10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2009

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from  to 

Commission File Number: 1-9728

 

EPOCH HOLDING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	20-1938886
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

640 Fifth Avenue, New York, NY 10019

(Address of Principal Executive Offices)

(212) 303-7200

(Registrant's Telephone Number, Including Area Code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer x	Non-accelerated filer o (Do not Check if Smaller Reporting Company)	Smaller reporting company o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of November 3, 2009, there were 22,173,769 shares of the registrant’s common stock, $.01 par value per share, issued and outstanding.

EPOCH HOLDING CORPORATION AND SUBSIDIARIES
  
QUARTERLY REPORT ON FORM 10-Q
FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 2009

TABLE OF CONTENTS

Form 10-Q Item No.	Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.		1
Condensed Consolidated Balance Sheets — September 30, 2009 (Unaudited) and June 30, 2009		1
Condensed Consolidated Statements of Operations (Unaudited) — Three Months Ended September 30, 2009 and 2008		2
Condensed Consolidated Statements of Changes in Stockholders' Equity — For the Year Ended June 30, 2009 and Three Months Ended September 30, 2009 (Unaudited)		3
Condensed Consolidated Statements of Cash Flows (Unaudited) — Three Months Ended September 30, 2009 and 2008		4
Notes to Condensed Consolidated Financial Statements (Unaudited)		5 – 13
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.		14 – 28
Item 3. Quantitative and Qualitative Disclosures About Market Risk.		29 – 30
Item 4. Controls and Procedures.		30 – 31
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.		32
Item 1A. Risk Factors.		32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		32
Item 5. Other Information.		32
Item 6. Exhibits.		33
Signature		34

Items other than those listed above have been omitted because they are not applicable.

i

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

EPOCH HOLDING CORPORATION AND SUBSIDIARIES
  
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)

	September 30, 2009			June 30, 2009
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	38,016		$	37,055
Accounts receivable		9,007			7,523
Prepaid and other current assets		1,464			1,574
Total current assets		48,487			46,152
Property and equipment, net of accumulated depreciation of $2,014 and $1,803, respectively		1,139			1,275
Security deposits		1,301			1,119
Deferred income taxes, net		3,164			3,209
Held-to-maturity securities, at amortized cost (fair value of $2,424) – (Note 5)		2,431			—
Other investments (cost of $3,675 and $3,559, respectively) – (Note 6)		3,715			3,252
Total assets	$	60,237		$	55,007
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	1,186		$	636
Accrued compensation and benefits		5,541			3,573
Income taxes payable		271			46
Total current liabilities		6,998			4,255
Deferred rent		706			728
Subtenant security deposit		235			234
Total liabilities		7,939			5,217
Commitments and contingencies – (Note 7)
Stockholders’ equity:
Common stock		226			225
Additional paid-in capital		52,265			50,848
Retained earnings		2,886			1,256
Accumulated other comprehensive loss		(101	)		(307	)
Treasury stock, at cost – (Note 8)		(2,978	)		(2,232	)
Total stockholders’ equity		52,298			49,790
Total liabilities and stockholders’ equity	$	60,237		$	55,007

 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.

1

EPOCH HOLDING CORPORATION AND SUBSIDIARIES
  
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In Thousands, Except per Share Data)

	Three Months Ended September 30,
	2009		2008
Operating Revenues:
Investment advisory and management fees	$	11,141	$	8,478
Performance fees		276		—
Total operating revenues		11,417		8,478
Operating expenses:
Employee related costs (excluding share-based compensation)		4,516		4,117
Share-based compensation		971		1,330
Occupancy and technology		1,083		879
Professional fees and services		693		719
General and administrative		381		473
Depreciation and amortization		211		106
Total operating expenses		7,855		7,624
Operating income		3,562		854
Other income (loss):
Net realized gains (losses) on other investments		56		(257	)
Interest and other income		252		291
Total other income		308		34
Income before income taxes		3,870		888
Provision for income taxes		1,573		306
Net income	$	2,297	$	582
Earnings per share: – (Note 10)
Basic and Diluted	$	0.10	$	0.03
Weighted average shares outstanding:
Basic		22,196		22,077
Diluted		22,319		22,104
Cash dividends declared per share	$	0.03	$	0.03

 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.

2

EPOCH HOLDING CORPORATION AND SUBSIDIARIES
  
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For the Three Months Ended September 30, 2009 and Year Ended June 30, 2009
(Dollars and Shares in Thousands)

	Preferred Stock Series A Convertible						Common Stock					Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock						Total Stockholders’ Equity
	Shares			Amount			Shares			Amount											Shares			Amount
Balances at June 30, 2008		10		$	10			20,290		$	203	$	44,745		$	698		$	(228	)		9		$	(83	)	$	45,345
Net income																5,860												5,860
Net unrealized losses on available-for-sale securities, net of tax																			(915	)								(915	)
Reclassification of realized losses included in net income, net of tax																			836									836
Comprehensive income																												5,781
Issuance and forfeitures of restricted common stock								536			5		295			—						—			—			300
Amortization of unearned share-based compensation								—			—		4,196			—						—			—			4,196
Conversion of preferred stock		(10	)		(10	)		1,667			17		(7	)		—			—			—			—			—
Common stock dividends																(5,302	)											(5,302	)
Income tax benefit from dividends paid on unvested shares													112															112
Net sales/purchases of shares for employee withholding								(31	)				(203	)								31			(207	)		(410	)
Repurchase of common shares								(264	)													264			(1,942	)		(1,942	)
Excess income tax benefit from vesting of restricted shares													1,710															1,710
Balances at June 30, 2009		—			—			22,198			225		50,848			1,256			(307	)		304			(2,232	)		49,790
Net income																2,297												2,297
Net unrealized gains on available-for-sale securities, net of tax																			239									239
Reclassification of realized gains included in net income, net of tax																			(33	)								(33	)
Comprehensive income																												2,503
Issuance and forfeitures of restricted common stock								52			1		3															4
Amortization of unearned share-based compensation													967															967
Common stock dividends																(667	)											(667	)
Income tax benefit from dividends paid on unvested shares													13															13
Net sales/purchases of shares for employee withholding								7					2									(7	)		(10	)		(8	)
Repurchase of common shares								(82	)													82			(736	)		(736	)
Excess income tax benefit from vesting of restricted shares													432															432
Balances at September 30, 2009		—		$	—			22,175		$	226	$	52,265		$	2,886		$	(101	)		379		$	(2,978	)	$	52,298

 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.

3

EPOCH HOLDING CORPORATION AND SUBSIDIARIES
  
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In Thousands)

	Three Months Ended September 30,
	2009			2008
Cash flows from operating activities:
Net income	$	2,297		$	582
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
Deferred income taxes		(125	)		—
Amortization of bond premiums		3			—
Share-based compensation		971			1,330
Depreciation and amortization		211			106
Net realized (gains)/losses on investments		(56	)		257
Equity in net (income)/loss from limited liability company		(49	)		58
Income tax benefit from vesting of restricted shares		(432	)		(1,513	)
Income tax benefit from payment of dividends on unvested shares		(13	)		(18	)
(Increase)/decrease in operating assets:
Accounts receivable		(1,484	)		190
Prepaid and other current assets		138			(435	)
Increase/(decrease) in operating liabilities:
Accounts payable and accrued liabilities		550			135
Accrued compensation and benefits		1,968			(1,779	)
Income taxes payable		670			(1,141	)
Deferred rent		(22	)		(21	)
Net cash provided by/(used in) operating activities		4,627			(2,249	)
Cash flows from investing activities:
Proceeds from other transactions		—			200
Investments in held-to-maturity securities		(2,434	)		—
Investments in Company-sponsored products and other investments		(10	)		(10	)
Capital expenditures		(75	)		(12	)
Security deposits, net		(181	)		(5	)
Net cash (used in)/provided by investing activities		(2,700	)		173
Cash flows from financing activities:
Cash dividends paid		(667	)		(664	)
Repurchase of common stock		(746	)		(1,125	)
Income tax benefit from vesting of restricted shares		432			1,513
Income tax benefit from payment of dividends on unvested shares		13			18
Net gains (losses)/on sale of shares for employee withholding		2			(67	)
Net cash used in financing activities		(966	)		(325	)
Net increase/(decrease) in cash and cash equivalents during period		961			(2,401	)
Cash and cash equivalents at beginning of period		37,055			37,436
Cash and cash equivalents at end of period	$	38,016		$	35,035
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	658		$	1,653
Supplemental disclosure of non-cash investing activities:
Net change in unrealized gains (losses) on available-for-sale securities, net of tax	$	206		$	(315	)

 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.

4

EPOCH HOLDING CORPORATION AND SUBSIDIARIES
  
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended September 30, 2009 and 2008
(Unaudited)

Note 1 — Organization

Business

Epoch Holding Corporation (“Epoch” or the “Company”), a Delaware corporation, is a holding company whose sole line of business is investment advisory and investment management services. The operations of the Company are conducted through its wholly-owned subsidiary, Epoch Investment Partners, Inc. (“EIP”). EIP is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”). EIP provides investment advisory and investment management services to retirement plans, mutual funds, endowments, foundations and high net worth individuals. Headquartered in New York, NY, the Company’s current product offerings include U.S. All Cap Value, U.S. Value, U.S. Smid (small/mid) Cap Value, U.S. Small Cap Value, U.S. Choice, Global Small Cap Value, Global Absolute Return, Global Choice, Global All Cap, International Small Cap, Balanced, and Global Equity Shareholder Yield.

