EPHC Epoch Holding Corp. (MM)

PROXY STATEMENT

This proxy statement contains information related to our special meeting of stockholders to be held on Tuesday, March 26, 2013 at 10:00 a.m., local time, at Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036, and at any adjournments or postponements thereof. We are furnishing this proxy statement to the stockholders of Epoch Holding Corporation as part of the solicitation of proxies by Epoch’s board of directors for use at the special meeting.

SUMMARY TERM SHEET

This summary term sheet briefly summarizes information found in this proxy statement. The proxy statement contains a more detailed description of the terms described in this summary. You are urged to read this proxy statement carefully, including the annexes and the documents referred to or incorporated by reference in this proxy statement. We have included page references in parentheses to direct you to the appropriate place in this proxy statement for a more complete description of the topics presented in this summary term sheet. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under “Where Stockholders Can Find More Information” beginning on page 71 of this proxy statement.

In this proxy statement, the terms “we,” “us,” “our,” “Epoch” and the “company” refer to Epoch Holding Corporation and, where appropriate, its subsidiaries. We refer to The Toronto-Dominion Bank as “TD,” and Empire Merger Sub, Inc. as “Merger Sub.”

Parties Involved in the Merger (Page 17)

Epoch Holding Corporation

Epoch Holding Corporation, a Delaware corporation, is a holding company headquartered in New York, New York whose sole line of business is investment advisory and investment management services. Epoch’s operations are conducted through its wholly owned subsidiary, Epoch Investment Partners, Inc., which we refer to as “EIP.” EIP is a registered investment adviser under the Investment Advisers Act of 1940, as amended, serving institutional, sub-advisory and high net worth clients worldwide. As of December 31, 2012, EIP’s assets under management were approximately $24.5 billion.

Epoch common stock is currently listed on NASDAQ under the symbol “EPHC.”

Epoch’s principal executive offices are located at 399 Park Avenue, New York, New York 10022 and its telephone number is (212) 303-7200.

The Toronto-Dominion Bank

The Toronto-Dominion Bank is a Canadian chartered bank. TD and its subsidiaries are collectively known as TD Bank Group. TD Bank Group is the sixth largest bank in North America by branches and serves approximately 22 million customers in four key businesses operating in a number of locations in key financial centers around the globe: Canadian Personal and Commercial Banking; Wealth and Insurance; U.S. Personal and Commercial Banking; and Wholesale Banking. TD Bank Group also ranks among the world’s leading online financial services firms, with more than 8.5 million online customers. TD Bank Group had approximately CDN$811 billion in assets on October 31, 2012. TD trades under the symbol “TD” on the Toronto and New York Stock Exchanges.

TD’s principal executive offices are located at P.O. Box 1, Toronto-Dominion Centre, King Street W. and Bay Street, Toronto, Ontario, Canada M5K 1A2 and its telephone number is (888) 751-9000.

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Empire Merger Sub, Inc.

Empire Merger Sub, Inc. is a Delaware corporation and wholly owned subsidiary of TD formed for the purpose of effecting the merger. Merger Sub has not engaged in any business except activities incidental to its formation and in connection with the transactions contemplated by the merger agreement.

Merger Sub’s principal executive offices are located at P.O. Box 1, Toronto-Dominion Centre, King Street W. and Bay Street, Toronto, Ontario, Canada M5K 1A2 and its telephone number is (888) 751-9000.

The Merger (Page 51)

The proposed transaction is the acquisition of Epoch by TD pursuant to the Agreement and Plan of Merger, dated as of December 6, 2012, by and between Epoch, TD and Merger Sub. We refer to that Agreement and Plan of Merger as the “merger agreement.” The acquisition will be effected by the merger of Merger Sub, a wholly owned subsidiary of TD, with and into Epoch, with Epoch continuing as the surviving corporation and becoming a wholly owned subsidiary of TD. We refer to that merger as the “merger.”

Expected Timing of the Merger

We currently anticipate that the merger will be completed in the first half of 2013. The merger is subject to various regulatory clearances and approvals and other conditions, however, and it is possible that factors outside the control of both TD and Epoch could result in the merger being completed at a later time, or not at all. There may be substantial amount of time between the special meeting and the completion of the merger.

Merger Consideration (Page 51)

If the merger is completed, each issued and outstanding share of our common stock, par value $0.01 per share, which we refer to as “Epoch common stock” or “our common stock” (other than shares owned by us, TD or Merger Sub and dissenting shares under Delaware law), will be converted into the right to receive $28.00 in cash, without interest and less any applicable withholding taxes, which we refer to as the “merger consideration,” and, without any action by the holders of such shares, will cease to be outstanding, be cancelled and cease to exist, and each certificate formerly representing any of the shares of Epoch common stock will thereafter represent only the right to receive the per share merger consideration. At or immediately prior to the effective time of the merger, TD will deposit sufficient funds to pay the aggregate per share merger consideration with the paying agent in the merger. Once a stockholder has provided the paying agent with his or her stock certificates and the other items specified by the paying agent, the paying agent will promptly pay the stockholder the per share merger consideration.

The Special Meeting (Page 18)

Date, Time and Place (Page 18).  The special meeting will be held on Tuesday, March 26, 2013 at 10:00 a.m., local time, at Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036.

Purpose (Page 18).  At the special meeting, you will be asked to consider and vote upon (1) a proposal to adopt the merger agreement, thereby approving the merger; (2) a non-binding advisory proposal to approve certain compensation that may be paid or become payable to Epoch’s named executive officers in connection with the consummation of the merger (this proposal being referred to in this proxy statement as the “compensation proposal”); and (3) a proposal to approve the adjournment of the special meeting, if necessary or appropriate in the view of the Epoch board of directors, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to adopt the merger agreement (this proposal being referred to in this proxy statement as the “meeting adjournment proposal”).

Record Date and Voting (Page 18).  Only stockholders who hold shares of our common stock at the close of business on February 8, 2013, the record date for the special meeting, will be entitled to vote at the special meeting. Each share of our common stock outstanding on the record date will be entitled to one vote on each matter submitted to stockholders for approval at the special meeting. As of the record date, there were 23,868,559 shares of our common stock outstanding.

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Quorum (Page 19).  The holders of a majority of the outstanding shares of our stock as of the close of business on the record date, present in person or by proxy, will constitute a quorum for the transaction of business at the special meeting.

Required Vote (Page 19).  Adoption of the merger agreement requires the affirmative vote of a majority of the outstanding shares of our common stock. Approval of the meeting adjournment proposal and the compensation proposal require the affirmative vote of a majority of the votes cast at the special meeting by the holders of shares represented in person or by proxy and entitled to vote on the proposal.

