pay for securities until the
delivery date, these risks are in addition to the risks associated with each
Portfolio's other investments. If a Portfolio remains substantially fully
invested at a time when when-issued or delayed delivery purchases are
outstanding, the purchases may result in a form of leverage. At the time of
delivery of the securities, the value may be more or less than the purchase
price and an increase in the percentage of the Portfolio's assets committed to
the purchase of securities on a when-issued or delayed delivery basis may
increase the volatility of the Portfolio's net asset value.
When a Portfolio has sold a security on a delayed delivery basis, the Portfolio
does not participate in further gains or losses with respect to the security. If
the other party to a delayed delivery transaction fails to deliver or pay for
the securities, a Portfolio could miss a favorable price or yield opportunity,
or could suffer a loss. Each Portfolio may renegotiate when-issued or delayed
delivery transactions after they are entered into, and may sell underlying
securities before they are delivered, which may result in capital gains or
losses. The sale of such securities by the Municipal Portfolio may result in the
realization of gains that are not exempt from federal income tax.
In determining the maturity of portfolio securities purchased on a when-issued
or delayed delivery basis, the Portfolio will consider them to have been
purchased on the date when it committed itself to the purchase. When when-issued
or delayed delivery purchases are outstanding, a Portfolio will segregate
appropriate liquid assets to cover its purchase obligations. A Portfolio will
make commitments to purchase securities on a when-issued or delayed delivery
basis only with the intention of actually acquiring or disposing of the
securities, but the Portfolio reserves the right to sell these securities before
the settlement date if deemed advisable.
ZERO COUPON BONDS
Each Portfolio may invest in zero coupon bonds. Zero coupon bonds do not make
regular interest payments. Instead, they are sold at a discount from their face
value and are redeemed at face value when they mature. Because zero coupon bonds
do not pay current income, their prices can be very volatile when interest rates
change. In calculating its daily dividend, a Portfolio takes into account as
income a portion of the difference between a zero coupon bond's purchase price
and its face value.
--------------------------------
FUTURE DEVELOPMENTS
Each Portfolio may invest in securities and in other instruments that do not
presently exist but may be developed in the future, provided that each such
investment is consistent with such Portfolio's investment objectives, policies
and restrictions and is otherwise legally permissible under federal and state
laws. The Prospectus and/or SAI will be amended or supplemented as appropriate
to discuss any such new investments.
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<PAGE>
THE FOLLOWING ARE THE FUNDAMENTAL INVESTMENT RESTRICTIONS OF EACH PORTFOLIO OF
THE COMPANY. EACH PORTFOLIO MAY NOT (UNLESS NOTED OTHERWISE):
(1) with respect to 75% of its total assets, purchase the securities of any
issuer (other than securities issued or guaranteed by the U.S. government, or
any of its agencies or instrumentalities) if, as a result thereof, (a) more than
5% of the Portfolio's total assets would be invested in the securities of that
issuer, or (b) the Portfolio would hold more than 10% of the outstanding voting
securities of that issuer;
(2) with respect to the Municipal Portfolio, normally invest less than 80% of
its total assets in obligations issued or guaranteed by states, territories and
possessions of the United States and the District of Columbia and their
political subdivisions, agencies and instrumentalities, the income from which is
exempt from federal income tax, but may be subject to federal alternative
minimum tax liability;
(3) issue senior securities, except as permitted under the Investment Company
Act;
(4) make short sales of securities or purchase securities on margin (but a
Portfolio may obtain such short-term credits as may be necessary for the
clearance of purchases and sales of securities);
(5) borrow money, except that each Portfolio may: (i) borrow money for temporary
defensive or emergency purposes (not for leveraging or investment), (ii) engage
in reverse repurchase agreements for any purpose, and (iii) pledge its assets in
connection with such borrowing to the extent necessary; provided that (i) and
(ii) in combination do not exceed 33 1/3% of the Portfolio's total assets
(including the amount borrowed) less liabilities (other than borrowings). Any
borrowings that exceed this amount will be reduced within three days (not
including Sundays and holidays) to the extent necessary to comply with the 33
1/3% limitation. A Portfolio will not purchase any security, other than a
security with a maturity of one day, while reverse repurchase agreements or
borrowings representing more than 5% of its total assets are outstanding;
(6) act as an underwriter (except as it may be deemed such in a sale of
restricted securities);
(7) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or instrumentalities;
or, in the case of the Municipal Portfolio, tax-exempt obligations issued or
guaranteed by a U.S. territory or possession or a state or local government, or
a political subdivision, agency or instrumentality of any of the foregoing) if,
as a result, more than 25% of the Portfolio's total assets would be invested in
the securities of companies whose principal business activities are in the same
industry, except that the Money Market Portfolio may invest more than 25% of its
total assets in the financial services industry and the Municipal Portfolio may
invest more than 25% of its total assets in industrial development bonds related
to a single industry. The Money Market Portfolio specifically reserves the right
to invest up to 100% of its assets in certificates of deposit or bankers'
acceptances issued by U.S. banks including their foreign branches, and U.S.
branches of foreign banks, in accordance with its investment objectives and
policies;
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<PAGE>
(8) purchase or sell real estate unless acquired as a result of ownership of
securities or other instruments (but this shall not prevent a Portfolio from
investing in securities or other instruments backed by real estate or securities
of companies engaged in the real estate business);
(9) buy or sell commodities or commodity (futures) contracts, except for
financial futures and options thereon. This limitation does not apply to options
attached to, or acquired or traded together with, their underlying securities,
and does not apply to securities that incorporate features similar to options or
futures contracts;
(10) lend any security or make any other loan if, as a result, more than 33 1/3%
of its total assets would be loaned to other parties, but this limit does not
apply to purchases of debt securities or to repurchase agreements; or
(11) purchase securities of other investment companies, except in connection
with a merger, consolidation, reorganization or acquisition of assets or to the
extent otherwise permitted by the Investment Company Act; however, a Portfolio
may, notwithstanding any other fundamental investment policy or limitation,
invest all of its assets in the securities of a single open-end management
investment company with substantially the same fundamental investment
objectives, policies, and restrictions as the Portfolio.
THE FOLLOWING INVESTMENT RESTRICTIONS ARE NOT FUNDAMENTAL, AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL. EACH PORTFOLIO DOES NOT CURRENTLY INTEND:
(i) To purchase a security (other than a security issued or guaranteed by the
U.S. government or any of its agencies or instrumentalities, or a security
subject to an "guarantee issued by a non-controlled person," as defined in Rule
2a-7) if, as a result, more than 5% of its total assets would be invested in the
securities of a single issuer, provided that a Portfolio may invest up to 25% of
its total assets in the first tier securities of a single issuer for up to three
business days;
(ii) to purchase or hold any security if, as a result, more than 10% of its net
assets would be invested in securities that are deemed to be illiquid because
they are subject to legal or contractual restrictions on resale or because they
cannot be sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued, including repurchase
agreements not entitling the holder to payment of principal and interest within
seven days upon notice and securities restricted as to disposition under federal
securities laws, except for commercial paper issued in reliance on the "private
placement" exemption afforded by Section 4(2) of the Securities Act of 1933
("Section 4(2) paper") , securities eligible for resale pursuant to Rule 144A
under the Securities Act of 1933 ("Rule 144A securities"), and other securities,
that are determined to be liquid pursuant to procedures adopted by the Company's
Board of Directors; or
(iii) to invest in financial futures and options thereon.
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<PAGE>
PORTFOLIO TRANSACTIONS
Portfolio transactions are undertaken principally to pursue the objective of
each Portfolio in relation to movements in the general level of interest rates,
to invest money obtained from the sale of Portfolio shares, to reinvest proceeds
from maturing portfolio securities and to meet redemptions of Portfolio shares.
This may increase or decrease the yield of a Portfolio depending upon the
Investment Manager's ability to correctly time and execute such transactions.
Each Portfolio normally intends to hold its portfolio securities to maturity.
The Portfolios do not intend to trade portfolio securities although they may do
so to take advantage of short-term market movements.
The Investment Manager places orders for the purchase and sale of assets with
brokers and dealers selected by and in the discretion of the Investment Manager.
In placing orders for the Portfolio's portfolio transactions, the Investment
Manager seeks "best execution" (i.e., prompt and efficient execution at the most
favorable prices). Consistent with the policy of "best execution," orders for
portfolio transactions are placed with broker-dealer firms giving consideration
to the quality, quantity and nature of the firms' professional services which
include execution, clearance procedures, reliability and other factors. In
selecting among the firms believed to meet the criteria for handling a
particular transaction, the Investment Manager may give consideration to those
firms that provide market, statistical and other research information to the
Company and the Investment Manager, although the Investment Manager is not
authorized to pay higher prices to firms that provide such services. Any
research benefits derived from such services are available for all clients of
the Investment Manager and may not be used in connection with the Portfolios.
Because statistical and other research information is only supplementary to the
Investment Manager's research efforts and still must be analyzed and reviewed by
its staff, the receipt of research information is not expected to significantly
reduce its expenses. In no event will a broker-dealer that is affiliated with
the Investment Manager receive brokerage commissions in recognition of research
services provided to the Investment Manager.
The Company expects that purchases and sales of portfolio securities usually
will be principal transactions. Fixed income portfolio securities are normally
purchased directly from the issuer or from an underwriter or market maker for
the securities. There usually are no brokerage commissions paid for such
purchases. Purchases from underwriters of portfolio securities include a
commission or concession paid by the issuer to the underwriter, and purchases
from dealers serving as market makers include the spread between the bid and ask
prices. In the case of securities traded in the over-the-counter markets, there
is generally no stated commission, but the price usually includes an undisclosed
commission or markup.
The Investment Manager may employ broker-dealer affiliates of the Investment
Manager (collectively "Affiliated Brokers") to effect portfolio transactions for
the Portfolios, provided certain conditions are satisfied. Payment of brokerage
commissions to Affiliated Brokers is subject to Section 17(e) of the Investment
Company Act and Rule 17e-1 thereunder, which require, among other things, that
commissions for transactions on securities exchanges paid by a registered
investment company to a broker that is an affiliated person of such investment
company, or an
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<PAGE>
affiliated person of another person so affiliated, not exceed the usual and
customary brokers' commissions for such transactions. The Board of Directors,
including a majority of the directors who are not "interested persons" of the
Company within the meaning of such term as defined in the Investment Company Act
("Disinterested Directors"), has adopted procedures to ensure that commissions
paid to Affiliated Brokers by the Portfolios satisfy the standards of Section
17(e) and Rule 17e-1.
The investment decisions for each Portfolio will be reached independently from
those for each other and for other accounts, if any, managed by the Investment
Manager. On occasions when the Investment Manager deems the purchase or sale of
securities to be in the best interest of one or more Portfolios as well as other
clients of the Investment Manager, the Investment Manager, to the extent
permitted by applicable laws and regulations, may, but shall be under no
obligation to, aggregate the securities to be so sold or purchased in order to
obtain the most favorable price or lower brokerage commissions and efficient
execution. In such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by the Investment
Manager in accordance with its policy for aggregation of orders, as in effect
from time to time. In some cases this procedure may affect the size or price of
the position obtainable for a Portfolio.
DIRECTORS AND EXECUTIVE OFFICERS
Responsibility for overall management of the Company rests with its Board of
Directors in accordance with Maryland law.
