• Transaction marks major milestone in TD’s North American Wealth strategy
• TD adds US$25.9 billion in assets under management, gains Epoch’s U.S. and global equities expertise and
  capabilities

TORONTO, March 27, 2013 /PRNewswire/ – TD Bank Group (TSX: TD) (NYSE: TD) today
completed the previously announced acquisition of Epoch Holding
Corporation (NASDAQ: EPHC) and its wholly-owned subsidiary Epoch
Investment Partners, Inc., significantly expanding TD’s North American
investment management footprint and strengthening Epoch’s existing
franchise and competitive advantage.

“We are very pleased to successfully complete this transaction,” said
Mike Pedersen, Group Head, Wealth Management, Insurance and Corporate
Shared Services, TD Bank Group. “The acquisition of Epoch strengthens
our U.S. business and also expands our offering for our institutional
and retail clients in Canada. Their prudent approach to risk management
and commitment to meeting the needs of their clients aligns well with
our business. It’s an excellent opportunity for both firms to build on
our respective strengths and accelerate our growth.”

“We have long been committed to building a world-class asset management
firm, and this transaction adds resources which will enable Epoch to
continue to attract top investment management talent while maintaining
our brand name and operating structure,” said William W. Priest, Chief
Executive Officer, Epoch Investment Partners. “It’s a great outcome for
Epoch clients and employees, and we are very pleased to be joining
forces with TD.”

“TD and Epoch share compatible cultures and complementary investment
disciplines, and we are both focused on providing long-term
risk-adjusted returns. Bringing together TD’s client-centric approach
and Epoch’s expertise in U.S. and global equities will benefit both
organizations in the future,” said Tim Wiggan, Chief Executive Officer
and Senior Vice President, TD Asset Management.

“With this acquisition now complete, we’re confident we can deepen our
market share through our expanded suite of products, and by offering a
legendary client experience to our clients in both Canada and the
U.S.,” added Wiggan.

With this transaction, TD expects to add approximately US$25.9 billion
in assets under management at closing to the CDN$211 billion already under management by TD Asset Management. Epoch will continue to
operate and serve its clients under its current brand name and
operating structure.

Additional Details of the Transaction

The acquisition is expected to have minimal impact on TD’s earnings in
fiscal 2013 and to be accretive in fiscal 2014. At closing, TD’s Basel
III Common Equity Tier 1 ratio is expected to decrease by
approximately 25 basis points on a pro forma basis as at TD’s last
quarter ending January 31, 2013 as a result of the transaction.

About TD Bank Group

The Toronto-Dominion Bank and its subsidiaries are collectively known as
TD Bank Group (TD). TD 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 centres
around the globe: Canadian Personal and Commercial Banking, including
TD Canada Trust and TD Auto Finance Canada; Wealth and Insurance,
including TD Waterhouse, an investment in TD Ameritrade, and TD
Insurance; U.S. Personal and Commercial Banking, including TD Bank,
America’s Most Convenient Bank, and TD Auto Finance U.S.; and Wholesale
Banking, including TD Securities. TD also ranks among the world’s
leading online financial services firms, with more than 9 million
online customers. TD had CDN$818 billion in assets on January 31, 2013.

Caution Regarding Forward Looking Information, and Other Matters

From time to time, TD makes written and/or oral forward-looking
statements, including in this press release, in other filings with
Canadian regulators or the U.S. Securities and Exchange Commission, and
in other communications. In addition, representatives of TD may make
forward-looking statements orally to analysts, investors, the media and
others. All such statements are made pursuant to the “safe harbour”
provisions of, and are intended to be forward-looking statements under,
applicable Canadian and U.S. securities legislation, including the U.S.
Private Securities Litigation Reform Act of 1995. Forward- looking
statements include, but are not limited to, statements regarding TD’s
objectives and priorities for 2013 and beyond and strategies to achieve
them, and TD’s anticipated financial performance. Forward-looking
statements are typically identified by words such as “will”, “should”,
“believe”, “expect”, “anticipate”, “intend”, “estimate”, “plan”, “may”,
and “could”.

By their very nature, these statements require TD to make assumptions
and are subject to inherent risks and uncertainties, general and
specific. Especially in light of the uncertainty related to the
financial, economic, political and regulatory environments, such risks
and uncertainties – many of which are beyond TD’s control and the
effects of which can be difficult to predict – may cause actual results
to differ materially from the expectations expressed in the
forward-looking statements. Risk factors that could cause such
differences include: credit, market (including equity, commodity,
foreign exchange, and interest rate), liquidity, operational (including
technology), reputational, insurance, strategic, regulatory, legal,
environmental, capital adequacy and other risks, all of which are
discussed in TD’s 2012 Management’s Discussion and Analysis (“MD&A”).

With regard to TD’s acquisition of Epoch, there can be no assurance that
TD will realize the anticipated benefits or results of the acquisition
due to a variety of factors, including: difficulties or delays in
integrating Epoch or higher than anticipated integration costs; lower
than anticipated assets under management, inability to maintain
significant advisory relationships, lower than anticipated margins, and
lower than anticipated new client account origination.

We caution that the preceding list is not exhaustive of all possible
risk factors and other factors could also adversely affect TD’s
results. For additional information, please see the “Risk Factors and
Management” section of the 2012 MD&A. TD’s material general economic
assumptions are set out in TD’s 2012 MD&A under the heading “Economic
Summary and Outlook” and for each of the business segments under the
heading “Business Outlook and Focus for 2013”.

All such factors should be considered carefully, as well as other
uncertainties and potential events, and the inherent uncertainty of
forward-looking statements, when making decisions with respect to TD
and we caution readers not to place undue reliance on TD’s
forward-looking statements.

Any forward-looking statements contained in this press release represent
the views of management only as of the date hereof and are presented
for the purpose of assisting TD’s shareholders and analysts in
understanding TD’s financial position, objectives and priorities and
anticipated financial performance as at and for the periods ended on
the dates presented, and may not be appropriate for other purposes. TD
does not undertake to update any forward-looking statements, whether
written or oral, that may be made from time to time by or on its
behalf, except as required under applicable securities legislation.

SOURCE TD Bank Group