Obbligazione TD Bank 0% ( US89114QFF00 ) in USD

TD Bank

106.5 USD ▲

Canada

US89114QFF00 ( in USD )

06/01/2021 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Toronto-Dominion Bank US89114QFF00 in USD 0%, scaduta

1 000 USD

870 000 USD

89114QFF0

La Toronto-Dominion Bank (TD Bank) è una delle più grandi banche del Canada, con una significativa presenza internazionale, offrendo una vasta gamma di servizi finanziari al dettaglio e commerciali.

The Obbligazione issued by TD Bank ( Canada ) , in USD, with the ISIN code US89114QFF00, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 06/01/2021

424B2 1 e3395_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 December 27, 2018 to the
Product Prospectus Supplement MLN-EI-1 dated June 30, 2016 and
Prospectus Dated June 30, 2016

The Toronto-Dominion Bank

$870,000
Market Linked Securities - Leveraged Upside Participation to a Cap and Contingent Downside
Principal at Risk Securities Linked to the EURO STOXX 50® Index due January 6, 2021
The Toronto-Dominion Bank ("TD" or "we") has offered the Principal at Risk Securities (the "Securities") linked to the EURO STOXX 50® Index (the
"Reference Asset") described below.
If the level of the Reference Asset increases from the Initial Level to the Final Level, at maturity, investors will receive the Principal Amount plus a positive
return reflecting 200% leveraged participation in the positive return of the Reference Asset, subject to the Maximum Redemption Amount of 152% of the
Principal Amount. If the level of the Reference Asset remains flat or decreases from the Initial Level to the Final Level but the decrease is not more than
25%, at maturity, investors will receive only the Principal Amount. However, if the level of the Reference Asset decreases from the Initial Level to the Final
Level by more than 25%, at maturity, investors will have full exposure to the decrease in the level of the Reference Asset and will lose more than 25%, and
possibly all, of the Principal Amount. Specifically, investors will lose 1% of the Principal Amount for each 1% decrease from the Initial Level to the Final
Level and may lose all 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 or displayed on any securities exchange or electronic communications network. T he Se c urit ie s do not be a r int e re st .
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 (a s de fine d
he re in) 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 a ll 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" be ginning on pa ge P-8 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" be ginning 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 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 January 2, 2019, against payment in
immediately available funds.
The estimated value of the Securities on the Pricing Date was $960.70 per Security, as discussed further under "Additional Risk Factors -- Estimated Value"
beginning on page P-10 and "Additional Information Regarding Our Estimated Value of the Securities" on page P-27, 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
$23.50
$976.50
Total
$870,000.00
$20,445.00
$849,555.00

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 $976.50 (97.65%) per Security.
2 The Agents will receive a commission of $23.50 (2.35%) per Security and will use all of that commission to allow selling concessions to other dealers in connection with the distribution
of the Securities, or has offered the Securities directly to investors. The Agents may resell the Securities to other securities dealers at the Principal Amount less a concession of $17.50
per Security. Such securities dealers may include Wells Fargo Advisors ("WFA", the trade name of the retail brokerage business of Wells Fargo Clearing Services, LLC and Wells Fargo
Advisors Financial Network, LLC), 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 $0.75 per Security of the underwriting discount to WFA as a distribution expense fee for
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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) Selling Restrictions" on page P-25 of this
pricing supplement.
TD SECURITIES (USA) LLC
WELLS FARGO SECURITIES, LLC
P-1