Business Segments

The Company’s sole line of business is the investment advisory and investment management business. There are no other operating or reportable segments.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The unaudited condensed consolidated financial statements of the Company included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations. The fiscal year-end Condensed Balance Sheet was derived from audited financial statements and, in accordance with interim financial statement standards, does not include all disclosures required by GAAP for annual financial statements.

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial condition and interim results of operations have been made. The results for the interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The Company’s unaudited condensed consolidated financial statements and the related notes should be read together with the consolidated financial statements and the related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2009. Certain reclassifications have been made to prior period condensed consolidated financial statements to conform to the current period presentation.

The following accounting policy was implemented by the Company during the three months ended September 30, 2009. For a complete listing of the Company’s significant accounting policies, please refer to our Annual Report on Form 10-K for the year ended June 30, 2009.

Held-to-Maturity Securities

During the three months ended September 30, 2009, the Company purchased approximately $2.4 million in long-term corporate bonds. Since management has the positive intent and ability to hold these investments until they mature, these investments have been accounted for as held-to-maturity investments. The investments are carried at amortized cost. Premiums and discounts on investments in debt securities are amortized over the contractual lives of these securities. The method of amortization results in a constant effective yield on those securities. Interest on debt securities is recognized in income as earned.

5

EPOCH HOLDING CORPORATION AND SUBSIDIARIES
  
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended September 30, 2009 and 2008
(Unaudited)

Note 2 — Summary of Significant Accounting Policies  – (continued)

Recently Issued Accounting Standards

FASB Codification

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 168, The FASB Accounting Standards Codification^TM and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB Statement No. 162 (“SFAS 168”) (FASB ASC 105-10). SFAS 168 replaces all previously issued accounting standards and establishes the FASB Accounting Standards Codification^TM (“FASB ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. SFAS 168 is effective for all interim and annual periods ending after September 15, 2009. The FASB ASC is not intended to change existing U.S. GAAP. The adoption of this pronouncement only resulted in changes to the Company’s financial statement disclosure references. As such, the adoption of this pronouncement had no effect on the Company’s condensed consolidated financial position, results of operations, or cash flows.

In order to facilitate the transition to the FASB ASC, the Company has elected to show all references to FASB ASC within this report on Form 10-Q along with a parenthetical reference to the previous accounting standard.

Note 3 — Fair Value Measurements

In accordance with FASB ASC 820-10 (SFAS 157, Fair Value Measurements), the Company established a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

• Level 1 — inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.

• Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

• Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement.

An asset or liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

FASB ASC 820-10 allows three types of valuation approaches: a market approach, which uses observable prices and other relevant information that is generated by market transactions involving identical or comparable assets or liabilities; an income approach, which uses valuation techniques to convert future amounts to a single, discounted present value amount; and a cost approach, which is based on the amount that currently would be required to replace the service capacity of an asset.

6

EPOCH HOLDING CORPORATION AND SUBSIDIARIES
  
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended September 30, 2009 and 2008
(Unaudited)

Note 3 — Fair Value Measurements  – (continued)

The following is a description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy.

Other Investments

Other investments consist of investments in Company-sponsored investment vehicles, including mutual funds, an investment product separate account, and a limited liability company.

The investments in the mutual funds and in the separate account are accounted for as available-for-sale investments and valued under the market approach through the use of unadjusted quoted market prices available in an active market and are classified within Level 1 of the valuation hierarchy. The fair market value of these investments at September 30, 2009 was $3.3 million.

The investment in the Epoch Global Absolute Return Fund, LLC is accounted for under the equity method, whereby the Company records its percentage share of realized and unrealized earnings or losses in the Condensed Consolidated Statement of Operations. Accordingly, FASB ASC 820-10 does not apply to this investment. The carrying value of this investment at September 30, 2009 was $0.4 million.

The following table presents, for each of the hierarchy levels previously described, the Company’s assets that are measured at fair value as of September 30, 2009 (in thousands):

	As of September 30, 2009
	Fair Value Measurements		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Other investments:
Available-for-sale	$	3,279	$	3,279	$	—	$	—

At September 30, 2009, the Company did not hold any financial liabilities measured at fair value.

Financial Instruments that Approximate Fair Value:

FASB ASC 825-10 (SFAS 107, Disclosure about Fair Value of Financial Instruments) requires disclosure of estimated fair values of certain financial instruments, both on and off the Condensed Consolidated Balance Sheets. The method and assumptions are as follows:

Cash and Cash Equivalents:

Cash and cash equivalents include cash in checking and money market accounts, as well as highly liquid investments in money market funds consisting of short-term securities of the U.S. government and its agencies. Cash equivalents are stated at cost, which approximates fair value due to their short maturity.

Security Deposits:

Security deposits are funds held in certificates of deposit as required by the lessors of the Company’s leased and sub-leased office premises. These investments mature, and are renewed, in one-year intervals, and accordingly are valued at cost plus accrued interest, which approximates fair value.

Other Financial Instruments:

Accounts receivable, accounts payable and accrued liabilities are stated at cost, which approximates fair value due to their short maturities.

7

EPOCH HOLDING CORPORATION AND SUBSIDIARIES
  
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended September 30, 2009 and 2008
(Unaudited)

Note 4 — Accounts Receivable

The Company’s accounts receivable balances do not include an allowance for doubtful accounts for the periods presented and there have been no bad debt expenses recognized during the three months ended September 30, 2009 and 2008, respectively. Management believes these receivables are fully collectible.

Significant Customers

For the three months ended September 30, 2009, CI Investments Inc. (“CI”), a Canadian-owned investment management company, accounted for approximately 11% of consolidated revenues. The Company’s services and relationship with this client are important to the Company’s ongoing growth strategy, and retention of this client is significant to the ongoing results of operations of the Company.

For the three months ended September 30, 2008, CI accounted for approximately 14% of consolidated revenues.

Note 5 — Held-to-Maturity Securities

The Company’s investment securities classified as held-to-maturity consist of long-term corporate bonds. These investments are carried at amortized cost. Gross unrealized gains and losses, and fair value of these securities at the end of the period are as follows (in thousands):

	Amortized Cost		Gross Unrealized					Fair Value
			Gains		Losses
Held-to-maturity securities	$	2,431	$	—	$	(7	)	$	2,424

The fair value of investments in held-to-maturity securities is valued under the market approach through the use of quoted prices for similar investments in active markets.

The contractual maturities of the investment securities classified as held-to-maturity at September 30, 2009 are as follows:

Contractual Maturities	Amortized Cost		Fair Value
After one year through three years	$	371	$	366
After three years through five years		2,060		2,058
Total held-to-maturity securities	$	2,431	$	2,424

8

EPOCH HOLDING CORPORATION AND SUBSIDIARIES
  
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended September 30, 2009 and 2008
(Unaudited)

Note 6 — Other Investments

The Company’s Other investments at September 30, 2009 and June 30, 2009 are summarized as follows (in thousands):

	September 30, 2009									June 30, 2009
	Cost Basis		Gross Unrealized					Estimated Fair Value		Cost Basis		Gross Unrealized					Estimated Fair Value
			Gains		Losses							Gains		Losses
Available-for-sale securities:
Epoch Global All Cap separate account	$	2,138	$	248	$	(30	)	$	2,356	$	2,072	$	128	$	(142	)	$	2,058
Company-sponsored mutual funds		1,101		65		(243	)		923		1,099		34		(327	)		806
Total available-for-sale securities		3,239		313		(273	)		3,279		3,171		162		(469	)		2,864
Equity method investment:
Epoch Global Absolute Return Fund, LLC		436		—		—			436		388		—		—			388
Total Other Investments	$	3,675	$	313	$	(273	)	$	3,715	$	3,559	$	162	$	(469	)	$	3,252

The unrealized losses for each period presented have been unrealized for twelve months or more. Management has reviewed its investment securities for other-than-temporary impairment in accordance with its accounting policy outlined in Note 2 of the Company’s Annual Report filed on Form 10-K for the year ended June 30, 2009. Based on management’s assessment, the Company does not believe that the declines are other-than-temporary for all periods presented. The gross unrealized losses from available-for-sale securities were primarily caused by overall weakness in the financial markets and world economy. The securities are expected to recover their value over time, and management has the intent and ability to hold these investments until such recovery occurs.

Proceeds as well as realized gains and losses recognized from investments classified as available-for-sale are as follows: (in thousands):

	For the Three Months Ended September 30,
	2009							2008
	Proceeds		Gross Realized					Proceeds		Gross Realized
			Gains		Losses					Gains		Losses
Investments:
Available-for-sale securities:
Epoch Global All Cap separate account	$	953	$	125	$	(71	)	$	932	$	—	$	(257	)

There were no gross realized gains or losses from Company-sponsored mutual funds for the periods presented.

Realized gains and losses from available-for-sale securities are included in Other income in the Condensed Consolidated Statements of Operations using the specific identification method.

9

EPOCH HOLDING CORPORATION AND SUBSIDIARIES
  
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended September 30, 2009 and 2008
(Unaudited)

Note 7 — Commitments and Contingencies

Employment Agreements

The Company entered into a three-year employment agreement with its Chief Executive Officer in November 2007, effective January 1, 2008. The agreement calls for a base annual salary of $350 thousand and bonus compensation in accordance with the Company’s bonus and incentive compensation plans. The agreement also calls for certain payments in the event of termination. The payments could vary depending on the cause of termination and whether or not the Board of Directors elects to enforce a non-compete agreement. The agreement was reviewed and approved by the Company’s Compensation Committee and the Board of Directors.

