Obbligazione TD Bank 9% ( US89114QNN42 ) in USD

Emittente TD Bank
Prezzo di mercato 100 USD  ▲ 
Paese  Canada
Codice isin  US89114QNN42 ( in USD )
Tasso d'interesse 9% per anno ( pagato 2 volte l'anno)
Scadenza 29/06/2023 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Toronto-Dominion Bank US89114QNN42 in USD 9%, scaduta


Importo minimo 1 000 USD
Importo totale 2 541 000 USD
Cusip 89114QNN4
Standard & Poor's ( S&P ) rating N/A
Moody's rating NR
Descrizione dettagliata 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 US89114QNN42, pays a coupon of 9% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 29/06/2023

The Obbligazione issued by TD Bank ( Canada ) , in USD, with the ISIN code US89114QNN42, was rated NR by Moody's credit rating agency.







424B2 1 e79233_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 June 26, 2018 to the
Product Prospectus Supplement MLN-ES-ETF-1 dated July 8, 2016 and
Prospectus Dated June 30, 2016

The Toronto-Dominion Bank

$2,541,000
Autocallable Contingent Interest Barrier Notes Linked to the Least Performing of the Shares of the VanEck Vectors® Gold
Miners ETF and the Shares of the SPDR® S&P® Oil & Gas Exploration & Production ETF Due June 29, 2023



The Toronto-Dominion Bank ("TD" or "we") has offered the Autocallable Contingent Interest Barrier Notes (the "Notes") linked to the least performing of the
shares of the VanEck Vectors® Gold Miners ETF and the shares of the SPDR® S&P® Oil & Gas Exploration & Production ETF (each, a "Reference Asset"
and together, the "Reference Assets"). The Notes will pay a Contingent Interest Payment on a Contingent Interest Payment Date (including the Maturity
Date) at a per annum rate of 9.00% (the "Contingent Interest Rate") only if, on the related Contingent Interest Observation Date, the Closing Value of each
Reference Asset is greater than or equal to its Contingent Interest Barrier Value, which is equal to 60.00% of its Initial Value. The Notes will be automatically
called if, on any Call Observation Date, the Closing Value of each Reference Asset is greater than or equal to its Call Threshold Value. If the Notes are
automatically called, on the first following Contingent Interest Payment Date (the "Call Payment Date"), we will pay a cash payment per Note equal to the
Principal Amount, plus any Contingent Interest Payment otherwise due. No further amounts will be owed under the Notes. If the Notes are not automatically
called, the amount we pay at maturity, if anything, will depend on the Closing Value of each Reference Asset on its Final Valuation Date (each, its "Final
Value") relative to its Barrier Value, which is equal to 60.00% of its Initial Value, calculated as follows:
·
If the Final Value of each Reference Asset is greater than or equal to its Barrier Value: the Principal Amount of $1,000.
·
If the Final Value of any Reference Asset is less than its Barrier Value, the sum of (1) $1,000 plus (2) the product of (i) $1,000 times (ii) the
Least Performing Percentage Change
In this scenario, investors will suffer a loss on their initial investment that is proportionate to the Reference Asset with the lowest percentage
change from its Initial Value to its Final Value (the "Least Performing Reference Asset") over the term of the Notes. Specifically, investors will
lose 1% of the Principal Amount of the Notes for each 1% that the Final Value of the Least Performing Reference Asset is less than its Initial
Value, and may lose the entire Principal Amount. Any payments on the Notes are subject to our credit risk.
T he N ot e s do not gua ra nt e e t he pa ym e nt of a ny Cont inge nt I nt e re st Pa ym e nt s or t he re t urn of t he Princ ipa l Am ount .
I nve st ors a re e x pose d t o t he m a rk e t risk of e a c h Re fe re nc e Asse t on e a c h Cont inge nt I nt e re st Obse rva t ion Da t e (inc luding
t he Fina l V a lua t ion Da t e ) a nd a ny de c line in t he va lue of one Re fe re nc e Asse t w ill not be offse t or m it iga t e d by a le sse r
de c line or pot e nt ia l inc re a se in t he va lue of a ny ot he r Re fe re nc e Asse t . I f t he Fina l V a lue of a ny Re fe re nc e Asse t is le ss t ha n
it s Ba rrie r V a lue , inve st ors m a y lose up t o t he ir e nt ire inve st m e nt in t he N ot e s.
The Notes are unsecured and are not savings accounts or insured deposits of a bank. The Notes are not insured or guaranteed by the Canada Deposit
Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency or instrumentality of Canada or the United States.
The Notes will not be listed or displayed on any securities exchange or electronic communications network.
T he N ot e s ha ve c om ple x fe a t ure s a nd inve st ing in t he N ot e s involve s a num be r of risk s. Se e "Addit iona l Risk Fa c t ors"
be ginning on pa ge P-7 of t his pric ing supple m e nt , "Addit iona l Risk Fa c t ors Spe c ific t o t he N ot e s" be ginning on pa ge PS-5 of
t he produc t prospe c t us supple m e nt M LN -ES-ET F -1 da t e d J uly 8 , 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 N ot e s or de t e rm ine d t ha t t his pric ing supple m e nt , t he produc t prospe c t us supple m e nt or t he prospe c t us
is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
We will deliver the Notes in book-entry only form through the facilities of The Depository Trust Company on June 29, 2018 against payment in immediately
available funds.
The estimated value of your Notes at the time the terms of your Notes were set on the Pricing Date was $933.70 per Note, as discussed further under
"Additional Risk Factors -- Estimated Value" beginning on page P-9 and "Additional Information Regarding the Estimated Value of the Notes" on page P-25
of this pricing supplement. The estimated value is less than the public offering price of the Notes.