The directors and executive officers of the Company, along with their principal
occupations over the past five years and their affiliations, if any, with the
Investment Manager and Funds Distributor, Inc. ("FDI"), the Company's
distributor, are listed below.
RICHARD W. DALRYMPLE, Director. Mr. Dalrymple has served as a Director or
Trustee of each of the Company , National Investors Cash Management Fund, Inc.
("NICM") and TD Waterhouse Trust ("TDT") since December 12, 1995, February 26,
1998 and September 8, 1999, respectively. Mr. Dalrymple has been the President
of Teamwork Management, Inc. since January 1997. Mr. Dalrymple has been a
Trustee of The Shannon McCormack Foundation since 1988, the Kevin Scott
Dalrymple Foundation since 1993 and a Director of National Center for Disability
Services since 1983. From 1990 through 1995, Mr. Dalrymple served as President
and Chief Operating Officer of Anchor Bank. From 1985 through 1990, Mr.
Dalrymple worked for the Bank of Boston. During this time, Mr. Dalrymple served
as the President of Massachusetts Banking and the Southern New England Region,
and as Department Executive of Banking Services. He is 56 years old. Mr.
Dalrymple's address is 70 West Red Oak Lane, White Plains, NY 10604.
CAROLYN B. LEWIS, Director. Ms. Lewis has served as a Director or Trustee of
each of the Company , NICM and TDT since February 26, 1998, February 26, 1998
and September 8, 1999, respectively. Since March 1997, Ms. Lewis has served as
President
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<PAGE>
of The CBL Group providing professional services to clients in the securities
and healthcare industries. Ms. Lewis spent over 30 years at the United States
Securities and Exchange Commission (SEC) in various positions including Senior
Financial Analyst, Branch Chief and Assistant Director. In September 1997, Ms.
Lewis was appointed a member of the Board of Governors of the Philadelphia Stock
Exchange. Presently, Ms. Lewis is a member of the Board of Directors of the
Metropolitan Washington Airports Authority and a director on various healthcare
and hospital Boards, including Chairman of the Board of Trustees of the American
Hospital Association. She is 63 years old. Ms. Lewis' address is 2920 W Street
Southeast, Washington, DC 20020.
GEORGE F. STAUDTER*, Director. Mr. Staudter has served as Chairman of the Board
of Directors of the Company and Chairman and Trustee of the Board of Trustees of
TDT since December 12, 1995 and September 8, 1999, respectively. Mr. Staudter is
a Director of Koger Equity, Inc. Mr. Staudter served as a Director of Waterhouse
Investor Services, Inc. from 1987 to 1996. Since 1989, Mr. Staudter has served
as a Managerial and Financial Consultant, rendering investment management, tax
and estate planning services to individual clients, and strategic planning
advice to corporate clients. From 1993 through 1994, Mr. Staudter was the Chief
Executive Officer and served on the Board of Directors for Family Steak Houses
of Florida, Inc. He is 68 years old. Mr. Staudter's address is 9637 Preston
Trail West, Ponte Vedra, FL 32082.
LAWRENCE J. TOAL, Director. Mr. Toal has served as a Director or Trustee of each
of the Company and TDT since December 12, 1995 and September 8, 1999,
respectively. Mr. Toal is Chairman, President and Chief Executive Officer of
Dime Bancorp, Inc. and its subsidiary, The Dime Savings Bank of New York, FSB
(the "Dime") . He joined the Dime in 1991 as President and Chief Operating
Officer. Prior to joining the Dime, Mr. Toal had been President of PSFS, a $10
billion Philadelphia thrift from 1988 to 1991. Mr. Toal spent 26 years at The
Chase Manhattan Bank, N.A., in various senior management positions in consumer,
corporate and international banking areas in the United States, Europe and Asia.
He is 62 years old. Mr. Toal's address is 589 Fifth Avenue, 3rd Floor, New York,
NY 10017.
GEORGE A. RIO**, President, Treasurer and Chief Financial Officer. Mr. Rio is
Executive Vice President and Client Service Director of FDI since April 1998,
and an officer of certain investment companies distributed by FDI or its
affiliates. From June 1995 to March 1998, Mr. Rio was Senior Vice President and
Senior Key Account Manager for Putnam Mutual Funds. From May 1994 to June 1995,
Mr. Rio was Director of Business Development for First Data Corporation. He is
44 years old.
CHRISTOPHER J. KELLEY**, Vice President and Secretary. Mr. Kelley is Vice
President and Senior Associate General Counsel of FDI, and an officer of certain
investment companies distributed by FDI or its affiliates. From April 1994 to
July 1996, Mr. Kelley was Assistant Counsel at Forum Financial Group. He is 34
years old.
* THIS DIRECTOR IS AN "INTERESTED PERSON" OF THE COMPANY.
** ADDRESS: 60 STATE STREET, SUITE 1300, BOSTON, MA 02109
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<PAGE>
On December 15, 1999, the officers and directors of the Company, as a group,
owned less than 1% of the outstanding shares of each Portfolio.
Officers and directors who are interested persons of the Investment Manager or
FDI receive no compensation from the Company. Each director who is not an
interested person serving on the board of a company in the "Fund Complex" (which
also includes NICM and TDT, other investment companies advised by the Investment
Manager) receives (i) a complex-wide annual retainer of $12,000, (ii) a
supplemental annual retainer of $5,000 if serving on the board of more than one
fund in the Fund Complex (TDT and the Company are treated as one fund for the
purpose of calculating this fee), and (iii) a meeting fee of $2,000 for each
meeting attended. Directors who are not interested persons will also be
reimbursed for their expenses by the Company. Directors who are interested
persons of the Company may be compensated by the Investment Manager or its
affiliates for their services to the Company.
The amounts of compensation that the Company (and Fund Complex) paid to each
director (or trustee, as the case may be) for the fiscal year ended October 31,
1999, are as follows:
<TABLE>
<CAPTION>
Pension or
Aggregate Retirement Estimated
Compensation Benefits Accrued Annual Total Compensation
Name of Board from as Part of Benefits Upon from Fund Complex (1)
Member Company (3) Company's Expenses Retirement Paid to Board Members (3)
------ ----------- ------------------ ---------- -------------------------
<S> <C> <C> <C> <C>
Richard W. Dalrymple $9,375 $0 $0 $25,000
Carolyn B. Lewis $9,375 $0 $0 $25,000
George F. Staudter (2) $0 $0 $0 $0
Lawrence J. Toal $15,000 $0 $0 $20,000
- ---------------------------------
(1) "Fund Complex" includes the Company, NICM and TDT, investment companies also
advised by the Investment Manager.
(2) Interested director of the Company.
(3) Amounts do not include reimbursed expenses for attending Board meetings or
compensation from the Investment Manager or its affiliates.
</TABLE>
INVESTMENT MANAGEMENT, DISTRIBUTION AND OTHER SERVICES
INVESTMENT MANAGEMENT
TD Waterhouse Asset Management, Inc., a Delaware corporation, is the Investment
Manager of each Portfolio. Pursuant to the Investment Management Agreement with
the Company on behalf of each Portfolio, the Investment Manager manages each
Portfolio's investments in accordance with its stated policies and restrictions,
subject to oversight by the Company's Board of Directors. Effective September
20, 1999, the Investment Manager's name was changed from "Waterhouse Asset
Management, Inc." to its present name.
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<PAGE>
The Investment Manager is a majority-owned subsidiary of The Toronto-Dominion
Bank ("TD Bank"). TD Bank, a Canadian chartered bank, is subject to the
provisions of the Bank Act of Canada. The Investment Manager also currently
serves as investment manager to other mutual funds and to TD Waterhouse Bank,
N.A. and as of November 30, 1999 had total assets under management in excess of
$12.7 billion. Personnel of the Investment Manager may invest in securities for
their own account pursuant to a code of ethics that sets forth all employees'
fiduciary responsibilities regarding the Company, establishes procedures for
personal investing and restricts certain transactions.
The Investment Management Agreement will continue in effect only if such
continuance is specifically approved at least annually by (i) a majority vote of
the directors who are not parties to such agreement or interested persons of any
such party except in their capacity as directors of the Company, cast in person
at a meeting called for such purpose, and (ii) by the vote of a majority of the
outstanding voting securities of each Portfolio, or by the Company's Board of
Directors. The Investment Management Agreement may be terminated as to any
Portfolio at any time upon 60 days prior written notice, without penalty, by
either party, or by a majority vote of the outstanding shares of a Portfolio
with respect to that Portfolio, and will terminate automatically upon
assignment. The Investment Management Agreement was approved by the Board of
Directors of the Company, including a majority of the Disinterested Directors
who have no direct or indirect financial interest in the Investment Management
Agreement, and by the shareholders of each Portfolio.
The Investment Management Agreement provides that the Investment Manager will
not be liable for any error of judgment or of law, or for any loss suffered by a
Portfolio in connection with the matters to which such agreement relates, except
a loss resulting from willful misfeasance, bad faith or gross negligence on the
Investment Manager's part in the performance of its obligations and duties, or
by reason of its reckless disregard of its obligations and duties under such
agreement. The services of the Investment Manager to the Portfolios under the
Investment Management Agreement are not exclusive and it is free to render
similar services to others.
For the investment management services furnished to each Portfolio, such
Portfolio pays the Investment Manager an annual investment management fee,
accrued daily and payable monthly, on a graduated basis equal to 0.35% of the
first $1 billion of average daily net assets of each such Portfolio, 0.34% of
the next $1 billion, and 0.33% of average daily net assets of each Portfolio
over $2 billion. The Investment Manager waived a portion of its fee payable by
the Municipal Portfolio through October 31, 1999, which had the effect of
limiting the actual fee paid annually by the Portfolio during that period to
0.25% of average daily net assets.
The Investment Manager and its affiliates may, from time to time, voluntarily
waive or reimburse all or a part of each Portfolio's operating expenses. Expense
reimbursements by the Investment Manager or its affiliates will increase each
Portfolio's total returns and yield. These expense reductions are voluntary and
may be changed or eliminated at any time upon notifying investors.
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<PAGE>
Total fees paid by the Company to the Investment Manager for the fiscal years
ended October 31, 1999, October 31, 1998 and October 31, 1997 were $13,614,660,
$7,895,374 and $5,512,519 for the Money Market Portfolio, $2,374,984, $1,602,146
and $1,394,481 for the U.S. Government Portfolio, and $1,538,867, $1,092,409 and
$883,242 for the Municipal Portfolio, respectively. For the fiscal years ended
October 31, 1999, October 31, 1998 and October 31, 1997, the Investment Manager
voluntarily waived $439,676, $312,133 and $252,458, respectively, of its
investment management fee for the Municipal Portfolio.
ADMINISTRATION
Pursuant to an Administration Agreement with the Company, TD Waterhouse , as
Administrator, provides administrative services to each of the Portfolios.
Administrative services furnished by TD Waterhouse include, among other
services, maintaining and preserving the records of the Company, including
financial and corporate records, computing net asset value, dividends,
performance data and financial information regarding the Company, preparing
reports, overseeing the preparation and filing with the SEC and state securities
regulators of registration statements, notices, reports and other material
required to be filed under applicable laws, developing and implementing
procedures for monitoring compliance with regulatory requirements, providing
routine accounting services, providing office facilities and clerical support as
well as providing general oversight of other service providers. For its services
as administrator, TD Waterhouse receives from each Portfolio an annual fee,
payable monthly, of 0.10% of average daily net assets of such Portfolio. The fee
is accrued daily as an expense of each Portfolio. Prior to June 11, 1997, the
Company retained the Investment Manager to serve as Administrator, for which it
received an annual fee of 0.10% of each Portfolio's average daily net assets.
