UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-09086

TD Asset Management USA Funds Inc.

(FORMERLY KNOWN AS TD WATERHOUSE FAMILY OF FUNDS, INC.)

(Exact name of registrant as specified in charter)

399 Park Avenue, New York, NY 10022

(Address of principal executive offices) (Zip code)

Kevin LeBlanc, TD Asset Management USA Funds Inc.

399 Park Avenue, New York, NY 10022

(Name and address of agent for service)

Registrant’s telephone number, including area code:   646-650-3914  

Date of fiscal year end:  January 31, 2015

Date of reporting period:  July 31, 2014

Item 1. Reports to Stockholders.

TD Asset Management

SEMIANNUAL REPORT

July 31, 2014 (Unaudited)

 TD Asset Management USA Funds Inc.
 

TDAM Short-Term Bond Fund

 –  Institutional Class

 –  Advisor Class

TDAM Core Bond Fund

 –  Institutional Class

 –  Advisor Class

TDAM High Yield Bond Fund

 –  Institutional Class

 –  Advisor Class

TDAM 1- to 5-Year Corporate Bond Portfolio

TDAM 5- to 10-Year Corporate Bond Portfolio

TDAM U.S. Equity Shareholder Yield Fund

 –  Institutional Class

 –  Advisor Class

TDAM U.S. Large Cap Core Equity Fund

 –  Institutional Class

 –  Advisor Class

TDAM Global Equity Shareholder Yield Fund

 –  Institutional Class

 –  Advisor Class

TDAM Global Low Volatility Equity Fund

 –  Institutional Class

 –  Advisor Class

TDAM Global All Cap Fund

 –  Institutional Class

 –  Advisor Class

TDAM Target Return Fund

 –  Institutional Class

 –  Advisor Class

TDAM U.S. Small-Mid Cap Equity Fund

 –  Institutional Class

 –  Advisor Class

NOT FDIC INSURED •   NO BANK GUARANTEE •   MAY LOSE VALUE

® The TD logo and other trade-marks are the property of The Toronto-Dominion Bank.

 

Table of Contents

 

Board of Directors and Executive Officers		3
Shareholders’ Letter		4
Disclosure of Fund Expenses		6
Fund Summaries		9
Statements of Assets and Liabilities		14
Statements of Operations		17
Statements of Changes in Net Assets		20
Financial Highlights		26
Notes to Financial Statements		37
TDAM Short-Term Bond Fund — Schedule of Investments		49
TDAM Core Bond Fund — Schedule of Investments		52
TDAM High Yield Bond Fund — Schedule of Investments		56
TDAM 1- to 5-Year Corporate Bond Portfolio — Schedule of Investments		59
TDAM 5- to 10-Year Corporate Bond Portfolio — Schedule of Investments		62
TDAM U.S. Equity Shareholder Yield Fund — Schedule of Investments		65
TDAM U.S. Large Cap Core Equity Fund — Schedule of Investments		67
TDAM Global Equity Shareholder Yield Fund — Schedule of Investments		68
TDAM Global Low Volatility Equity Fund — Schedule of Investments		71
TDAM Global All Cap Fund — Schedule of Investments		76
TDAM Target Return Fund — Schedule of Investments		78
TDAM U.S. Small-Mid Cap Equity Fund — Schedule of Investments		82
Board’s Consideration of Investment Management Arrangements		84
Director and Officers Information		87

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available, without charge, by calling 1-866-416-4031, or by visiting the SEC’s website at http://www.sec.gov.

The Funds’ proxy voting record for the 12-month period ending June 30th is available, without charge, online at www.tdamusa.com. Login to our website and click on Institutional Investors, Proxy Voting Record. It will also be available by visiting the SEC’s website at http://www.sec.gov.

The Funds file their complete schedules of investments with the SEC for the first and third quarters of each fiscal year on Form N-Q. Form N-Q filings are available online by visiting the SEC’s website at http://www.sec.gov; and can be reviewed and copied at the Commission’s Public Reference Room in Washington, DC or by electronic request at publicinfo@sec.gov. For more information about these services, please call the SEC at 1-202-942-8090.

2

TD ASSET MANAGEMENT USA FUNDS INC.
Board of Directors and Executive Officers
  

DIRECTORS
Barbara F. Palk Interested Director	Peter B. M. Eby Corporate Director
James E. Kelly Consultant and Attorney	Donald J. Herrema Founder of BlackSterling Partners, LLC and Former CEO of Bessemer Trust
Lawrence J. Toal Retired CEO of The Dime Savings Bank and Former Chairman, President and CEO of Dime Bancorp, Inc.
EXECUTIVE OFFICERS
Kevin LeBlanc President and Chief Executive Officer	Eric Kleinschmidt Treasurer and Chief Financial Officer
Maya Gittens Chief Legal Officer and Anti-Money Laundering Officer	Michele R. Teichner Chief Compliance Officer
	Curtis Barnes Secretary

Service Providers

Investment Manager & Administrator TDAM USA Inc. 399 Park Avenue New York, NY 10022	Transfer Agent Citi Fund Services Ohio, Inc. 3435 Stelzer Road Columbus, OH 43219
Independent Registered Public Accounting Firm Ernst & Young LLP One Commerce Square 2005 Market Street Philadelphia, PA 19103	Legal Counsel Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019   Independent Directors Counsel Goodwin Procter LLP 901 New York Avenue, N.W. Washington, DC 20001
Custodian BNY Mellon One Wall Street New York, NY 10286
Distributor SEI Investments Distribution Co. One Freedom Valley Drive Oaks, Pennsylvania 19456

3

TD ASSET MANAGEMENT USA FUNDS INC.

	Commentary

Financial markets were positive during the six-month period ended July 31, 2014, with both equities and fixed income rising. U.S. equity gains were helped in large part by ongoing accommodation from the Federal Reserve (the Fed). The Fed maintained rates in the 0-0.25% range over the period, which helped to fuel growth in housing, capital expenditures and mergers and acquisitions activity. Improvement in these areas is restoring consumer confidence, which in turn helped the S&P500 Index to reach a number of all-time highs during the period.

In spite of heightened geopolitical conflict in the Middle East and Eastern Europe, international equities gained over the period as they too benefitted from accommodative central bank policies. Of particular note was the European Central Bank (ECB), which lowered its key deposit and lending rates during the period. The ECB’s deposit rate is now negative, meaning that banks must pay a fee to deposit excess reserves at the ECB. The central bank made this move to encourage lending and spur economic growth.

In Europe, slow progress toward recovery continued as the region showed modest economic growth, employment was stable and Portugal became the second country to exit its bailout. Stocks rose, supported by the ECB’s accommodative policies and by speculation that it may need to implement an asset purchase program. In Japan, stocks rose as the economy appeared to be responding to the government’s structural reforms. Reforms are expected to continue, notably the government’s plan to cut corporate taxes in 2015, which should positively impact equities.

The performance of the U.S. dollar was mixed against a basket of foreign currencies, which led to mixed impacts on investment returns in U.S. dollar terms. The U.S. dollar rose against the Japanese yen and the euro but declined against the Canadian dollar and British pound.

Overall, U.S. fixed income markets posted positive results for the period, with Treasuries and corporate bonds advancing. Coordinated accommodative monetary policies from key global central banks, including the Fed, ECB and Bank of Japan, are still in effect and are keeping rates lower than historical norms. While corporate bond yields are low from a historical perspective, they have continued to offer a yield advantage over government bonds. As a result, corporates outperformed Treasuries over the six months, and corporate issuance was met by strong demand from investors looking for incremental income.

As mentioned above, the Fed remained supportive by keeping rates at historically low levels; however, it continues to taper its monthly asset purchase program as domestic economic growth and employment improve. When the program began in the fall of 2012, monthly purchases were $85 billion. As of August 2014, purchases will total US$25 billion. The Fed reiterated that even once the program ends completely and employment and inflation targets are met, it will likely keep the federal funds rate low for “some time.” While U.S. monetary policy is moving toward neutral, global monetary policy remains supportive of financial assets, and we anticipate that global central banks will maintain their accommodative stances for some time to come.

Looking Ahead

As the second half of the fiscal year gets underway, high levels of debt across the developed economies continue to moderate economic growth, which remains slow, particularly relative to previous recoveries. This persistent slow growth is likely to weigh on investment returns.

We continue to be mindful of macro economic factors, including slow global economic growth, elevated sovereign debt levels, and inflationary/disinflationary pressures. However, economic improvements domestically and continuing high levels of central bank liquidity globally appear to have helped reduce the probability of extreme outcomes.

4

As always, we thank you for your business. We look forward to continuing to help you manage your money successfully.

Kevin LeBlanc
President and Chief Executive Officer
TD Asset Management USA Funds Inc.
 
September 11, 2014

The Funds are neither insured nor guaranteed by the Federal Deposit Insurance Corporation or the U.S. government and are not deposits or obligations of, or guaranteed by, any bank. An investor should consider the investment objectives, risks and charges and expenses of the Funds carefully before investing. For a prospectus containing this and other information about the Funds, please call your financial adviser. The prospectus should be read carefully before investing or sending money.

This material represents an assessment of the market at a specific point in time and is not intended to be a forecast of future events, or a guarantee of future results. The information should not be relied on as investment advice.

5

Disclosure of Fund Expenses (Unaudited)

We believe it is important for you to understand the impact of fees and expenses regarding your investment. All mutual funds have operating expenses. As a shareholder of a Fund, you incur ongoing costs, which include costs for portfolio management, administrative services, distribution fees, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a Fund’s gross income, directly reduce the investment return of the Fund. A Fund’s expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period (February 1, 2014 through July 31, 2014).

The table below and on the following pages illustrates your Fund’s costs in two ways.

• Actual Expenses. Each row marked “Actual” in the table provides information about actual account values and actual expenses. This information helps you to estimate the actual expenses that you paid over the period after fee waivers and reimbursements. The “Ending Account Value” shown is derived from the Fund’s actual return, and the fourth column shows the dollar amount that would have been paid by an investor who started with $1,000 in the Fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = $8.60), then multiply the result by the number given for your Fund in the “Actual” line under the heading “Expenses Paid During Period”.

• Hypothetical Example for Comparison Purposes. This section is intended to help you compare your Fund’s costs with those of other mutual funds. Each row in the table marked “Hypothetical” provides information about hypothetical account values and hypothetical expenses based on the applicable Fund’s actual expense ratio. This information assumes that the Fund had a return of 5% before expenses during the year, (which is not the Fund’s actual return) and that the expense ratio is unchanged. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. The example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to provide a hypothetical expense example based on a 5% return. You may use this information to compare the ongoing costs of investing in the Funds and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in shareholder reports of other funds.

	Beginning Account Value 2/1/14		Ending Account Value 7/31/14		Annualized Expense Ratios			Expenses Paid During Period*
TDAM Short-Term Bond Fund – Institutional Class
Actual	$	1,000.00	$	1,001.10		0.43	%	$	2.13
Hypothetical (5% return before expenses)		1,000.00		1,022.66		0.43			2.16
TDAM Short-Term Bond Fund – Advisor Class
Actual		1,000.00		1,001.10		0.43			2.13
Hypothetical (5% return before expenses)		1,000.00		1,022.66		0.43			2.16
TDAM Core Bond Fund – Institutional Class
Actual		1,000.00		1,019.70		0.50			2.50
Hypothetical (5% return before expenses)		1,000.00		1,022.32		0.50			2.51
TDAM Core Bond Fund – Advisor Class
Actual		1,000.00		1,019.70		0.50			2.50
Hypothetical (5% return before expenses)		1,000.00		1,022.32		0.50			2.51

* Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 181/365 (to reflect one-half year period).

6

Disclosure of Fund Expenses (Unaudited) (Continued)

	Beginning Account Value 2/1/14		Ending Account Value 7/31/14		Annualized Expense Ratios			Expenses Paid During Period*
TDAM High Yield Bond Fund – Institutional Class
Actual	$	1,000.00	$	1,023.00		0.70	%	$	3.51
Hypothetical (5% return before expenses)		1,000.00		1,021.32		0.70			3.51
TDAM High Yield Bond Fund – Advisor Class
Actual		1,000.00		1,023.00		0.70			3.51
Hypothetical (5% return before expenses)		1,000.00		1,021.32		0.70			3.51
TDAM 1- to 5-Year Corporate Bond Portfolio
Actual		1,000.00		1,007.00		—			—
Hypothetical (5% return before expenses)		1,000.00		1,024.79		—			—
TDAM 5- to 10-Year Corporate Bond Portfolio
Actual		1,000.00		1,028.20		—			—
Hypothetical (5% return before expenses)		1,000.00		1,024.79		—			—
TDAM U.S. Equity Shareholder Yield Fund – Institutional Class
Actual		1,000.00		1,080.50		0.80			4.13
Hypothetical (5% return before expenses)		1,000.00		1,020.83		0.80			4.01
TDAM U.S. Equity Shareholder Yield Fund – Advisor Class
Actual		1,000.00		1,080.50		0.80			4.13
Hypothetical (5% return before expenses)		1,000.00		1,020.83		0.80			4.01
TDAM U.S. Large Cap Core Equity Fund – Institutional Class
Actual		1,000.00		1,086.90		0.80			4.14
Hypothetical (5% return before expenses)		1,000.00		1,020.83		0.80			4.01
TDAM U.S. Large Cap Core Equity Fund – Advisor Class
Actual		1,000.00		1,086.90		0.80			4.14
Hypothetical (5% return before expenses)		1,000.00		1,020.83		0.80			4.01
TDAM Global Equity Shareholder Yield Fund – Institutional Class
Actual		1,000.00		1,090.10		1.00			5.18
Hypothetical (5% return before expenses)		1,000.00		1,019.84		1.00			5.01
TDAM Global Equity Shareholder Yield Fund – Advisor Class
Actual		1,000.00		1,090.10		1.00			5.18
Hypothetical (5% return before expenses)		1,000.00		1,019.84		1.00			5.01
TDAM Global Low Volatility Equity Fund – Institutional Class
Actual		1,000.00		1,090.50		0.90			4.66
Hypothetical (5% return before expenses)		1,000.00		1,020.33		0.90			4.51
TDAM Global Low Volatility Equity Fund – Advisor Class
Actual		1,000.00		1,090.50		0.90			4.66
Hypothetical (5% return before expenses)		1,000.00		1,020.33		0.90			4.51

* Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 181/365 (to reflect one-half year period).

7

Disclosure of Fund Expenses (Unaudited) (Concluded)

	Beginning Account Value 2/1/14		Ending Account Value 7/31/14		Annualized Expense Ratios			Expenses Paid During Period*
TDAM Global All Cap Fund – Institutional Class
Actual	$	1,000.00	$	1,022.50		1.00	%	$	5.01
Hypothetical (5% return before expenses)		1,000.00		1,019.84		1.00			5.01
TDAM Global All Cap Fund – Advisor Class
Actual		1,000.00		1,022.50		1.00			5.01
Hypothetical (5% return before expenses)		1,000.00		1,019.84		1.00			5.01
TDAM Target Return Fund – Institutional Class
Actual		1,000.00		1,033.70		0.70			3.53
Hypothetical (5% return before expenses)		1,000.00		1,021.32		0.70			3.51
TDAM Target Return Fund – Advisor Class
Actual		1,000.00		1,033.70		0.70			3.53
Hypothetical (5% return before expenses)		1,000.00		1,021.32		0.70			3.51
TDAM U.S. Small-Mid Cap Equity Fund – Institutional Class
Actual		1,000.00		1,020.50		1.00			5.01
Hypothetical (5% return before expenses)		1,000.00		1,019.54		1.00			5.01
TDAM U.S. Small-Mid Cap Equity Fund – Advisor Class
Actual		1,000.00		1,020.50		1.00			5.01
Hypothetical (5% return before expenses)		1,000.00		1,019.54		1.00			5.01

* Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 181/365 (to reflect one-half year period).

8

TD ASSET MANAGEMENT USA FUNDS INC.
FUND SUMMARIES AS OF 7/31/14 (Unaudited)

9

TD ASSET MANAGEMENT USA FUNDS INC.
FUND SUMMARIES AS OF 7/31/14 (Unaudited) (Continued)

10

TD ASSET MANAGEMENT USA FUNDS INC.
FUND SUMMARIES AS OF 7/31/14 (Unaudited) (Continued)

11

TD ASSET MANAGEMENT USA FUNDS INC.
FUND SUMMARIES AS OF 7/31/14 (Unaudited) (Continued)

12

TD ASSET MANAGEMENT USA FUNDS INC.
FUND SUMMARIES AS OF 7/31/14 (Unaudited) (Concluded)

Bond Credit Quality as of July 31, 2014
TDAM Short-Term Bond Fund	TDAM Core Bond Fund	TDAM High Yield Bond Fund

Credit Ratings(1)	Percentage of Net Assets
U.S. Government and U.S. Government Agency Obligations		34.9	%
AAA		2.5	%
AA		11.5	%
A		31.3	%
BBB		14.7	%
Short-Term Investment and Other Net Assets		5.1	%

Credit Ratings(1)	Percentage of Net Assets
U.S. Government and U.S. Government Agency Obligations		47.6	%
AAA		0.6	%
AA		8.1	%
A		21.8	%
BBB		10.8	%
Registered Investment Companies		6.7	%
Short-Term Investment and Other Net Assets		4.4	%

Credit Ratings(1)	Percentage of Net Assets
AAA		0.0	%
AA		0.0	%
A		0.0	%
BBB		3.6	%
BB and Below		89.6	%
Other Net Assets		6.8	%

Bond Credit Quality as of July 31, 2014
TDAM 1- to 5-Year Corporate Bond Portfolio	TDAM 5- to 10-Year Corporate Bond Portfolio

Credit Ratings(1)	Percentage of Net Assets			Credit Ratings(1)		Percentage of Net Assets
U.S. Government and U.S. Government Agency Obligation		2.3	%		U.S. Government and U.S. Government Agency Obligation		4.4	%
AAA		0.5	%		AAA		1.3	%
AA		17.1	%		AA		14.1	%
A		57.4	%		A		51.7	%
BBB		15.5	%		BBB		21.0	%
Registered Investment Company		5.6	%		Registered Investment Company		5.0	%
Short-Term Investment and Other Net Assets		1.6	%		Short-Term Investment and Other Net Assets		2.5	%

(1) Credit quality is based on ratings from Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”). Where S&P ratings are not available, credit quality is based on ratings from Moody’s Investor Services, Inc. (“Moody’s”). S&P and Moody’s ratings have been selected for several reasons, including the access to information and materials provided by S&P and Moody’s, as well as the Fund’s consideration of industry practice. The Not Rated category, if applicable, consists of securities that have not been rated by S&P or Moody’s.

13

Statements of Assets and Liabilities

July 31, 2014 (unaudited)

	TDAM Short-Term Bond Fund			TDAM Core Bond Fund			TDAM High Yield Bond Fund			TDAM 1- to 5-Year Corporate Bond Portfolio
ASSETS
Cost of investments (Note 2)	$	73,142,651		$	13,326,011		$	10,306,033		$	7,630,503
Investments in securities, at value	$	69,571,500		$	12,746,218		$	10,330,549		$	7,415,605
Repurchase agreements, at value (Note 2)		4,036,000			668,000			—			225,000
TOTAL INVESTMENTS		73,607,500			13,414,218			10,330,549			7,640,605
Cash		980			594			591,344			971
Interest and dividends receivable		335,572			59,078			179,632			37,768
Receivable for investment securities sold		234,793			72,235			—			99,381
Due from Investment Manager (Note 3)		—			10,513			8,442			11,818
Receivable for capital shares sold		16,614			—			5,321			—
Prepaid Directors’ fees		2,096			406			406			407
Prepaid expenses		36,806			8,380			8,374			3,446
TOTAL ASSETS		74,234,361			13,565,424			11,124,068			7,794,396
LIABILITIES
Payable for securities purchased		853,876			231,441			106,875			190,841
Dividends payable to shareholders		49,731			2,249			5,896			998
Payable to Investment Manager (Note 3)		5,811			—			—			—
Payable for capital shares redeemed		22			—			13			—
Other accrued expenses		—			55,438			44,162			38,517
TOTAL LIABILITIES		909,440			289,128			156,946			230,356
NET ASSETS	$	73,324,921		$	13,276,296		$	10,967,122		$	7,564,040
Net assets consist of:
Paid-in-capital ($0.0001 par value; 3 billion, 1.3 billion, 1.2 billion and 0.6 billion shares authorized, respectively)	$	72,978,249		$	13,345,100		$	10,985,889		$	7,517,193
Undistributed (Distributions in excess of) net investment income		(48,856	)		(29,484	)		22			(10,158	)
Accumulated net realized gains (losses) from investment transactions and distribution of realized gain from investment companies		(69,321	)		(127,527	)		(43,305	)		46,903
Net unrealized appreciation on investments		464,849			88,207			24,516			10,102
Net assets	$	73,324,921		$	13,276,296		$	10,967,122		$	7,564,040
Institutional Class net asset value, redemption price and offering price per share (Note 2)	$	10.21		$	9.91		$	9.98			N/A
		($73,284,671 ÷ 7,174,703 shares)			($13,175,079 ÷ 1,329,334 shares)			($10,861,875 ÷ 1,088,166 shares)
Advisor Class net asset value, redemption price and offering price per share (Note 2)	$	10.21		$	9.91		$	9.98			N/A
		($40,250 ÷ 3,940 shares)			($101,217 ÷ 10,212 shares)			($105,247 ÷ 10,544 shares)
TDAM 1- to 5-Year Corporate Bond Portfolio net asset value, redemption price and offering price per share (Note 2)		N/A			N/A			N/A		$	10.10
											($7,564,040 ÷ 748,914 shares)

Please see accompanying notes to financial statements.

14

Statements of Assets and Liabilities

July 31, 2014 (unaudited)

	TDAM 5- to 10-Year Corporate Bond Portfolio			TDAM U.S. Equity Shareholder Yield Fund		TDAM U.S. Large Cap Core Equity Fund		TDAM Global Equity Shareholder Yield Fund
ASSETS
Cost of investments (Note 2)	$	5,874,955		$	5,601,057	$	5,595,995	$	7,240,193
Investments in securities, at value	$	5,820,371		$	6,528,727	$	6,780,487	$	7,912,122
Repurchase agreements, at value (Note 2)		146,000			—		—		—
TOTAL INVESTMENTS		5,966,371			6,528,727		6,780,487		7,912,122
Cash		858			123,183		298,681		86,744
Foreign currency (Cost $0, $0, $0 and $34,467)		—			—		—		33,941
Interest and dividends receivable		47,922			16,960		4,798		26,714
Due from Investment Manager (Note 3)		12,645			9,337		9,408		9,540
Tax reclaim receivable		—			445		155		9,697
Receivable for capital shares sold		—			—		35,477		—
Receivable for investment securities sold		—			—		24,479		—
Prepaid Directors’ fees		407			406		406		407
Prepaid expenses		3,440			8,738		8,343		8,762
TOTAL ASSETS		6,031,643			6,687,796		7,162,234		8,087,927
LIABILITIES
Payable for securities purchased		25,689			43,020		—		—
Dividends payable to shareholders		2,041			—		—		—
Other accrued expenses		33,739			34,411		41,321		54,189
TOTAL LIABILITIES		61,469			77,431		41,321		54,189
NET ASSETS	$	5,970,174		$	6,610,365	$	7,120,913	$	8,033,738
Net assets consist of:
Paid-in-capital ($0.0001 par value; 0.4 billion, 1.2 billion, 1.2 billion and 1.2 billion shares authorized, respectively)	$	5,788,470		$	5,582,385	$	5,756,466	$	7,048,973
Undistributed (Distributions in excess of) net investment income		(18,494	)		11,548		790		215,174
Accumulated net realized gains from investment transactions, foreign currency transactions and distribution of realized gain from investment companies		108,782			88,762		179,165		98,309
Net unrealized appreciation on investments		91,416			927,670		1,184,492		671,929
Net unrealized depreciation on translation of other assets and liabilities denominated in foreign currencies		—			—		—		(647	)
Net assets	$	5,970,174		$	6,610,365	$	7,120,913	$	8,033,738
Institutional Class net asset value, redemption price and offering price per share (Note 2)		N/A		$	12.04	$	12.59	$	11.98
					($6,486,483 ÷ 538,584 shares)		($6,993,243 ÷ 555,575 shares)		($7,911,102 ÷ 660,558 shares)
Advisor Class net asset value, redemption price and offering price per share (Note 2)		N/A		$	12.04	$	12.59	$	11.98
					($123,882 ÷ 10,286 shares)		($127,670 ÷ 10,143 shares)		($122,636 ÷ 10,240 shares)
TDAM 5- to 10-Year Corporate Bond Portfolio net asset value, redemption price and offering price per share (Note 2)	$	10.36			N/A		N/A		N/A
		($5,970,174 ÷ 576,072 shares)

Please see accompanying notes to financial statements.

15

Statements of Assets and Liabilities

July 31, 2014 (unaudited)

	TDAM Global Low Volatility Equity Fund			TDAM Global All Cap Fund			TDAM Target Return Fund			TDAM U.S. Small-Mid Cap Equity Fund
ASSETS
Cost of investments (Note 2)	$	10,957,675		$	13,697,678		$	4,639,372		$	6,921,514
Investments in securities, at value	$	11,647,643		$	14,902,034		$	4,719,451		$	7,346,855
Cash		112,564			842,274			759,790			205,875
Foreign currency (Cost $32,483, $32,871, $12,688 and $0)		32,491			32,847			3,592			—
Unrealized appreciation on forward foreign currency exchange contracts		60,755			—			10,636			—
Unrealized appreciation on spot contracts		20			—			—			—
Interest and dividends receivable		35,617			16,178			26,449			4,299
Receivable for capital shares sold		8,869			26,607			—			—
Tax reclaim receivable		7,520			12,816			—			—
Due from Investment Manager (Note 3)		6,920			2,096			11,465			5,655
Receivable for investment securities sold		—			—			271			9,057
Prepaid Directors’ fees		406			407			407			407
Prepaid expenses		8,379			8,408			8,338			11,829
TOTAL ASSETS		11,921,184			15,843,667			5,540,399			7,583,977
LIABILITIES
Payable for securities purchased		49,310			—			69,256			93,256
Unrealized depreciation on forward foreign currency exchange contracts		354			—			—			—
Unrealized depreciation on spot contracts		112			—			—			—
Other accrued expenses		57,180			58,184			34,663			46,577
TOTAL LIABILITIES		106,956			58,184			103,919			139,833
NET ASSETS	$	11,814,228		$	15,785,483		$	5,436,480		$	7,444,144
Net assets consist of:
Paid-in-capital ($0.0001 par value; 1.2 billion, 1.2 billion, 1.2 billion and 1.2 billion shares authorized, respectively)	$	10,822,363		$	13,956,413		$	5,373,500		$	6,837,475
Undistributed (Distributions in excess of) net investment income		295,259			155,835			(7,554	)		(2,338	)
Accumulated net realized gains (losses) from investment transactions, forward foreign currency exchange contracts, foreign currency and distribution of realized gain from investment companies		(53,706	)		468,951			(11,069	)		183,666
Net unrealized appreciation on investments		689,968			1,204,356			80,079			425,341
Net unrealized appreciation (depreciation) on forward foreign currency exchange contracts and translation of other assets and liabilities denominated in foreign currencies		60,344			(72	)		1,524			—
Net assets, at value	$	11,814,228		$	15,785,483		$	5,436,480		$	7,444,144
Institutional Class net asset value, redemption price and offering price per share (Note 2)	$	10.96		$	11.80		$	10.09		$	11.27
		($11,702,591 ÷ 1,067,905 shares)			($15,665,775 ÷ 1,327,110 shares)			($5,084,987 ÷ 504,052 shares)			($7,330,361 ÷ 650,165 shares)
Advisor Class net asset value, redemption price and offering price per share (Note 2)	$	10.96		$	11.80		$	10.09		$	11.27
		($111,637 ÷ 10,187 shares)			($119,708 ÷ 10,142 shares)			($351,493 ÷ 34,838 shares)			($113,783 ÷ 10,092 shares)

Please see accompanying notes to financial statements.

