Exhibit (h)(19)
AMENDMENT TO THE STATE
REGISTRATION SERVICES AGREEMENT
This Amendment to the State
Registration Services Agreement (the “Amendment”) is made retroactively as of September
18, 2006 by and between TD ASSET MANAGEMENT USA FUNDS INC. (“TD”) and PFPC INC. (“PFPC”)
BACKGROUND:
| A. |
|
TD
(formerly, WATERHOUSE INVESTORS CASH MANAGEMENT FUND, INC.) and PFPC
(successor to ClearSky Corporation) are parties to a State Registration
Services Agreement dated as of November 27, 1995, as amended (the
“Agreement”). |
| B. |
|
The
parties desire to amend the Agreement to update the references to the
parties. |
TERMS:
NOW THEREFORE, in consideration of
the premises and for other good and valuable consideration, the parties hereby agree as
follows:
| 2. |
|
Any
reference in the Agreement to “Waterhouse Asset Management, Inc.” is hereby
deleted and replaced by “TD ASSET MANAGEMENT USA INC.” |
| 3. |
|
Any
reference in the Agreement to “Waterhouse” is hereby deleted and replaced with
“TD Asset Management.” |
| 4. |
|
Any
reference in the Agreement to “Clear Sky Corporation” is hereby deleted and
replaced with “PFPC Inc.” and any reference to “Clear Sky” is hereby deleted and
replaced with “PFPC.” |
| 5. |
|
The
address for notices for PFPC set forth in Section 7 of the Agreement is hereby deleted
and replaced with the following: |
| |
PFPC
Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Schrafft Center Annex
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
| |
Attention:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
| 6. |
|
Each
of the TDAM Short-Term Investment Fund, the TDAM Short-Term Bond Fund, the TDAM
Institutional Money Market Fund and the TDAM Institutional U.S. Government Fund
is included as series of the Fund under the Agreement for all purposes. |
| 7. |
|
Except
as specifically amended hereby, the Agreement remains in full force and effect. |
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.
| |
PFPC INC. |
| |
|
| |
By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
|
| |
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President |