There are no employment contracts with any other employees or officers of the Company. There are written agreements with certain employees, which provide for sales commissions or bonuses, subject to the attainment of certain performance criteria or continuation of employment. Such commitments under the various agreements total approximately $0.7 million at September 30, 2009. Of this amount, approximately $0.3 million is included in accrued compensation and benefits in the Condensed Consolidated Balance Sheet at September 30, 2009. An additional $0.1 million will be accrued during the remainder of the fiscal year ending June 30, 2010 and shortly thereafter. Approximately $0.3 million represents restricted stock awards to be issued during the remainder of the fiscal year ending June 30, 2010 and shortly thereafter.

Legal Matters

From time to time, the Company or its subsidiaries may become parties to claims, legal actions and complaints arising in the ordinary course of business. Management is not aware of any claims which would have a material adverse effect on its condensed consolidated financial position, results of operations, or cash flows.

Note 8 — Treasury Stock

Common Stock Repurchase Plan

On June 24, 2008, the Company’s Board of Directors approved the repurchase of up to a maximum of 250,000 shares, or just over 1%, of the Company’s then fully diluted outstanding Common Stock. The repurchase plan called for the repurchases to be made in the open market and/or in privately negotiated transactions from time to time in compliance with applicable laws, rules and regulations, including Rule 10b-18 under the Securities Exchange Act of 1934, as amended, subject to prevailing market and business conditions. The plan did not obligate the Company to purchase any particular number of shares, and could be suspended or discontinued at any time. The Company completed this repurchase plan by February 2009.

In March 2009, the Company’s Board of Directors authorized the Company to repurchase up to an additional 250,000 shares, pursuant to the same conditions, except the repurchase plan does not contain an expiration date.

During the three months ended September 30, 2009 and 2008, the Company repurchased 81,900 shares and 63,900 shares at a weighted average price of $8.99 and $8.98, respectively. All shares repurchased are shown as Treasury stock at cost, in the Stockholders’ equity section of the Condensed Consolidated Balance Sheet.

Employee Tax Withholding

To satisfy statutory employee tax withholding requirements related to the vesting of common shares, the Company purchases from employees, and then resells in the open market, shares relinquished by employees to satisfy employee tax withholding obligations. At September 30, 2009, there were 24,823 shares at a weighted average cost of $8.75 held to be resold by the Company in the open market. These shares are shown as

10

EPOCH HOLDING CORPORATION AND SUBSIDIARIES
  
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended September 30, 2009 and 2008
(Unaudited)

Note 8 — Treasury Stock  – (continued)

Treasury stock at cost in the Stockholders’ equity section of the Condensed Consolidated Balance Sheets. Any resulting gain or loss on resale is accounted for as an adjustment to Additional paid-in capital.

Note 9 — Share-Based Compensation

The Company granted $0.2 million and $2.3 million in restricted stock awards to employees during the three months ended September 30, 2009 and 2008, respectively. For the three months ended September 30, 2009, a total of 21,538 shares were granted at a weighted average price of $8.93. For the three months ended September 30, 2008, a total of 197,943 shares were granted at a weighted average price of $11.43.

The Company granted $0.4 million in restricted stock awards to non-employee directors during the three months ended September 30, 2009 and 2008, respectively. For the three months ended September 30, 2009, a total of 39,798 shares were granted at a weighted average price of $8.85. For the three months ended September 30, 2008, a total of 38,620 shares were granted at a weighted average price of $9.10.

Employee share-based compensation expense for restricted stock is recognized as follows: 12.5% immediately, and the remaining 87.5% ratably over the three-year vesting period of those awards. Non-employee director awards are recognized over a one-year period. Neither employee nor director share awards are subject to performance-based accelerated vesting.

During the fiscal year ended June 30, 2009 the Company issued nonqualified options to purchase 630,060 shares of common stock to employees of the Company. These stock options vest and are recognized ratably over three years from the grant date and have a term of seven years. The options have an exercise price of $6.17. However, upon vesting, the options are exercisable only if the volume weighted average price of the Company’s common stock equals or exceeds $9.25 for a period of at least 20 trading days. Issuance of these awards will result in total stock compensation expense of approximately $1.1 million over the requisite service period. The fair value of the option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions used:

Expected term (years)		4.0
Expected volatility		50	%
Dividend yield		1.94	%
Risk-free interest rate		1.59	%
Estimated discount due to restriction of exercise		15	%
Forfeiture rate		7.5	%

The expected life and forfeiture rate assumptions are based on the vesting period for each option grant and expected exercise behavior. The assumptions for expected volatility and dividend yield are based on recent historical experience. Risk-free interest rates are set using the grant-date U.S. Treasury yield curves for the same periods as the expected term.

For the three months ended September 30, 2009 and 2008, there were no options issued.

Total unrecognized compensation costs at September 30, 2009, including weighted average recognition period at September 30, 2009 is as follows (in thousands):

Award	Unrecognized Compensation Cost		Weighted Average Recognition Period
Unvested Restricted Stock	$	4,888		1.8 years
Unvested Stock Options	$	823		2.3 years

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EPOCH HOLDING CORPORATION AND SUBSIDIARIES
  
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended September 30, 2009 and 2008
(Unaudited)

Note 10 — Earnings per Share

Basic earnings per share (“EPS”) is computed by dividing net earnings by the weighted average number of common shares outstanding during the period.

Diluted EPS is computed by dividing net earnings, adjusted for the effect of dilutive securities, by the weighted average number of common and common equivalent shares outstanding during the period. The Company uses the treasury stock method to reflect the dilutive effect of unexercised stock options.

The Company had 1,577,173 and 1,035,000 issued and outstanding stock options at September 30, 2009 and 2008, respectively. The calculation of EPS excluded 960,000 of the issued and outstanding stock options for the three months ended September 30, 2009 as the exercise price of those options was higher than the average market price of the common stock for the period. The calculation of EPS excluded 510,000 of the issued and outstanding stock options for the three months ended September 30, 2008, as the exercise price of those options was higher than the average market price of the common stock for the period. The conversion of those particular options, whose exercise price or contingent conversion price was higher than the average market price of the common stock during the respective period, would have an anti-dilutive effect.

The following table presents the computation of basic and diluted EPS for the three months ended September 30, 2009 and 2008, respectively (in thousands, except per share data):

	Three Months Ended September 30,
	2009		2008
Numerator:
Net income available to common stockholders:
Net income	$	2,297	$	582
Denominator:
Weighted average common shares outstanding		22,196		22,077
Net common stock equivalents assuming the exercise of in-the-money stock options		123		27
Weighted average common and common equivalent shares outstanding assuming dilution		22,319		22,104
Basic and diluted earnings per share	$	0.10	$	0.03

Note 11 — Comprehensive Income

A summary of comprehensive income is as follows (in thousands):

	Three Months Ended September 30,
	2009			2008
Net income	$	2,297		$	582
Other comprehensive income:
Change in unrealized gains (losses) on available-for-sale securities, net of taxes		239			(572	)
Reclassification of realized (gains) losses to net income, net of taxes		(33	)		257
Comprehensive income	$	2,503		$	267

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EPOCH HOLDING CORPORATION AND SUBSIDIARIES
  
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended September 30, 2009 and 2008
(Unaudited)

Note 12 — Subsequent Events

For purposes of preparing the accompanying condensed consolidated financial statements and the related notes, the Company evaluated subsequent events through the date the financial statements were first available for issuance on November 6, 2009.

Dividends on Common Stock

On October 9, 2009, the Board of Directors declared a quarterly cash dividend of $0.03 per share, or approximately $665 thousand in total, payable on November 13, 2009 to all shareholders of record at the close of business on October 30, 2009. The Company expects regular quarterly cash dividends going forward to be paid in February, May, August and November of each fiscal year, and anticipates a total annual dividend of $0.12 per common share. However, the actual declaration of future cash dividends, and the establishment of record and payment dates, is subject to determination by the Board of Directors each quarter after its review of the Company’s financial performance, as well as general business conditions, capital requirements, and any contractual, legal and regulatory restrictions. The Company may change its dividend policy at any time.

Strategic Relationship

On July 9, 2009, EIP entered into a strategic relationship with New York Life Investments, whereby the MainStay Group of Funds was to adopt the Company’s current family of mutual funds (the “Epoch Funds”), subject to approval by the shareholders of the Epoch Funds. The proposed transaction was approved by the Board of Directors of the Epoch Funds and subsequently approved by the shareholders of the Epoch funds at a special meeting on October 30, 2009. The transaction is expected to be completed by mid-November 2009. EIP will continue to be responsible for the day-to-day investment management of the funds through a sub-advisory relationship, while MainStay Investments (“MainStay”), the retail distribution arm of New York Life Investments, will be responsible for the distribution and administration of the funds. Each of the Epoch Funds will be co-branded as a “MainStay Epoch” fund. The four existing Epoch Funds currently have approximately $800 million in assets under management.

In addition to the existing sub-advisory relationship between EIP and New York Life Investments as of September 30, 2009, and the adoption of the Epoch Funds indicated above, EIP and New York Life Investments have entered into an arrangement wherein, among other things, EIP and an affiliate of New York Life Investments will establish a distribution and administration relationship with respect to certain separately managed account and unified managed account products, and New York Life Investments agrees to certain minimum sales targets.