16

Statements of Operations

For the Periods Ended July 31, 2014 (unaudited)

	TDAM Short-Term Bond Fund			TDAM Core Bond Fund			TDAM High Yield Bond Fund			TDAM 1- to 5-Year Corporate Bond Portfolio
INVESTMENT INCOME
Interest income	$	371,403		$	109,056		$	280,203		$	34,626
EXPENSES
Investment management fees (Note 3)		84,877			22,882			29,700			—
Directors’ fees (Note 4)		6,597			7,234			7,234			7,234
Distribution fees – Advisor Class (Note 3)		51			124			131			—
Administration fees (Note 3)		—			2,860			2,700			—
Transfer agent fees		32,982			30,093			27,219			24,840
Professional fees		23,863			29,107			28,717			24,253
Pricing fees		16,667			6,376			6,655			3,907
Registration fees		11,028			12,667			12,514			2,812
Shareholder reports and mailing		10,806			4,504			4,504			2,941
Custody fees		8,312			4,047			625			2,916
Other expenses		6,412			3,453			3,450			3,233
TOTAL EXPENSES		201,595			123,347			123,449			72,136
Less:
Waiver of investment management fees/reimbursed expenses (Note 3)		(55,567	)		(91,753	)		(82,817	)		(72,136	)
Waiver of distribution fees – Advisor Class (Note 3)		(51	)		(124	)		(131	)		—
Waiver of administration fees (Note 3)		—			(2,860	)		(2,700	)		—
NET EXPENSES		145,977			28,610			37,801			—
NET INVESTMENT INCOME		225,426			80,446			242,402			34,626
NET REALIZED GAIN (LOSS) FROM:
Investment transactions		72,969			(32,033	)		(1,727	)		15,750
Distribution of realized gain from investment companies		—			13,171			—			7,986
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON:
Investments		(181,113	)		168,186			7,028			(20,854	)
NET REALIZED AND CHANGE IN UNREALIZED GAIN (LOSS)		(108,144	)		149,324			5,301			2,882
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	117,282		$	229,770		$	247,703		$	37,508

Please see accompanying notes to financial statements.

17

Statements of Operations

For the Periods Ended July 31, 2014 (unaudited)

	TDAM 5- to 10-Year Corporate Bond Portfolio			TDAM U.S. Equity Shareholder Yield Fund			TDAM U.S. Large Cap Core Equity Fund			TDAM Global Equity Shareholder Yield Fund
INVESTMENT INCOME
Interest income	$	71,506		$	—		$	—		$	—
Dividend income (net of withholding tax of $0, $249, $0 and $13,562)		—			104,924			65,571			234,177
		71,506			104,924			65,571			234,177
EXPENSES
Investment management fees (Note 3)		—			20,118			22,067			27,351
Directors’ fees (Note 4)		7,234			7,234			7,234			7,234
Distribution fees – Advisor Class (Note 3)		—			151			154			151
Administration fees (Note 3)		—			1,548			1,698			1,709
Transfer agent fees		24,771			25,919			27,018			27,020
Professional fees		21,629			25,237			25,303			25,406
Pricing fees		3,907			610			350			7,952
Registration fees		2,880			13,050			12,458			13,013
Shareholder reports and mailing		2,941			4,459			4,537			4,461
Custody fees		2,833			714			3,961			8,057
Other expenses		3,224			3,504			3,521			3,525
TOTAL EXPENSES		69,419			102,544			108,301			125,879
Less:
Waiver of investment management fees/reimbursed expenses (Note 3)		(69,419	)		(76,082	)		(79,290	)		(89,828	)
Waiver of distribution fees – Advisor Class (Note 3)		—			(151	)		(154	)		(151	)
Waiver of administration fees (Note 3)		—			(1,548	)		(1,698	)		(1,709	)
NET EXPENSES		—			24,763			27,159			34,191
NET INVESTMENT INCOME		71,506			80,161			38,412			199,986
NET REALIZED GAIN FROM:
Investment transactions		54,515			40,550			184,858			56,579
Foreign currency transactions		—			—			—			218
Distribution of realized gain from investment companies		11,989			—			—			—
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON:
Investment transactions		14,105			340,411			351,036			250,958
Translation of other assets and liabilities denominated in foreign currencies		—			—			—			(432	)
NET REALIZED AND CHANGE IN UNREALIZED GAIN		80,609			380,961			535,894			307,323
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	152,115		$	461,122		$	574,306		$	507,309

Please see accompanying notes to financial statements.

18

Statements of Operations

For the Periods Ended July 31, 2014 (unaudited)

	TDAM Global Low Volatility Equity Fund			TDAM Global All Cap Fund			TDAM Target Return Fund			TDAM U.S. Small- Mid Cap Equity Fund
INVESTMENT INCOME
Interest income	$	—		$	—		$	40,101		$	—
Dividend income (net of withholding tax of $17,391, $7,779, $2,531 and $155)		232,171			219,324			13,932			50,342
		232,171			219,324			54,033			50,342
EXPENSES
Investment management fees (Note 3)		39,034			56,111			13,122			26,577
Directors’ fees (Note 4)		7,234			7,234			7,234			7,233
Distribution fees – Advisor Class (Note 3)		135			150			128			144
Administration fees (Note 3)		2,788			3,507			1,193			1,661
Transfer agent fees		27,236			27,380			26,917			27,011
Professional fees		29,153			30,010			23,878			25,073
Pricing fees		10,347			4,746			2,947			474
Registration fees		12,466			12,506			12,575			7,083
Shareholder reports and mailing		4,538			4,538			4,504			4,538
Custody fees		4,900			7,456			1,696			6,524
Other expenses		3,575			3,618			3,487			3,531
TOTAL EXPENSES		141,406			157,256			97,681			109,849
Less:
Waiver of investment management fees/reimbursed expenses (Note 3)		(88,297	)		(83,444	)		(79,629	)		(72,729	)
Waiver of distribution fees – Advisor Class (Note 3)		(135	)		(150	)		(128	)		(144 )
Waiver of administration fees (Note 3)		(2,788	)		(3,507	)		(1,193	)		(1,661	)
NET EXPENSES		50,186			70,155			16,731			35,315
NET INVESTMENT INCOME		181,985			149,169			37,302			15,027
NET REALIZED GAIN (LOSS) FROM:
Investment transactions		118,950			266,340			6,854			110,910
Forward foreign currency exchange contracts		(175,694	)		—			(23,141	)		—
Foreign currency		2,015			(584	)		4,897			—
Distribution of realized gain from investment companies		1,023			—			17,048			—
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON:
Investments		788,710			(121,028	)		108,825			(41,860	)
Forward foreign currency exchange contracts		33,859			—			10,636			—
Translation of other assets and liabilities denominated in foreign currencies		(120	)		508			(9,112	)		—
NET REALIZED AND CHANGE IN UNREALIZED GAIN		768,743			145,236			116,007			69,050
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	950,728		$	294,405		$	153,309		$	84,077

Please see accompanying notes to financial statements.

19

Statements of Changes in Net Assets

	TDAM Short-Term Bond Fund									TDAM Core Bond Fund
	Six-Month Period Ended July 31, 2014 (unaudited)			November 1, 2013† to January 31, 2013			Year ended October 31, 2013†ˆ			Six-Month Period Ended July 31, 2014 (unaudited)			March 21, 2013* to January 31, 2014
OPERATIONS:
Net investment income	$	225,426		$	109,549		$	436,437		$	80,446		$	108,465
Net realized gain (loss) from investment transactions and distribution of realized gain from investment companies		72,969			21,456			120,251			(18,862	)		(64,799	)
Net change in unrealized appreciation (depreciation) on investments		(181,113	)		91,026			(384,822	)		168,186			(79,979	)
Net increase (decrease) in net assets from operations		117,282			222,031			171,866			229,770			(36,313	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income
Institutional Class		(274,118	)		(140,309	)		(688,457	)		(108,999	)		(150,822	)
Advisor Class		(162	)		(87	)		(151	)		(945	)		(1,495	)
From net realized gains
Institutional Class		—			—			(72,138	)		—			—
Advisor Class		—			—			—			—			—
Total dividends and distributions to shareholders		(274,280	)		(140,396	)		(760,746	)		(109,944	)		(152,317	)
CAPITAL SHARE TRANSACTIONS:
Institutional Class:
Proceeds from shares sold		29,902,379			4,335,575			42,005,029			2,543,899			10,585,026
Shares issued in reinvestment of dividends		1,665			303			1,404			94,963			128,629
Payments for shares redeemed		(22,312,697	)		(3,966,976	)		(45,752,333	)		(109,419	)		(82	)
Net increase (decrease) in net assets from Institutional Class shares		7,591,347			368,902			(3,745,900	)		2,529,443			10,713,573
Advisor Class:
Proceeds from shares sold		—			—			40,010			—			100,010
Shares issued in reinvestment of dividends		138			74			126			804			1,270
Payments for shares redeemed		—			—			—			—			—
Net increase in net assets from Advisor Class shares		138			74			40,136			804			101,280
Net increase (decrease) in net assets from capital share transactions		7,591,485			368,976			(3,705,764	)		2,530,247			10,814,853
TOTAL INCREASE (DECREASE) IN NET ASSETS		7,434,487			450,611			(4,294,644	)		2,650,073			10,626,223
NET ASSETS:
Beginning of period		65,890,434			65,439,823			69,734,467			10,626,223			—
End of period	$	73,324,921		$	65,890,434		$	65,439,823		$	13,276,296		$	10,626,223
Undistributed (Distributions in excess of) net investment income, end of period	$	(48,856	)	$	(2	)	$	421		$	(29,484	)	$	14
SHARE TRANSACTIONS:
Institutional Class:
Shares sold		2,921,456			423,851			4,094,945			257,341			1,060,296
Shares issued in reinvestment of dividends		163			29			141			9,600			13,167
Shares redeemed		(2,179,703	)		(387,561	)		(4,473,572	)		(11,062	)		(8	)
Net increase (decrease) in Institutional Class shares		741,916			36,319			(378,486	)		255,879			1,073,455
Advisor Class:
Shares sold		—			—			3,907			—			10,001
Shares issued in reinvestment of dividends		13			8			12			81			130
Shares redeemed		—			—			—			—			—
Net increase in Advisor Class shares		13			8			3,919			81			10,131
Net increase (decrease) in shares		741,929			36,327			(374,567	)		255,960			1,083,586

† Effective November 1, 2013, the TDAM Short-Term Bond Fund changed its fiscal year from October 31 to January 31.

ˆ Advisor Class shares commenced operations on May 30, 2013.

* Commencement of operations.

Please see accompanying notes to financial statements.

20

Statements of Changes in Net Assets

	TDAM High Yield Bond Fund						TDAM 1- to 5-Year Corporate Bond Portfolio
	Six-Month Period Ended July 31, 2014 (unaudited)			March 21, 2013* to January 31, 2014			Six-Month Period Ended July 31, 2014 (unaudited)			September 12, 2013* to January 31, 2014
OPERATIONS:
Net investment income	$	242,402		$	403,755		$	34,626		$	29,241
Net realized gain (loss) from investment transactions and distribution of realized gain from investment companies		(1,727	)		(41,578	)		23,736			29,139
Net change in unrealized appreciation (depreciation) on investments		7,028			17,488			(20,854	)		30,956
Net increase in net assets from operations		247,703			379,665			37,508			89,336
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income
Institutional Class		(234,913	)		(404,865	)		—			—
Advisor Class		(2,294	)		(4,063	)		—			—
Portfolio Class		—			—			(42,582	)		(32,074	)
From net realized gains
Portfolio Class		—			—			—			(5,341	)
Total dividends and distributions to shareholders		(237,207	)		(408,928	)		(42,582	)		(37,415	)
CAPITAL SHARE TRANSACTIONS:
Institutional Class:
Proceeds from shares sold		202,627			10,141,313			—			—
Shares issued in reinvestment of dividends		200,856			344,534			—			—
Payments for shares redeemed		(8,759	)		(96	)		—			—
Net increase in net assets from Institutional Class shares		394,724			10,485,751			—			—
Advisor Class:
Proceeds from shares sold		—			100,010			—			—
Shares issued in reinvestment of dividends		1,950			3,454			—			—
Net increase in net assets from Advisor Class shares		1,950			103,464			—			—
Portfolio Class:
Proceeds from shares sold		—			—			2,454,138			5,600,183
Shares issued in reinvestment of dividends		—			—			37,071			32,013
Payments for shares redeemed		—			—			(606,212	)		—
Net increase in net assets from Portfolio Class shares		—			—			1,884,997			5,632,196
Net increase in net assets from capital share transactions		396,674			10,589,215			1,884,997			5,632,196
TOTAL INCREASE IN NET ASSETS		407,170			10,559,952			1,879,923			5,684,117
NET ASSETS:
Beginning of period		10,559,952			—			5,684,117			—
End of period	$	10,967,122		$	10,559,952		$	7,564,040		$	5,684,117
Undistributed (Distributions in excess of) net investment income, end of period	$	22		$	(5,173	)	$	(10,158	)	$	(2,202	)
SHARE TRANSACTIONS:
Institutional Class:
Shares sold		20,052			1,014,214			—			—
Shares issued in reinvestment of dividends		19,906			34,870			—			—
Shares redeemed		(866	)		(10	)		—			—
Net increase in Institutional Class shares		39,092			1,049,074			—			—
Advisor Class:
Shares sold		—			10,001			—			—
Shares issued in reinvestment of dividends		193			350			—			—
Net increase in Advisor Class shares		193			10,351			—			—
Portfolio Class:
Shares sold		—			—			242,497			559,542
Shares issued in reinvestment of dividends		—			—			3,666			3,171
Shares redeemed		—			—			(59,962	)		—
Net increase in Portfolio Class shares		—			—			186,201			562,713
Net increase in shares		39,285			1,059,425			186,201			562,713

* Commencement of operations.

Please see accompanying notes to financial statements.

21

Statements of Changes in Net Assets

	TDAM 5- to 10-Year Corporate Bond Portfolio						TDAM U.S. Equity Shareholder Yield Fund
	Six-Month Period Ended July 31, 2014 (unaudited)			September 12, 2013* to January 31, 2014			Six-Month Period Ended July 31, 2014 (unaudited)			March 21, 2013* to January 31, 2014
OPERATIONS:
Net investment income	$	71,506		$	57,654		$	80,161		$	112,478
Net realized gain from investment transactions and distribution of realized gain from investment companies		66,504			69,966			40,550			59,717
Net change in unrealized appreciation (depreciation) on investments		14,105			77,311			340,411			587,259
Net increase in net assets from operations		152,115			204,931			461,122			759,454
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income
Institutional Class		—			—			(80,990	)		(97,830	)
Advisor Class		—			—			(1,618	)		(1,997	)
Portfolio Class		(83,486	)		(66,043	)		—			—
From net realized gains
Institutional Class		—			—			—			(9,958	)
Advisor Class		—			—			—			(203	)
Portfolio Class		—			(25,813	)		—			—
Total dividends and distributions to shareholders		(83,486	)		(91,856	)		(82,608	)		(109,988	)
CAPITAL SHARE TRANSACTIONS:
Institutional Class:
Proceeds from shares sold		—			—			430,925			4,900,010
Shares issued in reinvestment of dividends		—			—			69,100			91,620
Payments for shares redeemed		—			—			(12,525	)		—
Net increase in net assets from Institutional Class shares		—			—			487,500			4,991,630
Advisor Class:
Proceeds from shares sold		—			—			—			100,010
Shares issued in reinvestment of dividends		—			—			1,375			1,870
Net increase in net assets from Advisor Class shares		—			—			1,375			101,880
Portfolio Class:
Proceeds from shares sold		640,477			5,000,010			—			—
Shares issued in reinvestment of dividends		71,326			78,078			—			—
Payments for shares redeemed		(1,421	)		—			—			—
Net increase in net assets from Portfolio Class shares		710,382			5,078,088			—			—
Net increase in net assets from capital share transactions		710,382			5,078,088			488,875			5,093,510
TOTAL INCREASE IN NET ASSETS		779,011			5,191,163			867,389			5,742,976
NET ASSETS:
Beginning of period		5,191,163			—			5,742,976			—
End of period	$	5,970,174		$	5,191,163		$	6,610,365		$	5,742,976
Undistributed (Distributions in excess of) net investment income, end of period	$	(18,494	)	$	(6,514	)	$	11,548		$	13,995
SHARE TRANSACTIONS:
Institutional Class:
Shares sold		—			—			35,495			490,001
Shares issued in reinvestment of dividends		—			—			5,712			8,406
Shares redeemed		—			—			(1,030	)		—
Net increase in Institutional Class shares		—			—			40,177			498,407
Advisor Class:
Shares sold		—			—			—			10,001
Shares issued in reinvestment of dividends		—			—			113			172
Net increase in Advisor Class shares		—			—			113			10,173
Portfolio Class:
Shares sold		61,639			500,001			—			—
Shares issued in reinvestment of dividends		6,894			7,675			—			—
Shares redeemed		(137	)		—			—			—
Net increase in Portfolio Class shares		68,396			507,676			—			—
Net increase shares		68,396			507,676			40,290			508,580

* Commencement of operations.

Please see accompanying notes to financial statements.

22

Statements of Changes in Net Assets

	TDAM U.S. Large Cap Core Equity Fund						TDAM Global Equity Shareholder Yield Fund
	Six-Month Period Ended July 31, 2014 (unaudited)			March 21, 2013* to January 31, 2014			Six-Month Period Ended July 31, 2014 (unaudited)			March 21, 2013* to January 31, 2014
OPERATIONS:
Net investment income	$	38,412		$	50,212		$	199,986		$	143,245
Net realized gain from investment transactions and foreign currency transactions		184,858			11,372			56,797			82,550
Net change in unrealized appreciation (depreciation) on investments and translation of other assets and liabilities denominated in foreign currencies		351,036			833,456			250,526			420,756
Net increase in net assets from operations		574,306			895,040			507,309			646,551
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income
Institutional Class		(38,407	)		(48,062	)		—			(125,048	)
Advisor Class		(722	)		(944	)		—			(2,382	)
From net realized gains
Institutional Class		—			(16,461	)		—			(40,876	)
Advisor Class		—			(303	)		—			(789	)
Total dividends and distributions to shareholders		(39,129	)		(65,770	)		—			(169,095	)
CAPITAL SHARE TRANSACTIONS:
Institutional Class:
Proceeds from shares sold		391,922			5,787,577			1,547,061			5,298,081
Shares issued in reinvestment of dividends		17,142			39,422			—			142,626
Payments for shares redeemed		(578,014	)		(3,266	)		(41,004	)		(496	)
Net increase (decrease) in net assets from Institutional Class shares		(168,950	)		5,823,733			1,506,057			5,440,211
Advisor Class:
Proceeds from shares sold		—			100,298			—			100,010
Shares issued in reinvestment of dividends		613			772			—			2,695
Payments for shares redeemed		—			—			—			—
Net increase in net assets from Advisor Class shares		613			101,070			—			102,705
Net increase (decrease) in net assets from capital share transactions		(168,337	)		5,924,803			1,506,057			5,542,916
TOTAL INCREASE IN NET ASSETS		366,840			6,754,073			2,013,366			6,020,372
NET ASSETS:
Beginning of period		6,754,073			—			6,020,372			—
End of period	$	7,120,913		$	6,754,073		$	8,033,738		$	6,020,372
Undistributed net investment income, end of period	$	790		$	1,507		$	215,174		$	15,188
SHARE TRANSACTIONS:
Institutional Class:
Shares sold		31,682			566,344			126,174			525,142
Shares issued in reinvestment of dividends		1,401			3,528			—			12,641
Shares redeemed		(47,108	)		(272	)		(3,355	)		(44	)
Net increase (decrease) in Institutional Class shares		(14,025	)		569,600			122,819			537,739
Advisor Class:
Shares sold		—			10,025			—			10,001
Shares issued in reinvestment of dividends		49			69			—			239
Shares redeemed		—			—			—			—
Net increase in Advisor Class shares		49			10,094			—			10,240
Net increase (decrease) in shares		(13,976	)		579,694			122,819			547,979

* Commencement of operations.

Please see accompanying notes to financial statements.

23

Statements of Changes in Net Assets

	TDAM Global Low Volatility Equity Fund						TDAM Global All Cap Fund
	Six-Month Period Ended July 31, 2014 (unaudited)			March 21, 2013* to January 31, 2014			Six-Month Period Ended July 31, 2014 (unaudited)			March 21, 2013* to January 31, 2014
OPERATIONS:
Net investment income	$	181,985		$	202,177		$	149,169		$	87,223
Net realized gain (loss) from investment transactions, forward foreign currency exchange contracts, foreign currency and distribution of realized gain from investment companies		(53,706	)		140,462			265,756			327,631
Net change in unrealized appreciation (depreciation) on investments, forward foreign currency exchange contracts and translation of other assets and liabilities denominated in foreign currencies		822,449			(72,137	)		(120,520	)		1,324,804
Net increase in net assets from operations		950,728			270,502			294,405			1,739,658
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income
Institutional Class		—			(176,096	)		—			(79,839	)
Advisor Class		—			(1,742	)		—			(768	)
From net realized gains
Institutional Class		—			(51,021	)		—			(123,201	)
Advisor Class		—			(506	)		—			(1,185	)
Total dividends and distributions to shareholders		—			(229,365	)		—			(204,993	)
CAPITAL SHARE TRANSACTIONS:
Institutional Class:
Proceeds from shares sold		404,988			10,310,165			3,208,249			10,686,096
Shares issued in reinvestment of dividends		—			43,511			—			173,483
Payments for shares redeemed		(38,088	)		(133	)		(210,333	)		(2,751	)
Net increase in net assets from Institutional Class shares		366,900			10,353,543			2,997,916			10,856,828
Advisor Class:
Proceeds from shares sold		—			101,490			—			100,010
Shares issued in reinvestment of dividends		—			430			—			1,659
Payments for shares redeemed		—			—			—			—
Net increase in net assets from Advisor Class shares		—			101,920			—			101,669
Net increase in net assets from capital share transactions		366,900			10,455,463			2,997,916			10,958,497
TOTAL INCREASE IN NET ASSETS		1,317,628			10,496,600			3,292,321			12,493,162
NET ASSETS:
Beginning of period		10,496,600			—			12,493,162			—
End of period	$	11,814,228		$	10,496,600		$	15,785,483		$	12,493,162
Undistributed net investment income, end of period	$	295,259		$	113,274		$	155,835		$	6,666
SHARE TRANSACTIONS:
Institutional Class:
Shares sold		37,359			1,029,864			272,213			1,057,871
Shares issued in reinvestment of dividends		—			4,287			—			14,738
Shares redeemed		(3,592	)		(13	)		(17,482	)		(230	)
Net increase in Institutional Class shares		33,767			1,034,138			254,731			1,072,379
Advisor Class:
Shares sold		—			10,145			—			10,001
Shares issued in reinvestment of dividends		—			42			—			141
Shares redeemed		—			—			—			—
Net increase in Advisor Class shares		—			10,187			—			10,142
Net increase in shares		33,767			1,044,325			254,731			1,082,521

* Commencement of operations.

Please see accompanying notes to financial statements.

24

Statements of Changes in Net Assets

	TDAM Target Return Fund						TDAM U.S. Small-Mid Cap Equity Fund
	Six-Month Period Ended July 31, 2014 (unaudited)			March 21, 2013* to January 31, 2014			Six-Month Period Ended July 31, 2014 (unaudited)			May 30, 2013* to January 31, 2014
OPERATIONS:
Net investment income	$	37,302		$	43,000		$	15,027		$	9,785
Net realized gain (loss) from investment transactions, forward foreign currency exchange contracts, foreign currency and distribution of realized gain from investment companies		5,658			(16,006	)		110,910			111,159
Net change in unrealized appreciation (depreciation) on investments, forward foreign currency exchange contracts and translation of other assets and liabilities denominated in foreign currency		110,349			(28,746	)		(41,860	)		467,201
Net increase (decrease) in net assets from operations		153,309			(1,752	)		84,077			588,145
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income
Institutional Class		(47,892	)		(38,547	)		(17,080	)		(11,284	)
Advisor Class		(1,032	)		(1,106	)		(285	)		(223	)
From net realized gains
Institutional Class		—			—			—			(35,995	)
Advisor Class		—			—			—			(686	)
Total dividends and distributions to shareholders		(48,924	)		(39,653	)		(17,365	)		(48,188	)
CAPITAL SHARE TRANSACTIONS:
Institutional Class:
Proceeds from shares sold		1,961,506			4,200,165			1,425,817			5,413,760
Shares issued in reinvestment of dividends		43,403			16,709			14,984			40,605
Payments for shares redeemed		(1,200,052	)		(58	)		(157,413	)		(1,302	)
Net increase in net assets from Institutional Class shares		804,857			4,216,816			1,283,388			5,453,063
Advisor Class:
Proceeds from shares sold		250,000			100,432			—			100,010
Shares issued in reinvestment of dividends		877			518			242			772
Payments for shares redeemed		—			—			—			—
Net increase in net assets from Advisor Class shares		250,877			100,950			242			100,782
Net increase in net assets from capital share transactions		1,055,734			4,317,766			1,283,630			5,553,845
TOTAL INCREASE IN NET ASSETS		1,160,119			4,276,361			1,350,342			6,093,802
NET ASSETS:
Beginning of period		4,276,361			—			6,093,802			—
End of period	$	5,436,480		$	4,276,361		$	7,444,144		$	6,093,802
Undistributed (Distributions in excess of) net investment income, end of period	$	(7,554	)	$	4,068		$	(2,338	)	$	—
SHARE TRANSACTIONS:
Institutional Class:
Shares sold		194,713			421,794			122,232			536,597
Shares issued in reinvestment of dividends		4,318			1,698			1,265			3,701
Shares redeemed		(118,465	)		(6	)		(13,516	)		(114	)
Net increase in Institutional Class shares		80,566			423,486			109,981			540,184
Advisor Class:
Shares sold		24,654			10,044			—			10,001
Shares issued in reinvestment of dividends		87			53			21			70
Shares redeemed		—			—			—			—
Net increase in Advisor Class shares		24,741			10,097			21			10,071
Net increase in shares		105,307			433,583			110,002			550,255

* Commencement of operations.

Please see accompanying notes to financial statements.

25

Financial Highlights

For the six-month period ended July 31, 2014 (unaudited), the period ended January 31, 2014 and the years/period ended October 31,
For a Share Outstanding Throughout the Period

	Institutional Class
	July 31, 2014(1)			January 31, 2014ˆ			October 31, 2013			October 31, 2012			October 31, 2011			October 31, 2010			October 31, 2009
TDAM Short-Term Bond Fund
Net asset value, beginning of period	$	10.24		$	10.22		$	10.29		$	10.24		$	10.32		$	10.25		$	9.88
Net investment income(2)		0.034			0.017			0.091			0.107			0.098			0.154			0.281
Net realized and unrealized gain (loss) on investments		(0.023	)		0.025			(0.060	)		0.073			(0.012	)		0.144			0.379
Total from operations		0.011			0.042			0.031			0.180			0.086			0.298			0.660
Dividends from net investment income		(0.041	)		(0.022	)		(0.091	)		(0.107	)		(0.117	)		(0.163	)		(0.290	)
Distributions from net realized gains		—			—			(0.011	)		(0.023	)		(0.049	)		(0.065	)		—
Total dividends and distributions		(0.041	)		(0.022	)		(0.102	)		(0.130	)		(0.166	)		(0.228	)		(0.290	)
Net asset value, end of period	$	10.21		$	10.24		$	10.22		$	10.29		$	10.24		$	10.32		$	10.25
Total investment return†		0.11	%		0.41	%		0.31	%		1.77	%		0.85	%		2.95	%		6.76	%
Net assets end of period (000)	$	73,285		$	65,850		$	65,400		$	69,734		$	67,604		$	75,200		$	36,213
Ratio of net expenses to average net assets		0.43	%‡		0.43	%‡		0.43	%		0.43	%		0.43	%		0.43	%		0.43	%
Ratio of total expenses to average net assets		0.59	%‡		0.55	%‡		0.52	%		0.56	%		0.48	%		0.62	%		0.68	%
Ratio of net investment income to average net assets		0.67	%‡		0.66	%‡		0.55	%		0.74	%		0.96	%		1.50	%		2.78	%
Portfolio turnover rate		68	%		15	%		111	%		176	%		75	%		83	%		122	%

	Advisor Class(3)
	July 31, 2014(1)			January 31, 2014ˆ			October 31, 2013
TDAM Short-Term Bond Fund
Net asset value, beginning of period	$	10.24		$	10.23		$	10.24
Net investment income(2)		0.034			0.017			0.039
Net realized and unrealized gain (loss) on investments		(0.023	)		0.015			(0.010	)
Total from operations		0.011			0.032			0.029
Dividends from net investment income		(0.041	)		(0.022	)		(0.039	)
Distributions from net realized gains		—			—			—
Total dividends and distributions		(0.041	)		(0.022	)		(0.039	)
Net asset value, end of period	$	10.21		$	10.24		$	10.23
Total investment return†		0.11	%		0.31	%		0.28	%
Net assets end of period (000)	$	40		$	40		$	40
Ratio of net expenses to average net assets		0.43	%‡		0.43	%‡		0.43	%‡
Ratio of total expenses to average net assets		0.84	%‡		0.80	%‡		0.66	%‡
Ratio of net investment income to average net assets		0.67	%‡		0.66	%‡		0.14	%‡
Portfolio turnover rate		68	%		15	%		111	%

ˆ For the three-month period ended January 31, 2014. Effective November 1, 2013, the TDAM Short-Term Bond Fund changed its fiscal year from October 31 to January 31.

† Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of the period reported and includes reinvestment of dividends and distributions, if any. Periods less than full years are not annualized.