Public Offe ring Pric e 1
U nde rw rit ing Disc ount 2
Proc e e ds t o T D
Per Note
$1,000.00
$35.00
$965.00
Total
$2,541,000.00
$88,935.00
$2,452,065.00
The public offering price, underwriting discount and proceeds to TD listed above relate to the Notes we issue initially. We may decide to sell additional Notes
after the date of this pricing supplement, at public offering prices and with underwriting discounts and proceeds to TD that differ from the amounts set forth
above. The return (whether positive or negative) on your investment in the Notes will depend in part on the public offering price you pay for such Notes.
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1 Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forego some or all of their selling concessions, fees or
commissions. The public offering price for investors purchasing the Notes in these accounts may be as low as $965.00 (96.50%) per 1,000 Principal
Amount of the Notes.
2 The Agents may receive a commission of $35.00 (3.50%) per $1,000 principal amount of the Notes and may use portion of that commission to allow
selling concessions to other dealers, or has offered the Notes directly to investors, in connection with the distribution of the Notes. The other dealers may
forgo, in their sole discretion, some or all of their selling concessions. TD will reimburse TD Securities (USA) LLC ("TDS") for certain expenses in
connection with its role in the offer and sale of the Notes, and TD will pay TDS a fee in connection with its role in the offer and sale of the Notes. See
"Supplemental Plan of Distribution (Conflicts of Interest)" on page P-24 of this pricing supplement.
TD SECURITIES (USA) LLC
P-1
JEFFERIES LLC
Aut oc a lla ble Cont inge nt I nt e re st Ba rrie r N ot e s

Link e d t o t he Le a st Pe rform ing of t he Sha re s of t he V a nEc k
V e c t ors ® Gold M ine rs ET F a nd t he Sha re s of t he SPDR® S& P®
Oil & Ga s Ex plora t ion & Produc t ion ET F Due J une 2 9 , 2 0 2 3




Summary
The information in this "Summary" section is qualified by the more detailed information set forth in this pricing supplement, the product
prospectus supplement and the prospectus.
I ssue r:
TD
I ssue :
Senior Debt Securities
T ype of N ot e :
Autocallable Contingent Interest Barrier Notes
T e rm :
Approximately 5 years, subject to an automatic call
Re fe re nc e Asse t s:
The shares of the VanEck Vectors® Gold Miners ETF (Bloomberg ticker: GDX, the "GDX Fund") and the
shares of the SPDR® S&P® Oil & Gas Exploration & Production ETF (Bloomberg ticker: XOP, the "XOP
Fund")
T a rge t I ndic e s:
With respect to the GDX Fund, the NYSE Arca Gold Miners Index.
With respect to the XOP Fund, the S&P® Oil & Gas Exploration &
Production Select Industry® Index.
CU SI P / I SI N :
89114QNN4 / US89114QNN42
Age nt s:
TDS and Jefferies LLC
Curre nc y:
U.S. Dollars
M inim um I nve st m e nt :
$1,000 and minimum denominations of $1,000 in excess thereof
Princ ipa l Am ount :
$1,000 per Note
Pric ing Da t e :
June 26, 2018
I ssue Da t e :
June 29, 2018, 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 Notes in the secondary market on any date prior to two
Business Days before delivery of the Notes will be required, by virtue of the fact that each Note initially will
settle in three Business Days ("T+3"), to specify alternative settlement arrangements to prevent a failed
settlement of the secondary market trade.
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Fina l V a lua t ion Da t e :
The final Contingent Interest Observation Date, as described below under "Contingent Interest Observation
Dates".
M a t urit y Da t e :
June 29, 2023, subject to postponement as described below under "Contingent Interest Observation Dates"
or, if such day is not a Business Day, the next following Business Day.
TD SECURITIES (USA) LLC
P-2
JEFFERIES LLC