Total fees paid by the Company to TD Waterhouse for the fiscal year ended
October 31, 1999 were $4,034,742 for the Money Market Portfolio, $678,567 for
the U.S. Government Portfolio and $439,676 for the Municipal Portfolio,
respectively. Total fees paid by the Company to TD Waterhouse for the fiscal
year ended October 31, 1998 were $2,302,554 for the Money Market Portfolio,
$457,756 for the U.S. Government Portfolio and $312,090 for the Municipal
Portfolio, respectively. For the fiscal year ended October 31, 1998, TD
Waterhouse waived 1,788 of its fee with respect to the Municipal Portfolio.
Total fees paid by the Company to TD Waterhouse and the Investment Manager, as
Administrator, for the fiscal year ended October 31, 1997 were $1,591,931 for
the Money Market Portfolio, $398,423 for the U.S. Government Portfolio and
$252,319 for the Municipal Portfolio, respectively.
TD Waterhouse has entered into a Subadministration Agreement with FDI pursuant
to which FDI performs certain of the foregoing administrative services for the
Company. Under this Subadministration Agreement, TD Waterhouse pays FDI's fees
for providing such services. In addition, TD Waterhouse may enter into
subadministration agreements with other persons to perform such services from
time to time.
The Administration Agreement will continue in effect only if such continuance is
specifically approved at least annually by a vote of the Board of Directors,
including a
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<PAGE>
majority of Disinterested Directors who have no direct or indirect financial
interest in the Administration Agreement. The Administration Agreement was
approved by the Board of Directors of the Company, including a majority of the
Disinterested Directors of the Company who have no direct or indirect financial
interest in the Administration Agreement. Each Portfolio or TD Waterhouse may
terminate the Administration Agreement on 60 days' prior written notice without
penalty. Termination by a Portfolio may be by vote of the Company's Board of
Directors, or a majority of the Disinterested Directors of the Company who have
no direct or indirect financial interest in the Administration Agreement, or by
a majority of the outstanding voting securities of such Portfolio. The
Administration Agreement terminates automatically in the event of its
"assignment" as defined in the Investment Company Act.
The Administration Agreement provides that TD Waterhouse will not be liable for
any error of judgment or of law, or for any loss suffered by a Portfolio in
connection with the matters to which such agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on TD
Waterhouse's part in the performance of its obligations and duties, or by reason
of its reckless disregard of its obligations and duties under such agreement.
DISTRIBUTION
The distributor of the Company is FDI, 60 State Street, Suite 1300, Boston, MA
02109. Pursuant to a Distribution Agreement between the Company and FDI, FDI has
the exclusive right to distribute shares of the Company. FDI may enter into
dealer or agency agreements with affiliates of the Investment Manager and other
firms for the sale of Company shares. FDI has entered into such an agency
agreement with TD Waterhouse. FDI receives no fee from the Company under the
Distribution Agreement for acting as distributor to the Company. FDI also acts
as a subadministrator for the Company.
The Distribution Agreement will continue in effect only if such continuance is
specifically approved at least annually by a vote of the Board of Directors,
including a majority of Disinterested Directors who have no direct or indirect
financial interest in the Distribution Agreement. The Distribution Agreement was
approved by the Board of Directors of the Company, including a majority of
Disinterested Directors who have no direct or indirect financial interest in the
Distribution Agreement. Each Portfolio may terminate the Distribution Agreement
on 60 days' prior written notice without penalty. Termination by a Portfolio may
be by vote of a majority of the Company's Board of Directors, or a majority of
the Disinterested Directors, or by a majority of the outstanding voting
securities of such Portfolio. The Distribution Agreement terminates
automatically in the event of its "assignment" as defined in the Investment
Company Act.
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<PAGE>
SHAREHOLDER SERVICING
The Board of Directors of the Company has approved a Shareholder Servicing Plan
("Servicing Plan") pursuant to which each Portfolio may pay banks,
broker-dealers or other financial institutions that have entered into a
shareholder services agreement with the Company ("Servicing Agents") in
connection with shareholder support services that they provide. Payments under
the Servicing Plan will be calculated daily and paid monthly at a rate set from
time to time by the Board of Directors, provided that the annual rate may not
exceed 0.25% of the average daily net assets of each Portfolio. The shareholder
services provided by the Servicing Agents pursuant to the Servicing Plan may
include, among other services, providing general shareholder liaison services
(including responding to shareholder inquiries), providing information on
shareholder investments, establishing and maintaining shareholder accounts and
records, and providing such other similar services as may be reasonably
requested.
The Servicing Plan was approved by the Board of Directors, including a majority
of the Disinterested Directors who have no direct or indirect financial interest
in the Servicing Plan or the Shareholder Services Agreement. The Servicing Plan
continues in effect as long as such continuance is specifically so approved at
least annually. The Servicing Plan may be terminated by the Company with respect
to any Portfolio by a vote of a majority of the Disinterested Directors who have
no direct or indirect financial interest in the Servicing Plan or any agreements
relating thereto.
Pursuant to a Shareholder Services Agreement between the Company and TD
Waterhouse, TD Waterhouse has agreed to provide shareholder services to each
Portfolio pursuant to the Shareholder Servicing Plan. The Company may enter into
similar agreements with other service organizations, including broker-dealers
and banks whose clients are shareholders of the Company, to act as Servicing
Agents and to perform shareholder support services with respect to such clients.
The Shareholder Services Agreement with TD Waterhouse will continue in effect
only if such continuance is specifically approved at least annually by a vote of
the Board of Directors, including a majority of the Disinterested Directors who
have no direct or indirect financial interest in the Shareholder Services
Agreement. The Shareholder Services Agreement was approved by the Board of
Directors of the Company, including a majority of the Disinterested Directors
who have no direct or indirect financial interest in the Agreement. Each
Portfolio or TD Waterhouse may terminate the Shareholder Services Agreement on
60 days' prior written notice without penalty. Termination by a Portfolio may be
by vote of the Company's Board of Directors, or a majority of the Disinterested
Directors who have no direct or indirect financial interest in the Shareholder
Services Agreement. The Shareholder Services Agreement terminates automatically
in the event of its "assignment" as defined in the Investment Company Act.
Total fees paid by the Company to TD Waterhouse for the fiscal years ended
October 31, 1999, October 31, 1998 and October 31, 1997 were $10,124,166,
$4,668,165 and $3,183,862 for the Money Market Portfolio, $1,696,417, $796,798
and $677,320 for the U.S. Government Portfolio, and $1,106,078, $366,257 and
$277,561 for the Municipal Portfolio, respectively. For the fiscal year ended
October 31, 1999, TD Waterhouse
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<PAGE>
voluntarily waived $8,273,493, $1,322,234 and $469,563 of its shareholder
servicing fee for the Money Market Portfolio, the U.S. Government Portfolio and
the Municipal Portfolio, respectively. For the fiscal year ended October 31,
1998, TD Waterhouse voluntarily waived $3,308,557, $502,792 and $74,948 of its
shareholder servicing fee for the Money Market Portfolio, the U.S. Government
Portfolio and the Municipal Portfolio, respectively. For the fiscal year ended
October 31, 1997, TD Waterhouse voluntarily waived $1,199,480 and $291,674 of
its fee for the Money Market Portfolio and the U.S. Government Portfolio,
respectively.
Conflict of interest restrictions may apply to the receipt by Servicing Agents
of compensation from the Company in connection with the investment of fiduciary
assets in Company shares. Servicing Agents, including banks regulated by the
Comptroller of the Currency, the Federal Reserve Board or the Federal Deposit
Insurance Corporation, and investment advisers and other money managers are
urged to consult their legal advisers before investing such assets in Company
shares.
TRANSFER AGENT AND CUSTODIAN
National Investor Services Corp. (also referred to as the "Transfer Agent"), an
affiliate of the Investment Manager, serves as transfer and dividend disbursing
agent for each Portfolio. For the services provided under the Transfer Agency
and Dividend Disbursing Agency Agreement, which include furnishing periodic and
year-end shareholder statements and confirmations of purchases and sales,
reporting share ownership, aggregating, processing and recording purchases and
redemptions of shares, processing dividend and distribution payments, forwarding
shareholder communications such as proxies, shareholder reports, dividend
notices and prospectuses to beneficial owners, receiving, tabulating and
transmitting proxies executed by beneficial owners and sending year-end tax
reporting to shareholders and the Internal Revenue Service, the Transfer Agent
receives an annual fee, payable monthly, of 0.20% of each Portfolio's average
daily net assets. Prior to September 8, 1999, the Company had retained TD
Waterhouse Bank, N.A. to serve as transfer and dividend disbursing agent, for
which it received an annual fee of 0.20% of each Portfolio's average daily net
assets, and the current Transfer Agent had been retained as sub-transfer and
dividend disbursing agent.
The Transfer Agent is permitted to subcontract any or all of its functions with
respect to all or any portion of a Portfolio's shareholders to one or more
qualified sub-transfer agents or processing agents, which may be affiliates of
the Transfer Agent, FDI or broker-dealers authorized to sell shares of a
Portfolio pursuant to a selling agreement with FDI. The Transfer Agent is
permitted to compensate those agents for their services; however, that
compensation may not increase the aggregate amount of payments by the Portfolios
to the Transfer Agent.
Pursuant to a Custodian Agreement, The Bank of New York (the "Custodian"), 100
Church Street, New York, NY 10286, acts as the custodian of each Portfolio's
assets. The Custodian, among other things, maintains a custody account or
accounts in the name of each Portfolio, receives and delivers all assets for the
Portfolio upon purchase
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and upon sale or maturity, collects all income and other payments and
distributions with respect to the assets of the Portfolio, and pays expenses of
the Portfolio.
OTHER EXPENSES
Each Portfolio pays the expenses of its operations, including the costs of
shareholder and board meetings, the fees and expenses of blue sky and pricing
services, independent auditors, counsel, the Custodian and the Transfer Agent,
reports and notices to shareholders, the costs of calculating net asset value,
brokerage commissions or transaction costs, taxes, interest, insurance premiums,
Investment Company Institute dues and the fees and expenses of qualifying the
Portfolio and its shares for distribution under federal and state securities
laws. In addition, each Portfolio pays for typesetting, printing and mailing
proxy material, prospectuses, statements of additional information, notices and
reports to existing shareholders, and the fees of the Disinterested Directors.
Each Portfolio is also liable for such nonrecurring expenses as may arise,
including costs of any litigation to which the Company may be a party, and any
obligation it may have to indemnify the Company's officers and directors with
respect to any litigation. The Company's expenses generally are allocated among
its investment portfolios (including the Portfolios) on the basis of relative
net assets at the time of allocation, except that expenses directly attributable
to a particular investment portfolio are charged to that portfolio.
DIVIDENDS AND TAXES
DIVIDENDS
On each day that the net asset value ("NAV") of a Portfolio is determined, such
Portfolio's net investment income will be declared at 4:00 p.m. (Eastern time)
as a daily dividend to shareholders of record as of such day's last calculation
of NAV.
Each Portfolio calculates its dividends based on its daily net investment
income. For this purpose, the net investment income of a Portfolio consists of
accrued interest income plus or minus amortized discount or premium minus
accrued expenses. Expenses of each Portfolio are accrued each day.
