0001336926-08-000035 Sample Contracts

AMENDMENT TO THE ADMINISTRATION AGREEMENT BY AND BETWEEN TD ASSET MANAGEMENT USA FUNDS INC. AND TD ASSET MANAGEMENT USA INC.
Administration Agreement • August 20th, 2008 • TD Asset Management USA Funds Inc.

Amendment made as of June 17, 2008 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 TD ASSET MANAGEMENT USA INC. (the “Administrator”).

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AMENDMENT TO THE STATE REGISTRATION SERVICES AGREEMENT
State Registration Services Agreement • August 20th, 2008 • TD Asset Management USA Funds Inc.

This Amendment to the State Registration Services Agreement (the “Amendment”) is made as of July 11, 2008 by and between TD ASSET MANAGEMENT USA FUNDS INC. (“TD”) and PFPC INC. (“PFPC”)

AMENDMENT TO THE AMENDED AND RESTATED FOREIGN CUSTODY MANAGER AGREEMENT BY AND BETWEEN TD ASSET MANAGEMENT USA FUNDS INC. AND THE BANK OF NEW YORK
TD Asset Management USA Funds Inc. • August 20th, 2008

Amendment made as of June 17, 2008 to the Amended and Restated Foreign Custody Manager Agreement dated as of June 6, 2001, as amended (the “Agreement”), by and between TD ASSET MANAGEMENT USA FUNDS INC. (the “Company”) and THE BANK OF NEW YORK (the “Bank”).

AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT
Distribution Agreement • August 20th, 2008 • TD Asset Management USA Funds Inc.

THIS AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT (this “Amendment”), effective as of the ____ day of June, 2008, by and between TD Asset Management USA Funds Inc. (“Customer”) and SEI Investments Distribution Co., a Pennsylvania corporation (“SIDCO”).

AMENDMENT NO. 4 TO ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • August 20th, 2008 • TD Asset Management USA Funds Inc.

THIS AMENDMENT NO. 4 TO ACCOUNTING SERVICES AGREEMENT (this “Amendment”), effective as of the ____ day of May, 2008, by and between TD Asset Management USA Inc. (“Customer”), as successor to TD Waterhouse Investor Services, Inc. and SEI Investments Global Funds Services (formerly SEI Investments Mutual Fund Services), a Delaware business trust (“SEI”).

AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT BY AND BETWEEN TD ASSET MANAGEMENT USA FUNDS INC. AND TD ASSET MANAGEMENT USA INC.
Investment Management Agreement • August 20th, 2008 • TD Asset Management USA Funds Inc.

Amendment as of June 17, 2008 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 TD ASSET MANAGEMENT USA INC. (the “Investment Manager”).

AMENDMENT TO THE SHAREHOLDER SERVICE AGREEMENT BY AND BETWEEN TD ASSET MANAGEMENT USA INC. AND TD BANKNORTH, N.A.
Shareholder Service Agreement • August 20th, 2008 • TD Asset Management USA Funds Inc.

Amendment made as of , 2008 to the Shareholder Services Agreement dated as of December 18, 2006, (the "Agreement"), by and between TD ASSET MANAGEMENT USA INC. (the "Adviser") and TD BANKNORTH, N.A.

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