Share Ownership of Our Directors and Executive Officers (Page 69).  As of February 8, 2013, the record date, our directors and executive officers beneficially owned and are entitled to vote, in the aggregate, 5,934,374 shares of our common stock, representing approximately 24.9% of the outstanding shares of our common stock.

Voting Agreements (Page 20).  In connection with the execution of the merger agreement, TD and Merger Sub entered into voting and support agreements, which we refer to as the “voting agreements,” with certain of Epoch’s directors and certain members of Epoch’s senior management and the trustees of certain trusts for their benefit holding as of the date of the merger agreement in the aggregate approximately 28% of the outstanding shares of our common stock. Following certain sales effected by an Epoch director in connection with his tax and estate planning as permitted by his voting agreement, the shares subject to voting agreements represented approximately 26% of the outstanding shares of Epoch common stock as of the date of this proxy statement. Pursuant to the terms of the voting agreements, such stockholders have agreed in their capacities as Epoch stockholders, among other things: (i) to vote their shares in favor of the adoption of the merger agreement and against any alternative proposal; and (ii) not to transfer any shares of our common stock subject to the voting agreements, subject to certain exceptions. The voting agreements and the covenants and agreements set forth in the voting agreements shall automatically terminate (without any further action of the parties) on the earliest to occur of the effective time of the merger or the termination of the merger agreement in accordance with its terms.

Voting and Proxies (Page 19).  Any Epoch stockholder of record entitled to vote may submit a proxy by returning a signed proxy card by mail or voting by telephone or over the Internet, or may vote in person by appearing at the special meeting. If you are a beneficial owner and hold your shares of Epoch common stock in street name through a broker, bank or other nominee, you should instruct your broker, bank or other nominee on how you wish to vote your shares of Epoch common stock using the instructions provided by your broker, bank or other nominee. If you do not return the voting instruction card, the broker, bank or other nominee will determine if it has the discretionary authority to vote on the particular matter. Under applicable rules, brokers, banks or other nominees have the discretion to vote on routine matters. The proposals in this proxy statement are non-routine matters, and brokers, banks and other nominees cannot vote on these proposals without your instructions. Therefore, it is important that you cast your vote or instruct your broker, bank or nominee on how you wish to vote your shares.

How Outstanding Options and Unvested Restricted Stock Will Be Treated (Page 40)

Pursuant to the merger agreement, the following will occur at the effective time of the merger:

As of February 15, 2013, the total amount expected to be paid to current and former Epoch employees and directors in respect of unvested restricted shares and options was approximately $17.6 million.

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Delisting and Deregistration of Our Common Stock (Page 40)

Upon completion of the merger, we will remove our common stock from listing on NASDAQ and price quotations in the public market will no longer be available for our common stock and the registration of our common stock under the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act,” will be terminated.

Determination, Approval and Recommendation of Our Board of Directors (Page 31)

Our board of directors, after considering various factors, has unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of Epoch and the holders of our common stock and has approved the merger agreement and the transactions contemplated thereby, including the merger. Our board of directors unanimously recommends that you vote “ FOR ” the adoption of the merger agreement, thereby approving the merger, “ FOR ” the meeting adjournment proposal and “ FOR ” the compensation proposal.

Certain factors considered by Epoch’s board of directors in reaching its decision to approve the merger agreement and the transactions contemplated thereby, including the merger, can be found in the section entitled “Proposal 1: Adoption of the Merger Agreement—Reasons for the Merger” beginning on page 28 of this proxy statement.

Opinion of Epoch’s Financial Advisor (Page 31)

On December 5, 2012, Credit Suisse Securities (USA) LLC, which we refer to as “Credit Suisse,” rendered its oral opinion to the Epoch board of directors (which was subsequently confirmed in writing by delivery of Credit Suisse’s written opinion dated the same date) to the effect that, as of the date of the opinion, the merger consideration to be received by the holders of our common stock in the merger pursuant to the merger agreement was fair, from a financial point of view, to such holders.

Credit Suisse’s opinion was directed to the Epoch board of directors, and only addressed the fairness, from a financial point of view, to the holders of our common stock of the merger consideration to be received by such holders in the merger pursuant to the merger agreement and did not address any other aspect or implication of the merger. The summary of Credit Suisse’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex B to this proxy statement and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Credit Suisse in preparing its opinion. However, neither Credit Suisse’s written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and they do not constitute, advice or a recommendation to any holder of Epoch common stock as to how such stockholder should vote or act with respect to any matter relating to the merger. See “Proposal 1: Adoption of the Merger Agreement—Opinion of Epoch’s Financial Advisor” beginning on page 31 of this proxy statement.

Interests of Certain Persons in the Merger (Page 40)

In considering the recommendations of our board of directors, you should be aware that our directors and executive officers have interests in the merger that are different from your interests as a stockholder and that may present actual or potential conflicts of interest. Our board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated thereby, including the merger, and in determining to recommend that stockholders vote “ FOR ” the adoption of the merger agreement. You should consider these and other interests of our directors and executive officers that are described in this proxy statement.

For example:

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No Solicitation of Acquisition Proposals (Page 58)

Subject to certain exceptions, the merger agreement prohibits Epoch from, among other things: (i) initiating, soliciting, knowingly encouraging or knowingly facilitating the submission of any inquiries, proposals or offers or any other efforts or attempts that constitute or may reasonably be expected to lead to any acquisition proposal, (ii) having any discussions or negotiations with or providing any confidential information or data to any person relating to an acquisition proposal, or engaging in any negotiations concerning an acquisition proposal, (iii) approving or recommending, or proposing to approve or recommend, any acquisition proposal, (iv) approving or recommending, or proposing to approve or recommend, or executing or entering into, any letter of intent, agreement in principle, merger agreement, asset or share purchase or share exchange agreement or other similar agreement related to any acquisition proposal, (v) entering into any agreement or agreement in principle requiring, directly or indirectly, Epoch to abandon, terminate or fail to consummate the transactions contemplated by the merger agreement or breach its obligations under the merger agreement or (vi) proposing or agreeing to do any of the foregoing.

Epoch may, however, take and may permit its subsidiaries and its and their directors, officers, employees and representatives to take, prior to obtaining stockholder approval of the proposal to adopt the merger agreement, in response to a bona fide written “acquisition proposal” (as defined below in “Terms of the Merger Agreement—No Solicitation of Acquisition Proposals; Changes in Board Recommendation”) that the Epoch board of directors concludes in good faith constitutes or is reasonably likely to result in a “superior proposal” (as defined below in “Terms of the Merger Agreement—No Solicitation of Acquisition Proposals; Changes in Board Recommendation”), any actions described in clause (ii) of the paragraph above if the Epoch board of directors, after consultation with its outside legal advisors, determines in good faith that failure to take such action is more likely than not to result in a violation of its fiduciary duties under applicable law.

