Exhibit 99.1e(1)

                             DISTRIBUTION AGREEMENT

      This distribution  agreement (the "Agreement") is made as of this 27th day
of July,  2007 between TD Asset  Management  USA Funds Inc. (the  "Company"),  a
Maryland corporation,  and SEI Investments Distribution Co. (the "Distributor"),
a Pennsylvania corporation.



      A. The Company is registered as an investment  company with the Securities
and Exchange Commission (the "SEC") under the Investment Company Act of 1940, as
amended (the "17940 Act"), and its shares are registered  with the SEC under the
Securities Act of 1933, as amended (the "1933 Act");

      B. The Company consists of one or more separate portfolios (each, a "Fund"
and together,  the "Funds") as set forth on Schedule C, as such schedule may be
amended from time to time; and

      C. The Distributor is registered as a broker-dealer with the SEC under the
Securities Exchange Act of 1934, as amended.

      NOW,  THEREFORE,  in  consideration  of the mutual  covenants  hereinafter
contained,  intending to be legally bound,  the Company and  Distributor  hereby
agree as follows:

ARTICLE 1. Sale of Shares;  Services.  The Company grants to the Distributor the
right to sell  shares of common  stock  (the  "Shares")  of each Fund at the net
asset value per Share,  plus any applicable sales charges in accordance with the
current  prospectus,  as agent and on behalf of the Company,  during the term of
this Agreement and subject to the registration requirements of the 1933 Act, the
rules and  regulations  of the SEC and the laws governing the sale of securities
in the various states ("Blue Sky Laws").  Without  limiting the  foregoing,  the
Distributor  shall  perform  or  supervise  the  performance  by  others  of the
distribution and marketing services set forth in Schedule A.

Whenever in their judgment such action is warranted by unusual market,  economic
or political conditions or by abnormal  circumstances of any kind, the Company's
officers may upon reasonable  notice instruct the Distributor to decline to make
any sales of the Shares until such time as those  officers  deem it advisable to
male such sales.  The Company shall be obligated to instruct its transfer  agent
as to any restrictions on the sale of Shares  contemplated by this Article 1 and
the  Distributor  shall not be liable for any failure by the  transfer  agent to
follow such instructions.

ARTICLE 2.  Solicitation of Sales. In  consideration  of these rights granted to
the  Distributor,  the  Distributor  agrees  to use all  reasonable  efforts  in
connection with the  distribution of Shares of the Company;  provided,  however,
that the Distributor shall not be prevented from entering into like arrangements
with other issuers so long as the  Distributor's  services  under this Agreement
are not impaired by the Distributor  entering into such like  arrangements  with
other issuers.  The provisions of this paragraph do not obligate the Distributor
to  register as a broker or dealer  under the Blue Sky Laws of any  jurisdiction
when it determines it would be  uneconomical  for it to do so or to maintain its
registration  in any  jurisdiction in which it is now registered or obligate the
Distributor to sell any particular number of Shares.

ARTICLE 3.  Representations  and  Warranties.  The  Distributor  represents  and
warrants that it is a member of the National  Association of Securities Dealers,
Inc.  ("NASD") and agrees to abide by all of the rules and  regulations  of the
NASD including, without limitation, its Conduct Rules. The Distributor agrees


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to notify the Company  promptly in the event of its  expulsion or  suspension by
the NASD. Expulsion of the Distributor by the NASD will automatically  terminate
this agreement immediately without notice.  Suspension of the Distributor by the
NASD will terminate this Agreement effective  immediately upon written notice of
termination  to the  Distributor  from the  Company.  The  Distributor  shall be
responsible  for reviewing  and, as determined by the  Distributor,  making such
filings  with the NASD,  as required,  of  advertisements  and sales  literature
relating to each Fund that the Company or the Fund's investment  adviser provide
to the  Distributor.  The  Distributor  shall be  responsible  for reviewing the
registration  statement  of each Fund,  as  applicable,  for  disclosure  of the
details of any  arrangement  between the Distributor and an NASD member by which
special cash  compensation  arrangements  are made  available to the NASD member
distributing the Fund's securities, which arrangements are not made available on
the same terms to all NASD members who distribute the Fund's securities.