*****

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Set forth on the following pages is management’s discussion and analysis of our financial condition and results of operations for the three months ended September 30, 2009 and 2008. Such information should be read in conjunction with our unaudited condensed consolidated financial statements together with the notes to the unaudited condensed consolidated financial statements. When we use the terms the “Company,” “management,” “we,” “us,” and “our,” we mean Epoch Holding Corporation, a Delaware corporation, and its consolidated subsidiaries.

Forward-Looking Statements

Certain information included, or incorporated by reference in this Quarterly Report on Form 10-Q and other materials filed or to be filed by Epoch Holding Corporation (“Epoch” or the “Company”) with the Securities and Exchange Commission (the “SEC”) contain statements that may be considered forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. 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. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about the Company, may include projections of the Company’s future financial performance based on the Company’s anticipated growth strategies and trends in the Company’s business. These statements are only predictions based on the Company’s current expectations and projections about future events. There are important factors that could cause the Company’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. In particular, you should consider the risks and uncertainties outlined in “Factors Which May Affect Future Results.”

These risks and uncertainties are not exhaustive. Other sections of this Quarterly Report on Form 10-Q may include additional factors which could adversely impact the Company’s business and financial performance. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for the Company’s management to predict all risks and uncertainties, nor can the Company’s management assess the impact of all factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Although the Company believes the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, level of activity, performance or achievements. Moreover, neither the Company 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 Company is under no duty to update any of these forward-looking statements after the date of this Quarterly Report on Form 10-Q, nor to conform the Company’s prior statements to actual results or revised expectations, and the Company does not intend to do so.

Forward-looking statements include, but are not limited to, statements about the Company’s:

• business strategies and investment policies,

• possible or assumed future results of operations and operating cash flows,

• competitive position,

• potential growth opportunities,

• potential operating performance, achievements, productivity improvements, efficiency and cost reduction efforts,

• expected tax rate,

• expectations with respect to the economy, securities markets, the market for mergers and acquisitions activity, the market for asset management activity and other industry trends,

• product development,

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• business environment, and

• the effect of future legislation and regulation on the Company.

Available Information

Reports the Company files electronically with the SEC via the SEC’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”) may be accessed through the internet. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, at www.sec.gov.

The Company maintains a website which contains current information on operations and other matters. The website address is www.eipny.com. Through the Investor Relations section of our website, and “Link to SEC Website” therein, we make available, free of charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statement, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

Also available free of charge on our website within the Investors Relations section is our Code of Ethics and Business Conduct and charters for the Audit, Nominating/Corporate Governance, and the Compensation Committees of our Board of Directors.

Factors Which May Affect Future Results

There are numerous risks which may affect the results of operations of the Company. Factors which could affect the Company’s success include, but are not limited to, the ability to attract and retain clients, performance of the financial markets and invested assets managed by the Company, retention of key employees, misappropriation of assets and information by employees, system failures, significant changes in regulations, the costs of compliance associated with existing regulations and the penalties associated with non-compliance, and the risks associated with the loss of key members of the management team.

In addition, the Company’s ability to expand or alter its product offerings, whether through acquisitions or internal development is critical to its long-term success and has inherent risks. This success is dependent on the ability to identify and fund those products or acquisitions on terms which are favorable to the Company. There can be no assurance that any of these operating factors or acquisitions can be achieved or, if undertaken, they will be successful.

These and other risks related to our Company are discussed in detail under Part I, Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2009.

Critical Accounting Estimates

Our significant accounting estimates are described in Note 2 of the Notes to the Consolidated Financial Statements, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended June 30, 2009. The Company’s Critical Accounting Estimates have not changed from those reported in the Company’s Form 10-K for the fiscal year ended June 30, 2009.

Overview

The Company is a global asset management firm with accomplished and experienced professionals. Our professional staff averages over 20 years of experience in our industry. The Company combines in-house research and insight, an absolute-return orientation, and a dedication to serving the informed investor. Headquartered in New York City, the Company had approximately $9.8 billion in assets under management (“AUM”) as of September 30, 2009.

The Company’s operating subsidiary, Epoch Investment Partners (“EIP”), is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”). It has one line of business, and that is to provide investment advisory and investment management services to its clients such as investment companies, retirement plans, mutual fund clients, endowments, foundations, and high net

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worth individuals. These services are provided through separately managed accounts and commingled vehicles, such as mutual funds and private investment funds. The overall investment philosophy is focused on achieving a superior risk-adjusted return by investing in companies that generate free cash flow and are undervalued relative to our investment team’s value determinations. Security selection and portfolio construction are designed to protect capital in declining markets while participating in rising markets.

Revenues are generally derived as a percentage of AUM. Therefore, among other factors, revenues are dependent on

• performance of financial markets,

• the ability to maintain existing clients, and

• changes in the composition of AUM.

AUM consists of actively traded securities. The fair value of AUM is determined by an independent pricing service, which uses publicly available, unadjusted quoted market prices to measure our AUM. The Company substantiates values obtained for assets with another independent pricing service to confirm all prices are valid. Since virtually no security in AUM is fair valued by the Company, there is no significant judgment involved in the calculation of AUM in a way that directly impacts the Company’s revenue recognition.

Financial and Business Highlights

During the three months ended September 30, 2009, nearly all equity markets improved. Favorable market conditions significantly impacted our operations for the quarter. Some notable achievements during the three months ended September 30, 2009 were as follows:

• The Company’s AUM increased to approximately $9.8 billion at September 30, 2009, an increase of nearly $2.0 billion, or 24%, from June 30, 2009. AUM increased from September 30, 2008 by 61%, or just over $3.7 billion.

• The Company continued to attract new assets, with net inflows exceeding $0.8 billion during the period.

• Operating leverage, which is defined as the total revenue growth rate that exceeds the rate of growth of expenses, rose considerably. Operating revenues increased by 35% from the same period a year ago, while operating expenses increased by 3%. Operating margin for the quarter ended September 30, 2009 was 31%.

• During September 2009, management entered into a new sublease agreement for 10,000 square feet, and terminated a sublease for 3,000 square feet which was set to expire June 2010. The additional space should provide capacity for future firm expansion.

• The Company’s financial position remains strong, with cash balances of $38.0 million, or 63% of total assets, working capital of $41.5 million, and a current ratio of 6.9. The Company expects its working capital to continue to improve during the next quarter as a result of its increase in operating margin.

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Summary operating information for the quarter ended September 30, 2009 and 2008 is presented in the table below:

	Three Months Ended September 30,						Change
(Dollars in Thousands)	2009			2008			$		%
Operating Revenues	$	11,417		$	8,478		$	2,939		35	%
Operating Income	$	3,562		$	854		$	2,708		317	%
Operating Margin(1)		31	%		10	%
Net Income	$	2,297		$	582		$	1,715		295	%
Earnings Per Share:
Basic and diluted	$	0.10		$	0.03		$	0.07		233	%
AUM (in millions)	$	9,796		$	6,085		$	3,711		61	%

(1) Defined as operating income divided by operating revenues.

Operating margin significantly improved from the same period a year ago. The main driver of this was the increase in revenue due to higher levels of AUM, primarily as a result of net inflows from new and existing business. Market appreciation, particularly since March 2009, also contributed to the AUM increase. The Company had net inflows of approximately $3.3 billion for the twelve months ended September 30, 2009, and finished the period ended September 30, 2009 with AUM of $9.8 billion, a 61% increase from AUM of $6.1 billion at September 30, 2008.

The average assets under management for the three months ended September 30, 2009 was approximately $8.8 billion compared to approximately $6.6 billion for the three months ended September 30, 2008, an increase of approximately 35%. U.S. equity markets declined approximately 5 – 10% from September 30, 2008, but increased substantially since March 2009. Global equity markets performed slightly better over the past twelve months.

The Company continued to concentrate on expense management and cost containment during the three months ended September 30, 2009. Operating expenses were slightly higher, increasing by $0.2 million compared with the same period a year ago. Lease termination costs from the early termination of subleased premises, as well as accelerated amortization of leasehold improvements on the related premises, were the primary reasons for the increase.

Business Environment

As an investment management and advisory firm, our results of operations can be directly impacted by global market, political, and economic trends. The Company’s business environment and equity markets are influenced by several factors, including corporate profitability, investor confidence, unemployment, and financial market transparency. These factors can directly affect market appreciation or depreciation, which in turn, impacts our investment advisory and management business.

During the three months ended September 30, 2009, investor sentiment improved amid signs that the Federal Reserve’s expansive monetary policy, coupled with a variety of stimulus programs, succeeded in pulling the economy back onto a more stable path. Equities staged an impressive rally from March 2009 lows. However, uncertainty still exists as to how strong and stable the current economic rebound will be, particularly given current levels of unemployment and consumer confidence.

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The improving economy and market environment in the United States during the three months ended September 30, 2009 was emulated by most equity markets around the world.

Index	Three Months Ended September 30, 2009			Twelve Months September 30, 2009
Dow Jones Industrial Average(1)		15.8	%		(7.4	)%
NASDAQ Composite(2)		15.9	%		1.5	%
S&P 500(3)		15.6	%		(6.9	)%
MSCI World (Net)(4)		17.4	%		(2.3	)%
Russell 3000 Value(5)		18.6	%		(10.8	)%

(1) Dow Jones Industrial Average is a trademark of Dow Jones & Company, which is not affiliated with Epoch.