‡ Annualized.

(1) For the six-month period ended July 31, 2014.

(2) Based on average shares outstanding during the period.

(3) Advisor Class shares commenced operations on May 30, 2013.

Amounts designated as “—” are $0.

Please see accompanying notes to financial statements.

26

Financial Highlights (continued)

For the six-month period ended July 31, 2014 (unaudited) and the period ended January 31,
For a Share Outstanding Throughout the Period

	Institutional Class(3)
	July 31, 2014(1)			January 31, 2014
TDAM Core Bond Fund
Net asset value, beginning of period	$	9.81		$	10.00
Net investment income(2)		0.080			0.107
Net realized and unrealized gain (loss) on investments		0.113			(0.148	)
Total from operations		0.193			(0.041	)
Dividends from net investment income		(0.093	)		(0.149	)
Distributions from net realized gains		—			—
Total dividends and distributions		(0.093	)		(0.149	)
Net asset value, end of period	$	9.91		$	9.81
Total investment return†		1.97	%		(0.40	)%
Net assets end of period (000)	$	13,175		$	10,527
Ratio of net expenses to average net assets		0.50	%‡		0.50	%‡
Ratio of total expenses to average net assets		2.16	%‡		2.39	%‡
Ratio of net investment income to average net assets		1.64	%‡		1.25	%‡
Portfolio turnover rate		24	%		40	%

	Advisor Class(4)
	July 31, 2014(1)			January 31, 2014
TDAM Core Bond Fund
Net asset value, beginning of period	$	9.81		$	10.00
Net investment income(2)		0.080			0.107
Net realized and unrealized gain (loss) on investments		0.113			(0.148	)
Total from operations		0.193			(0.041	)
Dividends from net investment income		(0.093	)		(0.149	)
Distributions from net realized gains		—			—
Total dividends and distributions		(0.093	)		(0.149	)
Net asset value, end of period	$	9.91		$	9.81
Total investment return†		1.97	%		(0.40	)%
Net assets end of period (000)	$	101		$	99
Ratio of net expenses to average net assets		0.50	%‡		0.50	%‡
Ratio of total expenses to average net assets		2.41	%‡		2.64	%‡
Ratio of net investment income to average net assets		1.64	%‡		1.25	%‡
Portfolio turnover rate		24	%		40	%

† Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of the period reported and includes reinvestment of dividends and distributions, if any. Periods less than full years are not annualized.

‡ Annualized.

(1) For the six-month period ended July 31, 2014.

(2) Based on average shares outstanding during the period.

(3) Institutional Class shares commenced operations on March 21, 2013.

(4) Advisor Class shares commenced operations on March 21, 2013.

Amounts designated as “—” are $0.

Please see accompanying notes to financial statements.

27

Financial Highlights (continued)

For the six-month period ended July 31, 2014 (unaudited) and the period ended January 31,
For a Share Outstanding Throughout the Period

	Institutional Class(3)
	July 31, 2014(1)			January 31, 2014
TDAM High Yield Bond Fund
Net asset value, beginning of period	$	9.97		$	10.00
Net investment income(2)		0.225			0.397
Net realized and unrealized gain (loss) on investments		0.005			(0.027	)
Total from operations		0.230			0.370
Dividends from net investment income		(0.220	)		(0.400	)
Distributions from net realized gains		—			—
Total dividends and distributions		(0.220	)		(0.400	)
Net asset value, end of period	$	9.98		$	9.97
Total investment return†		2.30	%		3.81	%
Net assets end of period (000)	$	10,862		$	10,457
Ratio of net expenses to average net assets		0.70	%‡		0.70	%‡
Ratio of total expenses to average net assets		2.28	%‡		2.45	%‡
Ratio of net investment income to average net assets		4.49	%‡		4.61	%‡
Portfolio turnover rate		12	%		17	%

	Advisor Class(4)
	July 31, 2014(1)			January 31, 2014
TDAM High Yield Bond Fund
Net asset value, beginning of period	$	9.97		$	10.00
Net investment income(2)		0.225			0.397
Net realized and unrealized gain (loss) on investments		0.005			(0.027	)
Total from operations		0.230			0.370
Dividends from net investment income		(0.220	)		(0.400	)
Distributions from net realized gains		—			—
Total dividends and distributions		(0.220	)		(0.400	)
Net asset value, end of period	$	9.98		$	9.97
Total investment return†		2.30	%		3.81	%
Net assets end of period (000)	$	105		$	103
Ratio of net expenses to average net assets		0.70	%‡		0.70	%‡
Ratio of total expenses to average net assets		2.53	%‡		2.70	%‡
Ratio of net investment income to average net assets		4.49	%‡		4.61	%‡
Portfolio turnover rate		12	%		17	%

† Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of the period reported and includes reinvestment of dividends and distributions, if any. Periods less than full years are not annualized.

‡ Annualized.

(1) For the six-month period ended July 31, 2014.

(2) Based on average shares outstanding during the period.

(3) Institutional Class shares commenced operations on March 21, 2013.

(4) Advisor Class shares commenced operations on March 21, 2013.

Amounts designated as “—” are $0.

Please see accompanying notes to financial statements.

28

Financial Highlights (continued)

For the six-month period ended July 31, 2014 (unaudited) and the period ended January 31,
For a Share Outstanding Throughout the Period

	TDAM 1- to 5-Year Corporate Bond Portfolio(3)
	July 31, 2014(1)			January 31, 2014
TDAM 1- to 5-Year Corporate Bond Portfolio
Net asset value, beginning of period	$	10.10		$	10.00
Net investment income(2)		0.071			0.057
Net realized and unrealized gain on investments		—			0.115
Total from operations		0.071			0.172
Dividends from net investment income		(0.071	)		(0.061	)
Distributions from net realized gains		—			(0.011	)
Total dividends and distributions		(0.071	)		(0.072	)
Net asset value, end of period	$	10.10		$	10.10
Total investment return†		0.70	%		1.72	%
Net assets end of period (000)	$	7,564		$	5,684
Ratio of net expenses to average net assets		—	%‡		—	%‡
Ratio of total expenses to average net assets		2.40	%‡		4.07	%‡
Ratio of net investment income to average net assets		1.42	%‡		1.45	%‡
Portfolio turnover rate		40	%		58	%

	TDAM 5- to 10-Year Corporate Bond Portfolio(3)
	July 31, 2014(1)			January 31, 2014
TDAM 5- to 10-Year Corporate Bond Portfolio
Net asset value, beginning of period	$	10.23		$	10.00
Net investment income(2)		0.158			0.115
Net realized and unrealized gain on investments		0.129			0.297
Total from operations		0.287			0.412
Dividends from net investment income		(0.157	)		(0.131	)
Distributions from net realized gains		—			(0.051	)
Total dividends and distributions		(0.157	)		(0.182	)
Net asset value, end of period	$	10.36		$	10.23
Total investment return†		2.82	%		4.15	%
Net assets end of period (000)	$	5,970		$	5,191
Ratio of net expenses to average net assets		—	%‡		—	%‡
Ratio of total expenses to average net assets		2.57	%‡		4.07	%‡
Ratio of net investment income to average net assets		3.09	%‡		2.91	%‡
Portfolio turnover rate		39	%		68	%

† Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of the period reported and includes reinvestment of dividends and distributions, if any. Periods less than full years are not annualized.

‡ Annualized.

(1) For the six-month period ended July 31, 2014.

(2) Based on average shares outstanding during the period indicated.

(3) Commenced operations on September 12, 2013.

Amounts designated as “—” are $0 or 0%.

Please see accompanying notes to financial statements.

29

Financial Highlights (continued)

For the six-month period ended July 31, 2014 (unaudited) and the period ended January 31,
For a Share Outstanding Throughout the Period

	Institutional Class(3)
	July 31, 2014(1)			January 31, 2014
TDAM U.S. Equity Shareholder Yield Fund
Net asset value, beginning of period	$	11.29		$	10.00
Net investment income(2)		0.154			0.224
Net realized and unrealized gain on investments		0.755			1.285
Total from operations		0.909			1.509
Dividends from net investment income		(0.159	)		(0.199	)
Distributions from net realized gains		—			(0.020	)
Total dividends and distributions		(0.159	)		(0.219	)
Net asset value, end of period	$	12.04		$	11.29
Total investment return†		8.05	%		15.18	%
Net assets end of period (000)	$	6,486		$	5,628
Ratio of net expenses to average net assets		0.80	%‡		0.80	%‡
Ratio of total expenses to average net assets		3.31	%‡		3.54	%‡
Ratio of net investment income to average net assets		2.59	%‡		2.37	%‡
Portfolio turnover rate		5	%		9	%

	Advisor Class(4)
	July 31, 2014(1)			January 31, 2014
TDAM U.S. Equity Shareholder Yield Fund
Net asset value, beginning of period	$	11.29		$	10.00
Net investment income(2)		0.154			0.224
Net realized and unrealized gain on investments		0.755			1.285
Total from operations		0.909			1.509
Dividends from net investment income		(0.159	)		(0.199	)
Distributions from net realized gains		—			(0.020	)
Total dividends and distributions		(0.159	)		(0.219	)
Net asset value, end of period	$	12.04		$	11.29
Total investment return†		8.05	%		15.18	%
Net assets end of period (000)	$	124		$	115
Ratio of net expenses to average net assets		0.80	%‡		0.80	%‡
Ratio of total expenses to average net assets		3.56	%‡		3.79	%‡
Ratio of net investment income to average net assets		2.59	%‡		2.37	%‡
Portfolio turnover rate		5	%		9	%

† Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of the period reported and includes reinvestment of dividends and distributions, if any. Periods less than full years are not annualized.

‡ Annualized.

(1) For the six-month period ended July 31, 2014.

(2) Based on average shares outstanding during the period indicated.

(3) Institutional Class shares commenced operations on March 21, 2013.

(4) Advisor Class shares commenced operations on March 21, 2013.

Amounts designated as “—” are $0.

Please see accompanying notes to financial statements.

30

Financial Highlights (continued)

For the six-month period ended July 31, 2014 (unaudited) and the period ended January 31,
For a Share Outstanding Throughout the Period

	Institutional Class(3)
	July 31, 2014(1)			January 31, 2014
TDAM U.S. Large Cap Core Equity Fund
Net asset value, beginning of period	$	11.65		$	10.00
Net investment income(2)		0.069			0.097
Net realized and unrealized gain on investments		0.942			1.677
Total from operations		1.011			1.774
Dividends from net investment income		(0.071	)		(0.094	)
Distributions from net realized gains		—			(0.030	)
Total dividends and distributions		(0.071	)		(0.124	)
Net asset value, end of period	$	12.59		$	11.65
Total investment return†		8.69	%		17.77	%
Net assets end of period (000)	$	6,993		$	6,636
Ratio of net expenses to average net assets		0.80	%‡		0.80	%‡
Ratio of total expenses to average net assets		3.19	%‡		3.50	%‡
Ratio of net investment income to average net assets		1.13	%‡		1.00	%‡
Portfolio turnover rate		12	%		9	%

	Advisor Class(4)
	July 31, 2014(1)			January 31, 2014
TDAM U.S. Large Cap Core Equity Fund
Net asset value, beginning of period	$	11.65		$	10.00
Net investment income(2)		0.069			0.097
Net realized and unrealized gain on investments		0.942			1.677
Total from operations		1.011			1.774
Dividends from net investment income		(0.071	)		(0.094	)
Distributions from net realized gains		—			(0.030	)
Total dividends and distributions		(0.071	)		(0.124	)
Net asset value, end of period	$	12.59		$	11.65
Total investment return†		8.69	%		17.77	%
Net assets end of period (000)	$	128		$	118
Ratio of net expenses to average net assets		0.80	%‡		0.80	%‡
Ratio of total expenses to average net assets		3.44	%‡		3.77	%‡
Ratio of net investment income to average net assets		1.13	%‡		1.00	%‡
Portfolio turnover rate		12	%		9	%

† Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of the period reported and includes reinvestment of dividends and distributions, if any. Periods less than full years are not annualized.

‡ Annualized.

(1) For the six-month period ended July 31, 2014.

(2) Based on average shares outstanding during the period indicated.

(2) Institutional Class shares commenced operations on March 21, 2013.

(3) Advisor Class shares commenced operations on March 21, 2013.

Amounts designated as “—” are $0.

Please see accompanying notes to financial statements.

31

Financial Highlights (continued)

For the six-month period ended July 31, 2014 (unaudited) and the period ended January 31,
For a Share Outstanding Throughout the Period

	Institutional Class(3)
	July 31, 2014(1)			January 31, 2014
TDAM Global Equity Shareholder Yield Fund
Net asset value, beginning of period	$	10.99		$	10.00
Net investment income(2)		0.345			0.282
Net realized and unrealized gain on investments		0.645			1.024
Total from operations		0.990			1.306
Dividends from net investment income		—			(0.237	)
Distributions from net realized gains		—			(0.079	)
Total dividends and distributions		—			(0.316	)
Net asset value, end of period	$	11.98		$	10.99
Total investment return†		9.01	%		12.99	%
Net assets end of period (000)	$	7,911		$	5,908
Ratio of net expenses to average net assets		1.00	%‡		1.00	%‡
Ratio of total expenses to average net assets		3.70	%‡		4.34	%‡
Ratio of net investment income to average net assets		5.85	%‡		3.00	%‡
Portfolio turnover rate		7	%		20	%

	Advisor Class(4)
	July 31, 2014(1)			January 31, 2014
TDAM Global Equity Shareholder Yield Fund
Net asset value, beginning of period	$	10.99		$	10.00
Net investment income(2)		0.355			0.283
Net realized and unrealized gain on investments		0.635			1.023
Total from operations		0.990			1.306
Dividends from net investment income		—			(0.237	)
Distributions from net realized gains		—			(0.079	)
Total dividends and distributions		—			(0.316	)
Net asset value, end of period	$	11.98		$	10.99
Total investment return†		9.01	%		12.99	%
Net assets end of period (000)	$	123		$	112
Ratio of net expenses to average net assets		1.00	%‡		1.00	%‡
Ratio of total expenses to average net assets		3.95	%‡		4.58	%‡
Ratio of net investment income to average net assets		6.03	%‡		3.01	%‡
Portfolio turnover rate		7	%		20	%

† Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of the period reported and includes reinvestment of dividends and distributions, if any. Periods less than full years are not annualized.

‡ Annualized.

(1) For the six-month period ended July 31, 2014.

(2) Based on average shares outstanding during the period indicated.

(3) Institutional Class shares commenced operations on March 21, 2013.

(4) Advisor Class shares commenced operations on March 21, 2013.

Amounts designated as “—” are $0.

Please see accompanying notes to financial statements.

32

Financial Highlights (continued)

For the six-month period ended July 31, 2014 (unaudited) and the period ended January 31,
For a Share Outstanding Throughout the Period

	Institutional Class(3)
	July 31, 2014(1)			January 31, 2014
TDAM Global Low Volatility Equity Fund
Net asset value, beginning of period	$	10.05		$	10.00
Net investment income(2)		0.174			0.201
Net realized and unrealized gain on investments		0.736			0.073
Total from operations		0.910			0.274
Dividends from net investment income		—			(0.173	)
Distributions from net realized gains		—			(0.051	)
Total dividends and distributions		—			(0.224	)
Net asset value, end of period	$	10.96		$	10.05
Total investment return†		9.05	%		2.70	%
Net assets end of period (000)	$	11,702		$	10,394
Ratio of net expenses to average net assets		0.90	%‡		0.90	%‡
Ratio of total expenses to average net assets		2.53	%‡		2.85	%‡
Ratio of net investment income to average net assets		3.26	%‡		2.28	%‡
Portfolio turnover rate		5	%		11	%

	Advisor Class(4)
	July 31, 2014(1)			January 31, 2014
TDAM Global Low Volatility Equity Fund
Net asset value, beginning of period	$	10.05		$	10.00
Net investment income(2)		0.174			0.202
Net realized and unrealized gain on investments		0.736			0.072
Total from operations		0.910			0.274
Dividends from net investment income		—			(0.173	)
Distributions from net realized gains		—			(0.051	)
Total dividends and distributions		—			(0.224	)
Net asset value, end of period	$	10.96		$	10.05
Total investment return†		9.05	%		2.70	%
Net assets end of period (000)	$	112		$	102
Ratio of net expenses to average net assets		0.90	%‡		0.90	%‡
Ratio of total expenses to average net assets		2.78	%‡		3.09	%‡
Ratio of net investment income to average net assets		3.26	%‡		2.28	%‡
Portfolio turnover rate		5	%		11	%

† Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of the period reported and includes reinvestment of dividends and distributions, if any. Periods less than full years are not annualized.

‡ Annualized.

(1) For the six-month period ended July 31, 2014.

(2) Based on average shares outstanding during the period indicated.

(3) Institutional Class shares commenced operations on March 21, 2013.

(4) Advisor Class shares commenced operations on March 21, 2013.

Amounts designated as “—” are $0.

Please see accompanying notes to financial statements.

33

Financial Highlights (continued)

For the six-month period ended July 31, 2014 (unaudited) and the period ended January 31,
For a Share Outstanding Throughout the Period

	Institutional Class(3)
	July 31, 2014(1)			January 31, 2014
TDAM Global All Cap Fund
Net asset value, beginning of period	$	11.54		$	10.00
Net investment income(2)		0.126			0.086
Net realized and unrealized gain on investments		0.134			1.648
Total from operations		0.260			1.734
Dividends from net investment income		—			(0.076	)
Distributions from net realized gains		—			(0.118	)
Total dividends and distributions		—			(0.194	)
Net asset value, end of period	$	11.80		$	11.54
Total investment return†		2.25	%		17.31	%
Net assets end of period (000)	$	15,666		$	12,376
Ratio of net expenses to average net assets		1.00	%‡		1.00	%‡
Ratio of total expenses to average net assets		2.26	%‡		2.66	%‡
Ratio of net investment income to average net assets		2.13	%‡		0.90	%‡
Portfolio turnover rate		49	%		56	%

	Advisor Class(4)
	July 31, 2014(1)			January 31, 2014
TDAM Global All Cap Fund
Net asset value, beginning of period	$	11.54		$	10.00
Net investment income(2)		0.133			0.086
Net realized and unrealized gain on investments		0.127			1.648
Total from operations		0.260			1.734
Dividends from net investment income		—			(0.076	)
Distributions from net realized gains		—			(0.118	)
Total dividends and distributions		—			(0.194	)
Net asset value, end of period	$	11.80		$	11.54
Total investment return†		2.25	%		17.31	%
Net assets end of period (000)	$	119		$	117
Ratio of net expenses to average net assets		1.00	%‡		1.00	%‡
Ratio of total expenses to average net assets		2.51	%‡		2.91	%‡
Ratio of net investment income to average net assets		2.25	%‡		0.90	%‡
Portfolio turnover rate		49	%		56	%

† Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of the period reported and includes reinvestment of dividends and distributions, if any. Periods less than full years are not annualized.

‡ Annualized.

(1) For the six-month period ended July 31, 2014.

(2) Based on average shares outstanding during the period indicated.

(3) Institutional Class shares commenced operations on March 21, 2013.

(4) Advisor Class shares commenced operations on March 21, 2013.

Amounts designated as “—” are $0.

Please see accompanying notes to financial statements.

34

Financial Highlights (continued)

For the six-month period ended July 31, 2014 (unaudited) and the period ended January 31,
For a Share Outstanding Throughout the Period

	Institutional Class(3)
	July 31, 2014(1)			January 31, 2014
TDAM Target Return Fund
Net asset value, beginning of period	$	9.86		$	10.00
Net investment income(2)		0.113			0.125
Net realized and unrealized gain (loss) on investments		0.219			(0.155	)
Total from operations		0.332			(0.030	)
Dividends from net investment income		(0.102	)		(0.110	)
Distributions from net realized gains		—			—
Total dividends and distributions		(0.102	)		(0.110	)
Net asset value, end of period	$	10.09		$	9.86
Total investment return†		3.37	%		(0.29	)%
Net assets end of period (000)	$	5,085		$	4,177
Ratio of net expenses to average net assets		0.70	%‡		0.70	%‡
Ratio of total expenses to average net assets		4.09	%‡		5.45	%‡
Ratio of net investment income to average net assets		2.28	%‡		1.46	%‡
Portfolio turnover rate		17	%		20	%

	Advisor Class(4)
	July 31, 2014(1)			January 31, 2014
TDAM Target Return Fund
Net asset value, beginning of period	$	9.86		$	10.00
Net investment income(2)		0.120			0.121
Net realized and unrealized gain (loss) on investments		0.212			(0.151	)
Total from operations		0.332			(0.030	)
Dividends from net investment income		(0.102	)		(0.110	)
Distributions from net realized gains		—			—
Total dividends and distributions		(0.102	)		(0.110	)
Net asset value, end of period	$	10.09		$	9.86
Total investment return†		3.37	%		(0.29	)%
Net assets end of period (000)	$	351		$	100
Ratio of net expenses to average net assets		0.70	%‡		0.70	%‡
Ratio of total expenses to average net assets		4.34	%‡		5.88	%‡
Ratio of net investment income to average net assets		2.40	%‡		1.41	%‡
Portfolio turnover rate		17	%		20	%

† Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of the period reported and includes reinvestment of dividends and distributions, if any. Periods less than full years are not annualized.

‡ Annualized.

(1) For the six-month period ended July 31, 2014.

(2) Based on average shares outstanding during the period indicated.

(3) Institutional Class shares commenced operations on March 21, 2013.

(4) Advisor Class shares commenced operations on March 21, 2013.

Amounts designated as “—” are $0.

Please see accompanying notes to financial statements.

35

Financial Highlights (concluded)

For the six-month period ended July 31, 2014 (unaudited) and the period ended January 31,
For a Share Outstanding Throughout the Period

	Institutional Class(3)
	July 31, 2014(1)			January 31, 2014
TDAM U.S. Small-Mid Cap Equity Fund
Net asset value, beginning of period	$	11.07		$	10.00
Net investment income(2)		0.026			0.019
Net realized and unrealized gain on investments		0.202			1.141
Total from operations		0.228			1.160
Dividends from net investment income		(0.028	)		(0.022	)
Distributions from net realized gains		—			(0.068	)
Total dividends and distributions		(0.028	)		(0.090	)
Net asset value, end of period	$	11.27		$	11.07
Total investment return†		2.05	%		11.62	%
Net assets end of period (000)	$	7,330		$	5,982
Ratio of net expenses to average net assets		1.00	%‡		1.00	%‡
Ratio of total expenses to average net assets		3.31	%‡		3.95	%‡
Ratio of net investment income to average net assets		0.45	%‡		0.26	%‡
Portfolio turnover rate		12	%		16	%

	Advisor Class(4)
	July 31, 2014(1)			January 31, 2014
TDAM U.S. Small-Mid Cap Equity Fund
Net asset value, beginning of period	$	11.07		$	10.00
Net investment income(2)		0.027			0.019
Net realized and unrealized gain on investments		0.201			1.141
Total from operations		0.228			1.160
Dividends from net investment income		(0.028	)		(0.022	)
Distributions from net realized gains		—			(0.068	)
Total dividends and distributions		(0.028	)		(0.090	)
Net asset value, end of period	$	11.27		$	11.07
Total investment return†		2.05	%		11.62	%
Net assets end of period (000)	$	114		$	112
Ratio of net expenses to average net assets		1.00	%‡		1.00	%‡
Ratio of total expenses to average net assets		3.56	%‡		4.22	%‡
Ratio of net investment income to average net assets		0.47	%‡		0.26	%‡
Portfolio turnover rate		12	%		16	%

† Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of the period reported and includes reinvestment of dividends and distributions, if any. Periods less than full years are not annualized.

‡ Annualized.

(1) For the six-month period ended July 31, 2014.

(2) Based on average shares outstanding during the period indicated.

(3) Institutional Class shares commenced operations on May 30, 2013.

(4) Advisor Class shares commenced operations on May 30, 2013.

Amounts designated as “—” are $0.

Please see accompanying notes to financial statements.

36

TD ASSET MANAGEMENT USA FUNDS INC.
Notes to Financial Statements — July 31, 2014 (unaudited)
 

Note 1 — Organization

TD Asset Management USA Funds Inc. (the “Company”) was organized as a Maryland corporation on August 16, 1995. The Company is registered as an open-end management investment company with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “Act”). Shares of the Company are registered under the Securities Act of 1933, as amended. This shareholder report only applies to the following series of the Company: the TDAM Short-Term Bond Fund (the “Short-Term Bond Fund”), the TDAM Core Bond Fund (the “Core Bond Fund”), the TDAM High Yield Bond Fund (the “High Yield Bond Fund”), the TDAM 1- to 5-Year Corporate Bond Portfolio (the “1- to 5-Year Corporate Bond Portfolio”), the TDAM 5- to 10-Year Corporate Bond Portfolio (the “5- to 10-Year Corporate Bond Portfolio”), the TDAM U.S. Equity Shareholder Yield Fund (the “U.S. Equity Shareholder Yield Fund”), the TDAM U.S. Large Cap Core Equity Fund (the “U.S. Large Cap Core Equity Fund”), the TDAM Global Equity Shareholder Yield Fund (the “Global Equity Shareholder Yield Fund”), the TDAM Global Low Volatility Equity Fund (the “Global Low Volatility Equity Fund”), the TDAM Global All Cap Fund (the “Global All Cap Fund”), the TDAM Target Return Fund (the “Target Return Fund”) and the TDAM U.S. Small-Mid Cap Equity Fund (the “U.S. Small-Mid Cap Equity Fund”) (each, a “Fund” and collectively, the “Funds”). Each Fund is “diversified” as that term is defined in the Act. The investment objective of the Short-Term Bond Fund is to provide a high level of income consistent with preservation of capital and liquidity. The investment objective of the Core Bond Fund is to provide current income. The investment objective of the High Yield Bond Fund is to provide high current income. The investment objective of the 1- to 5-Year Corporate Bond Portfolio is to provide current income. The investment objective of the 5- to 10-Year Corporate Bond Portfolio is to provide high current income. The investment objective of the U.S. Equity Shareholder Yield Fund is to provide income and moderate capital appreciation. The investment objective of the U.S. Large Cap Core Equity Fund is to provide long-term capital appreciation. The investment objective of the Global Equity Shareholder Yield Fund is to provide income and moderate capital appreciation. The investment objective of the Global Low Volatility Equity Fund is to provide long-term capital appreciation with less volatility than the broad global equity markets. The investment objective of the Global All Cap Fund is to provide long-term capital appreciation. The investment objective of the Target Return Fund is to achieve total return that exceeds the rate of return of the 1-month Treasury bill by 300 basis points (or 3%) on an annualized basis over a five year period regardless of market conditions. The investment objective of the U.S. Small-Mid Cap Equity Fund is to provide long-term capital appreciation.

Note 2 — Significant Accounting Policies

The following is a summary of the Company’s significant accounting policies:

Use of Estimates — The Funds’ financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), which require the use of management estimates and assumptions. Actual results could differ from these estimates.

Computation of Net Asset Value — The net asset value (“NAV”) per share for each of the Funds is computed by dividing the total current value of the assets of a Fund, less its liabilities, by the total number of shares outstanding at the time of such computation. The Funds’ NAV per share is computed as of the close of regular trading on the New York Stock Exchange (“NYSE”), generally at 4:00 p.m. (Eastern Time) on each Fund Business Day. A “Fund Business Day” is any day that a Fund is open for business. The Funds are generally open for business on each day the NYSE and Federal Reserve Bank of New York (the “Fed”) are open. In addition, each Fund may elect, in its discretion if it is determined to be in shareholders’ best interests, to be open on days when the NYSE is open but the Fed is closed or to be open on days when the Fed is open but the NYSE is closed, except for Good Friday.

The Company accounts separately for the assets, liabilities and operations of each Fund. Expenses directly attributable to each Fund are charged to that Fund’s operations; expenses which are applicable to all Funds are allocated among them on a pro-rata basis. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

37

TD ASSET MANAGEMENT USA FUNDS INC.
Notes to Financial Statements — July 31, 2014 (unaudited)
 

Securities Valuation — The Funds’ equity securities for which market quotations are readily available are valued at current market value. An equity security that is listed on a foreign or domestic exchange (except for securities traded on The Nasdaq Stock Market, Inc. (“NASDAQ”)), is valued at its last sale price (prior to the time as of which assets are valued) on the exchange where it is principally traded, or, if there is no such reported sale, at the mean of the last bid and asked prices. Equity securities listed on the NASDAQ will be valued at the Nasdaq Official Closing Price (“NOCP”). If no NOCP is available, the security will be valued at the last sale price on the NASDAQ prior to the calculation of the Fund’s NAV or, if there is no sale price shown on the NASDAQ, at the mean of the last bid and asked price. Debt securities are valued at prices that reflect broker/dealer-supplied valuations or are obtained from independent pricing services, which would consider such factors as security prices, yields, maturities, and ratings, and are deemed representative of market values at the close of the market. Debt securities with sixty days or less remaining until maturity may be valued at amortized cost. Foreign currency forward contracts are valued at the current day’s interpolated foreign exchange rate, as calculated using the current day’s spot rate, and the thirty, sixty, ninety and one-hundred eight day forward rates provided by an independent source. Redeemable securities issued by open-end investment companies are valued at the investment company’s applicable net asset value, with the exception of exchange-traded open-end investment companies which are priced as equity securities. When market quotations are not readily available or not reflective of fair value as determined in accordance with fair value procedures approved by the Board (“Fair Value Procedures”), securities and assets are valued at fair value as determined pursuant to the Fair Value Procedures. To the extent the Funds hold securities that are traded in foreign markets, the Funds may also determine when it is appropriate to apply fair valuation to such securities in accordance with the Fair Value Procedures.