Changes in Board Recommendation (Page 58)

Prior to obtaining stockholder approval of the proposal to adopt the merger agreement, the Epoch board of directors may, upon receipt of an acquisition proposal that the Epoch board of directors concludes in good faith constitutes or is reasonably likely to result in a superior proposal, and in certain other circumstances, change its recommendation that Epoch stockholders adopt the merger agreement, subject to complying with certain notice and other specified conditions set forth in the merger agreement, including giving TD the opportunity to propose changes to the merger agreement in response to a proposal for an acquisition transaction or other events or developments. If the Epoch board of directors changes its recommendation with respect to the merger agreement, TD may terminate the merger agreement and receive a termination fee as more fully described below.

Conditions to the Merger (Page 62)

As more fully described in this proxy statement and in the merger agreement, each party’s obligation to complete the merger depends on a number of conditions being satisfied or, where legally permissible, waived, including:

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How the Merger Agreement May Be Terminated (Page 63)

The merger agreement may be terminated and the merger may be abandoned at any time prior to the completion of the merger by mutual written consent, or by either TD or Epoch under any of the following circumstances, at any time before the completion of the merger:

The merger agreement may be terminated by TD if:

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The merger agreement may be terminated by Epoch if:

See the section entitled “Terms of the Merger Agreement—Termination of the Merger Agreement” beginning on page 63 of this proxy statement.

Effects of Termination of the Merger Agreement (Page 64)

Generally, all costs and expenses incurred in connection with the merger agreement, the merger and the other transactions contemplated under the merger agreement will be paid by the party incurring those expenses. The merger agreement provides that, upon termination of the merger agreement under certain circumstances, Epoch may be required to pay to TD a termination fee of $20,000,000. See the section entitled “Terms of the Merger Agreement—Termination Fee; Effect of Termination; Expenses” beginning on page 64 of this proxy statement for a discussion of the circumstances under which such a termination fee will be required to be paid.

Specific Performance (Page 65)

The merger agreement provides that the parties will be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction or other equitable relief to prevent breaches of the merger agreement and to specifically enforce the terms and provisions of the merger agreement.

U.S. Tax Considerations for Our Stockholders (Page 46)

The exchange of shares of our common stock for cash pursuant to the merger will generally be a taxable transaction to “U.S. holders” (as defined below in “Proposal 1: Adoption of the Merger Agreement—Material U.S. Federal Income Tax Consequences”) of our common stock for U.S. federal income tax purposes. A U.S. holder who exchanges shares of our common stock for cash in the merger generally will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and the U.S. holder’s adjusted tax basis in the shares surrendered. You should consult your tax advisor for complete analysis of the U.S. federal, state, local and/or foreign tax consequences of the merger to you. See “Proposal 1: Adoption of the Merger Agreement—Material U.S. Federal Income Tax Consequences” beginning on page 46 of this proxy statement.

Regulatory Matters (Page 44)

The merger is subject to the mandatory notification and waiting period requirements of the HSR Act, which requires that we and TD furnish certain information and materials relating to the merger to the Antitrust Division of the United States Department of Justice, which we refer to as the “Antitrust Division” and the Federal Trade Commission, which we refer to as the “FTC.” Under the HSR Act, the merger may not be consummated until the applicable waiting period has expired or been terminated by the Antitrust Division and the FTC. The required notification and report forms under the HSR Act with the Antitrust Division and the FTC were filed by Epoch on December 21, 2012 and by TD on December 31, 2012. On January 8, 2013, we and TD received notice from the FTC of early termination of the HSR Act waiting period.

The merger is subject to a mandatory notification to the applicable securities regulatory authorities in each of the Canadian provinces, other than the province of Prince Edward Island. TD provided the required notice to such regulatory authorities on January 4, 2013. The parties may not consummate the merger until the applicable waiting period expires without receipt of a regulatory notice of objection or until approval is given. The parties have received non-objection letters from the applicable securities regulatory authorities in each such Canadian province, or in the case of such Canadian provinces that do not provide formal non-objection letters, either the non-objection period has lapsed or the parties have received oral indication of non-objection. In addition, the merger is subject to prior approval from the Investment Industry Regulatory Organization of Canada and the

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TSX Venture Exchange, exemption orders from the Toronto Stock Exchange and the TSX Venture Exchange, and mandatory notification to the Investment Industry Regulatory Organization of Canada. TD filed a letter requesting the applicable approvals and exemptions and providing the appropriate notice on December 20, 2012. The Toronto Stock Exchange and TSX Venture Exchange granted their applicable approval and exemptions on January 11, 2013. The Investment Industry Regulatory Organization of Canada granted its approval on February 14, 2013.

Other than the filings described above, we are not aware of any mandatory regulatory filings to be made, approvals to be obtained or waiting periods to expire, in order to complete the merger.

Stock Prices and Dividends (Page 68)

Our common stock is listed on NASDAQ, under the trading symbol “EPHC.” The closing sale price of our common stock on NASDAQ on December 5, 2012, which was the last trading day before we announced the merger, was $21.91. On February 22, 2013, the last trading day before the date of this proxy statement, the closing price of our common stock on NASDAQ was $28.00.

Under the terms of the merger agreement, we may continue to declare or pay quarterly dividends to our common stockholders not in excess of $0.10 per share. No adjustment to the merger consideration will be made on account of the previously announced $0.75 per share special dividend or any ordinary quarterly dividends payable prior to the consummation of the merger.

Litigation Relating to the Merger (Page 45)

Shortly after the announcement of the proposed transaction, five purported class action complaints were filed by purported shareholders of Epoch against Epoch, the individual directors of Epoch, and TD. One action was filed in the Supreme Court of the State of New York, County of New York, two were filed in the Delaware Court of Chancery, a fourth was filed in the Supreme Court of the State of New York, County of Nassau, and a fifth was filed in the United States District Court for the Southern District of New York.

Specifically, on December 11, 2012, a purported shareholder of Epoch filed an action in the Supreme Court of the State of New York, County of New York, captioned Cindy Goldman TTEE GSS 508 Trust Dated May 16, 2008 v. Epoch Holding Corporation, et al., which we refer to as the “Goldman Action.” The plaintiff alleged that the directors of Epoch breached their fiduciary duties in connection with the proposed transaction with TD, and that TD aided and abetted those alleged breaches of fiduciary duty. The suit named as defendants all directors of Epoch, Epoch, and TD. On January 8, 2013, Epoch and its directors filed a motion to dismiss the complaint or in the alternative to stay the action pending resolution of parallel proceedings in Delaware. The parties thereafter stipulated and the court ordered that the action be stayed pending the resolution of the related Delaware Action and Katcher Action, both described herein.