Ca ll Fe a t ure :
If the Closing Value of each Reference Asset on any Call Observation Date is greater than or equal to its
Call Threshold Value, we will automatically call the Notes and, on the related Call Payment Date, will pay
you a cash payment equal to the Principal Amount, plus any Contingent Interest Payment otherwise due.
No further amounts will be owed to you under the Notes.
Ca ll T hre shold V a lue :
With respect to the GDX Fund, $21.95 (100.00% of its initial value).
With respect to the XOP Fund, $42.46 (100.00% of its initial value).
Each Call Threshold Value is subject to adjustment as described under "General Terms of the Notes-- Anti-
Dilution Adjustments" in the product prospectus supplement.
Ca ll Obse rva t ion Da t e s:
Quarterly on the 26th calendar day of each September, December, March and June, commencing on
September 26, 2018 and ending on March 26, 2023, or, if such day is not a Trading Day, the next following
Trading Day. If a Market Disruption Event occurs or is continuing with respect to a Reference Asset on any
Call Observation Date, the Call Observation Date for the affected Reference Asset will be postponed until
the next Trading Day on which no Market Disruption Event occurs or is continuing for that Reference Asset.
In no event, however, will any Call Observation Date for any Reference Asset be postponed by more than
ten Trading Days. If the determination of the Closing Value of a Reference Asset for any Call Observation
Date is postponed to the last possible day, but a Market Disruption Event occurs or is continuing on that
day, that day will nevertheless be the date on which the Closing Value of such Reference Asset will be
determined. In such an event, the Calculation Agent will estimate the Closing Value that would have
prevailed in the absence of the Market Disruption Event. For the avoidance of doubt, if on any Call
Observation Date, no Market Disruption Event is occurring with respect to a particular Reference Asset, the
Call Observation Date for such Reference Asset will be made on the originally scheduled Observation Date
irrespective of the occurrence of a Market Disruption event with respect to another Reference Asset.
Ca ll Pa ym e nt Da t e :
If the Notes are subject to an automatic call, the Call Payment Date will be the Contingent Interest Payment
Date immediately following the relevant Call Observation Date, subject to postponement as described above
under "Call Observation Dates" if the related Call Observation Date is postponed or, if such day is not a
Business Day, the next following Business Day.
Cont inge nt I nt e re st
If the Closing Value of each Reference Asset is greater than or equal to its Contingent Interest Barrier Value
Pa ym e nt :
on any Contingent Interest Observation Date, a Contingent Interest Payment will be paid to you on the
corresponding Contingent Interest Payment Date, in an amount equal to:
Principal Amount x Contingent Interest Rate x 1/4
If the Closing Value of any Reference Asset is less than its Contingent Interest Barrier Value on any
Contingent Interest Observation Date, you will receive no Contingent Interest Payment on the corresponding
Contingent Interest Payment Date.
Cont inge nt I nt e re st Pa ym e nt s on t he N ot e s a re not gua ra nt e e d. Y ou w ill not re c e ive a
Cont inge nt I nt e re st Pa ym e nt on a Cont inge nt I nt e re st Pa ym e nt Da t e if t he Closing
V a lue of a ny Re fe re nc e Asse t on t he re la t e d Cont inge nt I nt e re st Obse rva t ion Da t e is
le ss t ha n it s Cont inge nt I nt e re st Ba rrie r V a lue .
Cont inge nt I nt e re st Ra t e :
9.00% per annum.
Cont inge nt I nt e re st
With respect to the GDX Fund, $13.170 (60.00% of its initial value).
Ba rrie r V a lue :
With respect to the XOP Fund, $25.476 (60.00% of its initial value).
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Each Contingent Interest Barrier Value is subject to adjustment as described under "General Terms of the
Notes-- Anti-Dilution Adjustments" in the product prospectus supplement.
TD SECURITIES (USA) LLC
P-3
JEFFERIES LLC


Cont inge nt I nt e re st
Quarterly on the 26th calendar day of each September, December, March and June, commencing on
Obse rva t ion Da t e s:
September 26, 2018 and ending on June 26, 2023 (the "Final Valuation Date"), or, if such day is not a
Trading Day, the next following Trading Day. If a Market Disruption Event occurs or is continuing with
respect to a Reference Asset on any Contingent Interest Observation Date for any Reference Asset, the
Contingent Interest Observation Date for the affected Reference Asset will be postponed until the next
Trading Day on which no Market Disruption Event occurs or is continuing for that Reference Asset. In no
event, however, will any Contingent Interest Observation Date for any Reference Asset be postponed by
more than ten Trading Days. If the determination of the Closing Value of a Reference Asset for any
Contingent Interest Observation Date is postponed to the last possible day, but a Market Disruption Event
occurs or is continuing on that day, that day will nevertheless be the date on which the Closing Value of
such Reference Asset will be determined. In such an event, the Calculation Agent will estimate the Closing
Value that would have prevailed in the absence of the Market Disruption Event. For the avoidance of doubt,
if on any Contingent Interest Observation Date, no Market Disruption Event is occurring with respect to a
particular Reference Asset, the Contingent Interest Observation Date for such Reference Asset will be
made on the originally scheduled Observation Date irrespective of the occurrence of a Market Disruption
event with respect to another Reference Asset.
Cont inge nt I nt e re st
With respect to each Contingent Interest Observation Date, the third Business Day following the relevant
Pa ym e nt Da t e s:
Contingent Interest Observation Date, subject to postponement as described above under "-- Contingent
Interest Observation Dates" if the related Contingent Interest Observation Date is postponed or, if such day
is not a Business Day, the next following Business Day.
Pa ym e nt a t M a t urit y:
If the Notes are not automatically called, on the Maturity Date, in addition to any Contingent Interest
Payment otherwise due, we will pay a cash payment, if anything, per Note equal to:
If the Final Value of each Reference Asset is greater than or equal to its Barrier Value:
Principal Amount of $1,000.
If the Final Value of any Reference Asset is less than its Barrier Value:
$1,000 + $1,000 x Least Performing Percentage Change.
Pe rc e nt a ge Cha nge :
For each Reference Asset, the Percentage Change is the quotient, expressed as a percentage, of the
following formula:
Final Value ­ Initial Value
Initial Value
I nit ia l V a lue :
With respect to the GDX Fund: $21.95;
With respect to the XOP Fund: $42.46;
In each case equal to its Closing Value on the Pricing Date, as determined by the Calculation Agent and
subject to adjustment, as described under "General Terms of the Notes-- Anti-Dilution Adjustments" in the
product prospectus supplement.
Closing V a lue :
For each Reference Asset, the Closing Value will be the closing sale price or last reported sale price (or, in
the case of NASDAQ, the official closing price) for that Reference Asset on a per-share or other unit basis,
on any Trading Day for that Reference Asset or, if such Reference Asset is not quoted on any national
securities exchange on that day, on any other market system or quotation system that is the primary market
for the trading of such Reference Asset.
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Fina l V a lue :
For each Reference Asset, the Closing Value of such Reference Asset on its Final Valuation Date.
Ba rrie r V a lue :
With respect to the GDX Fund, $13.170 (60.00% of its initial value).
With respect to the XOP Fund, $25.476 (60.00% of its initial value).
Each Barrier Value is subject to adjustment as described under "General Terms of the Notes-- Anti-Dilution
Adjustments" in the product prospectus supplement.
Le a st Pe rform ing
The Reference Asset with the lowest Percentage Change as compared to the Percentage Change of any
Re fe re nc e Asse t :
other Reference Asset.
TD SECURITIES (USA) LLC
P-4
JEFFERIES LLC


