ACCOUNTING SERVICES AGREEMENT



         THIS AGREEMENT is made effective as of the 1st day of September, 2000,

by and between TD Waterhouse Investor Services, Inc., ("Customer"), as

administrator of the accounts listed on Schedule A hereto (each a "Portfolio",

and collectively, the "Portfolios"), as such Schedule may be amended from time

to time, and SEI Investments Mutual Funds Services, a Delaware business trust

("SEI").



         WHEREAS, Customer desires SEI to provide, and SEI is willing to provide

fund accounting and related portfolio accounting services with respect to the

Portfolios listed on Schedule A, on the terms and conditions hereinafter set

forth;



         NOW, THEREFORE, in consideration of the premises and the covenants

hereinafter contained, Customer and SEI hereby agree as follows:



         ARTICLE 1. RETENTION OF SEI. Customer hereby retains SEI to act as the

fund accounting agent with respect to the Portfolios and to furnish the services

set forth in Article 2 below. SEI hereby accepts such employment to perform the

duties set forth below. SEI shall, for all purposes herein, be deemed to be an

independent contractor and, unless otherwise expressly provided or authorized,

shall have no authority to act for or represent Customer in any way and shall

not be deemed an agent of Customer.



         ARTICLE 2. ACCOUNTING SERVICES. SEI shall perform, or supervise the

performance by others of fund accounting services as set forth herein in

connection with the operations of the Subject Portfolios. SEI may appoint and

compensate from its resources one or more other entities to perform such

services on a subcontracted basis in connection with the operations of the

Portfolios. If SEI appoints one or more other entities to perform services

called for by this Agreement on a subcontracted basis as aforesaid, SEI

nevertheless shall remain principally liable to Customer for the acts and

omissions of such other entities without regard to any rights or recourse SEI

may have against any third party.



          SEI shall provide Customer with fund accounting and related portfolio

accounting services, all necessary offtce space, equipment, personnel,

compensation and facilities for handling the accounting affairs of the

Portfolios as are set forth on Schedule B hereto, and as amended by agreement of

the parties from time to time. In addition, at the request of Customer, SEI

shall make reports to Customer concerning the performance of its obligations

under this Agreement.



         In connection with this Agreement, Customer will furnish SEI with

copies, properly certified or authenticated, of the governing documents for each

of the Portfolios and such other documents as may be reasonably necessary to the

performance by SEI of the services set forth in this Agreement. Customer agrees

to furnish SEI with any amendments or supplements to such documents.



          With respect to all non-money market Portfolios, Customer agrees that

it will implement an automated trade ticket transmission ("TradeNet") and

automated daily custody security position reconciliation ("Automated

Reconciliation Review") with SEI's fund accounting systems to facilitate the

timely and accurate calculation of Portfolio net asset values. To the extent it

becomes practicable in the future based on industry practices, Customer agrees

to use reasonable efforts to implement automated interfaces with SEI for money

market Portfolios. In the event Customer does not implement TradeNet and

Automated Reconciliation Review for non-money market Portfolios by the first

anniversary of this Agreement, SEI reserves the right to assess a reasonable

surcharge hereunder.





                                        I





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         ARTICLE 3. ALLOCATION OF CHARGES AND EXPENSES. SEI shall furnish at its

own expense the  executive,  supervisory  and  clerical  personnel  necessary to

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