FWP 1 brhc10042695_fwp.htm GUIDEBOOK

Filed Pursuant to Rule 433
Registration Statement No. 333-262557

Autocallable Market-Linked Step Up Notes

Autocallable Market-Linked Step Up Notes 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")
Automatic Call
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
Call Level
100.00% of the Starting Value
Observation Dates
Approximately one, two, three and four years from the pricing date
Call Amounts
[$10.95 to $11.05] if called on the first Observation Date, [$11.90 to $12.10] if called on the second Observation Date, [$12.85 to $13.15] if called on the third Observation Date and [$13.80 to $14.20] if called on the final Observation Date, each to be determined on the pricing date
Payout Profile at
      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 beyond a 15.00% decline, with up to 85.00% of your principal at risk
Step Up Value
150.00% of the Starting Value
Step Up Payment
$5.00 per unit, a 50.00% return over the principal amount
Threshold Value
85.00% of the Starting Value
Investment Considerations
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 substantial downside risk below a threshold and forgo interim interest payments, and are willing to have their notes called prior to maturity.
Preliminary Offering
Exchange Listing
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:
If your notes are not called prior to maturity, your investment may result in a loss; there is no guaranteed return of principal.
If your notes are called, your investment return is limited to the applicable Call Premium.
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.
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.
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 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.
Hypothetical Percentage
Change from the Starting
Value to the Ending Value
Hypothetical Redemption
Amount per Unit
Hypothetical Total
Rate of Return on the Notes

This hypothetical percentage change corresponds to the Threshold Value.
This amount represents the sum of the principal amount and the Step Up Payment of $5.00.
This hypothetical percentage change corresponds to the Step Up 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.