Exhibit 10(a)




Exhibit (10)(a)  



TD WATERHOUSE FAMILY
OF FUNDS, INC. 





DISTRIBUTION PLAN 







        The
Distribution Plan (the “Distribution Plan”) of TD Waterhouse Family of Funds, Inc.
(“TDWFF”), a Maryland corporation, on behalf of each of its portfolios (each a “Fund” and
collectively, the “Funds”) or, where applicable, class of shares, listed on Exhibit A, as
such Exhibit may be amended from time to time. 





        WHEREAS,
this Distribution Plan will be applicable to the shares of each Fund or of the specific
class or classes listed on Exhibit A, as such Exhibit may be amended from time to time
(“Shares”); and 





        WHEREAS,
because a substantial percentage of each Fund’s assets are expected to be maintained
and/or derived through the efforts of the brokers and other persons eligible to receive
fees or other assistance (as defined herein) payments under this Distribution Plan, the
likelihood is that such assets would not become or remain invested in each respective
Fund if such fees or other assistance were not made available to such brokers and other
persons; and 





        WHEREAS,
this Distribution Plan is intended to enable the Funds to continue to distribute their
shares, and in doing so, remain a viable asset size and promote effective and efficient
investing; 





        NOW,
THEREFORE, the following Distribution Plan is hereby adopted under Rule 12b-1 under the
Investment Company Act of 1940, as amended (the “1940 Act”), subject to Section 5 below: 





	 	1.  	  	Each
Fund will pay from its assets fees at an annual rate not exceeding the percentage of the
average                   net asset value of the Fund or class as identified on Exhibit A
(the “12b-1 Fees”).  The 12b-1                   Fees paid by each Fund or class shall be
computed and accrued daily and shall be paid by each                   Fund or class in
an amount equal to the amount owing to brokers and other persons pursuant to
                  the terms of selected dealer agreements, selling agreements or other
agreements complying with                   Rule 12b-1 that have been approved by the
Board of Directors of TDWFF (“Rule 12b-1                   Agreements”).  Payments of the
12b-1 Fees will be made pursuant to the Rule 12b-1 Agreements in
                  accordance with their terms. 








	 	2.  	  	TD
Asset Management USA Inc. (“TDAM”), the Funds’ investment adviser and administrator, or
any successor                   investment adviser or administrator, may make payments
for distribution or other services                   (“assistance”) from its own
resources, including its bona fide revenues derived under its
                  Investment Management Agreement and Administration Agreement with TDWFF
relating to the Funds,                   to such broker-dealers or other persons who, in
the sole discretion of TDAM (or any successor                   investment adviser or
administrator) have rendered or may render assistance.  Any payments made
                  by TDAM (or any successor investment adviser or administrator) for such
purpose shall not                   reduce any 12b-1 Fees paid or payable pursuant to
Section 1 hereof. 








	 	3.  	  	National
Investor Services Corp. (“NISC”), the Funds’ transfer                   agent, or any
successor or additional transfer agent, may make                   payments for
assistance from its own resources, including its                   bona fide revenues
derived under its Transfer Agency and                   Dividend Disbursing Agency
Agreement with TDWFF relating to                   the Funds, to such broker-dealers or
other persons who, in the                   sole discretion of NISC (or any successor or
additional                   transfer agent) have rendered or may render assistance. Any
                  payments made by NISC (or any successor or additional transfer
                  agent) for such purpose shall not reduce any 12b-1 Fees paid
                  or payable pursuant to Section 1 hereof. 








	 	4.  	  	Quarterly
in each year that the Distribution Plan remains in                   effect, an
appropriate officer of TDWFF or his or her designee                   shall prepare and
furnish to the Board of Directors of TDWFF a                   written report, complying
with the requirements of Rule 12b-1,                   of the amounts expended under the
Distribution Plan and                   purposes for which such expenditures were made. 