ARTICLE 4. Authorized Representations.  The Distributor is not authorized by the
Company to give any information or to make any representations  other than those
contained in the current registration statements and prospectuses of the Company
filed with the SEC or contained in  Shareholder  reports or other  material that
may be prepared by or on behalf of the Company for the  Distributor's  use.  The
Distributor may prepare and distribute sales literature and other material as it
may deem  appropriate,  provided that such  literature  and materials  have been
prepared in accordance with applicable rules and regulations.

ARTICLE 5.  Registration  of Shares.  The  Company  agrees that it will take all
action  necessary to register Shares under the federal and state securities laws
so that there will be  available  for sale the number of Shares the  Distributor
may  reasonably  be  expected to sell and to pay all fees  associated  with said
registration. The Company shall make available to the Distributor such number of
copies  of its  currently  effective  prospectus  and  statement  of  additional
information as the Distributor may reasonably request. The Company shall furnish
to the Distributor  copies of all  information,  financial  statements and other
papers which the Distributor  may reasonably  request for use in connection with
the distribution of Shares of the Company.

No Shares shall be offered by either the Distributor or the Company under any of
the  provisions  of this  Agreement  and no orders for the  purchase  or sale of
Shares  hereunder  shall  be  accepted  by the  Company  if and so  long  as the
effectiveness  of the  Company's  registration  statement  then in effect or any
necessary  amendments  thereto shall be suspended under any of the provisions of
the 1933 Act or if and so long as a current prospectus as required by Section 10
of said 1933 Act is not on file with the SEC; provided,  however,  that: (a) the
Distributor will not be obligated to cease offering Shares until it has received
from the Company  written notice of such events;  (b) nothing  contained in this
Article 5 shall in any way  restrict or have an  application  to or bearing upon
the Company's obligation to repurchase Shares from any Shareholder in accordance
with the provisions of the Company's  prospectus,  Articles of  Incorporation or
By-Laws;  and (c) the Company shall be obligated to instruct its transfer  agent
as to any  restriction on the sale of Shares  contemplated by this Article 5 and
the  Distributor  shall not be liable for any failure by the  transfer  agent to
follow such instructions.

ARTICLE 6.  Compensation.  As compensation for providing the services under this
Agreement:

      (a) Distributor shall receive from the Company:

(1) all distribution and service fees, as applicable,  at the rate and under the
terms and  conditions  set forth in each Fund's  distribution  plan  established
pursuant to Rule 12b-1 under the 1940 Act (each, a  "Distribution  Plan") and/or
shareholder  services plan applicable to the appropriate class of shares of each
Fund, but only if


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and to the extent  provided in each such plan, as such plans may be amended from
time to time,  and subject to any further  limitations on such fees as the Board
of Directors of the Company may impose;

(2) all  front-end  sales  charges,  if any, on purchases of Shares of each Fund
sold  subject  to  such  charges  as  described  in the  Company's  registration
statement  and  current  prospectuses,   as  amended  from  time  to  time.  The
Distributor,   or  brokers,   dealers  and  other  financial   institutions  and
intermediaries  that have  entered  into  sub-distribution  agreements  with the
Distributor,  may  collect  the  gross  proceeds  derived  from the sale of such
Shares,  remit the net asset value  thereof to the Company  upon  receipt of the
proceeds and retain the applicable sales charge; and

(3)  all  contingent  deferred  sales  charges  ("CDSC"),  if  any,  applied  on
redemptions  of Shares  subject to such charges on the terms and subject to such
waivers as are  described in the  Company's  registration  statement and current
prospectuses, as amended from time to time, or as otherwise required pursuant to
applicable law.

      (b) The Distributor may re-allow any or all of the distribution or service
fees,  front-end sales charges and contingent deferred sales charges which it is
paid by the  Company,  if any,  to such  brokers,  dealers  and other  financial
institutions  and  intermediaries  as the  Distributor  may  from  time  to time
determine.

      (c) In addition to the foregoing, the Distributor shall receive the annual
fee set forth in Schedule B hereto for  providing  the Company the  services set
forth herein. To the extent the Funds have implemented  Distribution  Plans that
permit and authorize such  compensation  to be paid to the  Distributor  and the
Board of Directors  has given any necessary  authorizations,  the Funds shall be
responsible for such compensation,  or portion thereof,  as have been authorized
under the applicable Distribution Plans and which are available for such payment
after the Distributor has reallowed applicable  distribution and/or service fees
to brokers,  dealers  and other  financial  intermediaries  as  contemplated  in
Article 6(b) hereof. The parties acknowledge that the Distributor expects to pay
out  substantially all amounts it receives under the Funds'  Distribution  Plans
pursuant to Article  6(b] and,  accordingly,  the parties  contemplate  that the
Company's  investment  adviser shall pay the Distributor  this annual fee out of
its own  resources to the extent  amounts are not  available out of the proceeds
received  by the  Distributor  pursuant  to the  Funds'  Distribution  Plans  in
accordance  with  a  separate  agreement  entered  into  between  the  Company's
investment adviser and the Distributor.