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, Series E
T ype of Se c urit y:
Market Linked Securities - Leveraged Upside Participation to a Cap and Contingent Downside
T e rm :
Approximately 2 years
Re fe re nc e Asse t :
EURO STOXX 50® Index (Bloomberg Ticker: SX5E)
CU SI P / I SI N :
89114QFF0 / US89114QFF00
Age nt s:
TDS and Wells Fargo Securities. The Agents will receive a commission of $23.50 and may resell the
Securities to other securities dealers, including securities dealers acting as custodians, at the Principal
Amount less a concession of $17.50 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 $0.75
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 :
December 27, 2018
I ssue Da t e :
January 2, 2019, which is three Business Days following the Pricing Date. Under Rule 15c6-1 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), trades in the secondary market
generally are required to settle in two Business Days (T+2), unless the parties to a trade expressly agree
otherwise. Accordingly, purchasers who wish to trade the Securities in the secondary market on any date
prior to two Business Days before delivery of the Securities will be required, by virtue of the fact that each
Security initially will settle in three Business Days (T+3), to specify alternative settlement arrangements to
prevent a failed settlement of the secondary market trade. See "Plan of Distribution" in the prospectus.
V a lua t ion Da t e :
December 29, 2020, subject to postponement for market disruption events and non-trading days, as
described under "Additional Terms of Your Securities--Market Disruption Events" in this pricing
supplement.
M a t urit y Da t e :
January 6, 2021. If the Valuation Date is postponed, the Maturity Date will be the later of (i) January 6, 2021
and (ii) the third business day after the postponed Valuation Date.

TD SECURITIES (USA) LLC
WELLS FARGO SECURITIES, LLC
P-2

Pa ym e nt a t M a t urit y:
If the Final Level is greater than the Initial Level (the Percentage Change is posit ive ), then an investor will
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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 Final Level is equal to or less than the Initial Level, but greater than or equal to the Threshold Level
(the Percentage Change is 0% or ne ga t ive but not be low -2 5 % ), then an investor will receive an
amount per Security equal to:
Principal Amount.
If the Final Level is less than the Threshold Level (the Percentage Change is ne ga t ive a nd be low -
2 5 % ), then an investor will receive less than the Principal Amount, if anything, calculated using the
following formula:
Principal Amount + Principal Amount x Percentage Change.
I f t he Fina l Le ve l is le ss t ha n t he T hre shold Le ve l, inve st ors w ill ha ve full e x posure t o
t he de c re a se in t he le ve l of t he Re fe re nc e Asse t a nd w ill lose m ore t ha n 2 5 % , a nd
possibly a ll, of t he Princ ipa l Am ount . Spe c ific a lly, inve st ors w ill lose 1 % of t he
Princ ipa l Am ount for e a c h 1 % de c re a se from t he I nit ia l Le ve l t o t he Fina l Le ve l a nd
m a y lose a ll of t he Princ ipa l Am ount .
All amounts used in or resulting from any calculation relating to the Securities, including the Payment at
Maturity, will be rounded upward or downward as appropriate, to the nearest cent.
Le ve ra ge Fa c t or:
200%
M a x im um Re de m pt ion
The Maximum Redemption Amount is 152% of the Principal Amount (or $1,520 per Security). As a result, the
Am ount :
maximum return on the Securities is 52% of the Principal Amount (assuming a public offering price of $1,000
per Security).
T hre shold Le ve l:
2,203.02, which is equal to 75% of the Initial Level
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:
2,937.36, 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.
T ra ding Da y:
For purposes of the Securities, the definition of "trading day" set forth in the product prospectus supplement
is superseded. For purposes of the Securities, a "trading day" means a day, as determined by the
Calculation Agent, on which (i) the Index Sponsor is scheduled to publish the level of the Reference Asset
and (ii) each related futures or options exchange is scheduled to be open for trading for its regular trading
session.
The "relevant stock exchange" for any security underlying the Reference Asset means the primary
exchange or quotation system on which such security is traded, as determined by the Calculation Agent.
The "related futures or options exchange" for the Reference Asset means an exchange or quotation system
where trading has a material effect (as determined by the Calculation Agent) on the overall market for
futures or options contracts relating to the Reference Asset.

TD SECURITIES (USA) LLC
WELLS FARGO SECURITIES, LLC
P-3

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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 or regulatory change or an
administrative determination 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 and the timing and character of your income from the
Securities could differ materially and adversely from the treatment described above, as described further
below under "Supplemental Discussion of U.S. Federal Income Tax Consequences" and in the product
prospectus supplement 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 or displayed on any securities exchange or electronic communications
network.
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).
Ca na dia n Ba il -in:
The Securities are not bail-inable notes under the Canada Deposit Insurance Corporation Act.