The Funds use Interactive Data Pricing and Reference Data, Inc. (“Interactive Data”) as a third party fair valuation vendor. Interactive Data provides a fair value for foreign securities in the Funds based on certain factors and methodologies (involving, generally, tracking valuation correlations between the U.S. market and each non-U.S. security) applied by Interactive Data in the event that there is a movement in the U.S. markets that exceeds a specific threshold established by the Fair Value Procedures. The Fair Value Procedures establishes a “confidence interval” which is used to determine the level of correlation between the value of a foreign security and movements in the U.S. market before a particular security is fair valued when the threshold is exceeded. In the event that the threshold established by the Fair Value Procedures is exceeded on a specific day, the Funds value their non-U.S. securities that exceed the applicable “confidence interval” based upon the fair values provided by Interactive Data.

If a local market in which the Funds own securities is closed for one or more days, the Funds shall value all securities held in that corresponding currency based on the fair value prices provided by Interactive Data using the predetermined confidence interval discussed above.

As of July 31, 2014, there were foreign securities valued in accordance with Fair Value Procedures described above.

In accordance with the authoritative guidance on fair value measurements and disclosures under GAAP, the Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows:

Level 1: Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access at the measurement date;

Level 2: Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly (including quoted prices for similar investments, interest rates, prepayment speeds, credit risks, fair valued foreign equities, etc.);

Level 3: Inputs that are unobservable.

A financial instrument’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant

38

TD ASSET MANAGEMENT USA FUNDS INC.
Notes to Financial Statements — July 31, 2014 (unaudited)
 

judgment by management. Management considers observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

For the period ended July 31, 2014, there have been no changes to the Funds’ fair valuation methodologies. For more details of the investment classification, reference the Schedules of Investments.

Repurchase Agreements — Each Fund may enter into repurchase agreements with financial institutions deemed to be creditworthy by TDAM USA Inc., the Funds’ investment manager (the “Investment Manager” or “Administrator”) (under procedures adopted by the Company’s Board of Directors), subject to the seller’s agreement to repurchase and the Funds’ agreement to resell such securities at a mutually agreed upon price. Collateral received for securities purchased subject to repurchase agreements is deposited with the Funds’ custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. If the value of the underlying securities falls below the value of the repurchase price plus accrued interest, the Funds will require the seller to deposit additional collateral by the next business day. If the request for additional collateral is not met or the seller defaults on its repurchase obligation, the Funds generally have the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. Repurchase agreements involving obligations other than U.S. government securities (such as commercial paper, corporate bonds and mortgage loans) may be subject to special risks and may not have the benefit of certain protections in the event of counterparty insolvency. If the seller (or seller’s guarantor, if any) becomes insolvent, the Funds may suffer delays, costs and possible losses in connection with the disposition or retention of the collateral. Under certain circumstances, in the event of default or bankruptcy by the other party to the agreement, realization and/or retention of the collateral may be subject to legal proceedings.

Foreign Currency Translation — Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars on the date of valuation. The Funds do not isolate that portion of realized or unrealized gains and losses resulting from changes in the foreign exchange rate from fluctuations arising from changes in the market prices of the securities. These gains and losses are included in net realized and unrealized gains and losses on investments on the Statements of Operations. Net realized and unrealized gains and losses on foreign currency transactions represent net foreign exchange gains or losses from forward foreign currency exchange contracts, disposition of foreign currencies, currency gains or losses realized between trade and settlement dates on securities transactions and the difference between the amount of the investment income and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid.

Forward Foreign Currency Exchange Contracts — Each Fund may, but is not obligated to, enter into forward foreign currency exchange contracts (“forward contracts”) in order to protect against uncertainty in the level of future foreign exchange rates in the purchases and sale of securities. A forward contract generally has no deposit requirement, and no commissions are charged at any stage for trades. Although foreign exchange dealers do not charge a fee for commissions, they do realize a profit based on the difference between the price at which they are buying and selling various currencies. Although forward contracts are intended to minimize currency risk — the risk of loss due to a decline in the value of the hedged currencies — at the same time, they tend to limit any potential gain which might result should the value of such currencies increase. As of July 31, 2014, the Global Low Volatility Equity Fund and the Target Return Fund held forward contracts. It is the Funds’ policy to present the gross unrealized appreciation and gross unrealized depreciation of the forward contracts separately on the Statements of Assets and Liabilities as the Funds do not have a master netting agreement with the counterparty to the forward contracts. For the period ended July 31, 2014, the realized gain (loss) and change in unrealized appreciation (depreciation) on forward contracts are disclosed on the Statements of Operations.

Investment Income — Interest income, including accretion and amortization of discounts and premiums, on securities is accrued as earned. Dividend income is recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded as soon as the Funds are informed of the dividend if such information is obtained subsequent to the ex-dividend date. Realized gains (losses) on paydowns of mortgage backed and asset backed securities are recorded as an adjustment to interest income for financial reporting purposes.

39

TD ASSET MANAGEMENT USA FUNDS INC.
Notes to Financial Statements — July 31, 2014 (unaudited)
 

Expense Offset Arrangement — The Funds have an arrangement with their custodian bank whereby the Funds receive earnings credits from their custodian when positive cash balances are maintained, which are used to offset custody fees. Conversely, the Funds are charged a fee (i.e. “earnings debits”) by their custodian when negative cash balances are maintained. For financial reporting purposes, the Funds include net earnings debits in custody fees and net earnings credits as an expense offset on the Statements of Operations. For the period ended July 31, 2014, there were no earnings credits.

Dividends and Distributions to Shareholders — Dividends arising from net investment income, if any, are declared daily and paid monthly by the Short-Term Bond Fund; declared and paid monthly by each of the Core Bond Fund, the High Yield Bond Fund, the 1- to 5-Year Corporate Bond Portfolio and the 5- to 10-Year Corporate Bond Portfolio; declared and paid quarterly by each of the U.S. Equity Shareholder Yield Fund, the U.S. Large Cap Core Equity Fund, the Target Return Fund and the U.S. Small-Mid Cap Equity Fund; and declared and paid annually by each of the Global Equity Shareholder Yield Fund, the Global Low Volatility Equity Fund and the Global All Cap Fund. Net realized short-term capital gains, if any, may be distributed during the year and net realized long-term capital gains, if any, are distributed at least once each year. Income dividends and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Securities Transactions — Securities transactions are accounted for on the trade date. Realized gains and losses from securities transactions are recorded on a specific identification basis.

Note 3 —  Investment Management Fees and Other Transactions with Affiliates of the
Investment Manager

Under the terms of Investment Management Agreements with the Investment Manager, a wholly-owned subsidiary of The Toronto-Dominion Bank, which provide for the investment management services furnished to each Fund, each Fund pays the Investment Manager an annual investment management fee. With respect to each of the Global Equity Shareholder Yield Fund, Global All Cap Fund and the U.S. Small-Mid Cap Equity Fund, such annual investment management fee is equal to 0.80% of average daily net assets; with respect to the Global Low Volatility Equity Fund such annual investment management fee is equal to 0.70% of average daily net assets; with respect to each of the U.S. Equity Shareholder Yield Fund and the U.S. Large Cap Core Equity Fund such annual investment management fee is equal to 0.65% of average daily net assets; with respect to each of the High Yield Bond Fund and the Target Return Fund such annual investment management fee is equal to 0.55% of average daily net assets; with respect to the Core Bond Fund such annual investment management fee is equal to 0.40% of average daily net assets; and with respect to the Short-Term Bond Fund such annual investment management fee is equal to 0.25% of average daily net assets. The 1- to 5-Year Corporate Bond Portfolio and the 5- to 10-Year Corporate Bond Portfolio do not pay any investment management fee to the Investment Manager for its services.

The Investment Manager has contractually agreed to waive all fees and pay or reimburse all fees and expenses of each of the 1- to 5-Year Corporate Bond Portfolio and the 5- to 10-Year Corporate Bond Portfolio indefinitely, except acquired fund fees and expenses, interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses.

40

TD ASSET MANAGEMENT USA FUNDS INC.
Notes to Financial Statements — July 31, 2014 (unaudited)
 

The Investment Manager has contractually agreed to limit the total operating expenses of each of the Core Bond Fund, the High Yield Bond Fund, the U.S. Equity Shareholder Yield Fund, the U.S. Large Cap Core Equity Fund, the Global Equity Shareholder Yield Fund, the Global Low Volatility Equity Fund, the Global All Cap Fund, the Target Return Fund and the U.S. Small-Mid Cap Equity Fund to the expense caps set out below for each class of each Fund. This limit excludes certain expenses, including any acquired fund fees and expenses, interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses.

	Expense Cap
Core Bond Fund
Institutional Class		0.50%
Advisor Class		0.75%
High Yield Bond Fund
Institutional Class		0.70%
Advisor Class		0.95%
U.S. Equity Shareholder Yield Fund
Institutional Class		0.80%
Advisor Class		1.05%
U.S. Large Cap Core Equity Fund
Institutional Class		0.80%
Advisor Class		1.05%
Global Equity Shareholder Yield Fund
Institutional Class		1.00%
Advisor Class		1.25%
Global Low Volatility Equity Fund
Institutional Class		0.90%
Advisor Class		1.15%
Global All Cap Fund
Institutional Class		1.00%
Advisor Class		1.25%
Target Return Fund
Institutional Class		0.70%
Advisor Class		0.95%
U.S. Small-Mid Cap Equity Fund
Institutional Class		1.00%
Advisor Class		1.25%

The Investment Manager and its affiliates may also, from time to time, voluntarily waive or reimburse all or a part of each such Fund’s operating expenses.

The Investment Manager is entitled to recoup from each such Fund any waivers and/or reimbursements made pursuant to this contractual agreement, provided that such recoupment must occur within two years after the end of the fiscal year during which fees were waived or expenses reimbursed and that such recoupment does not cause the Fund to exceed the applicable contractual expense limitation that was in effect at the time the fees were waived or expenses reimbursed. This contract may not be terminated before May 31, 2015 unless approved by the Board of Directors.

The Investment Manager from time to time may waive fees or assume certain expenses of each class of the Short-Term Bond Fund, so that the annualized ratio of total operating expenses for the Short-Term Bond Fund do not exceed 0.43% with respect to the Institutional Class, and 0.68% with respect to the Advisor Class (the “Voluntary Expense Limitation”). The Voluntary Expense Limitation may not apply to extraordinary expenses.

41

TD ASSET MANAGEMENT USA FUNDS INC.
Notes to Financial Statements — July 31, 2014 (unaudited)
 

Any amount waived or paid pursuant to the Voluntary Expense Limitation (a “Waived Amount”) shall be repaid to the Investment Manager by the Short-Term Bond Fund; provided, that the Fund shall not repay any such Waived Amount to the Investment Manager if such payment shall cause the relevant Class’ total operating expenses (on an annualized basis) to exceed the expense cap applicable to such Class at the time the relevant Waived Amount was waived or reimbursed; provided further, that no Waived Amount shall be repaid to the Investment Manager more than two years after the end of the fiscal year during which such Waived Amount was waived or reimbursed.

The Administrator has been retained under an Amended and Restated Administration Agreement to perform certain administrative services for each Fund. For its services, the Administrator is entitled to receive from each Fund, with the exception of the Short-Term Bond Fund, the 1- to 5-Year Corporate Bond Portfolio and the 5- to 10-Year Corporate Bond Portfolio, an annual fee, payable monthly, of 0.05% of each Fund’s average daily net assets. The Administrator does not receive a separate fee for administrative services with respect to each of the Short-Term Bond Fund, the 1- to 5-Year Corporate Bond Portfolio and the 5- to 10-Year Corporate Bond Portfolio. The Administrator has entered into an agreement with Citi Fund Services Ohio, Inc. (“Citi”) whereby Citi performs certain administrative services for the Funds. The Administrator pays Citi’s fees for providing these services. Administration fees were waived for the period ended July 31, 2014.

A Distribution and Services Plan pursuant to Rule 12b-1 under the Act (the “Rule 12b-1 Plan”) permits the Advisor Class of each of the Funds (other than the 1- to 5-Year Corporate Bond Portfolio and the 5- to 10-Year Corporate Bond Portfolio) to pay from its assets distribution fees at a rate not to exceed 0.25% of the annual average daily net assets of each such class. These distribution fees are computed and accrued daily and will be paid to one or more principal underwriters, broker-dealers, other financial intermediaries, financial institutions (which may include banks), and others that enter into distribution, underwriting, sub-distribution, selling or service agreements complying with Rule 12b-1 that have been approved by the Board of Directors. Distribution fees were voluntarily waived for the period ended July 31, 2014.

All fees are earned, waived and reimbursed at the class level of each Fund, with the exception of Investment Management and Administration fees which are earned, waived and reimbursed at the fund level of each Fund.

42

TD ASSET MANAGEMENT USA FUNDS INC.
Notes to Financial Statements — July 31, 2014 (unaudited)
 

As of July 31, 2014, fees which were previously waived and expenses reimbursed by the Investment Manager which may be subject to possible future reimbursement to the Investment Manager were as follows:

	Potential Amount of Recovery		Expiration
Short-Term Bond Fund	$	91,742		10/31/14
		73,067		10/31/15
		20,748		1/31/16
		55,567		1/31/17
Core Bond Fund		164,181		1/31/16
		94,613		1/31/17
High Yield Bond Fund		153,290		1/31/16
		85,517		1/31/17
U.S. Equity Shareholder Yield Fund		130,173		1/31/16
		77,630		1/31/17
U.S. Large Cap Core Equity Fund		135,788		1/31/16
		80,988		1/31/17
Global Equity Shareholder Yield Fund		159,593		1/31/16
		91,537		1/31/17
Global Low Volatility Equity Fund		173,092		1/31/16
		91,085		1/31/17
Global All Cap Fund		162,080		1/31/16
		86,951		1/31/17
Target Return Fund		140,638		1/31/16
		80,822		1/31/17
U.S. Small-Mid Cap Equity Fund		109,693		1/31/16
		74,390		1/31/17

Epoch Investment Partners, Inc., serves as investment sub-adviser to each of the U.S. Equity Shareholder Yield Fund, the U.S. Large Cap Core Equity Fund, the Global Equity Shareholder Yield Fund, the Global All Cap Fund and the U.S. Small-Mid Cap Equity Fund. Sub-adviser fees are paid by the Investment Manager, not the Funds.

Note 4 — Directors’ Fees

Prior to April 1, 2014, each Director who was not an “interested person” as defined in the Act, who served on the Board of Directors of the Company received, in the aggregate:

1. a base annual retainer of $45,000, payable quarterly;

2. a meeting fee of $5,000 for each meeting attended in person;

3. a meeting fee of $2,500 for each meeting attended by telephone;

4. for committee meetings, other than audit committee meetings, taking place on days when there was no meeting of the full Board, a committee meeting fee of $2,500 for each such meeting attended;

5. a meeting fee of $5,000 for each special meeting attended in person;

6. for audit committee meetings taking place on days when there was no meeting of the full Board, an audit committee meeting fee of $2,500 for each such meeting attended;

43

TD ASSET MANAGEMENT USA FUNDS INC.
Notes to Financial Statements — July 31, 2014 (unaudited)
 

7. retainer for the Chairman was $10,000 annually, payable quarterly; and

8. retainer for Audit Committee Chair was $5,000 annually, payable quarterly.

As of April 1, 2014, each Director who is not an “interested person” as defined in the Act, who serves on the Board of Directors of the Company receives, in the aggregate:

1. a base annual retainer of $65,000, payable quarterly;

2. a meeting fee of $6,000 for each meeting attended in person;

3. a meeting fee of $3,500 for each meeting attended by telephone;

4. for committee meetings, other than audit committee meetings, taking place on days when there is no meeting of the full Board, a committee meeting fee of $3,500 for each such meeting attended;

5. a meeting fee of $6,000 for each special meeting attended in person;

6. for audit committee meetings taking place on days when there is no meeting of the full Board, an audit committee meeting fee of $3,500 for each such meeting attended;

7. retainer for the Chairman is $20,000 annually, payable quarterly; and

8. retainer for Audit Committee Chair is $10,000 annually, payable quarterly.

Meeting fees are paid after services are rendered. The retainer fees are paid pro-rata on a quarterly basis.

Directors’ fees are allocated among the series of the Company.

Note 5 — Investment Transactions

The cost of security purchases and proceeds from the sale and maturities of securities, other than short-term investments, for the period ended July 31, 2014 were as follows:

	Short-Term Bond Fund		Core Bond Fund		High Yield Bond Fund		1- to 5-Year Corporate Bond Portfolio
Purchases
U.S. Government	$	32,974,644	$	3,292,051	$	—	$	291,445
Other		18,233,489		1,695,339		1,312,138		3,887,934
Sales and Maturities
U.S. Government	$	25,264,983	$	1,901,090	$	—	$	152,298
Other		18,798,568		792,726		1,276,560		2,268,309

	5- to 10-Year Corporate Bond Portfolio		U.S. Equity Shareholder Yield Fund		U.S. Large Cap Core Equity Fund		Global Equity Shareholder Yield Fund
Purchases
U.S. Government	$	353,627	$	—	$	—	$	—
Other		2,425,505		898,870		817,845		2,122,335
Sales and Maturities
U.S. Government	$	123,861	$	—	$	—	$	—
Other		1,985,249		305,901		1,192,098		463,130

44

TD ASSET MANAGEMENT USA FUNDS INC.
Notes to Financial Statements — July 31, 2014 (unaudited)
 

	Global Low Volatility Equity Fund		Global All Cap Fund		Target Return Fund		U.S. Small-Mid Cap Equity Fund
Purchases
U.S. Government	$	—	$	—	$	33,657	$	—
Other		918,829		9,770,172		1,550,582		2,038,477
Sales and Maturities
U.S. Government	$	—	$	—	$	—	$	—
Other		598,379		6,602,342		594,927		805,222

Note 6 — Federal Income Taxes

It is each Fund’s policy to comply, or, in the case of the Short-Term Bond Fund, to continue to comply, with the special provisions of the Internal Revenue Code available to regulated investment companies. As provided therein, in any fiscal year in which a Fund so qualifies, and distributed substantially all of its taxable net income, the Fund (not the shareholders) will be relieved of Federal income tax on the income distributed. Accordingly, no provision for income taxes has been made.

Management evaluates tax positions taken or expected to be taken in the course of preparing the Funds’ tax returns to determine whether it is “more-likely-than-not” (i.e., greater than 50-percent) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. The Funds did not record any tax provision in the current period. However, management’s conclusions regarding tax positions taken on Federal and State income tax returns may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities for all open tax year (the current and prior 3 tax year ends, as applicable), ongoing analysis of and changes to tax laws, regulations and interpretations thereof.

In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also each Fund’s intention to declare as dividends in each calendar year at least 98% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts from prior years.

The amount and character of income and capital gain distributions, if any, to be paid, are determined in accordance with Federal income tax regulations, which may differ from GAAP. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. These book/tax differences may be temporary or permanent. To the extent these differences are permanent in nature, they are charged or credited to undistributed net investment income (loss), accumulated net realized gain (loss) or paid-in capital, as appropriate, in the period that the differences arise.

45

TD ASSET MANAGEMENT USA FUNDS INC.
Notes to Financial Statements — July 31, 2014 (unaudited)
 

The tax character of distributions declared to shareholders for the periods ended January 31, 2014, for each Fund, and for the year ended October 31, 2013 for the Short-Term Bond Fund, were as follows:

			Ordinary Income		Long-Term Capital Gain		Totals
Short-Term Bond Fund		2014	$	140,396	$	—	$	140,396
		2013		688,608		72,138		760,746
Core Bond Fund		2014		152,317		—		152,317
High Yield Bond Fund		2014		408,928		—		408,928
1- to 5-Year Corporate Bond Portfolio		2014		37,415		—		37,415
5- to 10-Year Corporate Bond Portfolio		2014		91,856		—		91,856
U.S. Equity Shareholder Yield Fund		2014		109,988		—		109,988
U.S. Large Cap Core Equity Fund		2014		65,770		—		65,770
Global Equity Shareholder Yield Fund		2014		169,095		—		169,095
Global Low Volatility Equity Fund		2014		229,365		—		229,365
Global All Cap Fund		2014		204,993		—		204,993
Target Return Fund		2014		39,653		—		39,653
U.S. Small-Mid Cap Equity Fund		2014		48,188		—		48,188

As of January 31, 2014, the components of Distributable Earnings (Accumulated Losses) on a tax basis were as follows:

	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Capital Loss Carryforwards			Qualified Late-Year Losses			Unrealized Appreciation (Depreciation)			Other Temporary Differences			Total Distributable Earnings (Accumulated Losses)
Short-Term Bond Fund	$	49,146	$	—	$	(118,615	)	$	(9,284	)	$	631,570		$	(49,147	)	$	503,670
Core Bond Fund		14,134		—		(68,063	)		(29,539	)		(91,091	)		(14,071	)		(188,630	)
High Yield Bond Fund		41,057		—		(27,595	)		(13,982	)		17,488			(46,231	)		(29,263	)
1- to 5-Year Corporate Bond Portfolio		23,422		2,209		—			—			30,956			(4,666	)		51,921
5- to 10-Year Corporate Bond Portfolio		39,813		6,518		—			—			76,628			(9,884	)		113,075
U.S. Equity Shareholder Yield Fund		48,322		—		—			—			601,144			—			649,466
U.S. Large Cap Core Equity Fund		1,508		—		—			(5,303	)		833,065			—			829,270
Global Equity Shareholder Yield Fund		44,061		—		—			—			433,395			—			477,456
Global Low Volatility Equity Fund		136,523		—		—			—			(72,750	)		(22,636	)		41,137
Global All Cap Fund		203,277		—		—			—			1,332,464			(1,076	)		1,534,665
Target Return Fund		4,068		—		(12,134	)		(4,287	)		(29,052	)		—			(41,405	)
U.S. Small-Mid Cap Equity Fund		72,756		—		—			—			467,201			—			539,957

Qualified late-year losses comprised of post-October capital losses incurred after October 31, 2013, and certain late-year ordinary losses. Late-year ordinary losses represent ordinary losses incurred after December 31, 2013 and specified losses incurred after October 31, 2013. These losses are deemed to arise on the first day of the Fund’s next taxable year. For the

46

TD ASSET MANAGEMENT USA FUNDS INC.
Notes to Financial Statements — July 31, 2014 (unaudited)
 

period ended January 31, 2014, all the above listed qualified late-year losses are post-October capital losses, which the Funds intend to defer to February 1, 2014 for federal tax purposes.

Under the Regulated Investment Company Modernization Act of 2010, the Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. Losses carried forward under these new provisions are as follows:

	Short-Term Loss
Short-Term Bond Fund	$	118,615
Core Bond Fund		68,063
High Yield Bond Fund		27,595
Target Return Fund		12,134

During the period ended January 31, 2014, the Short-Term Bond Fund utilized $135 of prior year capital loss carryforwards.

The Federal tax cost and aggregate gross unrealized appreciation and depreciation on investments, held by the Funds at July 31, 2014, were as follows:

	Federal Tax Cost		Aggregate Gross Unrealized Appreciation		Aggregate Gross Unrealized Depreciation			Net Unrealized Appreciation
Short-Term Bond Fund	$	73,142,651	$	520,781	$	(55,932	)	$	464,849
Core Bond Fund		13,326,011		137,571		(49,364	)		88,207
High Yield Bond Fund		10,306,033		132,383		(107,867	)		24,516
1- to 5-Year Corporate Bond Portfolio		7,630,503		21,213		(11,111	)		10,102
5- to 10-Year Corporate Bond Portfolio		5,874,955		101,139		(9,723	)		91,416
U.S. Equity Shareholder Yield Fund		5,601,057		998,122		(70,452	)		927,670
U.S. Large Cap Core Equity Fund		5,595,995		1,208,995		(24,503	)		1,184,492
Global Equity Shareholder Yield Fund		7,240,193		789,255		(117,326	)		671,929
Global Low Volatility Equity Fund		10,957,675		986,070		(296,102	)		689,968
Global All Cap Fund		13,697,678		1,352,605		(148,249	)		1,204,356
Target Return Fund		4,639,372		127,100		(47,021	)		80,079
U.S. Small-Mid Cap Equity Fund		6,921,514		616,701		(191,360	)		425,341

Note 7 — Fund Investment Risks

In the normal course of business, the Funds invest in securities and enter into transactions where risks exist due to changes in market conditions (income risk), interest rate changes and other factors (interest rate risk), the failure of the issuer of a security (e.g., a fixed income investment such as a bond or derivative involving a counterparty) to meet all its obligations (credit risk), or fluctuation in the stock markets in response to adverse economic, industry, political or regulatory developments (stock market risk). The impact of these risks will vary to the extent a Fund invests significantly in the types of instruments affected (e.g., equities or fixed income instruments).

Investments in foreign securities involve special risks, including the possibility of substantial volatility, limited liquidity and significant changes in value due to, among other things, exchange rate fluctuations. Investments in foreign securities involve country risk, which is the risk that the economy of a country (or region) will be damaged by political instability, financial problems or natural disasters.

A Fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of risks, such as

47

TD ASSET MANAGEMENT USA FUNDS INC.
Notes to Financial Statements — July 31, 2014 (unaudited)
 

interest rate risk, market risk and credit risk. Also, suitable derivative transactions may not be available in all circumstances and there can be no assurance that the Fund will engage in these transactions to reduce exposure to other risks when that would be beneficial.

Note 8 — Subsequent Events

The Company has evaluated the need for disclosure and/or adjustments resulting from subsequent events through the date the financial statements were issued. Based on this evaluation, no adjustments or additional disclosures were required to the financial statements.