Le a st Pe rform ing
The Percentage Change of the Least Performing Reference Asset.
Pe rc e nt a ge Cha nge :
M onit oring Pe riod:
Final Valuation Date Monitoring
T ra ding Da y:
A day on which the principal trading market(s) for each Reference Asset is open for trading, as determined
by the Calculation Agent.
Busine ss Da y:
Any day that is a Monday, Tuesday, Wednesday, Thursday or Friday that is neither a legal holiday nor a
day on which banking institutions are authorized or required by law to close in New York City or Toronto.
U .S. T a x T re a t m e nt :
By purchasing the Notes, you agree, in the absence of a statutory or regulatory change or judicial or
administrative ruling to the contrary, to treat the Notes, for U.S. federal income tax purposes, as pre-paid
derivative contracts with respect to the Reference Assets. Pursuant to this approach, it is likely that any
Contingent Interest Payment that you receive should be included in ordinary income at the time you receive
the payment or when it accrues, depending on your regular method of accounting for U.S. federal income
tax purposes. Based on certain factual representations received from us, in the opinion of our special U.S.
tax counsel, Cadwalader, Wickersham & Taft LLP, it is reasonable to treat the Notes in the manner
described above. However, because there is no authority that specifically addresses the tax treatment of
the Notes, it is possible that your Notes could alternatively be treated for tax purposes as a single
contingent payment debt instrument, as a constructive ownership transaction under Section 1260 of the
Code or pursuant to some other characterization, such that the timing and character of your income from
the Notes could differ materially and adversely from the treatment described above, as described further
herein under "Supplemental Discussion of U.S. Federal Income Tax Consequences" beginning on page P-
22 and in the product prospectus supplement under "Supplemental Discussion of U.S. Federal Income Tax
Consequences" beginning on page PS-38.
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 Notes.
Re c ord Da t e :
The Business Day preceding the relevant Contingent Interest Payment Date, provided that if you sell the
Notes in the secondary market on a Contingent Interest Observation Date, assuming the standard T+2
settlement, the purchaser of the Notes shall be deemed to be the record holder as of the applicable record
date and, therefore, you will not be entitled to any payment attributable to that date.
Ca lc ula t ion Age nt :
TD
List ing:
The Notes will not be listed or displayed on any securities exchange or electronic communications network.
Cle a ra nc e a nd
DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg as described
Se t t le m e nt :
under "Forms of the Debt Securities" and "Book-Entry Procedures and Settlement" in the prospectus).

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TD SECURITIES (USA) LLC
P-5
JEFFERIES LLC
Additional Terms of Your Notes
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 Notes are a part. Capitalized terms used but not defined in this pricing supplement will have the
meanings given to them in the product prospectus supplement. In the event of any conflict the following hierarchy will govern: first, this pricing
supplement; second, the product prospectus supplement; and last, the prospectus. The Notes vary from the terms described in the product
prospectus supplement in several important ways. You should read this pricing supplement carefully.
This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all
prior
or
contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade
ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among
other things, the matters set forth in "Additional Risk Factors" beginning on page P-7 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
Notes 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 Notes. You may access these documents on the SEC website at www.sec.gov as follows (or if that address has
changed, by reviewing our filings for the relevant date on the SEC website):

Prospectus dated June 30, 2016:
https://www.sec.gov/Archives/edgar/data/947263/000119312516638441/d162493d424b3.htm

