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 is limited to the return represented by the Step Up Payment and may be less than a comparable investment directly in the Market Measure or the securities  held by 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 Market Measure or the securities held 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 stocks held by the Market Measure are concentrated in one sector.

Adverse conditions in the biotechnology sector may reduce your return on the notes.

The sponsor or investment advisor of the Market Measure may adjust the Market Measure in a way that affects its prices, and the sponsor or investment advisor has no obligation to consider your interests.