48

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM Short-Term Bond Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

DESCRIPTION	PRINCIPAL AMOUNT		VALUE
CORPORATE OBLIGATIONS — 58.0%
CONSUMER DISCRETIONARY — 8.4%
Comcast
5.90%, 3/15/16	$	400,000	$	433,206
5.85%, 11/15/15		450,000		480,333
5.70%, 5/15/18		250,000		286,171
Daimler Finance North America LLC
1.38%, 8/1/17 (A)		425,000		423,896
1.25%, 1/11/16 (A)		740,000		745,531
Discovery Communications LLC
3.70%, 6/1/15		740,000		759,600
Ford Motor Credit LLC
1.72%, 12/6/17		900,000		896,799
1.70%, 5/9/16		1,380,000		1,394,807
1.50%, 1/17/17		750,000		751,363
				6,171,706
CONSUMER STAPLES — 1.3%
Coca-Cola
1.80%, 9/1/16		670,000		684,323
SABMiller Holdings
2.45%, 1/15/17 (A)		290,000		297,798
				982,121
ENERGY — 5.8%
Enterprise Products Operating
6.30%, 9/15/17		625,000		716,891
Enterprise Products Operating LLC
1.25%, 8/13/15		630,000		633,159
Kinder Morgan Energy Partners
5.13%, 11/15/14		1,248,000		1,263,875
3.50%, 3/1/16		250,000		259,412
Occidental Petroleum
2.50%, 2/1/16		273,000		280,417
Shell International Finance
0.90%, 11/15/16		300,000		300,823
TransCanada PipeLines
3.40%, 6/1/15		745,000		762,770
				4,217,347
FINANCIALS — 31.9%
AvalonBay Communities MTN
5.75%, 9/15/16‡		95,000		104,427
Bank of America
3.88%, 3/22/17		845,000		896,582
1.13%, 11/14/16		1,150,000		1,149,914
0.49%, 10/14/16 (B)		550,000		547,759

DESCRIPTION	PRINCIPAL AMOUNT		VALUE
Bank of Montreal MTN
0.80%, 11/6/15	$	1,774,000	$	1,781,119
Bank of New York Mellon
0.70%, 10/23/15		200,000		200,275
Bank of Nova Scotia
2.15%, 8/3/16 (A)		1,530,000		1,570,606
BB&T MTN
2.25%, 2/1/19		700,000		703,475
Berkshire Hathaway
0.80%, 2/11/16		580,000		582,027
Citigroup
1.70%, 7/25/16		600,000		606,673
1.30%, 4/1/16		950,000		954,693
Commonwealth Bank of Australia NY
2.25%, 3/13/19		250,000		250,689
ERP Operating
5.13%, 3/15/16‡		1,000,000		1,068,547
General Electric Capital MTN
1.63%, 7/2/15		90,000		91,061
1.60%, 11/20/17		750,000		752,776
1.00%, 1/8/16		950,000		954,732
JPMorgan Chase
6.00%, 10/1/17		350,000		395,070
3.40%, 6/24/15		355,000		364,041
3.15%, 7/5/16		1,020,000		1,061,758
2.35%, 1/28/19		225,000		226,178
Metropolitan Life Global Funding I
2.30%, 4/10/19 (A)		310,000		312,464
1.70%, 6/29/15 (A)		450,000		455,260
1.50%, 1/10/18 (A)		315,000		312,351
National Australia Bank MTN
2.75%, 3/9/17		500,000		519,551
PNC Bank
1.13%, 1/27/17		850,000		849,603
0.80%, 1/28/16		270,000		270,701
Royal Bank of Canada MTN
2.15%, 3/15/19		250,000		250,691
1.45%, 9/9/16		750,000		758,722
Simon Property Group
4.20%, 2/1/15‡		683,000		689,111
2.20%, 2/1/19‡		250,000		251,249
1.50%, 2/1/18‡ (A)		220,000		218,290
US Bank
1.10%, 1/30/17		1,000,000		1,000,377
Ventas Realty
3.13%, 11/30/15‡		550,000		566,539
Wells Fargo
6.00%, 11/15/17		200,000		227,889
1.50%, 7/1/15		1,644,000		1,661,200

49

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM Short-Term Bond Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

DESCRIPTION	PRINCIPAL AMOUNT		VALUE
FINANCIALS (continued)
Wells Fargo MTN
1.25%, 7/20/16	$	250,000	$	252,117
0.86%, 4/23/18 (B)		300,000		302,669
Westpac Banking
2.45%, 11/28/16 (A)		220,000		227,349
				23,388,535
HEALTH CARE — 1.1%
Amgen
1.25%, 5/22/17		800,000		797,062
INDUSTRIALS — 2.1%
Cooper U.S.
5.45%, 4/1/15		600,000		620,502
Eaton
1.50%, 11/2/17		100,000		99,766
General Electric
5.25%, 12/6/17		500,000		561,055
Norfolk Southern
5.75%, 1/15/16		250,000		267,442
				1,548,765
INFORMATION TECHNOLOGY — 0.7%
Apple
1.05%, 5/5/17		225,000		224,731
Cisco Systems
2.13%, 3/1/19		300,000		300,759
				525,490
TELECOMMUNICATION SERVICES — 4.8%
AT&T
1.40%, 12/1/17		225,000		223,807
0.80%, 12/1/15		1,210,000		1,211,935
Rogers Communications
7.50%, 3/15/15		439,000		457,676
Verizon Communications
2.50%, 9/15/16		790,000		815,391
2.00%, 11/1/16		825,000		841,496
				3,550,305
UTILITIES — 1.9%
Consolidated Edison of New York
5.30%, 12/1/16		560,000		614,611
Duke Energy Carolinas LLC
1.75%, 12/15/16		529,000		539,627
PacifiCorp
5.50%, 1/15/19		180,000		205,168
				1,359,406
TOTAL CORPORATE OBLIGATIONS				42,540,737

DESCRIPTION	PRINCIPAL AMOUNT		VALUE
U.S. TREASURY OBLIGATIONS — 23.7%
U.S. Treasury Inflation-Protected Security
0.13%, 4/15/17	$	942,669	$	967,267
U.S. Treasury Notes
1.75%, 5/31/16		2,600,000		2,660,733
1.38%, 11/30/15		5,800,000		5,886,548
1.00%, 10/31/16		6,110,000		6,152,483
0.88%, 7/15/17		750,000		747,187
0.63%, 7/15/16		1,000,000		1,001,758
TOTAL U.S. TREASURY OBLIGATIONS				17,415,976
U.S. GOVERNMENT MORTGAGE BACKED OBLIGATIONS — 11.2%
FANNIE MAE (C) — 5.2%
12.00%, 8/1/16 to 3/1/17		2,973		2,985
10.00%, 2/1/25		5,400		5,885
9.50%, 8/1/22		3,380		3,668
8.50%, 9/1/15		10,405		10,490
8.00%, 5/1/15 to 1/1/16		29,443		29,969
7.50%, 3/1/15 to 3/1/31		78,782		81,912
7.00%, 11/1/14 to 7/1/31		81,571		84,425
6.50%, 12/1/14 to 11/1/37		1,024,940		1,119,853
6.00%, 5/1/16 to 5/1/38		1,198,184		1,316,169
5.50%, 6/1/18 to 6/1/24		679,794		725,692
5.00%, 3/1/23		14,848		16,101
4.50%, 5/1/18 to 1/1/19		251,889		265,853
4.00%, 5/1/23		130,830		139,583
2.35%, 1/1/16 (B)		5,126		5,125
				3,807,710
FREDDIE MAC (C) — 3.2%
12.00%, 7/1/20		558		561
9.00%, 6/1/16 to 7/1/30		7,628		8,888
8.00%, 5/1/15 to 2/1/17		10,285		10,594
7.00%, 12/1/14 to 7/1/17		98,433		102,730
6.50%, 8/1/14 to 2/1/19		22,217		23,237
6.00%, 11/1/17 to 8/1/24		233,413		249,120
5.50%, 12/1/17 to 2/1/37		1,215,500		1,316,808
5.00%, 10/1/23		42,357		44,709
4.50%, 4/1/21 to 1/1/25		48,730		52,145
3.00%, 9/1/21		530,437		550,007
				2,358,799
GINNIE MAE — 2.8%
7.00%, 12/15/23 to 12/15/38		443,799		491,864
6.50%, 10/15/14 to 7/15/29		43,085		46,365
6.00%, 12/15/16 to 2/15/32		437,824		466,349

50

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM Short-Term Bond Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

DESCRIPTION	PRINCIPAL AMOUNT		VALUE
U.S. GOVERNMENT MORTGAGE BACKED OBLIGATIONS (continued)
5.50%, 10/15/23	$	602,940	$	640,245
4.50%, 11/15/23 to 7/15/24		272,028		288,625
4.00%, 3/15/19		93,768		99,430
				2,032,878
TOTAL U.S. GOVERNMENT MORTGAGE BACKED OBLIGATIONS				8,199,387
REGIONAL GOVERNMENT OBLIGATION — 1.8%
Province of Nova Scotia Canada
2.38%, 7/21/15		1,270,000		1,295,057
TOTAL REGIONAL GOVERNMENT OBLIGATION				1,295,057
MUNICIPAL OBLIGATION — 0.2%
City & County of Honolulu, Hawaii, GO
4.48%, 9/1/17		110,000		120,343
TOTAL MUNICIPAL OBLIGATION				120,343
REPURCHASE AGREEMENT — 5.5%
Counterparty: Bank of Nova Scotia 0.08% dated 7/31/14, due 8/1/14 in the amount of $4,036,009, fully collateralized by a $4,119,000 U.S. Treasury obligation, coupon 0.00%, maturity 1/28/15, value $4,117,229		4,036,000		4,036,000
TOTAL REPURCHASE AGREEMENT				4,036,000
TOTAL INVESTMENTS (Cost $73,142,651) — 100.4%				73,607,500
OTHER ASSETS AND LIABILITIES, NET — (0.4)%				(282,579	)
NET ASSETS — 100.0%			$	73,324,921

‡ Real Estate Investment Trust.

(A) Security exempt from registration under the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of July 31, 2014, these securities amounted to $4,563,545 or 6.22% of net assets of the Fund. These securities have been deemed liquid by the Board of Directors.

(B) Variable rate security. The rate shown is the current rate on July 31, 2014. Date shown represents the final maturity date.

(C) The Federal Housing Finance Agency (FHFA) placed Fannie Mae and Freddie Mac into conservatorship with FHFA as the conservator. The conservatorship is a statutory process designed to stabilize a troubled institution with the objective of returning the entities to normal business operations.

GO — General Obligation

LLC — Limited Liability Company

MTN — Medium Term Note

As of July 31, 2014, all of the Fund’s investments in securities were considered Level 2, in accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP.

For the period ended July 31, 2014, there have been no transfers between Level 1, Level 2 and Level 3 assets and liabilities.

For more information on valuation inputs, see Note 2 — Significant Accounting Policies in the Notes to Financial Statements.

Please see accompanying notes to financial statements.

51

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM Core Bond Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

DESCRIPTION	PRINCIPAL AMOUNT		VALUE
CORPORATE OBLIGATIONS — 41.9%
CONSUMER DISCRETIONARY — 5.2%
Comcast
5.90%, 3/15/16	$	85,000	$	92,056
5.70%, 5/15/18		50,000		57,234
2.85%, 1/15/23		55,000		54,041
Daimler Finance North America LLC
1.38%, 8/1/17 (A)		50,000		49,870
Discovery Communications
5.05%, 6/1/20		25,000		27,879
3.25%, 4/1/23		30,000		29,102
Ford Motor Credit LLC
4.38%, 8/6/23		40,000		42,378
2.38%, 1/16/18		75,000		76,141
1.72%, 12/6/17		100,000		99,644
1.50%, 1/17/17		85,000		85,155
Time Warner
3.55%, 6/1/24		25,000		24,620
Toyota Motor Credit MTN
1.75%, 5/22/17		50,000		50,623
				688,743
CONSUMER STAPLES — 3.0%
Anheuser-Busch InBev Worldwide
1.38%, 7/15/17		50,000		50,145
Coca-Cola
1.80%, 9/1/16		75,000		76,604
CVS Caremark
5.75%, 6/1/17		80,000		89,680
2.75%, 12/1/22		35,000		33,692
Diageo Capital PLC
1.50%, 5/11/17		75,000		75,581
PepsiCo
1.25%, 8/13/17		50,000		50,001
SABMiller Holdings
3.75%, 1/15/22 (A)		25,000		25,894
				401,597
ENERGY — 5.0%
Canadian Natural Resources
4.90%, 12/1/14		25,000		25,366
3.80%, 4/15/24		100,000		102,146
ConocoPhillips
4.60%, 1/15/15		100,000		101,854
Enbridge
4.00%, 10/1/23		25,000		25,919
Enterprise Products Operating
6.30%, 9/15/17		25,000		28,676
3.35%, 3/15/23		40,000		39,744

DESCRIPTION	PRINCIPAL AMOUNT		VALUE
Exxon Mobil
3.18%, 3/15/24	$	50,000	$	50,935
Kinder Morgan Energy Partners
3.50%, 3/1/16		110,000		114,141
Occidental Petroleum
1.75%, 2/15/17		120,000		121,957
Phillips 66
2.95%, 5/1/17		50,000		52,151
				662,889
FINANCIALS — 22.1%
Australia & New Zealand Banking Group
0.90%, 2/12/16		100,000		100,410
AvalonBay Communities
2.95%, 9/15/22‡		25,000		24,423
AvalonBay Communities MTN
2.85%, 3/15/23‡		25,000		24,024
Bank of America
4.10%, 7/24/23		55,000		56,429
2.00%, 1/11/18		200,000		200,220
1.13%, 11/14/16		30,000		29,998
Bank of America MTN
3.30%, 1/11/23		100,000		97,719
Bank of Montreal MTN
1.40%, 9/11/17		50,000		49,888
Bank of New York Mellon MTN
2.10%, 1/15/19		75,000		74,963
Bank of Nova Scotia
4.38%, 1/13/21		45,000		49,578
BB&T MTN
2.25%, 2/1/19		30,000		30,149
1.60%, 8/15/17		40,000		40,191
Branch Banking & Trust
1.45%, 10/3/16		25,000		25,254
Caterpillar Financial Services MTN
2.05%, 8/1/16		110,000		112,745
CDP Financial
4.40%, 11/25/19 (A)		30,000		33,103
Citigroup
3.75%, 6/16/24		100,000		99,539
Commonwealth Bank of Australia NY
2.25%, 3/13/19		50,000		50,138
Commonwealth Bank of Australia NY MTN
1.25%, 9/18/15		100,000		100,793

52

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM Core Bond Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

DESCRIPTION	PRINCIPAL AMOUNT		VALUE
FINANCIALS (continued)
ERP Operating
5.13%, 3/15/16‡	$	60,000	$	64,113
4.63%, 12/15/21‡		40,000		43,957
General Electric Capital
2.10%, 12/11/19		25,000		24,883
General Electric Capital MTN
5.50%, 1/8/20		25,000		28,780
3.15%, 9/7/22		25,000		24,962
1.60%, 11/20/17		180,000		180,666
John Deere Capital
1.70%, 1/15/20		25,000		24,366
JPMorgan Chase
4.95%, 3/25/20		25,000		27,817
3.20%, 1/25/23		65,000		63,904
3.15%, 7/5/16		70,000		72,866
1.80%, 1/25/18		90,000		89,954
Metropolitan Life Global Funding I
2.30%, 4/10/19 (A)		30,000		30,238
1.70%, 6/29/15 (A)		100,000		101,169
1.50%, 1/10/18 (A)		25,000		24,790
Northern Trust
2.38%, 8/2/22		25,000		24,003
PNC Funding
3.30%, 3/8/22		35,000		35,606
2.70%, 9/19/16		70,000		72,485
Royal Bank of Canada MTN
2.15%, 3/15/19		25,000		25,069
1.45%, 9/9/16		75,000		75,872
Simon Property Group
1.50%, 2/1/18‡ (A)		75,000		74,417
US Bancorp MTN
3.70%, 1/30/24		25,000		25,791
1.95%, 11/15/18		15,000		14,996
1.65%, 5/15/17		50,000		50,549
Ventas Realty
3.13%, 11/30/15‡		100,000		103,007
Wells Fargo
6.00%, 11/15/17		25,000		28,486
1.50%, 1/16/18		115,000		114,468
Wells Fargo MTN
4.60%, 4/1/21		25,000		27,641
3.50%, 3/8/22		80,000		82,498
1.25%, 7/20/16		30,000		30,254
0.86%, 4/23/18 (B)		50,000		50,445
Westpac Banking
0.95%, 1/12/16		100,000		100,488
				2,938,104

DESCRIPTION	PRINCIPAL AMOUNT		VALUE
HEALTH CARE — 0.4%
Amgen
1.25%, 5/22/17	$	50,000	$	49,816
INDUSTRIALS — 1.9%
Burlington Northern Santa Fe
5.75%, 3/15/18		80,000		91,009
Eaton
1.50%, 11/2/17		50,000		49,883
Norfolk Southern
3.85%, 1/15/24		25,000		25,890
Raytheon
3.13%, 10/15/20		30,000		30,832
Union Pacific
4.16%, 7/15/22		55,000		59,638
				257,252
INFORMATION TECHNOLOGY — 1.1%
Apple
2.85%, 5/6/21		80,000		80,300
Oracle
1.20%, 10/15/17		60,000		59,656
				139,956
TELECOMMUNICATION SERVICES — 2.3%
AT&T
1.40%, 12/1/17		125,000		124,338
Verizon Communications
5.15%, 9/15/23		15,000		16,600
3.65%, 9/14/18		30,000		31,983
2.50%, 9/15/16		135,000		139,339
				312,260
UTILITIES — 0.9%
PacifiCorp
5.50%, 1/15/19		100,000		113,982
TOTAL CORPORATE OBLIGATIONS				5,564,599
U.S. GOVERNMENT MORTGAGE BACKED OBLIGATIONS — 19.0%
FANNIE MAE (C) — 10.1%
6.00%, 10/1/38		101,564		114,307
5.50%, 2/1/38		95,489		105,725
4.50%, 4/1/41 to 10/1/41		341,339		368,504
4.00%, 2/1/26 to 12/1/40		570,869		602,404
2.50%, 3/1/26		145,778		146,863
				1,337,803
FREDDIE MAC (C) — 6.9%
5.00%, 8/1/35		376,797		415,350
4.00%, 6/1/25		196,880		210,112
3.50%, 1/1/41		282,548		287,678
				913,140

53

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM Core Bond Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

DESCRIPTION	PRINCIPAL AMOUNT/SHARES		VALUE
U.S. GOVERNMENT MORTGAGE BACKED OBLIGATIONS (continued)
GINNIE MAE — 2.0%
5.50%, 4/15/35	$	136,375	$	151,451
4.50%, 10/15/40		111,439		121,164
				272,615
TOTAL U.S. GOVERNMENT MORTGAGE BACKED OBLIGATIONS				2,523,558
U.S. TREASURY OBLIGATIONS — 17.0%
U.S. Treasury Bonds
5.00%, 5/15/37		195,000		253,744
4.50%, 5/15/38		194,000		236,528
3.38%, 5/15/44		90,000		91,083
2.75%, 11/15/42		370,000		331,901
U.S. Treasury Inflation-Protected Security
0.13%, 4/15/17		91,125		93,502
U.S. Treasury Notes
2.75%, 2/15/24		135,000		137,531
1.75%, 5/31/16		565,000		578,198
1.63%, 11/15/22		50,000		47,051
1.00%, 6/30/19		175,000		168,670
0.88%, 12/31/16 to 7/15/17		322,000		322,337
TOTAL U.S. TREASURY OBLIGATIONS				2,260,545
U.S. GOVERNMENT AGENCY OBLIGATIONS — 11.0%
FANNIE MAE (C) — 7.6%
6.63%, 11/15/30		307,000		440,148
4.50%, 4/1/41		118,154		128,154
3.00%, 9/1/42 to 2/1/43		448,561		441,172
				1,009,474
FREDDIE MAC (C) — 3.4%
6.25%, 7/15/32		280,000		386,182
2.38%, 1/13/22		65,000		64,542
				450,724
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS				1,460,198
REGISTERED INVESTMENT COMPANIES — 6.8%
iShares 10+ Year Credit Bond Fund ETF		1,683		101,316
iShares Barclays Credit Bond ETF		1,347		149,625
iShares Barclays Intermediate ETF		1,155		126,646
iShares iBoxx $ Investment Grade Corporate Bond Fund ETF		1,728		204,854
iShares MBS ETF		2,905		312,491
TOTAL REGISTERED INVESTMENT COMPANIES				894,932

DESCRIPTION	PRINCIPAL AMOUNT		VALUE
REGIONAL GOVERNMENT OBLIGATION — 0.3%
Province of Quebec Canada
7.50%, 9/15/29	$	30,000	$	42,386
TOTAL REGIONAL GOVERNMENT OBLIGATION				42,386
REPURCHASE AGREEMENT — 5.0%
Counterparty: Bank of Nova Scotia 0.08% dated 7/31/14, due 8/1/14 in the amount of $668,001, fully collateralized by a $682,000 U.S. Treasury obligation, coupon 0.00%, maturity 1/28/15, value $681,707		668,000		668,000
TOTAL REPURCHASE AGREEMENT				668,000
TOTAL INVESTMENTS (Cost $13,326,011) — 101.0%				13,414,218
OTHER ASSETS AND LIABILITIES, NET — (1.0)%				(137,922	)
NET ASSETS — 100.0%			$	13,276,296

‡ Real Estate Investment Trust.

(A) Security exempt from registration under the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of July 31, 2014, these securities amounted to $339,481 or 2.56% of net assets of the Fund. These securities have been deemed liquid by the Board of Directors.

(B) Variable rate security. The rate shown is the current rate on July 31, 2014. Date shown represents the final maturity date.

(C) The Federal Housing Finance Agency (FHFA) placed Fannie Mae and Freddie Mac into conservatorship with FHFA as the conservator. The conservatorship is a statutory process designed to stabilize a troubled institution with the objective of returning the entities to normal business operations.

ETF — Exchange-Traded Fund

LLC — Limited Liability Company

MBS — Mortgage Backed Security

MTN — Medium Term Note

PLC — Public Limited Company

54

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM Core Bond Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

The following is a list of the inputs used as of July 31, 2014 in valuing the Fund’s investments carried at value:

	Level 1		Level 2		Level 3		Total
Investments in Securities
Corporate Obligations	$	—	$	5,564,599	$	—	$	5,564,599
U.S. Government Mortgage Backed Obligations		—		2,523,558		—		2,523,558
U.S. Treasury Obligations		—		2,260,545		—		2,260,545
U.S. Government Agency Obligations		—		1,460,198		—		1,460,198
Registered Investment Companies		894,932		—		—		894,932
Regional Government Obligation		—		42,386		—		42,386
Repurchase Agreement		—		668,000		—		668,000
Total Investments in Securities	$	894,932	$	12,519,286	$	—	$	13,414,218

For the period ended July 31, 2014, there have been no transfers between Level 1, Level 2 and Level 3 assets and liabilities.

For more information on valuation inputs, see Note 2 — Significant Accounting Policies in the Notes to Financial Statements.

Please see accompanying notes to financial statements.

55

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM High Yield Bond Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

DESCRIPTION	PRINCIPAL AMOUNT		VALUE
CORPORATE OBLIGATIONS — 94.2%
CONSUMER DISCRETIONARY — 28.1%
American Greetings
7.38%, 12/1/21	$	120,000	$	126,000
Ameristar Casinos
7.50%, 4/15/21		80,000		84,600
Burlington Coat Factory Warehouse
10.00%, 2/15/19		120,000		131,776
CCO Holdings LLC
7.38%, 6/1/20		250,000		266,875
Chrysler Group
8.00%, 6/15/19		180,000		191,700
Dana Holding
6.50%, 2/15/19		120,000		124,350
DISH DBS
7.75%, 5/31/15		120,000		125,700
4.63%, 7/15/17		100,000		104,000
Gannett
7.13%, 9/1/18		80,000		83,100
Goodyear Tire & Rubber
7.00%, 5/15/22		120,000		130,200
Jarden
7.50%, 5/1/17		210,000		234,150
JC Penney
7.65%, 8/15/16		80,000		80,000
L Brands
8.50%, 6/15/19		160,000		192,800
Lear
4.75%, 1/15/23		200,000		196,875
Levi Strauss
6.88%, 5/1/22		80,000		86,000
New York Times
5.00%, 3/15/15		80,000		81,600
Numericable Group
6.00%, 5/15/22 (A)		100,000		100,500
PVH
4.50%, 12/15/22		67,000		64,822
Sears Holdings
6.63%, 10/15/18		10,000		9,038
Shea Homes
8.63%, 5/15/19		100,000		106,250
Shearers Foods
9.00%, 11/1/19 (A)		100,000		109,250
Sinclair Televison Group
5.38%, 4/1/21		120,000		120,150
Sirius XM Radio
5.25%, 8/15/22 (A)		40,000		41,800
4.63%, 5/15/23 (A)		100,000		93,000
WMG Acquisition
6.00%, 1/15/21 (A)		114,000		116,565

DESCRIPTION	PRINCIPAL AMOUNT		VALUE
Wynn Las Vegas
7.75%, 8/15/20	$	80,000	$	86,200
				3,087,301
CONSUMER STAPLES — 8.0%
Constellation Brands
7.25%, 5/15/17		120,000		135,000
3.75%, 5/1/21		150,000		146,250
HJ Heinz Co.
4.25%, 10/15/20		200,000		198,750
JBS Investments GmbH
7.75%, 10/28/20 (A)		150,000		160,875
Pilgrim’s Pride
7.88%, 12/15/18		40,000		42,000
Reynolds Group Issuer
6.88%, 2/15/21		100,000		105,375
Spectrum Brands
6.38%, 11/15/20		80,000		84,200
				872,450
ENERGY — 4.4%
MEG Energy
6.50%, 3/15/21 (A)		77,000		79,118
Peabody Energy
6.50%, 9/15/20		50,000		47,875
6.25%, 11/15/21		80,000		75,800
6.00%, 11/15/18		180,000		179,550
Precision Drilling
6.50%, 12/15/21		100,000		106,250
				488,593
FINANCIALS — 5.4%
Ally Financial
7.50%, 9/15/20		100,000		115,250
6.25%, 12/1/17		80,000		86,800
CBRE Services
5.00%, 3/15/23		100,000		99,500
CIT Group
5.00%, 5/15/17		120,000		126,150
Neuberger Berman Group
5.63%, 3/15/20 (A)		160,000		167,600
				595,300
HEALTH CARE — 7.8%
CHS
5.13%, 8/15/18		100,000		102,500
Endo Health Solutions
7.00%, 7/15/19		168,000		176,190
HCA
6.50%, 2/15/20		200,000		217,250
Hologic
6.25%, 8/1/20		150,000		156,375

56

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM High Yield Bond Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

DESCRIPTION	PRINCIPAL AMOUNT		VALUE
HEALTH CARE (continued)
Kinetic Concepts
10.50%, 11/1/18	$	180,000	$	199,350
				851,665
INDUSTRIALS — 15.0%
Bombardier
7.50%, 3/15/18 (A)		80,000		87,400
Case New Holland
7.88%, 12/1/17		80,000		91,300
CHC Helicopter
9.25%, 10/15/20		72,000		77,234
Hertz
6.75%, 4/15/19		80,000		83,600
International Lease Finance
8.75%, 3/15/17		200,000		227,000
8.63%, 9/15/15		20,000		21,345
5.88%, 8/15/22		50,000		53,375
Iron Mountain
8.38%, 8/15/21		66,000		68,475
6.00%, 8/15/23		100,000		104,250
Manitowoc
8.50%, 11/1/20		80,000		87,600
Masonite International
8.25%, 4/15/21 (A)		80,000		85,600
Navistar International
8.25%, 11/1/21		80,000		82,600
RR Donnelley & Sons
7.88%, 3/15/21		100,000		113,000
6.50%, 11/15/23		50,000		51,375
Schaeffler Finance
7.75%, 2/15/17 (A)		120,000		133,800
Spirit Aerosystems
6.75%, 12/15/20		100,000		106,500
Terex
6.50%, 4/1/20		80,000		85,000
United Rentals North America
5.75%, 7/15/18		80,000		83,640
				1,643,094
INFORMATION TECHNOLOGY — 5.5%
Advanced Micro Devices
7.75%, 8/1/20		40,000		41,200
Denali Borrower LLC
5.63%, 10/15/20 (A)		100,000		103,000
IAC/InterActive
4.75%, 12/15/22		250,000		240,000
Jabil Circuit
5.63%, 12/15/20		160,000		172,800
SunGard Data Systems
7.38%, 11/15/18		40,000		41,775
				598,775

DESCRIPTION	PRINCIPAL AMOUNT		VALUE
MATERIALS — 10.9%
AK Steel
7.63%, 5/15/20	$	120,000	$	122,700
Aleris International
7.63%, 2/15/18		80,000		82,000
Ashland
4.75%, 8/15/22		40,000		38,700
Domtar
10.75%, 6/1/17		80,000		98,726
First Quantum Minerals
7.00%, 2/15/21 (A)		69,000		71,070
6.75%, 2/15/20 (A)		69,000		70,380
FMG Resources August 2006 PTY
6.88%, 2/1/18 (A)		180,000		186,750
HudBay Minerals
9.50%, 10/1/20		40,000		44,000
NOVA Chemicals
8.63%, 11/1/19		120,000		126,000
Resolute Forest Products
5.88%, 5/15/23		100,000		95,000
Steel Dynamics
7.63%, 3/15/20		100,000		106,000
Tembec Industries
11.25%, 12/15/18		40,000		42,900
United States Steel
7.38%, 4/1/20		100,000		109,750
				1,193,976
TELECOMMUNICATION SERVICES — 6.6%
CenturyLink
6.45%, 6/15/21		80,000		86,000
Cincinnati Bell
8.38%, 10/15/20		80,000		86,800
Intelsat Jackson Holdings
7.25%, 10/15/20		80,000		84,400
MetroPCS Wireless
6.63%, 11/15/20		120,000		126,000
Sprint Capital
6.90%, 5/1/19		50,000		53,500
Sprint Nextel
6.00%, 12/1/16		120,000		129,600
T-Mobile USA
6.73%, 4/28/22		50,000		52,375
6.25%, 4/1/21		100,000		104,500
				723,175
UTILITIES — 2.5%
AES
8.00%, 10/15/17		2,000		2,295
Calpine
7.88%, 1/15/23 (A)		130,000		140,725

57

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM High Yield Bond Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

DESCRIPTION	PRINCIPAL AMOUNT		VALUE
UTILITIES (continued)
NRG Energy
7.63%, 1/15/18	$	120,000	$	133,200
				276,220
TOTAL CORPORATE OBLIGATIONS				10,330,549
TOTAL INVESTMENTS (Cost $10,306,033) — 94.2%				10,330,549
OTHER ASSETS AND LIABILITIES, NET — 5.8%				636,573
NET ASSETS — 100.0%			$	10,967,122

(A) Security exempt from registration under the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of July 31, 2014, these securities amounted to $1,747,433 or 15.93% of net assets of the Fund. These securities have been deemed liquid by the Board of Directors.

PTY — Proprietary

As of July 31, 2014, all of the Fund’s investments in securities were considered Level 2, in accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP.

For the period ended July 31, 2014, there have been no transfers between Level 1, Level 2 and Level 3 assets and liabilities.