On December 21, 2012, another purported shareholder of Epoch filed an action in the Delaware Court of Chancery, captioned Reich v. Epoch Holding Corporation, et al., which we refer to as the “Reich Action.” The plaintiff alleged that the directors of Epoch breached their fiduciary duties in connection with the proposed transaction with TD, and that both TD and Merger Sub aided and abetted those alleged breaches of fiduciary duty. The suit named as defendants all directors of Epoch, Epoch, TD and Merger Sub. On December 26, 2012, another purported shareholder action was filed in the Delaware Court of Chancery, captioned Hodgson v. Epoch Holding Corporation, et al., which we refer to as the “Hodgson Action.” The Hodgson Action also brought breach of fiduciary duty claims against the directors of Epoch, and aiding and abetting claims against Epoch, TD and Merger Sub.

Epoch and its directors answered the complaint in the Reich Action on December 28, 2012. On January 3, 2013, the Court of Chancery entered an order consolidating the Reich and Hodgson Actions as In re Epoch Holding Corporation Stockholder Litigation, which we refer to as the “Delaware Action,” and appointed lead counsel for the consolidated action. On January 18, 2013, the plaintiffs filed an unopposed motion for leave to amend their complaint, which the court granted on January 25, 2013. The plaintiffs filed their amended class action complaint on January 25, 2013, which added claims that the director defendants breached their duty of disclosure by omitting or misstating material information in Epoch’s preliminary proxy statement. On

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February 6, 2013, Epoch and its directors answered the plaintiffs’ amended complaint. On February 11, 2013, TD and Merger Sub filed a motion to dismiss the amended class action complaint.

The third-filed action was brought in the Supreme Court of the State of New York, County of Nassau, on December 24, 2012, captioned Katcher v. Epoch Holding Corporation, et al., which we refer to as the “Katcher Action.” The plaintiffs brought claims similar to those raised in the Goldman Action and the Delaware Action against Epoch, the members of Epoch’s board, and TD. On January 16, 2013, Epoch and its directors filed a motion to dismiss the complaint or stay the action pending the resolution of the parallel Delaware Action, which we refer to as the “Motion to Dismiss/Stay.” The plaintiffs filed an amended complaint on January 21, 2013, adding allegations that Epoch’s directors breached their duty of disclosure by omitting or misstating material information in Epoch’s preliminary proxy statement. The plaintiffs also filed a motion on order to show cause providing for expedited discovery, which we refer to as the “Motion for Expedited Discovery,” on January 23, 2013. On January 25, 2013, the plaintiffs filed their brief in opposition to the Motion to Dismiss/Stay. On January 29, 2013, the defendants filed a cross-motion to stay discovery and for a protective order, and their opposition to the plaintiffs’ Motion for Expedited Discovery. On January 30, 2013, Epoch and its directors filed a reply brief in further support of their Motion to Dismiss/Stay. On February 3, 2013, the plaintiffs moved for an order requiring the defendants to respond to their discovery demands absent a stay of the action or an order of the court. On February 4, 2013, the court issued an order requiring defendants to provide discovery. The parties agreed on February 15, 2013 that plaintiffs would participate in a parallel track of discovery with the related Delaware Action and asked the court to hold all discovery motions in abeyance. The Motion to Dismiss/Stay remains pending before the court.

On January 24, 2013, another purported shareholder of Epoch filed a similar action in the United States District Court for the Southern District of New York, captioned Wilks v. Priest, et al., which we refer to as the “Wilks Action.” The defendants include Epoch, the members of Epoch’s board, TD, and Merger Sub. The plaintiff brought a claim under Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder regarding the disclosures in Epoch’s preliminary proxy statement. The plaintiff also brought a breach of fiduciary duty claim and a breach of duty of disclosure claim against the Epoch directors, and an aiding and abetting claim against TD and Merger Sub. Epoch and its board of directors believe these claims are entirely without merit, and intend to vigorously defend against these actions.

On February 25, 2013, the parties to the Delaware Action and the Katcher Action executed a memorandum of understanding, which we refer to as the “MOU,” setting forth the terms and conditions for the settlement of the Delaware Action and the Katcher Action. Pursuant to the MOU, the parties agreed that Epoch will provide additional disclosures in this proxy statement regarding the proposed transaction. In addition, after notice to all class members and approval by the court, the settlement would provide for a full and final settlement of the Delaware Action and the Katcher Action and a release of all claims that were asserted or could have been asserted in the Delaware Action, the Katcher Action, the Goldman Action, and the Wilks Action, and would further preclude the filing of additional actions related to the transactions contemplated by the merger agreement. The plaintiffs’ counsel have indicated their intent to seek a fee for the benefit they obtained for the class, which will be subject to approval by the courts.

Our Stockholders Will Have Appraisal Rights (Page 48)

Under Delaware law, stockholders who do not wish to accept the cash consideration payable for their shares of our common stock pursuant to the merger may seek, under Section 262 of the General Corporation Law of the State of Delaware, judicial appraisal by the Delaware Court of Chancery of the fair value of their shares of our common stock. This value could be more than, less than or equal to the $28.00 per share merger consideration. This right of holders of our common stock to appraisal is subject to a number of restrictions and technical requirements. Generally, in order to properly demand an appraisal, among other things:

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Merely voting against, or failing to vote in favor of, adoption of the merger agreement will not preserve your right to appraisal under Delaware law. Also, because a submitted proxy not marked “ AGAINST ” or “ ABSTAIN ” will be voted “ FOR ” the proposal to adopt the merger agreement, the submission of a proxy not marked “ AGAINST ” or “ ABSTAIN ” will result in the waiver of appraisal rights. If you hold shares of Epoch common stock in the name of a broker, bank or other nominee, you must instruct your nominee to take the steps necessary to enable you to assert your appraisal rights. If you or your nominee fail to follow all of the steps required by Section 262 of the General Corporation Law of the State of Delaware, you will lose your right to appraisal. See “Proposal 1: Adoption of the Merger Agreement—Appraisal Rights” beginning on page 48 of this proxy statement for a description of the procedures that you must follow in order to exercise your appraisal rights.

Stockholders who properly perfect their appraisal rights will receive only the judicially determined fair value of their shares of Epoch common stock if such stockholders file suit in the Delaware Court of Chancery and litigate the resulting appraisal case to a decision.

