Obligation TD Bank 0% ( US89114RN695 ) en USD

TD Bank

100 % ▼

Canada

US89114RN695 ( en USD )

28/06/2023 - Obligation échue

Prospectus brochure de l'obligation Toronto-Dominion Bank US89114RN695 en USD 0%, échue

1 000 USD

2 371 000 USD

89114RN69

N/A

La Toronto-Dominion Bank (TD Bank) est une banque multinationale canadienne offrant une vaste gamme de services financiers, notamment des services bancaires de détail, des services bancaires aux entreprises, des services de gestion de patrimoine et des services de marchés des capitaux, au Canada et aux États-Unis.

L'obligation de la Toronto-Dominion Bank (ISIN : US89114RN695, CUSIP : 89114RN69), émise au Canada en USD pour un montant total de 2 371 000 unités (taille minimale à l'achat : 1 000), à un taux d'intérêt de 0%, est arrivée à maturité le 28 juin 2023 et a été intégralement remboursée au prix de 100%.

424B2 1 form424b2.htm PRICING SUPPLEMENT
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -2 3 1 7 5 1

Pricing Supplement dated June 26, 2020 to the
Product Prospectus Supplement MLN-EI-1 dated June 19, 2019 and
Prospectus Dated June 18, 2019
The Toronto-Dominion Bank
$2,371,000
Callable Contingent Interest Barrier Notes Linked to the Least Performing of the Dow Jones Industrial Average®, the Russell
2000® Index and the S&P 500® Index Due June 28, 2023
The Toronto-Dominion Bank ("TD" or "we") has offered the Callable Contingent Interest Barrier Notes (the "Notes") linked to the least performing of the Dow Jones
Industrial Average®, the Russell 2000® Index and the S&P 500® Index (each, a "Reference Asset" and together, the "Reference Assets").
The Notes will pay a Contingent Interest Payment on a Contingent Interest Payment Date (including the Maturity Date) at a per annum rate of 9.08% (the "Contingent
Interest Rate") only if, on the related Contingent Interest Observation Date, the Closing Value of each Reference Asset is greater than or equal to its Contingent Interest
Barrier Value, which is equal to 70.00% of its Initial Value. If, however, the Closing Value of any Reference Asset is less than its Contingent Interest Barrier Value on a
Contingent Interest Observation Date, no Contingent Interest Payment will accrue or be payable on the related Contingent Interest Payment date.
TD may, in its discretion, elect to call the Notes (an "Issuer Call") in whole, but not in part, on any Call Payment Date upon at least three Business Days' prior written
notice, regardless of the Closing Values of the Reference Assets. If TD elects to call the Notes prior to maturity, the Call Payment Date will be the first following
Contingent Interest Payment Date and, on such date, we will pay you a cash payment per Note equal to the Principal Amount plus any Contingent Interest Payment
otherwise due. No further payments will be made on the Notes following an Issuer Call.
If TD does not elect to call the Notes prior to maturity, the amount we pay at maturity, in addition to any Contingent Interest Payment otherwise due, if anything, will
depend on the Closing Value of each Reference Asset on its Final Valuation Date (each, its "Final Value") relative to its Barrier Value, which is equal to 60.00% of its
Initial Value, calculated as follows:
·
If the Final Value of each Reference Asset is greater than or equal to its Barrier Value:
the Principal Amount of $1,000
·
If the Final Value of any Reference Asset is less than its Barrier Value:
the sum of (1) $1,000 plus (2) the product of (i) $1,000 times (ii) the Least Performing Percentage Change
If TD does not elect to call the Notes prior to maturity, investors may suffer a loss on their initial investment that is proportionate to the Reference Asset with
the lowest Percentage Change from its Initial Value to its Final Value (the "Least Performing Reference Asset") over the term of the Notes. Specifically,
investors will lose 1% of the Principal Amount of the Notes for each 1% that the Final Value of the Least Performing Reference Asset is less than its Initial
Value, and may lose the entire Principal Amount. Any payments on the Notes are subject to our credit risk.
T he N ot e s do not gua ra nt e e t he pa ym e nt of a ny Cont inge nt I nt e re st Pa ym e nt s or t he re t urn of t he Princ ipa l Am ount . I nve st ors a re e x pose d
t o t he m a rk e t risk of e a c h Re fe re nc e Asse t on e a c h Cont inge nt I nt e re st Obse rva t ion Da t e (inc luding t he Fina l V a lua t ion Da t e ) a nd a ny
de c line in t he va lue of one Re fe re nc e Asse t w ill not be offse t or m it iga t e d by a le sse r de c line or pot e nt ia l inc re a se in t he va lue of a ny ot he r
Re fe re nc e Asse t . I f t he Fina l V a lue of a ny Re fe re nc e Asse t is le ss t ha n it s Ba rrie r V a lue , inve st ors m a y lose up t o t he ir e nt ire inve st m e nt in
t he N ot e s. Any pa ym e nt s on t he N ot e s a re subje c t t o our c re dit risk .
The Notes are unsecured and are not savings accounts or insured deposits of a bank. The Notes are not insured or guaranteed by the Canada Deposit Insurance
Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency or instrumentality of Canada or the United States. The Notes will not be
listed or displayed on any securities exchange or electronic communications network.
T he N ot e s ha ve c om ple x fe a t ure s a nd inve st ing in t he N ot e s involve s a num be r of risk s. Se e "Addit iona l Risk Fa c t ors" be ginning on pa ge P -
7 of t his pric ing supple m e nt , "Addit iona l Risk Fa c t ors Spe c ific t o t he N ot e s" be ginning on pa ge PS -6 in t he produc t prospe c t us supple m e nt
M LN -EI -1 da t e d J une 1 9 , 2 0 1 9 (t he "produc t prospe c t us supple m e nt ") a nd "Risk Fa c t ors" on pa ge 1 of t he prospe c t us da t e d J une 1 8 , 2 0 1 9
(t he "prospe c t us").
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d of t he se
N ot e s or de t e rm ine d t ha t t his pric ing supple m e nt , t he produc t prospe c t us supple m e nt or t he prospe c t us is t rut hful or c om ple t e . Any
re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
We will deliver the Notes in book-entry only form through the facilities of The Depository Trust Company on the Issue Date against payment in immediately available funds.
The estimated value of your Notes at the time the terms of your Notes were set on the Pricing Date was $923.80 per Note, as discussed further under "Additional Risk
Factors -- Estimated Value" beginning on page P-9 and "Additional Information Regarding the Estimated Value of the Notes" on page P-29 of this pricing supplement.
The estimated value is less than the public offering price of the Notes.

