0001336926-09-000029 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • March 25th, 2009 • TD Asset Management USA Funds Inc. • New York

AGREEMENT, dated as of March 24, 2009 between TD Asset Management USA Funds Inc., a corporation organized and existing under the laws of the State of Maryland having its principal office and place of business at 31 West 52nd Street, New York, NY 10019 (the “Fund”) and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

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FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • March 25th, 2009 • TD Asset Management USA Funds Inc. • New York

WHEREAS, the Fund desires to appoint BNY as a Foreign Custody Manager pursuant to Rule 17f-5 under the Investment Company Act of 1940, as amended, on the terms and conditions contained herein;

AMENDMENT NO. 4 TO ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • March 25th, 2009 • TD Asset Management USA Funds Inc.

THIS AMENDMENT NO. 4 TO ACCOUNTING SERVICES AGREEMENT (this “Amendment”), effective as of the 17th day of June, 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 THE ADMINISTRATION AGREEMENT BY AND BETWEEN TD ASSET MANAGEMENT USA FUNDS INC. AND TDAM USA INC.
Administration Agreement • March 25th, 2009 • TD Asset Management USA Funds Inc.

Amendment made as of March 10, 2009 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 TDAM USA INC., f/k/a TD ASSET MANAGEMENT USA INC. (the “Administrator”).

AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT
Distribution Agreement • March 25th, 2009 • TD Asset Management USA Funds Inc.

THIS AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT (this “Amendment”), effective as of the 17th day of June, 2008, by and between TD Asset Management USA Funds Inc. (“Customer”) and SEI Investments Distribution Co., a Pennsylvania corporation (“SIDCO”).

AMENDMENT TO COMPLIANCE SERVICES AGREEMENT
Compliance Services Agreement • March 25th, 2009 • TD Asset Management USA Funds Inc.

AMENDMENT NO. 1 made as of December 4, 2008, to the Compliance Services Agreement dated as of June 1, 2007, between TD Asset Management USA Funds Inc., a Maryland corporation (the “Company”), and Citi Fund Services Ohio, Inc. (formerly, BISYS Fund Services Ohio, Inc.), an Ohio corporation (“Citi”) (as amended and in effect on the date hereof, the “Agreement”). Capitalized terms which are used herein without definition and which are defined in the Agreement shall have the same meanings herein as in the Agreement.

AMENDMENT TO SHAREHOLDER SERVICES AGREEMENT BY AND BETWEEN TD ASSET MANAGEMENT USA FUNDS INC. AND TD AMERITRADE INC.
Shareholder Services Agreement • March 25th, 2009 • TD Asset Management USA Funds Inc.

Amendment made as of December 4, 2008 to the Shareholder Services Agreement (the “Agreement”) by and between TD Asset Management USA Funds Inc. (the “Fund”) and TD Ameritrade Inc. (“TDA”).

AMENDMENT NO. 2 TO COMPLIANCE SERVICES AGREEMENT
Compliance Services Agreement • March 25th, 2009 • TD Asset Management USA Funds Inc.

AMENDMENT No. 2 made as of the 10th day of March, 2009, 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 by Amendment No. 1, dated December 4, 2008 (the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

AMENDMENT NO. 5 TO ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • March 25th, 2009 • TD Asset Management USA Funds Inc.

THIS AMENDMENT NO. 5 TO ACCOUNTING SERVICES AGREEMENT (this “Amendment”), effective as of the 10th day of March, 2009, 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”).

SHAREHOLDER SERVICES AGREEMENT BY AND BETWEEN TD ASSET MANAGEMENT USA FUNDS INC. AND TD AMERITRADE, INC.
Shareholder Services Agreement • March 25th, 2009 • TD Asset Management USA Funds Inc. • New York

You wish to enter into an Agreement with TD Asset Management USA Funds, Inc. (hereinafter referred to as the “Fund”), a registered investment company, as defined in the Investment Company Act of 1940, as amended (the “Act”), on behalf of its separate series (each a “Portfolio”, and collectively the “Portfolios”), and classes (each, a “Class” and collectively, the “Classes”) listed on Schedule A, for servicing shareholders of, and administering shareholder accounts in the Fund.

AMENDMENT NO. 2 TO DISTRIBUTION AGREEMENT
Distribution Agreement • March 25th, 2009 • TD Asset Management USA Funds Inc.

THIS AMENDMENT NO. 2 TO DISTRIBUTION AGREEMENT (this “Amendment”) effective as of the 10th day of March, 2009 by and between TD Asset Management USA Funds Inc. (“Customer”) and SEI Investments Distribution Co., a Pennsylvania corporation (“SIDCO”).

AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT BY AND BETWEEN TD ASSET MANAGEMENT USA FUNDS INC. AND TDAM USA INC.
Investment Management Agreement • March 25th, 2009 • TD Asset Management USA Funds Inc.

Amendment as of March 10, 2009 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 TDAM USA INC., f/k/a TD ASSET MANAGEMENT USA INC. (the “Investment Manager”).

SHAREHOLDER SERVICES AGREEMENT BY AND BETWEEN TD ASSET MANAGEMENT USA FUNDS INC. AND COMMERCE CAPITAL MARKETS INC.
Shareholder Services Agreement • March 25th, 2009 • TD Asset Management USA Funds Inc. • New York

THIS AGREEMENT, is made as of the 13th day of March, 2009, by and between TD Asset Management USA Funds Inc. (the “Fund”), a registered investment company, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), on behalf of the portfolios (the “Portfolios” and each, a “Portfolio”) and classes of shares (the “Classes” and each, a “Class”) listed on Schedule A to this Agreement, as it may be amended from time, and Commerce Capital Markets, Inc. (“CCMI”), a registered broker-dealer with the Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended.

AMENDMENT TO THE STATE REGISTRATION SERVICES AGREEMENT
State Registration Services Agreement • March 25th, 2009 • TD Asset Management USA Funds Inc.

This Amendment to the State Registration Services Agreement (the “Amendment”) is made as of March 10, 2009 by and between TD ASSET MANAGEMENT USA FUNDS INC. (“TD”) and PNC Global Investor Servicing Inc. f/k/a PFPC INC. (“PNC”)

Appendix A FORM OF SHAREHOLDER SERVICES AGREEMENT
Form of Shareholder Services Agreement • March 25th, 2009 • TD Asset Management USA Funds Inc. • New York

You wish to enter into an Agreement with TD Asset Management USA Funds Inc. (hereinafter referred to as the "Fund"), a registered investment company, as defined in the Investment Company Act of 1940, as amended (the "Act"), on behalf of its separate series (each a "Portfolio", collectively the "Portfolios") and classes (each, a “Class” and collectively, the “Classes”) listed on Schedule A, for servicing shareholders of, and administering shareholder accounts in the Fund.

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