Form FWP TORONTO DOMINION BANK Filed by: TORONTO DOMINION BANK
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E-mailFiled Pursuant to Rule 433
Registration Statement No. 333-262557
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Autocallable Market-Linked Step Up Notes
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Autocallable Market-Linked Step Up Notes Linked to an International Equity Index Basket
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Issuer
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The Toronto-Dominion Bank (“TD”)
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Principal Amount
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$10.00 per unit
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Term
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Approximately 3 years
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Market Measure
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An international equity index basket comprised of the EURO STOXX 50® Index (Bloomberg symbol: “SX5E”), the FTSE® 100 Index (Bloomberg symbol: “UKX”), the Nikkei Stock
Average Index (Bloomberg symbol: “NKY”), the Swiss Market Index® (Bloomberg symbol: “SMI”), the S&P/ASX 200 Index (Bloomberg symbol: “AS51”) and the FTSE® China 50 Index (Bloomberg symbol: “XIN0I”) (each, a “Basket Component”). The EURO STOXX 50® Index will
be given an initial weight of 40.00%, each of the FTSE® 100 Index and the Nikkei Stock Average Index will be given an initial weight of 20.00%, each of the Swiss Market Index® and the S&P/ASX 200 Index will be
given an initial weight of 7.50% and the FTSE® China 50 Index will be given an initial weight of 5.00%.
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Automatic Call
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The notes will be called automatically on any Observation Date if the closing level of the Market Measure is equal to or greater than the Call Level
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Call Level
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100.00% of the Starting Value
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Observation Dates
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Approximately one year and two years from the pricing date
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Call Amounts
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[$11.25 to $11.35] if called on the first Observation Date and [$12.50 to $12.70] if called on the final Observation Date, each to be determined on the pricing date
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Payout Profile
at Maturity
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• If the Market Measure is flat
or increases up to the Step Up Value, a return equal to the Step Up Payment
• If the Market Measure increases
above the Step Up Value, a return equal to the percentage increase in the Market Measure
• 1-to-1 downside exposure to
decreases in the Market Measure, with up to 100.00% of your principal at risk
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Step Up Value
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140.00% of the Starting Value
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Step Up Payment
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$4.00 per unit, a 40.00% return over the principal amount
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Threshold Value
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100.00% of the Starting Value
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Investment
Considerations
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This investment is designed for investors who anticipate that the Market Measure will increase over the term of the notes, and are willing to take full downside risk and forgo interim interest payments, and are willing to have their notes called prior
to maturity.
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Preliminary Offering
Documents
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Exchange Listing
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No
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You should read the relevant Preliminary Offering Documents before you invest. Click on the Preliminary Offering Documents hyperlink
above or call your Financial Advisor for a hard copy.
Risk factors
Please see the Preliminary Offering
Documents for a description of certain risks related to this investment, including, but not limited to, the following:
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If your notes are not called prior to maturity, your investment may result in a loss; there is no guaranteed return of principal.
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If your notes are called, your investment return is limited to the applicable Call Premium.
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Payments on the notes are subject to the credit risk of TD, and actual or perceived changes in the creditworthiness of TD are expected to affect the value of the notes. If TD becomes unable to meet its
financial obligations as they become due, you may lose some or all of your investment.
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Changes in the level of one or more of the Basket Components may be offset by changes in the levels of one or more of the other Basket Components.
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The initial estimated value of the notes
on the pricing date will be less than their public offering price.
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The initial estimated value of your notes is
not a prediction of the prices at which you may sell your notes in the secondary market, if any exists, and such secondary market prices, if any, will likely be less than the public offering price of your notes, may be less than the
initial estimated value of your notes and could result in a substantial loss to you.
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You will have no rights of a holder of the securities included in the Basket Components, and you will not be entitled to receive securities or dividends or other distributions by the issuers of the
securities included in the Basket Components.
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Your return on the notes may be affected by factors affecting the international securities markets, specifically changes in the countries represented by the Basket Components.
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Recent executive orders could adversely affect your investment in the notes.
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The final terms of the notes will be set on the pricing date within the given range for the specified Market-Linked Investment. Please see the Preliminary Offering Documents for complete product disclosure, including related risks and tax
disclosure.
The graph above and the table below reflect the hypothetical return on the notes, based on the terms contained in the table to the left (using the mid-point for any range(s)).
The graph and table have been prepared for purposes of illustration only, assume that the notes are not called on any Observation Date and do not take into account any tax consequences from investing in the notes.
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Hypothetical Percentage
Change from the Starting
Value to the Ending Value
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Hypothetical Redemption
Amount per Unit
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Hypothetical Total Rate of
Return on the Notes
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-100.00%
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$0.00
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-100.00%
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-50.00%
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$5.00
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-50.00%
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-25.00%
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$7.50
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-25.00%
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-20.00%
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$8.00
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-20.00%
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-10.00%
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$9.00
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-10.00%
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-5.00%
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$9.50
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-5.00%
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-3.00%
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$9.70
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-3.00%
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0.00%(1)
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$14.00(2)
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40.00%
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10.00%
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$14.00
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40.00%
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20.00%
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$14.00
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40.00%
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25.00%
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$14.00
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40.00%
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30.00%
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$14.00
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40.00%
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40.00%(3)
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$14.00
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40.00%
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50.00%
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$15.00
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50.00%
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60.00%
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$16.00
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60.00%
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| (1) |
This hypothetical percentage change corresponds to the Threshold Value.
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| (2) |
This amount represents the sum of the principal amount and the Step Up Payment of $4.00.
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This hypothetical percentage change corresponds to the Step Up Value.
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TD has filed a registration statement (including a product supplement and a prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this term sheet relates. Before you
invest, you should read the Note Prospectus, including this term sheet, and the other documents that TD has filed with the SEC, for more complete information about TD and this offering. You may get these documents without cost by visiting EDGAR on
the SEC website at www.sec.gov. Alternatively, TD, any agent, or any dealer participating in this offering will arrange to send you these documents if you so request by calling MLPF&S or BofAS toll-free at 1-800-294-1322.
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