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