Obbligazione TD Bank 2.5% ( US89114QSU30 ) in USD

Emittente TD Bank
Prezzo di mercato 100 USD  ▲ 
Paese  Canada
Codice isin  US89114QSU30 ( in USD )
Tasso d'interesse 2.5% per anno ( pagato 2 volte l'anno)
Scadenza 30/04/2022 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Toronto-Dominion Bank US89114QSU30 in USD 2.5%, scaduta


Importo minimo 1 000 USD
Importo totale /
Cusip 89114QSU3
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
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.

Panoramica sull'Obbligazione Toronto-Dominion Bank (ISIN: US89114QSU30) giunta a maturazione. L'obbligazione in oggetto, identificata dal codice ISIN US89114QSU30 e dal codice CUSIP 89114QSU3, era un titolo di debito emesso dalla Toronto-Dominion Bank, comunemente nota come TD Bank Group, una delle più grandi e rispettate istituzioni finanziarie del Canada e del Nord America. Con sede a Toronto, Ontario, la TD Bank si distingue per la sua vasta gamma di servizi bancari personali e commerciali, gestione patrimoniale, servizi di intermediazione e assicurazioni, vantando una solida reputazione e una significativa presenza globale che la rendono un emittente di rilievo nel mercato del debito. Questo strumento finanziario, pur essendo stato emesso dal Canada, era denominato in Dollari Statunitensi (USD) e offriva un tasso d'interesse fisso annuale del 2.5%, con pagamenti delle cedole distribuiti con frequenza semestrale (due volte all'anno). Il taglio minimo per l'acquisto era fissato a 1000 unità della valuta di denominazione. È importante notare che questa specifica obbligazione ha raggiunto la sua data di maturità il 30 aprile 2022 e, conformemente alle sue condizioni, è stata integralmente rimborsata ai suoi detentori al 100% del suo valore nominale, il che significa che gli investitori hanno ricevuto il capitale investito più l'ultima cedola dovuta, concludendo così l'investimento come previsto.







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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 -1 9 7 3 6 4








Pricing Supplement
$3,000,000

Callable Step Up Notes
Dated April 27, 2015
Due April 30, 2022

The Toronto-Dominion Bank
to the Product Prospectus Supplement No. 1 dated August 1, 2014
and Prospectus Dated July 28, 2014




The Toronto-Dominion Bank ("TD" or "we") is offering the Callable Step Up Notes due April 30, 2022 (the "Notes") described below.

CUSIP / ISIN: 89114QSU3 / US89114QSU30

The Notes will accrue interest at the following per annum fixed rates:


Year 1-4:
2.00%


Year 5:
2.50%


Year 6:
3.50%


Year 7:
5.00%

TD will pay interest on the Notes quarterly on the 30th day of January, April, July, and October of each year (each an "Interest Payment Date"),
commencing on July 30, 2015.

TD may, at its option, elect to redeem the Notes in whole, but not in part, on any Optional Call Date, upon five Business Days' prior written notice,
commencing on July 30, 2015.

Any payments on the Notes are subject to the credit risk of TD. 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 on any securities exchange.

I nve st m e nt 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" on pa ge P-5 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 no. 1 da t e d August 1 , 2 0 1 4 (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 uly 2 8 , 2 0 1 4 (t he "prospe c t us").

N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or
disa pprove d of t he se se c urit ie s or de t e rm ine d t ha t t his pric ing supple m e nt , t he produc t prospe c t us supple m e nt or t he
prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .

We will deliver the Notes in book-entry only form through the facilities of The Depository Trust Company on or about April 30, 2015, against
payment in immediately available funds.


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
$14.333
$985.673
Total
$3,000,000
$42,999.99
$2,957,000.01

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 $989.50 (98.95%) per $1,000 principal amount of
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the Notes.

2 TD Securities (USA) LLC will receive a commission of up to $15.00 (1.50%) per $1,000 principal amount of the Notes and will use a portion of that
commission to allow selling concessions to other dealers in connection with the distribution of the Notes. The other dealers may forgo, in their sole discretion,
some or all of their selling concessions. See "Supplemental Plan of Distribution (Conflicts of Interest)" on page P-7 of this pricing supplement.