      (d) Unless otherwise agreed to by the parties in writing,  the Distributor
shall not be responsible  for fees and expenses in connection with (a) filing of
any registration statement,  printing and the distribution of any prospectus(es)
and  statement(s) of additional  information  under the 1933 Act and/or the 1940
Act and  amendments  prepared for use in connection  with the offering of Shares
for sale to the public,  preparing,  setting in type,  printing  and mailing the
prospectus(es),  statement(s)  of  additional  information  and any  supplements
thereto sent to existing shareholders,  (b) preparing, setting in type, printing
and  mailing  any report  (including  annual and  semi-annual  reports) or other
communication to shareholders of the Fund, and (c) the Blue Sky registration and
qualification  of Shares for sale in the various  states in which the Fund shall
determine it advisable to qualify such Shares for sale.

ARTICLE 7. Indemnification of Distributor.  The Company, on behalf of each Fund,
severally,   and  not  jointly,  agrees  to  indemnify  and  hold  harmless  the
Distributor and each of its directors and officers and each person,  if any, who
controls  the  Distributor  within  the  meaning  of  Section 15 of the 1933 Act
against any loss, liability, claim, damages or expense (including the reasonable
cost of investigating or defending any alleged loss, liability,  claim, damages,
or expense and reasonable counsel fees and disbursements  incurred in connection
therewith), arising by reason of any person acquiring any Shares, based upon the
ground that the


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registration  statement,  prospectus,  Shareholder reports,  sales literature or
other  information  filed or made  public by the  Company  (as from time to time
amended)  included an untrue  statement of a material fact or omitted to state a
material fact required to be stated or necessary in order to make the statements
made not  misleading.  However,  the  Company  does not agree to  indemnify  the
Distributor  or hold it harmless to the extent that the  statements  or omission
was made in reliance upon, and in conformity with,  information furnished to the
Company by or on behalf of the Distributor.

      In no case (i) is the indemnity of the Company to be deemed to protect the
Distributor  against any liability to the Company or its  Shareholders  to which
the  Distributor or such person  otherwise would be subject by reason of willful
misfeasance,  bad faith or gross negligence in the performance of its duties, by
reason of its  reckless  disregard  of its  obligations  and  duties  under this
Agreement,  by reason of its material  breach of this  Agreement or by reason of
its  failure to comply  with laws,  rules and  regulations  applicable  to it in
connection with its activities  hereunder or (ii) is the Company to be liable to
the Distributor under the indemnity  agreement  contained in this Article 7 with
respect to any claim made  against  the  Distributor  or any person  indemnified
unless the  Distributor  or other  person  shall have  notified  the  Company in
writing of the claim within a  reasonable  time after the summons or other first
written  notification  giving  information of the nature of the claim shall have
been served upon the  Distributor or such other person (or after the Distributor
or the person shall have received  notice of service on any  designated  agent).
However,  failure  to notify  the  Company of any claim  shall not  relieve  the
Company from any liability  which it may have to the  Distributor  or any person
against whom such action is brought  otherwise  than on account of its indemnity
agreement contained in this paragraph.

      The Company  shall be entitled  to  participate  at its own expense in the
defense  or, if it so  elects,  to assume  the  defense  of any suit  brought to
enforce any claims subject to this indemnity provision. If the Company elects to
assume the defense of any such claim,  the defense shall be conducted by counsel
chosen by the Company and satisfactory to the indemnified defendants in the suit
whose approval shall not be unreasonably withheld. In the event that the Company
elects to assume the  defense of any suit and retain  counsel,  the  indemnified
defendants  shall bear the fees and expenses of any additional  counsel retained
by them.  If the Company does not elect to assume the defense of a suit, it will
reimburse the indemnified defendants for the reasonable fees and expenses of any
counsel retained by the indemnified defendants.

