0001089355-05-000012 Sample Contracts

AMENDED AND RESTATED TRANSFER AGENCY AND DIVIDEND DISBURSING AGENCY AGREEMENT
Transfer Agency and Dividend Disbursing Agency Agreement • January 10th, 2005 • Td Waterhouse Family of Funds Inc • New York

AGREEMENT made as of the 8th day of September, 1999, as amended September 1, 2000 and as amended and restated on December 9, 2004, by and between TD WATERHOUSE FAMILY OF FUNDS, INC., a Maryland corporation (the “Company”), on its own behalf and on behalf of its Money Market Portfolio, U.S. Government Portfolio, Municipal Portfolio, California Municipal Money Market Portfolio and New York Municipal Money Market Portfolio (each, a “Portfolio”), and NATIONAL INVESTOR SERVICES CORP., a Delaware corporation (“NISC”).

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FORM OF SHAREHOLDER SERVICES AGREEMENT FOR WATERHOUSE AFFILIATED BROKER/DEALERS
Td Waterhouse Family of Funds Inc • January 10th, 2005 • New York

You wish to enter into an Agreement with TD Waterhouse Family of Funds, Inc. (hereinafter referred to as the “Fund”), a registered investment company, as defined in the Investment Company Act of 1940, as amended (the “Act”), with certain portfolios (each a “Portfolio”, collectively the “Portfolios”), for servicing shareholders of, and administering shareholder accounts in the Fund.

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