Filed Pursuant to Rule 433
Registration Statement No. 333-262557
CAPPED NOTES WITH ABSOLUTE RETURN BUFFER
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Capped Notes with Absolute Return Buffer 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 2 years
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Market Measure
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An international equity basket index 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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Payout Profile at
Maturity
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• 1.25-to-1 leveraged
upside exposure to increases in the Market Measure, subject to the Capped Value
• A positive return
equal to the absolute value of the percentage decline in the level of the Market Measure only if the Market Measure does not decline by more than [10.00% to 16.00%] (e.g., if the negative return of the Market Measure is -5.00%, you
will receive a positive return of +5.00%)
• 1-to-1 downside
exposure to decreases in the Market Measure beyond a [10.00% to 16.00%] decline, with up to [90.00% to 84.00%] of your principal at risk
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Participation Rate
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100.00%
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Capped Value
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$12.40 per unit, a 24.00% return over the principal amount
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Threshold Value
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[90.00% to 84.00%] of the Starting Value of the Market Measure, to be determined on the pricing date.
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Investment
Considerations
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This investment is designed for investors who anticipate that the Market Measure will either increase moderately over the term of the notes or decrease to a level which is not below the
Threshold Value, and are willing to accept a capped return, take downside risk below a threshold and forgo interim interest payments.
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Preliminary
Offering
Documents
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Exchange Listing
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No
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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.
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Any positive return on the notes is limited and may be less than a comparable investment directly in the stocks included in the Basket Components. The notes provide for a positive return if the value of
the Basket increases or does not decrease by more than [10.00% to 16.00%]. However, any positive return on the notes based on the appreciation of the Market Measure is limited to the return represented by the Capped Value and may be
less than that of a comparable investment directly in the stocks included in the Basket Components.
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Your potential for a positive return on the notes based on the depreciation of the Market Measure is limited by the Threshold Value and may be less than that of a comparable investment that takes a short
position directly in the Basket Components (or the stocks included in the Basket Components). In addition, the absolute value return feature applies only if the Ending Value is less than the Starting Value but greater than or equal
to the Threshold Value. Because the Threshold Value will be [90.00% to 84.00%] of the Starting Value, any positive return due to the depreciation of the Basket is limited to [10.00% to 16.00%] (the actual Threshold Value, and by
extension, the cap on the positive return due to the depreciation of the Basket, will be determined on the pricing date). Any decline in the Ending Value from the Starting Value by more than [10.00% to 16.00%] will result in a loss,
rather than a positive return, on the notes. In contrast, for example, a short position in the Basket Components (or the stocks included in the Basket Components) would allow you to receive the full benefit of any decrease in the
level of the Basket Components (or the stocks included in the Basket Components).
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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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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 or of a holder with a short position directly in the Basket Components (or 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. In addition, you will not
obtain the benefit of any increase in the value of the currencies in which the securities in the Basket Components trade against the U.S. dollar which you would have received if you had owned the securities in the Basket Components
during the term of your notes, although the value of the Basket may be adversely affected by general exchange rate movements in the market.
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Recent executive orders could adversely affect your investment 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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$1.300
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-87.00%
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-75.00%
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$3.800
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-62.00%
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-50.00%
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$6.300
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-37.00%
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-40.00%
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$7.300
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-27.00%
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-30.00%
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$8.300
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-17.00%
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-20.00%
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$9.300
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-7.00%
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-13.00%(1)
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$11.300
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13.00%
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-10.00%
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$11.000
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10.00%
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-5.00%
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$10.500
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5.00%
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0.00%(2)
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$10.000
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0.00%
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5.00%
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$10.625
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6.25%
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10.00%
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$11.250
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12.50%
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15.00%
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$11.875
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18.75%
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19.20%
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$12.400(3)
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24.00%
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20.00%
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$12.400
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24.00%
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30.00%
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$12.400
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24.00%
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50.00%
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$12.400
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24.00%
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100.00%
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$12.400
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24.00%
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(1) |
This hypothetical percentage change corresponds to the hypothetical Threshold Value.
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(2) |
This hypothetical percentage change corresponds to the Starting Value.
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(3)
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Any positive return based on the appreciation of the Market Measure cannot exceed the return represented by the Capped Value.
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