      The Company agrees to notify the Distributor  promptly of the commencement
of any litigation or proceedings  against it or any of its officers or Directors
in connection with the issuance or sale of any of its Shares.

ARTICLE 8. Indemnification of Company. The Distributor covenants and agrees that
it will  indemnify  and hold  harmless the Company and each of its Directors and
officers and each person, if any, who controls the Company within the meaning of
Section  15 of the 1933 Act,  against  any loss,  liability,  damages,  claim or
expense (including the reasonable cost of investigating or defending any alleged
loss, liability,  damages, claim or expense and reasonable counsel fees incurred
in connection  therewith)  arising by reason of any person acquiring any Shares,
and (i) alleging a wrongful act of the Distributor or any of its employees, (ii)
alleging that the registration  statement,  prospectus,  Shareholder  reports or
other  information  filed or made  public by the  Company  (as from time to time
amended)  included an untrue  statement of a material fact or omitted to state a
material fact required to be stated or necessary in order to make the statements
not  misleading,  insofar as the statement or omission was made in reliance upon
and in conformity with  information  furnished to the Company by or on behalf of
the  Distributor  or (iii)  alleging  that sales  literature  or other  material
prepared and  distributed by the  Distributor  pursuant to Article 4 included an
untrue statement of a material fact or omitted to state a material fact required
to be  stated  or  necessary  in order to make the  statements  not  misleading;
provided, that, the Distributor does not agree to indemnify the


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Company or hold it  harmless to the extent  that the  statements  or omission in
such sales  literature  or other  material  was made in  reliance  upon,  and in
conformity with, information furnished to the Distributor by or on behalf of the
Company.

      In no case (i) is the indemnity of the Distributor in favor of the Company
or any other person indemnified to be deemed to protect the Company or any other
person  against any  liability  to which the Company or such other  person would
otherwise  be  subject  by reason  of  willful  misfeasance,  bad faith or gross
negligence in the performance of its duties by reason of its reckless  disregard
of its  obligations and duties under this Agreement or by reason of its material
breach of this  Agreement  or (ii) is the  Distributor  to be  liable  under its
indemnity  agreement  contained in this paragraph with respect to any claim made
against the Company or any person  indemnified  unless the Company or person, as
the case may be,  shall have  notified the  Distributor  in writing of the claim
within a reasonable  time after the summons or other first written  notification
giving  information  of the nature of the claim  shall have been served upon the
Company  or upon any  person (or after the  Company  or such  person  shall have
received notice of service on any designated agent). However,  failure to notify
the  Distributor  of any  claim  shall  not  relieve  the  Distributor  from any
liability which it may have to the Company or any person against whom the action
is brought  otherwise  than on account of its indemnity  agreement  contained in
this paragraph.

      The Distributor shall be entitled to participate,  at its own expense,  in
the  defense or, if it so elects,  to assume the defense of any suit  brought to
enforce the claim,  but if the  Distributor  elects to assume the  defense,  the
defense shall be conducted by counsel chosen by the Distributor and satisfactory
to the indemnified defendants whose approval shall not be unreasonably withheld.
In the event that the  Distributor  elects to assume the defense of any suit and
retain  counsel,  the defendants in the suit shall bear the fees and expenses of
any additional  counsel  retained by them. If the Distributor  does not elect to
assume the defense of any suit, it will reimburse the indemnified  defendants in
the suit for the reasonable fees and expenses of any counsel retained by them.

      The Distributor  agrees to notify the Company promptly of the commencement
of any litigation or proceedings against it or any of its officers in connection
with the issue and sale of any of the Company's Shares.

ARTICLE 9. Consequential  Damages.  In no event and under no circumstances shall
either  party  to  this  Agreement  be  liable  to  anyone,  including,  without
limitation, the other party, for consequential damages for any act or failure to
act under any provision of this Agreement.

