PRELIMINARY PRICING SUPPLEMENT
Subject To Completion, dated May 30, 2023
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-262557
(To Product Supplement MLN-WF-1 dated August 31, 2022
and Prospectus dated March 4, 2022)
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The Toronto-Dominion Bank
Senior Debt Securities, Series E
Equity Linked Securities
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Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the common stock of Freeport-McMoRan Inc. due June 23, 2026
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■ Linked to the common stock of Freeport-McMoRan Inc. (the “Underlying Stock”)
■ Unlike ordinary debt securities, the securities do not provide for fixed payments of interest, do not repay a fixed amount of principal at stated maturity and are subject to potential
automatic call prior to stated maturity upon the terms described below. Whether the securities pay a contingent coupon, whether the securities are automatically called prior to stated maturity and, if they are not automatically called,
whether you receive the face amount of your securities at stated maturity will depend, in each case, on the stock closing price of the Underlying Stock on the relevant calculation day
■ Contingent Coupon. The securities will pay a contingent coupon on a quarterly basis until the earlier of stated maturity or automatic call if, and only if, the stock closing price of the Underlying Stock on the calculation day for that quarter is greater than or equal to the coupon threshold price. However, if the stock closing price of the
Underlying Stock on a calculation day is less than the coupon threshold price, you will not receive any contingent coupon for the relevant quarter. If the stock closing price of the Underlying Stock is less than the coupon threshold price
on every calculation day, you will not receive any contingent coupons throughout the entire term of the securities. The coupon threshold price for the Underlying Stock is equal to 50% of the starting price. The contingent coupon rate will
be determined on the pricing date and will at least 12.00% per annum
■ Automatic Call. If the stock closing price of the Underlying Stock on any of the quarterly calculation days from December 2023 to March 2026,
inclusive, is greater than or equal to the starting price, the securities will be automatically called for the face amount plus a final contingent coupon payment
■ Potential Loss of Principal. If the securities are not automatically called prior to stated maturity, you will receive the face amount at stated
maturity if, and only if, the stock closing price of the Underlying Stock on the final calculation day is greater than or equal to the downside threshold price. If the stock closing price of the
Underlying Stock on the final calculation day is less than the downside threshold price, you will lose more than 50%, and possibly all, of the face amount of your securities. The downside threshold price for
the Underlying Stock is equal to 50% of the starting price
■ If the securities are not automatically called prior to stated maturity, you will have full downside exposure to the Underlying Stock from the starting price if the stock closing price on
the final calculation day is less than the downside threshold price, but you will not participate in any appreciation of the Underlying Stock and will not receive any dividends on the Underlying Stock
■ All payments on the securities are subject to the credit risk of The Toronto-Dominion Bank (the “Bank”)
■ No exchange listing; designed to be held to maturity
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Original Offering Price
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Agent Discount(1)
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Proceeds to The Toronto-Dominion Bank
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Per Security
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$1,000.00
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$25.75
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$974.25
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Total
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(1) |
The Agents may receive a commission of up to $25.75 (2.575%) per security and may use a portion of that commission to allow selling concessions to other dealers in connection with the distribution of the
securities, or will offer the securities directly to investors. The Agents may resell the securities to other securities dealers at the original offering price less a concession not in excess of $17.50 (1.75%) per security. Such securities
dealers may include Wells Fargo Advisors (“WFA”, the trade name of the retail brokerage business of Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC), an affiliate of Wells Fargo Securities, LLC (“Wells
Fargo Securities”). The other dealers may forgo, in their sole discretion, some or all of their selling concessions. In addition to the selling concession allowed to WFA, Wells Fargo Securities will pay $0.75 (0.075%) per security of the
agent discount to WFA as a distribution expense fee for each security sold by WFA. The Bank will reimburse TD Securities (USA) LLC (“TDS”) for certain expenses in connection with its role in the offer and sale of the securities, and the
Bank will pay TDS a fee in connection with its role in the offer and sale of the securities. In respect of certain securities sold in this offering, we may pay a fee of up to $1.00 per security to selected securities dealers in
consideration for marketing and other services in connection with the distribution of the securities to other securities dealers. See “Terms of the Securities—Agents” herein and “Supplemental Plan of Distribution (Conflicts of Interest)
–Selling Restrictions” in the accompanying product supplement.