Annex C to this proxy statement contains the full text of Section 262 of the General Corporation Law of the State of Delaware, which relates to your right to appraisal. We encourage you to read these provisions carefully and in their entirety.

Help in Answering Questions

If you have questions about the special meeting or the merger after reading this document, you may contact Morrow & Co., LLC, which is assisting us in the solicitation of proxies, toll free at (800) 278-2141 or collect at (203) 658-9400.

Neither the U.S. Securities Exchange Commission, which we refer to as the “SEC,” nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to address some commonly asked questions regarding the special meeting and the merger. These questions and answers may not address all questions that may be important to you as a stockholder of our common stock. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

Q: Why am I receiving these materials?

A: You are receiving this proxy statement and the accompanying proxy card because you owned shares of our common stock at the close of business on February 8, 2013, the record date for the special meeting of stockholders. Our board of directors is providing these proxy materials to give you information for use in determining how to vote in connection with the matters to be considered at the special meeting.

Q: When and where is the special meeting?

A: The special meeting will take place on Tuesday, March 26, 2013 at 10:00 a.m., local time, at Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036.

Q: What matters will be voted on at the special meeting?

A: We will ask you to consider and vote upon (1) a proposal to adopt the merger agreement by and between Epoch, TD and Merger Sub, pursuant to which Merger Sub will merge with and into Epoch with Epoch continuing as the surviving company and becoming a wholly owned subsidiary of TD, (2) a non-binding, advisory proposal to approve certain compensation that may be paid or become payable to Epoch’s named executive officers in connection with the consummation of the merger, and (3) a proposal to approve the adjournment of the special meeting, if necessary or appropriate in the view of the Epoch board of directors, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to adopt the merger agreement.

Q: What is the proposed transaction?

A: Under the terms of the merger agreement, upon completion of the merger, Merger Sub will be merged with and into Epoch, with Epoch being the surviving corporation and a wholly owned subsidiary of TD. After the merger is completed, our common stock will cease to be traded on NASDAQ.

Q: What will I receive if the merger is completed?

A: You will have the right to receive $28.00 in cash, without interest and less any applicable withholding taxes, for each share of our common stock you own, unless you are a dissenting stockholder and you validly exercise your appraisal rights under Delaware law. In either case, as a result of the merger, your shares will be cancelled and you will not own shares in the surviving corporation.

Q: Should I send in my stock certificates now?

A: No. Please do not send your stock certificates now. If the merger is completed, you will receive shortly thereafter the letter of transmittal instructing you to send your stock certificates to the paying agent in order to receive the cash payment of the merger consideration for each share of our common stock represented by the stock certificates. You should use the letter of transmittal to exchange your stock certificates for the cash payment to which you are entitled upon completion of the merger. Please do not send in your stock certificates with your proxy card.

Q: What happens if I sell or transfer my shares of common stock after the record date but before the special meeting?

A: If you sell or transfer your shares of our common stock after the record date but before the special meeting, you will transfer the right to receive the merger consideration, if the merger is completed, to the person to whom you sell or transfer your shares of our common stock, but you will retain your right to vote these shares at the special meeting.

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Q: What vote is required to adopt the merger agreement, thereby approving the merger?

A: Adoption of the merger agreement requires the affirmative vote of a majority of the outstanding shares of our common stock.

Q: What vote is required for the meeting adjournment proposal?

A: Approval of the meeting adjournment proposal requires the affirmative vote of a majority of the votes cast at the special meeting by the holders of shares represented in person or by proxy and entitled to vote on the proposal.

Q: What vote is required for the compensation proposal?

A: Approval of the compensation proposal requires the affirmative vote of a majority of the votes cast at the special meeting by the holders of shares represented in person or by proxy and entitled to vote on the proposal.

Q: What constitutes a quorum?

A: The presence at the special meeting, in person or by proxy, of a majority of the outstanding shares of common stock entitled to vote at any meeting of Epoch stockholders shall constitute a quorum for the transaction of any business at such meeting. When a quorum is once present to organize a meeting of Epoch stockholders, it is not broken by the subsequent withdrawal of any Epoch stockholders. Abstentions and broker non-votes are considered as present for the purpose of determining the presence of a quorum.

Q: How does the Epoch board of directors recommend that I vote?

A: Our board of directors, after considering various factors, recommends that our stockholders vote “ FOR ” the adoption of the merger agreement, thereby approving the merger, “ FOR ” the approval, on a non-binding, advisory basis, of the compensation proposal, and “ FOR ” the approval of the meeting adjournment proposal. You should read “Proposal 1: Adoption of the Merger Agreement—Reasons for the Merger” beginning on page 28 of this proxy statement for a discussion of the factors that our board of directors considered in deciding to recommend the adoption of the merger agreement.

Q: What is the difference between holding shares as a stockholder of record and a beneficial owner?

A: Most of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Because a beneficial owner is not the stockholder of record, you may not vote these shares at the special meeting, unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your shares giving you the right to vote the shares at the special meeting. You should allow yourself enough time prior to the special meeting to obtain this proxy from the stockholder of record.

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Q: How do I vote my shares of Epoch common stock?

A: Before you vote, you should carefully read and consider the information contained in or incorporated by reference in this proxy statement, including the annexes. You should also determine whether you hold your shares of our common stock directly in your name as a registered stockholder (which would mean that you are a “stockholder of record”) or through a broker, bank or other nominee, because this will determine the procedure that you must follow in order to vote. You are a registered holder of our common stock if you hold your Epoch common stock as a stockholder of record in certificate form or if you hold your Epoch common stock in your name directly with our transfer agent, Continental Stock Transfer & Trust Company, which includes shares acquired and held through our equity incentive plans. If you are a registered holder of our common stock, you may vote in any of the following ways:

Q: If I hold my shares through a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

A: As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares. Because a beneficial owner is not the stockholder of record, you may not vote these shares at the special meeting, unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your shares giving you the right to vote the shares at the special meeting.

If you hold your shares in street name through a broker, bank or other nominee and do not return the voting instruction card, the broker, bank or other nominee will determine if it has the discretionary authority to vote on the particular matter. Under applicable rules, brokers, banks and other nominees have the discretion to vote on routine matters. The proposals in this proxy statement are non-routine matters, and brokers, banks and other nominees cannot vote on these proposals without your instructions. Therefore, it is important that you cast your vote or instruct your broker, bank or nominee on how you wish to vote your shares.

Q: What happens if I return my proxy card but I do not indicate how to vote?