TD SECURITIES (USA) LLC
WELLS FARGO SECURITIES, LLC
P-4

Investor Considerations
We have designed the Securities for investors who:

seek 200% 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 152% of the Principal Amount;

desire a payment equal to the Principal Amount at maturity if the Final Level is equal to or greater than the Threshold Level (the
Percentage Change is 0% or negative, but not below -25%);

understand that if the Final Level is less than the Threshold Level, they will have full exposure to the decrease in the level of the
Reference Asset and will lose more than 25%, and possibly all, of the Principal Amount;

are willing to forgo interest payments on the Securities and dividends on securities comprising the Reference Asset (the "Reference
Asset Constituents");

are willing to accept the credit risk of TD;

seek exposure to the Reference Asset generally and the Reference Asset Constituents specifically; and

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;

seek full return of the Principal Amount at maturity and are unwilling to accept the risk that, if the Final Level is less than the Threshold
Level, they will lose more than 25%, and possibly all, of the Principal Amount;

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

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

seek current income in the form of interest payments on the Securities or dividends on the Reference Asset Constituents;

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;

do not seek exposure to the Reference Asset generally or the Reference Asset Constituents specifically; or
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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-5

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, Series E, 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" beginning on page P-8 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.

Market Disruption Events. For purposes of the Securities, the definition of "market disruption event" and the postponement provisions set forth
in the product prospectus supplement are superseded. For purposes of the Securities, a "market disruption event" with respect to the Reference
Asset means, any of the (A), (B), (C) or (D) below as determined by the Calculation Agent in its sole discretion:
(A) Any of the following events occurs or exists with respect to any security included in the Reference Asset or any successor index, and the
aggregate of all securities included in the Reference Asset or such successor index with respect to which any such event occurs comprise
20% or more of the level of the Reference Asset or such successor index:
·
a material suspension of or limitation imposed on trading by the relevant stock exchange for such security or otherwise at any
time during the one-hour period that ends at the scheduled closing time for the relevant stock exchange for such security on
that day, whether by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise;
·
any event, other than an early closure, that materially disrupts or impairs the ability of market participants in general to effect
transactions in, or obtain market values for, such security on its relevant stock exchange at any time during the one-hour
period that ends at the scheduled closing time for the relevant stock exchange for such security on that day; or
·
the closure on any exchange business day of the relevant stock exchange for such security prior to its scheduled closing time
unless the earlier closing is announced by such relevant stock exchange at least one hour prior to the earlier of (i) the actual
closing time for the regular trading session on such relevant stock exchange and (ii) the submission deadline for orders to be
entered into the relevant stock exchange system for execution at the scheduled closing time for such relevant stock exchange
on that day.
(B) Any of the following events occurs or exists with respect to futures or options contracts relating to the equity index or any successor index:
·
a material suspension of or limitation imposed on trading by any related futures or options exchange or otherwise at any time
during the one-hour period that ends at the close of trading on such related futures or options exchange on that day, whether
by reason of movements in price exceeding limits permitted by the related futures or options exchange or otherwise;
·
Any event, other than an early closure, that materially disrupts or impairs the ability of market participants in general to effect
transactions in, or obtain market values for, futures or options contracts relating to the Reference Asset or
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TD SECURITIES (USA) LLC
WELLS FARGO SECURITIES, LLC
P-6