3 Rounded to two decimal places.

TD SECURITIES (USA) LLC
P-1


Ca lla ble St e p U p N ot e s

Due April 3 0 , 2 0 2 2




Summary

The information in this "Summary" section is qualified by the more detailed information set forth in this pricing supplement, the product prospectus
supplement and the prospectus.

I ssue r:
The Toronto-Dominion Bank
I ssue :
Senior Debt Securities
T ype of N ot e :
Callable Step Up Notes
CU SI P / I SI N :
89114QSU3 / US89114QSU30
U nde rw rit e r:
TD Securities (USA) 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 :
April 27, 2015
I ssue Da t e :
April 30, 2015
M a t urit y Da t e :
April 30, 2022, subject to redemption by TD prior to the maturity date as set forth below under "Redemption."
Pa ym e nt a t M a t urit y
If the Notes have not been redeemed by us, as described elsewhere in this pricing supplement, TD will pay
you the Principal Amount of your Notes plus any accrued and unpaid interest.
I nt e re st Ra t e :
Rates per annum, payable quarterly in arrears (equal payments):
April 30, 2015 to but excluding April 30, 2019: 2.00%
April 30, 2019 to but excluding April 30, 2020: 2.50%
April 30, 2020 to but excluding April 30, 2021: 3.50%
April 30, 2021 to but excluding April 30, 2022: 5.00%
Da y Count Fra c t ion:
30/360
I nt e re st Pa ym e nt Da t e s:
Quarterly, on the 30th day of January, April, July, and October of each year, commencing on July 30, 2015. If
an Interest Payment Date is not a Business Day, interest shall be paid on the next Business Day, without
adjustment for period end dates and no interest shall be paid in respect of the delay.
Re de m pt ion:
The Notes are redeemable by TD, in whole, but not in part, on any Optional Call Date at 100% of their
Principal Amount together with accrued and unpaid interest, if any, to, but excluding the applicable Optional
Call Date. TD will provide written notice to DTC at least five (5) Business Days prior to the applicable Optional
Call Date.
Opt iona l Ca ll Da t e s:
The 30th day of January, April, July, and October of each year, commencing on July 30, 2015, and ending on
the Maturity Date. If an Optional Call Date is not a Business Day, then the Notes shall be redeemable on the
next Business Day and no interest shall be paid in respect of the delay.
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.
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TD SECURITIES (USA) LLC
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U .S. T a x T re a t m e nt :
The Notes should be treated for U.S. federal income tax purposes as fixed rate debt instruments that are
issued without original issue discount. Please see the discussion (including the opinion of Morrison & Foerster
LLP, our special U.S. federal income tax counsel) in the prospectus under "Tax Consequences--United States
Taxation" and in the product prospectus supplement under "Supplemental Discussion of U.S. Federal Income
Tax Consequences" and specifically the discussion under "Supplemental Discussion of U.S. Federal Income
Tax Consequences--Supplemental U.S. Tax Considerations--Where the term of your notes will exceed one
year-- Fixed Rate Notes, Floating Rate Notes, Inverse Floating Rate Notes, Step Up Notes, Leveraged Notes,
Range Accrual Notes, Dual Range Accrual Notes and Non-Inversion Range Accrual Notes," which apply to
your Notes.
Ca na dia n T a x T re a t m e nt :
Please see the discussion under "Canadian Taxation" on page P-6 of this pricing supplement, which applies
to your Notes.
Ca lc ula t ion Age nt :
TD
List ing:
The Notes will not be listed on any securities exchange.
Cle a ra nc e a nd Se t t le m e nt :
DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg as described
under "Forms of the Debt Securities" and "Book-Entry Procedures and Settlement" in the prospectus.
T e rm s I nc orpora t e d
All of the terms appearing above the item captioned "Listing" beginning on page P-2 of this pricing supplement
in t he M a st e r N ot e :
and the terms appearing under the caption "General Terms of the Notes" in the product prospectus
supplement, as modified by this pricing supplement.