Public Offe ring Pric e 1
U nde rw rit ing Disc ount 1 2
Proc e e ds t o T D 2
Per Note
$1,000.00
$36.30
$963.70
Total
$2,371,000.00
$86,067.30
$2,284,932.70
1 Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may have agreed to forgo some or all of their selling concessions, fees or commissions. The
public offering price for investors purchasing the Notes in these accounts may have been as low as $963.70 (96.37%) per $1,000.00 Principal Amount of the Notes.
2 TD Securities (USA) LLC ("TDS") will receive a commission of $36.30 (3.63%) per $1,000.00 Principal Amount of the Notes and will use all of that commission to allow selling
concessions to other dealers in connection with the distribution of the Notes. TDS will resell the Notes to other securities dealers at the Principal Amount less a concession of $36.30
per Note. The other dealers may have agreed to forgo, in their sole discretion, some or all of their selling concessions. The total "Underwriting Discount" and "Proceeds to TD"
specified above reflect the aggregate of the underwriting discount at the time TD established its hedge positions on or prior to the Pricing Date, which may have been variable and
fluctuated depending on market conditions at such times. TD will reimburse TDS for certain expenses in connection with its role in the offer and sale of the Notes, and TD will pay
TDS a fee in connection with its role in the offer and sale of the Notes. See "Supplemental Plan of Distribution (Conflicts of Interest)" herein.
The public offering price, underwriting discount and proceeds to TD listed above relate to the Notes we issue initially. We may decide to sell additional Notes after the date of this pricing
supplement, at public offering prices and with underwriting discounts and proceeds to TD that differ from the amounts set forth above. The return (whether positive or negative) on your
investment in the Notes will depend in part on the public offering price you pay for such Notes.
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TD SECURITIES (USA) LLC
P-1
Ca lla ble Cont inge nt I nt e re st Ba rrie r N ot e s Link e d t o t he Le a st Pe rform ing of t he
Dow J one s I ndust ria l Ave ra ge ® , t he Russe ll 2 0 0 0 ® I nde x a nd t he S& P 5 0 0 ® I nde x
Due J une 2 8 , 2 0 2 3

Summary
The information in this "Summary" section is qualified by the more detailed information set forth in this pricing supplement, the product
prospectus supplement and the prospectus.
I ssue r:
TD
I ssue :
Senior Debt Securities, Series E
T ype of N ot e :
Callable Contingent Interest Barrier Notes
T e rm :
Approximately 3 years, subject to an Issuer Call
Re fe re nc e Asse t s:
Dow Jones Industrial Average® (Bloomberg ticker: INDU, "INDU"), the Russell 2000® Index (Bloomberg ticker:
RTY, "RTY") and the S&P 500® Index (Bloomberg ticker: SPX, "SPX")
CU SI P / I SI N :
89114RN69 / US89114RN695
Age nt :
TDS
Curre nc y:
U.S. Dollars
M inim um I nve st m e nt :
$1,000 and minimum denominations of $1,000 in excess thereof
Princ ipa l Am ount :
$1,000 per Note
Pric ing Da t e :
June 26, 2020
I ssue Da t e :
June 30, 2020, which is two Business Days following the Pricing Date.
Fina l V a lua t ion Da t e :
The final Contingent Interest Observation Date, as described below under "Contingent Interest Observation
Dates" and as described under "General Terms of the Notes -- Market Disruption Events" in the product
prospectus supplement.
M a t urit y Da t e :
June 28, 2023, subject to postponement as described below under "Contingent Interest Observation Dates" or,
if such day is not a Business Day, the next following Business Day.
I ssue r Ca ll Fe a t ure :
TD may, in its discretion, elect to call the Notes (an "Issuer Call") in whole, but not in part, on any Call Payment
Date upon at least three Business Days' prior written notice, regardless of the Closing Values of the Reference
Assets. If TD elects to call the Notes prior to maturity, on the Call Payment Date, we will pay you a cash
payment per Note equal to the Principal Amount plus any Contingent Interest Payment otherwise due. No
further payments will be made on the Notes following an Issuer Call.
Ca ll Pa ym e nt Da t e :
If TD elects to call the Notes prior to maturity, the Call Payment Date will be the first following Contingent
Interest Payment Date.
TD SECURITIES (USA) LLC
P-2
Cont inge nt I nt e re st If the Closing Value of each Reference Asset is greater than or equal to its Contingent Interest Barrier Value
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Pa ym e nt :
on any Contingent Interest Observation Date, a Contingent Interest Payment will be paid to you on the
corresponding Contingent Interest Payment Date, in an amount equal to:

Principal Amount x Contingent Interest Rate x ¼
If the Closing Value of any Reference Asset is less than its Contingent Interest Barrier Value on any
Contingent Interest Observation Date, you will receive no Contingent Interest Payment on the corresponding
Contingent Interest Payment Date.
Cont inge nt I nt e re st Pa ym e nt s on t he N ot e s a re not gua ra nt e e d. Y ou w ill not re c e ive a
Cont inge nt I nt e re st Pa ym e nt on a Cont inge nt I nt e re st Pa ym e nt Da t e if t he Closing V a lue
of a ny Re fe re nc e Asse t on t he re la t e d Cont inge nt I nt e re st Obse rva t ion Da t e is le ss t ha n
it s Cont inge nt I nt e re st Ba rrie r V a lue .
All amounts used in or resulting from any calculation relating to a Contingent Interest Payment will be rounded
upward or downward, as appropriate, to the nearest tenth of a cent.
Cont inge nt I nt e re st 9.08% per annum
Ra t e :
Cont inge nt I nt e re st
With respect to INDU, 17,510.885 (70.00% of its Initial Value).
Ba rrie r
With respect to RTY, 965.146 (70.00% of its Initial Value).
V a lue :
With respect to SPX, 2,106.335 (70.00% of its Initial Value).

Cont inge nt I nt e re st
Quarterly, on the 26th calendar day of each March, June, September and December, commencing on
Obse rva t ion Da t e s:
September 26, 2020 and ending on June 26, 2023 (the "Final Valuation Date"), or, if such day is not a Trading
Day, the next following Trading Day. If a Market Disruption Event occurs or is continuing with respect to a

Reference Asset on any Contingent Interest Observation Date for any Reference Asset, the Contingent
Interest Observation Date for the affected Reference Asset will be postponed until the next Trading Day on
which no Market Disruption Event occurs or is continuing for that Reference Asset. In no event, however, will
any Contingent Interest Observation Date for any Reference Asset be postponed by more than eight Trading
Days. If the determination of the Closing Value of a Reference Asset for any Contingent Interest Observation
Date is postponed to the last possible day, but a Market Disruption Event occurs or is continuing on that day,
that day will nevertheless be the date on which the Closing Value of such Reference Asset will be determined.
In such an event, the Calculation Agent will estimate the Closing Value that would have prevailed in the
absence of the Market Disruption Event. For the avoidance of doubt, if on any Contingent Interest Observation
Date, no Market Disruption Event is occurring with respect to a particular Reference Asset, the Contingent
Interest Observation Date for such Reference Asset will be made on the originally scheduled Observation Date
irrespective of the occurrence of a Market Disruption event with respect to another Reference Asset. If a
Contingent Interest Observation Date (or the Final Valuation Date) is postponed, the corresponding Contingent
Interest Payment Date (or Maturity Date) or Call Payment Date, as applicable, will be postponed to maintain
the same number of Business Days between such dates as existed prior to the postponement(s).
Cont inge nt I nt e re st With respect to each Contingent Interest Observation Date, the third Business Day following the relevant
Pa ym e nt
Contingent Interest Observation Date, with the exception of the final Contingent Interest Payment Date, which
Da t e s:
will be the Maturity Date, subject to postponement as described above under "-- Contingent Interest
Observation Dates" or, in each case, if such day is not a Business Day, the next following Business Day.
TD SECURITIES (USA) LLC
P-3
Pa ym e nt a t M a t urit y:
If TD does not elect to call the Notes prior to maturity, on the Maturity Date, in addition to any Contingent
Interest Payment otherwise due, we will pay a cash payment, if anything, per Note equal to:

If the Final Value of each Reference Asset is greater than or equal to its Barrier Value:
Principal Amount of $1,000.
If the Final Value of any Reference Asset is less than its Barrier Value:
$1,000 + $1,000 x Least Performing Percentage Change.
In this scenario, investors will suffer a loss on their initial investment that is proportionate to the
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Reference Asset with the lowest Percentage Change from its Initial Value to its Final Value (the "Least
Performing Reference Asset") over the term of the Notes. Specifically, investors will lose 1% of the
Principal Amount of the Notes for each 1% that the Final Value of the Least Performing Reference
Asset is less than its Initial Value, and may lose the entire Principal Amount. Any payments on the
Notes are subject to our credit risk.
All amounts used in or resulting from any calculation relating to the Payment at Maturity will be rounded
upward or downward, as appropriate, to the nearest cent.
Pe rc e nt a ge Cha nge :
For each Reference Asset, the Percentage Change is the quotient, expressed as a percentage, of the following
formula:

Final Value Initial Value
Initial Value
I nit ia l V a lue :
With respect to INDU, 25,015.55.

With respect to RTY, 1,378.780.
With respect to SPX, 3,009.05.
The Initial Value of each Reference Asset equals its Closing Value on the Pricing Date, as determined by the
Calculation Agent.
Closing V a lue :
For each Reference Asset, the Closing Value will be its official closing value published by its Index Sponsor (as
defined under "Information Regarding the Reference Assets" herein) or any "successor index" (as defined in

the product prospectus supplement) on any Trading Day for such Reference Asset, in each case as displayed
on the relevant Bloomberg Professional® service ("Bloomberg") page or any successor page or service.
Fina l V a lue :
For each Reference Asset, the Closing Value of such Reference Asset on its Final Valuation Date.
Ba rrie r V a lue :
With respect to INDU, 15,009.33 (60.00% of its Initial Value).

With respect to RTY, 827.268 (60.00% of its Initial Value).
With respect to SPX, 1,805.43 (60.00% of its Initial Value).
Le a st Pe rform ing
The Reference Asset with the lowest Percentage Change as compared to the Percentage Change of any other
Re fe re nc e
Reference Asset.
Asse t :
Le a st Pe rform ing
The Percentage Change of the Least Performing Reference Asset.
Pe rc e nt a ge
Cha nge :
M onit oring Pe riod:
Final Valuation Date Monitoring
T ra ding Da y:
A day on which the NYSE and the Nasdaq Stock Market, or their successors, are scheduled to be open for
trading, as determined by the Calculation Agent.
Busine ss Da y:
Any day that is a Monday, Tuesday, Wednesday, Thursday or Friday that is neither a legal holiday nor a day
on which banking institutions are authorized or required by law to close in New York City.
TD SECURITIES (USA) LLC
P-4
U .S. T a x T re a t m e nt :
By purchasing the Notes, you agree, in the absence of a statutory or regulatory change or an administrative
determination or judicial ruling to the contrary, to treat the Notes, for U.S. federal income tax purposes, as

prepaid derivative contracts with respect to the Reference Assets. Pursuant to this approach, it is likely that
any Contingent Interest Payment that you receive should be included in ordinary income at the time you
receive the payment or when it accrues, depending on your regular method of accounting for U.S. federal
income tax purposes. Based on certain factual representations received from us, our special U.S. tax counsel,
https://www.sec.gov/Archives/edgar/data/947263/000114036120015014/form424b2.htm[6/29/2020 1:20:10 PM]

Cadwalader, Wickersham & Taft LLP, is of the opinion that it would be reasonable to treat the Notes in the
manner described above. However, because there is no authority that specifically addresses the tax treatment
of the Notes, it is possible that your Notes could alternatively be treated for tax purposes as a single contingent
payment debt instrument, or pursuant to some other characterization, such that the timing and character of
your income from the Notes could differ materially and adversely from the treatment described above, as
described further herein under "Material U.S. Federal Income Tax Consequences" herein and in the product
prospectus supplement under "Material U.S. Federal Income Tax Consequences". An inve st m e nt in t he
N ot e s is not a ppropria t e for non -U .S. holde rs, a nd w e w ill not a t t e m pt t o a sc e rt a in t he
t a x c onse que nc e s t o non -U .S. holde rs of t he purc ha se , ow ne rship or disposit ion of t he
N ot e s.
Ca na dia n T a x Please see the discussion in the product prospectus supplement under "Supplemental Discussion of Canadian
T re a t m e nt :
Tax Consequences," which applies to the Notes.
Re c ord Da t e :
The Business Day preceding the relevant Contingent Interest Payment Date, provided that if you sell the Notes
in the secondary market on a Contingent Interest Observation Date, assuming the standard T+2 settlement, the
purchaser of the Notes shall be deemed to be the record holder as of the applicable record date and,
therefore, you will not be entitled to any payment attributable to that date.
Ca lc ula t ion Age nt :
TD
List ing:
The Notes will not be listed or displayed on any securities exchange or electronic communications network.
Ca na dia n Ba il -in:
The Notes are not bail-inable debt securities (as defined in the prospectus) under the Canada Deposit
Insurance Corporation Act.
TD SECURITIES (USA) LLC
P-5
Additional Terms of Your Notes
You should read this pricing supplement together with the prospectus, as supplemented by the product prospectus supplement MLN-EI-1 (the
"product prospectus supplement"), relating to our Senior Debt Securities, Series E, of which these Notes are a part. Capitalized terms used but
not defined in this pricing supplement will have the meanings given to them in the product prospectus supplement. In the event of any conflict
the following hierarchy will govern: first, this pricing supplement; second, the product prospectus supplement; and last, the prospectus. The
Notes vary from the terms described in the product prospectus supplement in several important ways. You should read this pricing
supplement carefully.
This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all
prior
or
contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade
ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among
other things, the matters set forth in "Additional Risk Factors" herein, "Additional Risk Factors Specific to the Notes" in the product prospectus
supplement and "Risk Factors" in the prospectus, as the Notes involve risks not associated with conventional debt securities. We urge you to
consult your investment, legal, tax, accounting and other advisors concerning an investment in the Notes. You may access these documents on
the SEC website at www.sec.gov as follows (or if that address has changed, by reviewing our filings for the relevant date on the SEC website):
?
Prospectus dated June 18, 2019:
http://www.sec.gov/Archives/edgar/data/947263/000119312519175701/d741334d424b3.htm
?
Product Prospectus Supplement MLN-EI-1 dated June 19, 2019:
http://www.sec.gov/Archives/edgar/data/947263/000114036119011262/form424b3.htm
Our Central Index Key, or CIK, on the SEC website is 0000947263. As used in this pricing supplement, the "Bank," "we," "us," or "our" refers to
The Toronto-Dominion Bank and its subsidiaries.
We reserve the right to change the terms of, or reject any offer to purchase, the Notes prior to their issuance. In the event of any changes to the
terms of the Notes, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to
reject such changes, in which case we may reject your offer to purchase.
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TD SECURITIES (USA) LLC
P-6
Additional Risk Factors
The Notes involve risks not associated with an investment in conventional debt securities. This section describes the most significant risks
relating to the terms of the Notes. For additional information as to these and other risks, please see "Additional Risk Factors Specific to the
Notes" in the product prospectus supplement and "Risk Factors" in the prospectus.
Investors should consult their investment, legal, tax, accounting and other advisors as to the risks entailed by an investment in the Notes and the
suitability of the Notes in light of their particular circumstances.
Y our I nve st m e nt in t he N ot e s M a y Re sult in a Loss.
The Notes do not guarantee the return of the Principal Amount and investors may lose up to their entire investment in the Notes. Specifically, if
TD does not elect to call the Notes prior to maturity and the Final Value of any Reference Asset is less than its Barrier Value, investors will lose
1% of the Principal Amount of the Notes for each 1% that the Final Value of the Least Performing Reference Asset is less than its Initial Value,
and may lose the entire Principal Amount.
Y ou Will N ot Re c e ive Any Cont inge nt I nt e re st Pa ym e nt for Any Cont inge nt I nt e re st Pa ym e nt Da t e I f t he Closing
V a lue of Any Re fe re nc e Asse t on t he Corre sponding Cont inge nt I nt e re st Obse rva t ion Da t e I s Le ss T ha n it s
Cont inge nt I nt e re st Ba rrie r V a lue .
You will not receive a Contingent Interest Payment on a Contingent Interest Payment Date if the Closing Value of any Reference Asset on the
related Contingent Interest Observation Date is less than its Contingent Interest Barrier Value. If the Closing Value of any Reference Asset is
less than its Contingent Interest Barrier Value on each Contingent Interest Observation Date over the term of the Notes, you will not receive any
Contingent Interest Payments and you will not receive a positive return on your Notes. Generally, this non-payment of any Contingent Interest
Payment will coincide with a greater risk of principal loss on your Notes. Accordingly, if we do not pay the Contingent Interest Payment on the
Maturity Date, investors will incur a loss of principal because the Final Value of the Least Performing Reference Asset will be less than the
Barrier Value, and investors may lose their entire Principal Amount.
T he Pot e nt ia l Posit ive Re t urn on t he N ot e s I s Lim it e d t o t he Cont inge nt I nt e re st Pa ym e nt s Pa id on t he N ot e s, I f
Any, Re ga rdle ss of Any Appre c ia t ion of Any Re fe re nc e Asse t .
The potential positive return on the Notes is limited to any Contingent Interest Payments paid, meaning any positive return on the Notes will be
composed solely by the sum of any Contingent Interest Payments paid over the term of the Notes. Therefore, if the appreciation of any
Reference Asset exceeds the sum of any Contingent Interest Payments actually paid on the Notes, the return on the Notes will be less than the
return on a hypothetical direct investment in such Reference Asset, in a security directly linked to the positive performance of such Reference
Asset or in the stocks and other assets comprising the Reference Asset (the "Reference Asset Constituents"). Further, if TD elects to call the
Notes prior to maturity, you will not receive any Contingent Interest Payments or any other payment in respect of any Contingent Interest
Payment Date after the Call Payment Date and your return on the Notes will likely be less than if the Notes remained outstanding until maturity.
Y our Re t urn M a y Be Le ss t ha n t he Re t urn on a Conve nt iona l De bt Se c urit y of Com pa ra ble M a t urit y.
The return that you will receive on your Notes, which could be negative, may be less than the return you could earn on other investments. The
Notes do not provide for fixed interest payments and you may not receive any Contingent Interest Payments over the term of the Notes. Even if
you do receive one or more Contingent Interest Payments and your return on the Notes is positive, your return may be less than the return you
would earn if you bought a conventional, interest-bearing senior debt security of TD of comparable maturity or if you made a hypothetical direct
investment in any of the Reference Assets or Reference Asset Constituents. Your investment may not reflect the full opportunity cost to you
when you take into account factors that affect the time value of money.
T D M a y Ele c t t o Ca ll t he N ot e s Prior t o t he M a t urit y Da t e And t he N ot e s Are Subje c t t o Re inve st m e nt Risk .
TD may elect to call the Notes in its discretion on any Call Payment Date upon at least three Business Days prior written notice. Following an
Issuer Call, no further payments will be owed to you under the Notes. Therefore, because the Notes could be called as early as the first potential
Call Payment Date, the holding period could be limited. If TD does elect to call the notes prior to maturity, there is no guarantee that you would
be able to reinvest the proceeds from an investment in the Notes at a comparable return for a similar level of risk. Furthermore, to the extent you
are able to reinvest such proceeds in an investment with a comparable return for a similar level of risk, you may incur transaction costs such as
dealer discounts and hedging costs built into the price of the new notes.
It is more likely that TD will elect to call the Notes prior to maturity when the expected amounts payable on the Notes, including Contingent
Interest Payments and the Payment at Maturity, are greater than the amounts that would be payable in the market on other comparable
instruments issued by TD with a similar maturity. The greater likelihood of TD calling the Notes in that environment increases the risk that you
will not be able to reinvest the proceeds from the called Notes in an equivalent investment with a similar Contingent Interest Rate. TD is less
likely to call the Notes prior to maturity when the expected amounts payable on the Notes, both Contingent Interest Payments and at maturity,
are less than the amounts that would be payable in the market on other comparable instruments issued by TD with a similar maturity, which
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includes periods when the values of any of the Reference Assets are less than their respective Contingent Interest Barrier Values and/or their
Barrier Values. Therefore, the Notes are more likely to remain outstanding when the expected amount payable on the Notes is less than what
would be payable on other comparable instruments and when your risk of not receiving a Contingent Interest Payment and/or the Principal
Amount at maturity is relatively higher.
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I nve st ors Are Ex pose d t o t he M a rk e t Risk of Ea c h Re fe re nc e Asse t on Ea c h Cont inge nt I nt e re st Obse rva t ion Da t e
(I nc luding t he Fina l V a lua t ion Da t e ).
Your return on the Notes is not linked to a basket consisting of the Reference Assets. Rather, it will be contingent upon the performance of each
Reference Asset. Unlike an instrument with a return linked to a basket of indices, common stocks or other underlying securities, in which risk is
mitigated and diversified among all of the components of the basket, you will be exposed equally to the risks related to each Reference Asset on
each Contingent Interest Observation Date (including the Final Valuation Date). Poor performance by any Reference Asset over the term of the
Notes will negatively affect your return and will not be offset or mitigated by a positive performance by any other Reference Asset. For instance,
you will receive a negative return equal to the Least Performing Percentage Change if the Final Value of any Reference Asset is less than its
Barrier Value on its Final Valuation Date, even if the Percentage Change of another Reference Asset is positive or has not declined as much.
Accordingly, your investment is subject to the market risk of each Reference Asset.
Be c a use t he N ot e s a re Link e d t o t he Le a st Pe rform ing Re fe re nc e Asse t , Y ou Are Ex pose d t o a Gre a t e r Risk of no
Cont inge nt I nt e re st Pa ym e nt s a nd Losing a Signific a nt Port ion or All of Y our I nit ia l I nve st m e nt a t M a t urit y t ha n if
t he N ot e s We re Link e d t o a Single Re fe re nc e Asse t or Fe w e r Re fe re nc e Asse t s.
The risk that you will not receive any Contingent Interest Payments and lose a significant portion or all of your initial investment in the Notes is
greater if you invest in the Notes than the risk of investing in substantially similar securities that are linked to the performance of only one
Reference Asset or fewer Reference Assets. With more Reference Assets, it is more likely that the Closing Value or Final Value of any
Reference Asset will be less than its Contingent Interest Barrier Value on any Contingent Interest Observation Date (including the Final
Valuation Date) than if the Notes were linked to a single Reference Asset or fewer Reference Assets.
In addition, the lower the correlation is between the performance of a pair of Reference Assets, the more likely it is that one of the Reference
Assets will decline in value to a Closing Value or Final Value, as applicable, that is less than its Contingent Interest Barrier Value or Barrier
Value on any Contingent Interest Observation Date. Although the correlation of the Reference Assets' performance may change over the term of
the Notes, the economic terms of the Notes, including the Contingent Interest Rate, Contingent Interest Barrier Value and Barrier Value are
determined, in part, based on the correlation of the Reference Assets' performance calculated using our internal models at the time when the
terms of the Notes are finalized. All things being equal, a higher Contingent Interest Rate and lower Contingent Interest Barrier Values and
Barrier Values are generally associated with lower correlation of the Reference Assets. Therefore, if the performance of a pair of Reference
Assets is not correlated to each other or is negatively correlated, the risk that you will not receive any Contingent Interest Payments or that the
Final Value of any Reference Asset is less than its Barrier Value will occur is even greater despite a lower Barrier Value and Contingent Interest
Barrier Value. Therefore, it is more likely that you will not receive any Contingent Interest Payments and that you will lose a significant portion or
all of your initial investment at maturity.
I nve st ors Are Subje c t t o T D's Cre dit Risk , a nd T D's Cre dit Ra t ings a nd Cre dit Spre a ds M a y Adve rse ly Affe c t t he
M a rk e t V a lue of t he N ot e s.
Although the return on the Notes will be based on the performance of the Least Performing Reference Asset, the payment of any amount due on
the Notes is subject to TD's credit risk. The Notes are TD's senior unsecured debt obligations. Investors are dependent on TD's ability to pay all
amounts due on the Notes and, therefore, investors are subject to the credit risk of TD and to changes in the market's view of TD's
creditworthiness. Any decrease in TD's credit ratings or increase in the credit spreads charged by the market for taking TD's credit risk is likely to
adversely affect the market value of the Notes. If TD becomes unable to meet its financial obligations as they become due, investors may not
receive any amounts due under the terms of the Notes.
T he Age nt Disc ount , Offe ring Ex pe nse s a nd Ce rt a in H e dging Cost s Are Lik e ly t o Adve rse ly Affe c t Se c onda ry M a rk e t
Pric e s.
Assuming no changes in market conditions or any other relevant factors, the price, if any, at which you may be able to sell the Notes will likely be
less than the public offering price. The public offering price includes, and any price quoted to you is likely to exclude, any underwriting discount
paid in connection with the initial distribution, offering expenses as well as the cost of hedging our obligations under the Notes. In addition, any
such price is also likely to reflect dealer discounts, mark-ups and other transaction costs, such as a discount to account for costs associated
with establishing or unwinding any related hedge transaction.
T he re M a y N ot Be a n Ac t ive T ra ding M a rk e t for t he N ot e s -- Sa le s in t he Se c onda ry M a rk e t M a y Re sult in Signific a nt
Losse s.
There may be little or no secondary market for the Notes. The Notes will not be listed or displayed on any securities exchange or electronic
communications network. The Agent may make a market for the Notes; however, it is not required to do so and may stop any market-making
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activities at any time. Even if a secondary market for the Notes develops, it may not provide significant liquidity or trade at prices advantageous
to you. We expect that transaction costs in any secondary market would be high. As a result, the difference between bid and ask prices for your
Notes in any secondary market could be substantial.
Furthermore, TD's right to call the Notes prior to maturity may also adversely impact your ability to sell your Notes in the secondary market. If
you are able to sell your Notes before the Maturity Date, you may have to do so at a substantial discount from the public offering price
irrespective of the value of the then-current least performing Reference Asset, and as a result, you may suffer substantial losses.
T he Am ount s Pa ya ble on t he N ot e s Are N ot Link e d t o t he V a lue of t he Le a st Pe rform ing Re fe re nc e Asse t a t Any
T im e Ot he r T ha n on t he Cont inge nt I nt e re st Obse rva t ion Da t e s (I nc luding t he Fina l V a lua t ion Da t e ).
Any payments on the Notes will be based on the Closing Value of the Least Performing Reference Asset only on the Contingent Interest
Observation Dates (including the Final Valuation Date). Even if the market value of the Least Performing Reference Asset
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appreciates prior to the relevant Contingent Interest Observation Date but then drops on that day to a Closing Value that is less than its
Contingent Interest Barrier Value, you will not receive any Contingent Interest Payment on the corresponding Contingent Interest Payment Date.
Similarly, the Payment at Maturity may be significantly less than it would have been had the Notes been linked to the Closing Value of the Least
Performing Reference Asset on a date other than the Final Valuation Date, and may be zero. Although the actual values of the Reference
Assets at other times during the term of the Notes may be higher than the values on one or more Contingent Interest Observation Dates
(including the Final Valuation Date), any Contingent Interest Payments on the Notes and the Payment at Maturity will be based solely on the
Closing Value of the Least Performing Reference Asset on the applicable Contingent Interest Observation Date (including the Final Valuation
Date).
An inve st m e nt in N ot e s w it h Cont inge nt I nt e re st Pa ym e nt s a nd a n I ssue r Ca ll Fe a t ure M a y Be M ore Se nsit ive t o
I nt e re st Ra t e Risk T ha n a n I nve st m e nt in N ot e s Wit hout Suc h Fe a t ure s.
Because of the Contingent Interest Payments and Issuer Call features of the Notes, you will bear greater exposure to fluctuations in interest
rates than if you purchased Notes without such features. In particular, you may be negatively affected if prevailing interest rates begin to rise and
the Contingent Interest Rate is, therefore, less than the amount of interest you could earn on other investments with a similar level of risk
available at such time. In addition, if you tried to sell your Notes at such time, the value of your Notes in any secondary market transaction
would also be adversely affected. Conversely, in the event that prevailing interest rates are low relative to the Contingent Interest Rate and TD
elects to call the Notes, there is a lower likelihood that you will be able to reinvest the proceeds from an investment in the Notes at a comparable
rate of return for a similar level of risk.
T he Cont inge nt I nt e re st Ra t e Will Re fle c t , I n Pa rt , t he V ola t ilit y of e a c h Re fe re nc e Asse t a nd M a y N ot Be Suffic ie nt
t o Com pe nsa t e Y ou for t he Risk of Loss a t M a t urit y.
Generally, the higher the volatility of a Reference Asset, the more likely it is that the Closing Value of that Reference Asset could be less than its
Contingent Interest Barrier Value on a Contingent Interest Observation Date or its Barrier Value on its Final Valuation Date. Volatility means the
magnitude and frequency of changes in the value of a Reference Asset. This greater risk will generally be reflected in a higher Contingent
Interest Rate for the Notes than the interest rate payable on our conventional debt securities with a comparable term. However, while the
Contingent Interest Rate is set on the Pricing Date, a Reference Asset's volatility can change significantly over the term of the Notes, and may
increase. The value of any Reference Asset could fall sharply on the Contingent Interest Observation Dates, resulting in few or no Contingent
Interest Payments or on the Final Valuation Date, resulting in a significant or entire loss of principal.
T he re Are M a rk e t Risk s Assoc ia t e d w it h e a c h Re fe re nc e Asse t .
The value of each Reference Asset can rise or fall sharply due to factors specific to such Reference Asset, the Reference Asset Constituents
and their issuers (the "Reference Asset Constituent Issuers"), such as stock price volatility, earnings, financial conditions, corporate, industry
and regulatory developments, management changes and decisions and other events, as well as general market factors, such as general stock
and commodity market volatility and levels, interest rates and economic and political conditions. In addition, recently, the coronavirus infection
has caused volatility in the global financial markets and a slowdown in the global economy. Coronavirus or any other communicable disease or
infection may adversely affect the Reference Asset Constituent Issuers and, therefore, the Reference Assets. You, as an investor in the Notes,
should make your own investigation into the Reference Assets for your Notes. For additional information, see "Information Regarding the
Reference Assets" in this pricing supplement.
Est im a t e d V a lue
T he Est im a t e d V a lue of Y our N ot e s I s Le ss T ha n t he Public Offe ring Pric e of Y our N ot e s.
The estimated value of your Notes is less than the public offering price of your Notes. The difference between the public offering price of
your Notes and the estimated value of the Notes reflects costs and expected profits associated with selling and structuring the Notes, as
well as hedging our obligations under the Notes. Because hedging our obligations entails risks and may be influenced by market forces
beyond our control, this hedging may result in a profit that is more or less than expected, or a loss.
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T he Est im a t e d V a lue of Y our N ot e s I s Ba se d on Our I nt e rna l Funding Ra t e .
The estimated value of your Notes is determined by reference to our internal funding rate. The internal funding rate used in the
determination of the estimated value of the Notes generally represents a discount from the credit spreads for our conventional, fixed-rate
debt securities and the borrowing rate we would pay for our conventional, fixed-rate debt securities. This discount is based on, among other
things, our view of the funding value of the Notes as well as the higher issuance, operational and ongoing liability management costs of the
Notes in comparison to those costs for our conventional, fixed-rate debt, as well as estimated financing costs of any hedge positions, taking
into account regulatory and internal requirements. If the interest rate implied by the credit spreads for our conventional, fixed-rate debt
securities, or the borrowing rate we would pay for our conventional, fixed-rate debt securities were to be used, we would expect the
economic terms of the Notes to be more favorable to you. Additionally, assuming all other economic terms are held constant, the use of an
internal funding rate for the Notes is expected to increase the estimated value of the Notes at any time.
T he Est im a t e d V a lue of t he N ot e s I s Ba se d on Our I nt e rna l Pric ing M ode ls, Whic h M a y Prove t o Be I na c c ura t e
a nd M a y Be Diffe re nt from t he Pric ing M ode ls of Ot he r Fina nc ia l I nst it ut ions.
The estimated value of your Notes is based on our internal pricing models when the terms of the Notes are set, which take into account a
number of variables, such as our internal funding rate on the Pricing Date, and are based on a number of subjective assumptions, which are
not evaluated or verified on an independent basis and may or may not materialize. Further, our pricing
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models may be different from other financial institutions' pricing models and the methodologies used by us to estimate the value of the
Notes may not be consistent with those of other financial institutions that may be purchasers or sellers of Notes in the secondary market. As
a result, the secondary market price of your Notes may be materially less than the estimated value of the Notes determined by reference to
our internal pricing models. In addition, market conditions and other relevant factors in the future may change, and any assumptions may
prove to be incorrect.
T he Est im a t e d V a lue of Y our N ot e s I s N ot a Pre dic t ion of t he Pric e s a t Whic h Y ou M a y Se ll Y our N ot e s in t he
Se c onda ry M a rk e t , I f Any, a nd Suc h Se c onda ry M a rk e t Pric e s, I f Any, Will Lik e ly be Le ss T ha n t he Public
Offe ring Pric e of Y our N ot e s a nd M a y Be Le ss T ha n t he Est im a t e d V a lue of Y our N ot e s.
The estimated value of the Notes is not a prediction of the prices at which the Agent, other affiliates of ours or third parties may be willing to
purchase the Notes from you in secondary market transactions (if they are willing to purchase, which they are not obligated to do). The price
at which you may be able to sell your Notes in the secondary market at any time, if any, will be influenced by many factors that cannot be
predicted, such as market conditions, and any bid and ask spread for similar sized trades, and may be substantially less than the estimated
value of the Notes. Further, as secondary market prices of your Notes take into account the levels at which our debt securities trade in the
secondary market, and do not take into account our various costs and expected profits associated with selling and structuring the Notes, as
well as hedging our obligations under the Notes, secondary market prices of your Notes will likely be less than the public offering price of
your Notes. As a result, the price at which the Agent, other affiliates of ours or third parties may be willing to purchase the Notes from you in
secondary market transactions, if any, will likely be less than the price you paid for your Notes, and any sale prior to the Maturity Date could
result in a substantial loss to you.
T he T e m pora ry Pric e a t Whic h t he Age nt M a y I nit ia lly Buy t he N ot e s in t he Se c onda ry M a rk e t M a y N ot Be
I ndic a t ive of Fut ure Pric e s of Y our N ot e s.
Assuming that all relevant factors remain constant after the Pricing Date, the price at which the Agent may initially buy or sell the Notes in
the secondary market (if the Agent makes a market in the Notes, which it is not obligated to do) may exceed the estimated value of the
Notes on the Pricing Date, as well as the secondary market value of the Notes, for a temporary period after the Issue Date of the Notes, as
discussed further under "Additional Information Regarding the Estimated Value of the Notes." The price at which the Agent may initially buy
or sell the Notes in the secondary market may not be indicative of future prices of your Notes.
T he N ot e s a re Subje c t t o Risk s Assoc ia t e d w it h Sm a ll-Ca pit a liza t ion St oc k s.
The Notes are subject to risks associated with small-capitalization companies because the Reference Asset Constituents of RTY are considered
small-capitalization companies. These companies often have greater stock price volatility, lower trading volume and less liquidity than large-
capitalization companies and therefore RTY may be more volatile than an index in which a greater percentage of the Reference Asset
Constituents are issued by large-capitalization companies. Stock prices of small-capitalization companies are also more vulnerable than those
of large-capitalization companies to adverse business and economic developments, and the stocks of small-capitalization companies may be
thinly traded. In addition, small-capitalization companies are typically less stable financially than large-capitalization companies and may depend
on a small number of key personnel, making them more vulnerable to loss of personnel. Small-capitalization companies are often given less
analyst coverage and may be in early, and less predictable, periods of their corporate existences. Such companies tend to have smaller
revenues, less diverse product lines, smaller shares of their product or service markets, fewer financial resources and less competitive strengths
than large-capitalization companies and are more susceptible to adverse developments related to their products.
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I f t he V a lue of a ny Re fe re nc e Asse t Cha nge s, t he M a rk e t V a lue of Y our N ot e s M a y N ot Cha nge in t he Sa m e M a nne r.
Your Notes may trade quite differently from the performance of any of the Reference Assets. Changes in the value of any Reference Asset may
not result in a comparable change in the market value of your Notes. Even if the value of each Reference Asset increases above its Initial Value
during the life of the Notes, the market value of your Notes may not increase by the same amount and could decline.
We H a ve N o Affilia t ion w it h Any I nde x Sponsor a nd Will N ot Be Re sponsible for Any Ac t ions T a k e n by a ny I nde x
Sponsor.
No Index Sponsor is an affiliate of ours and no such entity will be involved in the offering of the Notes in any way. Consequently, we have no
control over the actions of any Index Sponsor, including any actions of the type that would require the Calculation Agent to adjust any amounts
payable on the Notes. No Index Sponsor has any obligation of any sort with respect to the Notes. Thus, no Index Sponsor has any obligation to
take your interests into consideration for any reason, including in taking any actions that might affect the value of the applicable Reference
Asset and, therefore, the market value of, and any amounts payable on, the Notes. Except pursuant to any license agreement with an Index
Sponsor and specified in "Information Regarding the Reference Assets" below, none of the proceeds from the issuance of the Notes will be
delivered to any Index Sponsor.
T he re Are Pot e nt ia l Conflic t s of I nt e re st Be t w e e n Y ou a nd t he Ca lc ula t ion Age nt .
The Calculation Agent will, among other things, determine whether the Contingent Interest Payment is payable on any Contingent Interest
Payment Date and the Payment at Maturity on the Notes. We will serve as the Calculation Agent and may appoint a different Calculation Agent
after the Issue Date without notice to you. Moreover, we may elect to call the Notes pursuant to the Issuer Call Feature. If we do elect to call the
Notes prior to maturity, such decision may be based on factors that make an Issuer Call at that time less favorable to you. The Calculation
Agent will exercise its judgment when performing its functions and may have a conflict of interest if it needs to make certain decisions. For
example, the Calculation Agent may have to determine whether a Market Disruption Event
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affecting a Reference Asset has occurred. This determination may, in turn, depend on the Calculation Agent's judgment as to whether the event
has materially interfered with our ability or the ability of one of our affiliates to unwind our hedge positions. Because this determination by the
Calculation Agent may affect the amounts payable on the Notes, the Calculation Agent may have a conflict of interest if it needs to make a
determination of this kind. For additional information on the Calculation Agent's role, see "General Terms of the Notes--Role of Calculation
Agent" in the product prospectus supplement.
T he Re fe re nc e Asse t s Re fle c t Pric e Re t urn, not T ot a l Re t urn.
The return on your Notes is based on the performance of the Reference Assets, which reflect the changes in the market prices of their
respective Reference Asset Constituents. They are not, however, linked to a "total return" index or strategy, which, in addition to reflecting those
price returns, would also reflect dividends paid on their respective Reference Asset Constituents. The return on your Notes will not include such
a total return feature or dividend component.
Any Cont inge nt I nt e re st Obse rva t ion Da t e (inc luding t he Fina l V a lua t ion Da t e ) a nd t he Re la t e d Pa ym e nt Da t e s a re
Subje c t t o M a rk e t Disrupt ion Eve nt s a nd Post pone m e nt s.
Each Contingent Interest Observation Date (including the Final Valuation Date) and the related payment dates (including the Maturity Date) are
subject to postponement as described in the product prospectus supplement due to the occurrence of one of more market disruption events. For
a description of what constitutes a market disruption event as well as the consequences of that market disruption event, see "General Terms of
the Notes--Market Disruption Events" in the product prospectus supplement and under "Summary--Contingent Interest Observation Dates"
herein. A market disruption event for a particular Reference Asset will not constitute a market disruption event for any other Reference Asset.
T ra ding a nd Busine ss Ac t ivit ie s by T D or it s Affilia t e s M a y Adve rse ly Affe c t t he M a rk e t V a lue of, a nd Any Am ount s
Pa ya ble on, t he N ot e s.
We, the Agent and our other affiliates may hedge our obligations under the Notes by purchasing securities, futures, options or other derivative
instruments with returns linked or related to changes in the values of the Reference Assets or one or more Reference Asset Constituents, and
we may adjust these hedges by, among other things, purchasing or selling at any time any of the foregoing assets. It is possible that we or one
or more of our affiliates could receive substantial returns from these hedging activities while the market value of the Notes declines. We or one or
more of our affiliates may also issue or underwrite other securities or financial or derivative instruments with returns linked or related to changes
in the Reference Assets or one or more Reference Asset Constituents.
These trading activities may present a conflict between the holders' interest in the Notes and the interests we and our affiliates will have in our
or their proprietary accounts, in facilitating transactions, including options and other derivatives transactions, for our or their customers' accounts
and in accounts under our or their management. These trading activities could be adverse to the interests of the holders of the Notes.
We, the Agent and our affiliates may, at present or in the future, engage in business with one or more Reference Asset Constituent Issuers,
including making loans to or providing advisory services to those companies. These services could include investment banking and merger and
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Document Outline

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