 
	 	
	 












	 	5.  	  	This
Distribution Plan shall become effective as to each Fund or class upon approval by a
majority vote                   of (a) TDWFF’s Board of Directors, including a majority
of directors who are not interested                   persons (as defined in Section
2(a)(19) of the 1940 Act) of TDWFF and have no direct or                   indirect
financial interest in the operation of the Distribution Plan or in any agreements
                  related to the Distribution Plan (“12b-1 Directors”), cast in person at
a meeting called for                   the purpose of voting hereon, and (b) the
outstanding voting securities of each Fund (or class,                   as applicable),
as defined in Section 2(a)(42) of the 1940 Act, if adopted after any public
                  offering of the Fund’s or particular class’s voting securities or the
sale of such securities                   to persons who are not affiliated persons of
TDWFF or affiliated persons of such persons.  This                   Distribution Plan
may be adopted as the Distribution Plan for any additional series of TDWFF or
                  class of shares of a current Fund or future series by amending Exhibit
A to include the name of                   such series or class and following the
procedural requirements in this Section 5 with respect                   to such series
or class. 








	 	6.  	  	This
Distribution Plan shall remain in effect for a period of one year from its adoption date
and may be                   continued thereafter if this Distribution Plan and any
related agreement are approved at least                   annually with respect to a Fund
by a majority vote of the Directors of TDWFF, including a                   majority of
the 12b-1 Directors of TDWFF, cast in person at a meeting called for the purpose of
                  voting on such Distribution Plan and agreement.  This Distribution Plan
may not be amended to                   increase materially the 12b-1 Fees with respect
to any Fund (or class, as applicable) without                   the approval of a
majority of the outstanding voting securities of such Fund (or class, as
                  applicable), as defined in Section 2(a)(42) of the 1940 Act.  All
material amendments to this                   Distribution Plan must be approved by a
vote of the Board of Directors of TDWFF, and of the                   12b-1 Directors,
cast in person at a meeting called for the purpose of voting thereon. 








	 	7.  	  	This
Distribution Plan may be terminated as to any Fund (or                   class) at any
time by a majority vote of the 12b-1 Directors                   or by vote of a majority
of the outstanding voting securities                   of the respective Fund (or class,
as applicable), as defined                   in Section 2(a)(42) of the 1940 Act. 








	 	8.  	  	While
this Distribution Plan shall be in effect, the selection                   and nomination
of the 12b-1 Directors of TDWFF shall be                   committed to the discretion of
the 12b-1 Directors then in                   office. 








	 	9.  	  	Any
termination or non-continuance of a Rule 12b-1 Agreement                   with a
particular person shall have no effect on similar                   agreements with other
persons pursuant to this Distribution                   Plan. 








	 	10.  	  	Neither
TDAM (or any successor investment adviser or                   administrator) nor the
principal underwriter or other agent                   for a Fund is obligated by this
Distribution Plan to execute                   or continue a Rule 12b-1 Agreement with
any person. 








	 	11.  	  	All
agreements with any person relating to the implementation                   of this
Distribution Plan shall be in writing and any                   agreement related to this
Distribution Plan shall be subject                   to termination, without penalty,
pursuant to the provisions of                   Section 6 above. 








	 	12.  	  	This
Distribution Plan constitutes a separate Distribution                   Plan with respect
to each Fund (or class, as applicable) and                   its termination or
modification with respect to any Fund (or                   class, as applicable) shall
not affect its continued                   effectiveness in accordance with its terms
with respect to any                   other Fund (or class, as applicable). 








 
	 	
	 















EXHIBIT A 




Money Market Portfolio - Investor
Class:  0.45% 
Money Market Portfolio - Premium
Class: 0.365% 
U.S. Government Portfolio: 0.45% 
Municipal Portfolio: 0.45% 
California Municipal Money Market
Portfolio: 0.45% 
New York Municipal Money Market
Portfolio: 0.45%