TD SECURITIES (USA) LLC
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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, this pricing supplement will control. 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" on page P-5 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 July 28, 2014:

http://www.sec.gov/Archives/edgar/data/947263/000121465914005375/s723140424b5.htm


Product Prospectus Supplement No. 1 dated August 1, 2014:

http://www.sec.gov/Archives/edgar/data/947263/000121465914005514/s731140424b5.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.

T he T oront o -Dom inion Ba nk ha s file d w it h t he SEC a re gist ra t ion st a t e m e nt , a s w e ll a s a prospe c t us a nd a produc t
prospe c t us supple m e nt , for t he offe ring t o w hic h t his pric ing supple m e nt re la t e s. Be fore you inve st , you should re a d
t hose doc um e nt s a nd t he ot he r doc um e nt s re la t ing t o t his offe ring t ha t w e ha ve file d w it h t he SEC for m ore c om ple t e
inform a t ion a bout us a nd t his offe ring. Y ou m a y obt a in t he se doc um e nt s w it hout c ost by visit ing EDGAR on t he SEC
We bsit e a t w w w .se c .gov. Alt e rna t ive ly, T he T oront o -Dom inion Ba nk , a ny a ge nt or a ny de a le r pa rt ic ipa t ing in t his
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offe ring w ill a rra nge t o se nd you t he produc t prospe c t us supple m e nt a nd t he prospe c t us if you so re que st by c a lling 1 -
8 5 5 -3 0 3 -3 2 3 4 .
TD SECURITIES (USA) LLC
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Additional Risk Factors

The Notes involve risks not associated with an investment in ordinary fixed rate notes. This section describes the most significant risks relating to
the terms of the Notes. For additional information as to these 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.

I nve st ors Are Subje c t t o Our Cre dit Risk , a nd Our 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.
Investors are dependent on TD's ability to pay all amounts due on the Notes on the Interest Payment Dates and 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 Notes.
T he N ot e s Are Subje c t t o Ea rly Re de m pt ion a t T D's Opt ion.
TD has the option to redeem the Notes on any Optional Call Dates as set forth above. It is more likely that we will redeem the Notes prior to the
Maturity Date to the extent that the interest payable on the Notes is greater than the interest that would be payable on our other instruments of a
comparable maturity, terms and credit rating trading in the market. If the Notes are redeemed prior to their stated Maturity Date, you may have to
re-invest the proceeds in a lower rate environment.
T he St e p U p Fe a t ure Pre se nt s Diffe re nt I nve st m e nt Conside ra t ions T ha n Fix e d Ra t e N ot e s.
The interest rate payable on the Notes during their term will increase from the initial interest rate, subject to TD's right to redeem the notes on any
Optional Call Date. You should not expect to earn the higher stated interest rates which are applicable only after the first Optional Call Date
because the Notes may be redeemed prior to the stated Maturity Date. Should general market interest rates increase beyond the rates provided by
the Notes during the term of the Notes, we will likely not redeem the Notes, and investors will be holding Notes that bear interest at below-market
rates.
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, the 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 on any securities exchange. TD Securities (USA) LLC and
other affiliates of TD may make a market for the Notes; however, they are not required to do so. TD Securities (USA) LLC or any other affiliate of
TD 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 issue price, and as a result, you may suffer
substantial losses.
Signific a nt Aspe c t s of t he T a x T re a t m e nt of t he N ot e s M a y Be U nc e rt a in.
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The U.S. tax treatment of the Notes may be uncertain. Please read carefully the section entitled "Tax Consequences -- United States Taxation" in
the prospectus and the section entitled "Supplemental Discussion of U.S. Federal Income Tax Consequences" in the product prospectus
supplement. You should consult your tax advisor about your own tax situation.
For a more complete discussion of the Canadian federal income tax consequences of investing in the Notes, please see "Canadian Taxation" in this
pricing supplement. If you are not a Non-resident Holder (as that term is defined in "Canadian Taxation" in this pricing supplement) or if you acquire
the Notes in the secondary market, you should consult your tax advisors as to the consequences of acquiring, holding and disposing of the Notes
and receiving the payments that might be due under the Notes.

