0001144204-09-036873 Sample Contracts

AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT BY AND BETWEEN TD ASSET MANAGEMENT USA FUNDS INC. AND TDAM USA INC.
Investment Management Agreement • July 10th, 2009 • TD Asset Management USA Funds Inc.

Amendment as of June 29, 2009 to the Investment Management Agreement dated as of October 15, 1996, as amended (the “Agreement”), by and between TD ASSET MANAGEMENT USA FUNDS INC. (the “Company”) and TDAM USA INC., f/k/a TD ASSET MANAGEMENT USA INC. (the “Investment Manager”).

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AMENDMENT NO. 2 TO TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • July 10th, 2009 • TD Asset Management USA Funds Inc.

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.

AMENDMENT NO. 3 TO COMPLIANCE SERVICES AGREEMENT
Compliance Services Agreement • July 10th, 2009 • TD Asset Management USA Funds Inc.

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.

AMENDMENT TO THE ADMINISTRATION AGREEMENT BY AND BETWEEN TD ASSET MANAGEMENT USA FUNDS INC. AND TDAM USA INC.
Administration Agreement • July 10th, 2009 • TD Asset Management USA Funds Inc.

Amendment made as of June 29, 2009 to the Administration Agreement dated as of June 1, 2005, as amended (the “Agreement”), by and between TD ASSET MANAGEMENT USA FUNDS INC. (the “Company”) and TDAM USA INC., f/k/a TD ASSET MANAGEMENT USA INC. (the “Administrator”).

FORM OF AMENDMENT TO THE STATE REGISTRATION SERVICES AGREEMENT
State Registration Services Agreement • July 10th, 2009 • TD Asset Management USA Funds Inc.

This Amendment to the State Registration Services Agreement (the “Amendment”) is made as of March ____, 2009 by and between TD ASSET MANAGEMENT USA FUNDS INC. (“TD”) and PNC GLOBAL INVESTOR SERVICING INC. f/k/a PFPC INC. (“PNC”)

FORM OF AMENDMENT NO. 3 TO DISTRIBUTION AGREEMENT
Distribution Agreement • July 10th, 2009 • TD Asset Management USA Funds Inc.

THIS AMENDMENT NO. 3 TO DISTRIBUTION AGREEMENT (this “Amendment”), effective as of the ____ day of June, 2009, by and between TD Asset Management USA Funds Inc. (“Customer”) and SEI Investments Distribution Co., a Pennsylvania corporation (“SIDCO”).

FORM OF AMENDMENT NO. 6 TO ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • July 10th, 2009 • TD Asset Management USA Funds Inc.

THIS AMENDMENT NO. 6 TO ACCOUNTING SERVICES AGREEMENT (this “Amendment”), effective as of the ____ day of June, 2009, by and between TDAM USA Inc., (f/k/a TD Asset Management USA Inc.) (“Customer”), and SEI Investments Global Funds Services (f/k/a SEI Investments Mutual Fund Services), a Delaware business trust (“SEI”).

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