ARTICLE 10.  Effective  Date.  This Agreement shall be effective with respect to
each Fund upon its  execution  (or, if a particular  Fund is not in existence on
such  date,  on the  earlier  of the date an  amendment  to  Schedule  C of this
Agreement  relating to that Fund is executed or the Distributor begins providing
services under this Agreement with respect to such Fund), and, unless terminated
as provided,  shall  continue in force for a two-year term and  thereafter  from
year to year,  provided that such annual  continuance  is approved by (i) either
the  vote of a  majority  of the  Directors  of the  Company,  or the  vote of a
majority of the outstanding  voting  securities of the applicable Fund, and (ii)
the vote of a majority of those  Directors of the Company who are not parties to
this Agreement or the Company's  distribution plan or interested  persons of any
such party ("Qualified  Directors"),  cast in person at a meeting called for the
purpose of voting on the approval.  This Agreement shall automatically terminate
in the event of its  assignment.  As used in this paragraph the terms "vote of a
majority of the outstanding  voting  securities,"  "assignment"  and "interested
person"  shall  have the  respective  meanings  specified  in the 1940  Act.  In
addition,  this  Agreement  may at any time be terminated as to any or all Funds
without  penalty  by  the  Distributor  by a vote  of a  majority  of  Qualified
Directors or by vote of a majority of the outstanding voting


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securities  of each Fund upon not less than sixty days prior  written  notice to
the other party.

ARTICLE 11. Notices.  All notices provided for or permitted under this Agreement
shall  be  deemed  effective  upon  receipt,  and  shall be in  writing  and (a)
delivered  personally,  (b) sent by  commercial  overnight  courier with written
verification  of receipt,  or (c) sent by certified  or  registered  U.S.  mail,
postage prepaid and return receipt  requested,  to the party to be notified,  at
the address for such party set forth below.  Notices to the Distributor shall be
sent to the attention of: General Counsel,  SEI Investments  Distribution Co., 1
Freedom Valley Drive,  Oaks,  Pennsylvania  19456.  Notices to the Fund shall be
sent to TD Asset  Management  USA  Inc.,31 W. 52nd  Street,  New York,  New York
10019, Attention: Michele R. Teichner.

ARTICLE 12. Limitation of Liability.  A copy of the Articles of Incorporation of
the Company is on file with the Secretary of State of the State of Maryland, and
notice  is  hereby  given  that  this  Agreement  is  executed  on behalf of the
Directors  of the  Company  as  Directors  and not  individually  and  that  the
obligations  of this  instrument  are not  binding  upon  any of the  Directors,
officers or shareholders of the Company  individually  but binding only upon the
assets and property of the Company.

ARTICLE 13. Dispute Resolution. Whenever either party desires to institute legal
proceedings  against  the other  concerning  this  Agreement,  it shall  provide
written  notice to that effect to such other  party.  The party  providing  such
notice shall refrain from  instituting  said legal  proceedings  for a period of
thirty days  following  the date of provision  of such notice.  In the case of a
temporary restraining order,  preliminary injunction,  or similar time-sensitive
legal action,  the party  providing  such notice shall refrain from  instituting
said legal  proceeding for a period of five days following the date of provision
of such  notice.  The parties  shall  attempt in good faith to amicably  resolve
their dispute by negotiation among their executive officers.

ARTICLE 14. Entire Agreement;  Amendments. This Agreement constitutes the entire
agreement  between the parties hereto and supersedes any prior agreement,  draft
or  agreement  or proposal  with  respect to the  subject  matter  hereof.  This
Agreement or any part hereof may be changed or waived only by an  instrument  in
writing  signed by the party against which  enforcement of such change or waiver
is sought.

ARTICLE 15.  Governing Law. This Agreement shall be governed by and construed in
accordance  with the laws of the State of New York without  giving effect to any
conflict of laws or choice of laws rules or  principles  thereof.  To the extent
that the  applicable  laws of the State of New York, or any of the provisions of
this  Agreement,  conflict with the  applicable  provisions of the 1940 Act, the
latter shall control.

ARTICLE  16.  Counterparts.  This  Agreement  may be  executed  in  two or  more
counterparts,  all of which shall constitute one and the same  instrument.  Each
such counterpart  shall be deemed an original,  and it shall not be necessary in
making  proof of this  Agreement  to produce  or account  for more than one such
counterpart.  This Agreement  shall be deemed  executed by both parties when any
one or more  counterparts  hereof or thereof,  individually  or taken  together,
bears the original or facsimile signatures of each of the parties.

ARTICLE  17.  Force  Majeure.  No  breach of any  obligation  of a party to this
Agreement  (other than obligations to pay amounts owed) will constitute an event
of default or breach to the extent it arises out of a cause, existing or future,
that is beyond  the  control  and  without  negligence  of the  party  otherwise
chargeable with breach or default, including without limitation:  work action or
strike;  lockout  or other  labor  dispute;  flood;  war;  riot;  theft;  act of
terrorism,  earthquake or natural  disaster.  Either party desiring to rely upon
any of the  foregoing  as an excuse for default or breach  will,  when the cause
arises, give to


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the other party prompt  notice of the facts which  constitute  such cause;  and,
when the cause ceases to exist, give prompt notice thereof to the other party.