Because each Portfolio's income is entirely derived from interest or gains from
the sale of debt instruments, dividends from a Portfolio will not qualify for
the dividends received deduction available to corporate shareholders.
Distributions of income realized with respect to market discount will be made,
at least annually, as determined by the Board of Directors, to maintain each
Portfolio's NAV at $1.00 per share.
CAPITAL GAIN DISTRIBUTIONS
If a Portfolio realizes any net capital gain, such gain will be distributed at
least once during the year as determined by the Board of Directors, to maintain
its NAV at $1.00 per share. Short-term capital gain distributions by a Portfolio
are taxable to shareholders as ordinary income, not as capital gain. Any
realized capital loss to the extent not offset by realized capital gain will be
carried forward. It is not anticipated
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that a Portfolio will realize any capital gain from the sale of securities held
for more than 12 months, but if it does so, this gain will be distributed
annually.
TAX STATUS OF THE PORTFOLIOS
Each Portfolio is treated as a separate entity from the other investment
portfolios of the Company for federal income tax purposes. Each Portfolio
intends to continue to meet the requirements of the Code applicable to regulated
investment companies and to distribute all of its investment company taxable
income and net realized gain, if any, to shareholders. Accordingly, it is not
anticipated that any Portfolio will be liable for federal income or excise taxes
to which it would otherwise be subject. Qualification as a regulated investment
company does not either involve governmental supervision of management or
investment practices or policies.
STATE AND LOCAL TAX ISSUES. Shareholders are urged to consult with their tax
advisers as to whether any of the dividends paid by the U.S. Government
Portfolio are exempt from state and local taxation. The exemption from state and
local income taxation does not preclude states from assessing other taxes on the
ownership of U.S. government securities whether such securities are held
directly or through the Company.
FEDERAL INCOME TAX ISSUES - MUNICIPAL PORTFOLIO. Distributions from the
Municipal Portfolio will constitute exempt-interest dividends to the extent of
the Portfolio's tax-exempt interest income (net of expenses and amortized bond
premium). Exempt-interest dividends distributed to shareholders of the Municipal
Portfolio are excluded from gross income for federal income tax purposes.
However, shareholders required to file a federal income tax return will be
required to report the receipt of exempt-interest dividends on their returns.
Moreover, while exempt-interest dividends are excluded from gross income for
federal income tax purposes, they may be subject to alternative minimum tax
("AMT") in certain circumstances and may have other collateral tax consequences
as discussed below. Distributions by the Municipal Portfolio of any investment
company taxable income (which include any short-term capital gains and market
discount) will be taxable to shareholders.
Dividend distributions resulting from the ordinary income treatment of gain from
the sale of bonds purchased with market discount are not considered income for
purposes of the Municipal Portfolio's policy of investing so that at least 80%
of its income is free from federal income tax.
AMT is imposed to the extent it exceeds, the regular tax and is computed at a
maximum marginal rate of 28% for noncorporate taxpayers and 20% for corporate
taxpayers on the excess of the taxpayer's alternative minimum taxable income
("AMTI") over an exemption amount. Exempt-interest dividends derived from
certain "private activity" municipal obligations issued after August 7, 1986
will generally constitute an item of tax preference includable in AMTI for both
corporate and noncorporate taxpayers. Corporate investors should note that 75%
of the amount by which adjusted current earnings (which includes all tax-exempt
interest) exceeds the AMTI of the corporation constitutes an upward adjustment
for purposes of the corporate AMT. Shareholders are advised to consult their tax
advisers with respect to alternative minimum tax consequences of an investment
in the Municipal Portfolio.
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Exempt-interest dividends must be taken into account in computing the portion,
if any, of social security or railroad retirement benefits that must be included
in an individual shareholder's gross income and subject to federal income tax.
Receipt of exempt-interest dividends may result in other collateral federal
income tax consequences to certain taxpayers. Prospective investors should
consult their own tax advisers as to such consequences.
Interest on indebtedness which is incurred to purchase or carry shares of a
mutual fund portfolio which distributes exempt-interest dividends during the
year is not deductible for federal income tax purposes. Further, the Municipal
Portfolio may not be an appropriate investment for (i) persons who are
"substantial users" of facilities financed by industrial development bonds held
by the Municipal Portfolio or are "related persons" to such users; or (ii)
persons who are investing through a tax-exempt retirement plan, IRA or Keogh
Account.
A separate tax is imposed on corporations at a rate of 0.12 percent of the
excess of such corporation's "modified" AMTI over $2,000,000. A portion of
tax-exempt interest, including exempt-interest dividends, may be includable in
modified AMTI.
The Municipal Portfolio purchases municipal obligations based on opinions of
bond counsel regarding the federal income tax status of the obligations. These
opinions generally will be based on covenants by the issuers regarding
continuing compliance with federal tax requirements. If the issuer of an
obligation fails to comply with its covenant at any time, interest on the
obligation could become federally taxable, either prospectively or retroactively
to the date the obligation was issued.
OTHER TAX INFORMATION
Each of the Portfolios may invest in obligations such as zero coupon bonds,
issued with original issue discount ("OID") for federal income tax purposes.
Accrued OID constitutes income subject to the distribution requirements
applicable to regulated investment companies, although such income may not be
represented by any cash payment. Accordingly, it may be necessary for a
Portfolio to dispose of other assets in order to satisfy such distribution
requirements.
The Transfer Agent will send each shareholder a notice in January describing the
tax status of dividend and capital gain distributions (where applicable) for the
prior year.
Each Portfolio generally may be required by law to withhold 31% ("back-up
withholding") of certain dividends, distributions of capital gains and
redemption proceeds paid to certain shareholders who do not furnish a correct
taxpayer identification number (in the case of individuals, a social security
number and in the case of entities, an employer identification number) and in
certain other circumstances. Any tax withheld as a result of backup withholding
does not constitute an additional tax imposed on the shareholder of the account,
and may be claimed as a credit on such shareholder's federal income tax return.
You should consult your own tax adviser regarding the withholding requirement.
Dividends from investment company taxable income (which includes any short-term
capital gains and market discount) paid to
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foreign investors generally will be subject to a 30% (or lower treaty rate)
withholding tax.
The information above, together with the information set forth in the Prospectus
and this SAI, is only a summary of some of the federal income tax consequences
generally affecting each Portfolio and its shareholders, and no attempt has been
made to present a detailed explanation of the tax treatment of each Portfolio or
to discuss individual tax consequences. In addition to federal income taxes,
shareholders may be subject to state and local taxes on Company distributions ,
and shares may be subject to state and local personal property taxes. Investors
should consult their tax advisers to determine whether a Portfolio is suitable
to their particular tax situation.
Foreign shareholders should consult their tax advisers regarding foreign tax
consequences applicable to their purchase of Company shares.
INDEPENDENT AUDITORS AND REPORTS TO SHAREHOLDERS
The Company's independent auditors, Ernst & Young LLP, 787 Seventh Avenue, New
York, NY 10019, audit and report on the Company's annual financial statements,
review certain regulatory reports and the Company's federal income tax returns,
and perform other professional accounting, auditing, tax and advisory services
when engaged to do so by the Company. Shareholders will receive annual audited
financial statements and semi-annual unaudited financial statements. The
Portfolios' October 31, 1999 financial statements and the report thereon of
Ernst & Young LLP from the Portfolios' October 31, 1999 annual report (as filed
with the SEC on December 21, 1999 pursuant to Section 30(b) of the Investment
Company Act and Rule 30b2-1 thereunder (Accession Number 0001089355-99-000074)
are incorporated herein by reference.
SHARE PRICE CALCULATION
The price of each Portfolio's shares on any given day is its NAV per share. NAV
is calculated by the Company for each Portfolio on each day that the New York
Stock Exchange (the "NYSE") and the Custodian are open. In addition to the
holidays on which the NYSE is closed, the Custodian generally is also closed on
Veteran's Day and Columbus Day.
Each Portfolio values its portfolio instruments at amortized cost, which means
that they are valued at their acquisition cost, as adjusted for amortization of
premium or accretion of discount, rather than at current market value. The
amortized cost value of an instrument may be higher or lower than the price each
Portfolio would receive if it sold the instrument.
Valuing a Portfolio's instruments on the basis of amortized cost and use of the
term "money market fund" are permitted by Rule 2a-7. Each Portfolio must adhere
to certain conditions under Rule 2a-7.
The Board of Directors of the Company oversees the Investment Manager's
adherence to SEC rules concerning money market funds, and has established
procedures designed
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to stabilize each Portfolio's NAV per share at $1.00. At such intervals as they
deem appropriate, the Board of Directors considers the extent to which NAV
calculated by using market valuations would deviate from $1.00 per share. Market
valuations are obtained by using actual quotations provided by market makers,
estimates of current market value, or values obtained from yield data relating
to classes of money market instruments published by reputable sources at the
mean between the bid and asked prices of the instruments. If a deviation were to
occur between the NAV per share calculated by reference to market values and a
Portfolio's NAV per share, which the Board of Directors of the Company believed
may result in material dilution or other unfair results to shareholders, the
Directors have agreed promptly to consider what corrective action they deem
appropriate to eliminate or reduce, to the extent reasonably practicable, the
dilution or unfair results. Such corrective action could include selling
portfolio securities prior to maturity; withholding dividends; redeeming shares
in kind; establishing NAV by using available market quotations; and such other
measures as the directors may deem appropriate.
During periods of declining interest rates, each Portfolio's yield based on
amortized cost may be higher than the yield based on market valuations. Under
these circumstances, a shareholder of any Portfolio would be able to retain a
somewhat higher yield than would result if each Portfolio utilized market
valuations to determine its NAV. The converse would apply in a period of rising
interest rates.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
For additional information regarding purchasing and selling shares of the
Portfolios, see "How to Buy and Sell Shares" in the Prospectus.
Shares of each Portfolio are sold on a continuous basis by the distributor.
Each Portfolio does not currently impose a minimum for initial or subsequent
investments. However, minimum requirements may be imposed or changed at any
time. Each Portfolio may waive minimum investment requirements for purchases by
directors, officers or employees of the Company, TD Waterhouse or any of its
subsidiaries.
The Company normally calculates the NAV of each Portfolio as of 12:00 noon and
as of the close of regular trading on the NYSE, generally 4:00 p.m. (Eastern
time), each day that the NYSE and the Custodian are open. To the extent that
portfolio securities are traded in other markets on days when the NYSE or the
Custodian is closed, a Portfolio's NAV may be affected on days when investors do
not have access to the Company to purchase or redeem shares. In addition,
trading in some of a Portfolio's portfolio securities may not occur on days when
the Company is open for business.
If the Board of Directors determines that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in securities
or other property, valued for this purpose as they are valued in computing a
Portfolio's NAV. Shareholders receiving securities or other property on
redemption may realize a gain or loss for tax purposes, and will incur any costs
of sale, as well as the associated
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inconveniences. An in kind distribution of portfolio securities will be less
liquid than cash. The shareholder may have difficulty in finding a buyer for
portfolio securities received in payment for redeemed shares. Portfolio
securities may decline in value between the time of receipt by the shareholder
and conversion to cash. A redemption in kind of a Portfolio's portfolio
securities could result in a less diversified portfolio of investments for the
Portfolio and could affect adversely the liquidity of the Portfolio's portfolio.
