Simpson Thacher & Bartlett LLP

425 Lexington Ave

New York, NY 10017

January 8, 2010

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention:  Steven I. Amchan

Re:           APP WD:  TDAM USA Inc., File No. 812-13730

Ladies and Gentlemen:

On December 11, 2009, TDAM USA Inc. (the"Applicant") filed an application (the "Application") with the Securities and Exchange Commission (the "Commission") for an order under Section 9(c) of the Investment Company Act of 1940 (the "Act") for an exemption from the provisions of Section 9(a) of the Act. The Application was assigned File No. 812-13730. On behalf of the Applicant, I hereby respectfully request that the Application be withdrawn and that the Commission take no further action with respect thereto.

Thank you for your attention to this matter. Any questions regarding this request should be directed to David M. Cooke at (212) 455-7102.

Very truly yours,

SIMPSON THACHER & BARTLETT LLP

By           /s/ Ellen Patterson                             

Ellen Patterson