EXHIBIT (l)(2)
SUBSCRIPTION AGREEMENT
TD Waterhouse Trust (the "Trust"), a Delaware business trust, and FDI
Distribution Services, Inc. ("FDI"), a Delaware corporation, hereby agree with
each other as follows:
1. The Trust hereby offers FDI and FDI hereby purchases one (1) share
of each of the XX Xxxxxxxxxx Xxxx Index Fund, TD Waterhouse 500 Index Fund, TD
Waterhouse Extended Market Index Fund, TD Waterhouse Asian Index Fund, TD
Waterhouse European Index Fund, TD Waterhouse Technology Fund and TD Waterhouse
Tax Managed Growth Fund, investment portfolios of the Trust, at a price of
$10.00 per share.
2. FDI represents and warrants to the Trust that the shares are being
acquired for investment purposes and not with a view to the distribution
thereof.
3. FDI is authorized and otherwise duly qualified to purchase and hold
such shares and to enter into this Subscription Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 30th day of August, 2000.
TD Waterhouse Trust
ATTEST:
/s/ Xxxxx Xxxxxxx-Xxxx By:/s/ Xxxxxx X. Rio
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Name: Xxxxxx X. Rio
Title: President
FDI Distribution Services, Inc.
ATTEST:
/s/ Xxxxx Xxxxxxx-Xxxx By:/s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
