Exhibit 99.1d(6)
AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
BY AND BETWEEN TD WATERHOUSE FAMILY OF FUNDS, INC. AND
TD ASSET MANAGEMENT USA INC.
Amendment as of February 1, 2006 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 ASSET MANAGEMENT USA INC. (the
"Investment Manager").
WITNESSETH:
WHEREAS, the Company and the Investment Manager desire to amend the Agreement as
hereinafter set forth;
NOW THEREFORE, in consideration of the premises and for other good and valuable
consideration, the parties hereby agree as follows:
1. For the services provided by the Investment Manager under the Agreement to
each Portfolio, the Investment Manager will receive an annual fee, payable
monthly equal to 0.10 of 1% of the first $1 billion of average daily net assets
of each Portfolio, 0.09 of 1% of the next $1 billion, and 0.08 of 1% of average
daily net assets of each Portfolio over $2 billion.
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/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title:
WITNESS:
/s/ Xxxxx X. [ILLEGIBLE]
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TD ASSET MANAGEMENT USA INC.
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Managing Director
WITNESS:
/s/ [ILLEGIBLE]
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