The Company may suspend redemption rights and postpone payments at times when
trading on the NYSE is restricted, the NYSE is closed for any reason other than
its customary weekend or holiday closings, emergency circumstances as determined
by the SEC exist, or for such other circumstances as the SEC may permit.
PERFORMANCE
The historical performance calculation for a Portfolio may be shown in the form
of "yield," "effective yield" and, for the Municipal Portfolio only, "tax
equivalent yield" and "tax equivalent effective yield." These various measures
of performance are described below.
Each Portfolio's yield is computed in accordance with a standardized method
prescribed by rules of the SEC. Under that method, the yield quotation is based
on a seven-day period and is computed for each Portfolio as follows: the first
calculation is net investment income per share for the period, which is accrued
interest on portfolio securities, plus or minus amortized discount or premium
(excluding market discount for the Municipal Portfolio), less accrued expenses.
This number is then divided by the price per share (expected to remain constant
at $1.00) at the beginning of the period ("base period return"). The result is
then divided by 7 and multiplied by 365 and the resulting yield figure is
carried to the nearest one-hundredth of one percent. Realized capital gains or
losses and unrealized appreciation or depreciation of investments are not
included in the calculation.
The yield for each Portfolio for the seven day period ended October 31, 1999 was
4.86% for the Money Market Portfolio, 4.81% for the U.S. Government Portfolio
and 2.78% for the Municipal Portfolio.
Each Portfolio's effective yield is determined by taking the base period return
(computed as described above) and calculating the effect of assumed compounding.
The formula for effective yield is:
[(base period return + 1) 365/7] -1.
The effective yield for each Portfolio for the seven day period ended October
31, 1999 was 4.98% for the Money Market Portfolio, 4.93% for the U.S. Government
Portfolio and 2.82% for the Municipal Portfolio.
The tax equivalent yield of the shares of the Municipal Portfolio is computed by
dividing that portion of the yield of the Portfolio (computed as described
above) that is
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tax-exempt by an amount equal to one minus the stated federal income tax rate
(normally assumed to be the maximum applicable marginal tax bracket rate) and
adding the result to that portion, if any, of the yield of the Portfolio that is
not tax-exempt.
The tax equivalent yield for the Municipal Portfolio for the seven day period
ended October 31, 1999 was 4.34%. The assumed federal income tax rate is 36%.
Tax equivalent effective yield is computed in the same manner as tax equivalent
yield, except that effective yield is substituted for yield in the calculation.
The tax equivalent effective yield for the Municipal Portfolio for the seven day
period ended October 31, 1999 was 4.41%. The assumed federal income tax rate is
36%.
Each Portfolio's yield fluctuates, and the publication of an annualized yield
quotation is not a representation as to what an investment in that Portfolio
will actually yield for any given future period. Actual yields will depend not
only on changes in interest rates on money market instruments during the period
in which the investment in the Portfolio is held, but also on such matters as
expenses of that Portfolio.
The performance of the Portfolios may be compared to that of other money market
mutual funds tracked by Lipper Analytical Services, Inc. ("Lipper"), a widely
used independent research firm that ranks mutual funds by overall performance,
investment objectives and assets. Lipper performance calculations include the
reinvestment of all capital gain and income dividends for the periods covered by
the calculations. A Portfolio's performance also may be compared to other money
market funds as reported by IBC/Donoghue's Money Fund Report(R), a reporting
service on money market funds. As reported by Money Fund Report, all investment
results represent total return (annualized results for the period net of
management fees and expenses) and one year investment results are effective
annual yields assuming reinvestment of dividends.
BANK RATE MONITOR(TM), N. Palm Beach, Florida 33408, a financial reporting
service which each week publishes average rates of bank and thrift institution
money market deposit accounts and interest bearing checking accounts, reports
results for the BANK RATE MONITOR National Index. The rates published by the
BANK RATE MONITOR National Index are averages of the personal account rates
offered on the Wednesday prior to the date of publication by 100 of the leading
bank and thrift institutions in the ten largest Consolidated Metropolitan
Statistical Areas. Account minimums range upward from $2,000 in each institution
and compounding methods vary. Interest bearing checking accounts generally offer
unlimited checking while money market deposit accounts generally restrict the
number of checks that may be written. If more than one rate is offered, the
lowest rate is used. Rates are determined by the financial institution and are
subject to change at any time specified by the institution. Bank products
represent a taxable alternative income producing product. Bank and thrift
institution account deposits may be insured. Shareholder accounts in the Company
are not insured. Bank savings accounts compete with money market mutual fund
products with respect to certain liquidity features but may not offer all of the
features available from a money market mutual fund, such as check writing. Bank
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checking accounts normally do not pay interest but compete with money market
mutual fund products with respect to certain liquidity features (e.g., the
ability to write checks against the account). Bank certificates of deposit may
offer fixed or variable rates for a set term. (Normally, a variety of terms are
available.) Withdrawal of these deposits prior to maturity will normally be
subject to a penalty. In contrast, shares of a Portfolio are redeemable at the
NAV next determined (normally, $1.00 per share) after a request is received
without charge.
Investors may also want to compare a Portfolio's performance to that of U.S.
Treasury Bills or Notes because such instruments represent alternative income
producing products. Treasury obligations are issued in selected denominations.
Rates of Treasury obligations are fixed at the time of issuance and payment of
principal and interest is backed by the full faith and credit of the U.S.
Treasury. The market value of such instruments will generally fluctuate
inversely with interest rates prior to maturity and will equal par value at
maturity. Generally, the values of obligations with shorter maturities will
fluctuate less than those with longer maturities. A Portfolio's yield will
fluctuate.
TAX-EXEMPT VERSUS TAXABLE YIELD. Investors may want to determine which
investment - tax-exempt or taxable - will provide a higher after-tax return. To
determine the tax equivalent yield, simply divide the yield from the tax-exempt
investment by an amount equal to 1 minus the investor's marginal federal income
tax rate.
OTHER ADVERTISEMENT MATTERS
In connection with its advertisements, the Portfolios may provide information
about their Investment Manager, TD Waterhouse or any of their other service
providers, including information relating to policies, business practices or
services. For instance, a Portfolio may provide information about TD Waterhouse
in its advertisements, including the difference between commissions paid on
stock trades executed by TD Waterhouse compared to full-price and discount
brokers (as illustrated below) and a description of services available through
TD Waterhouse . This example is for illustrative purposes only; investors should
contact the Customer Service Department at TD Waterhouse at 1-800-934-4448 for
information about services and commissions.
<TABLE>
<CAPTION>
Compare 1,000 shares @ $10 2,000 shares @ $14 3,000 shares @ $12
Our Price
MERRILL LYNCH
<S> <C> <C> <C>
On-Line (Wrap Accounts Only*) (Wrap Accounts Only*) (Wrap Accounts Only*)
Touch-Tone No Touch-Tone Trading No Touch-Tone Trading No Touch-Tone Trading
Live Broker $264.60 $513.00 $622.65
SCHWAB
On-Line $29.95 $59.95 $89.95
Touch-Tone $99.00 $145.44 $161.28
Live Broker $110.00 $161.60 $179.20
FIDELITY
On-Line $25.00 $45.00 $65.00
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Touch-Tone $107.25 $136.00 $130.00
Live Broker $165.00 $210.00 $200.00
TD WATERHOUSE
WEBBROKER
On-Line $12.00 $12.00 $12.00
Touch-Tone $35.00 $35.00 $35.00
Account Officer $45.00 $45.00 $45.00
</TABLE>
__________
Survey date 8/20/99. Commission rates surveyed are for stocks and may vary for
other products. Services vary by firm. Minimum commissions: on-line - $12.00,
touch-tone - $35.00, Account Officer - $45.00. As a customer of TD Waterhouse
webBroker, you must place the majority of your trades via a personal computer to
receive the flat-fee commission schedule. Trades over 5,000 shares will incur a
1 cent per share charge for the entire trade. *Merrill Wrap Accounts charge
customers a yearly fee based on assets. This information is subject to change.
SHAREHOLDER INFORMATION
Each investment portfolio issues shares of common stock in the Company. The
Board of Directors may increase the number of authorized shares or create
additional series or classes of Company or portfolio shares without shareholder
approval. Shares are fully paid and nonassessable when issued, are transferable
without restriction, and have no preemptive or conversion rights. Shares of the
Company have equal rights with respect to voting, except that the holders of
shares of an investment portfolio will have the exclusive right to vote on
matters affecting only the rights of the holders of that portfolio. For example,
shareholders of a Portfolio will have the exclusive right to vote on any
investment management agreement or investment restriction that relates only to
that Portfolio. Shareholders of the investment portfolios of the Company do not
have cumulative voting rights, and therefore the holders of more than 50% of the
outstanding shares of the Company voting together for the election of directors
may elect all of the members of the Board of Directors. In such event, the
remaining holders cannot elect any members of the Board of Directors.
The Board of Directors may authorize the issuance of additional shares, and may,
from time to time, classify or reclassify issued or any unissued shares to
create one or more new classes or series in addition to those already authorized
by setting or changing in any one or more respects the designations,
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, or terms or conditions of
redemption, of such shares; provided, however, that any such classification or
reclassification shall not substantially adversely affect the rights of holders
of issued shares. Any such classification or reclassification will comply with
the provisions of the Investment Company Act.
The Articles of Incorporation permit the directors to issue the following number
of full and fractional shares, par value $.0001, of the investment portfolios:
50 billion shares of the Money Market Portfolio; 20 billion shares of the U.S.
Government Portfolio; 10 billion shares of the Municipal Portfolio; 10 billion
shares of the California Municipal Money Market Portfolio and 10 billion shares
of the New York Municipal Money Market Portfolio. Each investment portfolio
share is entitled to participate pro rata in the dividends and distributions
from that portfolio.
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The Company will not normally hold annual shareholders' meetings. Under Maryland
law and the Company's By-laws, an annual meeting is not required to be held in
any year in which the election of directors is not required to be acted upon
under the Investment Company Act. The Company's By-Laws provide that special
meetings of shareholders, unless otherwise provided by law or by the Articles of
Incorporation, may be called for any purpose or purposes by a majority of the
Board of Directors, the Chairman of the Board, the President, or the written
request of the holders of at least 10% of the outstanding shares of capital
stock of the corporation entitled to be voted at such meeting to the extent
permitted by Maryland law.
Each director serves until the next election of directors and until the election
and qualification of his successor or until such director sooner dies, resigns,
retires or is removed by the affirmative vote of a majority of the outstanding
voting securities of the Company. In accordance with the Investment Company Act
(i) the Company will hold a shareholder meeting for the election of directors at
such time as less than a majority of the directors have been elected by
shareholders, and (ii) if, as a result of a vacancy in the Board of Directors,
less than two-thirds of the directors have been elected by the shareholders,
that vacancy will be filled only by a vote of the shareholders.
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ANNEX -- RATINGS OF INVESTMENTS
STANDARD AND POOR'S AND MOODY'S INVESTORS SERVICE
COMMERCIAL PAPER RATINGS
Commercial paper rated by Standard & Poor's ("S&P") has the following
characteristics: Liquidity ratios are adequate to meet cash requirements.
Long-term senior debt is rated "A" or better. The issuer has access to at least
two additional channels of borrowing. Basic earnings and cash flow have an
upward trend with allowance made for unusual circumstances. Typically, the
issuer's industry is well established and the issuer has a strong position
within the industry. The reliability and quality of management are unquestioned.