(2) NASDAQ Composite Index is a trademark of the NASDAQ Stock Market, Inc., which is not affiliated with Epoch.

(3) S&P 500 is a trademark of Standard & Poor’s, a division of the McGraw-Hill Companies, Inc., which is not affiliated with Epoch.

(4) MSCI World Index is a trademark of MSCI Inc., which is not affiliated with Epoch.

(5) Russell 3000 Value Index is a trademark of Russell Investments, which is not affiliated with Epoch.

Company Impact and Outlook

The equity market rally enhanced our revenue stream and increased our AUM by approximately $1.1 billion during the three months ended September 30, 2009. The Company continues to acquire new flows, from both new and existing clients.

Despite the recent stock market gains, we continue to be cautiously optimistic. Management remains focused on ways to further develop our existing distribution channels. We continue to review and revise our cost containment and expense management policies, ensuring that operating costs are monitored, assessed and aligned with our business strategy. Above all, we continue to seek to identify value creating opportunities for our clients, our employees, and our shareholders.

Assets Under Management and Flows (“AUM”)

The following table sets forth the changes in our AUM for the periods presented (dollars in millions):

	Three Months Ended September 30,
	2009			2008
Beginning of period assets	$	7,891		$	6,634
Client Flows:
Inflows/new accounts		983			607
Outflows/closed accounts		(171	)		(409	)
Net inflows		812			198
Market appreciation/(depreciation)		1,093			(747	)
Net change		1,905			(549	)
End of period assets	$	9,796		$	6,085
Percent change in total AUM		24.1	%		(8.3	)%
Organic growth percentage(1)		10.3	%		3.0	%

(1) Net inflows divided by beginning of period assets.

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For the three months ended September 30, 2009 and 2008, approximately 51% and 55%, respectively, of investment advisory and management fees were earned from services to mutual funds under advisory and sub-advisory contracts whose fees are calculated based upon daily net asset values, and approximately 49% and 45%, respectively, of fees were earned from services provided for separate accounts whose fees are calculated based upon asset values at the end of the period.

No material impact to revenues or operating results arose during the periods presented as a result of differences between the average daily AUM for the funds where our fees are calculated based upon daily net asset values and the period ending AUM for those funds.

The charts on the following page show the Company’s products as a percentage of AUM as of September 2009 and 2008, respectively:

As of September 30, 2009			1-Year Change						3-Month Change
Distribution Channel	AUM		Amt			%			Amt		%
Sub-advisory	$	5,034	$	2,213			78.4	%	$	702		16.2	%
Institutional		4,500		1,510			50.5	%		1,191		36.0	%
High net worth		262		(12	)		(4.4	)%		12		4.8	%
Total AUM	$	9,796	$	3,711			61.0	%	$	1,905		24.1	%

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The following table and charts shows the Company’s AUM by product, annual and quarterly changes at September 30, 2009, as well as Epoch investment products as a percentage of AUM as of September 30, 2009 and September 30, 2008, respectively (in millions):

As of September 30, 2009			1-Year Change					3-Month Change
Product	AUM		Amt		%			Amt		%
U.S. Value	$	2,791		1,241		80.1	%		451		19.3	%
U.S. All Cap Value/Balanced		2,420		819		51.2	%		404		20.0	%
Global Equity Shareholder Yield		1,762		499		39.5	%		247		16.3	%
U.S. Small/Smid Cap Value		1,291		555		75.4	%		217		20.2	%
International/Int. Small Cap		469		83		21.5	%		73		18.4	%
Global Absolute Return/ Choice		875		504		135.8	%		500		133.3	%
Global Small Cap		188		10		5.6	%		13		7.4	%
Total AUM	$	9,796		3,711		61.0	%		1,905		24.1	%

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Results of Operations

Three Months Ended September 30, 2009 and 2008

For the three months ended September 30, 2009, the Company recorded net income of $2.3 million, an increase of $1.7 million from the same period a year ago. Basic earnings per share were $0.10 per share for the three months ended September 30, 2009, compared to $0.03 per share for the same period a year ago.

The primary drivers for the significant improvement in net income were as follows:

• Operating revenues increased by $2.9 million, or 35%, during the three months ended September 30, 2009 compared with the same period a year ago. This increase was caused by both market appreciation and continued net inflows. The Company had net inflows of approximately $3.3 billion for the twelve months ended September 30, 2009, and approximately $0.8 billion for the three months ended September 30, 2009.

• Other income increased by $0.3 million compared with the same period a year ago. The prior year comparable period included $0.3 million in realized losses on investments.

• Offsetting these increases in income was a $0.2 million increase in operating expenses from the same period a year ago. An increase in employee related costs, as well as costs related to the termination of a sublease, were the primary reasons for the overall change.

Operating Revenues:

	Three Months Ended September 30,				Change
(Dollars in Thousands)	2009		2008		$		%
Investment advisory and management fees	$	11,141	$	8,478	$	2,663		31	%

The increase in revenues was attributable to the increase in AUM compared with the same period a year ago, primarily as a result of net inflows from new and existing business. Market appreciation, particularly since March 2009, also contributed to the increase in AUM. The Company had net inflows of approximately $3.3 billion for the twelve months ended September 30, 2009, and finished the period ended September 30, 2009 with AUM of $9.8 billion, a 61% increase from AUM of $6.1 billion at September 30, 2008.

The average assets under management for the three months ended September 30, 2009 was approximately $8.8 billion compared to approximately $6.6 billion for the three months ended September 30, 2008, an increase of approximately 35%. U.S. equity markets declined approximately 5 – 10% from September 30, 2008, but increased substantially since March 2009. Global equity markets performed slightly better over the past twelve months.

For the three months ended September 30, 2009, CI Investments Inc. (“CI”), a Canadian-owned investment management company, accounted for approximately 11% of revenues. For the three months ended September 30, 2008, CI accounted for approximately 14% of revenues.

	Three Months Ended September 30,				Change
(Dollars in Thousands)	2009		2008		$		%
Performance fees	$	276	$	—	$	276		NM

NM — not meaningful

The Company recognized performance fees during the three months ended September 30, 2009 from clients whose agreements included a performance measurement period of September 30, 2009. These fee arrangements generated performance fees based upon certain pre-established benchmarks. The Company currently has incentive agreements that provide for quarterly or annual performance measurement periods.

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Operating Expenses:

	Three Months Ended September 30,						Change
(Dollars in Thousands)	2009			2008			$		%
Employee related costs (excluding share-based compensation)	$	4,516		$	4,117		$	399		10	%
As a percent of total revenue		40	%		49	%

Expenses in this category include salaries, benefits, severance, incentive compensation, signing bonuses and commission expenses. These expenses increased primarily as a result of increased incentive compensation accruals stemming from higher AUM and revenue levels. Employee headcount was virtually unchanged from the comparable period a year ago.

	Three Months Ended September 30,						Change
(Dollars in Thousands)	2009			2008			$			%
Share-based compensation	$	971		$	1,330		$	(359	)		(27	)%
As a percent of total revenue		9	%		16	%

The Company believes that share-based compensation promotes unity in the workplace and a common objective with shareholders. Employee share-based compensation expense for restricted stock is recognized as follows: 12.5% immediately, and the remaining 87.5% ratably over the three-year service period of those awards. Employee share-based compensation expense for stock options is recognized ratably over the three year service period from the grant date.

The Company traditionally has issued share awards to certain senior executives during the first three months following the June 30 fiscal year end and to other employees during the first three months following the calendar year. Effective in the prior fiscal year, the Company began issuing share awards to all employees during the first three months following the calendar year. The reduction in share-based compensation from the comparable period a year ago is reflective of this change.

In the three months ended September 30, 2009 and 2008, a total of 21,538 and 197,943 shares of restricted stock, respectively, were issued to employees. The value of these awards was $0.2 million and $2.3 million, respectively. The decrease in the number of shares issued is the result of the change in issuance of awards to senior officers previously discussed. A total of 2,692 and 24,742 shares of the awards issued in the three months ended September 30, 2009 and 2008, respectively, or approximately 12.5%, were immediately vested. The remaining 87.5% of the shares vest over the subsequent three years. During the three months ended September 30, 2009 a total of 9,796, or $0.1 million, were forfeited by terminated employees. There were no forfeitures during the three months ended September 30, 2008.

During the three months ended September 30, 2009 and 2008, a total of 39,798 and 38,620 shares of restricted stock, respectively, were granted to directors of the Company. The value of these awards was $0.4 million in each period. Share grants to directors generally transpire in the three months ended September 30. All director stock awards vest over one year. Director share-based compensation expense is recognized ratably over the one-year vesting period of those awards.

During the second half of fiscal year ended June 30, 2009, the Company issued options to purchase 630,060 shares of common stock to employees of the Company. These stock options vest and are recognized ratably over three years from the grant date and have a term of seven years. The options have an exercise price of $6.17. However, upon vesting, the options are exercisable only if the volume weighted average price of the Company’s common stock equals or exceeds $9.25 for a period of at least 20 trading days. Issuance of these awards will result in total stock compensation expense of $1.1 million over the requisite service period.

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	Three Months Ended September 30,						Change
(Dollars in Thousands)	2009			2008			$		%
Occupancy and technology	$	1,083		$	879		$	204		23	%
As a percent of total revenue		9	%		10	%

Occupancy and technology expenses consist primarily of office space rentals, market data services, and information technology. A sublease termination fee incurred during the period associated with the Company’s early termination of a sublease was the primary reason for the increase in this expense. The Company expects to occupy new office space under a new sublease during our second fiscal quarter. We expect this expense to be higher during the next quarter as a result of higher rent from the new space.

