FWP 1 brhc10040523_fwp.htm GUIDEBOOK
Filed Pursuant to Rule 433
Registration Statement No. 333-262557


LIRNs® Linked to the EURO STOXX 50® Index


The Toronto-Dominion Bank (“TD”)

Principal Amount

$10.00 per unit


Approximately 5 years

Market Measure

The EURO STOXX 50® Index (Bloomberg symbol: “SX5E”)

Payout Profile at

    [145.00% to 165.00%] leveraged upside exposure to increases in the Market Measure
   1-to-1 downside exposure  to decreases in the Market Measure beyond a 20.00% decline, with up to 80.00% of your principal at risk

Participation Rate

[145.00% to 165.00%]. The actual Participation Rate will be determined on the pricing date.

Threshold Value

80.00% of the Starting Value of the Market Measure


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 downside risk below a threshold and forgo interim interest payments.



Exchange Listing


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 and do not take into account any tax consequences from investing in the notes.

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:
Depending on the performance of the Market Measure as measured shortly before the maturity date, your investment may result in a loss; there is no guaranteed return of principal.
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.
Your investment return may be less than a comparable investment directly in the stocks included in the Market Measure.
The initial estimated value of the notes on the pricing date will be less than their public offering price.
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.
You will have no rights of a holder of the securities represented by the Market Measure, and you will not be entitled to receive securities or dividends or other distributions by the issuers of those securities.
The investment strategy represented by the Market Measure may not be successful.
Your return on the notes may be affected by factors affecting the international securities markets, specifically changes within the Eurozone. The Eurozone is and has been undergoing severe financial stress, and the political, legal and regulatory ramifications are impossible to predict. Changes within the Eurozone could adversely affect the performance of the Market Measure and, consequently, the value of the notes. In addition, you will not obtain the benefit of any increase in the value of the euro against the U.S. dollar, which you would have received if you had owned the securities in the Market Measure during the term of your notes, although the level of the Market Measure may be adversely affected by general exchange rate movements in the market.
The final terms of the notes will be set on the pricing date within the given range. Please see the Preliminary Offering Documents for complete product disclosure, including related risks and tax disclosure.
Percentage Change
from the Starting Value
to the Ending Value
Redemption Amount
per Unit(1)
Hypothetical Total Rate of
Return on the Notes

The hypothetical Redemption Amount per unit is based on the hypothetical Participation Rate.
This hypothetical percentage change corresponds to the Threshold Value.

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.