Exhibit (h)(6)

                                    AMENDMENT

                                       TO

                         SHAREHOLDER SERVICES AGREEMENT

           This Amendment (the "Amendment"), dated this 7th day of March, 2001
to the Shareholder Services Agreement (the "Agreement"), dated May 11, 1998 by
and between TD WATERHOUSE FAMILY OF FUNDS, INC., a Maryland corporation (the
"Fund") and TD WATERHOUSE INVESTOR SERVICES, INC., a Delaware corporation ("TD
Waterhouse"), is hereby made by and between the Fund 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
Fund, including, without limitation, the prompt transmission of all
communications sent to TD Waterhouse for transmittal to clients by or on behalf
of the Fund, or the Fund'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 Fund, and not TD Waterhouse, is, and has been, responsible for
paying the costs of printing and mailing to Fund shareholders proxy statements,
shareholder reports, prospectuses, statements of additional information and
other communications with respect to the Fund.

           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 Fund's
               shareholders, and to assist the Fund in servicing accounts of
               clients. You shall transmit promptly to clients (at the expense
               of the Fund) all communications sent to you for transmittal to
               clients by or on behalf of the Fund, or the Fund's investment
               adviser, distributor, custodian or transfer or dividend
               disbursing agent.

          2.   Except as herein amended, all of the terms, conditions and
               provisions of the Agreement shall remain unmodified and in full
               force and effect.


          3.   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 FAMILY OF FUNDS, INC.

                       By:  /s/ George A. Rio
                            Name: George A. Rio
                            Title: President

                       TD WATERHOUSE INVESTOR SERVICES, INC.

                       By:  /s/ Michele R. Teichner
                            Name: Michele R. Teichner
                            Title: Senior Vice President