Product Prospectus Supplement MLN-ES-ETF-1 dated July 8, 2016:
https://www.sec.gov/Archives/edgar/data/947263/000089109216016045/e70441_424b2.htm
Our Central Index Key, or CIK, on the SEC website is 0000947263. 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. As used in this pricing supplement, the "Bank," "we," "us," or "our" refers to The Toronto-Dominion Bank and its subsidiaries.
We reserve the right to change the terms of, or reject any offer to purchase, the Notes prior to their issuance. In the event of any changes to the
terms of the Notes, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to
reject such changes, in which case we may reject your offer to purchase.
TD SECURITIES (USA) LLC
P-6
JEFFERIES LLC
Additional Risk Factors
The Notes involve risks not associated with an investment in conventional debt securities. This section describes the most significant risks
relating to the terms of the Notes. For additional information as to these and other risks, please see the product prospectus supplement and the
prospectus.
You should carefully consider whether the Notes 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
Notes and the suitability of the Notes in light of their particular circumstances.
Y our I nve st m e nt in t he N ot e s M a y Re sult in a Loss.
The Notes do not guarantee the return of the Principal Amount and investors may lose up to their entire investment in the Notes. Specifically, if
the Notes are not automatically called and the Final Value of any Reference Asset is less than its Barrier Value, investors will lose 1% of the
Principal Amount of the Notes for each 1% that the Final Value of the Least Performing Reference Asset is less than its Initial Value, and may
lose the entire Principal Amount.
Y ou Will N ot Re c e ive Any Cont inge nt I nt e re st Pa ym e nt for Any Cont inge nt I nt e re st Pa ym e nt Da t e I f t he Closing
V a lue of Any Re fe re nc e Asse t on t he Corre sponding Cont inge nt I nt e re st Obse rva t ion Da t e I s Le ss T ha n it s
Cont inge nt I nt e re st Ba rrie r V a lue .
You will not receive a Contingent Interest Payment on a Contingent Interest Payment Date if the Closing Value of any Reference Asset on the
related Contingent Interest Observation Date is less than its Contingent Interest Barrier Value. If the Closing Value of any Reference Asset is
less than its Contingent Interest Barrier Value on each Contingent Interest Observation Date over the term of the Notes, you will not receive any
Contingent Interest Payments, and you will not receive a positive return on your Notes. Generally, this non-payment of any Contingent Interest
Payment will coincide with a greater risk of principal loss on your Notes.
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T he Pot e nt ia l Posit ive Re t urn on t he N ot e s I s Lim it e d t o a ny Cont inge nt I nt e re st Pa ym e nt s Pa id on t he N ot e s, I f
Any, Re ga rdle ss of Any Appre c ia t ion of Any Re fe re nc e Asse t .
The potential positive return on the Notes is limited to any Contingent Interest Payments paid, meaning any positive return on the Notes will be
composed solely by the sum of any Contingent Interest Payments paid over the life of the Notes. Therefore, if the appreciation of any Reference
Asset exceeds the sum of any Contingent Interest Payments actually paid on the Notes, the return on the Notes will be less than the return
would be if you made a direct investment in such Reference Asset or a security directly linked to the positive performance of such Reference
Asset or a hypothetical investment in the stocks and other assets comprising the Reference Asset (the "Reference Asset Constituents").
Y our Re t urn 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.
The return that you will receive on your Notes, which could be negative, may be less than the return you could earn on other investments. The
Notes do not provide for fixed interest payments and you may not receive any Contingent Interest Payments over the term of the Notes. Even if
you do receive one or more Contingent Interest Payments and your return is positive, your return may be less than the return you would earn if
you bought a conventional senior interest bearing debt security of the Bank with the same maturity date or if you invested directly in any of the
Reference Assets or Reference Asset Constituents. Your investment may not reflect the full opportunity cost to you when you take into account
factors that affect the time value of money.
T he N ot e s M a y Be Aut om a t ic a lly Ca lle d Prior t o t he M a t urit y Da t e And Are Subje c t t o Re inve st m e nt Risk .
If your Notes are automatically called, no further payments will be owed to you under the Notes after the applicable Call Payment Date.
Therefore, because the Notes could be called as early as the first potential Call Payment Date, the holding period could be limited. There is no
guarantee that you would be able to reinvest the proceeds from an investment in the Notes at a comparable return for a similar level of risk in
the event the Notes are automatically called prior to the Maturity Date. Furthermore, to the extent you are able to reinvest such proceeds in an
investment with a comparable return for a similar level of risk, you may incur transaction costs such as dealer discounts and hedging costs built
into the price of the new notes.
I nve st ors Are Ex pose d t o t he M a rk e t Risk of Ea c h Re fe re nc e Asse t .
Your return on the Notes is not linked to a basket consisting of the Reference Assets. Rather, it will be contingent upon the performance of each
Reference Asset. Unlike an instrument with a return linked to a basket of indices, common stocks or other underlying securities, in which risk is
mitigated and diversified among all of the components of the basket, you will be exposed equally to the risks related to each Reference Asset.
Poor performance by any Reference Asset over the term of the Notes will negatively affect your return and will not be offset or mitigated by a
positive performance by any other Reference Asset. For instance, you may receive a negative return equal to the Least Performing Percentage
Change if the Final Value of any Reference Asset is less than its Barrier Value on its Final Valuation Date, even if the Percentage Change of
another Reference Asset is positive or has not declined as much. Accordingly, your investment is subject to the market risk of each Reference
Asset.
Be c a use t he N ot e s a re Link e d t o t he Le a st Pe rform ing Re fe re nc e Asse t , Y ou Are Ex pose d t o a Gre a t e r Risk of no
Cont inge nt I nt e re st Pa ym e nt s a nd Losing a Signific a nt Port ion or All of Y our I nit ia l I nve st m e nt a t M a t urit y t ha n if
t he N ot e s We re Link e d t o a Single Re fe re nc e Asse t .
The risk that you will not receive any Contingent Interest Payments and lose a significant portion or all of your initial investment in the Notes is
greater if you invest in the Notes than the risk of investing in substantially similar securities that are linked to the performance
TD SECURITIES (USA) LLC
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of only one Reference Asset. With more Reference Assets, it is more likely that the Closing Value or Final Value of any Reference Asset will be
less than its Contingent Interest Barrier Value on any Contingent Interest Observation Date (including the Final Valuation Date) than if the Notes
were linked to a single Reference Asset.
In addition, the lower the correlation is between the performance of a pair of Reference Assets, the more likely it is that one of the Reference
Assets will decline in value to a Closing Value or Final Value, as applicable, that is less than its Contingent Interest Barrier Value or Barrier
Value on any Call Observation Date or Contingent Interest Observation Date. Although the correlation of the Reference Assets' performance
may change over the term of the Notes, the economic terms of the Notes, including the Contingent Interest Rate, Contingent Interest Barrier
Value and Barrier Value are determined, in part, based on the correlation of the Reference Assets' performance calculated using our internal
models at the time when the terms of the Notes are finalized. All things being equal, a higher Contingent Interest Rate and lower Contingent
Interest Barrier Values and Barrier Values are generally associated with lower correlation of the Reference Assets. Therefore, if the performance
of a pair of Reference Assets is not correlated to each other or is negatively correlated, the risk that you will not receive any Contingent Interest