	Three Months Ended September 30,						Change
(Dollars in Thousands)	2009			2008			$			%
Professional fees and services	$	693		$	719		$	(26	)		(4	)%
As a percent of total revenue		6	%		8	%

These expenses include outside legal fees for general corporate legal affairs, independent accountants’ fees, consulting fees, employee placement fees and other professional services. These expenses were virtually unchanged when compared with the same period a year ago.

	Three Months Ended September 30,						Change
(Dollars in Thousands)	2009			2008			$			%
General and administrative	$	381		$	473		$	(92	)		(19	)%
As a percent of total revenue		3	%		6	%

General and administrative expenses consist primarily of expenses for travel and entertainment, advertising and marketing, and other office related expenses. A decrease in travel-related expenses as a result of the Company’s expense management and cost control efforts was the main reason for the decline.

	Three Months Ended September 30,						Change
(Dollars in Thousands)	2009			2008			$		%
Depreciation and amortization	$	211		$	106		$	105		99	%
As a percent of total revenue		2	%		1	%

Depreciation and amortization increased when compared with the same period a year ago. Management’s decision to terminate an office sublease by the end of October 2009 resulted in a change to the estimated useful life of the underlying leasehold improvements and certain equipment, thus accelerating depreciation and amortization during the period by approximately $90 thousand.

	Three Months Ended September 30,						Change
(Dollars in Thousands)	2009			2008			$		%
Other income	$	308		$	34		$	274		806	%
As of percent of income before income taxes		8	%		4	%

Other income includes interest income, dividend income, realized gains and losses on investments, and rental income from subleased office space. The prior year period included realized losses of $0.3 million from the sales of investments in its Company sponsored separate account.

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	Three Months Ended September 30,						Change
(Dollars in Thousands)	2009			2008			$		%
Provision for income taxes	$	1,573		$	306		$	1,267		NM
Effective income tax rate		40.6	%		34.5	%

NM — not meaningful

In calculating the provision for income taxes, the Company uses an estimate of the annual effective income tax rate based upon the facts and circumstances known at each interim period. The effective income tax rate is adjusted, as appropriate. The increase in the effective income tax rate is the result of higher income levels when compared with the same period a year ago.

Three Months Ended September 30, 2009 and Prior Quarter Ended June 30, 2009

Summary operating information for the three months ended September 30, 2009 and June 30, 2009 is presented in the table below:

	Three Months Ended
	Sept. 30,			June 30,			Prior Quarter Change
(Dollars in Thousands)	2009			2009			$		%
Operating Revenues	$	11,417		$	9,070		$	2,347		26	%
Operating Income	$	3,562		$	1,967		$	1,595		81	%
Operating Margin(1)		31	%		22	%
AUM (in millions)	$	9,796		$	7,891		$	1,905		24	%

(1) Defined as operating income divided by operating revenues.

The Company’s operating income increased by 81% in the current quarter ended September 30, 2009 when compared with the prior quarter ended June 30, 2009, and is reflective of an increase in operating revenues as a result of higher AUM levels. Market appreciation and the Company’s continued ability to attract new assets were the reasons for the revenue growth. Partially offsetting the increase in revenue was an increase in operating expenses stemming from management’s decision to terminate an existing sublease for larger office space, the sublease of which was signed by management in September. This caused the Company to recognize lease termination costs as well as accelerated depreciation costs on the previous leasehold improvements.

Liquidity and Capital Resources

The Company’s operating cash flows are primarily influenced by the timing and receipt of investment management fees, and the payment of operating expenses, including incentive compensation to employees. Investment management fees are generally collected within 90 days of billing. The Company traditionally has paid cash incentive compensation during the first three months following the fiscal year to certain senior executives, and to other employees during the first three months following the calendar year. Commencing in the fiscal quarter ending March 31, 2009, the Company began to pay cash incentive compensation to all employees during the first three months following the calendar year. To implement such a shift, the Company utilized a six-month stub period for those senior executives.

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Investing cash flows are principally influenced by activities to acquire property and equipment, reinvestment of earnings from investments in Company-sponsored products, and proceeds from other transactions.

Financing cash flows are predominately influenced by the payment of common stock dividends and the repurchase of the Company’s common stock. The Company has been making quarterly dividend payments on its common stock since the quarter ended December 31, 2007.

The Company remains committed to growing its business in this challenging market environment and expects that its main uses of cash will be to invest in new products, enhance its distribution network, pay quarterly dividends, acquire shares of its common stock when appropriate, enhance technology infrastructure and pay corporate operating expenses, which are predominantly variable in nature and therefore fluctuate with revenue and AUM levels. The Company also anticipates using cash during the upcoming quarter to furnish and improve the newly subleased office space. The Company continues to seek opportunities to prudently reduce its variable costs and discretionary spending wherever possible.

Sources of Liquidity

Sources of funds for the Company’s operations are derived from investment advisory and investment management fees, interest on the Company’s cash, cash equivalents, and held-to-maturity securities, and sublease income. The Company’s balance sheet continues to reflect significant liquidity. As of September 30, 2009, the Company had $47.0 million in liquid assets, consisting of cash and cash equivalents of $38.0 million and $9.0 million of accounts receivable to fund its business growth strategy. Given the availability of these funds, the Company does not maintain or anticipate a need for an external source of liquidity.

At September 30, 2009, accounts payable and accrued liabilities, which consist of trade payables, accrued professional fees, and other liabilities, were $1.2 million. The increase in accounts payable and accrued liabilities during the period is reflective of accruals for the lease termination costs previously discussed, professional fees for legal work performed in connection with the New York Life strategic arrangement, and pending trade settlement of share repurchases.

Accrued compensation and benefits, which consist primarily of accrued incentive compensation, were $5.5 million. The increase in accrued incentive compensation reflected in the cash flow statement results from the timing of payments made for certain senior executives previously discussed, as well as higher levels of incentive compensation accruals in conjunction with higher AUM and operating revenue levels when compared with the same period a year ago.

The Company also realized excess tax benefits of $0.4 million during the three months ended September 30, 2009. Excess tax benefits reduce the amount of income taxes to be paid. Excess tax benefits arise in connection with the Company’s share-based compensation. When a restricted stock award vests, the market price on the date the stock vests to the employee may be higher than the original grant-date fair market value of the award. If so, the difference between the cumulative amount that has been recognized through the Statement of Operations and the vesting amount results in an excess tax benefit. Excess tax benefits reduce income taxes payable and increase additional paid-in capital in the period they are recognized.

The Company has no debt and management does not foresee any reason to incur debt unless a significant business opportunity warrants such action. The Company’s business does not require it to maintain significant capital balances. Management believes that the sources of liquidity described above will be sufficient to meet the Company’s operating needs for the foreseeable future and will enable it to continue to implement its growth strategy.

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Cash Flows

A summary of cash flow data for the three months ended September 30, 2009 and 2008, respectively, is as follows (in thousands):

	Three Months Ended September 30,
	2009			2008
Cash flows provided by/(used in):
Operating activities	$	4,627		$	(2,249	)
Investing activities		(2,700	)		173
Financing activities		(966	)		(325	)
Net increase/(decrease) in cash and cash equivalents		961			(2,401	)
Cash and cash equivalents at beginning of period		37,055			37,436
Cash and cash equivalents at end of period		38,016			35,035
Percent of total assets		63	%		67	%

Cash Flows from Operating Activities

Net cash provided by operating activities of $4.6 million during the three months ended September 30, 2009 reflects net income and the timing in the cash settlement of assets and liabilities during the period. The difference from the prior comparable period reflects the change in net income, the timing of incentive compensation payments for certain senior executives, the change in excess tax benefits recognized on share-based compensation, and the timing differences in the cash settlement of assets and liabilities.

Cash Flows from Investing Activities

Cash flows used in investing activities totaled $2.7 million for three months ended September 30, 2009. Purchases of long-term corporate bonds with more attractive interest rates than money market instruments accounted for most of the funds used in investing activities. These securities are classified as held-to-maturity securities on the Condensed Consolidated Balance Sheet as it is management’s intention to hold these securities until they mature.

Cash Flows from Financing Activities

Cash flows used in financing activities primarily reflect the payment of common stock dividends, share buy-backs and the recognition of excess tax benefits on share-based compensation. Cash used for financing activities totaled $1.0 million for the three months ended September 30, 2009.

Dividends paid during the three months ended September 30, 2009 were approximately $0.7 million. The Company also repurchased 81,900 shares under our authorized repurchase program for approximately $0.7 million during the same period.

Working Capital

The Company’s working capital and current ratio (current assets divided by current liabilities) for the three months ended September 30, 2009 and recent fiscal year ended June 30, 2009 is set forth in the table below (in thousands):

	September 30, 2009		June 30, 2009		Change
					$			%
Current Assets	$	48,487	$	46,152	$	2,335			5	%
Current Liabilities		6,998		4,255		2,743			64	%
Working Capital	$	41,489	$	41,897	$	(408	)		(1	)%
Current Ratio(1)		6.9		10.8		(3.9	)		(36	)%

(1) current assets divided by current liabilities.

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The Company expects its working capital to increase over the next quarter as a result of its increase in operating margin.