For more information on valuation inputs, see Note 2 — Significant Accounting Policies in the Notes to Financial Statements.

Please see accompanying notes to financial statements.

58

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM 1- to 5-Year Corporate Bond Portfolio • Schedule of Investments
July 31, 2014 (unaudited)
 

DESCRIPTION	PRINCIPAL AMOUNT		VALUE
CORPORATE OBLIGATIONS — 91.5%
CONSUMER DISCRETIONARY — 10.0%
Comcast
5.70%, 5/15/18	$	35,000	$	40,064
Daimler Finance North America LLC
1.38%, 8/1/17 (A)		25,000		24,935
1.25%, 1/11/16 (A)		157,000		158,174
Discovery Communications LLC
3.70%, 6/1/15		35,000		35,927
Ford Motor Credit LLC
2.38%, 1/16/18		125,000		126,902
1.50%, 1/17/17		160,000		160,291
NBCUniversal Media LLC
2.88%, 4/1/16		200,000		207,018
				753,311
CONSUMER STAPLES — 8.7%
Anheuser-Busch InBev Worldwide
0.80%, 7/15/15		170,000		170,750
Coca-Cola
1.80%, 9/1/16		135,000		137,886
CVS Caremark
5.75%, 6/1/17		70,000		78,470
1.20%, 12/5/16		200,000		201,043
Diageo Capital PLC
1.50%, 5/11/17		70,000		70,543
				658,692
ENERGY — 7.3%
ConocoPhillips
1.05%, 12/15/17		160,000		158,197
Enterprise Products Operating LLC
6.50%, 1/31/19		50,000		58,835
Kinder Morgan Energy Partners
5.95%, 2/15/18		35,000		39,627
Statoil
3.13%, 8/17/17		90,000		94,666
1.95%, 11/8/18		100,000		100,461
TransCanada PipeLines
3.40%, 6/1/15		100,000		102,385
				554,171
FINANCIALS — 41.3%
AvalonBay Communities MTN
5.75%, 9/15/16‡		135,000		148,396
Bank of America
3.88%, 3/22/17		135,000		143,241
1.13%, 11/14/16		50,000		49,996

DESCRIPTION	PRINCIPAL AMOUNT		VALUE
Bank of Montreal MTN
1.40%, 9/11/17	$	100,000	$	99,776
Bank of New York Mellon MTN
2.10%, 1/15/19		70,000		69,966
Bank of Nova Scotia
2.90%, 3/29/16		45,000		46,615
BB&T MTN
2.25%, 2/1/19		65,000		65,323
1.60%, 8/15/17		135,000		135,643
Berkshire Hathaway
0.80%, 2/11/16		135,000		135,472
Canadian Imperial Bank of Commerce
1.55%, 1/23/18		135,000		134,486
CDP Financial
4.40%, 11/25/19 (A)		35,000		38,620
Citigroup
4.45%, 1/10/17		195,000		209,093
2.50%, 9/26/18		50,000		50,557
Commonwealth Bank of Australia NY
2.25%, 3/13/19		70,000		70,193
ERP Operating
5.13%, 3/15/16‡		75,000		80,141
General Electric Capital
1.00%, 12/11/15		190,000		191,512
General Electric Capital MTN
1.60%, 11/20/17		60,000		60,222
John Deere Capital
0.70%, 9/4/15		160,000		160,468
John Deere Capital MTN
2.25%, 4/17/19		65,000		65,531
JPMorgan Chase
6.00%, 10/1/17		180,000		203,179
2.35%, 1/28/19		60,000		60,314
Metropolitan Life Global Funding I
2.30%, 4/10/19 (A)		40,000		40,318
1.70%, 6/29/15 (A)		50,000		50,584
1.50%, 1/10/18 (A)		95,000		94,201
PNC Bank
1.13%, 1/27/17		65,000		64,970
PNC Funding
2.70%, 9/19/16		100,000		103,550
Royal Bank of Canada MTN
2.15%, 3/15/19		85,000		85,235
Simon Property Group
2.20%, 2/1/19‡		70,000		70,350
US Bancorp MTN
1.95%, 11/15/18		70,000		69,980
1.65%, 5/15/17		70,000		70,769

59

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM 1- to 5-Year Corporate Bond Portfolio • Schedule of Investments
July 31, 2014 (unaudited)
 

DESCRIPTION	PRINCIPAL AMOUNT		VALUE
FINANCIALS (continued)
Ventas Realty
3.13%, 11/30/15‡	$	25,000	$	25,752
Wells Fargo
6.00%, 11/15/17		70,000		79,761
1.50%, 1/16/18		75,000		74,653
Wells Fargo MTN
2.63%, 12/15/16		70,000		72,600
				3,121,467
HEALTH CARE — 0.9%
Amgen
1.25%, 5/22/17		70,000		69,743
INDUSTRIALS — 8.0%
Caterpillar
1.50%, 6/26/17		160,000		161,249
Eaton
1.50%, 11/2/17		70,000		69,836
General Electric
5.25%, 12/6/17		70,000		78,548
Lockheed Martin
2.13%, 9/15/16		120,000		123,211
United Technologies
1.80%, 6/1/17		170,000		173,230
				606,074
INFORMATION TECHNOLOGY — 4.0%
Apple
2.10%, 5/6/19		85,000		84,916
Cisco Systems
2.13%, 3/1/19		65,000		65,165
Oracle
2.38%, 1/15/19		150,000		152,114
				302,195
MATERIALS — 1.6%
BHP Billiton
1.63%, 2/24/17		120,000		121,873
TELECOMMUNICATION SERVICES — 6.1%
AT&T
1.40%, 12/1/17		105,000		104,443
0.80%, 12/1/15		145,000		145,232
Verizon Communications
3.65%, 9/14/18		200,000		213,223
				462,898
UTILITIES — 3.6%
Consolidated Edison of New York
5.30%, 12/1/16		135,000		148,165
Duke Energy Carolinas LLC
1.75%, 12/15/16		35,000		35,703

DESCRIPTION	PRINCIPAL AMOUNT/ SHARES		VALUE
PacifiCorp
5.50%, 1/15/19	$	75,000	$	85,487
				269,355
TOTAL CORPORATE OBLIGATIONS				6,919,779
REGISTERED INVESTMENT COMPANY — 5.1%
Vanguard Short-Term Corporate Bond ETF		4,795		384,175
TOTAL REGISTERED INVESTMENT COMPANY				384,175
U.S. TREASURY OBLIGATIONS — 1.5%
U.S. Treasury Notes
1.00%, 6/30/19		90,000		86,745
0.88%, 7/15/17		25,000		24,906
TOTAL U.S. TREASURY OBLIGATIONS				111,651
REPURCHASE AGREEMENT — 2.9%
Counterparty: Bank of Nova Scotia 0.08% dated 7/31/14, due 8/1/14 in the amount of $225,001, fully collateralized by a $230,000 U.S. Treasury obligation, coupon 0.00%, maturity 1/28/15, value $229,901		225,000		225,000
TOTAL REPURCHASE AGREEMENT				225,000
TOTAL INVESTMENTS (Cost $7,630,503) — 101.0%				7,640,605
OTHER ASSETS AND LIABILITIES, NET — (1.0)%				(76,565	)
NET ASSETS — 100.0%			$	7,564,040

‡ Real Estate Investment Trust.

(A) Security exempt from registration under the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of July 31, 2014, these securities amounted to $406,832 or 5.38% of net assets of the Fund. These securities have been deemed liquid by the Board of Directors.

ETF — Exchange-Traded Fund

LLC — Limited Liability Company

MTN — Medium Term Note

PLC — Public Limited Company

60

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM 1- to 5-Year Corporate Bond Portfolio • Schedule of Investments
July 31, 2014 (unaudited)
 

The following is a list of the inputs used as of July 31, 2014 in valuing the Fund’s investments carried at value:

	Level 1		Level 2		Level 3		Total
Investments in Securities
Corporate Obligations	$	—	$	6,919,779	$	—	$	6,919,779
Registered Investment Company		384,175		—		—		384,175
U.S. Treasury Obligations		—		111,651		—		111,651
Repurchase Agreement		—		225,000		—		225,000
Total Investments in Securities	$	384,175	$	7,256,430	$	—	$	7,640,605

For the period ended July 31, 2014, there have been no transfers between Level 1, Level 2 and Level 3 assets and liabilities.

For more information on valuation inputs, see Note 2 — Significant Accounting Policies in the Notes to Financial Statements.

Please see accompanying notes to financial statements.

61

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM 5- to 10-Year Corporate Bond Portfolio • Schedule of Investments
July 31, 2014 (unaudited)
 

DESCRIPTION	PRINCIPAL AMOUNT		VALUE
CORPORATE OBLIGATIONS — 86.6%
CONSUMER DISCRETIONARY — 6.0%
Comcast
2.85%, 1/15/23	$	65,000	$	63,866
Discovery Communications
3.25%, 4/1/23		50,000		48,504
Ford Motor Credit LLC
5.88%, 8/2/21		160,000		186,339
NBCUniversal Media LLC
4.38%, 4/1/21		30,000		32,858
Time Warner
3.55%, 6/1/24		25,000		24,620
				356,187
CONSUMER STAPLES — 8.1%
Anheuser-Busch InBev Worldwide
5.38%, 1/15/20		135,000		154,443
Coca-Cola
2.45%, 11/1/20		105,000		105,595
CVS Caremark
2.75%, 12/1/22		65,000		62,571
2.25%, 12/5/18		85,000		85,683
SABMiller Holdings
3.75%, 1/15/22 (A)		75,000		77,682
				485,974
ENERGY — 10.2%
Canadian Natural Resources
3.80%, 4/15/24		50,000		51,073
3.45%, 11/15/21		95,000		98,239
ConocoPhillips
5.75%, 2/1/19		80,000		92,422
Enbridge
4.00%, 10/1/23		60,000		62,207
Enterprise Products Operating
3.35%, 3/15/23		25,000		24,840
Exxon Mobil
3.18%, 3/15/24		50,000		50,935
Phillips 66
4.30%, 4/1/22		75,000		79,820
Statoil
2.90%, 11/8/20		75,000		76,523
TransCanada PipeLines
2.50%, 8/1/22		75,000		71,960
				608,019
FINANCIALS — 33.6%
AvalonBay Communities
2.95%, 9/15/22‡		70,000		68,384
Bank of America
4.10%, 7/24/23		160,000		164,156

DESCRIPTION	PRINCIPAL AMOUNT		VALUE
Bank of America MTN
5.63%, 7/1/20	$	65,000	$	74,296
Bank of Nova Scotia
4.38%, 1/13/21		90,000		99,156
BB&T MTN
2.25%, 2/1/19		80,000		80,397
CDP Financial
4.40%, 11/25/19 (A)		25,000		27,586
Citigroup
3.75%, 6/16/24		150,000		149,309
Commonwealth Bank of Australia NY
2.25%, 3/13/19		50,000		50,138
ERP Operating
4.63%, 12/15/21‡		50,000		54,947
General Electric Capital
2.10%, 12/11/19		150,000		149,298
General Electric Capital MTN
3.15%, 9/7/22		50,000		49,925
John Deere Capital
1.70%, 1/15/20		140,000		136,450
JPMorgan Chase
4.95%, 3/25/20		50,000		55,634
3.25%, 9/23/22		115,000		114,378
Metropolitan Life Global Funding I
3.00%, 1/10/23 (A)		90,000		89,032
2.30%, 4/10/19 (A)		30,000		30,238
1.50%, 1/10/18 (A)		25,000		24,790
Northern Trust
2.38%, 8/2/22		25,000		24,003
PNC Funding
4.38%, 8/11/20		75,000		82,188
3.30%, 3/8/22		80,000		81,386
Royal Bank of Canada MTN
2.15%, 3/15/19		45,000		45,124
Simon Property Group
2.20%, 2/1/19‡		50,000		50,250
US Bancorp MTN
4.13%, 5/24/21		50,000		54,154
3.70%, 1/30/24		115,000		118,637
Wells Fargo MTN
3.50%, 3/8/22		125,000		128,904
				2,002,760
INDUSTRIALS — 11.0%
Burlington Northern Santa Fe LLC
3.05%, 9/1/22		70,000		69,326
Canadian Pacific Railway
4.50%, 1/15/22		50,000		54,844

62

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM 5- to 10-Year Corporate Bond Portfolio • Schedule of Investments
July 31, 2014 (unaudited)
 

DESCRIPTION	PRINCIPAL AMOUNT		VALUE
INDUSTRIALS (continued)
Caterpillar
3.90%, 5/27/21	$	100,000	$	107,714
Eaton
2.75%, 11/2/22		50,000		48,217
Lockheed Martin
3.35%, 9/15/21		40,000		41,367
Norfolk Southern
3.85%, 1/15/24		85,000		88,027
Raytheon
3.13%, 10/15/20		50,000		51,386
2.50%, 12/15/22		50,000		47,818
Union Pacific
4.16%, 7/15/22		65,000		70,481
United Technologies
6.13%, 2/1/19		65,000		76,223
				655,403
INFORMATION TECHNOLOGY — 4.6%
Apple
2.85%, 5/6/21		90,000		90,338
Cisco Systems
3.63%, 3/4/24		55,000		56,225
International Business Machines
1.88%, 5/15/19		75,000		74,365
Oracle
2.38%, 1/15/19		50,000		50,705
				271,633
MATERIALS — 1.1%
BHP Billiton Finance USA
3.25%, 11/21/21		65,000		66,644
TELECOMMUNICATION SERVICES — 6.3%
AT&T
3.90%, 3/11/24		50,000		51,675
3.00%, 2/15/22		70,000		69,366
Verizon Communications
5.15%, 9/15/23		110,000		121,734
4.50%, 9/15/20		125,000		136,075
				378,850
UTILITIES — 5.7%
Consolidated Edison
4.45%, 6/15/20		75,000		82,537
Duke Energy Carolinas LLC
3.90%, 6/15/21		115,000		124,291
PacifiCorp
2.95%, 2/1/22		135,000		136,122
				342,950
TOTAL CORPORATE OBLIGATIONS				5,168,420

DESCRIPTION	SHARES/ PRINCIPAL AMOUNT		VALUE
REGISTERED INVESTMENT COMPANY — 5.0%
Vanguard Intermediate-Term Corporate Bond ETF		3,440	$	296,253
TOTAL REGISTERED INVESTMENT COMPANY				296,253
U.S. TREASURY OBLIGATIONS — 4.4%
U.S. Treasury Notes
2.75%, 2/15/24	$	180,000		183,375
1.75%, 5/15/23		37,000		34,892
1.63%, 11/15/22		50,000		47,051
TOTAL U.S. TREASURY OBLIGATIONS				265,318
REGIONAL GOVERNMENT OBLIGATION — 1.5%
Province of Quebec Canada
3.50%, 7/29/20		85,000		90,380
TOTAL REGIONAL GOVERNMENT OBLIGATION				90,380
REPURCHASE AGREEMENT — 2.4%
Counterparty: Bank of Nova Scotia 0.08% dated 7/31/14, due 8/1/14 in the amount of $146,000, fully collateralized by a $149,000 U.S. Treasury obligation, coupon 0.00%, maturity 1/28/15, value $148,936		146,000		146,000
TOTAL REPURCHASE AGREEMENT				146,000
TOTAL INVESTMENTS (Cost $5,874,955) — 99.9%				5,966,371
OTHER ASSETS AND LIABILITIES, NET — 0.1%				3,803
NET ASSETS — 100.0%			$	5,970,174

‡ Real Estate Investment Trust.

(A) Security exempt from registration under the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of July 31, 2014, these securities amounted to $249,328 or 4.18% of net assets of the Fund. These securities have been deemed liquid by the Board of Directors.

ETF — Exchange-Traded Fund

LLC — Limited Liability Company

MTN — Medium Term Note

63

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM 5- to 10-Year Corporate Bond Portfolio • Schedule of Investments
July 31, 2014 (unaudited)
 

The following is a list of the inputs used as of July 31, 2014 in valuing the Fund’s investments carried at value:

	Level 1		Level 2		Level 3		Total
Investments in Securities
Corporate Obligations	$	—	$	5,168,420	$	—	$	5,168,420
Registered Investment Company		296,253		—		—		296,253
U.S. Treasury Obligations		—		265,318		—		265,318
Regional Government Obligation		—		90,380		—		90,380
Repurchase Agreement		—		146,000		—		146,000
Total Investments in Securities	$	296,253	$	5,670,118	$	—	$	5,966,371

For the period ended July 31, 2014, there have been no transfers between Level 1, Level 2 and Level 3 assets and liabilities.

For more information on valuation inputs, see Note 2 — Significant Accounting Policies in the Notes to Financial Statements.

Please see accompanying notes to financial statements.

64

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM U.S. Equity Shareholder Yield Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

DESCRIPTION	SHARES		VALUE
COMMON STOCK — 98.8%
CONSUMER DISCRETIONARY — 6.3%
Genuine Parts		728	$	60,293
Home Depot		764		61,769
Mattel		2,145		75,987
McDonald's		706		66,759
Regal Entertainment Group, Cl A		2,362		45,965
Time Warner		1,234		102,447
				413,220
CONSUMER STAPLES — 16.8%
Altria Group		2,775		112,665
Campbell Soup		1,461		60,763
Coca-Cola		1,350		53,041
Coca-Cola Enterprises		1,310		59,540
Colgate-Palmolive		506		32,080
CVS Caremark		879		67,120
Hershey		471		41,519
Kimberly-Clark		977		101,481
Kraft Foods Group		1,363		73,036
Lorillard		1,412		85,398
Molson Coors Brewing, Cl B		1,052		71,042
PepsiCo		426		37,531
Philip Morris International		1,186		97,264
Procter & Gamble		879		67,964
Reynolds American		1,718		95,950
Wal-Mart Stores		755		55,553
				1,111,947
ENERGY — 8.9%
ConocoPhillips		1,354		111,705
Enterprise Products Partners (A)		679		50,654
Exxon Mobil		364		36,014
Kinder Morgan Energy Partners (A)		697		56,471
MarkWest Energy Partners (A)		595		41,531
ONEOK		1,150		74,095
ONEOK Partners (A)		679		38,078
Royal Dutch Shell PLC ADR, Cl A		839		68,655
Spectra Energy		1,510		61,789
Targa Resources Partners (A)		719		48,087
				587,079
FINANCIALS — 9.0%
Arthur J Gallagher		2,002		90,090
BlackRock, Cl A		186		56,680
CME Group, Cl A		1,141		84,366
Commonwealth Bank of Australia ADR		493		37,941
Corrections Corp of America‡		1,381		44,496
Health Care‡		1,190		75,720

DESCRIPTION	SHARES		VALUE
M&T Bank		431	$	52,366
Marsh & McLennan		1,114		56,558
People's United Financial		2,966		43,066
Wells Fargo		1,066		54,259
				595,542
HEALTH CARE — 6.4%
AbbVie		2,091		109,443
Johnson & Johnson		1,079		107,997
Medtronic		684		42,230
Merck		1,221		69,280
Pfizer		1,496		42,935
UnitedHealth Group		644		52,196
				424,081
INDUSTRIALS — 16.2%
3M		670		94,396
Boeing		342		41,204
Deere		400		34,044
Deluxe		1,412		77,674
Eaton PLC		1,141		77,497
Emerson Electric		1,363		86,755
General Dynamics		662		77,302
Honeywell International		662		60,791
Lockheed Martin		648		108,197
Raytheon		1,039		94,310
Republic Services, Cl A		1,554		58,943
RR Donnelley & Sons		2,762		47,948
United Parcel Service, Cl B		653		63,400
United Technologies		559		58,779
Waste Management		2,016		90,498
				1,071,738
INFORMATION TECHNOLOGY — 10.5%
Apple		684		65,370
Automatic Data Processing		1,035		84,156
Intel		1,274		43,176
KLA-Tencor		1,008		72,062
Linear Technology		693		30,585
Microchip Technology		1,816		81,756
Microsoft		1,541		66,510
Oracle		1,656		66,886
Paychex		1,794		73,572
Seagate Technology PLC		1,829		107,179
				691,252
MATERIALS — 5.4%
Bemis		1,336		52,117
BHP Billiton ADR		755		53,673
Dow Chemical		1,572		80,282
EI du Pont de Nemours		804		51,705
Potash Corp of Saskatchewan		2,247		79,746
RPM International		910		40,204
				357,727

65

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM U.S. Equity Shareholder Yield Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

DESCRIPTION	SHARES		VALUE
TELECOMMUNICATION SERVICES — 5.2%
AT&T		2,642	$	94,029
CenturyLink		2,790		109,479
Verizon Communications		1,674		84,403
Vodafone Group PLC ADR		1,736		57,670
				345,581
UTILITIES — 14.1%
Ameren		1,723		66,249
CMS Energy		2,149		62,171
Dominion Resources		924		62,500
Duke Energy		1,376		99,251
Entergy		528		38,454
NiSource		2,540		95,707
Northeast Utilities		1,718		75,420
PPL		2,615		86,269
SCANA		781		39,737
Southern		1,048		45,368
TECO Energy		2,700		47,142
Vectren		1,212		46,165
Westar Energy, Cl A		1,248		44,978
WGL Holdings		844		32,899
Wisconsin Energy		2,025		88,250
				930,560
TOTAL COMMON STOCK				6,528,727
TOTAL INVESTMENTS (Cost $5,601,057) — 98.8%				6,528,727
OTHER ASSETS AND LIABILITIES, NET — 1.2%				81,638
NET ASSETS — 100.0%			$	6,610,365

‡ Real Estate Investment Trust.

(A) Security considered Master Limited Partnership. At July 31, 2014, these securities amounted to $234,821 or 3.55% of net assets.

ADR — American Depositary Receipt

Cl — Class

PLC — Public Limited Company

As of July 31, 2014, all of the Fund’s investments in securities were considered Level 1, in accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP.

For the period ended July 31, 2014, there have been no transfers between Level 1, Level 2 and Level 3 assets and liabilities.

For more information on valuation inputs, see Note 2 — Significant Accounting Policies in the Notes to Financial Statements.

Please see accompanying notes to financial statements.

66

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM U.S. Large Cap Core Equity Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

DESCRIPTION	SHARES		VALUE
COMMON STOCK — 95.2%
CONSUMER DISCRETIONARY — 11.8%
Comcast, Cl A		1,285	$	68,709
Delphi Automotive PLC		1,105		73,814
Genuine Parts		810		67,084
Home Depot		1,345		108,743
Kohl's		1,980		106,009
McDonald's		1,240		117,255
Time Warner		2,155		178,908
TJX		2,240		119,370
				839,892
CONSUMER STAPLES — 5.7%
Colgate-Palmolive		1,155		73,227
CVS Caremark		2,005		153,102
JM Smucker		630		62,773
PepsiCo		1,315		115,851
				404,953
ENERGY — 8.7%
Cameron International*		1,360		96,438
Devon Energy		1,370		103,435
Exxon Mobil		1,265		125,159
National Oilwell Varco		1,760		142,630
Occidental Petroleum		1,545		150,962
				618,624
FINANCIALS — 19.1%
American Express		1,130		99,440
American International Group		2,145		111,497
Ameriprise Financial		945		113,022
BlackRock, Cl A		618		188,323
CIT Group		2,735		134,316
Citigroup		2,185		106,868
CME Group, Cl A		2,005		148,250
Marsh & McLennan		2,640		134,033
MetLife		1,960		103,096
Morgan Stanley		3,430		110,926
Northern Trust		1,690		113,044
				1,362,815
HEALTH CARE — 10.3%
Abbott Laboratories		2,875		121,095
AbbVie		2,140		112,008
Aetna		1,640		127,149
Agilent Technologies		2,650		148,638
AmerisourceBergen, Cl A		1,060		81,525
UnitedHealth Group		1,790		145,079
				735,494
INDUSTRIALS — 8.5%
Boeing		1,595		192,166
Danaher		2,030		149,977

DESCRIPTION	SHARES		VALUE
Ingersoll-Rand PLC		1,660	$	97,591
Rockwell Collins		1,045		76,567
United Technologies		875		92,006
				608,307
INFORMATION TECHNOLOGY — 21.2%
Apple		2,770		264,729
Applied Materials		5,580		116,957
Check Point Software Technologies*		1,055		71,603
Citrix Systems*		1,735		117,512
Fidelity National Information Services		2,235		126,054
Microsoft		5,800		250,328
Oracle		4,255		171,859
Seagate Technology PLC		1,850		108,410
Texas Instruments		3,100		143,375
Visa, Cl A		640		135,046
				1,505,873
MATERIALS — 5.3%
Ecolab		240		26,047
EI du Pont de Nemours		1,690		108,684
International Paper		2,220		105,450
Praxair		1,070		137,110
				377,291
TELECOMMUNICATION SERVICES — 1.8%
CenturyLink		3,230		126,745
UTILITIES — 2.8%
Northeast Utilities		2,120		93,068
Wisconsin Energy		2,465		107,425
				200,493
TOTAL COMMON STOCK				6,780,487
TOTAL INVESTMENTS (Cost $5,595,995) — 95.2%				6,780,487
OTHER ASSETS AND LIABILITIES, NET — 4.8%				340,426
NET ASSETS — 100.0%			$	7,120,913

* Non-income producing security.

Cl — Class

PLC — Public Limited Company

As of July 31, 2014, all of the Fund’s investments in securities were considered Level 1, in accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP.

For the period ended July 31, 2014, there have been no transfers between Level 1, Level 2 and Level 3 assets and liabilities.

For more information on valuation inputs, see Note 2 — Significant Accounting Policies in the Notes to Financial Statements.

Please see accompanying notes to financial statements.

67

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM Global Equity Shareholder Yield Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

DESCRIPTION	SHARES		VALUE
FOREIGN COMMON STOCK — 55.8%
AUSTRALIA — 3.6%
BHP Billiton		1,650	$	58,586
Commonwealth Bank of Australia		595		45,892
Telstra		24,755		125,535
Westpac Banking		1,780		56,604
				286,617
BELGIUM — 0.6%
Anheuser-Busch InBev		425		45,871
CANADA — 4.0%
BCE		3,130		141,752
Potash Corp of Saskatchewan		1,775		62,995
Rogers Communications, Cl B		1,260		49,205
Shaw Communications, Cl B		2,840		69,597
				323,549
FRANCE — 8.6%
Electricite de France		3,875		125,177
Sanofi		580		60,894
SCOR		2,375		76,401
Total SA		2,275		146,725
Unibail-Rodamco‡		215		57,714
Vinci		2,105		145,272
Vivendi		3,050		76,549
				688,732
GERMANY — 6.7%
Allianz SE		360		59,935
BASF		1,010		104,529
Daimler		1,235		101,910
Deutsche Post		1,290		41,273
Deutsche Telekom		8,065		130,876
Muenchener Rueckversicherungs		490		103,964
				542,487
ITALY — 1.6%
Terna Rete Elettrica Nazionale		25,220		132,637
NETHERLANDS — 0.6%
Wolters Kluwer		1,695		46,962
NORWAY — 3.2%
Orkla		8,155		73,815
Statoil ASA		2,480		70,865
Yara International		2,400		109,991
				254,671

DESCRIPTION	SHARES		VALUE
PHILIPPINES — 0.6%
Philippine Long Distance Telephone ADR		715	$	50,307
SWEDEN — 1.0%
Svenska Handelsbanken, Cl A		1,675		80,669
SWITZERLAND — 4.5%
Nestle SA		625		46,275
Novartis AG		915		79,604
Roche Holding AG		325		94,317
Swisscom		250		138,800
				358,996
UNITED KINGDOM — 20.8%
AstraZeneca PLC ADR		665		48,405
BAE Systems PLC		16,685		120,248
British American Tobacco PLC		1,730		101,348
Centrica PLC		21,175		110,332
Compass Group PLC		6,211		101,206
Diageo PLC ADR		345		41,476
GlaxoSmithKline PLC		5,610		135,195
Imperial Tobacco Group PLC		3,635		157,374
National Grid PLC		10,335		147,204
Pearson PLC		3,610		69,542
Royal Dutch Shell PLC ADR, Cl A		1,640		134,201
Severn Trent PLC		1,825		59,537
SSE PLC		4,305		105,727
Unilever PLC		1,390		60,057
United Utilities Group		9,015		135,122
Vodafone Group PLC		33,030		109,993
WM Morrison Supermarkets PLC		12,135		34,443
				1,671,410
TOTAL FOREIGN COMMON STOCK				4,482,908
COMMON STOCK — 42.7%
UNITED STATES — 42.7%
CONSUMER DISCRETIONARY — 2.1%
Mattel		1,825		64,651
McDonald's		505		47,753
Regal Entertainment Group, Cl A		2,945		57,310
				169,714

68

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM Global Equity Shareholder Yield Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

DESCRIPTION	SHARES		VALUE
CONSUMER STAPLES — 8.1%
Altria Group		3,510	$	142,506
Coca-Cola		1,110		43,612
Kimberly-Clark		685		71,151
Lorillard		2,450		148,176
PepsiCo		520		45,812
Philip Morris International		960		78,730
Reynolds American		2,220		123,987
				653,974
ENERGY — 4.6%
ConocoPhillips		1,025		84,562
Enterprise Products Partners (A)		900		67,140
Kinder Morgan Energy Partners (A)		1,270		102,895
MarkWest Energy Partners (A)		750		52,350
Targa Resources Partners (A)		880		58,854
				365,801
FINANCIALS — 5.5%
Arthur J Gallagher		955		42,975
CME Group, Cl A		1,105		81,704
Corrections Corp of America‡		2,245		72,334
Health Care‡		2,020		128,533
People's United Financial		3,640		52,853
Wells Fargo		1,295		65,916
				444,315
HEALTH CARE — 2.1%
AbbVie		1,135		59,406
Johnson & Johnson		480		48,043
Merck		1,065		60,428
				167,877
INDUSTRIALS — 3.7%
Deere		445		37,874
Emerson Electric		715		45,510
Lockheed Martin		635		106,026
RR Donnelley & Sons		3,435		59,632
Waste Management		1,000		44,890
				293,932
INFORMATION TECHNOLOGY — 3.6%
Apple		820		78,367
Automatic Data Processing		605		49,193
KLA-Tencor		705		50,400
Microchip Technology		1,265		56,950
Microsoft		1,240		53,518
				288,428

DESCRIPTION	SHARES		VALUE
MATERIALS — 1.6%
Dow Chemical		1,540	$	78,648
EI du Pont de Nemours		710		45,660
				124,308
TELECOMMUNICATION SERVICES — 4.8%
AT&T		3,445		122,608
CenturyLink		3,110		122,036
Verizon Communications		2,844		143,394
				388,038
UTILITIES — 6.6%
Ameren		2,450		94,202
Dominion Resources		625		42,275
Duke Energy		1,740		125,506
PPL		3,665		120,908
Southern		1,340		58,009
TECO Energy		5,265		91,927
				532,827
TOTAL COMMON STOCK				3,429,214
TOTAL INVESTMENTS (Cost $7,240,193) — 98.5%				7,912,122
OTHER ASSETS AND LIABILITIES, NET — 1.5%				121,616
NET ASSETS — 100.0%			$	8,033,738

‡ Real Estate Investment Trust.

