AMENDMENT NO. 2 TO TRANSFER AGENCY AGREEMENT
AMENDMENT
NO. 2 TO
Amendment made as of the 29th day of June, 2009,
between TD ASSET MANAGEMENT USA FUNDS INC., a Maryland Corporation (the
“Company”) and CITI FUND SERVICES OHIO, INC., an Ohio Corporation (“Citi”), to
that certain Transfer Agency Agreement, dated December 18, 2006, between the
Company and Citi, as amended on December 11, 2007 (as in effect on the date
hereof, the “Agreement”). All capitalized terms used but not defined herein
shall have the meanings given to them in the Agreement.
WHEREAS,
pursuant to the Agreement, Citi performs certain transfer agency services for
the Funds and their classes;
WHEREAS,
Citi and the Company wish to enter into this Amendment to the
Agreement;
NOW
THEREFORE, in consideration of the mutual covenants and promises hereinafter
contained and for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Company and Citi hereby agree as
follows:
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1.
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Amendments.
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(a)
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Section
15(b) of the Agreement shall be deleted in its
entirety.
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(b)
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Section
22(c) of the Agreement shall be amended by deleting all references to
“Item 6 of Schedule B” and substituting therefore “Item 7 of Schedule B”
and by adding the following sentence prior to the last sentence of said
Section: “Notwithstanding the foregoing delegation, Citi shall not be
instructed or required to provide the Funds’ investment adviser with
information related to shareholder Suspicious Activity
Reports.”
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(c)
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Item
4(b) under Schedule B shall be amended by adding “and provide for payment
out of the applicable Fund’s assets of” after the word
“Calculate”.
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(d)
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Item
4(e) under Schedule B shall be amended by adding “and provide for payment
out of the applicable Fund’s assets of” after the clause “To the extent
applicable, calculate”.
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2.
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Representations and
Warranties.
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(a)
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The
Company represents (i) that it has full power and authority to enter into
and perform this Amendment, (ii) this Amendment has been disclosed to and
approved by the Board with respect to each Fund, and that the Company has
provided all such information to the Board with respect to each Fund as
may be appropriate (or has been requested by the Board) in connection with
the review and approval by the Board of this Amendment and the
arrangements contemplated under this Amendment; and (iii) Citi has either
been, or will be, given a copy of the resolutions evidencing such
approvals of this Amendment.
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(b)
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Citi
represents that it has full power and authority to enter into and perform
this Amendment.
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3.
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Miscellaneous.
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(a)
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This
Amendment supplements and amends the Agreement. The provisions set forth
in this Amendment supersede all prior negotiations, understandings and
agreements bearing upon the subject matter covered herein, including any
conflicting provisions of the Agreement or any provisions of the Agreement
that directly cover or indirectly bear upon matters covered under this
Amendment.
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(b)
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Each
reference to the Agreement in the Agreement (as it existed prior to this
Amendment) and in every other agreement, contract or instrument to which
the parties are bound, shall hereafter be construed as a reference to the
Agreement as amended by this Amendment. Except as provided in this
Amendment, the provisions of the Agreement remain in full force and
effect. No amendment or modification to this Amendment shall be valid
unless made in writing and executed by both parties
hereto.
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(c)
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Paragraph
headings in this Amendment are included for convenience only and are not
to be used to construe or interpret this
Amendment.
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(d)
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This
Amendment may be executed in counterparts, each of which shall be an
original but all of which, taken together, shall construe one and the same
agreement.
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The
remainder of this page has intentionally been left blank.
IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed all as of the day
and year first above written.
By: /s/ Xxxx
Xxxx
Name: Xxxx
Xxxx
Title: President
CITI FUND SERVICES OHIO,
INC.
By: /s/ Xxxx
Xxxxxx
Name: Xxxx
Xxxxxx
Title: President
