EPHC Epoch Holding Corp. (MM)

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1, filed by Epoch Holding Corporation, a Delaware corporation (the “Registrant”), relates to Registration Statement 333-121457 filed by the Registrant with the Securities and Exchange Commission on December 20, 2004, registering 3,000,000 shares of common stock, par value $0.01 per share (“Common Stock”), of the Registrant relating to the Epoch Holding Corporation 2004 Omnibus Long-Term Incentive Compensation Plan (the “Registration Statement”) (note that the preceding share number listed does not take into account corporate actions, such as stock splits, taken in the interim).

Effective as of March 27, 2013 (the “Effective Time”), pursuant to the Agreement and Plan of Merger, dated as of December 6, 2012, by and between The Toronto-Dominion Bank, a Canadian-chartered bank (“TD”), Empire Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of TD (“Merger Sub”), and the Registrant, Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant surviving the Merger as the surviving corporation. In connection with the Merger, all issued and outstanding Common Stock, other than certain excluded shares, converted into the right to receive cash. As a result of the Merger, the offerings under the Registration Statement have been terminated. In accordance with the undertakings made by the Registrant to remove from registration, by means of a post-effective amendment, any of the securities under the Registration Statement which remain unsold at the termination of the offerings, the Registrant hereby removes from registration all securities registered under the Registration Statement which remained unsold as of the Effective Time, if any.