Funds Distributor, Inc. 100 Summer Street Suite 1500 Boston, MA 02110 Attn: President June 1, 2005 Dear Mr. Tomko:

Exhibit (h)(14)

Funds Distributor, Inc.
000 Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Attn: President

June 1, 2005

Dear Xx. Xxxxx:

        TD Waterhouse Investor Services, Inc. ("TD WIS") and Funds Distributor, Inc. ("FDI") are parties to that certain Sub-Administration Agreement dated April 11, 2001, as amended on April 4, 2002 (the "Sub-Administration Agreement"). Effective June 1, 2005, the administrator of TD Waterhouse family of Funds, Inc. ("TD FOF") and TD Waterhouse Plus Funds, Inc. ("TDPF") is changing from TD WIS to TD Asset Management USA Inc. ("TDAM USA"), which is the investment adviser to all of the portfolios of TD FOF and TDPF.

        TD WIS desires to assign the Sub-Administration Agreement to TDAM USA in connection with the change of the administrator of TD FOF and TDPF. TDAM USA agrees to be bound by the terms, conditions and provisions of the Agreement. FDI is willing to consent to the assignment.

        This assignment shall take effect upon execution of this letter by TD WIS, TDAM and FDI.

TD Waterhouse Investor Services, Inc.

By: __________________________
Name: Xxxxxxx Xxxxxx
Title: Executive Vice President,
General Counsel

Dated as of June 1, 2005

TD Asset Management USA Inc.

By: __________________________
Name: Xxxxxxx Xxxxxxxx
Title: Senior Vice President

Dated as of June 1, 2005

 

ACKNOWLEDGED AND AGREED:

Funds Distributor, Inc.

By: __________________________
Name: Xxxxxxx X. Xxxxx
Title: President

Dated as of June 1, 2005