Relative strength or weakness of the above factors determine whether the
issuer's commercial paper is rated A-1, A-2 or A-3.
The ratings Prime-1 and Prime-2 are the two highest commercial paper ratings
assigned by Moody's Investors Service ("Moody's"). Among the factors considered
by them in assigning ratings are the following: (1) evaluation of the management
of the issuer; (2) economic evaluation of the issuer's industry or industries
and an appraisal of speculative-type risks which may be inherent in certain
areas; (3) evaluation of the issuer's products in relation to competition and
customer acceptance; (4) liquidity; (5) amount and quality of long-term debt;
(6) trend of earnings over a period of ten years; (7) financial strength of a
parent company and the relationships that exist with the issuer; and (8)
recognition by the management of obligations which may be present or may arise
as a result of public interest questions and preparations to meet such
obligations. Relative strength or weakness of the above factors determines
whether the issuer's commercial paper is rated Prime-1, -2 or -3.
MIG-1 AND MIG-2 MUNICIPAL NOTES
Ratings of Moody's for state and municipal notes and other short-term loans will
be designated Moody's Investment Grade ("MIG"). This distinction is in
recognition of the differences between short-term credit risk and long-term
risk. Factors affecting the liquidity of the borrower are uppermost in
importance in short-term borrowing, while various factors of the first
importance in bond risk are of lesser importance in the short run. Loans
designated MIG-1 are of the best quality, enjoying strong protection from
established cash flows of funds for their servicing or from established and
broad-based access to the market for refinancing, or both. Loans designated
MIG-2 are of high quality, with margins of protection ample although not so
large as in the preceding group.
STANDARD & POOR'S BOND RATINGS, CORPORATE BONDS
AAA. This is the highest rating assigned by S&P to a debt obligation and
indicates an extremely strong capacity to pay principal and interest.
-39-
<PAGE>
AA. Bonds rated AA also qualify as high quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.
A. Bonds rated A have a strong capacity to pay principal and interest, although
they are somewhat more susceptible to adverse effects of changes in
circumstances and economic conditions.
MOODY'S INVESTORS SERVICE BOND RATINGS
AAA. Bonds that are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as
"gilt-edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
AA. Bonds that are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present that make the
long term risks appear somewhat larger than in Aaa securities.
A. Bonds that are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present that
suggest a susceptibility to impairment sometime in the future.
-40-
<PAGE>
PART C
OTHER INFORMATION
Item 23. Exhibits.
(a) (1) Articles of Incorporation (see Note B)
(2) Articles of Amendment to Articles of Incorporation dated December 18,
1997 (see Note D)
(3) Articles of Amendment to Articles of Incorporation dated March 12,
1998 (see Note E)
(4) Articles of Amendment to Articles of Incorporation dated July 22, 1998
(see Note G)
(5) Articles of Amendment to Articles of Incorporation dated March 29,
1999 (see Note G)
(6) Articles of Amendment to Articles of Incorporation dated September 20,
1999 (see Note G)
(7) Articles of Amendment to Articles of Incorporation dated November 8,
1999 (filed herewith)
(b) By-Laws, as amended to date (see Note A)
(c) Instruments Defining Shareholder Rights (incorporated by reference to
Exhibits 1 and 2 to the Registration Statement, as incorporated
herein)
(d) (1) Investment Management Agreement between Registrant and Waterhouse
Asset Management, Inc., on behalf of Money Market Portfolio, U.S.
Government Portfolio and Municipal Portfolio, dated October 15, 1996
(see Note C)
(2) Investment Management Agreement between Registrant and Waterhouse
Asset Management, Inc. on behalf of Waterhouse Dow 30 Fund (formerly
known as Waterhouse Investors Dow Jones Industrial AverageSM Index
Fund) dated February 26, 1998 (see Note E)
(3) Amendment to Investment Management Agreement between Registrant and TD
Waterhouse Asset Management, Inc. relating to the provision of
services to California Municipal Money Market Portfolio and New York
Municipal Money Market Portfolio (see Note H)
(e) (1) Distribution Agreement between Registrant and Funds Distributor, Inc.,
on behalf of Money Market Portfolio, U.S. Government Portfolio and
Municipal Portfolio, dated December 15, 1995 (see Note B)
(2) Amendment to Distribution Agreement between Registrant and Funds
Distributor, Inc. relating to the provision of services to Waterhouse
Dow 30 Fund (formerly known as Waterhouse Investors Dow Jones
Industrial AverageSM Index Fund) dated February 26, 1998 (see Note E)
(3) Amendment to Distribution Agreement between Registrant and Funds
Distributor, Inc. relating to the provision of services to California
Municipal Money Market Portfolio and New York Municipal Money Market
Portfolio (see Note H)
(4) Form of Agency Selling Agreement (see Note A)
(5) Agency Selling Agreement for Waterhouse Securities, Inc. dated
February 15, 1996 (see Note B)
(f) Inapplicable
(g) (1) Custody Agreement between Registrant and The Bank of New York, on
behalf of Money Market Portfolio, U.S. Government Portfolio and
Municipal Portfolio, dated December 19, 1995 (see Note B)
(2) Amendment to Custody Agreement between Registrant and The Bank of New
York, on behalf of Money Market Portfolio, U.S. Government Portfolio
and Municipal Portfolio, dated December 10, 1997 (see Note E)
<PAGE>
(3) Amendment to Custody Agreement between Registrant and The Bank of New
York relating to the provision of services to Waterhouse Dow 30 Fund
(formerly known as Waterhouse Investors Dow Jones Industrial AverageSM
Index Fund) dated February 12, 1998 (see Note E)
(4) Amendment to Custody Agreement between Registrant and The Bank of New
York relating to the provision of services to California Municipal
Money Market Portfolio and New York Municipal Money Market Portfolio
(see Note H)
(5) Foreign Custody Manager Agreement between Registrant and The Bank of
New York dated December 10, 1997 (see Note E)
(h) (1) Transfer Agency and Dividend Disbursing Agency Agreement between
Registrant and Waterhouse National Bank dated October 15, 1996 (see
Note C)
(2) Transfer Agency and Dividend Disbursing Agency Agreement between
Registrant and National Investor Services Corp. on behalf of
Waterhouse Dow 30 Fund (formerly known as Waterhouse Investors Dow
Jones Industrial AverageSM Index Fund) dated February 26, 1998 (see
Note E)
(3) Transfer Agency and Dividend Disbursing Agency Agreement between
Registrant and National Investor Services Corp. on behalf of Money
Market Portfolio, U.S. Government Portfolio and Municipal Portfolio,
dated September 8, 1999 (see Note G)
(4) Amendment to Transfer Agency and Dividend Disbursing Agency Agreement
between Registrant and National Investor Services Corp. relating to
the provision of services to California Municipal Money Market
Portfolio and New York Municipal Money Market Portfolio (see Note H)
(5) Sub-Transfer Agency and Dividend Disbursing Agency Agreement by and
among Waterhouse National Bank, National Investor Services Corp. and
Waterhouse Securities, Inc. on behalf of Registrant dated October 15,
1996 (see Note C)
(6) Amendment to Sub-Transfer Agency and Dividend Disbursing Agency
Agreement by and among Waterhouse National Bank, National Investor
Services Corp. and Waterhouse Securities, Inc., on behalf of Money
Market Portfolio, U.S. Government Portfolio and Municipal Portfolio,
dated December 10, 1997 (see Note E)
(7) Form of Shareholder Servicing Plan (see Note A)
(8) Form of Shareholder Services Agreement (see Note A)
(9) Shareholder Services Agreement for Waterhouse Securities Inc. dated
October 15, 1996 (see Note C)
(10) Administration Agreement between Registrant and Waterhouse Securities,
Inc., dated June 11, 1997 (see Note C)
(11) Amendment to Administration Agreement between Registrant and TD
Waterhouse Investor Services, Inc. relating to the provision of
services to California Municipal Money Market Portfolio and New York
Municipal Money Market Portfolio (see Note H)
(12) Administration Agreement between Registrant and Waterhouse Securities,
Inc. on behalf of Waterhouse Dow 30 Fund (formerly known as Waterhouse
Investors Dow Jones Industrial AverageSM Index Fund) dated February
26, 1998 (see Note E)
(13) Subadministration Agreement between Waterhouse Securities, Inc. and
Funds Distributor, Inc. on behalf of Registrant (Money Market
Portfolio, U.S. Government Portfolio and Municipal Portfolio) dated
June 11, 1997 (see Note C)
(14) Amendment to Sub-Administration Agreement between Waterhouse
Securities, Inc. and Funds Distributor, Inc. on behalf of Registrant
relating to the provision of services to Waterhouse Dow 30 Fund
(formerly known as Waterhouse Investors Dow Jones Industrial AverageSM
Index Fund) dated February 26, 1998 (see Note E)
<PAGE>
(15) Amendment Sub-Administration Agreement between TD Waterhouse Investor
Services, Inc. and Funds Distributor, Inc. relating to the provision
of services to California Municipal Money Market Portfolio and New
York Municipal Money Market Portfolio (see Note H)
(16) Accounting Services Agreement between Waterhouse Securities, Inc. and
Countrywide Fund Services, Inc. on behalf of Registrant (Money Market
Portfolio, U.S. Government Portfolio and Municipal Portfolio) dated
February 28, 1997 (see Note C)
(17) Accounting Services Agreement between Waterhouse Securities, Inc. and
Countrywide Fund Services, Inc. on behalf of Registrant (Money Market
Portfolio, U.S. Government Portfolio and Municipal Portfolio) dated
December 10, 1997 (see Note E)
(18) Amendment to Accounting Services Agreement between Waterhouse
Securities, Inc. and Countrywide Fund Services, Inc. on behalf of
Registrant relating to the provision of services to Waterhouse Dow 30
Fund (formerly known as Waterhouse Investors Dow Jones Industrial
AverageSM Index Fund) dated February 26, 1998 (see Note E)
(19) Amendment to Accounting Services Agreement between TD Waterhouse
Investor Services, Inc. and Countrywide Fund Services, Inc. on behalf
of Registrant relating to the provision of services to California
Municipal Money Market Portfolio and New York Municipal Money Market
Portfolio (see Note H)
(20) State Registration Services Agreement between Registrant and Clear Sky
Corporation dated November 27, 1995 (see Note B)
(21) Amendment to State Registration Services Agreement between Registrant
and Clear Sky Corporation relating to the provision of services to
Waterhouse Dow 30 Fund (formerly known as Waterhouse Investors Dow
Jones Industrial AverageSM Index Fund) dated February 26, 1998 (see
Note E)
(22) Amendment to State Registration Services Agreement between Registrant
and Clear Sky Corporation relating to the provision of services to
California Municipal Money Market Portfolio and New York Municipal
Money Market Portfolio (see Note H)
(i) Opinion and Consent of Shereff, Friedman, Hoffman and Goodman, LLP as
to legality of the securities being registered (see Note A)
(j) Consent of Independent Auditors (filed herewith)
(k) Inapplicable
(l) (1) Subscription Agreement between Registrant and FDI Distribution
Services, Inc. dated December 12, 1995 (see Note A)
(2) Subscription Agreement between Registrant and FDI Distribution
Services, Inc. on behalf of Waterhouse Dow 30 Fund (formerly known as
Waterhouse Investors Dow Jones Industrial AverageSM Index Fund) dated
March 30, 1998 (see Note E)
(3) Subscription Agreement between Registration and FDI Distribution
Services, Inc. on behalf of California Municipal Money Market
Portfolio and New York Municipal Money Market Portfolio (see Note H)
(m) Inapplicable
(n) Financial Data Schedules (filed herewith)
Other Exhibits:
Power of Attorney for George F. Staudter, Richard Dalrymple, Anthony J.
