0001144204-13-032042 Sample Contracts

AMENDMENT TO TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • May 29th, 2013 • TD Asset Management USA Funds Inc.

Amendment made as of the 20th day of March, 2013, 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.

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AMENDMENT NO. 5 TO COMPLIANCE SERVICES AGREEMENT
Compliance Services Agreement • May 29th, 2013 • TD Asset Management USA Funds Inc.

AMENDMENT No. 5 made as of the 20th day of March, 2013, 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 (the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

AMENDMENT NO. 8 TO Accounting Services AGREEMENT
Accounting Services Agreement • May 29th, 2013 • TD Asset Management USA Funds Inc.

THIS AMENDMENT NO. 8 TO ACCOUNTING SERVICES AGREEMENT (this “Amendment”), effective as of the 20th day of March, 2013, 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”).

AMENDMENT TO SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • May 29th, 2013 • TD Asset Management USA Funds Inc.

AMENDMENT made as of the 20th day of March, 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.

AMENDMENT NO. 5 TO Distribution AGREEMENT
Distribution Agreement • May 29th, 2013 • TD Asset Management USA Funds Inc.

THIS AMENDMENT NO. 5 TO DISTRIBUTION AGREEMENT (this “Amendment”), effective as of the 20th day of March, 2013, by and between TD Asset Management USA Funds Inc. (“Customer”) and SEI Investments Distribution Co., a Pennsylvania corporation (“SIDCO”).

AMENDMENT TO THE STATE REGISTRATION SERVICES AGREEMENT
State Registration Services Agreement • May 29th, 2013 • TD Asset Management USA Funds Inc.

This Amendment to the State Registration Services Agreement (the “Amendment”) is made as of March 8th, 2013 by and between TD ASSET MANAGEMENT USA FUNDS INC. (“TD Funds”) and BNY Mellon (f/k/a/ PNC Global Investor Servicing Inc., f/k/a PFPC INC). (“BNY”)

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