AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT

Exhibit (d)(3)

AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT

        Amendment made as of June 1, 2005 to the Investment Management Agreement dated the 15th day of October, 1996 (the “Agreement”), by and between TD WATERHOUSE FAMILY OF FUNDS, INC. f/k/a WATERHOUSE INVESTORS CASH MANAGEMENT FUND, INC., a Maryland corporation, whose address is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Fund”) and TD ASSET MANAGEMENT USA INC., f/k/a WATERHOUSE ASSET MANAGEMENT, INC., a Delaware corporation, whose address is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 10005(the “Investment Manager”). The Agreement includes the Amendment made as of September 1, 2000.

WITNESSETH:

WHEREAS, the Company and the Investment Manager desire to amend the Agreement to reflect the current name of each party.

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

1. The name of the Investment Manager is TD ASSET MANAGEMENT USA INC. and the name of the Fund is TD WATERHOUSE FAMILY OF FUNDS, INC..

2. All of the terms and conditions of the Agreement remain 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:	_______________________________________
		Name: Xxxxxx X. Xxxxxxxx Title: President

TD ASSET MANAGEMENT USA INC.

	By:	_______________________________________
		Name: Title: