Bond TD Bank 0% ( US89114QXQ62 ) in USD

Issuer TD Bank
Market price 100 %  ⇌ 
Country  Canada
ISIN code  US89114QXQ62 ( in USD )
Interest rate 0%
Maturity 03/11/2021 - Bond has expired



Prospectus brochure of the bond Toronto-Dominion Bank US89114QXQ62 in USD 0%, expired


Minimal amount 1 000 USD
Total amount 4 581 000 USD
Cusip 89114QXQ6
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description Toronto-Dominion Bank (TD Bank) is a multinational banking and financial services corporation headquartered in Toronto, Canada, offering a wide range of financial products and services to personal and commercial customers globally.

The Bond issued by TD Bank ( Canada ) , in USD, with the ISIN code US89114QXQ62, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 03/11/2021







424B2 1 e71821_424b2.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 1 1 7 1 8



Pricing Supplement dated October 31, 2016 to the
Product Prospectus Supplement MLN-EI-1 dated June 30, 2016 and
Prospectus Dated June 30, 2016


The Toronto-Dominion Bank

$4,581,000
Market Linked Securities ­ Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 3, 2021
The Toronto-Dominion Bank ("TD" or "we") is offering the Principal at Risk Securities (the "Securities") linked to the S&P 500® Index (the "Reference Asset")
described below.
The Securities provide a 150% leveraged positive return if the level of the Reference Asset increases from the Initial Level to the Final Level, subject to the
Maximum Redemption Amount. Investors will lose 1% of the Principal Amount for each 1% decrease from the Initial Level to the Final Level of more than
15% and may lose up to 85% of the Principal Amount. Any pa ym e nt s on t he Se c urit ie s a re subje c t t o our c re dit risk .
The Securities are unsecured and are not savings accounts or insured deposits of a bank. The Securities 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 Securities will not be listed on any securities exchange.
T he Pa ym e nt a t M a t urit y w ill be gre a t e r t ha n t he Princ ipa l Am ount only if t he Pe rc e nt a ge Cha nge is gre a t e r t ha n
ze ro. T he Se c urit ie s do not gua ra nt e e t he re t urn of t he Princ ipa l Am ount a nd inve st ors m a y lose up t o 8 5 % of t he ir
inve st m e nt in t he Se c urit ie s.
T he Se c urit ie s ha ve c om ple x fe a t ure s a nd inve st ing in t he Se c urit ie s involve s a num be r of risk s. Se e "Addit iona l Risk
Fa c t ors" on pa ge P-6 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-5 of
t he produc t prospe c t us supple m e nt M LN -EI -1 da t e d J une 3 0 , 2 0 1 6 (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 3 0 , 2 0 1 6 (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 se c urit ie 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 Securities in book-entry only form through the facilities of The Depository Trust Company on November 3, 2016, against payment in
immediately available funds.
The estimated value of the Securities on the Pricing Date is $946.60 per Security, as discussed further under "Additional Risk Factors -- Estimated Value"
beginning on page P-8 and "Additional Information Regarding Our Estimated Value of the Securities" beginning on P-19, respectively. The estimated value
is less than the public offering price of the Securities.

Public Offe ring Pric e 1
U nde rw rit ing Disc ount 2
Proc e e ds t o T D
Per Security
$1,000.00
$43.30
$956.70
Total
$4,581,000.00
$ 198,357.30
$4,382,642.70
1 Certain dealers who purchase the Securities for sale to certain fee-based advisory accounts may forego some or all of their selling concessions, fees or
commissions. The price for investors purchasing the Securities in these accounts may be as low as $956.70 (95.67%) per Security.
2 The Agents will receive a commission of $43.30 (4.33%) per Security and may use a portion of that commission to allow selling concessions to other
dealers in connection with the distribution of the Securities, or will offer the Securities directly to investors. The Agents may resell the Securities to other
securities dealers at the Principal Amount less a concession not in excess of $25.00 per Security. Such securities dealers may include Wells Fargo
Advisors, LLC ("WFA"), an affiliate of Wells Fargo Securities, LLC ("Wells Fargo Securities"). The other dealers may forgo, in their sole discretion, some or
all of their selling concessions. In addition to the selling concession allowed to WFA, Wells Fargo Securities will pay $1.20 per Security of the underwriting
discount to WFA as a distribution expense fee for each Security sold by WFA. TD will reimburse TD Securities (USA) LLC ("TDS") for certain expenses in
connection with its role in the offer and sale of the Securities, and TD will pay TDS a fee in connection with its role in the offer and sale of the Securities.
See "Supplemental Plan of Distribution (Conflicts of Interest)" on page P-19 of this pricing supplement.
TD SECURITIES (USA) LLC
WELLS FARGO SECURITIES, LLC



P-1
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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:
The Toronto-Dominion Bank
I ssue :
Senior Debt Securities
T ype of Se c urit y:
Market Linked Securities ­ Leveraged Upside Participation to a Cap and Fixed Percentage Buffered
Downside
T e rm :
Approximately 5 years
Re fe re nc e Asse t :
S&P 500® Index (Bloomberg Ticker: SPX)
CU SI P / I SI N :
89114QXQ6 / US89114QXQ62
Age nt s:
TDS and Wells Fargo Securities. The Agents will receive a commission of $43.30 and may resell the
Securities to other securities dealers, including securities dealers acting as custodians, at the Principal
Amount less a concession of not in excess of $25.00 per Security. Such securities dealers may include
WFA, an affiliate of Wells Fargo Securities. In addition to the concession allowed to WFA, Wells Fargo
Securities will pay $1.20 per Security of the underwriting discount to WFA as a distribution expense fee for
each Security sold by WFA.
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 Security
Pric ing Da t e :
October 31, 2016
I ssue Da t e :
November 3, 2016
V a lua t ion Da t e :
October 27, 2021, subject to postponement for market disruption events and non-trading days, as described
under "General Terms of the Notes ­ Market Disruption Events" in the product prospectus supplement.
M a t urit y Da t e :
November 3, 2021, subject to postponement for market disruption events and non-trading days, as
described under "General Terms of the Notes ­ Market Disruption Events" in the product prospectus
supplement.
Pa ym e nt a t M a t urit y:
If the Percentage Change is posit ive , then the investor will receive an amount per Security equal to the
lesser of:
(i) Principal Amount + (Principal Amount x Percentage Change x Leverage Factor); and
(ii) the Maximum Redemption Amount.
If the Percentage Change is le ss t ha n or e qua l t o 0 % but gre a t e r t ha n or e qua l t o -1 5 % , then
the investor will receive only the Principal Amount.
If the Percentage Change is le ss t ha n -1 5 % , then the investor will receive less than the Principal Amount,
calculated using the following formula:
Principal Amount + [Principal Amount x (Percentage Change + Buffer Percentage)]
I f t he Fina l Le ve l is le ss t ha n Buffe r Le ve l, t he inve st or w ill re c e ive le ss, a nd possibly
8 5 % le ss, t ha n t he Princ ipa l Am ount a t m a t urit y.
Le ve ra ge Fa c t or:
150%
M a x im um Re de m pt ion
155% of the Principal Amount (or $1,550 per Security). As a result, the maximum return on the Securities is
Am ount :
55% of the Principal Amount (assuming a public offering price of $1,000 per Security).
Buffe r Pe rc e nt a ge :
15%
Buffe r Le ve l:
1,807.2275, which is 85% of the Initial Level
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TD SECURITIES (USA) LLC
WELLS FARGO SECURITIES, LLC



P-2


Pe rc e nt a ge Cha nge :
(Final Level ­ Initial Level) / Initial Level, expressed as a percentage
I nit ia l Le ve l:
2,126.15, which is the closing level of the Reference Asset on the Pricing Date
Fina l Le ve l:
The closing level of the Reference Asset on the Valuation Date
Closing Le ve l of t he
The closing level of the Reference Asset will be the official closing level of the Reference Asset or any
Re fe re nc e Asse t :
successor index (as defined in the accompanying product prospectus supplement) published by the Index
Sponsor (as defined in the accompanying product prospectus supplement) on any Trading day for the
Reference Asset.
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 or Toronto.
U .S. T a x T re a t m e nt :
By purchasing a Security, each holder agrees, in the absence of a statutory, regulatory, administrative or
judicial ruling to the contrary, to characterize the Securities, for U.S. federal income tax purposes, as pre-
paid derivative contracts with respect to the Reference Asset. Based on certain factual representations
received from us, in the opinion of our special U.S. tax counsel, Cadwalader, Wickersham & Taft LLP, it is
reasonable to treat the Securities in the manner described above. However, because there is no authority
that specifically addresses the tax treatment of the Securities, it is possible that your Securities could
alternatively be treated for tax purposes as a single contingent payment debt instrument, or pursuant to
some other characterization, including possible treatment as a "constructive ownership transaction" subject
to section 1260 of the Internal Revenue Code of 1986, as amended (the "Code"), and the timing and
character of your income from the Securities could differ materially from the treatment described above, as
described further under "Supplemental Discussion of U.S. Federal Income Tax Consequences".
Ca na dia n T a x T re a t m e nt :
Please see the discussion in the product prospectus supplement under "Supplemental
Discussion of Canadian Tax Consequences," which applies to the Securities.
Ca lc ula t ion Age nt :
TD
List ing:
The Securities will not be listed on any securities exchange.
Cle a ra nc e a nd Se t t le m e nt : DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg, as described
under "Forms of the Debt Securities" and "Book-Entry Procedures and Settlement" in the prospectus).
TD SECURITIES (USA) LLC
WELLS FARGO SECURITIES, LLC



P-3

Investor Considerations
We have designed the Securities for investors who:

seek 150% exposure to the upside performance of the Reference Asset if the Final Level is greater than the Initial Level, subject to the
Maximum Redemption Amount of 155% of the Principal Amount, assuming a public offering price of $1,000 per Security;

desire to limit downside exposure to the Reference Asset through the Buffer Percentage;

understand that if the Final Level is less than the Initial Level by more than the Buffer Percentage, they will receive less, and possibly
85% less, than the Principal Amount at maturity;

are willing to forgo interest payments on the Securities and dividends on securities comprising the Reference Asset (the "Reference
Asset Constituents");
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are willing to accept the credit risk of TD to obtain exposure to the Reference Asset generally and the Reference Asset Constituents
specifically;

are willing to hold the Securities until maturity.
The Securities are not designed for, and may not be a suitable investment for, investors who:

seek a liquid investment or are unable or unwilling to hold the Securities to maturity;

are unwilling to accept the risk that the Final Level of the Reference Asset may decrease by more than the Buffer Percentage from the
Initial Level;

seek uncapped exposure to the upside performance of the Reference Asset;

seek full return of the Principal Amount at maturity;

are unwilling to purchase securities with an estimated value as of the Pricing Date that is lower than the public offering price, as set
forth on the cover hereof;

seek current income;

seek exposure to the Reference Asset but are unwilling to accept the risk/return trade-offs inherent in the Payment at Maturity for the
Securities;

are unwilling to accept the credit risk of TD to obtain exposure to the Reference Asset generally or the Reference Asset Constituents
specifically; or

prefer the lower risk of fixed income investments with comparable maturities issued by companies with comparable credit ratings.
TD SECURITIES (USA) LLC
WELLS FARGO SECURITIES, LLC



P-4

Additional Terms of Your Securities
You should read this pricing supplement together with the prospectus, as supplemented by the product prospectus supplement, relating to our
Senior Debt Securities, of which these Securities 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 Securities 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 Securities 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" on page P-6 of this pricing supplement, "Additional Risk Factors Specific to the
Notes" beginning on page PS-5 of the product prospectus supplement and "Risk Factors" on page 1 of the prospectus, as the Securities involve
risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before
you invest in the Securities. You may access these documents on the Securities and Exchange Commission (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 30, 2016:
https://www.sec.gov/Archives/edgar/data/947263/000119312516638441/d162493d424b3.htm

Product Prospectus Supplement MLN-EI-1 dated June 30, 2016:
https://www.sec.gov/Archives/edgar/data/947263/000089109216015847/e70323_424b2.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. Alternatively, The Toronto-Dominion Bank, any agent or any dealer participating in this offering
will arrange to send you the product prospectus supplement and the prospectus if you so request by calling 1-855-303-3234.
TD SECURITIES (USA) LLC
WELLS FARGO SECURITIES, LLC



P-5

Additional Risk Factors
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The Securities involve risks not associated with an investment in conventional debt securities. This section describes the most significant risks
relating to the terms of the Securities. For additional information as to these risks, please see "Additional Risk Factors Specific to the Notes" in
the product prospectus supplement and "Risk Factors" in the prospectus.
You should carefully consider whether the Securities are suited to your particular circumstances before you decide to purchase them.
Accordingly, prospective investors should consult their investment, legal, tax, accounting and other advisors as to the risks entailed by an
investment in the Securities and the suitability of the Securities in light of their particular circumstances.
Princ ipa l a t Risk .
Investors in the Securities could lose a substantial portion of their Principal Amount if there is a decline in the level of the Reference Asset by
more than the Buffer Percentage. You will lose 1% of the Principal Amount of your Securities for each 1% that the Final Level is less than the
Initial Level by more than the Buffer Percentage and you may lose up to 85% of your Principal Amount.
T he Se c urit ie s Do N ot Pa y I nt e re st a nd Y our Re t urn on t he Se c urit ie s M a y Be Low e r 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.
There will be no periodic interest payments on the Securities as there would be on a conventional fixed-rate or floating-rate debt security having
the same term. The return that you will receive on the Securities, which could be negative, may be less than the return you could earn on other
investments. Even if your return is positive, your return may be less than the return you would earn if you bought a conventional senior interest
bearing debt security of TD.
Y our Pot e nt ia l Re t urn on t he Se c urit ie s Will Be Lim it e d by t he M a x im um Re de m pt ion Am ount a nd M a y Be Le ss T ha n
t he Re t urn on a H ypot he t ic a l Dire c t I nve st m e nt I n t he Re fe re nc e Asse t .
The opportunity to participate in the possible increases in the Percentage Change of the Reference Asset through an investment in the
Securities will be limited because the Payment at Maturity will not exceed the Maximum Redemption Amount. Furthermore, the effect of the
Leverage Factor will not be taken into account for any Percentage Change that, when multiplied by the Leverage Factor, exceeds the maximum
return on the Securities (55% of the Principal Amount) regardless of how much the Reference Asset has appreciated. Accordingly, your return
on the Securities may be less than your return would be if you made a hypothetical investment in a security directly linked to the performance of
the Reference Asset or made a hypothetical investment in the Reference Asset, or the Reference Asset Constituents.
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 Se c urit ie s.
Although the return on the Securities will be based on the performance of the Reference Asset, the payment of any amount due on the
Securities is subject to TD's credit risk. The Securities are TD's senior unsecured debt obligations. Investors are dependent on TD's ability to pay
all amounts due on the Securities on the Maturity Date 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 Securities.
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 Securities will
likely be lower than the public offering price. The public offering price includes, and any price quoted to you is likely to exclude, the underwriting
discount paid in connection with the initial distribution, offering expenses as well as the cost of hedging our obligations under the Securities. 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. In addition, because an affiliate of Wells Fargo Securities is to conduct
hedging activities for us in connection with the Securities, that affiliate may profit in connection with such hedging activities and such profit, if
any, will be in addition to the compensation that the dealer receives for the sale of the Securities to you. You should be aware that the potential
to earn fees in connection with hedging activities may create a further incentive for the dealer to sell the Securities to you in addition to the
compensation they would receive for the sale of the Securities.
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 Se c urit ie 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 Securities. The Securities will not be listed on any securities exchange. The Agents and their
respective affiliates may make a market for the Securities; however, they are not required to do so. The Agents and their respective affiliates
may stop any market-making activities at any time. Even if a secondary market for the Securities 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 Securities in any secondary market could be substantial.
If you sell your Securities before the Maturity Date, you may have to do so at a substantial discount from the public offering price irrespective of
the level of the Reference Asset, and as a result, you may suffer substantial losses.
I f t he Le ve l of t he Re fe re nc e Asse t Cha nge s, t he M a rk e t V a lue of Y our Se c urit ie s M a y N ot Cha nge in t he Sa m e
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M a nne r.
Your Securities may trade quite differently from the performance of the Reference Asset. Changes in the level of the Reference Asset may not
result in a comparable change in the market value of your Securities. Even if the level of the Reference Asset increases above
TD SECURITIES (USA) LLC
WELLS FARGO SECURITIES, LLC



P-6

its respective Initial Level during the life of the Securities, the market value of your Securities may not increase by the same amount and could
decline.
T he Pa ym e nt a t M a t urit y I s N ot Link e d t o t he Le ve l of t he Re fe re nc e Asse t a t Any T im e Ot he r t ha n t he V a lua t ion
Da t e .
The Final Level will be based on the closing level of the Reference Asset on the Valuation Date (subject to adjustment as described elsewhere
in this pricing supplement). Therefore, if the closing level of the Reference Asset dropped precipitously on the Valuation Date, the Payment at
Maturity for your Securities may be significantly less than it would have been had the Payment at Maturity been linked to the closing level of the
Reference Asset prior to such drop in the level of the Reference Asset. Although the actual level of the Reference Asset on the Maturity Date or
at other times during the life of your Securities may be higher than their prices on the Valuation Date, you will not benefit from the closing level of
the Reference Asset at any time other than the closing prices on the Valuation Date.
Y ou Will N ot H a ve Any Right s t o t he Re fe re nc e Asse t Const it ue nt s a nd t he Re fe re nc e Asse t only Re fle c t s Pric e
Re t urn.
As a holder of the Notes, you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of
the Reference Asset Constituents would have. The Reference Asset measures price return only and is not a total return
index or strategy, meaning the Final Level will not reflect any dividends paid on the Reference Asset Constituents.

T he M a rk e t V a lue of Y our Se c urit ie s M a y Be I nflue nc e d by M a ny U npre dic t a ble Fa c t ors.
When we refer to the market value of your Securities, we mean the value that you could receive for your Securities if you choose to sell them in
the open market before the Maturity Date. A number of factors, many of which are beyond our control, will influence the market value of your
Securities, including:
·
the level of the Reference Asset
·
the volatility ­ i.e., the frequency and magnitude of changes ­ in the level of the Reference Asset;
·
the dividend rates, if applicable, of the Reference Asset Constituents
·
economic, financial, regulatory and political, military or other events that may affect the levels of the Reference Asset;
·
interest rates in the market;
·
the time remaining until your Securities mature;
·
our creditworthiness, whether actual or perceived, and including actual or anticipated upgrades or downgrades in our credit ratings or
changes in other credit measures.
These factors will influence the price you will receive if you sell your Securities before maturity, including the price you may receive for your
Securities in any market-making transaction.
Pa st Re fe re nc e Asse t Pe rform a nc e is N o Guide t o Fut ure Pe rform a nc e .
The actual performance of the Reference Asset over the life of the Securities, as well as the Payment at Maturity, may bear little relation to the
historical closing levels of the Reference Asset or to the hypothetical return examples set forth elsewhere in this pricing supplement. We cannot
predict the future performance of the Reference Asset.
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 the amount of your payment on the Securities. We will serve as the Calculation Agent
and may appoint a different Calculation Agent after the Issue Date without notice to you. The Calculation Agent will exercise its judgment when
performing its functions and may take into consideration our ability to unwind any related hedges. For example, the Calculation Agent may have
to determine whether a market disruption event affecting the Reference Asset has occurred. This determination may, in turn, depend on the
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Calculation Agent's judgment whether the event has materially interfered with our ability or the ability of one of our affiliates to unwind our hedge
positions. Since this determination by the Calculation Agent will affect the payment on the Securities, the Calculation Agent may have a conflict
of interest if it needs to make a determination of this kind. For additional information as to the Calculation Agent's role, see "General Terms of the
Notes--Role of Calculation Agent" in the product prospectus supplement.
We H a ve N o Affilia t ion w it h t he I nde x Sponsor a nd Will N ot Be Re sponsible for Any Ac t ions T a k e n by t he I nde x
Sponsor.
S&P Dow Jones Indices LLC, a division of The McGraw-Hill Companies, Inc. (the "Index Sponsor") is not an affiliate of ours or will be involved in
any offerings of the Securities in any way. Consequently, we have no control of any actions of the Index Sponsor, including any actions of the
type that would require the Calculation Agent to adjust the payment to you at maturity. The Index Sponsor does not have any obligation of any
sort with respect to the Securities. Thus, the Index Sponsor has no obligation to take your interests into consideration for any reason, including
in taking any actions that might affect the value of the Securities. None of our proceeds from any issuance of the Securities will be delivered to
the Index Sponsor, except to the extent that we are required to pay the Index Sponsor licensing fees with respect to the Reference Asset.
TD SECURITIES (USA) LLC
WELLS FARGO SECURITIES, LLC



P-7

T he Busine ss Ac t ivit ie s of t he I ssue r or it s Affilia t e s M a y Cre a t e Conflic t s of I nt e re st .
We and our affiliates expect to engage in trading activities related to the Reference Asset or any Reference Asset Constituents that are not for
the account of holders of the Notes or on their behalf. These trading activities may present a conflict between the holders' interests in the Notes
and the interests we and our affiliates will have in their proprietary accounts, in facilitating transactions, including options and other derivatives
transactions, for their customers and in accounts under their management. These trading activities, if they influence the level of the Reference
Asset, could be adverse to the interests of the holders of the Notes. We and one or more of our affiliates may, at present or in the future,
engage in business with the issuers of the Reference Asset Constituents, including making loans to or providing advisory services. These
services could include investment banking and merger and acquisition advisory services. These activities may present a conflict between our or
one or more of our affiliates' obligations and your interests as a holder of the Notes. Moreover, we. and our affiliates may have published, and in
the future expect to publish, research reports with respect to the Reference Asset and/or any Reference Asset Constituents. This research is
modified from time to time without notice and may express opinions or provide recommendations that are inconsistent with purchasing or holding
the Notes. Any of these activities by us or one or more of our affiliates may affect the level of the Reference Asset, and, therefore, the market
value of the Notes.

Est im a t e d V a lue
T he Est im a t e d V a lue of Y our Se c urit ie s I s Low e r T ha n t he Public Offe ring Pric e of Y our Se c urit ie s.
The estimated value of your Securities is lower than the public offering price of your Securities. The difference between the public offering
price of your Securities and the estimated value of the Securities is a result of certain factors, such as any sales commissions paid to the
Agents or their affiliates, any selling concessions, discounts, commissions or fees allowed or paid to non-affiliated intermediaries, the
estimated profit that we or any of our affiliates expect to earn in connection with structuring and hedging the Securities, the estimated cost
which we may incur in hedging our obligations under the Securities, and estimated development and other costs which we may incur in
connection with the Securities. The estimated value also factors in an estimate of the difference between the amounts we pay and receive
in a hedging transaction with an affiliate of WFS in connection with your Securities.
T he Est im a t e d V a lue of Y our Se c urit ie s I s Ba se d on Our I nt e rna l Funding Ra t e .
The estimated value of your Securities is based on a number of variables, including our internal funding rates. Our internal funding rates
may differ from the levels at which our benchmark debt securities trade in the secondary market, and at times the internal funding rates we
use in calculating the estimated value of your Securities may be lower. As a result of this difference, the estimated value may be higher than
it would have been if it were calculated by reference to the levels at which our benchmark debt securities trade in the secondary market,
since it is not based on those levels.
T he Est im a t e d V a lue of t he Se c urit ie s I s Ba se d on Our I nt e rna l Pric ing M ode ls a nd Pric ing M ode ls of T hird
Pa rt ie s Wit h Whom We Ent e r I nt o H e dging T ra nsa c t ions; T he se 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 Securities is based on our internal pricing models and upon pricing models of an affiliate of WFS with whom we
enter into a hedging transaction. These pricing models take into account a number of variables 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, these pricing models
may be different from other financial institutions' pricing models and the methodologies used to estimate the value of the Securities may not
be consistent with those of other financial institutions that may be purchasers or sellers of Securities in the secondary market. As a result,
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the secondary market price of your Securities may be materially different from the estimated value of the Securities determined by reference
to these pricing models.
T he Est im a t e d V a lue of Y our Se c urit ie 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 Se c urit ie s
in t he Se c onda ry M a rk e t , if Any, a nd Suc h Se c onda ry M a rk e t Pric e s, if Any, Will Lik e ly Be Low e r T ha n t he Public
Offe ring Pric e of Y our Se c urit ie s a nd M a y Be Low e r T ha n t he Est im a t e d V a lue of Y our Se c urit ie s.
The estimated value of the Securities is not a prediction of the prices at which the Agents, other affiliates of ours or third parties may be
willing to purchase the Securities 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 Securities in the secondary market at any time 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 our
estimated value of the Securities. Further, as secondary market prices of your Securities take into account the levels at which our debt
securities trade in the secondary market and do not take into account our various costs related to the Securities such as fees, commissions,
discounts, and the costs of hedging our obligations under the Securities, secondary market prices of your Securities will likely be lower than
the public offering price of your Securities. As a result, the price at which the Agents, other affiliates of ours or third parties may be willing to
purchase the Securities from you in secondary market transactions, if any, will likely be lower than the price you paid for your Securities, 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 We M a y I nit ia lly Buy t he Se c urit ie 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 Se c urit ie s.
Assuming that all relevant factors remain constant after the Pricing Date, the price at which the Agents may initially buy or sell the Securities
in the secondary market (if the Agents make a market in the Securities, which they are not obligated to do) may exceed our estimated value
of the Securities on the Pricing Date, as well as the secondary market value of the Securities, for a temporary
TD SECURITIES (USA) LLC
WELLS FARGO SECURITIES, LLC