Capital Expenditures

In September 2009, the Company entered into a sublease agreement for 10,000 square feet. While the Company does not have material commitments for future leasehold improvements, it is anticipated that the Company will incur higher levels of capital expenditures during the next quarter ending December 31, 2009 as it improves the new space and acquires additional equipment and technology. These future capital expenditures are expected to paid from cash generated from operations.

Quarterly Common Stock Dividends

Quarterly dividends of approximately $0.7 million were paid in August 2009 and August 2008.

On October 9, 2009, the Board of Directors declared a quarterly cash dividend of $0.03 per share, or approximately $665 thousand in total, payable on November 13, 2009 to all shareholders of record at the close of business on October 30, 2009. The Company expects regular quarterly cash dividends going forward to be paid in February, May, August and November of each fiscal year, and anticipates a total annual dividend of $0.12 per common share. However, the actual declaration of future cash dividends, and the establishment of record and payment dates, is subject to determination by the Board of Directors each quarter after its review of the Company’s financial performance, as well as general business conditions, capital requirements, and any contractual, legal and regulatory restrictions. The Company may change its dividend policy at any time.

Common Stock Repurchase Plan

On June 24, 2008, the Company’s Board of Directors approved the repurchase of up to a maximum of 250,000 shares, or just over 1%, of the Company’s then fully diluted outstanding Common Stock. The repurchase plan called for the repurchases to be made in the open market and/or in privately negotiated transactions from time to time in compliance with applicable laws, rules and regulations, including Rule 10b-18 under the Securities Exchange Act of 1934, as amended, subject to prevailing market and business conditions. The plan did not obligate the Company to purchase any particular number of shares, and could be suspended or discontinued at any time. The Company completed this repurchase by February 2009.

In March 2009, the Company’s Board of Directors authorized the Company to repurchase up to an additional 250,000 shares, pursuant to the same conditions, except the repurchase plan does not contain an expiration date.

During the three months ended September 30, 2009 and 2008, the Company repurchased 81,900 shares and 63,900 shares at a weighted average price of $8.99 and $8.98, respectively. All shares repurchased are shown as Treasury stock at cost, in the Stockholders’ equity section of the Condensed Consolidated Balance Sheet.

Contractual Obligations

The Company’s headquarters and operations are located in New York, New York. Business is conducted at a location with approximately 13,000 square feet under a long-term lease that expires in September 2015. In September 2009, as a result of anticipated firm expansion, the Company terminated an existing sublease for 3,000 square feet of office space, and entered into a new sublease for 10,000 square feet of space. This new space is expected to be occupied during the quarter ended December 31, 2009.

The Company is also the primary party to another lease in New York, New York with approximately 8,500 square feet, which expires in November 2010. In January 2002, a sublease agreement was executed with an unrelated third party for this property. While the Company remains responsible under terms of the original lease, the subtenant has assumed those responsibilities and is performing its obligations under the sublease agreement. Proceeds from the sublease, net of profit sharing with the landlord, more than offset the Company’s obligations under this lease.

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The subtenant has performed its obligations under the sublease agreement and the Company is not aware of any credit issues with the subtenant. As of September 30, 2009, the remaining future minimum payments under this lease total $0.7 million. Future minimum receipts from the subtenant, net of profit sharing with the landlord, slightly exceed $0.5 million as of September 30, 2009.

The Company entered into a three-year employment agreement with its Chief Executive Officer in November 2007, effective January 1, 2008. The agreement calls for a base annual salary of $350 thousand and bonus compensation in accordance with the Company’s bonus and incentive compensation plans. The agreement also calls for certain payments in the event of termination. The payments could vary depending on the cause of termination and whether or not the Board of Directors elects to enforce a non-compete agreement. The agreement was reviewed and approved by the Company’s Compensation Committee and the Board of Directors.

Summary of Contractual Obligations

The following table summarizes all contractual obligations, including the aforementioned office leases (in thousands):  Payments Due in
Fiscal Years Ended June 30,

	Remaining Payments in 2010			2011 – 2012			2013 – 2014		2015 and Thereafter		Total
Primary New York operations(1)	$	987		$	2,841		$	2,854	$	1,784	$	8,466
Subleased New York lease		481			200			—		—		681
Other operating leases		34			12			4		—		50
Total obligations		1,502			3,053			2,858		1,784		9,197
Sublease income, net(2)		(430	)		(96	)		—		—		(526	)
Net obligations	$	1,072		$	2,957		$	2,858	$	1,784	$	8,671

(1) In September 2009, the Company terminated a sublease agreement, which was to expire in June 2010, and entered into a new sublease agreement effective October 2009.

(2) Amounts are net of landlord profit sharing.

Off-Balance Sheet Arrangements

As of September 30, 2009, the Company had no off-balance sheet arrangements.

New Accounting Pronouncements

FASB Codification

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 168, The FASB Accounting Standards Codification^TM and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB Statement No. 162 (“SFAS 168”) (FASB ASC 105-10). SFAS 168 replaces all previously issued accounting standards and establishes the FASB Accounting Standards Codification^TM (“FASB ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. SFAS 168 is effective for all interim and annual periods ending after September 15, 2009. The FASB ASC is not intended to change existing U.S. GAAP. The adoption of this pronouncement only resulted in changes to the Company’s financial statement disclosure references. As such, the adoption of this pronouncement had no effect on the Company’s condensed consolidated financial position, results of operations, or cash flows.

In order to facilitate the transition to the FASB ASC, the Company has elected to show all references to FASB ASC within this report on Form 10-Q along with a parenthetical reference to the previous accounting standard.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market Risk

The Company’s predominant exposure to market risk is directly related to its role as an investment adviser for the mutual funds and separate accounts the Company manages. Changes in value of assets managed will impact the level of management and performance fee revenues. Approximately 51% of the Company’s revenue is derived from daily net asset values, while the remaining 49% of revenue is derived from market values of AUM at the end of the quarter. Declines in equity security market prices could cause revenues to decline because of lower investment management fees by causing:

• the value of AUM to decrease.

• the returns realized on AUM to decrease, impacting performance fees.

• clients to withdraw funds in favor of investments in markets that they perceive to offer greater opportunity.

Underperformance of client accounts relative to competing products could exacerbate these factors.

The management of market risk on behalf of our clients, and the impact on fees to the Company, is a significant focus for us and we use a variety of risk measurement techniques to identify and manage market risk.

Other Investments Market Risk

The Company is exposed to fluctuations in the market price of its Other investments. Other investments consist of investments in Company-sponsored investment vehicles, including mutual funds, and investment product separate account, and a limited liability company. Investments the Company makes are generally seed capital or to establish a performance track record. The Company does not hedge its market risk related to these securities and does not intend to do so in the future.

At September 30, 2009 and June 30, 2009, respectively, the Company performed a sensitivity analysis to assess the potential loss in the fair value of these market-risk sensitive securities. The following table represents the estimated impact on the Company’s financial position assuming a hypothetical 10% decline in associated market indices (I):

	Fair Value		Fair Value Assuming 10% Decline		Decrease in Stockholders’ Equity(1)
At September 30, 2009:
Available-for-sale securities:
Epoch Global All Cap separate account	$	2,356	$	2,163	$	193
Company-sponsored mutual funds		922		841		81
Equity method:
Epoch Global Absolute Return Fund, LLC		436		399		37
Total Investments	$	3,715	$	3,403	$	312
At June 30, 2009:
Available-for-sale securities:
Epoch Global All Cap separate account	$	2,058	$	1,890	$	168
Company-sponsored mutual funds		806		737		69
Equity method:
Epoch Global Absolute Return Fund, LLC		388		357		31
Total Investments	$	3,252	$	2,984	$	268

(1) Investments in the Company-sponsored mutual funds and the Epoch Global All-Cap separate account are classified as available-for-sale securities. Unrealized gains or losses on available-for-sale securities are excluded from earnings and recorded in other comprehensive income (loss) as a separate component of stockholders’ equity until realized. The investment in the Epoch Global Absolute Return Fund, LLC is

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accounted for using the equity method, under which the Company’s share of net realized and unrealized earnings or losses from the limited liability company is reflected in income.

Interest Rate Risk

The Company’s investment income consists primarily of interest income and realized gains and losses on its investments. The Company’s investment income is highly sensitive to fluctuation in interest rates. During the three months ended September 30, 2009, the Company purchased approximately $2.4 million in long-term corporate bonds. Since it is management’s intent to hold these investments until they mature, these investments have been accounted for as held-to-maturity securities. The Company does not hedge its market risk related to these securities and does not intend to do so in the future. The Company believes that a hypothetical change in the interest rate of 100 basis points would not have a material impact on its condensed consolidated results of operations, financial condition or cash flows.

The table below provides information about the Company’s investment securities held-to-maturity, including expected principal flows for the fiscal years June 30, 2010 through June 30, 2015 and thereafter (in thousands):

	Payments Due in Fiscal Years Ended June 30,
	2010		2011		2012			2013			2014			2015 and Thereafter		Total Principal Cash Flows		Fair Market Value at September 30, 2009
Corporate Bonds	$	—	$	—	$	350		$	1,450		$	500		$	—	$	2,300	$	2,424
Weighted average interest rate						3.55	%		2.48	%		3.25	%

Cash and Cash Equivalents

Cash and cash equivalents include cash in checking and money market accounts, as well as highly liquid investments in money market funds consisting of short-term securities of the U.S. government and its agencies. Cash and cash equivalents are exposed to market risk due to changes in interest rates, which impacts interest income. Cash equivalents are stated at cost, which approximates fair value due to their short maturity.

