AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT BY AND BETWEEN TD ASSET MANAGEMENT USA FUNDS INC. AND TDAM USA INC.
AMENDMENT
TO INVESTMENT MANAGEMENT AGREEMENT
BY
AND BETWEEN TD ASSET MANAGEMENT USA FUNDS INC. AND
TDAM
USA INC.
Amendment
as of June 29, 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”).
WITNESSETH:
WHEREAS,
the Company and the Investment Manager desire to amend the Agreement as
hereinafter set forth;
NOW
THEREFORE, in consideration of the premises and for other good and valuable
consideration, the parties hereby agree as follows:
1. The
name of the Investment Manager is TDAM USA Inc.
2. The
TDAM Institutional Municipal Money Market Fund is included as a
“Portfolio” under the Agreement for all purposes.
3. For
the services provided by the Investment Manager under the Agreement to the TDAM
Institutional Municipal Money Market Fund, the Investment Manager will receive
an annual fee, payable monthly, on a graduated basis equal to 0.10% of the first
$1 billion of average daily net assets of the Portfolio, 0.09% of the next $1
billion of average daily net assets of the Portfolio and 0.08% of average daily
net assets of the Portfolio over $2 billion.
4. With
respect to the Portfolio covered by this Amendment, the Agreement shall have an
initial term of two (2) years beginning as of the date of this Amendment, unless
sooner terminated as provided in the Agreement.
5. Except
as specifically amended hereby, the Agreement remains in full force and
effect.
IN
WITNESS WHEREOF, the parties hereto have caused this amendment to the Agreement
to be signed by their respective duly authorized officers as of the day and year
above written.
TD ASSET MANAGEMENT USA
FUNDS
INC.
By: /s/ ▇▇▇▇
▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇
Title: President
TDAM USA
INC.
By: /s/ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Managing Director