P-8

period after the initial issue date of the Securities, as discussed further under "Additional Information Regarding Our Estimated Value of the
Securities". The price at which the Agents may initially buy or sell the Securities in the secondary market may not be indicative of future
prices of your Securities.
T he V a lua t ion Da t e a nd T he re fore t he M a t urit y Da t e M a y be Post pone d I n t he Ca se of a M a rk e t Disrupt ion Eve nt .
The Valuation Date and therefore the Maturity Date may be postponed in the case of a Market Disruption Event as described herein and in the
product prospectus supplement. 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 "Summary" above.
Signific a nt Aspe c t s of t he T a x T re a t m e nt of t he Se c urit ie s Are U nc e rt a in.
Significant aspects of the U.S. tax treatment of the Securities are uncertain. You should consult your tax advisor about your own tax situation
and should read carefully the section entitled "Supplemental Discussion of U.S. Federal Income Tax Consequences" below.
For a more complete discussion of the Canadian federal income tax consequences of investing in the Securities, please see the discussion in
the product prospectus supplement under "Supplemental Discussion of Canadian Tax Consequences."
If you are not a Non-resident Holder (as that term is defined in the prospectus) or if you acquire the Securities in the secondary market, you
should consult your tax advisors as to the consequences of acquiring, holding and disposing of the Securities and receiving the payments that
might be due under the Securities.
TD SECURITIES (USA) LLC
WELLS FARGO SECURITIES, LLC



P-9

Hypothetical Returns
The examples, table and graph set out below are included for illustration purposes only. The hypot he t ic a l Percentage Changes of the
Reference Asset used to illustrate the calculation of the Payment at Maturity (rounded to two decimal places) are not estimates or forecasts of
the Final Level or the level of the Reference Asset on any trading day prior to the Maturity Date throughout the term of the Securities. All
examples, the table and the graph are based on an Initial Level of 2,126.15, a Buffer Percentage of 15% (the Buffer Level is 85% of the Initial
Level), a Leverage Factor of 150%, a Maximum Redemption Amount of 155% of the Principal Amount, and assume that a holder purchased
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Securities with an aggregate Principal Amount and public offering price of $1,000 and that no market disruption event occurs on the Valuation
Date.
Example 1--
Calculation of the Payment at Maturity where the Percentage Change is positive and the Payment at Maturity is less
than the Maximum Redemption Amount.

Percentage Change:
10%


Payment at Maturity:
$1,000 + ($1,000 x 10% x 150%) = $1,000 + $150 = $1,150.00


On a $1,000 investment, a 10% Percentage Change results in a Payment at Maturity of $1,150.00, a 15.00% return on
the Securities.
Example 2--
Calculation of the Payment at Maturity where the Percentage Change is positive and the Payment at Maturity equals the
Maximum Redemption Amount.

Percentage Change:
40%

Payment at Maturity:
$1,000 + ($1,000 x 40% x 150%) = $1,000 + $600.00 = $1,600.00 however, the
Maximum Payment Amount is $1,550.00, and the Payment at Maturity would be
$1,550.00.