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TD Securities (USA) LLC.
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Wells Fargo Securities
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Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the common stock of Freeport-McMoRan Inc. due June 23, 2026
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Terms of the Securities
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Issuer:
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The Toronto-Dominion Bank (the “Bank”).
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Market Measure:
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The common stock of Freeport-McMoRan Inc. (the “Underlying Stock,”). We refer to the issuer of the Underlying Stock as the “Underlying Stock Issuer”.
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Pricing Date*:
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June 15, 2023.
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Issue Date*:
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June 21, 2023.
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Original Offering
Price:
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$1,000 per security.
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Face Amount:
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$1,000 per security. References in this pricing supplement to a “security” are to a security with a face amount of $1,000.
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Contingent Coupon
Payment:
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On each contingent coupon payment date, you will receive a contingent coupon payment at a per annum rate equal to the contingent coupon rate if, and only if, the stock closing price of the Underlying Stock on the related calculation day is greater than or equal to the coupon threshold price. Each “contingent coupon payment,” if any, will be calculated per
security as follows: ($1,000 × contingent coupon rate)/4. Any contingent coupon payment will be rounded to the nearest cent, with one-half cent rounded upward.
If the stock closing price of the Underlying Stock on any calculation day is less than the coupon threshold price, you will not receive any contingent
coupon payment on the related contingent coupon payment date. If the stock closing price of the Underlying Stock is less than the coupon threshold price on all calculation days, you will not receive any contingent coupon payments over the
term of the securities.
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Contingent Coupon
Payment Dates:
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Quarterly, on the third business day following each calculation day (as each such calculation day may be postponed pursuant to “—Market Disruption Events and Postponement
Provisions” below, if applicable); provided that the contingent coupon payment date with respect to the final calculation day will be the stated maturity date.
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Contingent Coupon
Rate:
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The “contingent coupon rate” will be determined on the pricing date and will be at least 12.00% per annum.
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Automatic Call:
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If the stock closing price of the Underlying Stock on any of the calculation days from December 2023 to March 2026, inclusive, is greater than or equal to the starting
price, the securities will be automatically called, and on the related call settlement date you will be entitled to receive a cash payment per security in U.S. dollars equal to the face amount plus a final contingent coupon payment. The
securities will not be subject to automatic call until the second calculation day, which is approximately six months after the issue date.
If the securities are automatically called, they will cease to be outstanding on the related call settlement date and you will have no further rights under the securities
after such call settlement date. You will not receive any notice from us if the securities are automatically called.
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Calculation Days*:
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Quarterly, on the 15th day of each March, June, September and December, commencing September 2023 and ending in June 2026, each subject to postponement as
described below under “—Market Disruption Events and Postponement Provisions.” We refer to the calculation day scheduled to occur in June 2026 (expected to be June 15, 2026) as the “final calculation day.”
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Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the common stock of Freeport-McMoRan Inc. due June 23, 2026
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Call Settlement Date:
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Three business days after the applicable calculation day (as each such calculation day may be postponed pursuant to “—Market Disruption Events and Postponement Provisions”
below, if applicable).
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Stated Maturity
Date*:
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June 23, 2026, subject to postponement. The securities are not subject to repayment at the option of any holder of the securities prior to the stated maturity date.
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Maturity Payment
Amount:
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If the securities are not automatically called prior to the stated maturity date, you will be entitled to receive on the stated maturity date a cash payment per security
in U.S. dollars equal to the maturity payment amount (in addition to the final contingent coupon payment, if any). The “maturity payment amount” per security will equal:
• if the ending price is greater than or equal to the downside threshold price: $1,000; or
• if the ending price is less than the downside threshold price:
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$1,000 × performance factor
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If the securities are not automatically called prior to stated maturity and the ending price is less than the downside threshold price, you will lose
more than 50%, and possibly all, of the face amount of your securities at stated maturity.