A: If you properly return your proxy card, but do not include instructions on how to vote, your shares of our common stock will be voted “ FOR ” the adoption of the merger agreement, thereby approving the merger, “ FOR ” the approval, on a non-binding, advisory basis, of the compensation proposal, and “ FOR ” the approval of the meeting adjournment proposal. We do not currently intend to present any other proposals for consideration at the special meeting. If other proposals requiring a vote of stockholders are brought before the special meeting in a proper manner, the persons named in the enclosed proxy card, if properly authorized, will have discretion to vote the shares they represent in accordance with their best judgment.

Q: What happens if I abstain from voting on a proposal?

A: If you abstain from voting, it will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement and it will have no effect on the meeting adjournment proposal or on the compensation proposal.

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Q: May I change my vote after I have mailed my signed proxy card or otherwise submitted my vote?

A: Yes. Even if you sign the proxy card or voting instruction card in the form accompanying this proxy statement, vote by telephone or vote via the Internet, you retain the power to revoke your proxy or change your vote. You can revoke your proxy or change your vote at any time before it is exercised by giving written notice to our Corporate Secretary at Epoch Holding Corporation, 399 Park Avenue, New York, New York 10022, Attn: Corporate Secretary, specifying such revocation. You may also change your vote by timely delivery of a valid, later-dated proxy or a later-dated vote by telephone or via the Internet, or by voting at the special meeting.

Q: What does it mean if I receive more than one set of materials?

A: This means you own shares of our common stock that are registered under different names. For example, you may own some shares directly as a stockholder of record and other shares through a broker or you may own shares through more than one broker. In these situations, you will receive multiple sets of proxy materials. You must complete, sign, date and return all of the proxy cards or follow the instructions for any alternative voting procedure on each of the proxy cards that you receive in order to vote all of the shares you own. Each proxy card you receive comes with its own prepaid return envelope; if you vote by mail, make sure you return each proxy card in the return envelope that accompanies that proxy card.

Q: When do you expect the merger to be completed?

A: The parties to the merger agreement are working toward completing the merger as promptly as possible. The parties currently expect to complete the merger in the first half of 2013, although there can be no assurance that the parties will be able to do so. Completion of the merger is subject to a number of conditions specified in the merger agreement.

Q: If the merger is completed, how will I receive the cash for my shares?

A: If the merger is completed and your shares of our common stock are held in “street name,” the cash proceeds will be deposited into your bank or brokerage account without any further action on your part. If you are a stockholder of record with your shares held in certificate form, you will receive a letter of transmittal with instructions on how to send your shares of our common stock to the paying agent in connection with the merger. The paying agent will issue and deliver to you a check for your shares after you comply with these instructions.

Q: Is the merger taxable to me?

A: The exchange of shares of our common stock for cash pursuant to the merger will generally be a taxable transaction to “U.S. holders” (as defined below in “Proposal 1: Adoption of the Merger Agreement—Material U.S. Federal Income Tax Consequences”) of our common stock for U.S. federal income tax purposes, and may also be a taxable transaction under applicable state, local and/or foreign income or other tax laws. In general, for U.S. federal income tax purposes, a U.S. holder who exchanges shares of our common stock for cash in the merger will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and such U.S. holder’s adjusted tax basis in the shares of our common stock surrendered.

You should read “Proposal 1: Adoption of the Merger Agreement—Material U.S. Federal Income Tax Consequences” beginning on page 46 of this proxy statement for a more complete discussion of the U.S. federal income tax consequences of the merger to you. Because individual circumstances may differ, we recommend that you consult your tax advisor to determine the particular U.S. federal, state, local, and/or foreign tax consequences of the merger to you.

Q: What happens if the merger is not completed?

A: If the merger agreement is not adopted by the stockholders or if the merger is not completed for any other reason, stockholders will not receive any payment for their shares of our common stock in connection with the merger. Instead, our common stock will continue to be listed and traded on NASDAQ. We may be required to pay a termination fee as described under “Terms of the Merger Agreement—Termination Fee; Effect of Termination; Expenses” beginning on page 64 of this proxy statement.

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Q: Am I entitled to exercise appraisal rights instead of receiving the merger consideration for my shares?

A: Yes. As a holder of shares of our common stock, you are entitled to appraisal rights under Delaware law in connection with the merger if you meet certain conditions, which conditions are described in this proxy statement under the section entitled “Proposal 1: Adoption of the Merger Agreement—Appraisal Rights” beginning on page 48 of this proxy statement.

Q: Who will count the votes?

A: The votes will be counted by the inspector of election appointed for the special meeting.

Q: Where can I find the voting results of the special meeting?

A: Epoch intends to announce preliminary voting results at the special meeting and publish final results in a Current Report on Form 8-K that will be filed with the SEC following the special meeting. All reports Epoch files with the SEC are publicly available when filed. See “Where Stockholders Can Find More Information” beginning on page 71 of this proxy statement.

Q: Who can help answer my questions?

A: If you would like additional copies, without charge, of this proxy statement or if you have questions about the merger agreement or the merger, including the procedures for voting your shares, you should contact Morrow & Co., LLC, our proxy solicitation firm, toll free at (800) 278-2141 or collect at (203) 658-9400, or write to the following address:

Morrow & Co., LLC

470 West Avenue

Stamford, CT 06902

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This proxy statement contains certain “forward-looking” statements as that term is defined by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “should,” “plans,” “targets” and/or similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about Epoch and may include projections of Epoch’s future financial performance based on Epoch’s anticipated growth strategies and trends in Epoch’s business.

These statements are only predictions based on Epoch’s current expectations and projections about future events. There are important factors that could cause Epoch’s actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements.

Forward-looking statements include, but are not limited to, statements regarding:

There can be no assurance that the proposed transaction will in fact be consummated.

These risks and uncertainties are not exhaustive. Additional information about the material factors or assumptions underlying such forward-looking statements may be found under Item 1.A in Epoch’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012 and Item 1.A in Epoch’s most recent Quarterly Report on Form 10-Q for the quarter ended December 31, 2012. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Epoch or any other person acting on its behalf are expressly qualified in their entirety by the cautionary statements referenced above. Neither Epoch nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements speak only as of the date of this communication. Epoch is not under any duty to update or revise any of these forward-looking statements for any reason, even if new information becomes available or other events occur in the future, except as may be required by law.

All information contained in this proxy statement concerning TD, Merger Sub and their affiliates has been supplied by TD and has not been independently verified by us.

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PARTIES INVOLVED IN THE MERGER

Epoch Holding Corporation

399 Park Avenue

New York, New York 10022

Telephone: (212) 303-7200

Epoch Holding Corporation, a Delaware corporation, is a holding company headquartered in New York, New York whose sole line of business is investment advisory and investment management services. Epoch’s operations are conducted through its wholly owned subsidiary, Epoch Investment Partners, Inc. EIP is a registered investment adviser under the Investment Advisers Act of 1940, as amended, serving institutional, sub-advisory and high net worth clients worldwide. As of December 31, 2012, EIP’s assets under management were approximately $24.5 billion.

