AMENDMENT TO THE INVESTMENT MANAGEMENT AGREEMENT
BY AND BETWEEN TD WATERHOUSE FAMILY OF FUNDS, INC. AND
TD WATERHOUSE ASSET MANAGEMENT, INC.
Amendment made as of August 31, 2000 to the Investment Management
Agreement dated as of October 15, 1996 (the "Agreement"), by and between TD
WATERHOUSE FAMILY OF FUNDS, INC. (the "Company") and TD WATERHOUSE ASSET
MANAGEMENT, INC. (the "Investment Manager").
WITNESSETH:
WHEREAS, the Company and the Investment Manager 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. For the services provided by the Investment Manager under the Agreement to
each Portfolio, the Investment Manager will receive an annual fee, payable
monthly, on a graduated basis equal to 0.35 of 1% of the first $1 billion of
average daily net assets of each Portfolio, .34 of 1% of the next $1 billion,
and .33 of 1% of average daily net assets of each Portfolio over $2 billion.
3. With respect to each Portfolio, the Agreement shall have an initial term of
two (2) years beginning as of the date of this Amendment, unless sooner
terminated as provided in the Agreement.
4. 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/ George A. Rio
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Name: George A. Rio
Title: President
WITNESS:
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TD WATERHOUSE ASSET
MANAGEMENT, INC.
By: /s/ David Hartman
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Name: David Hartman
Title: CIO
WITNESS:
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