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 Capped Value 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 commodity held by the Market Measure, and you will not be entitled to receive any shares of the Market Measure or the commodity 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 the commodity held by the Market Measure 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 commodity held by the Market Measure may be adversely affected, sometimes materially.

If the liquidity of the commodity held by the Market Measure is limited, the value of the Market Measure and, therefore, the return on the notes would likely be impaired.

Suspension or disruptions of market trading in the commodity held by the Market Measure may adversely affect the value of your notes.

The notes will not be regulated by the U.S. Commodity Futures Trading Commission.

Payments on the notes will not be adjusted for all corporate events that could affect the Market Measure.

The price of the Market Measure is linked closely to the price of gold, which may change unpredictably and affect the value of the notes in unforeseeable ways.

The Market Measure is concentrated in a single commodity.

Changes in the methodology used to calculate the gold spot price or changes in laws or regulations, which affect the price of gold, may affect the value of the notes.

The market value of the notes may be affected by price movements in distant-delivery futures contracts associated with the gold spot price.