Any return on the securities will be limited to the sum of your contingent coupon payments, if any. You will not participate in any appreciation of the
Underlying Stock, but you will have full downside exposure to the Underlying Stock if the ending price is less than the downside threshold price.
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Performance Factor:
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The ending price divided by the starting price (expressed as a percentage).
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Stock Closing Price:
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Stock closing price, closing price and adjustment factor have the meanings set forth under “General Terms of the Securities—Certain Terms for Securities Linked to an
Underlying Stock—Certain Definitions” in the accompanying product supplement.
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Starting Price:
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$ , the stock closing price of the Underlying Stock on the pricing date.
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Ending Price:
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The “ending price” will be the stock closing price of the Underlying Stock on the final calculation day.
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Coupon Threshold
Price:
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$ , which is equal to 50% of the starting price.
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Downside Threshold
Price:
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$ , which is equal to 50% of the starting price.
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Market Disruption
Events and
Postponement
Provisions:
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Each calculation day is subject to postponement due to non-trading days and the occurrence of a market disruption event. In addition, the stated maturity date will be
postponed if the final calculation day is postponed and will be adjusted for non-business days. For more information regarding adjustments to the calculation days and the stated maturity date, see “General Terms of the
Securities—Consequences of a Market Disruption Event; Postponement of a Calculation Day—Securities Linked to a Single Market Measure” and “—Payment Dates” in the accompanying product supplement. For purposes of the accompanying product
supplement, each call settlement date and the stated maturity date is a “payment date.” In addition, for information regarding the circumstances that may result in a market disruption event, see “General Terms of the Securities—Certain
Terms for Securities Linked to an Underlying Stock—Market Disruption Events” in the accompanying product supplement.
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Calculation Agent:
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The Bank
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Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the common stock of Freeport-McMoRan Inc. due June 23, 2026
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U.S. Tax Treatment:
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By purchasing the securities, you agree, in the absence of a statutory or regulatory change or an administrative determination or judicial ruling to the contrary, to treat
the securities, for U.S. federal income tax purposes, as prepaid derivative contracts with respect to the Market Measure with associated contingent coupons. Pursuant to this approach, any Contingent Coupon 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, our special
U.S. tax counsel, Fried, Frank, Harris, Shriver & Jacobson LLP, is of the opinion that it would be reasonable to treat the securities in the manner described above. However, because there is no authority that specifically addresses the
tax treatment of the securities, it is possible that your securities could alternatively be treated for tax purposes as a single contingent payment debt instrument, or pursuant to some other characterization, such that the timing and
character of your income from the securities could differ materially and adversely from the treatment described above, as described further under “Material U.S. Federal Income Tax Consequences” herein and in the product supplement. An investment in the securities is not appropriate for non-U.S. holders, and we will not attempt to ascertain the tax consequences to non-U.S. holders of the purchase, ownership or disposition of the securities.
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Canadian Tax
Treatment:
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Please see the discussion in the product supplement under “Supplemental Discussion of Canadian Tax Consequences,” which applies to the securities.
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Agents:
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TD Securities (USA) LLC. and Wells Fargo Securities, LLC.
The Agents may receive a commission of up to $25.75 (2.575%) per security and may use a portion of that commission to allow selling concessions to other dealers in
connection with the distribution of the securities, or will offer the securities directly to investors. The Agents may resell the securities to other securities dealers at the original offering price less a concession not in excess of
$17.50 (1.75%) per security. Such securities dealers may include WFA. In addition to the selling concession allowed to WFA, Wells Fargo Securities will pay $0.75 (0.075%) per security of the agent discount to WFA as a distribution expense
fee for each security sold by WFA.