Epoch common stock is currently listed on NASDAQ under the symbol “EPHC.” Detailed descriptions about Epoch’s business and financial results are contained in its Annual Report on Form 10-K for the fiscal year ended June 30, 2012, which is incorporated in this proxy statement by reference. See “Where Stockholders Can Find More Information” beginning on page 71 of this proxy statement.

The Toronto-Dominion Bank

P.O. Box 1

Toronto-Dominion Centre

King Street W. and Bay Street

Toronto, Ontario, Canada M5K 1A2

Telephone: (888) 751-9000

The Toronto-Dominion Bank is a Canadian chartered bank. TD and its subsidiaries are collectively known as TD Bank Group. TD Bank Group is the sixth largest bank in North America by branches and serves approximately 22 million customers in four key businesses operating in a number of locations in key financial centers around the globe: Canadian Personal and Commercial Banking; Wealth and Insurance; U.S. Personal and Commercial Banking; and Wholesale Banking. TD Bank Group also ranks among the world’s leading online financial services firms, with more than 8.5 million online customers. TD Bank Group had approximately CDN$811 billion in assets on October 31, 2012. TD trades under the symbol “TD” on the Toronto and New York Stock Exchanges.

Empire Merger Sub, Inc.

c/o The Toronto-Dominion Bank

P.O. Box 1

Toronto-Dominion Centre

King Street W. and Bay Street

Toronto, Ontario, Canada M5K 1A2

Telephone: (888) 751-9000

Empire Merger Sub, Inc. is a Delaware corporation and wholly owned subsidiary of TD formed for the purpose of effecting the merger. Merger Sub has not engaged in any business except activities incidental to its formation and in connection with the transactions contemplated by the merger agreement.

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THE SPECIAL MEETING

General

The enclosed proxy is solicited on behalf of our board of directors for use at a special meeting of stockholders to be held on Tuesday, March 26, 2013, at 10:00 a.m., local time, at Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036, or at any adjournments or postponements of the special meeting, for the purposes set forth in this proxy statement and in the accompanying notice of special meeting. We intend to mail this proxy statement and the accompanying proxy card on or about February 25, 2013 to all stockholders entitled to vote at the special meeting.

At the special meeting, stockholders will be asked to consider and vote upon proposals to:

Recommendations of Our Board of Directors

The Epoch board of directors, after considering various factors, determined that the merger agreement and transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of Epoch and its stockholders and approved the merger agreement and the transactions contemplated thereby, including the merger. Certain factors considered by the Epoch board of directors in reaching its decision to approve the merger agreement and the merger can be found in the section entitled “Proposal 1: Adoption of the Merger Agreement—Reasons for the Merger” beginning on page 28 of this proxy statement.

Record Date and Voting Information

Holders of record of our common stock at the close of business on February 8, 2013, the record date for the special meeting, are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements thereof. At the close of business on the record date, 23,868,559 shares of our common stock were outstanding and entitled to vote. A list of stockholders will be available for review at our executive offices located at 399 Park Avenue, New York, New York 10022 during ordinary business hours from March 15, 2013 through and including the date of the special meeting and will be available for review at the special meeting or any adjournment or postponement thereof. Each holder of record of our common stock on the record date will be entitled to one vote for each share held as of the record date on each matter submitted to stockholders for approval at the special meeting. If you sell or transfer your shares of our common stock after the record date but before the special meeting, you will transfer the right to receive the per share merger consideration, if the merger is completed, to the person to whom you sell or transfer your shares of our common stock, but you will retain your right to vote these shares at the special meeting.

All votes will be tabulated by the inspector of election appointed for the special meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. Brokers, banks or other nominees who hold shares in “street name” for clients typically have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. Absent specific instructions from the beneficial owner of the shares, however, brokers, banks or other nominees are not allowed to exercise their voting discretion with respect to the approval of non-routine matters, such as adoption of the merger agreement. Proxies submitted without a vote by brokers, banks or other nominees on these matters are referred to as “broker non-votes” and are discussed in greater detail below.

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Quorum

The presence at the special meeting, in person or by proxy, of the holders of a majority of the outstanding shares of stock entitled to vote at any meeting of Epoch stockholders shall constitute a quorum for the transaction of any business at such meeting. When a quorum is once present to organize a meeting of Epoch stockholders, it is not broken by the subsequent withdrawal of any Epoch stockholders. Abstentions and broker non-votes are considered as present for the purpose of determining the presence of a quorum.

Required Vote; Effect of Abstentions and Broker Non-Votes

Adoption of the merger agreement requires the affirmative vote of a majority of the outstanding shares of Epoch common stock. Approval of the meeting adjournment proposal and the compensation proposal require the affirmative vote of a majority of the votes cast at the special meeting by the holders of shares represented in person or by proxy and entitled to vote on the proposal.

Abstentions and broker non-votes will be counted as present in determining whether the quorum requirement is satisfied. A broker non-vote occurs when a bank or broker holding shares of a beneficial stockholder does not vote on a particular proposal because it has not received instructions from the beneficial stockholder and the bank or broker does not have discretionary voting power for that particular item. Because under the General Corporation Law of the State of Delaware, which we refer to as the “DGCL,” the adoption of the merger agreement requires the affirmative vote of a majority of the outstanding shares of Epoch common stock, abstentions and broker non-votes will have the same effect as a vote “ AGAINST ” adoption of the merger agreement. Abstentions and broker non-votes will have no effect on the meeting adjournment proposal or on the compensation proposal.

If the special meeting is adjourned or postponed for any reason, and the record date remains unchanged, at any subsequent reconvening of the special meeting, all proxies will be voted in the same manner as they would have been voted at the original convening of the meeting, except for any proxies that have been revoked or withdrawn.

Voting by Stockholders

After carefully reading and considering the information contained in this proxy statement, each stockholder of record of our common stock should vote by telephone, via the Internet, by mail or by attending the special meeting and voting by ballot, according to the instructions described below. The Internet and telephone voting procedures are designed to authenticate stockholders by use of a control number and to allow you to confirm that your instructions have been properly recorded. If you vote by telephone or via the Internet, you do not need to return your proxy card.

Voting Methods

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If your shares are held in “street name” through a broker, bank or other nominee, you have the right to direct your broker, bank or other nominee on how to vote your shares. Because a beneficial owner is not the stockholder of record, you may not vote these shares at the special meeting, unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your shares giving you the right to vote the shares at the special meeting.