ARTICLE 18. Severability.  Any provision of this Agreement that is determined to
be invalid or  unenforceable  in any  jurisdiction  shall be  ineffective to the
extent of such  invalidity or  unenforceability  in such  jurisdiction,  without
rendering invalid or unenforceable the remaining provisions of this Agreement or
affecting  the  validity  or  enforceability  of  such  provision  in any  other
jurisdiction.  If a court of competent  jurisdiction  declares any  provision of
this Agreement to be invalid or unenforceable,  the parties agree that the court
making such determination shall have the power to reduce the scope, duration, or
area of the provision,  to delete  specific words or phrases,  or to replace the
provision with a provision that is valid and  enforceable and that comes closest
to expressing the original intention of the parties, and this Agreement shall be
enforceable as so modified.

ARTICLE 19. Confidential Information.

      (a) The  Distributor  and the Company (in such  capacity,  the  "Receiving
Party")  acknowledge and agree to maintain the  confidentiality  of Confidential
Information (as hereinafter defined) provided by the Distributor and the Company
(in such capacity,  the  "Disclosing  Party") in connection with this Agreement.
The Receiving  Party shall not disclose or disseminate  the  Disclosing  Party's
Confidential  Information to any person other than (a) those employees,  agents,
contractors,  subcontractors  and licensees of the Receiving  Party, or (b) with
respect to the  Distributor as a Receiving  Party, to those  employees,  agents,
contractors,  subcontractors and licensees of any agent or affiliate, who have a
need to know it in  order to  assist  the  Receiving  Party  in  performing  its
obligations,  or to permit the Receiving Party to exercise its rights under this
Agreement.  In addition, the Receiving Party (a) shall take all reasonable steps
to  prevent   unauthorized   access  to  the  Disclosing  Party's   Confidential
Information,   and  (b)  shall  not  use  the  Disclosing  Party's  Confidential
Information,   or  authorize  other  persons  to  use  the  Disclosing   Party's
Confidential  Information,  for  any  purposes  other  than in  connection  with
performing its obligations or exercising its rights  hereunder.  As used herein,
"reasonable  steps" means steps that a party takes to protect its own, similarly
confidential or proprietary  information of a similar nature,  which steps shall
in no event be less than a reasonable standard of care.

      (b) The term  "Confidential  Information," as used herein,  shall mean all
business   strategies,   plans   and   procedures,    proprietary   information,
methodologies,  data and trade secrets,  and other confidential  information and
materials (including, without limitation, any non-public personal information as
defined in  Regulation  S-P) of the  Disclosing  Party,  its  affiliates,  their
respective  clients or  suppliers,  or other persons with whom they do business,
that may be  obtained  by the  Receiving  Party  from any  source or that may be
developed as a result of this Agreement.


                                       7


      (c) The provisions of this Article 19 respecting Confidential  Information
shall not apply to the extent,  but only to the extent,  that such  Confidential
Information: (a) is already known to the Receiving Party free of any restriction
at the  time it is  obtained  from the  Disclosing  Party,  (b) is  subsequently
learned  from an  independent  third party free of any  restriction  and without
breach of this  Agreement;  (c) is or  becomes  publicly  available  through  no
wrongful act of the  Receiving  Party or any third party;  (d) is  independently
developed  by or for the  Receiving  Party  without  reference  to or use of any
Confidential  Information  of the  Disclosing  Party;  or (e) is  required to be
disclosed   pursuant  to  an  applicable  law,  rule,   regulation,   government
requirement  or court  order,  or the  rules of any  stock  exchange  (provided,
however,  that the  Receiving  Party shall advise the  Disclosing  Party of such
required  disclosure  promptly  upon  learning  thereof  in order to afford  the
Disclosing  Party a reasonable  opportunity to contest,  limit and/or assist the
Receiving Party in crafting such disclosure).