such successor index on any related futures or options exchange at any time during the one-hour period that ends at the
close of trading on such related futures or options exchange on that day; or
·
the closure on any exchange business day of any related futures or options exchange prior to its scheduled closing time
unless the earlier closing time is announced by such related futures or options exchange at least one hour prior to the earlier
of (i) the actual closing time for the regular trading session on such related futures or options exchange and (ii) the submission
deadline for orders to be entered into the related futures or options exchange system for execution at the close of trading for
such related futures or options exchange on that day.
(C) The Index Sponsor fails to publish the level of the Reference Asset or any successor index (other than as a result of the Index Sponsor
having discontinued publication of the Reference Asset or successor index and no successor index being available).
(D) Any related futures or options exchange fails to open for trading during its regular trading session.
For the purposes of determining whether a market disruption event has occurred:
·
the relevant percentage contribution of a security included in the Reference Asset or any successor index to the level of such index will
be based on a comparison of (x) the portion of the level of such index attributable to that security to (y) the overall level of such index,
in each case using the official opening weightings as published by the relevant index sponsor as part of the market opening data;
·
the "scheduled closing time" of any relevant stock exchange or related futures or options exchange on any trading day means the
scheduled weekday closing time of such relevant stock exchange or related futures or options exchange on such trading day, without
regard to after hours or any other trading outside the regular trading session hours; and
·
an "exchange business day" means any trading day on which (i) the relevant index sponsor publishes the level of the Reference Asset
or any successor equity index and (ii) each related futures or options exchange is open for trading during its regular trading session,
notwithstanding any related futures or options exchange closing prior to its scheduled closing time.
If the originally scheduled Valuation Date is not a trading day, the Valuation Date will be postponed to the next succeeding trading day. If a
market disruption event occurs or is continuing on the Valuation Date, then the Valuation Date will be postponed to the first succeeding trading
day on which a market disruption event has not occurred and is not continuing; however, if such first succeeding trading day has not occurred as
of the eighth trading day after the originally scheduled Valuation Date, that eighth trading day shall be deemed to be the Valuation Date. If the
Valuation Date has been postponed eight trading days after the originally scheduled Valuation Date and a market disruption event occurs or is
continuing on such eighth trading day, the Calculation Agent will determine the closing level of the Reference Asset on such eighth trading day in
accordance with the formula for and method of calculating the closing level of the Reference Asset last in effect prior to commencement of the
market disruption event, using the closing price (or, with respect to any relevant security, if a market disruption event has occurred with respect
to such security, its good faith estimate of the value of such security at the time at which the official closing level of the Reference Asset is
calculated and published by the Index Sponsor) on such date of each security included in the Reference Asset. As used herein, "closing price"
means, with respect to any security on any date, the relevant stock exchange traded or quoted price of such security as of the time at which the
official closing level of the Index is calculated and published by the index sponsor.
Unavailability of the Level of the Reference Asset. In addition to the provisions set forth under "Unavailability of the Level of the Reference
Asset" beginning on page PS-18 of the accompanying product prospectus supplement, the following provision will also apply for purposes of the
Securities:

If on the Valuation Date the Index Sponsor fails to calculate and announce the level of the Reference Asset, the Calculation Agent will
calculate a substitute closing level of the Reference Asset in accordance with the formula for and method of calculating the Reference Asset last
in effect prior to the failure, but using only those securities that comprised the Reference Asset immediately prior to that failure; provided that, if
a market disruption event occurs or is continuing on such day, then the provisions set forth above under "--Market Disruption Events" above
shall apply in lieu of the foregoing.

TD SECURITIES (USA) LLC
WELLS FARGO SECURITIES, LLC
P-7
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Additional Risk Factors
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 .
If the Final Level is less than the Threshold Level, investors in the Securities will lose more than 25%, and possibly all, of their Principal Amount.
Specifically, if the Final Level is less than the Threshold Level, investors will lose 1% of the Principal Amount of their Securities for each 1% that
the Final Level is less than the Initial Level and may lose all of the Principal Amount. For example, if the Reference Asset has declined by 25.1%
from the Initial Level to the Final Level, you will not receive any benefit of the contingent downside feature and you will lose 25.1% of the
Principal Amount per Security.
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 (52% 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. If TD becomes unable to meet its financial obligations as they
become due, you may not receive any amounts due under the terms 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 or displayed on any securities exchange or
electronic communications network. 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
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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.

