AMENDMENT TO SUB-ADMINISTRATION AGREEMENT
AMENDMENT TO SUB-ADMINISTRATION AGREEMENT
AMENDMENT made as of the 20th day of March, 2013, between CITI FUND SERVICES OHIO, INC., an Ohio corporation, formerly known as BISYS Fund Services Ohio, Inc. (“Citi”), and TDAM USA Inc., a New York corporation, formerly known as TD Asset Management USA Inc. (“TDAM”), to that certain Sub-Administration Agreement, dated as of March 22, 2007, between Citi and TDAM (as amended to date, 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 sub-administration services with respect to TD Asset Management USA Funds Inc. (the “Fund”) and its portfolios listed on Schedule A to the Agreement (each, a “Portfolio” and collectively, the “Portfolios”);
WHEREAS, Citi and TDAM wish to amend the Agreement as provided herein.
NOW THEREFORE, in consideration of the mutual agreements herein contained, the parties agree as follows:
| 1. | Amendment. |
| (a) | The following is added to the end of Section 3 of the Agreement: |
“The annual fee for Routine Administrative Services is being negotiated by the parties and may be further amended on or around March 8, 2013.”
| (b) | Schedule A (Portfolios) is hereby deleted in its entirely and replaced with the Schedule A attached hereto. |
| 2. | Representations and Warranties. |
| (a) | TDAM 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 Fund’s Board of Directors (the “Board”), and that TDAM has provided all such information to the Board with respect to the 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. |
| (b) | Citi represents that it has full power and authority to enter into and perform this Amendment. |
| 3. | Miscellaneous. |
| (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 construe one and the same agreement. |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Agreement to be signed by their respective duly authorized officers as of the day and year above written.
| CITI FUND SERVICES OHIO, INC. | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | President | |
| TDAM USA INC. | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxx | |
| Title: | CCO, Vice President & Assistant Secretary | |
SCHEDULE A
PORTFOLIOS
TDAM Money Market Portfolio
TDAM U.S. Government Portfolio
TDAM Municipal Portfolio
TDAM California Municipal Money Market Portfolio
TDAM New York Municipal Money Market Portfolio
TDAM Short-Term Bond Fund
TDAM Institutional Money Market Fund
TDAM Institutional U.S. Government Fund
TDAM Institutional Municipal Money Market Fund
TDAM Institutional Treasury Obligations Money Market Fund
TDAM Core Bond Fund
TDAM High Yield Bond Fund
TDAM U.S. Equity Income Fund
TDAM U.S. Large Cap Core Equity Fund
TDAM Global Equity Income Fund
TDAM Global Low Volatility Equity Fund
TDAM Global All Cap Fund
TDAM Target Return Fund
TDAM U.S. Small-Mid Cap Equity Fund*
*Expected to commence operations in May 2013.