Payments or that the Final Value of any Reference Asset is less than its Barrier Value will occur is even greater despite a lower Barrier Value
and Contingent Interest Barrier Value. Therefore, it is more likely that you will not receive any Contingent Interest Payments and that you will
lose a significant portion or all of your initial investment at maturity.
I nve st ors Are Subje c t t o T D's Cre dit Risk , a nd T D's Cre dit Ra t ings a nd Cre dit Spre a ds M a y Adve rse ly Affe c t t he
M a rk e t V a lue of t he N ot e s.
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Although the return on the Notes will be based on the performance of the Least Performing Reference Asset, the payment of any amount due on
the Notes is subject to TD's credit risk. The Notes are TD's senior unsecured debt obligations. Investors are dependent on TD's ability to pay all
amounts due on the Notes and, therefore, investors are subject to the credit risk of TD and to changes in the market's view of TD's
creditworthiness. Any decrease in TD's credit ratings or increase in the credit spreads charged by the market for taking TD's credit risk is likely to
adversely affect the market value of the Notes. If TD becomes unable to meet its financial obligations as they become due, investors may not
receive any amounts due under the terms of the Notes.
T he Age nt Disc ount , Offe ring Ex pe nse s a nd Ce rt a in H e dging Cost s Are Lik e ly t o Adve rse ly Affe c t Se c onda ry M a rk e t
Pric e s.
Assuming no changes in market conditions or any other relevant factors, the price, if any, at which you may be able to sell the Notes will likely be
lower than the public offering price. The public offering price includes, and any price quoted to you is likely to exclude, any underwriting discount
paid in connection with the initial distribution, offering expenses as well as the cost of hedging our obligations under the Notes. In addition, any
such price is also likely to reflect dealer discounts, mark-ups and other transaction costs, such as a discount to account for costs associated
with establishing or unwinding any related hedge transaction.
T he re M a y N ot Be a n Ac t ive T ra ding M a rk e t for t he N ot e s -- Sa le s in t he Se c onda ry M a rk e t M a y Re sult in Signific a nt
Losse s.
There may be little or no secondary market for the Notes. The Notes will not be listed or displayed on any securities exchange or electronic
communications network. The Agents may make a market for the Notes; however, they are not required to do so and may stop any market-
making activities at any time. Even if a secondary market for the Notes develops, it may not provide significant liquidity or trade at prices
advantageous to you. We expect that transaction costs in any secondary market would be high. As a result, the difference between bid and ask
prices for your Notes in any secondary market could be substantial.
If you sell your Notes before the Maturity Date, you may have to do so at a substantial discount from the public offering price irrespective of the
value of the then-current least performing Reference Asset, and as a result, you may suffer substantial losses.
T he Am ount s Pa ya ble on t he N ot e s Are N ot Link e d t o t he V a lue of t he Le a st Pe rform ing Re fe re nc e Asse t a t Any
T im e Ot he r T ha n on t he Cont inge nt I nt e re st Obse rva t ion Da t e s (I nc luding t he Fina l V a lua t ion Da t e ) a nd Ca ll
Obse rva t ion Da t e s.
Any payments on the Notes will be based on the Closing Value of the Least Performing Reference Asset only on each Contingent Interest
Observation Date. Even if the market value of the Least Performing Reference Asset appreciates prior to the relevant Contingent Interest
Observation Date but then drops on that day to a Closing Value that is less than its Contingent Interest Barrier Value, you will not receive any
Contingent Interest Payment on the corresponding Contingent Interest Payment Date. Similarly, the Payment at Maturity may be significantly
less than it would have been had the Notes been linked to the Closing Value of the Least Performing Reference Asset on a date other than the
Final Valuation Date, and may be zero. Although the actual values of the Reference Assets at other times during the term of the Notes may be
higher than the values on one or more Contingent Interest Observation Dates, any Contingent Interest Payments on the Notes and the Payment
at Maturity will be based solely on the Closing Value of the Least Performing Reference Asset on the applicable Contingent Interest Observation
Date (including the Final Valuation Date).
T he Cont inge nt I nt e re st Ra t e Will Re fle c t I n Pa rt t he V ola t ilit y of e a c h Re fe re nc e Asse t a nd M a y N ot Be Suffic ie nt
t o Com pe nsa t e Y ou for t he Risk of Loss a t M a t urit y.
Generally, the higher the Reference Assets' volatility, the more likely it is that the Closing Value of each Reference Asset could be less than its
Initial Value or its Contingent Interest Barrier Value on a Contingent Interest Observation Date or its Barrier Value on its Final Valuation Date.
Volatility means the magnitude and frequency of changes in the values of the Reference Assets. This greater risk will generally be reflected in a
higher Contingent Interest Rate for the Notes than the interest rate payable on our conventional debt securities with a comparable term.
However, while the Contingent Interest Rate is set on the Pricing Date, the Reference Assets' volatility can change significantly over the term of
the Notes, and may increase. The value of any Reference Asset could fall sharply on the Contingent Interest Observation Dates, resulting in few
or no Contingent Interest Payments or on the Final Valuation Date, resulting in a significant or entire loss of principal.
TD SECURITIES (USA) LLC
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T he re Are M a rk e t Risk s Assoc ia t e d w it h e a c h Re fe re nc e Asse t .
The value of each Reference Asset can rise or fall sharply due to factors specific to such Reference Asset, its investment advisor (each an
"Investment Advisor", and together, the "Investment Advisors"), the Reference Asset Constituents and their issuers (the "Reference Asset
Constituent Issuers"), such as stock price volatility, earnings, financial conditions, corporate, industry and
regulatory
developments,
management changes and decisions and other events, as well as general market factors, such as general stock and commodity market volatility
and levels, interest rates and economic and political conditions. You, as an investor in the Notes, should make your own investigation into the
Investment Advisors and the Reference Assets for your Notes. For additional information, see "Information Regarding the Reference Assets" in
this pricing supplement and the Investment Advisor's SEC filings. We urge you t o re vie w fina nc ia l a nd ot he r inform a t ion file d
pe riodic a lly by t he I nve st m e nt Advisor w it h t he SEC.
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T ra ding a nd Busine ss Ac t ivit ie s by t he Age nt s or our or t he ir Affilia t e s M a y Adve rse ly Affe c t t he M a rk e t V a lue of
t he N ot e s.
We, the Agents or our or their affiliates may hedge our obligations under the Notes by purchasing securities, futures, options or other derivative
instruments with returns linked or related to changes in the values of the Reference Assets or one or more Reference Asset Constituents, and
we may adjust these hedges by, among other things, purchasing or selling 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 Notes declines. We, the Agents or our or their affiliates may also issue or underwrite other securities or financial or derivative instruments
with returns linked or related to changes in the Reference Assets or one or more Reference Asset Constituents.
These trading activities may present a conflict between the holders' interest in the Notes and the interests we and our affiliates will have in our
or their proprietary accounts, in facilitating transactions, including options and other derivatives transactions, for our or their customers' accounts
and in accounts under our or their management. These trading activities could be adverse to the interests of the holders of the Notes.
We, the Agents or our or their affiliates may, at present or in the future, engage in business with one or more Reference Asset Constituent
Issuers, including making loans to or providing advisory services to those companies. These services could include investment banking and
