0001144204-09-038705 Sample Contracts

AMENDMENT NO. 3 TO DISTRIBUTION AGREEMENT
Distribution Agreement • July 24th, 2009 • TD Asset Management USA Funds Inc.

THIS AMENDMENT NO. 3 TO DISTRIBUTION AGREEMENT (this “Amendment”), effective as of the 29th day of June, 2009, by and between TD Asset Management USA Funds Inc. (“Customer”) and SEI Investments Distribution Co., a Pennsylvania corporation (“SIDCO”).

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AMENDMENT TO THE STATE REGISTRATION SERVICES AGREEMENT
State Registration Services Agreement • July 24th, 2009 • TD Asset Management USA Funds Inc.

This Amendment to the State Registration Services Agreement (the “Amendment”) is made as of June 29, 2009 by and between TD ASSET MANAGEMENT USA FUNDS INC. (“TD”) and PNC GLOBAL INVESTOR SERVICING INC. f/k/a PFPC INC. (“PNC”)

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