      (d) The Receiving Party shall advise its employees,  agents,  contractors,
subcontractors  and  licensees,  and shall require its agents and  affiliates to
advise their employees,  agents,  contractors,  subcontractors and licensees, of
the Receiving  Party's  obligations  of  confidentiality  and non-use under this
Article 19, and shall be  responsible  for  ensuring  compliance  by its and its
affiliates' employees,  agents,  contractors,  subcontractors and licensees with
such  obligations.  In addition,  the Receiving  Party shall require all persons
that are provided  access to the Disclosing  Party's  Confidential  Information,
other than the  Receiving  Party's  accountants  and legal  counsel,  to execute
confidentiality or non-disclosure agreements containing provisions substantially
similar  to those  set forth in this  Article  19.  The  Receiving  Party  shall
promptly   notify  the  Disclosing   Party  in  writing  upon  learning  of  any
unauthorized   disclosure  or  use  of  the  Disclosing   Party's   Confidential
Information by such persons.

      (e) Upon the Disclosing  Party's written request following the termination
of this  Agreement,  the Receiving Party promptly shall return to the Disclosing
Party, or destroy, all Confidential Information of the Disclosing Party provided
under or in connection with this Agreement,  including all copies,  portions and
summaries thereof.  Notwithstanding  the foregoing  sentence,  (a) the Receiving
Party may retain one copy of each item of the  Disclosing  Party's  Confidential
Information  for  purposes  of  identifying  and  establishing  its  rights  and
obligations  under this Agreement,  for archival or audit purposes and/or to the
extent  required  by  applicable  law,  and (b) the  Distributor  shall  have no
obligation  to return or destroy  Confidential  Information  of the Company that
resides in saved tapes of Distributor;  provided,  however,  that in either case
all such Confidential  Information  retained by the Receiving Party shall remain
subject to the  provisions  of Article 19 for so long as it is so  retained.  If
requested by the Disclosing  Party, the Receiving Party shall certify in writing
its compliance with the provisions of this paragraph.

ARTICLE:  20. Privacy.  Nonpublic  personal  financial  information  relating to
consumers  or customers of the Funds  provided by, or at the  direction  of, the
Company to the  Distributor,  or  collected  or retained by the  Distributor  to
perform  its  obligations  as  distributor,  shall  be  considered  Confidential
Information.  The Distributor  shall not disclose or otherwise use any nonpublic
persona1 financial information relating to present or former shareholders of the
Funds other than for the purposes for which that  information  was  disclosed to
the  Distributor,  including use under an exception in Rules 13, 14 or 15 of SEC
Regulation S-P in the ordinary  course of business to carry out those  purposes.
The  Distributor  shall  have in place and  maintain  physical,  electronic  and
procedural   safeguards   reasonably   designed   to   protect   the   security,
confidentiality  and integrity of, and to prevent  unauthorized access to or use
of, records and information relating to consumers and customers of the Funds.

ARTICLE 21.  Anti-Money  Laundering.  The Distributor  represents that it has in
place  anti-money  laundering  procedures  which comply with  applicable  law in
jurisdictions in which Shares are distributed.


                                       8


The Distributor agrees to notify the Company of any suspicious activity of which
it becomes aware relating to  transactions  involving  Shares.  Upon  reasonable
request,  the  Distributor  agrees to provide  the  Company  with  documentation
relating to its anti-money  laundering policies and procedures.  The Distributor
shall include specific contractual  provisions  regarding anti-money  laundering
compliance  obligations in agreements  entered into by the Distributor  with any
dealer that is authorized to effect transactions in Shares.

ARTICLE 22. Use of Name.

      (a) The Company shall not use the name of the  Distributor,  or any of its
affiliates,  in any  prospectus  or statement of additional  information,  sales
literature, and other material relating to the Company in any manner without the
prior  written  consent  of the  Distributor  (which  shall not be  unreasonably
withheld);  provided,  however,  that the Distributor hereby approves all lawful
uses of the names of the  Distributor  and its  affiliates in the prospectus and
statement of additional  information  of the Company and in all other  materials
which merely refer in accurate terms to their appointment hereunder or which are
required by applicable  law,  regulations  or otherwise by the SEC, NASD, or any
state securities authority.

      (b) Neither the Distributor  nor any of its affiliates  shall use the name
of  the  Company  in  any  publicly  disseminated  materials,   including  sales
literature,  in any manner  without  the prior  written  consent of the  Company
(which shall not be unreasonably  withheld);  provided,  however,  that the Fund
hereby approves all lawful uses of its name in any required  regulatory  filings
of the  Distributor  which merely refer in accurate terms to the  appointment of
the Distributor hereunder,  or which are required by applicable law, regulations
or otherwise by the SEC, NASD, or any state securities authority.

