Epoch Investment Partners Inc

Item 5: Fees and Compensation
TD Epoch offers its investment advisory services for a percentage of assets under management
and/or a performance-based fee. In addition to these fees, clients generally pay other fees and
expenses in connection with our advisory services. Such expenses may include custodian fees or
mutual fund expenses, brokerage and other transaction costs which are not paid to TD Epoch. In
addition, investors in our Private Funds and UCITS incur certain fund expenses including the
expenses of the funds’ administrator and other fund service providers. The offering documents
provide a more complete description of the fund's expenses. Please see the section entitled Brokerage
Practices for further information. Fees are payable quarterly in arrears or as otherwise agreed to by
contract. We do not generally deduct fees from client separately managed accounts. Upon
termination, a client will receive an invoice for any portion of the management fees outstanding and
unpaid for the period up to the date of termination.

Fee and expense information regarding pooled investment vehicles, including any of the Private
Funds and UCITS, are provided in each pooled vehicle’s offering documents. Prospective investors
should refer to these documents for a full explanation of the fees and expenses to be incurred.

The fees that TD Epoch receives from the sponsors of wrap programs may differ from the fees set
forth below. Minimum account sizes, fees and fee structure and other conditions may be waived or
modified in the future, and have been waived or modified in the past, at our discretion.

Our standard fee schedules1 are as follows:

    U.S. All Cap Value: (Minimum $25 million separate account)
    Assets Under Management                         Fee
    First $25 million                               0.85%
    Next $25 million                                0.70%
    Next $50 million                                0.60%
    Over $100 million                               0.55%

    U.S. Value: (Minimum $25 million separate account)
    Assets Under Management                         Fee
    First $25 million                               0.70%
    Next $25 million                                0.60%
    Next $50 million                                0.50%
    Over $100 million                               0.45%

    U.S. Equity Shareholder Yield: (Minimum $25 million separate account)
    Assets Under Management                        Fee
    First $50 million                              0.60%
    Next $50 million                               0.50%
    Over $100 million                              0.40%

    Some strategies listed in this section are currently only available through investment in the Private Funds, CITS or
    UCITS. The offering documents for those funds contain information about strategies, risks, and fees

Epoch Investment Partners
                                                                                 Part 2A of Form ADV

 U.S. Quality Capital Reinvestment: (Minimum $25 million separate account)
 Assets Under Management                        FEE
 First $50 million                              0.55%
 Next $50 million                               0.45%
 Over $100 million                              0.40%

 U.S. Choice: (Minimum $25 million separate account)
 Assets Under Management                         FEE
 First $50 million                               0.65%
 Next $50 million                                0.55%
 Over $100 million                               0.45%

 Global Equity Shareholder Yield: (Minimum $50 million separate account)
 Assets Under Management                       FEE
 First $50 million                             0.70%
 Next $50 million                              0.60%
 Over $100 million                             0.50%

 Global Choice: (Minimum $50 million separate account)
 Assets Under Management                         FEE
 First $50 million                               0.85%
 Next $50 million                                0.75%
 Over $100 million                               0.65%

 Global Quality Capital Reinvestment: (Minimum $25 million separate account)
 Assets Under Management                        FEE
 First $50 million                              0.60%
 Next $50 million                               0.50%
 Over $100 million                              0.40%

 Non-U.S. Quality Capital Reinvestment: (Minimum $25 million separate account)
 Assets Under Management                       FEE
 First $50 million                             0.60%
 Next $50 million                              0.50%
 Over $100 million                             0.40%

 Non-U.S. Equity Choice: (Minimum $50 million separate account)
 Assets Under Management                        FEE
 First $50 million                              0.70%
 Next $50 million                               0.60%
 Over $100 million                              0.50%

 TD Global Equity Focused: (Minimum $50 million separate account)
 Assets Under Management                       FEE
 First $20 million                             0.70%
 Next $80 million                              0.65%
 Over $100 million                             0.55%

Epoch Investment Partners
                                                                                  Part 2A of Form ADV

 TD US Equity Focused: (Minimum $25 million separate account)
 Assets Under Management                       FEE
 First $20 million                             0.55%
 Next $80 million                              0.45%
 Over $100 million                             0.40%

 TD US Dividend Growth: (Minimum $25 million separate account)
 Assets Under Management                      FEE
 First $20 million                            0.50%
 Next $80 million                             0.46%
 Over $100 million                            0.41%
...

Item 7: Types of Clients
TD Epoch provides investment advisory services to clients, including but not limited to:

•   Corporations and other institutions
•   Pension and profit-sharing plans
•   Endowments and charitable organizations
•   Foundations
•   Sub-advisory relationships which include SEC registered funds, and collective investment funds
    offered outside of the U.S.
•   UCITS
•   Privately offered funds

Client accounts are managed by strategy in accordance with investment objectives, guidelines and
restrictions selected by the client or in accordance with the offering documents of funds that TD
Epoch manages. TD Epoch’s minimum account size for equity separately managed accounts ranges
from $25 million to $50 million depending on the strategy. Accounts managed in our fixed income
model portfolios begin at a minimum investment of $100,000. Account minimums in either equity
or fixed income strategies may be waived in our sole discretion.

Mutual funds sub-advised by TD Epoch may impose minimum initial investment and subsequent
investment amounts as stated in their offering documents. The pooled vehicles that we sub-advise
may impose minimum initial and subsequent investment amounts as stated in their offering
documents.

Epoch Investment Partners
                                                                                    Part 2A of Form ADV