merger and acquisition advisory services. These business activities may present a conflict between our, the Agent's or our or their affiliates'
obligations, and your interests as a holder of the Notes. Moreover, we, the Agents or our or their 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
Notes. Any of these activities by us, the Agents or our or their affiliates may affect the value of a Reference Asset or one or more Reference
Asset Constituents and, therefore, the market value of the Notes and any payments on 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 N ot e s I s Low e r T ha n t he Public Offe ring Pric e of Y our N ot e s.
The estimated value of your Notes is lower than the public offering price of your Notes. The difference between the public offering price of
your Notes and the estimated value of the Notes reflects costs and expected profits associated with selling and structuring the Notes, as
well as hedging our obligations under the Notes. Because hedging our obligations entails risks and may be influenced by market forces
beyond our control, this hedging may result in a profit that is more or less than expected, or a loss.
T he Est im a t e d V a lue of Y our N ot e s I s Ba se d on Our I nt e rna l Funding Ra t e .
The estimated value of your Notes is determined by reference to our internal funding rate. The internal funding rate used in the
determination of the estimated value of the Notes generally represents a discount from the credit spreads for our conventional fixed-rate
debt securities and the borrowing rate we would pay for its conventional fixed-rate debt securities. This discount is based on, among other
things, our view of the funding value of the Notes as well as the higher issuance, operational and ongoing liability management costs of the
Notes in comparison to those costs for our conventional fixed-rate debt, as well as estimated financing costs of any hedge positions, taking
into account regulatory and internal requirements. If the interest rate implied by the credit spreads for our conventional fixed-rate debt
securities, or the borrowing rate we would pay for our conventional fixed-rate debt securities were to be used, we would expect the
economic terms of the Notes to be more favorable to you. Additionally, assuming all other economic terms are held constant, the use of an
internal funding rate for the Notes is expected to increase the estimated value of the Notes at any time.
T he Est im a t e d V a lue of t he N ot e s I s Ba se d on Our I nt e rna l Pric ing M ode ls, Whic h M a y Prove t o Be I na c c ura t e
a nd M a y Be Diffe re nt from t he Pric ing M ode ls of Ot he r Fina nc ia l I nst it ut ions.
The estimated value of your Notes is based on our internal pricing models when the terms of the Notes are set, which take into account a
number of variables, such as our internal funding rate on the Pricing Date, and are based on a number of subjective assumptions, which are
not evaluated or verified on an independent basis and may or may not materialize. Further, our pricing models may be different from other
financial institutions' pricing models and the methodologies used by us to estimate the value of the Notes may not be consistent with those
of other financial institutions that may be purchasers or sellers of Notes in the secondary market. As a result, the secondary market price of
your Notes may be materially lower than the estimated value of the Notes determined by reference to our internal pricing models. In
addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect.
TD SECURITIES (USA) LLC
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T he Est im a t e d V a lue of Y our N ot e s I s N ot a Pre dic t ion of t he Pric e s a t Whic h Y ou M a y Se ll Y our N ot e s in t he
Se c onda ry M a rk e t , I f Any, a nd Suc h Se c onda ry M a rk e t Pric e s, I f Any, Will Lik e ly be Low e r T ha n t he Public
Offe ring Pric e of Y our N ot e 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 N ot e s.
The estimated value of the Notes is not a prediction of the prices at which the Agents, our or their affiliates or third parties may be willing to
purchase the Notes from you in secondary market transactions (if they are willing to purchase, which they are not obligated to do). The price
at which you may be able to sell your Notes in the secondary market at any time, if any, will be influenced by many factors that cannot be
predicted, such as market conditions, and any bid and ask spread for similar sized trades, and may be substantially less than the estimated
value of the Notes. Further, as secondary market prices of your Notes take into account the levels at which our debt securities trade in the
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secondary market, and do not take into account our various costs and expected profits associated with selling and structuring the Notes, as
well as hedging our obligations under the Notes, secondary market prices of your Notes will likely be lower than the public offering price of
your Notes. As a result, the price at which the Agents, or our or their affiliates or third parties may be willing to purchase the Notes from you
in secondary market transactions, if any, will likely be lower than the price you paid for your Notes, and any sale prior to the Maturity Date
could result in a substantial loss to you.
T he T e m pora ry Pric e a t Whic h t he Age nt s or our or t he ir Affilia t e s M a y I nit ia lly Buy t he N ot e s in t he Se c onda ry
M a rk e t M a y N ot Be I ndic a t ive of Fut ure Pric e s of Y our N ot e s.
Assuming that all relevant factors remain constant after the Pricing Date, the price at which the Agents or our or their affiliates may initially
buy or sell the Notes in the secondary market (if any Agent or our or their affiliates make a market in the Notes, which they are not obligated
to do) may exceed the estimated value of the Notes on the Pricing Date, as well as the secondary market value of the Notes, for a
temporary period after the Issue Date of the Notes, as discussed further under "Additional Information Regarding the Estimated Value of the
Notes." The price at which the Agents or our or their affiliates may initially buy or sell the Notes in the secondary market may not be
indicative of future prices of your Notes.
T he V a nEc k V e c t ors ® Gold M ine rs ET F Doe s N ot M e a sure t he Pe rform a nc e of Gold Bullion.
The GDX Fund measures the performance of shares of gold and silver mining companies and not gold bullion. Therefore the GDX Fund may
under- or over-perform gold bullion over the short- or long-term.
T he re Are Risk s Assoc ia t e d w it h I nve st m e nt s in Se c urit ie s w it h Conc e nt ra t ion in T he Gold a nd Silve r M ining
I ndust ry.
The GDX Fund seeks to track the performance of the NYSE Arca Gold Miners Index, which is comprised of the stocks of companies primarily
engaged in the mining of gold or silver. The shares of the GDX Fund may be subject to increased price volatility as they are linked to a single
industry, market or sector and may be more susceptible to adverse economic, market, political or regulatory occurrences affecting that industry,
market or sector. Because the GDX Fund primarily invests in stocks and American depositary receipts of companies that are involved in the
gold mining industry, and to a lesser extent the silver mining industry, the shares of the GDX Fund, and the value of Notes linked to the GDX
Fund, are subject to certain risks associated with such companies. Gold mining companies are highly dependent on the price of gold and
subject to competition pressures that may have a significant effect on their financial condition. Gold prices are subject to volatile price
movements over short periods of time and are affected by numerous factors. These include economic factors, including, among other things, the
structure of and confidence in the global monetary system, expectations of the future rate of inflation, the relative strength of, and confidence in,
the U.S. dollar (the currency in which the price of gold is generally quoted), interest rates and gold borrowing and lending rates, and global or
regional economic, financial, political, regulatory, judicial or other events. Gold prices may also be affected by industry factors such as industrial
and jewelry demand, lending, sales and purchases of gold by the official sector, including central banks and other governmental agencies and
multilateral institutions which hold gold, levels of gold production and production costs, and short-term changes in supply and demand because
of trading activities in the gold market.

