AMENDMENT NO. 3 TO COMPLIANCE SERVICES AGREEMENT
AMENDMENT
NO. 3 TO
AMENDMENT No. 3 made as of
the 29th day of
June, 2009, between TD Asset Management USA Funds Inc. (the “Company”), a
Maryland corporation, on its own behalf and on behalf of the portfolios listed
on Schedule 2 (individually referred to as a “Fund” and collectively as “Funds”)
and Citi Fund Services Ohio, Inc., formerly known as BISYS Fund Services Ohio,
Inc., an Ohio corporation (“Citi”), to that certain Compliance Services
Agreement, dated June 1, 2007, between the Company and Citi as amended by
Amendment No. 1, dated December 4, 2008 and Amendment No. 2, dated March 10,
2009 (the “Agreement”). All capitalized terms used but not
defined herein shall have the meanings given to them in the
Agreement.
WHEREAS,
the parties wish to add a Fund to the Agreement and make certain other
changes;
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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UNew
Fund.
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The
introductory paragraph of the Agreement shall be amended to indicate that the
Company is signing “on its own behalf and on behalf of the portfolios listed on
Schedule 2”, which is attached hereto. Thus, the definition of
“Funds” shall mean those portfolios listed on Schedule 2, which shall include
the TDAM Institutional Municipal Money Market Fund.
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2.
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URepresentations and
Warranties.
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(a) The
Company represents (i) that it has full power and authority to enter into and
perform this Amendment, (ii) that this Amendment, and all information relating
thereto will be presented to and reviewed by the Board of Directors of the
Company (the “Board”), and (iii) that the Board has approved this
Amendment.
(b) 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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neousU.
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(a) 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.
(b) 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.
(c) Paragraph
headings in this Amendment are included for convenience only and are not to be
used to construe or interpret this Amendment.
(d) This
Amendment may be executed in counterparts, each of which shall be an original
but all of which, taken together, shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed all as of the day
and year first above written.
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By:
/s/ Xxxx
Xxxx
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Name:
Xxxx
Xxxx
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Title:
President
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CITI
FUND SERVICES OHIO, INC.
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By:
/s/ Xxxx
Xxxxxx
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Name:
Xxxx
Xxxxxx
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Title:
President
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SCHEDULE
2
UFunds
TDAM
Money Market Portfolio
TDAM
Institutional Money Market Fund
TDAM U.S.
Government Portfolio
TDAM
Institutional U.S. Government Fund
TDAM
Municipal Portfolio
TDAM
California Municipal Money Market Portfolio
TDAM New
York Municipal Money Market Portfolio
TDAM
Short-Term Investment Fund
TDAM
Short-Term Bond Fund
TDAM
Institutional Treasury Obligations Money Market Fund
TDAM
Global Sustainability Fund
TDAM
Institutional Municipal Money Market Fund
