AMENDMENT TO SUB-ADMINISTRATION AGREEMENT

Exhibit (h)(23)

AMENDMENT TO SUB-ADMINISTRATION AGREEMENT

AMENDMENT made as of June 20, 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. Section 3 of the Agreement is amended by:

(a) Changing the “$386,000” in the first sentence of that Section to “$500,000”; and

(b) Deleting the last sentence of Section 3 which states, “The annual fee for Routine Administrative Services is being negotiated by the parties and may be further amended on or around March 8, 2013.” and replacing it with the following:

“TDAM agrees to reimburse Citi for Citi’s reasonable out of pocket expenses related to Board book production, printing and mailing.”

2. Representations and Warranties.

TDAM represents that it has full power and authority to enter into and perform this Amendment, 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/ Xxxxxx X. Xxxxxxx
		Name: Xxxxxx X. Xxxxxxx
		Title: Vice President
	TDAM USA INC.
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		Title: Officer