On a $1,000 investment, a 40% Percentage Change results in a Payment at Maturity equal to the Maximum
Redemption Amount, a 55.00% return on the Securities, because that amount is the lesser of the Maximum Redemption
amount and $1,600.00.

In addition to limiting your return on the Securities, the Maximum Redemption Amount limits the positive effect of the
Leverage Factor. If the Final Level is greater than the Initial Level, you will participate in the performance of the
Reference Asset at a rate of 150% up to a certain point. However, the effect of the Leverage Factor will be
progressively reduced for Final Levels that are greater than 36.67% of the Initial Level (based on the Maximum
Redemption Amount of 155% or $1,550.00 per Security) since your return on the Securities for any Final Level greater
than approximately 36.67% of the Initial Level will be limited to the Maximum Redemption Amount.
Example 3--
Calculation of the Payment at Maturity where the Percentage Change is negative (but greater than or equal to -15%).

Percentage Change:
-13%

Payment at Maturity:
At maturity, if the Percentage Change is negative BUT greater than or equal to -15%,
then the Payment at Maturity will equal the Principal Amount.

On a $1,000 investment, a -13% Percentage Change results in a Payment at Maturity of $1,000.00,
a 0.00% return on the Securities.
Example 4--
Calculation of the Payment at Maturity where the Percentage Change is less than -15%.

Percentage Change:
-35%

Payment at Maturity:
$1,000 + [$1,000 x (-35% + 15%)] = $1,000 - $200 = $800.00

On a $1,000 investment, a -35% Percentage Change results in a Payment at Maturity of $800.00, a
-20.00% return on the Securities.
TD SECURITIES (USA) LLC
WELLS FARGO SECURITIES, LLC



P-10

The following table and graph show the return profile for the Securities at the Maturity Date, assuming that the investor purchased the Securities
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on the Pricing Date and held the Securities until the Maturity Date. The returns illustrated in the following table are not estimates or forecasts of
the Percentage Change or the return on the Securities. Neither TD nor either Agent is predicting or guaranteeing any gain or particular return on
the Securities.
H ypot he t ic a l
H ypot he t ic a l Pa ym e nt a t
H ypot he t ic a l Re t urn on
H ypot he t ic a l Fina l Le ve l
Pe rc e nt a ge Cha nge
M a t urit y ($ )
Se c urit ie s 2 (% )
4,252.30
100.00%
$1,550.00
55.00%
3,720.76
75.00%
$1,550.00
55.00%
3,189.23
50.00%
$1,550.00
55.00%
2,976.61
40.00%
$1,550.00
55.00%
2,905.75
36.67%
$1,550.00
55.00%
2,764.00
30.00%
$1,450.00
45.00%
2,551.38
20.00%
$1,300.00
30.00%
2,338.77
10.00%
$1,150.00
15.00%
2,232.46
5.00%
$1,075.00
7.50%
2,179.30
2.50%
$1,037.50
3.75%
2,126.15
0.00%
$1,000.00
0.00%
2,019.84
-5.00%
$1,000.00
0.00%
1,913.54
-10.00%
$1,000.00
0.00%
1,807.23
-15.00%
$1,000.00
0.00%
1,700.92
-20.00%
$950.00
-5.00%
1,488.31
-30.00%
$850.00
-15.00%
1,275.69
-40.00%
$750.00
-25.00%
1,063.08
-50.00%
$650.00
-35.00%
531.54
-75.00%
$400.00
-60.00%
0.00
-100.00%
$150.00
-85.00%
1 The Initial Level (the closing level of the Reference Asset on October 31, 2016).
2 The "return" as used in this pricing supplement is the number, expressed as a percentage, that results from comparing
the difference between the Payment at Maturity per Security and the Principal Amount.

* These calculations are hypothetical and should not be taken as an indication of the future performance of the Reference Asset as measured
from the Pricing Date. We cannot give you assurance that the performance of the Reference Asset will result in any positive return on your initial
investment.
* The graph above represents a hypothetical payout profile for the Securities. The 45 degree dotted line represents the hypothetical Percentage
Change of the Reference Asset and the solid line represents the hypothetical return on the Securities for a given Percentage Change in the
Reference Asset.
TD SECURITIES (USA) LLC
WELLS FARGO SECURITIES, LLC



P-11

Determining the Payment at Maturity
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Document Outline