TD SECURITIES (USA) LLC
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Canadian Taxation

The following is, as of the date hereof, a summary of the principal Canadian federal income tax considerations under the Income Tax Act (Canada)
(the "Canadian Tax Act") and Income Tax Regulations issued thereunder (the "Canadian Tax Regulations") generally applicable to a holder who
acquires beneficial ownership of a Note upon the initial issuance of the Note by TD pursuant to this pricing supplement, and who, for purposes of
the Canadian Tax Act and any applicable income tax convention, at all relevant times, is not resident and is not deemed to be resident in Canada,
and who, for purposes of the Canadian Tax Act, at all relevant times, (i) deals at arm's length with TD and any Canadian resident (or deemed
Canadian resident) to whom the holder disposes of the debt security, (ii) is entitled to receive all payments (including any interest and principal)
made on the Note, (iii) is not, and deals at arm's length with each person who is, a "specified shareholder" of TD for purposes of the thin
capitalization rules in the Canadian Tax Act, (iv) holds the Note as capital property, (v) does not use or hold and is not deemed to use or hold the
Note in or in the course of carrying on a business in Canada and (vi) is not an insurer carrying on an insurance business in Canada and elsewhere
(a "Non-resident Holder").

This summary is based upon the current provisions of the Canadian Tax Act and the Canadian Tax Regulations in force as of the date hereof, all
specific proposals to amend the Canadian Tax Act and the Canadian Tax Regulations publicly announced by or on behalf of the Minister of Finance
(Canada) prior to the date hereof (the "Tax Proposals") and an understanding of the current administrative policies and assessing practices of the
Canada Revenue Agency ("CRA") published in writing by the CRA prior to the date hereof. This summary is not exhaustive of all possible Canadian
federal income tax considerations relevant to an investment in Notes and, except for the Tax Proposals, does not take into account or anticipate
any changes in law or CRA administrative policies or assessing practices, whether by way of legislative, governmental or judicial decision or action,
nor does it take into account or consider any other federal tax considerations or any provincial, territorial or foreign tax considerations, which may
differ materially from those discussed herein. While this summary assumes that the Tax Proposals will be enacted in the form proposed, no
assurance can be given that this will be the case, and no assurance can be given that judicial, legislative or administrative changes will not modify
or change the statements below.

T he follow ing is only a ge ne ra l sum m a ry of c e rt a in Ca na dia n non -re side nt w it hholding a nd ot he r t a x provisions w hic h
m a y a ffe c t a N on -re side nt H olde r of t he N ot e s de sc ribe d in t his pric ing supple m e nt . T his sum m a ry is not , a nd is not
int e nde d t o be , a nd should not be c onst rue d t o be , le ga l or t a x a dvic e t o a ny pa rt ic ula r N on -re side nt H olde r a nd no
re pre se nt a t ion w it h re spe c t t o t he inc om e t a x c onse que nc e s t o a ny pa rt ic ula r N on -re side nt H olde r is m a de . Pe rsons
c onside ring inve st ing in t he N ot e s should c onsult t he ir ow n t a x a dvisors w it h re spe c t t o t he t a x c onse que nc e s of
a c quiring, holding a nd disposing of t he N ot e s ha ving re ga rd t o t he ir ow n pa rt ic ula r c irc um st a nc e s.

Interest (including amounts on account or in lieu of payment of, or in satisfaction of, interest) paid or credited, or deemed to be paid or credited on a
Note to a Non-resident Holder will not be subject to Canadian non-resident withholding tax.

Generally, there are no other Canadian taxes on income (including taxable capital gains) payable by a Non-resident Holder under the Canadian Tax
Act solely as a consequence of the acquisition, ownership or disposition of the Notes.