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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
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 the 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 its level on the Valuation Date, you will not benefit from the closing level of the
Reference Asset at any time other than 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 Securities, 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. Furthermore, 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 level of the Reference Asset;
·
interest rates in the market;
·
the time remaining until the Securities mature; and
·
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 .
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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
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.
The Index Sponsor, as defined under Information Regarding the Reference Asset, is not an affiliate of ours and will not 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 Closing Level of the Reference Asset and, therefore, the Payment 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

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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.
T ra ding a nd Busine ss Ac t ivit ie s by t he Ba nk 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 the
Se c urit ie s.
We, the Agents and our respective affiliates may hedge our obligations under the Securities by purchasing securities, futures, options or other
derivative instruments with returns linked or related to changes in the level of the Reference Asset and/or the price(s) if one or more Reference
Asset Constituents, and we may adjust these hedges by, among other things, purchasing or selling securities, futures, options or other
derivative instruments at any time. 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 Securities 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 Asset or one or more Reference Asset
Constituents.
These trading activities may present a conflict between the holders' interest in the Securities 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
Securities.
We, the Agents and our respective affiliates may, at present or in the future, engage in business with one or more issuers of the Reference
Asset Constituents (the "Reference Asset Constituent Issuers"), including making loans to or providing advisory services to those companies.
These services could include investment banking and merger and acquisition advisory services. These business activities may present a conflict
between our, the Agents' and our affiliates' obligations, and your interests as a holder of the Securities. Moreover, we, the Agents or our
affiliates may have published, and in the future expect to publish, research reports with respect to the Reference Asset or one or more
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 Securities. Any of these activities by us or one or more of our affiliates or the Agents or their
affiliates may affect the price of the Reference Asset or one or more Reference Asset Constituents and, therefore, the market value of the
Securities and the Payment at Maturity, if any.
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 reflects costs and expected profits associated with selling and structuring
the Securities, as well as hedging our obligations under the Securities. 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.
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 determined by reference to our internal funding rate. The internal funding rate used in the
determination of the estimated value of the Securities generally represents a discount from the credit spreads for our conventional fixed-rate
debt securities and the borrowing rate we would pay for its conventional fixed-rate debt securities. This discount is based on, among other
things, our view of the funding value of the Securities as well as the higher issuance, operational and ongoing liability management costs of
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the Securities 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 Securities to be more favorable to you. Additionally, assuming all other economic terms are held constant, the use of
an internal funding rate for the Securities is expected to increase the estimated value of the Securities at any time.
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; 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. Our pricing models 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 models may be different from other financial
institutions' pricing models and the methodologies used by us to estimate the value of the Securities may not be consistent with those of
other financial institutions that may be purchasers or sellers of the Securities in the secondary market. As a result, the secondary market
price of your Securities may be materially lower than the estimated value of the Securities 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 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 may be based on pricing models that
differ from our pricing models and 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 and expected profits associated with selling and structuring

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the Securities, as well as 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 period after the Pricing 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.
N o dire c t e x posure t o fluc t ua t ions in e x c ha nge ra t e s be t w e e n t he U .S. dolla r a nd t he e uro.
The Reference Asset is composed of non-U.S. securities denominated in euros. Because the level of the Reference Asset is
also calculated in euros (and not in U.S. dollars), the performance of the Reference Asset will not be adjusted for exchange
rate fluctuations between the U.S. dollar and the euro. In addition, any payments on the Securities determined based on the
performance of the Reference Asset will not be adjusted for exchange rate fluctuations between the U.S. dollar and the euro.
Therefore, holders of the Securities will not benefit from any appreciation of the euro relative to the U.S. dollar.
T he Se c urit ie s a re Subje c t t o Risk s Assoc ia t e d w it h N on -U .S. Se c urit ie s M a rk e t s.
The value of your Securities is linked to the Reference Asset, which includes stocks traded in one or more non-U.S. securities markets.
Investments linked to the value of non-U.S. equity securities involve particular risks. Any non-U.S. securities market may be less liquid, more
volatile and affected by global or domestic market developments in a different way than are the U.S. securities market or other non-U.S.
securities markets. Both government intervention in a non-U.S. securities market, either directly or indirectly, and cross-shareholdings in non-
U.S. companies, may affect trading prices and volumes in that market. Also, there is generally less publicly available information about non-U.S.
companies than about those U.S. companies that are subject to the reporting requirements of the SEC. Further, non-U.S. companies are likely
subject to accounting, auditing and financial reporting standards and requirements that differ from those applicable to U.S. reporting companies.
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