0001144204-14-060143 Sample Contracts

AMENDMENT TO THE STATE REGISTRATION SERVICES AGREEMENT
State Registration Services Agreement • October 8th, 2014 • TD Asset Management USA Funds Inc.

This Amendment to the State Registration Services Agreement (the “Amendment”) is made as of September 23, 2014 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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AMENDMENT TO TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • October 8th, 2014 • TD Asset Management USA Funds Inc.

Amendment made as of the 23rd day of September, 2014, between TD ASSET MANAGEMENT USA FUNDS INC., a Maryland corporation (the “Company”) and CITI FUND SERVICES OHIO, INC., a Maryland corporation (“Citi”) to that certain Transfer Agency Agreement dated December 18, 2006, between the Company and Citi, as amended on December 11, 2007 and on June 29, 2009 (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. 1 TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 8th, 2014 • TD Asset Management USA Funds Inc.

WHEREAS, the Company and Investment Manager entered into an Investment Management Agreement dated as of the 8th day of March, 2013 (the “Agreement”);

AMENDMENT NO. 7 TO COMPLIANCE SERVICES AGREEMENT
Compliance Services Agreement • October 8th, 2014 • TD Asset Management USA Funds Inc.

AMENDMENT No. 7 made as of the 23rd day of September, 2014 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. 7 TO Distribution AGREEMENT
Distribution Agreement • October 8th, 2014 • TD Asset Management USA Funds Inc.

THIS AMENDMENT NO. 7 TO DISTRIBUTION AGREEMENT (this “Amendment”), effective as of the 23rd day of September, 2014, by and between TD Asset Management USA Funds Inc. (“Customer”) and SEI Investments Distribution Co., a Pennsylvania corporation (“SIDCO”).

AMENDMENT NO. 11 TO Accounting Services AGREEMENT
Accounting Services Agreement • October 8th, 2014 • TD Asset Management USA Funds Inc.

THIS AMENDMENT NO. 11 TO ACCOUNTING SERVICES AGREEMENT (this “Amendment”), made this 23rd day of September, 2014, with effect from and after the 1st day of October, 2014 (the “Effective Date”), 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 • October 8th, 2014 • TD Asset Management USA Funds Inc.

AMENDMENT made as of September 23, 2014, 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.

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • October 8th, 2014 • TD Asset Management USA Funds Inc. • New York

THIS AGREEMENT (“Agreement”), effective as of this 23rd day of September, 2014, is by and between TD Asset Management USA Funds Inc., a Maryland corporation (the “Company”), on behalf of its series, TDAM Tactical Opportunities Fund (the “Fund”), and TDAM USA Inc., a Delaware corporation (the “Investment Manager”).

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