FORM OF AMENDMENT NO. 3 TO DISTRIBUTION AGREEMENT
FORM
OF AMENDMENT NO. 3
THIS
AMENDMENT NO. 3 TO DISTRIBUTION AGREEMENT (this “Amendment”), effective as of
the ____ day of June, 2009, by and between TD Asset Management USA Funds Inc.
(“Customer”) and SEI
Investments Distribution Co., a Pennsylvania corporation (“SIDCO”).
WHEREAS,
Customer and SIDCO entered into a Distribution Agreement, dated as of the
27th
day of July, 2007, as amended by Amendment No. 1, dated as of the 17th day of
June 2008, and as amended by Amendment No.2, dated as of February 27, 2009 (the
“Agreement”).
WHEREAS,
pursuant to the Agreement, among other things, SIDCO has agreed to sell shares
of common stock as agent and on behalf of Customer;
WHEREAS, Customer and SIDCO desire to
amend the Agreement as provided herein.
NOW
THEREFORE, in
consideration of the premises, covenants, representations and warranties
contained herein, and intending to be legally bound hereby, the parties hereto
agree as follows:
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1.
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Schedule C (Portfolios and
Classes). Schedule C (Portfolios and Classes) is hereby
deleted in its entirety and replaced as set forth in Attachment 1
hereto.
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2.
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Ratification of
Agreement. Except as expressly amended and provided herein, all of
the terms, conditions and provisions of the Agreement are hereby ratified
and confirmed to be of full force and effect, and shall continue in full
force and effect.
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3.
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Counterparts. This
Amendment shall become binding when any one or more counterparts hereof
individually or taken together, shall bear the original or facsimile
signature of each of the parties hereto. This Amendment may be
executed in any number of counterparts, each of which shall be an original
against any party whose signature appears thereon, but all of which
together shall constitute but one and the same
instrument.
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4.
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Governing Law. This
Amendment shall in all respects be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania without giving effect to
conflict of law provisions.
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IN WITNESS WHEREOF, the
parties hereto have executed this Amendment by their duly authorized
representatives as of the day and year first above written.
By:___________________________________
Name:
Title:
SEI
INVESTMENTS DISTRIBUTION CO.
By:___________________________________
Name:
Title:
ATTACHMENT
1
SCHEDULE
C
PORTFOLIOS
AND CLASSES
TDAM
Money Market Portfolio – Investor Class
TDAM
Money Market Portfolio – Premium Class
TDAM
Money Market Portfolio – Class A
TDAM
Money Market Portfolio – Select Class
TDAM U.S.
Government Portfolio – Investor Class
TDAM U.S.
Government Portfolio – Class A
TDAM
Municipal Portfolio – Investor Class
TDAM
Municipal Portfolio – Class A
TDAM
California Municipal Money Market Portfolio – Investor Class
TDAM
California Municipal Money Market Portfolio – Class A
TDAM New
York Municipal Money Market Portfolio – Investor Class
TDAM New
York Municipal Money Market Portfolio – Class A
TDAM
Institutional Money Market Portfolio – Institutional Class
TDAM
Institutional Money Market Portfolio – Institutional Service Class
TDAM
Institutional Money Market Portfolio – Commercial Class
TDAM
Institutional U.S. Government Fund – Institutional Class
TDAM
Institutional U.S. Government Fund – Institutional Service Class
TDAM
Institutional U.S. Government Fund – Commercial Class
TDAM
Short-Term Investment Fund
TDAM
Short-Term Bond Fund
TDAM
Institutional Treasury Obligations Money Market Fund-Class A
TDAM
Institutional Treasury Obligations Money Market Fund – Institutional Service
Class
TDAM
Institutional Treasury Obligations Money Market Fund – Institutional
Class
TDAM
Institutional Treasury Obligations Money Market Fund – Commercial
Class
TDAM
Global Sustainability Fund – Institutional Class
TDAM
Institutional Municipal Money Market Fund – Institutional Class
TDAM
Institutional Municipal Money Market Fund – Institutional Service
Class
TDAM
Institutional Municipal Money Market Fund – Commercial Class