SUBADVISORY AGREEMENTManagement Agreement • March 11th, 2013 • TD Asset Management USA Funds Inc. • New York
WHEREAS, the Investment Manager has entered into an Investment Management Agreement dated as of March 8, 2013, as amended (the “Management Agreement”) with TD Asset Management USA Funds Inc. (the “Company”), an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);
EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • March 11th, 2013 • TD Asset Management USA Funds Inc. • New York
THIS AGREEMENT (“Agreement”), effective as of this 8th day of March, 2013, is by and between TD Asset Management USA Funds Inc., a Maryland corporation (the “Company”), on behalf of its separate series listed on Schedule A (each, a “Fund” and collectively, the “Funds”), and TDAM USA Inc., a Delaware corporation (the “Investment Manager”).
AMENDED AND RESTATED ADMINISTRATION AGREEMENTAdministration Agreement • March 11th, 2013 • TD Asset Management USA Funds Inc. • New York
AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this “Agreement”) made as of this 8th day of March, 2013 by and between TD ASSET MANAGEMENT USA FUNDS INC., a Maryland corporation, whose address is 31 West 52nd Street, New York, NY 10019 (the “Corporation”), and TDAM USA INC., a Delaware corporation, whose address is 31 West 52nd Street, New York, NY 10019 (the “Administrator”). This Agreement was originally made as of June 1, 2005 and amended and restated as of March 8, 2013.
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • March 11th, 2013 • TD Asset Management USA Funds Inc. • New York
AGREEMENT made this 8th day of March, 2013, by and between TD Asset Management USA Funds Inc., a Maryland corporation, whose address is 31 West 52nd Street, New York, New York 10019 (the “Company”) and TDAM USA Inc., a Delaware corporation, whose address is 31 West 52nd Street, New York, New York 10019 (the “Investment Manager”).