Similarly, silver mining companies are highly dependent on the price of silver. Silver prices can fluctuate widely and may be affected by
numerous factors. These include general economic trends, technical developments, substitution issues and regulation, as well as specific
factors including industrial and jewelry demand, expectations with respect to the rate of inflation, the relative strength of the U.S. dollar (the
currency in which the price of silver is generally quoted) and other currencies, interest rates, central bank sales, forward sales by producers,
global or regional political or economic events, and production costs and disruptions in major silver producing countries.

T he re Are Risk s Assoc ia t e d w it h I nve st m e nt s in Se c urit ie s w it h Conc e nt ra t ion in T he Oil a nd Ga s Se c t or.
The assets of the XOP Fund are concentrated in the oil and gas exploration and production industry, and therefore the XOP Fund may be more
volatile than a fund with more diversified components. Companies in the oil and gas sector develop and produce crude oil and natural gas and
provide drilling and other energy resources production and distribution related services. Stock prices for these types of companies are affected
by supply and demand both for their specific product or service and for energy products in general. The price of oil and gas, exploration and
production spending, government regulation, world events and economic conditions will likewise affect the performance of these companies.
Correspondingly, securities of companies in the energy field are subject to swift price and supply fluctuations caused by events relating to
international politics, energy conservation, the success of exploration projects, and tax and other governmental regulatory policies. Weak
demand for the companies' products or services or for energy products and services in general, as well as negative developments in these and
other areas, would adversely impact the performance of the XOP Fund. Oil and gas exploration and production can be significantly affected by
natural disasters as well as changes in exchange rates, interest rates, government regulation, world events and economic conditions. These
companies also may be at risk for environmental damage claims.

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T he re Are Risk s Assoc ia t e d w it h I nve st m e nt s in Se c urit ie s w it h Conc e nt ra t ion in T he Ene rgy Se c t or.
The assets of the XOP Fund are also concentrated in the energy sector, and therefore the XOP Fund may be more volatile than a fund with
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