FWP 1 ef20036657_fwp.htm GUIDEBOOK (AMENDED)
Filed Pursuant to Rule 433
Registration Statement No. 333-262557

AUTOCALLABLE STRATEGIC ACCELERATED REDEMPTION SECURITIES®


Autocallable Strategic Accelerated Redemption Securities® Linked to the VanEck® Gold Miners ETF

Issuer
  
The Toronto-Dominion Bank (“TD”)

Principal Amount
  
$10.00 per unit

Term
  
Approximately five years, if not called earlier

Market Measure
  
The VanEck® Gold Miners ETF (Bloomberg symbol: “GDX”)

Automatic Call
  
The notes will be called automatically if the Observation Level of the Market Measure on any of the Observation Dates is equal to or greater than the Call Level

Observation Level
  
The Closing Market Price of the Market Measure on any Observation Date

Observation Dates
  
Approximately one, two, three, four and five years from the pricing date

Call Level
  
100.00% of the Starting Value

Call Amounts
  
[$11.00 to $11.10] if called on the first Observation Date, [$12.00 to $12.20] if called on the second Observation Date, [$13.00 to $13.30] if called on the third Observation Date, [$14.00 to $14.40] if called on the fourth Observation Date and [$15.00 to $15.50] if called on the final Observation Date
, each to be determined on the pricing date

Payout Profile at Maturity
  
If the notes are not called, 1-to-1 downside exposure to decreases in the Market Measure beyond a 15.00% decline, with up to 85.00% of your principal amount at risk

Threshold Value
  
85.00% of the Starting Value

Interest Payments
  
None

Preliminary Offering
Documents
  

Exchange Listing
  
No
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, depending on the performance of the Underlying Fund 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 our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the value of the notes. If we become insolvent or are unable to pay our obligations, you may lose your entire investment.
•
The initial estimated value of the notes on the pricing date will be less than their public offering price.
•
If you attempt to sell the notes prior to maturity, their market value may be lower than both the public offering price and the initial estimated value of the notes on the pricing date.
•
If called, your return on the notes is limited to the applicable Call Premium.
•
You will have no rights of a holder of the Market Measure or the securities held by the Market Measure, and you will not be entitled to receive any shares of the Market Measure or the securities held by the Market Measure, or any dividends or other distributions in respect of the Market Measure or the securities held by the Market Measure.
•
There are liquidity and management risks associated with the Market Measure.
•
The performance of the Market Measure may not correlate with the performance of its underlying index as well as the net asset value per share of the Market Measure, especially during periods of market volatility when the liquidity and the market price of the shares of the Market Measure and/or the securities held by the Market Measure may be adversely affected, sometimes materially.
•
Payments on the notes will not be adjusted for all corporate events that could affect the Market Measure.
•
All of the securities held by the Underlying Fund are concentrated in one industry.
•
A limited number of securities may affect the price of the Underlying Fund, and the securities included in the Underlying Index are not necessarily representative of the gold and silver mining industry.
•
The performance of the Underlying Fund may be influenced by gold and silver prices.
•
There is no direct correlation between the value of the notes or the price of the Underlying Fund, on the one hand, and gold and silver prices, on the other hand.
•
The notes will be subject to risks associated with small-capitalization and mid-capitalization companies.
•
NYSE Arca, Inc., the sponsor and compiler of the Underlying Index, retains significant control and discretionary decision-making over the Underlying Index and is responsible for decisions regarding the interpretation of and amendments to the Underlying Index rules, which may have an adverse effect on the price of the Underlying Fund, the market value of the notes and the amount payable on the notes.
Final terms 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.

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.