(A) Security considered Master Limited Partnership. At July 31, 2014, these securities amounted to $281,239 or 3.50% of net assets.

ADR — American Depositary Receipt

Cl — Class

PLC — Public Limited Company

69

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM Global Equity Shareholder Yield Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

The following is a list of the inputs used as of July 31, 2014 in valuing the Fund’s investments carried at value:

	Level 1		Level 2		Level 3		Total
Investments in Securities
Foreign Common Stock
Australia	$	—	$	286,617	$	—	$	286,617
Belgium		—		45,871		—		45,871
Canada		323,549		—		—		323,549
France		—		688,732		—		688,732
Germany		—		542,487		—		542,487
Italy		—		132,637		—		132,637
Netherlands		—		46,962		—		46,962
Norway		109,991		144,680		—		254,671
Philippines		50,307		—		—		50,307
Sweden		—		80,669		—		80,669
Switzerland		—		358,996		—		358,996
United Kingdom		293,624		1,377,786		—		1,671,410
Common Stock
United States		3,429,214		—		—		3,429,214
Total Investments in Securities	$	4,206,685	$	3,705,437	$	—	$	7,912,122

For the period ended July 31, 2014, there were transfers between Level 1 and Level 2 assets and liabilities. The primary reason for changes in the classifications between Levels 1 and 2 occurs when foreign equity securities are fair valued using other observable market-based inputs in place of the closing exchange price due to events occurring after the close of the exchange or market on which the investment is principally traded.

For the period ended July 31, 2014, there have been no transfers between Level 2 and Level 3 assets and liabilities.

For more information on valuation inputs, see Note 2 — Significant Accounting Policies in the Notes to Financial Statements.

Please see accompanying notes to financial statements.

70

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM Global Low Volatility Equity Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

DESCRIPTION	SHARES		VALUE
FOREIGN COMMON STOCK — 67.4%
AUSTRALIA — 12.1%
AGL Energy		6,352	$	86,584
Amcor		8,922		85,395
Asciano		4,291		23,819
Brambles		8,524		73,793
CFS Retail Property Trust Group‡		39,395		78,959
Coca-Cola Amatil		4,832		41,208
Crown		5,857		87,645
Dexus Property Group‡		81,929		90,016
GPT Group, Cl Miscellaneous‡		22,698		85,457
Mirvac Group‡		35,416		59,244
Orica		2,436		49,200
Origin Energy		4,039		53,192
Scentre Group‡ *		9,911		31,315
Sonic Healthcare Limited		5,539		92,646
SP AusNet, Cl Miscellaneous		72,555		90,376
Stockland‡		18,814		70,473
Tatts Group		29,318		96,277
Telstra		17,132		86,878
Wesfarmers		313		12,675
Westfield‡		7,955		55,296
Woolworths		2,450		83,507
				1,433,955
BELGIUM — 1.4%
Belgacom		2,889		94,408
Colruyt		1,572		76,127
				170,535
CANADA — 11.1%
Bank of Montreal		1,200		89,443
Bank of Nova Scotia		1,300		88,240
BCE		1,850		83,783
Bell Aliant		1,700		48,177
Canadian Imperial Bank of Commerce		950		88,182
Canadian National Railway		1,200		80,220
CI Financial		2,200		71,225
Fairfax Financial Holdings		100		47,081
First Capital Realty		5,100		88,263
Fortis, Cl Common		2,900		89,233
Intact Financial, Cl Common		1,350		90,037
Metro, Cl A		450		29,340
RioCan, Cl Trust Unit‡		2,500		62,090
Rogers Communications, Cl B		1,200		46,862

DESCRIPTION	SHARES		VALUE
Shaw Communications, Cl B		3,500	$	85,771
TELUS		1,700		59,341
Tim Hortons		1,450		81,001
TransCanada		1,550		77,759
				1,306,048
CHINA — 0.7%
China BlueChemical		9,000		4,635
China Petroleum & Chemical, Cl H		85,800		83,999
				88,634
COLOMBIA — 0.4%
Banco Davivienda, Cl Preference		1,923		32,563
Isagen ESP		6,122		10,586
				43,149
DENMARK — 1.1%
Tryg		586		59,041
William Demant Holding*		782		67,995
				127,036
FRANCE — 4.1%
Aeroports de Paris		595		81,502
Air Liquide		654		83,224
Bureau Veritas		2,340		60,351
Danone		1,042		75,264
L’Oreal		77		13,002
Societe BIC		644		88,790
Sodexo		785		78,020
Zodiac Aerospace		160		5,010
				485,163
GERMANY — 2.2%
Fresenius		602		90,023
Fresenius Medical Care		1,273		88,241
Hannover Rueckversicherung		920		78,534
				256,798
HONG KONG — 4.0%
Beijing Enterprises Holdings		8,750		76,194
Cheung Kong Infrastructure Holdings		11,000		77,496
China Mobile		8,250		90,145
CLP Holdings		10,250		85,266
Guangdong Investment		25,000		28,036
Kunlun Energy		30,000		50,953
Power Assets Holdings		7,750		69,225
				477,315

71

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM Global Low Volatility Equity Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

DESCRIPTION	SHARES		VALUE
JAPAN — 5.3%
Aeon		1,250	$	14,035
Ajinomoto		4,500		69,175
FamilyMart		1,650		74,103
Hankyu Hanshin Holdings		9,500		55,308
Lawson		1,000		74,886
Nippon Telegraph & Telephone		1,200		79,685
Nissin Foods Holdings		1,650		90,661
Nitori Holdings		1,900		106,725
Taisho Pharmaceutical Holdings		300		21,356
Tobu Railway		1,000		5,236
Tokyo Gas		1,000		5,713
USS		2,000		34,939
				631,822
LUXEMBOURG — 0.8%
SES		2,703		99,354
MALAYSIA — 4.4%
Alliance Financial Group		42,000		64,056
Berjaya Sports		70,527		84,872
Digi Swisscom Berhad		37,700		66,955
Malayan Banking		24,000		74,031
Maxis Berhad		32,600		68,860
Public Bank		13,800		85,296
Sime Darby Berhad		23,600		70,143
				514,213
NETHERLANDS — 0.9%
Koninklijke Ahold		756		13,182
Koninklijke Vopak		1,156		53,511
Unilever		895		36,835
				103,528
NEW ZEALAND — 0.3%
Contact Energy		8,662		40,676
SINGAPORE — 3.2%
ComfortDelGro		33,500		69,236
Singapore Press Holdings		23,500		78,082
Singapore Technologies Engineering		22,500		68,331
Singapore Telecommunications		26,000		84,565
StarHub		22,000		74,949
				375,163

DESCRIPTION	SHARES		VALUE
SOUTH AFRICA — 0.1%
AngloGold Ashanti		287	$	4,921
Gold Fields		1,818		7,167
				12,088
SOUTH KOREA — 0.7%
Dongbu Insurance		914		51,749
KT&G		324		31,396
				83,145
SWEDEN — 0.7%
TeliaSonera		10,406		77,938
SWITZERLAND — 2.5%
Nestle SA		1,155		85,516
Schindler Holding		290		42,955
Swiss Prime Site		1,030		81,736
Swisscom		161		89,388
				299,595
TAIWAN — 1.8%
Chunghwa Telecom ADR		2,800		84,728
Taiwan Mobile		12,000		36,727
Taiwan Semiconductor Manufacturing ADR		4,350		87,000
				208,455
UNITED KINGDOM — 9.6%
AstraZeneca PLC		775		56,588
Babcock International Group PLC		1,511		27,925
Centrica PLC		14,251		74,254
Compass Group PLC		5,447		88,757
Diageo		2,380		71,477
G4S PLC		7,716		32,651
GlaxoSmithKline PLC		3,213		77,430
National Grid PLC		6,513		92,766
Next PLC		764		87,197
Pearson PLC		3,695		71,179
Reckitt Benckiser Group PLC		1,037		91,544
Severn Trent PLC		2,077		67,758
Shire PLC		474		39,014
SSE PLC		3,350		82,273
United Utilities Group		6,991		104,785
Whitbread PLC		420		30,415
WM Morrison Supermarkets PLC		11,861		33,665
				1,129,678
TOTAL FOREIGN COMMON STOCK				7,964,288

72

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM Global Low Volatility Equity Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

DESCRIPTION	SHARES		VALUE
COMMON STOCK — 30.6%
UNITED STATES — 30.6%
CONSUMER DISCRETIONARY — 2.6%
AutoZone*		150	$	77,554
McDonald’s		850		80,376
PetSmart		1,200		81,768
TJX		1,200		63,948
				303,646
CONSUMER STAPLES — 8.7%
Campbell Soup		1,250		51,987
Church & Dwight		350		22,463
Clorox		900		78,183
Coca-Cola		1,850		72,686
Colgate-Palmolive		1,300		82,420
Costco Wholesale		150		17,631
Dr Pepper Snapple Group		1,500		88,140
General Mills		1,550		77,733
Hershey		850		74,928
Hormel Foods		550		24,893
Kellogg		1,150		68,805
Kimberly-Clark		750		77,903
McCormick		1,050		69,069
PepsiCo		950		83,695
Procter & Gamble		850		65,722
Wal-Mart Stores		1,050		77,259
				1,033,517
FINANCIALS — 4.6%
American Capital Agency‡		2,150		49,708
Annaly Capital Management‡		4,700		52,170
Arch Capital Group*		1,400		74,830
Berkshire Hathaway, Cl B*		600		75,258
Chubb		900		78,039
RenaissanceRe Holdings		800		78,248
US Bancorp		1,300		54,639
WR Berkley		1,750		78,067
				540,959
HEALTH CARE — 1.8%
Cardinal Health		1,350		96,727
Eli Lilly		1,300		79,378
Johnson & Johnson		350		35,032
				211,137
INDUSTRIALS — 1.6%
Lockheed Martin		700		116,879
Precision Castparts		300		68,640
				185,519

DESCRIPTION	SHARES		VALUE
INFORMATION TECHNOLOGY — 0.9%
International Business Machines		300	$	57,501
Synopsys*		1,500		56,655
				114,156
MATERIALS — 0.6%
Sigma-Aldrich		700		70,294
TELECOMMUNICATION SERVICES — 0.1%
Verizon Communications		295		14,874
UTILITIES — 9.7%
Ameren		150		5,767
American Electric Power		150		7,798
American Water Works		1,800		85,986
CMS Energy		1,950		56,413
Consolidated Edison		1,250		70,112
Dominion Resources		1,300		87,932
DTE Energy		1,150		84,893
Duke Energy		1,050		75,737
Entergy		1,100		80,113
Pinnacle West Capital		1,250		66,863
PPL		2,400		79,176
Public Service Enterprise Group		1,300		45,721
SCANA		1,500		76,320
Sempra Energy		800		79,768
Southern		1,950		84,416
Wisconsin Energy		1,800		78,444
Xcel Energy		2,550		78,540
				1,143,999
TOTAL COMMON STOCK				3,618,101
REGISTERED INVESTMENT COMPANIES — 0.6%
United States — 0.6%
iShares MSCI EAFE Index Fund		400		26,636
SPDR S&P 500 ETF		200		38,618
TOTAL REGISTERED INVESTMENT COMPANIES				65,254
TOTAL INVESTMENTS (Cost $10,957,675) — 98.6%				11,647,643
OTHER ASSETS AND LIABILITIES, NET — 1.4%				166,585
NET ASSETS — 100.0%			$	11,814,228

73

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM Global Low Volatility Equity Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

A list of the open forward foreign currency exchange contracts held by the Fund at July 31, 2014, is as follows⁽¹⁾:

Settlement Date	Currency to Deliver				Currency to Receive				Unrealized Appreciation (Depreciation)
8/29/14		AUD		1,477,200		USD		1,388,875	$	18,565
8/29/14		CAD		1,393,000		USD		1,295,144		18,372
8/29/14		CHF		272,150		USD		301,542		2,012
8/29/14		DKK		682,000		USD		123,139		637
8/29/14		EUR		796,500		USD		1,072,875		6,241
8/29/14		GBP		650,200		USD		1,103,298		5,794
8/29/14		HKD		4,164,000		USD		537,260		(54	)
8/29/14		JPY		60,981,000		USD		599,236		6,323
8/29/14		NZD		46,500		USD		39,807		405
8/29/14		SEK		453,000		USD		66,200		539
8/29/14		SGD		437,000		USD		352,167		1,867
8/29/14		USD		32,379		CAD		35,000		(300	)
									$	60,401

(1) Counterparty is BNY Mellon.

For the period ended July 31, 2014, the total amount of all open forward foreign currency exchange contracts, as presented in the table above, are representative of the volume of activity for this derivative type during the period.

* Non-income producing security.

‡ Real Estate Investment Trust.

ADR — American Depositary Receipt

AUD — Australian Dollar

BNY — Bank of New York

CAD — Canadian Dollar

CHF — Swiss Franc

Cl — Class

DKK — Danish Krone

EAFE — Europe, Australasia and Far East

ETF — Exchange-Traded Fund

EUR — Euro

GBP — British Pound Sterling

HKD — Hong Kong Dollar

JPY — Japanese Yen

MSCI — Morgan Stanley Capital International

NZD — New Zealand Dollar

PLC — Public Limited Company

S&P — Standard & Poor’s

SEK — Swedish Krone

SGD — Singapore Dollar

SPDR — Standard & Poor’s Depositary Receipt

USD — U.S. Dollar

The following is a list of the inputs used as of July 31, 2014 in valuing the Fund’s investments carried at value:

	Level 1		Level 2		Level 3		Total
Investments in Securities
Foreign Common Stock
Australia	$	86,611	$	1,347,344	$	—	$	1,433,955
Belgium		—		170,535		—		170,535
Canada		1,306,048		—		—		1,306,048
China		—		88,634		—		88,634
Colombia		43,149		—		—		43,149
Denmark		—		127,036		—		127,036
France		—		485,163		—		485,163
Germany		—		256,798		—		256,798
Hong Kong		—		477,315		—		477,315
Japan		—		631,822		—		631,822
Luxembourg		99,354		—		—		99,354
Malaysia		—		514,213		—		514,213
Netherlands		—		103,528		—		103,528
New Zealand		—		40,676		—		40,676
Singapore		—		375,163		—		375,163
South Africa		—		12,088		—		12,088
South Korea		31,396		51,749		—		83,145
Sweden		—		77,938		—		77,938
Switzerland		—		299,595		—		299,595
Taiwan		171,728		36,727		—		208,455
United Kingdom		71,179		1,058,499		—		1,129,678
Common Stock
United States		3,557,750		60,351		—		3,618,101
Registered Investment Companies		65,254		—		—		65,254
Total Investments in Securities	$	5,432,469	$	6,215,174	$	—	$	11,647,643

	Level 1		Level 2			Level 3		Total
Other Financial Instruments
Forward Foreign Currency Exchange Contracts*
Unrealized Appreciation	$	—	$	60,755		$	—	$	60,755
Unrealized Depreciation	$	—	$	(354	)	$	—	$	(354	)
Total Other Financial Instruments	$	—	$	60,401		$	—	$	60,401

* Forward foreign currency exchange contracts are valued at the unrealized appreciation (depreciation) on the instrument.

74

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM Global Low Volatility Equity Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

For the period ended July 31, 2014, there were transfers between Level 1 and Level 2 assets and liabilities. The primary reason for changes in the classifications between Levels 1 and 2 occurs when foreign equity securities are fair valued using other observable market-based inputs in place of the closing exchange price due to events occurring after the close of the exchange or market on which the investment is principally traded.

For the period ended July 31, 2014, there have been no transfers between Level 2 and Level 3 assets and liabilities.

For more information on valuation inputs, see Note 2 — Significant Accounting Policies in the Notes to Financial Statements.

Please see accompanying notes to financial statements.

75

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM Global All Cap Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

DESCRIPTION	SHARES		VALUE
COMMON STOCK — 52.1%
UNITED STATES — 52.1%
CONSUMER DISCRETIONARY — 2.8%
Time Warner		3,125	$	259,438
Twenty-First Century Fox		5,640		178,562
				438,000
CONSUMER STAPLES — 5.9%
CVS Caremark		4,925		376,073
Mondelez International, Cl A		6,280		226,080
PepsiCo		1,815		159,901
Philip Morris International		2,190		179,602
				941,656
ENERGY — 4.0%
National Oilwell Varco		3,800		307,952
Occidental Petroleum		3,260		318,535
				626,487
FINANCIALS — 11.6%
American International Group		3,565		185,309
Capital One Financial		3,085		245,381
CIT Group		5,335		262,002
CME Group, Cl A		2,405		177,826
Investors Bancorp		14,996		155,209
Marsh & McLennan		4,770		242,173
MetLife		4,075		214,345
Northern Trust		5,210		348,497
				1,830,742
HEALTH CARE — 10.1%
Abbott Laboratories		7,895		332,537
Aetna		4,150		321,749
AmerisourceBergen, Cl A		2,120		163,049
McKesson		1,385		265,726
UnitedHealth Group		3,040		246,392
Zoetis, Cl A		7,965		262,128
				1,591,581
INDUSTRIALS — 5.2%
Boeing		1,900		228,912
Hexcel*		3,880		144,530
Precision Castparts		1,165		266,552
United Continental Holdings*		3,795		176,050
				816,044
INFORMATION TECHNOLOGY — 10.4%
Apple		3,626		346,537
Applied Materials		11,665		244,498
Automatic Data Processing		3,005		244,337
Citrix Systems*		3,850		260,760
Microsoft		7,870		339,669
Oracle		5,245		211,846
				1,647,647

DESCRIPTION	SHARES		VALUE
MATERIALS — 2.1%
EI du Pont de Nemours		2,335	$	150,164
Praxair		1,425		182,599
				332,763
TOTAL COMMON STOCK				8,224,920
FOREIGN COMMON STOCK — 42.3%
AUSTRALIA — 1.0%
Amcor		16,740		160,223
BELGIUM — 3.4%
Anheuser-Busch InBev		3,530		381,002
KBC Groep		2,920		158,278
				539,280
CANADA — 1.1%
Canadian Pacific Railway		880		167,156
FRANCE — 7.2%
BNP Paribas		2,415		160,243
LVMH Moet Hennessy Louis Vuitton SA		1,205		207,286
Safran		4,085		240,064
Sanofi		2,260		237,279
Sodexo		2,890		287,231
				1,132,103
GERMANY — 5.9%
BASF		2,070		214,232
Bayer AG		1,790		236,112
GEA Group		5,485		246,113
Siemens		1,910		235,877
				932,334
IRELAND — 4.6%
Allegion PLC		3,038		156,244
Experian PLC		11,675		199,769
Ingersoll-Rand PLC		3,230		189,892
Seagate Technology PLC		3,040		178,144
				724,049
ISRAEL — 1.6%
Check Point Software Technologies*		3,660		248,404
JAPAN — 1.5%
Takeda Pharmaceutical		5,300		241,746
NETHERLANDS — 1.5%
European Aeronautic Defence and Space		3,975		230,630
SOUTH KOREA — 0.9%
Samsung Electronics		112		144,952

76

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM Global All Cap Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

DESCRIPTION	SHARES		VALUE
SWITZERLAND — 6.1%
Nestle SA		4,330	$	320,594
Roche Holding AG		1,040		301,814
SGS		65		141,599
Swatch Group		390		207,980
				971,987
UNITED KINGDOM — 7.5%
Centrica PLC		45,100		234,992
Lloyds Banking Group PLC*		127,485		158,933
National Grid PLC		16,350		232,878
Rolls-Royce Holdings PLC		9,110		159,028
Royal Bank of Scotland Group PLC*		28,720		171,185
WPP PLC		11,415		227,234
				1,184,250
TOTAL FOREIGN COMMON STOCK				6,677,114
TOTAL INVESTMENTS (Cost $13,697,678) — 94.4%				14,902,034
OTHER ASSETS AND LIABILITIES, NET — 5.6%				883,449
NET ASSETS — 100.0%			$	15,785,483

* Non-income producing security.

Cl — Class

PLC — Public Limited Company

The following is a list of the inputs used as of July 31, 2014 in valuing the Fund’s investments carried at value:

	Level 1		Level 2		Level 3		Total
Investments in Securities
Common Stock
United States	$	8,224,920	$	—	$	—	$	8,224,920
Foreign Common Stock
Australia		—		160,223		—		160,223
Belgium		—		539,280		—		539,280
Canada		167,156		—		—		167,156
France		—		1,132,103		—		1,132,103
Germany		—		932,334		—		932,334
Ireland		524,281		199,768		—		724,049
Israel		248,404		—		—		248,404
Japan		—		241,746		—		241,746
Netherlands		—		230,630		—		230,630
South Korea		—		144,952		—		144,952
Switzerland		—		971,987		—		971,987
United Kingdom		—		1,184,250		—		1,184,250
Total Investments in Securities	$	9,164,761	$	5,737,273	$	—	$	14,902,034

For the period ended July 31, 2014, there were transfers between Level 1 and Level 2 assets and liabilities. The primary reason for changes in the classifications between Levels 1 and 2 occurs when foreign equity securities are fair valued using other observable market-based inputs in place of the closing exchange price due to events occurring after the close of the exchange or market on which the investment is principally traded.

For the period ended July 31, 2014, there have been no transfers between Level 2 and Level 3 assets and liabilities.

For more information on valuation inputs, see Note 2 — Significant Accounting Policies in the Notes to Financial Statements.

Please see accompanying notes to financial statements.

77

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM Target Return Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

DESCRIPTION	PRINCIPAL AMOUNT		VALUE
CORPORATE OBLIGATIONS — 26.5%
CONSUMER DISCRETIONARY — 4.5%
American Greetings
7.38%, 12/1/21	$	20,000	$	21,000
Ameristar Casinos
7.50%, 4/15/21		20,000		21,150
Burlington Coat Factory Warehouse
10.00%, 2/15/19		20,000		21,963
Chrysler Group
8.00%, 6/15/19		20,000		21,300
Dana Holding
6.50%, 2/15/19		20,000		20,725
Goodyear Tire & Rubber
7.00%, 5/15/22		20,000		21,700
Jarden
7.50%, 5/1/17		20,000		22,300
L Brands
8.50%, 6/15/19		20,000		24,100
Lear
4.75%, 1/15/23		20,000		19,687
Neiman Marcus Group LLC
8.00%, 10/15/21 (A)		20,000		21,100
Six Flags Entertainment
5.25%, 1/15/21 (A)		15,000		14,925
WMG Acquisition
6.00%, 1/15/21 (A)		14,000		14,315
				244,265
CONSUMER STAPLES — 1.7%
Anheuser-Busch InBev Worldwide
5.38%, 1/15/20		60,000		68,641
Constellation Brands
7.25%, 5/15/17		20,000		22,500
				91,141
FINANCIALS — 12.0%
Bank of America
2.00%, 1/11/18		112,000		112,123
CIT Group
5.00%, 5/15/17		20,000		21,025
International Lease Finance
5.75%, 5/15/16		20,000		20,925
John Deere Capital MTN
2.25%, 4/17/19		75,000		75,612
JPMorgan Chase
1.80%, 1/25/18		110,000		109,944
Neuberger Berman Group
5.63%, 3/15/20 (A)		20,000		20,950

DESCRIPTION	PRINCIPAL AMOUNT		VALUE
NorthStar Realty Finance
3.00%, 9/30/14	$	240,000	$	240,109
Simon Property Group
1.50%, 2/1/18 (A)		50,000		49,612
				650,300
INDUSTRIALS — 2.5%
Bombardier
7.50%, 3/15/18 (A)		20,000		21,850
Burlington Northern Santa Fe LLC
4.70%, 10/1/19		50,000		55,887
Case New Holland
7.88%, 12/1/17		20,000		22,825
Iron Mountain
8.38%, 8/15/21		11,000		11,413
Schaeffler Finance
7.75%, 2/15/17 (A)		20,000		22,300
				134,275
INFORMATION TECHNOLOGY — 2.3%
Denali Borrower LLC
5.63%, 10/15/20 (A)		20,000		20,600
Jabil Circuit
5.63%, 12/15/20		20,000		21,600
Oracle
5.00%, 7/8/19		75,000		84,576
				126,776
MATERIALS — 1.6%
Aleris International
7.63%, 2/15/18		20,000		20,500
First Quantum Minerals
7.00%, 2/15/21 (A)		11,000		11,330
6.75%, 2/15/20 (A)		11,000		11,220
FMG Resources August 2006 PTY
6.88%, 2/1/18 (A)		20,000		20,750
NOVA Chemicals
8.63%, 11/1/19		20,000		21,000
				84,800
TELECOMMUNICATION SERVICES — 1.5%
MetroPCS Wireless
6.63%, 11/15/20		20,000		21,000
SBA Telecommunications
5.75%, 7/15/20		20,000		20,750
Sprint Nextel
6.00%, 12/1/16		20,000		21,600
T-Mobile USA
6.46%, 4/28/19		20,000		20,850
				84,200

78

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM Target Return Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

DESCRIPTION	PRINCIPAL AMOUNT/ SHARES		VALUE
UTILITIES — 0.4%
AES
7.38%, 7/1/21	$	20,000	$	22,800
TOTAL CORPORATE OBLIGATIONS				1,438,557
REGISTERED INVESTMENT COMPANIES — 17.5%
Highland/iBoxx Senior Loan ETF		6,900		136,620
iShares Barclays 20+ Year Treasury Bond Fund		100		11,398
iShares Gold Bullion ETF		9,600		100,547
iShares JPMorgan Emerging Markets Bond Fund		700		80,206
iShares Lehman 3-7 Year Treasury Bond ETF		1,600		193,776
iShares S&P U.S. Preferred Stock Index Fund		2,100		83,013
Pennant Park Floating Rate Closed End Management Investment Company		9,750		134,550
SPDR Barclays Short Term High Yield Bond ETF		2,800		85,036
SPDR S&P 500 ETF		600		115,854
The Energy Select Sector ETF		100		9,663
TOTAL REGISTERED INVESTMENT COMPANIES				950,663
COMMON STOCK — 15.5%
CONSUMER DISCRETIONARY — 0.0%
American Axle & Manufacturing Holdings*		100		1,839
ENERGY — 1.3%
Canadian Natural Resources		600		26,155
Canyon Services Group		400		5,752
Cenovus Energy		700		21,501
Suncor Energy		400		16,424
				69,832
FINANCIALS — 12.3%
American Realty Capital Properties		3,100		40,641
Annaly Capital Management		4,900		54,390
Bank of Nova Scotia		2,600		176,481
Berkshire Hathaway, Cl B*		600		75,258
Brookfield Asset Management, Cl A		100		4,461
Canadian Imperial Bank of Commerce		1,900		176,364
Royal Bank of Canada		1,900		140,224
				667,819

DESCRIPTION	SHARES/ PRINCIPAL AMOUNT		VALUE
INDUSTRIALS — 0.1%
KBR		300	$	6,198
INFORMATION TECHNOLOGY — 0.4%
Hewlett-Packard		200		7,122
Oracle		200		8,078
QUALCOMM		100		7,370
				22,570
MATERIALS — 0.1%
Freeport-McMoRan Copper & Gold		100		3,722
Teck Resources, Cl B		100		2,396
Thompson Creek Metals*		202		562
				6,680
UTILITIES — 1.3%
Capital Power		700		17,019
TransAlta		1,200		13,779
TransAlta Renewables		3,600		38,432
				69,230
TOTAL COMMON STOCK				844,168
U.S. TREASURY OBLIGATIONS — 11.5%
U.S. Treasury Bill
0.03%, 8/28/14 to 9/25/14 (B)	$	375,000		374,995
U.S. Treasury Bonds
3.75%, 11/15/43		65,000		70,535
3.63%, 8/15/43 to 2/15/44		101,000		107,165
2.88%, 5/15/43		78,000		71,663
TOTAL U.S. TREASURY OBLIGATIONS				624,358
CONVERTIBLE BONDS — 10.1%
Annaly Capital Management
5.00%, 5/15/15		53,000		53,861
Artis Real Estate Investment Trust
5.75%, 6/30/18		3,000		3,150
Atlantic Power
6.50%, 10/31/14		2,400		2,201
Chesapeake Energy
2.25%, 12/15/38		13,000		12,504
Ciena
0.88%, 6/15/17		14,000		13,869
DryShips
5.00%, 12/1/14		91,300		90,958
Dundee International
5.50%, 7/31/18		22,000		20,692
Exelixis
4.25%, 8/15/19		10,000		9,362

79

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM Target Return Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

DESCRIPTION	PRINCIPAL AMOUNT/ SHARES		VALUE
CONVERTIBLE BONDS (continued)
IAS Operating Partnership
5.00%, 3/15/18 (A)	$	1,000	$	981
Pennymac
5.38%, 5/1/20		30,000		29,756
Prospect Capital
6.25%, 12/15/15		118,000		125,449
4.75%, 4/15/20 (A)		25,000		24,500
SINA
1.00%, 12/1/18 (A)		22,000		20,226
Sterlite Industries
4.00%, 10/30/14		86,000		85,785
TCP Capital
5.25%, 12/15/19 (A)		7,000		6,921
Verint Systems
1.50%, 6/1/21		20,000		20,300
Vivus
4.50%, 5/1/20 (A)		43,000		31,498
TOTAL CONVERTIBLE BONDS				552,013
PREFERRED STOCK — 5.5%
Brookfield Office Properties*		100		2,322
Chesapeake Energy* (A)		53		63,136
Continental Fin Trust II*		700		34,235
Dominion Resources*		1,200		60,840
Health Care*		300		17,397
SandRidge Energy*		530		54,709
Tyson Foods*		1,300		64,441
TOTAL PREFERRED STOCK				297,080
		Number of Warrants
WARRANT — 0.2%
General Motors, Expires 12/31/15*		7,644		12,612
TOTAL WARRANT				12,612
TOTAL INVESTMENTS (Cost $4,639,372) — 86.8%				4,719,451
OTHER ASSETS AND LIABILITIES, NET — 13.2%				717,029
NET ASSETS — 100.0%			$	5,436,480

A list of the open forward foreign currency exchange contracts held by the Fund at July 31, 2014, is as follows⁽¹⁾:

Settlement Date	Currency to Deliver		Currency to Receive		Unrealized Appreciation
8/29/14		CAD   804,800		USD   748,286	$	10,636

(1) Counterparty is BNY Mellon.