TD SECURITIES (USA) LLC
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Supplemental Plan of Distribution (Conflicts of Interest)

We have appointed TD Securities (USA) LLC, an affiliate of TD, as the agent for the sale of the Notes. Pursuant to the terms of a distribution
agreement, TD Securities (USA) LLC will purchase the Notes from TD at the public offering price less the underwriting discount set forth on the
cover page of this pricing supplement for distribution to other registered broker-dealers, or will offer the securities directly to investors. TD Securities
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(USA) LLC or other registered broker-dealers will offer the Notes at the public offering price set forth on the cover page of this pricing supplement.
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 $989.50 (98.95%) per $1,000
principal amount of the Notes. TD Securities (USA) LLC will receive a commission of up to $15.00 (1.50%) per $1,000 principal amount of the Notes
and will use a portion of that commission to allow selling concessions to other dealers in connection with the distribution of the Notes. The other
dealers may forgo, in their sole discretion, some or all of their selling concessions.

We expect that delivery of the Notes will be made against payment for the Notes on or about April 30, 2015 which is the third (3rd) Business Day
following the Pricing Date (this settlement cycle being referred to as "T+3"). See "Plan of Distribution" in the prospectus. For additional information
as to the relationship between us and TD Securities (USA) LLC, please see the section "Plan of Distribution--Conflicts of Interest" in the product
prospectus supplement.

We may use this pricing supplement in the initial sale of the Notes. In addition, TD Securities (USA) LLC or another of our affiliates may use this
pricing supplement in a market-making transaction in the Notes after their initial sale. Unless we or our agent informs the purchaser otherwise
in the confirmation of sale, this pricing supplement is being used in a market-making transaction.

Validity of the Notes

In the opinion of McCarthy Tétrault LLP, the issue and sale of the Notes has been duly authorized by all necessary corporate action on the part of
TD, and when this pricing supplement has been attached to, and duly notated on, the master note that represents the Notes, the Notes will have
been validly executed and issued and, to the extent validity of the Notes is a matter governed by the laws of the Province of Ontario, or the laws of
Canada applicable therein, will be valid obligations of TD, subject to the following limitations: (i) the enforceability of the Indenture is subject to
bankruptcy, insolvency, reorganization, arrangement, winding up, moratorium and other similar laws of general application limiting the enforcement
of creditors' rights generally; (ii) the enforceability of the Indenture is subject to general equitable principles, including the fact that the availability of
equitable remedies, such as injunctive relief and specific performance, is in the discretion of a court; (iii) courts in Canada are precluded from giving
a judgment in any currency other than the lawful money of Canada; and (iv) the enforceability of the indenture will be subject to the limitations
contained in the Limitations Act, 2002 (Ontario), and such counsel expresses no opinion as to whether a court may find any provision of the
indenture to be unenforceable as an attempt to vary or exclude a limitation period under that Act. This opinion is given as of the date hereof and is
limited to the laws of the Provinces of Ontario and the federal laws of Canada applicable thereto. In addition, this opinion is subject to: (i) the
assumption that the indenture has been duly authorized, executed and delivered by, and constitutes a valid and legally binding obligation of, the
trustee, enforceable against the trustee in accordance with its terms; and (ii) customary assumptions about the genuineness of signatures and
certain factual matters all as stated in the letter of such counsel dated August 1, 2014, which has been filed as Exhibit 5.2 to TD's Form 6-K filed on
August 1, 2014.

In the opinion of Morrison & Foerster LLP, when the pricing supplement has been attached to, and duly notated on, the master note that represents
the Notes, and the Notes have been issued and sold as contemplated by the product prospectus supplement and the prospectus, the Notes will be
valid, binding and enforceable obligations of TD, entitled to the benefits of the indenture, subject to applicable bankruptcy, insolvency and similar
laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation,
concepts of good faith, fair dealing and the lack of bad faith). This opinion is given as of the date hereof and is limited to the laws of the State of
New York. This opinion is subject to customary assumptions about the trustee's authorization, execution and delivery of the indenture and the
genuineness of signatures and to such counsel's reliance on TD and other sources as to certain factual matters, all as stated in the legal opinion of
such counsel dated July 11, 2014, which has been filed as Exhibit 5.3 to TD's registration statement relating to the Notes.

TD SECURITIES (USA) LLC
P-7
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