Pace, Lawrence Toal and Theodore Rosen dated June 12, 1996 (see Note C)
Power of Attorney for Carolyn B. Lewis dated December 9, 1998 (see Note F)
Note A: Filed as an exhibit to Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A, File Nos. 33-96132; 811-9086, on
December 12, 1995, and incorporated herein by reference.
<PAGE>
Note B: Filed as an exhibit to Post-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, File Nos. 33-96132; 811-9086, on
June 20, 1996, and incorporated herein by reference.
Note C: Filed as an exhibit to Post-Effective Amendment No. 3 to Registrant's
Registration Statement on Form N-1A, File Nos. 33-96132; 811-9086, on
February 28, 1997, and incorporated herein by reference.
Note D: Filed as an exhibit to Post-Effective Amendment No. 4 to Registrant's
Registration Statement on Form N-1A, File Nos. 33-96132; 811-9086, on
December 19, 1997, and incorporated herein by reference.
Note E: Filed as an exhibit to Post-Effective Amendment No. 6 to Registrant's
Registration Statement on Form N-1A, File Nos. 33-96132; 811-9086, on
October 13, 1998, and incorporated herein by reference.
Note F: Filed as an exhibit to Post-Effective Amendment No. 7 to Registrant's
Registration Statement on Form N-1A, File Nos. 33-96132; 811-9086, on
December 14, 1998, and incorporated herein by reference.
Note G: Filed as an exhibit to Post-Effective Amendment No. 8 to Registrant's
Registration Statement on Form N-1A, File Nos. 33-96132; 811-9086, on
October 15, 1999, and incorporated herein by reference.
Note H: To be filed by amendment.
Item 24. Persons Controlled by or under Common Control with Registrant.
Not applicable.
Item 25. Indemnification.
Section 2-418 of the General Corporation Law of the State of Maryland,
Article IX of the Registrant's Articles of Incorporation, filed as Exhibit
(b)(1) hereto, Article V of the Registrant's By-Laws, filed as Exhibit (b)(2)
hereto, and the Investment Management Agreement, filed as Exhibit 5 hereto,
provide for indemnification.
The Articles of Incorporation and By-Laws provide that to the fullest
extent that limitations on the liability of directors and officers are permitted
by the Maryland General Corporation Law, no director or officer of the
Registrant shall have any liability to the Registrant or to its shareholders for
damages.
The Articles of Incorporation and By-Laws further provide that the
Registrant shall indemnify and advance expenses to its currently acting and its
former directors to the fullest extent that indemnification of directors is
permitted by the Maryland General Corporation Law and the Investment Company
Act; that the Registrant shall indemnify and advance expenses to its officers to
the same extent as its directors and to such further extent as is consistent
with applicable law. The Board of Directors may, through by-law, resolution or
agreement, make further provisions for indemnification of directors, officers,
employees and agents to the fullest extent permitted by the Maryland General
Corporation Law. However, nothing in the Articles of Incorporation or By-Laws
protects any director or officer of the Registrant against any liability to the
Registrant or to its shareholders to which he or she would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office.
Section 2-418 of the General Corporation Law of the State of Maryland
provides that a corporation may indemnify any director made a party to any
proceeding by reason of service in that capacity unless it is established that
(i) the act or omission of the director was material to the matter giving rise
to the proceeding; and (a) was committed in bad faith; or (b) was the result of
active and deliberate dishonesty; or (ii) the director actually received an
improper personal benefit in money, property, or services; or (iii) in the case
of any criminal proceeding, the director had reasonable cause to believe that
the act or omission was unlawful. Section 2-418 permits indemnification to be
made against judgments, penalties, fines, settlements, and reasonable expenses
actually incurred by the director in connection with the proceeding; however, if
the proceeding was one by or in the right of the corporation, indemnification
may not be made in respect of any proceeding in which the director shall have
been adjudged to be liable to the corporation. A director may not be indemnified
under Section 2-418 in respect of any proceeding charging improper personal
benefit to the director, whether or not involving action in the director's
official capacity, in which the director was adjudged to be liable on the basis
that personal benefit was improperly received.
Unless limited by the Registrant's charter, a director who has been
successful, on the merits or otherwise, in the defense of any proceeding
referred to above shall be indemnified against any reasonable expenses incurred
by the director in connection with the proceeding. Reasonable expenses incurred
by a director who is a party to a proceeding may be paid or
<PAGE>
reimbursed by the corporation in advance of the final disposition of the
proceeding upon receipt by the corporation of (i) a written affirmation by the
director of the director's good faith belief that the standard of conduct
necessary for indemnification by the corporation has been met; and (ii) a
written undertaking by or on behalf of the director to repay the amount if it
shall ultimately be determined that the standard of conduct has not been met.
The indemnification and advancement of expenses provided or authorized
by Section 2-418 may not be deemed exclusive of any other rights, by
indemnification or otherwise, to which a director may be entitled under the
charter, the bylaws, a resolution of stockholders or directors, an agreement or
otherwise, both as to action in an official capacity and as to action in another
capacity while holding such office.
Under Section 2-418, a corporation may indemnify and advance expenses
to an officer, employee, or agent of the corporation to the same extent that it
may indemnify directors and a corporation, in addition, may indemnify and
advance expenses to an officer, employee, or agent who is not a director to such
further extent, consistent with law, as may be provided by its charter, bylaws,
general or specific action of its board of directors or contract.
Under Section 2-418, a corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee, or agent of
the corporation, or who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, other enterprise, or employee
benefit plan against any liability asserted against and incurred by such person
in any such capacity or arising out of such person's position, whether or not
the corporation would have the power to indemnify against liability under the
provisions of such Section. A corporation also may provide similar protection,
including a trust fund, letter of credit, or surety bond, not inconsistent with
the foregoing. The insurance or similar protection may be provided by a
subsidiary or an affiliate of the corporation.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Item 26. Business and Other Connections of Investment Adviser.
The following persons are the directors and officers of the Investment
Manager:
DAVID HARTMAN*, Senior Vice President and Chief Investment Officer.
From February 1995 through August 1995, Mr. Hartman served as Senior Vice
President and Senior Portfolio Manager of Fixed Income Separate Accounts at
Mitchell Hutchins - Paine Webber.
RICHARD H. NEIMAN*, Director, Executive Vice President, General Counsel
and Secretary. Mr. Neiman has served as Executive Vice President, General
Counsel, Director and Secretary of TD Waterhouse Holdings, Inc. since July 1994.
Mr. Neiman also serves in similar capacities for TD Waterhouse Investor
Services, Inc.
FRANK J. PETRILLI*, Director, Chairman, President and Chief Executive
Officer. Mr. Petrilli has served as President and Chief Operating Officer of TD
Waterhouse Group, Inc. since June 1999. Mr. Petrilli has served as Chief
Executive Officer of TD Waterhouse Holdings, Inc. since March 1998 and President
since January 1995. He also served as Chief Operating Officer of TD Waterhouse
Holdings, Inc. from January 1995 to March 1998. Since August 1998, Mr. Petrilli
has served as Director and Vice Chairman of TD Waterhouse Investor Services,
Inc.
B. KEVIN STERNS**, Senior Vice President, Chief Financial Officer and
Treasurer. Mr. Sterns has served as Executive Vice President, Chief Financial
Officer and Treasurer of TD Waterhouse Holdings, Inc. and TD Waterhouse Investor
Services, Inc. since October 1996. Mr. Sterns has served in various positions
with Toronto-Dominion Bank since October 1970 and is currently a Vice President
with the Bank.
MICHELE R. TEICHNER*, Senior Vice President Operations and Compliance.
Ms. Teichner has been serving as Senior Vice President of TD Waterhouse Asset
Management, Inc. since August 1996, with responsibility for operations and
compliance.
<PAGE>
LAWRENCE M. WATERHOUSE, Jr.*, Director. Mr. Waterhouse has served as
Chairman of TD Waterhouse Holdings, Inc. since its inception in 1987 and Chief
Executive Officer from August 1989 to March 1998. Mr. Waterhouse is the founder
of TD Waterhouse Investor Services, Inc. and has served as Chief Executive
Officer since its inception in March 1979. Mr. Waterhouse has been a Director of
TD Waterhouse Group, Inc. since June 1999. Mr. Waterhouse also serves as
Chairman of TD Waterhouse Bank, N.A. and Director of National Investor Services
Corp. since July 1994 and September 1995, respectively.
* Address: 100 Wall Street, New York, NY 10005
** Address: 55 Water Street, New York, NY 10041
Item 27. Principal Underwriters.
(a) Funds Distributor, Inc. (the "Distributor") acts as principal
underwriter for the following investment companies.
American Century California Tax-Free and Municipal Funds
American Century Capital Portfolios, Inc.
American Century Government Income Trust
American Century International Bond Funds
American Century Investment Trust
American Century Municipal Trust
American Century Mutual Funds, Inc.
American Century Premium Reserves, Inc.
American Century Quantitative Equity Funds
American Century Strategic Asset Allocations, Inc.
American Century Target Maturities Trust
American Century Variable Portfolios, Inc.
American Century World Mutual Funds, Inc.
The Brinson Funds
CDC MPT+ Funds
Dresdner RCM Capital Funds, Inc.
Dresdner RCM Equity Funds, Inc.
Dresdner RCM Investment Funds Inc.
J.P. Morgan Institutional Funds
J.P. Morgan Funds
JPM Series Trust
JPM Series Trust II
LaSalle Partners Funds, Inc.
Merrimac Series
Monetta Fund, Inc.
Monetta Trust
The Montgomery Funds I
The Montgomery Funds II
The Munder Framlington Funds Trust
The Munder Funds Trust
The Munder Funds, Inc.
National Investors Cash Management Fund, Inc.
Nomura Pacific Basin Fund, Inc.
Orbitex Group of Funds
Saratoga Advantage Trust
SG Cowen Funds, Inc.
SG Cowen Income + Growth Fund, Inc.
SG Cowen Standby Reserve Fund, Inc.
SG Cowen Standby Tax-Exempt Reserve Fund, Inc.
SG Cowen Series Funds, Inc.
SoGen Funds, Inc.
SoGen Variable Funds, Inc.
St. Clair Funds, Inc.
The Skyline Funds
TD Waterhouse Family of Funds, Inc.
TD Waterhouse Trust
<PAGE>
WEBS Index Fund, Inc.
Funds Distributor is registered with the Securities and Exchange
Commission as a broker-dealer and is a member of the National Association of
Securities Dealers. Funds Distributor is located at 60 State Street, Suite 1300,
Boston, Massachusetts 02109. Funds Distributor is an indirect wholly-owned
subsidiary of Boston Institutional Group, Inc., a holding company all of whose
outstanding shares are owned by key employees.
(b) The following is a list of the executive officers, directors and
partners of Funds Distributor, Inc.