Proxies received at any time before the special meeting and not revoked or superseded before being voted will be voted at the special meeting. If the proxy indicates a specification, it will be voted in accordance with the specification. If no specification is indicated, the proxy will be voted “ FOR ” the adoption of the merger agreement, “ FOR ” the approval, on a non-binding, advisory basis, of the compensation proposal, and “ FOR ” the approval of the meeting adjournment proposal. A properly executed proxy gives the persons named as proxies on the proxy card authority to vote in their discretion with respect to any other business that may properly come before the meeting or any adjournment or postponement of the meeting.

Please do not send in stock certificates at this time. If the merger is completed, you will receive instructions regarding the procedures for exchanging your existing Epoch stock certificates for the payment of the merger consideration.

Revocation of Proxies

Epoch stockholders retain the power to revoke their proxy or change their vote, even if they sign the proxy card or voting instruction card in the form accompanying this proxy statement, vote by telephone or vote via the Internet. Epoch stockholders can revoke their proxy or change their vote at any time before it is exercised by giving written notice to our Corporate Secretary at Epoch Holding Corporation, 399 Park Avenue, New York, New York 10022, Attn: Corporate Secretary, specifying such revocation. Epoch stockholders may also change their vote by timely delivery of a valid, later-dated proxy or a later-dated vote by telephone or via the Internet, or at the special meeting.

Voting by Epoch’s Directors and Executive Officers

In connection with the execution of the merger agreement, TD and Merger Sub entered into voting agreements with certain of Epoch’s directors and certain members of Epoch’s senior management and the trustees of certain trusts for their benefit holding as of the date of the merger agreement in the aggregate approximately 28% of the outstanding shares of Epoch common stock. Pursuant to the terms of the voting agreements, the stockholders have agreed in their capacities as Epoch stockholders, among other things: (i) to vote their shares in favor of the adoption of the merger agreement and against any alternative proposal; and (ii) not to transfer any shares of Epoch common stock subject to the voting agreements, subject to certain exceptions, including transfers of Epoch common stock by such stockholders to family members, trusts and charitable organizations.

Following execution of the voting agreements, Jeffrey L. Berenson, a non-employee director of Epoch, sold 400,000 shares of Epoch common stock on December 10, 2012 and 200,000 shares of Epoch common stock on December 11, 2012. Such sales were effected for tax and estate planning purposes as permitted by Mr. Berenson’s voting agreement. Following all such transfers, the shares subject to voting agreements represent approximately 26% of the outstanding shares of Epoch common stock as of the date of this proxy statement. In addition, for estate planning purposes, certain other parties to the voting agreements transferred shares of Epoch common stock to certain family members, trusts and charitable organizations, each of which became subject to the obligations of the voting agreements upon receipt of the shares of Epoch common stock.

Expenses of Proxy Solicitation

This proxy statement is being furnished in connection with the solicitation of proxies by our board of directors. Expenses incurred in connection with printing and mailing of this proxy statement and in connection with notices or other filings with any governmental entities under any laws shall be shared equally by TD and Epoch. We have engaged the services of Morrow & Co., LLC to solicit proxies for the special meeting. In

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connection with its retention by us, Morrow & Co., LLC has agreed to provide consulting and analytic services and to assist in the solicitation of proxies, primarily from banks, brokers, institutional investors and individual stockholders. We have agreed to pay Morrow & Co., LLC a fee of $10,000 plus reasonable out-of-pocket expenses for its services. Copies of solicitation materials will also be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of our common stock beneficially owned by others to forward to these beneficial owners. We may reimburse persons representing beneficial owners of our common stock for their costs of forwarding solicitation materials to the beneficial owners. In addition to the solicitation of proxies by mail, solicitation may be made personally, by telephone and by fax, and we may pay persons holding shares for others their expenses for sending proxy materials to their principals. In addition to solicitation by the use of the mails, proxies may be solicited by our directors, officers and employees in person or by telephone, e-mail or other means of communication. No additional compensation will be paid to our directors, officers or employees for their services.

Householding

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single annual report or proxy statement, as applicable, addressed to those stockholders. This process, commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. Epoch and some brokers may be householding Epoch’s proxy materials by delivering a single set of proxy materials to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or Epoch that your broker or Epoch will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent under Section 233 of the DGCL. If at any time you no longer wish to participate in householding, and would prefer to receive a separate proxy statement and annual report, or if you are receiving multiple copies of the proxy statement and annual report and wish to receive only one, please notify your broker if your shares are held in a brokerage account or Epoch if you are a stockholder of record. You can notify Epoch by sending a written request to our Corporate Secretary at Epoch Holding Corporation, 399 Park Avenue, New York, New York 10022, or by calling our Corporate Secretary at (212) 303-7200. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the annual report and proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered.

Adjournments and Postponements

Although an adjournment of the special meeting is not expected to be required, if the meeting adjournment proposal is approved, the special meeting may be adjourned for the purpose of soliciting additional proxies to approve the proposal to adopt the merger agreement. If a quorum exists, then the chairman or a vote by a majority of the shares casting votes, excluding abstentions, at the special meeting may adjourn the meeting. Alternatively, if no quorum exists, the holders of a majority of the shares of stock present in person or represented by proxy at the special meeting may adjourn the meeting.

Any adjournment may be made without notice, other than by an announcement made at the special meeting, unless the adjournment is for more than 30 days or a new record date is fixed for the adjourned meeting. Any adjournment of the special meeting for the purpose of soliciting additional proxies will allow our stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned.

At any time prior to convening the special meeting, our board of directors may postpone the special meeting for any reason without the approval of our stockholders. If postponed, we will provide at least 10 days’ notice of the new meeting date. Although it is not currently expected, our board of directors may postpone the special meeting for the purposes of soliciting additional proxies if it concludes that by the meeting date it is reasonably likely that we will not have received sufficient proxies to constitute a quorum or sufficient votes to approve the proposal to adopt the merger agreement. Similar to adjournments, any postponement of the special meeting for

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the purpose of soliciting additional proxies will allow stockholders who have already sent in their proxies to revoke them at any time prior to their use. If the special meeting is adjourned or postponed and the record date remains unchanged, unrevoked proxies will continue to be effective for purposes of voting on the new meeting date.

Attending the Special Meeting

In order to attend the special meeting in person, you must be any of the following: a stockholder of record on the record date, a beneficial owner (and have your account statement evidencing your beneficial ownership of Epoch common stock as of the record date), a holder of a valid proxy from a stockholder of record, or an invited guest of Epoch. You will be asked to provide photo identification at the registration desk on the day of the special meeting or any adjournment or postponement of the special meeting.

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