In addition, in respect of certain securities sold in this offering, we may pay a fee of up to $1.00 per security to selected securities dealers in consideration for
marketing and other services in connection with the distribution of the securities to other securities dealers.
The price at which you purchase the securities includes costs that the Bank, the Agents or their respective affiliates expect to incur and profits that the Bank, the
Agents or their respective affiliates expect to realize in connection with hedging activities related to the securities, as set forth above. These costs and profits will likely reduce the secondary market price, if any secondary market
develops, for the securities. As a result, you may experience an immediate and substantial decline in the market value of your securities on the pricing date. See “Selected Risk Considerations — Risks Relating To The Estimated Value Of The
Securities And Any Secondary Market — The Agent Discount, Offering Expenses and Certain Hedging Costs are Likely to Adversely Affect Secondary Market Prices” in this pricing supplement.
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Listing:
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The securities will not be listed 0r displayed on any securities exchange or electronic communications network
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Canadian
Bail-in:
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The securities are not bail-inable debt securities under the CDIC Act
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Denominations:
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$1,000 and any integral multiple of $1,000.
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CUSIP / ISIN:
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89114YYK1 / US89114YYK18
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Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the common stock of Freeport-McMoRan Inc. due June 23, 2026
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Additional Information about the Issuer and the Securities
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• |
Product Supplement MLN-WF-1 dated August 31, 2022:
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• |
Prospectus dated March 4, 2022:
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Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the common stock of Freeport-McMoRan Inc. due June 23, 2026
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Estimated Value of the Securities
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Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the common stock of Freeport-McMoRan Inc. due June 23, 2026
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Investor Considerations
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■ |
seek an investment with contingent coupon payments at a rate of at least 12.00% per annum (to be determined on the pricing date) until the earlier of stated maturity or automatic call, if, and only if,
the stock closing price of the Underlying Stock on the applicable calculation day is greater than or equal to 50% of the starting price;
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understand that if the ending price has declined by more than 50% from the starting price, they will be fully exposed to the decline in the Underlying Stock from the starting price and will lose more than 50%, and possibly all, of the
face amount at stated maturity;
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are willing to accept the risk that they may receive few or no contingent coupon payments over the term of the securities;
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understand that the securities may be automatically called prior to stated maturity and that the term of the securities may be as short as approximately six months;
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understand and are willing to accept the full downside risks of the Underlying Stock;
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are willing to forgo participation in any appreciation of the Underlying Stock and dividends on the Underlying Stock; and
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are willing to hold the securities until maturity.
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■ |
seek a liquid investment or are unable or unwilling to hold the securities to maturity;
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require full payment of the face amount of the securities at stated maturity;
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seek a security with a fixed term;
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■ |
are unwilling to purchase securities with an estimated value as of the pricing date that is lower than the original offering price and that may be as low as the lower estimated value set forth on the cover page;
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■ |
are unwilling to accept the risk that the stock closing price of the Underlying Stock on the final calculation day may decline by more than 50% from the starting price;
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■ |
seek certainty of current income over the term of the securities;
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■ |
seek exposure to the upside performance of the Underlying Stock;
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■ |
are unwilling to accept the risk of exposure to the Underlying Stock;
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■ |
are unwilling to accept the credit risk of the Bank; or
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■ |
prefer the lower risk of conventional fixed income investments with comparable maturities issued by companies with comparable credit ratings.
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Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the common stock of Freeport-McMoRan Inc. due June 23, 2026
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Determining Payment On A Contingent Coupon Payment Date and at Maturity
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Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the common stock of Freeport-McMoRan Inc. due June 23, 2026
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Hypothetical Payout Profile
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Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the common stock of Freeport-McMoRan Inc. due June 23, 2026
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Selected Risk Considerations
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Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the common stock of Freeport-McMoRan Inc. due June 23, 2026
|
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the common stock of Freeport-McMoRan Inc. due June 23, 2026
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• |
Investing In The Securities Is Not The Same As Investing In The Underlying Stock. Investing in the securities is not equivalent to investing in the Underlying
Stock. As an investor in the securities, your return will not reflect the return you would realize if you actually owned and held the Underlying Stock for a period similar to the term of the securities because you will not
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Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the common stock of Freeport-McMoRan Inc. due June 23, 2026
|
• |
Historical Prices Of The Underlying Stock Should Not Be Taken As An Indication Of The Future Performance Of The Underlying Stock During The Term Of The Securities.