ARTICLE 23. Insurance.  The Distributor agrees to maintain  liability  insurance
coverage which is, in scope and amount,  consistent  with coverage  customary in
the industry for distribution  activities similar to the distribution activities
provided to the Company hereunder. The Distributor shall notify the Company upon
receipt of any notice of material,  adverse change in the terms or provisions of
its insurance  coverage that may materially  and adversely  affect the Company's
rights  hereunder.  Such  notification  shall include the date of change and the
reason or reasons  therefor.  The  Distributor  shall  notify the Company of any
material  claims  against  it,  whether  or not  covered by  insurance  that may
materially and adversely affect the Company's rights hereunder.

ARTICLE 24.  Survival of  Indemnification.  The  indemnifications  provided by a
party hereunder shall be a continuing  obligation of such party,  its successors
and assigns, notwithstanding the termination of this Agreement.

ARTICLE 25. Separate Portfolios. This Agreement shall be construed to be made by
the  Company as a separate  Agreement  with  respect to each Fund,  and under no
circumstances  shall the  rights,  obligations  or  remedies  with  respect to a
particular Fund be deemed to constitute a right, obligation or remedy applicable
to any other Fund.

                                     *****


                                       9


      IN WITNESS  WHEREOF,  the Company and Distributor  have each duly executed
this Agreement, as of the day and year above written.

TD ASSET MANAGEMENT USA FUNDS INC.             SEI INVESTMENTS DISTRIBUTION CO.



By:/s/ Michele R. Teichner                     By: /s/ Thomas G. Rodman
--------------------------                     ------------------------
Name: Michele R. Teichner                      Name: Thomas G. Rodman
Title: VP                                      Title: COO & SVP


                                       10


                                   SCHEDULE A
                                   ----------

NASD Review

o     Review and approve all Fund marketing  materials for compliance with SEC &
      NASD advertising rules

o     Conduct NASD filing of materials

o     Respond to NASD comments on marketing materials, as necessary

o     Provide  the  Company  with copy of SEI's SEC & NASD  Marketing  Materials
      Guidebook

o     Provide access to the Distributor's proprietary marketing automated review
      system

Contract Management

o     Coordinate and execute sub-distribution  agreements with broker/dealers on
      behalf of Funds

o     Coordinate  and execute  operational  agreements  related to the  services
      contemplated  by this Agreement  (networking  agreements,  NSCC redemption
      agreements, etc.)

o     Coordinate  and execute on behalf of the Company  shareholder  service and
      similar  agreements  to the extent  permitted  by  applicable  law, and as
      contemplated by the Company's  distribution  and/or shareholder  servicing
      plan


                                       11


                                   SCHEDULE B
                                   ----------

                                      Fees

The Distributor shall receive from the Company, to the extent available pursuant
to Article  5(c)  hereof,  fees in the amount of  $25,000  annually,  payable in
equally monthly installments of $2083.33,  and to the extent not available,  the
Distributor  shall  look  solely to the  Company's  investment  adviser  for the
payment of such fees.


                                       12


                                   SCHEDULE C
                                   ----------

                             PORTFOLIOS AND CLASSES

TDAM Money Market Portfolio - Investor Class
TDAM Money Market Portfolio - Premium Class
TDAM Money Market Portfolio - Class A
TDAM Money Market Portfolio - Select Class
TDAM U.S. Government Portfolio - Investor Class
TDAM U.S. Government Portfolio - Class A
TDAM Municipal Portfolio - Investor Class
TDAM Municipal Portfolio - Class A
TDAM California Municipal Money Market Portfolio - Investor Class
TDAM California Municipal Money Market Portfolio - Class A
TDAM New York Municipal Money Market Portfolio - Investor Class
TDAM New York Municipal Money Market Portfolio - Class A
TDAM Institutional Money Market Portfolio - Institutional Class
TDAM Institutional Money Market Portfolio - Institutional Service Class
TDAM Institutional U.S. Government Fund - Institutional Class
TDAM Institutional U.S. Institutional Government
  Fund - Institutional Service Class
TDAM Short-Term Investment Fund
TDAM Short-Term Bond Fund


                                       13