TD WATERHOUSE FAMILY OF FUNDS INC
485BPOS, EX-99.(G)(3), 2000-12-28
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EXHIBIT 99.(g)(3)


                       AMENDMENT TO THE CUSTODY AGREEMENT
               BY AND BETWEEN TD WATERHOUSE FAMILY OF FUNDS, INC.
                            AND THE BANK OF NEW YORK

         Amendment made as of August 1, 2000 to the Custody  Agreement  dated as
of December 19, 1995 (the  "Agreement"),  by and between TD WATERHOUSE FAMILY OF
FUNDS, INC. (the "Company") and The Bank of New York (the "Bank").

                                   WITNESSETH:

WHEREAS, the Company and the Bank desire to make an amendment to the Agreement;

NOW THEREFORE,  in consideration of the premises and for other good and valuable
consideration, the parties hereby agree as follows:

1.       Each of the California  Municipal  Money Market  Portfolio and New York
Municipal  Money  Market  Portfolio  is  included  as a  "Portfolio"  under  the
Agreement for all purposes.

2.       Except as specifically  amended hereby,  the Agreement  remains in full
force and effect.

IN WITNESS  WHEREOF,  the  parties  hereto have  caused  this  Amendment  to the
Agreement to be signed by their  respective duly  authorized  officers as of the
day and year above written.

                                          TD WATERHOUSE FAMILY OF
                                          FUNDS, INC.

                                          By:      /s/ Christopher J. Kelley
                                                   ----------------------------
                                                   Vice President and Secretary

                                          THE BANK OF NEW YORK

                                          By:      /s/ Jorge E. Ramos
                                                   ----------------------------
                                                   Vice President




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