<TABLE>
<CAPTION>
Position and Offices with Funds Distributor Name Position and Offices with Registrant
<S> <C> <C>
Director, President and Chief Executive Officer Marie E. Connolly None
Executive Vice President George A. Rio President, Treasurer and Chief
Financial Officer
Executive Vice President Donald R. Roberson None
Executive Vice President William S. Nichols None
Senior Vice President, General Counsel, Chief Margaret W. Chambers None
Compliance Officer, Secretary and Clerk
Director, Senior Vice President, Treasurer and Joseph F. Tower, III None
Chief Financial Officer
Senior Vice President Paula R. David None
Senior Vice President Gary S. MacDonald None
Senior Vice President Judith K. Benson None
Chairman and Director William J. Nutt None
(c) Not applicable.
</TABLE>
Item 28. Location of Accounts and Records.
All accounts, books and other documents required to be maintained
pursuant to Section 31(a) of the Investment Company Act and the Rules thereunder
are maintained at the offices of the Registrant, the offices of the Registrant's
Investment Manager and Administrator, TD Waterhouse Asset Management, Inc. and
TD Waterhouse Investor Services, Inc., respectively, 100 Wall Street, New York,
New York 10005, or (i) in the case of records concerning custodial functions, at
the offices of the Registrant's Custodian, The Bank of New York, 100 Church
Street, New York, New York 10286; (ii) in the case of records concerning
transfer agency functions, at the offices of the Registrant's Transfer Agent,
National Investor Services Corp., 55 Water Street, New York, New York 10041;
(iii) in the case of records concerning distribution, administration and certain
other functions, at the offices of the Fund's Distributor and Sub-Administrator,
Funds Distributor, Inc., 60 State Street, Suite 1300, Boston, Massachusetts
02109; and (iv) in the case of records concerning fund accounting functions, at
the offices of the Fund's fund accountant, Countrywide Fund Services Inc., 312
Walnut Street, Cincinnati, Ohio 45202.
Item 29. Management Services.
Not applicable.
Item 30. Undertakings.
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this amendment to its Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of Boston and
Commonwealth of Massachusetts on the 23rd day of December, 1999.
TD WATERHOUSE FAMILY OF FUNDS, INC.
Registrant
By /s/ Christopher J. Kelley
-------------------------
Christopher J. Kelley
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below on behalf of the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ George A. Rio President, Treasurer December 23, 1999
- -----------------
George A. Rio and Chief Financial
Officer
George F. Staudter* Chairman of the Board
and Director
Richard W. Dalrymple* Director
Carolyn B. Lewis* Director
Lawrence J. Toal* Director
*By /s/ Richard H. Neiman December 23, 1999
---------------------
Richard H. Neiman
Attorney-in-Fact pursuant to a power
of attorney
<PAGE>
INDEX TO EXHIBITS
-----------------
(a)(7) Articles of Amendment to Articles of Incorporation dated November 8,
1999
(j) Consent of Independent Auditors
(n) Financial Data Schedules
EXHIBIT (A)(7)
TD WATERHOUSE FAMILY OF FUNDS, INC.
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
TD Waterhouse Family of Funds, Inc., a Maryland corporation having its
principal Maryland office c/o The Corporation Trust Incorporated, 300 East
Lombard Street, Baltimore, Maryland 21202 (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: Article V(1) of the Corporation's charter is hereby amended in
its entirety to read as follows:
The total number of shares which the Corporation has authority
to issue is one hundred billion (100,000,000,000) shares of
common stock (par value $0.0001 per share), amounting in
aggregate par value to ten million dollars ($10,000,000.00).
All of such shares of common stock are classified into five
separate series to be known as "Money Market Portfolio," "U.S.
Government Portfolio," "Municipal Portfolio," "California
Municipal Money Market Portfolio," and "New York Municipal
Money Market Portfolio." Each such series shall be divided as
follows: the Money Market Portfolio shall consist of fifty
billion (50,000,000,000) shares; the U.S. Government Portfolio
shall consist of twenty billion (20,000,000,000) shares; the
Municipal Portfolio shall consist of ten billion
(10,000,000,000) shares, the California Municipal Money Market
Portfolio shall consist of ten billion (10,000,000,000)
shares, and the New York Municipal Money Market Portfolio
shall consist of ten billion (10,000,000,000) shares. All of
the shares of each such series are classified as a single
class.
SECOND: The foregoing amendments have been effected in the manner and
by the vote required by the Corporation's charter and the laws of the State of
Maryland. The amendments were approved by a majority of the Board of Directors
of the Corporation without action of stockholders in accordance with Section
2-605(a)(4) of the Maryland General Corporation Law, and the Corporation is
registered as an open-end company under the Investment Company Act of 1940.
THIRD: Except as amended hereby, the Corporation's charter shall remain
in full force and effect.
<PAGE>
FOURTH: The authorized capital stock of the Corporation has not been
increased by these Articles of Amendment.
The Vice President and Secretary acknowledges these Articles of
Amendment to be the corporate act of the Corporation and states that to the best
of his knowledge, information and belief, the matters set forth in these
Articles of Amendment with respect to the authorization and approval of the
amendment of the Corporation's charter are true in all material respects, and
that this statement is made under the penalties of perjury.
IN WITNESS WHEREOF, TD WATERHOUSE FAMILY OF FUNDS, INC. has caused
these Articles of Amendment to be signed in its name and on its behalf by its
Vice President and Secretary, a duly authorized officer of the Corporation, and
attested by its Assistant Secretary, effective the 8th day of November, 1999.
TD WATERHOUSE FAMILY
OF FUNDS, INC.
/s/ Christopher J. Kelley
-------------------------
Christopher J. Kelley
Vice President and Secretary
ATTEST:
/s/ Karen Jacoppo-Wood
- ----------------------
Karen Jacoppo-Wood
Assistant Secretary
EXHIBIT (J)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Financial
Highlights" and "Independent Auditors and Reports to Shareholders" and to the
use of our report dated December 2, 1999, which is incorporated by reference, in
this Registration Statement (Form N-1A No. 33-96132) of TD Waterhouse Family of
Funds, Inc.
ERNST & YOUNG LLP
New York, New York
December 23, 1999
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the TD
Waterhouse Family of Funds, Inc. (formerly known as Waterhouse Investors Family
of Funds, Inc.) Annual Report for the period ended October 31, 1999 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000949881
<NAME> TD WATERHOUSE FAMILY OF FUNDS, INC.
<SERIES>
<NUMBER> 1
<NAME> MONEY MARKET PORTFOLIO
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-START> NOV-01-1998
<PERIOD-END> OCT-31-1999
<INVESTMENTS-AT-COST> 4,618,165,431
<INVESTMENTS-AT-VALUE> 4,618,165,431
<RECEIVABLES> 33,334,378
<ASSETS-OTHER> 5,698
<OTHER-ITEMS-ASSETS> 30,434
<TOTAL-ASSETS> 4,651,535,941
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5,267,350
<TOTAL-LIABILITIES> 5,267,350
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4,646,326,195
<SHARES-COMMON-STOCK> 4,646,326,195
<SHARES-COMMON-PRIOR> 2,957,728,667
<ACCUMULATED-NII-CURRENT> 0
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<ACCUMULATED-NET-GAINS> (57,604)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 4,646,268,591
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 208,000,787
<OTHER-INCOME> 0
<EXPENSES-NET> 28,669,977
<NET-INVESTMENT-INCOME> 179,330,810
<REALIZED-GAINS-CURRENT> (54,821)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 179,275,989
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 179,330,810
<DISTRIBUTIONS-OF-GAINS> 0
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<NUMBER-OF-SHARES-SOLD> 21,183,221,750
<NUMBER-OF-SHARES-REDEEMED> 19,672,867,482
<SHARES-REINVESTED> 178,243,250
<NET-CHANGE-IN-ASSETS> 1,688,542,697
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<GROSS-ADVISORY-FEES> 13,614,660
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<GROSS-EXPENSE> 37,293,857
<AVERAGE-NET-ASSETS> 4,035,269,586
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<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.71
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the TD
Waterhouse Family of Funds, Inc. (formerly known as Waterhouse Investors Family
of Funds, Inc.) Annual Report for the period ended October 31, 1999 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000949881
<NAME> TD WATERHOUSE FAMILY OF FUNDS, INC.
<SERIES>
<NUMBER> 2
<NAME> U.S. GOVERNMENT PORTFOLIO
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-START> NOV-01-1998
<PERIOD-END> OCT-31-1999
<INVESTMENTS-AT-COST> 875,713,921
<INVESTMENTS-AT-VALUE> 875,713,921
<RECEIVABLES> 6,051,047
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<OTHER-ITEMS-ASSETS> 368
<TOTAL-ASSETS> 881,765,397
<PAYABLE-FOR-SECURITIES> 0
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<OTHER-ITEMS-LIABILITIES> 1,045,144
<TOTAL-LIABILITIES> 1,045,144
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 880,721,411
<SHARES-COMMON-STOCK> 880,721,411
<SHARES-COMMON-PRIOR> 537,407,469
<ACCUMULATED-NII-CURRENT> 0
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<ACCUMULATED-NET-GAINS> (1,158)
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<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 880,720,253
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 34,975,696
<OTHER-INCOME> 0
<EXPENSES-NET> 5,096,048
<NET-INVESTMENT-INCOME> 29,879,648
<REALIZED-GAINS-CURRENT> 2,543
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 29,882,191
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 29,879,648
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,840,728,249
<NUMBER-OF-SHARES-REDEEMED> 2,527,075,190
<SHARES-REINVESTED> 29,660,883
<NET-CHANGE-IN-ASSETS> 343,316,485
<ACCUMULATED-NII-PRIOR> 0
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<GROSS-ADVISORY-FEES> 2,374,984
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 6,418,282
<AVERAGE-NET-ASSETS> 678,643,185
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.044
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0.044
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.75
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the TD
Waterhouse Family of Funds, Inc. (formerly known as Waterhouse Investors Family
of Funds, Inc.) Annual Report for the period ended October 31, 1999 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000949881
<NAME> TD WATERHOUSE FAMILY OF FUNDS, INC.
<SERIES>
<NUMBER> 3
<NAME> MUNICIPAL PORTFOLIO
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-START> NOV-01-1998
<PERIOD-END> OCT-31-1999
<INVESTMENTS-AT-COST> 485,220,975
<INVESTMENTS-AT-VALUE> 485,220,975
<RECEIVABLES> 3,054,368
<ASSETS-OTHER> 46
<OTHER-ITEMS-ASSETS> 6,613
<TOTAL-ASSETS> 488,282,002
<PAYABLE-FOR-SECURITIES> 606,740
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 538,568
<TOTAL-LIABILITIES> 1,145,308
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 487,141,187
<SHARES-COMMON-STOCK> 487,141,187
<SHARES-COMMON-PRIOR> 381,091,287
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (4,493)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 487,136,694
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 14,501,986
<OTHER-INCOME> 0
<EXPENSES-NET> 3,255,780
<NET-INVESTMENT-INCOME> 11,246,206
<REALIZED-GAINS-CURRENT> (3,652)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 11,242,554
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 11,246,206
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,668,809,031
<NUMBER-OF-SHARES-REDEEMED> 1,573,943,722
<SHARES-REINVESTED> 11,184,591
<NET-CHANGE-IN-ASSETS> 106,046,248
<ACCUMULATED-NII-PRIOR> 0
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<GROSS-ADVISORY-FEES> 1,538,867
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4,165,019
<AVERAGE-NET-ASSETS> 439,705,095
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.026
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<PER-SHARE-DIVIDEND> 0.026
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.74
</TABLE>
