0001144204-09-064958 Sample Contracts

AMENDMENT TO SHAREHOLDER SERVICES AGREEMENT BY AND BETWEEN TD ASSET MANAGEMENT USA FUNDS INC. AND TD AMERITRADE INC.
Shareholder Services Agreement • December 16th, 2009 • TD Asset Management USA Funds Inc.

Amendment made as of September 24, 2009 to the Shareholder Services Agreement (the “Agreement”) by and between TD Asset Management USA Funds Inc. (the “Fund”) and TD Ameritrade Inc. (“TDA”).

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AMENDED AND RESTATED FEE WAIVER AND EXPENSE REIMBURSEMENT RECOUPMENT AGREEMENT
Fee Waiver and Expense • December 16th, 2009 • TD Asset Management USA Funds Inc. • New York

THIS AMENDED AND RESTATED AGEREEMENT (“Agreement”) effective as of this 22 day of September, 2009, by and between TD Asset Management USA Funds Inc., a Maryland corporation (the “Company”) and TDAM USA Inc., a Delaware corporation (the “Investment Manager”).

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