EXHIBIT (h)(2)(b)
AMENDMENT
TO
SHAREHOLDER SERVICES AGREEMENT
This Amendment (the "Amendment"), dated this 7th day of March, 2001 to
the Shareholder Services Agreement (the "Agreement"), dated November 5, 1999 by
and between TD WATERHOUSE TRUST, a Delaware business trust (the "Trust") and TD
WATERHOUSE INVESTOR SERVICES, INC., a Delaware corporation ("TD Waterhouse"), is
hereby made by and between the Trust and TD Waterhouse. Capitalized terms used
herein and not otherwise defined, shall have the meanings ascribed to them in
the Agreement.
WHEREAS, pursuant to the Agreement TD Waterhouse provides certain
shareholder and administrative services for its clients who own shares of the
Trust, including, without limitation, the prompt transmission of all
communications sent to TD Waterhouse for transmittal to clients by or on behalf
of the Trust, or the Trust's investment adviser, distributor, custodian or
transfer or dividend disbursing agent; and
WHEREAS, the parties wish to amend Section 2 of the Agreement to
clarify that the Trust, and not TD Waterhouse, is, and has been, responsible for
paying the costs of printing and mailing to Trust shareholders proxy statements,
shareholder reports, prospectuses, statements of additional information and
other communications with respect to the Trust.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, receipt of which is hereby acknowledged, the parties,
intending to be legally bound, hereby agree as follows:
1. Section 2 of the Agreement is hereby amended and restated to read in
full as follows:
2. You shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space,
equipment and facilities currently used in your business, or all or
any personnel employed by you) as is necessary or beneficial for
providing information and services to the Trust's shareholders, and to
assist the Trust in servicing accounts of clients. You shall transmit
promptly to clients (at the expense of the Trust) all communications
sent to you for transmittal to clients by or on behalf of the Trust,
or the Trust's investment adviser, distributor, custodian or transfer
or dividend disbursing agent.
3. Except as herein amended, all of the terms, conditions and provisions
of the Agreement shall remain unmodified and in full force and effect.
4. This Amendment may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have affixed their signatures signifying
their agreement as of the date first above written.
TD WATERHOUSE TRUST
By: /s/ Xxxxxx X. Rio
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Name: Xxxxxx X. Rio
Title: President
TD WATERHOUSE INVESTOR SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President