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• |
The Securities May Become Linked To The Common Stock Of A Company Other Than The Original Underlying Stock Issuer.
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•
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We, The Agents And Our Respective Affiliates Cannot Control Actions By The Underlying Stock Issuer.
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• |
We, The Agents And Our Respective Affiliates Have No Affiliation With The Underlying Stock Issuer And Have Not Independently Verified Their Public Disclosure Of Information.
|
• |
You Have Limited Anti-Dilution Protection.
|
• |
Trading And Business Activities By The Bank Or Its Affiliates May Adversely Affect The Market Value Of, And Any Amount Payable On, The Securities.
|
• |
There are Potential Conflicts of Interest Between You And The Calculation Agent.
|
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the common stock of Freeport-McMoRan Inc. due June 23, 2026
|
Hypothetical Returns
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Hypothetical performance factor
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Hypothetical maturity payment amount
per security
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175.00%
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$1,000.00
|
160.00%
|
$1,000.00
|
150.00%
|
$1,000.00
|
140.00%
|
$1,000.00
|
130.00%
|
$1,000.00
|
120.00%
|
$1,000.00
|
110.00%
|
$1,000.00
|
100.00%
|
$1,000.00
|
90.00%
|
$1,000.00
|
80.00%
|
$1,000.00
|
70.00%
|
$1,000.00
|
60.00%
|
$1,000.00
|
50.00%
|
$1,000.00
|
49.00%
|
$490.00
|
40.00%
|
$400.00
|
30.00%
|
$300.00
|
25.00%
|
$250.00
|
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the common stock of Freeport-McMoRan Inc. due June 23, 2026
|
Hypothetical Contingent Coupon Payments
|
Hypothetical starting price:
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$100.00
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Hypothetical stock closing price on relevant calculation day:
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$90.00
|
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Hypothetical coupon threshold price:
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$50.00
|
Hypothetical starting price:
|
$100.00
|
|
Hypothetical stock closing price on relevant calculation day:
|
$49.00
|
|
Hypothetical coupon threshold price:
|
$50.00
|
Hypothetical starting price:
|
$100.00
|
|
Hypothetical stock closing price on relevant calculation day:
|
$115.00
|
|
Hypothetical coupon threshold price:
|
$50.00
|
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the common stock of Freeport-McMoRan Inc. due June 23, 2026
|
Hypothetical Payment at Stated Maturity
|
Hypothetical starting price:
|
$100.00
|
|
Hypothetical ending price:
|
$145.00
|
|
Hypothetical coupon threshold price:
|
$50.00
|
|
Hypothetical downside threshold price:
|
$50.00
|
Hypothetical starting price:
|
$100.00
|
|
Hypothetical ending price:
|
$80.00
|
|
Hypothetical coupon threshold price:
|
$50.00
|
|
Hypothetical downside threshold price:
|
$50.00
|
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the common stock of Freeport-McMoRan Inc. due June 23, 2026
|
Hypothetical starting price:
|
$100.00
|
|
Hypothetical ending price:
|
$45.00
|
|
Hypothetical coupon threshold price:
|
$50.00
|
|
Hypothetical downside threshold price:
|
$50.00
|
|
Performance factor (ending price divided by starting price):
|
45.00%
|
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the common stock of Freeport-McMoRan Inc. due June 23, 2026
|
Information Regarding The Market Measure
|
The common stock of Freeport-McMoRan Inc.
|
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the common stock of Freeport-McMoRan Inc. due June 23, 2026
|
Material U.S. Federal Income Tax Consequences
|
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