For the period ended July 31, 2014, the total amount of all open forward foreign currency exchange contracts, as presented in the table above, are representative of the volume of activity for this derivative type during the period.

* Non-income producing security.

(A) Security exempt from registration under the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of July 31, 2014, these securities amounted to $376,214 or 6.92% of net assets of the Fund. These securities have been deemed liquid by the Board of Directors.

(B) The rate shown is the effective yield at time of purchase.

BNY — Bank of New York

CAD — Canadian Dollar

Cl — Class

ETF — Exchange-Traded Fund

LLC — Limited Liability Company

MTN — Medium Term Note

PTY — Proprietary

S&P — Standard & Poor’s

SPDR — Standard & Poor’s Depositary Receipt

USD — U.S. Dollar

80

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM Target Return Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

The following is a list of the inputs used as of July 31, 2014 in valuing the Fund’s investments carried at value:

	Level 1		Level 2		Level 3		Total
Investments in Securities
Corporate Obligations	$	—	$	1,438,557	$	—	$	1,438,557
Registered Investment Companies		950,663		—		—		950,663
Common Stock		844,168		—		—		844,168
U.S. Treasury Obligations		—		624,358		—		624,358
Convertible Bonds		—		552,013		—		552,013
Preferred Stock		17,397		279,683		—		297,080
Warrant		—		12,612		—		12,612
Total Investments in Securities	$	1,812,228	$	2,907,223	$	—	$	4,719,451

	Level 1		Level 2		Level 3		Total
Other Financial Instruments
Forward Foreign Currency Exchange Contracts*
Unrealized Appreciation	$	—	$	10,636	$	—	$	10,636

* Forward foreign currency exchange contracts are valued at the unrealized appreciation on the instrument.

For the period ended July 31, 2014, there have been no transfers between Level 1, Level 2 and Level 3 assets and liabilities.

For more information on valuation inputs, see Note 2 — Significant Accounting Policies in the Notes to Financial Statements.

Please see accompanying notes to financial statements.

81

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM U.S. Small-Mid Cap Equity Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

DESCRIPTION	SHARES		VALUE
COMMON STOCK — 98.7%
CONSUMER DISCRETIONARY — 18.8%
Allison Transmission Holdings, Cl A		3,474	$	101,719
American Eagle Outfitters		5,315		56,658
Bally Technologies*		1,665		100,183
Brinker International		2,105		94,388
CST Brands		2,640		88,255
Dana Holding		3,745		83,813
Express*		4,335		67,453
Iconix Brand Group*		3,180		134,292
Life Time Fitness*		2,320		91,292
Morningstar		1,409		95,544
Multimedia Games Holding*		4,860		117,223
PetSmart		1,274		86,810
Service International		5,920		124,320
Steven Madden*		2,330		74,211
Visteon*		880		84,040
				1,400,201
CONSUMER STAPLES — 2.9%
B&G Foods		3,645		102,315
Ingredion		1,545		113,758
				216,073
ENERGY — 1.0%
Oil States International*		1,220		74,774
FINANCIALS — 18.1%
Arthur J Gallagher		2,750		123,750
BankUnited		3,955		123,554
Brookline Bancorp		7,290		65,828
Capitol Federal Financial		6,490		75,933
CBOE Holdings		1,025		49,682
CubeSmart‡		2,210		40,244
CVB Financial		5,130		78,438
First Financial Bancorp		3,620		59,151
First Republic Bank		2,035		95,075
Huntington Bancshares		8,085		79,395
Interactive Brokers Group, Cl A		3,404		78,343
Investors Bancorp		14,362		148,647
Northwest Bancshares		5,080		62,992
Republic Services		1,765		100,922
Umpqua Holdings		5,440		92,045
Waddell & Reed Financial, Cl A		1,395		73,642
				1,347,641
HEALTH CARE — 12.3%
Alkermes PLC*		3,005		128,494
Bio-Reference Labs*		4,595		144,237

DESCRIPTION	SHARES		VALUE
Integra LifeSciences Holdings*		3,041	$	144,204
Sirona Dental Systems*		1,180		94,636
Teleflex		925		99,659
Tornier*		2,229		46,207
WellCare Health Plans*		2,165		135,053
Wright Medical Group*		3,825		117,887
				910,377
INDUSTRIALS — 21.0%
AGCO		1,325		64,541
Armstrong World Industries*		2,775		135,087
Civeo Corp.		1,965		49,911
Curtiss-Wright		1,065		67,638
Genesee & Wyoming, Cl A*		1,185		118,180
Harsco		3,445		87,055
Herman Miller		2,360		69,007
Hexcel*		2,715		101,134
Kennametal		1,085		45,874
Masco		4,910		102,128
Mueller Industries		4,545		126,487
Mueller Water Products, Cl A		9,545		73,974
Simpson Manufacturing		2,130		64,773
Wabtec		2,490		200,893
Waste Connections		2,640		124,978
Woodward		2,640		131,894
				1,563,554
INFORMATION TECHNOLOGY — 11.6%
ANSYS*		990		76,171
Check Point Software Technologies*		1,175		79,747
Cypress Semiconductor		9,865		99,735
EVERTEC		3,225		72,111
Harmonic*		14,925		89,550
National Instruments		3,350		106,664
Teradyne		4,100		74,702
Total System Services		4,070		130,240
Travelzoo*		1,710		29,480
Veeco Instruments*		3,090		107,254
				865,654
MATERIALS — 6.5%
Chemtura*		3,715		86,411
Flotek Industries*		3,230		93,186
Methanex		1,590		103,461
Rock Tenn, Cl A		960		95,453
Silgan Holdings		2,170		106,807
				485,318

82

TD ASSET MANAGEMENT USA FUNDS INC.
TDAM U.S. Small-Mid Cap Equity Fund • Schedule of Investments
July 31, 2014 (unaudited)
 

DESCRIPTION	SHARES		VALUE
TELECOMMUNICATION SERVICES — 0.3%
Lumos Networks		1,525	$	23,394
UTILITIES — 6.2%
Cleco		1,903		106,073
CMS Energy		2,040		59,017
Great Plains Energy		4,350		107,836
Vectren		2,410		91,797
Westar Energy, Cl A		2,640		95,146
				459,869
TOTAL COMMON STOCK				7,346,855
TOTAL INVESTMENTS
(Cost $6,921,514) — 98.7%				7,346,855
OTHER ASSETS AND LIABILITIES, NET — 1.3%				97,289
NET ASSETS — 100.0%			$	7,444,144

* Non-income producing security.

‡ Real Estate Investment Trust.

Cl — Class

PLC — Public Limited Company

As of July 31, 2014, all of the Fund’s investments in securities were considered Level 1, in accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP.

For the period ended July 31, 2014, there have been no transfers between Level 1, Level 2 and Level 3 assets and liabilities.

For more information on valuation inputs, see Note 2 — Significant Accounting Policies in the Notes to Financial Statements.

Please see accompanying notes to financial statements.

83

TD ASSET MANAGEMENT USA FUNDS INC.
July 31, 2014 (unaudited)
 

Board’s Consideration of Investment Management Arrangements

The Board of Directors (the “Board”), including the Directors who are not interested persons, as defined in the Investment Company Act of 1940 (the “1940 Act”), of the Company (the “Independent Directors”), met in person to consider the approval of (i) an investment management agreement (“Investment Management Agreement”) between the Company, on behalf of each of TDAM Short-Term Bond Fund, TDAM Core Bond Fund, TDAM High Yield Bond Fund, TDAM U.S. Equity Shareholder Yield Fund, TDAM U.S. Large Cap Core Equity Fund, TDAM Global Equity Shareholder Yield Fund, TDAM Global Low Volatility Equity Fund, TDAM Global All Cap Fund, TDAM Target Return Fund and TDAM U.S. Small-Mid Cap Equity Fund (collectively, the “Funds”), and TDAM USA Inc. (the “Investment Manager”), and (ii) a sub-advisory agreement (the “Sub-Advisory Agreement”) with Epoch Investment Partners (the “Sub-Adviser”) to provide sub-advisory services to each of TDAM U.S. Equity Shareholder Yield Fund, TDAM U.S. Large Cap Core Equity Fund, TDAM Global Equity Shareholder Yield Fund, TDAM Global All Cap Fund and TDAM U.S. Small-Mid Cap Equity Fund, at a meeting held on March 27, 2014 (the “Meeting”).

In its review of the various agreements and plans, including the Investment Management Agreement and the Sub-Advisory Agreement, with respect to the Funds, the Board considered information it deemed reasonably necessary to evaluate the terms of such agreements and plans. The Board requested and received materials relating to its consideration of such agreements and plans, including: (i) fees and expense ratios of each Fund and class in comparison to the fees and expense ratios of a peer group of funds; (ii) information with respect to the investment performance of each Fund and class compared to a peer group of funds; (iii) information on the profitability of Investment Manager, with respect to each Fund, including details regarding the methodology used to calculate profitability; (iv) information regarding fees paid to service providers that are affiliates of the Investment Manager; and (v) information regarding the compliance record of the Investment Manager and the Sub-Adviser. These materials were in addition to other materials and presentations received by the Board throughout the course of the year relating to, in various ways, the Investment Management Agreement and the Sub-Advisory Agreement and the services provided under the Agreement.

The matters discussed below were considered by the Board. During the Meeting, experienced counsel independent of the Investment Manager, the Sub-Adviser and other “management organizations” as defined in the rules under the 1940 Act, provided guidance to the Independent Directors. The Directors relied on their own business judgment in determining the factors to be considered in evaluating the materials that were presented to them and the weight to be given to each such factor. The Board’s review and conclusions were based on a comprehensive consideration of all information presented to the Board and not the result of any single controlling factor. Among other information, the Board considered data on fees and expenses and performance and other information provided by Lipper, Inc. (“Lipper”), which is not affiliated with the Investment Manager or the Sub-Adviser, for each Fund. The Board also considered updated performance information provided to it by the Investment Manager at the Meeting.

Fees and Expenses

The Board, including the Independent Directors, compared the proposed fees and expense ratios of each Fund and class (before and after any proposed fee waivers and expense reimbursements) against fees and expense ratios of a peer group of funds with similar investment objectives (“peer group”). The funds within the peer group were selected by Lipper.

Specifically, the Board considered data based on information provided by Lipper indicating that, with respect to the fees and expense ratios of each Fund for its most recent fiscal year, the investment management fee rate of each Fund, both before and after fee waivers, was below the median investment management fee rate of its peer group, with the exception of the investment management fee rate; (a) both before and after waivers of the Institutional Class of the TDAM Global Low Volatility Equity Fund, which was the same as the median investment management fee rates before and after waivers, respectively, of its peer group; (b) before waivers of the Advisor Class of each of the TDAM Core Bond Fund and the TDAM Global Low Volatility Equity Fund, which was above the median investment management fee rate before waivers of its respective peer group; (c) before waivers of each of (i) the Advisor Class of each of the TDAM U.S. Equity Shareholder Yield Fund, the TDAM U.S. Large Cap Core Equity Fund and the TDAM Global All Cap Fund and (ii) the Institutional Class and Advisor Class of each of the TDAM Global Equity Shareholder Yield Fund and the TDAM U.S. Small Mid-Cap Equity Fund, which was the same as the median investment management fee rate before waivers of its respective peer group; and (d) after waivers of the Institutional Class of the TDAM Global All Cap Fund, which was the same as the median investment management fee rate after waivers of its respective peer group.

84

The Board noted that each class’ total gross expense ratio and total net expense ratio was at or below the median total gross expense ratio and median total net expense ratio, respectively, of its respective peer group, with the exception of the total gross expense ratio of each of; (i) the Advisor Class of the TDAM U.S. Equity Shareholder Yield Fund, (ii) the Institutional Class and the Advisor Class of the TDAM U.S. Large Cap Core Equity Fund, (iii) the Institutional Class and the Advisor Class of the TDAM Global Equity Shareholder Yield Fund, (iv) the Advisor Class of the TDAM Global Low Volatility Equity Fund, (v) the Advisor Class of the TDAM Global All Cap Fund, and (vi) the Institutional Class and the Advisor Class of the TDAM U.S. Small Mid-Cap Equity Fund, which was, in each case, above the median total gross expense ratio of its respective peer group.

The Board noted the contractual or voluntary fee waivers and expense reimbursements provided by the Investment Manager and its affiliates with respect to the Funds.

The Board also received and considered information about the services rendered, and the fee rates offered, to other clients advised by the affiliates of the Investment Manager and the Sub-Adviser.

On the basis of the factors considered and information presented, the Board determined that the fee rates were not unreasonable.

Nature, Quality and Extent of Services

The Board, including the Independent Directors, considered the nature, quality and extent of services performed by the Investment Manager and its affiliates and the Sub-Adviser. The Board’s evaluation of the quality of the services of the Investment Manager took into account, among other things, the knowledge and experience demonstrated by the Investment Manager and the Sub-Adviser at meetings and presentations throughout the year and otherwise, including the scope and quality of each of the Investment Manager’s and Sub-Adviser’s investment management capabilities, other resources dedicated to performing its services, and, in the case of the Investment Manager, the quality of administrative and other services and its ability to oversee and supervise the Sub-Adviser and other service providers of the Funds. Particularly, the Board considered the background and experience of the Investment Manager’s and the Sub-Adviser’s senior management. The Board also reviewed the qualifications, backgrounds and responsibilities of the investment staff primarily responsible for day-to-day portfolio management services for each Fund. In further evaluating the quality of services provided by the Investment Manager and the Sub-Adviser, the Board was informed that, in management’s judgment, each of the Investment Manager and the Sub-Adviser has the resources to attract and retain highly qualified investment professionals, including research and advisory personnel. The Board also reviewed the compliance and administrative personnel and services of the Investment Manager that supported its investment advisory services provided to the Funds and noted that such staff was sufficient to ensure a high level of quality service that comply with client investment policies and restrictions; and the financial condition and operational stability of the Investment Manager and the operational stability of the Sub-Adviser.

The Board concluded that it was generally satisfied with the nature, quality and extent of services provided by the Investment Manager and its affiliates and the Sub-Adviser.

Fund Performance

The Board, including the Independent Directors, received and considered information about the investment performance of each Fund, as well as the performance of a group of comparable funds selected by Lipper. In addition, the Board considered information that it received at each quarterly Board meeting about the investment performance of each Fund, as well as the performance of a group of comparable funds selected by the Investment Manager. The Board noted that the since inception performance returns of each of the Institutional Class and Advisor Class of the TDAM Global Equity Shareholder Yield Fund, the TDAM Global All Cap Fund and the TDAM U.S. Large Cap Core Equity Fund, the Institutional Class of the TDAM U.S. Equity Shareholder Yield Fund and the Advisor Class of the TDAM Short-Term Bond Fund, were each above or the same as the median of its respective peer group. The Board further noted that (a) the since inception performance returns of each of the Institutional Class and Advisor Class of each of the TDAM Core Bond Fund, TDAM High Yield Bond Fund and the TDAM U.S. Small Mid-Cap Equity Fund and the Advisor Class of each of the TDAM U.S. Equity Shareholder Yield Fund, TDAM Global Low Volatility Equity Fund and TDAM Target Return Fund and (b) the one-year, three-year performance and five-year returns of the Institutional Class of the TDAM Short-Term Bond Fund, were each below the median of its respective peer group, observing in each case, such underperformance was modest. The Board additionally noted that the since inception performance return each of the Institutional Class and Advisor Class of the TDAM Global Low Volatility Equity Fund and the Institutional Class of the TDAM Target Return Fund

85

was significantly lower than the median of its Lipper Peer Group. Management discussed factors that contributed to the underperformance results of the TDAM Global Low Volatility Equity Fund and the TDAM Target Return Fund and indicated that it would continue to closely monitor the performance of the TDAM Global Low Volatility Equity Fund and the TDAM Target Return Fund. Taking into account such factors, the Board concluded that the investment performance generated by the Investment Manager and the Sub-Adviser as applicable, was generally satisfactory, or, if issues were presented, they were being affirmatively addressed.

Profitability

The Board, including the Independent Directors, considered the level of the Investment Manager’s profits with respect to management of the Funds. The Board was presented with a report prepared by management and reviewed by an independent consultant disclosing the Investment Manager’s profitability. On the basis of management’s and the independent consultant’s representations with respect to the preparation of the report, the Board, including the Independent Directors, concluded that the cost allocation methodology employed was reasonably based. The Board considered the amount of profits (including related benefits) realized by the Investment Manager and its affiliates in connection with the operation of the Funds and concluded that the amount of profits was not unreasonable in light of the services provided to the Funds.

Economies of Scale

The Board, including the Independent Directors, considered whether there have been economies of scale with respect to the management of the Funds, whether the Funds have appropriately benefited from any economies of scale, and whether there was the potential for realization of any further economies of scale. The Board, including the Independent Directors, considered that although the Investment Manager’s advisory fee rate for each Fund does not have breakpoints and thus does not include the potential to share economies of scale, if any, through reductions as assets grow, the Board considered that economics of scale, if any, may be shared in a number of ways, including through fee and expense waivers and reimbursements. With respect to each Fund, the Board determined that the advisory fee structure was reasonable and no changes were currently necessary.

Other Benefits to the Investment Manager

The Board, including the Independent Directors, also took into account not only the advisory fees payable by the Funds, but also so-called “fallout benefits” to the Investment Manager, such as the engagement of the Investment Manager as paid service providers to the Funds, including, for example, administrative, shareholder services and transfer agency services, as well as Rule 12b-l fees received by affiliates of the Investment Manager. The Board also considered that the Investment Manager and Sub-Adviser may use third-party research obtained by soft dollars generated by certain portfolio transactions to assist itself in managing all or a number of its client accounts. The Board concluded that other ancillary benefits that the Investment Manager and its affiliates could be expected to receive with regard to providing investment advisory and other services to the Company and the Funds, such as those noted above, were not unreasonable.

Conclusion

The Board, including all of the Independent Directors, concluded in light of a weighing and balancing of all factors considered, including those described above, that it was in the best interests of each Fund to approve the Investment Management Agreement with respect to such Fund, and the Sub-Advisory Agreement with respect to each of the TDAM U.S. Equity Shareholder Yield Fund, TDAM U.S. Large Cap Core Equity Fund, TDAM Global Equity Shareholder Yield Fund, TDAM Global All Cap Fund, and TDAM U.S. Small-Mid Cap Equity Fund, in each case, for an additional one-year period.

86

Director and Officers Information
(Unaudited)

The following table contains information regarding the Company’s Directors and Officers. Directors who are not deemed to be “interested persons” of the Company, as defined in the Act, are referred to as “Independent Directors.” A Director who is deemed to be an “interested person” of the Company is referred to as an “Interested Director.” The Company’s Statement of Additional Information includes additional information about the Directors and is available, without charge, upon request, by writing TD Asset Management USA Funds Inc., Shareholder Services, P.O. Box 182300, Columbus, OH 43218-2300, or by calling 1-866-416-4031. The following chart lists Directors and Officers as of July 31, 2014.

Name, Address and Age	Position(s) Held with the Company	Term of Office with Company and Length of Time Served†	Principal Occupation(s) During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Director	Other Directorships Held by Director During the Past Five Years††
Independent Directors
DONALD J. HERREMA   c/o TDAM USA Inc. 399 Park Avenue New York, NY 10022   Age: 62	Chairman of the Board and Director; Chairman of the Nominating/Governance Committee	Chairman of Board since 6/20/13; Chairman of Nominating/ Governance Committee since 3/30/09	Executive Vice Chairman of Kennedy Wilson, International (real estate), since 2009; Senior Advisor, Stonepoint Capital 2008 – 2011; Financial services executive and advisor; Founder of BlackSterling Partners, LLC (private equity investment firm) since 2004.	21	Director, Spruce Private Investors since 2012; USC Marshall Business School Board since 2010; Director of Lepercq, de Neuflize and Co. since 2009. President of Christ Church Trustees since 2008; Chairman and Trustee of Whittier College since 1995.
PETER B.M. EBY   c/o TDAM USA Inc. 399 Park Avenue New York, NY 10022   Age: 76	Director	Since: 6/6/02	Retired.	21	Director of Leon’s Furniture Limited since May 1977; Director of George Weston Limited since May 2000.
JAMES E. KELLY   c/o TDAM USA Inc. 399 Park Avenue New York, NY 10022   Age: 62	Director and Chairman of the Audit Committee	Director since 12/18/08; and Chairman of the Audit Committee 3/24/11	Consultant and financial services attorney; teacher at Empire State College, 2008 through 2010; Senior Advisor to New York State Banking Department, 2009; Trustee of Albany Law School since 1998, Vice Chairman since 2013, Chair of the Long Range Planning Committee since 2012. Director, 2002 to 2009, and Chairman, 2004 to 2008, of the Allen Bass Fund, Inc.	21	Director and Vice Chairman, Albany Law School Board of Trustees
LAWRENCE J. TOAL   c/o TDAM USA Inc. 399 Park Avenue New York, NY 10022   Age: 77	Director	Since: 12/12/95	Retired.	21	None.
Interested Director
Barbara F. Palk†††   c/o TDAM USA Inc. 399 Park Avenue New York, NY 10022   Age: 63	Director	Since: 12/17/10	Senior Vice President — Wholesale Banking TD Bank Group and President of TD Asset Management Inc., TDAM USA Inc. and TD Investments from June 2003 through December 2010.	21	Director of Ontario Teachers’ Pension Plan Board since 2011; Queens University; Greenwood College School; The Perimeter Institute; The Shaw Festival; The Canadian Coalition for Good Governance; Director, First National Financial Corporation, Board of Crombie REIT since 5/14/14.

† The table shows the time period for which each individual has served as Director. There is no set term of office for Directors.

†† In companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called “public companies”) or in other investment companies registered under the Investment Company Act, as of July 31, 2014.

††† Ms. Palk is considered an “interested person” of the Company because she owns shares of The Toronto-Dominion Bank.

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Director and Officers Information
(Unaudited) (Concluded)

Name, Address and Age	Position(s) held with the Company	Term of Office with Company and Length of Time Served†	Principal Occupation(s) During Past Five Years
Officers Who Are Not Directors
KEVIN LEBLANC   c/o TDAM USA Inc. 399 Park Avenue New York, NY 10022   Age: 51	President and Chief Executive Officer	Since: 12/6/11	Chief Administrative Officer of Epoch Investment Partners since March 2013 and President and Chief Executive Officer of TD Asset Management USA Funds Inc. Previously, Chief Operating Officer of TD Asset Management Inc. from September 2010 to March 2013; Vice Chair of TD Asset Management since 2007; Officer of The Investment Manager since April 2010 and Chief Operating Officer of The Investment Manager since December 2010.
MAYA GITTENS   c/o TDAM USA Inc. 399 Park Avenue New York, NY 10022   Age: 50	Chief Legal Officer and Anti-Money Laundering Officer	Since: 9/22/08	Since June 2008, Vice President, Director and Secretary of the Investment Manager; from June 2005 through March 2008, attorney, Schulte Roth and Zabel LLP.
ERIC KLEINSCHMIDT   c/o SEI Investments One Freedom Valley Drive Oaks, PA 19456   Age: 46	Treasurer and Chief Financial Officer	Since: 9/22/08	Since November 2004, Fund Accounting Director at SEI Investments.
MARC ALMES   c/o SEI Investments One Freedom Valley Drive Oaks, PA 19456   Age: 42	Assistant Treasurer	Since: 9/22/08	Since January 1999, Fund Accounting Manager at SEI Investments.
CURTIS BARNES   c/o Citi Fund Services Ohio, Inc. 100 Summer Street, Suite 1500 Boston, MA 02110   Age: 60	Secretary	Since: 6/14/12	Since September 2007, Senior Vice President of Regulatory Administration, Citi Fund Services Ohio, Inc.; from May 1995 through September 2007, Vice President, Citi Fund Services Ohio, Inc.
MICHELE R. TEICHNER   c/o TDAM USA Inc. 399 Park Avenue New York, NY 10022   Age: 55	Chief Compliance Officer, Vice President and Assistant Secretary	Since: 6/11/04 (Chief Compliance Officer) and 11/2/99	Since January 2006, Managing Director.

† The table shows the time period for which each individual has served as Officer. There is no set term of office for Officers.

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TDAMSAR03

Item 2. Code of Ethics.

During the period covered by the report, with respect to the registrant's code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions; there have been no amendments to, nor any waivers granted from, a provision that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item 2.

Item 3. Audit Committee Financial Expert.

Not applicable – only for annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable – only for annual reports.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Schedule of Investments.

Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 11. Controls and Procedures.

(a) The registrant’s principal executive officer and principal financial officer have concluded, based on theirevaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures are adequately designed and are operating effectively to ensure that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

(b) There were no changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1) Not applicable - Only for annual reports.

(a)(2) Certifications pursuant to Rule 30a-2(a) are attached hereto.

(a)(3) Not applicable.

(b) Certifications pursuant to Rule 30a-2(b) are furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)  TD Asset Management USA Funds Inc.

By (Signature and Title)*  /s/ Kevin LeBlanc, President

         Kevin LeBlanc, President

Date  September 30, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*  /s/ Kevin LeBlanc, President

         Kevin LeBlanc, President

Date  September 30, 2014

By (Signature and Title)*  /s/ Eric Kleinschmidt, Treasurer

         Eric Kleinschmidt, Treasurer

Date  September 30, 2014

* Print the name and title of each signing officer under his or her signature.