The Company consistently monitors the quality of the institution where its cash is deposited, the balance of which, at times, may be in excess of the Federal Deposit Insurance Corporation insurance limits. Presently, the Company neither participates in hedging activities nor does it have any derivative financial instruments.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

The Company has established and maintains disclosure controls and other procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), that are designed to provide reasonable assurance that material information relating to Epoch Holding Corporation and its subsidiaries on a consolidated basis required to be disclosed in its reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated accurately to the Company’s management, including its principal executive officer and principal financial and accounting officer, as appropriate, to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can only provide reasonable, not absolute assurance, that the objectives of the disclosure controls and procedures are met.

For the quarter ended September 30, 2009, management, with the participation of the Company’s principal executive officer and principal financial and accounting officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on such evaluation of these disclosure controls and procedures, the Company’s principal executive officer and principal financial and

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accounting officer have concluded that the Company’s disclosure controls and procedures were effective during the period covered by this Quarterly Report on Form 10-Q.

The Company has also established and maintains internal control over financial reporting as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of condensed consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States. In the ordinary course of business, the Company routinely enhances its internal controls and procedures for financial reporting by either upgrading its current systems or implementing new systems. During the fiscal quarter ended September 30, 2009, there was no change in the Company’s internal controls over financial reporting (as defined in Rule 13a-5(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, the Company or its subsidiaries may become parties to claims, legal actions and complaints arising in the ordinary course of business. Management is not aware of any claims which would have a material adverse effect on its consolidated financial position, results of operations, or cash flows.

Item 1a. Risk Factors.

See Part I. Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Business Environment” in this report for a discussion of the conditions in the financial markets and economic conditions affecting our business.

In addition, for further discussion of our potential risks and uncertainties, see information under the heading “Risk Factors” in our annual report on Form 10-K for the year ended June 30, 2009.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(c) Purchases of Equity Securities by the Issuer.

The table below provides information with respect to the treasury shares the Company purchased under the Company’s share repurchase plans during the three months ended September 30, 2009.

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under Outstanding Plans or Programs(1)
July 1, 2009 – July 31, 2009		—	$	—		—		227,200
August 1, 2009 – August 31, 2009		—	$	—		—		227,200
September 1, 2009 – September 30, 2009		81,900	$	8.99		81,900		145,300
		81,900				81,900

(1) As of November 3, 2009, there were 121,700 shares that could be purchased under our share repurchase program

To satisfy statutory employee tax withholding requirements related to the vesting of common shares from employee stock awards, the Company purchases, and then resells in the open market, shares to satisfy employee tax withholding obligations. At September 30, 2009, there were 24,823 shares held in treasury to be resold by the Company in the open market.

Item 5. Other Information.

The Company’s Annual Meeting of Stockholders will be held on Thursday, December 3, 2009 at 9:00 A.M. at The Cornell Club of New York City, 6 East 44^th Street, New York, New York 10017.

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Item 6. Exhibits.

Exhibit No.	Description
3.1	Certificate of Incorporation of the Registrant, as amended.(A)
3.2	Amended and Restated By-Laws of Epoch Holding Corporation (as adopted April 2, 2008).(B)
4.1	Amended and Restated 2004 Omnibus Long-Term Incentive Compensation Plan.(F)
4.4	Stockholders Agreement dated as of June 2, 2004 among J Net Enterprises, Inc. and certain of its stockholders.(C)
4.5	Registration Rights Agreement dated as of June 2, 2004 among J Net Enterprises, Inc. and certain of its stockholders.(C)
10.1	Employment Agreement by and between Epoch Holding Corporation and William W. Priest, dated as of November 28, 2007 and effective as of January 1, 2008.(D)
10.2	1992 Incentive and Non-qualified Stock Option Plan.(E)
10.40	Form of Indemnification Agreement between the Registrant and each director and officer of the Registrant.(I)
10.45	Office lease between Vornado 640 Fifth Avenue LLC (Landlord) and Epoch Investment Partners, Inc. (Tenant).(G)
10.46	Form of Restricted Stock Agreement.(H)
10.47	Office lease between 680 Fifth Avenue Associates, L.P. (Landlord) and JNet Enterprises (Tenant).(H)
10.48	Office sublease between J Net Enterprises, Inc. (Tenant) and The Game Show Network (subtenant).(H)
10.49	Office sublease between Epoch Investment Partners, Inc. (Tenant) and Centerview Partners Holdings LLC (subtenant).(I)
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.(I)
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.(I)
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(I)

(A) Incorporated by reference to Registrant’s Form 8-K dated December 7, 2004.

(B) Incorporated by reference to Registrant’s Form 8-K dated April 2, 2008.

(C) Incorporated by reference to Registrant’s Form 8-K dated June 3, 2004.

(D) Incorporated by reference to Registrant’s Form 8-K dated December 3, 2007.

(E) Incorporated by reference to Registrant’s 1992 Proxy Statement.

(F) Incorporated by reference to Registrant’s Form S-8 dated December 29, 2008.

(G) Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2005.

(H) Incorporated by reference to Registrant’s Annual Report on Form 10-K/A for the fiscal year ended June 30, 2006.

(I) Filed herewith.

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SIGNATURE

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	EPOCH HOLDING CORPORATION (Registrant)
Date: November 6, 2009	By: /s/ Adam Borak Chief Financial Officer (Principal Financial and Accounting Officer)

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EX-10.40

  
    Unassociated Document
    
    
    
    
    
    

EX-10.49

Exhibit 10.49

SUBLEASE AGREEMENT

SUBLEASE AGREEMENT (this "Sublease" or this "Agreement") made and entered into as of the 14th day of September, 2009, by and between Centerview Partners Holdings LLC f/k/a Pruzan Holdings LLC, having an office at 31 West 52nd Street, 22nd Floor, New York, New York 10019 ("Sublessor"), and Epoch Investment Partners, Inc., having an address at 640 Fifth Avenue, 18th Floor, New York, New York 10019 ("Sublessee").

WITNESSETH:

WHEREAS, Sublessor is the tenant under a certain lease agreement dated January 15, 2005, (herein referred to as the "Master Lease", as the same may be hereafter amended or supplemented as permitted by this Sublease) for the premises consisting of the entire 19th Floor (the "Premises") in the Building known as 640 Fifth Avenue, New York, New York 10019 (the "Building") with Vornado 640 Fifth Avenue LLC ("Master Landlord") as landlord. The Premises is more particularly set forth in Exhibit A attached hereto. Sublessee herein agrees to subordinate this Sublease to the Master Lease and to those ground and underlying leases and agreements and mortgages, renewals, modifications, consolidations, replacements, and extensions thereto which may presently or in the future be hereafter placed on the Premises by the Master Landlord. Sublessee shall not do, or fail to do, any act that constitutes a violation or default of any of the terms or conditions of the Master Lease or a mortgage referred to herein. Subject to applicable notice and cure periods, Sublessee shall not exercise any right or privilege, or do anything under this Sublease which would, subject to applicable notice and cure periods, constitute a default or violation of any of the terms, covenants or conditions of the agreements referred to in this paragraph, or fail to perform an act, the failure of which would, subject to applicable notice and cure periods, constitute a default or violation of any of the agreements referred to in this paragraph. Sublessor represents that a true, correct and complete copy of the Master Lease has been delivered to Sublessee by Sublessor and except as otherwise set forth in this Sublease, the Master Lease is incorporated herein by this reference. Capitalized terms used in this Sublease and not defined shall have the meanings given to them in the Master Lease.

WHEREAS, Sublessee is currently occupying the 18th Floor of the Building pursuant to a lease agreement dated September 24, 2004 between Master Landlord, as landlord therein, and Sublessee, as tenant therein (the "Sublessee Existing Lease").

WHEREAS, Sublessor desires to sublet to Sublessee and Sublessee desires to rent from Sublessor the Premises, which the parties agree consists of approximately 10,290 square feet on the 19th Floor of the Building.

NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth, and subject to the terms and conditions herein contained, the parties hereby agree as follows:

1.  Sublease of Premises. Sublessor hereby subleases the Premises to Sublessee, and Sublessee hereby rents the Premises from Sublessor, pursuant to the terms and conditions set forth in this Sublease.

2.  Term of Sublease. This Sublease shall be for a term (the "Term") which commences on the Commencement Date (as defined below) and ends on the Expiration Date (as defined below), unless sooner terminated pursuant to any of the terms, covenants or conditions of this Sublease or pursuant to law. In this Sublease, "Lease Year" shall mean a period of twelve (12) consecutive months during the Term with the exception of the first Lease Year. For purposes herein, the "Commencement Date" shall mean the later to occur of (i) October 1, 2009 or (ii) the date that Master Landlord‘s written consent to this Sublease is delivered to the Sublessee in accordance with Article 27 hereof together with the keys to the Premises. Notwithstanding the Commencement Date, the "Expiration Date" of the Sublease shall be September 29,2015.

   3.  Basic Rent. A. In consideration for the sublease granted by this Agreement and as Basic Rent for the Premises during the Term of this Sublease, Sublessee shall pay to Master Landlord the sum of Seven Hundred Ten Thousand Ten Dollars and no cents ($710,010.00) (the "Basic Rent") payable in advance on the first day of each month during the Term hereof in equal monthly installments in the sum of Fifty-Nine Thousand One Hundred and Sixty Seven Dollars and Fifty Cents ($59,167.50), without demand therefor, each at the office of Master Landlord in the manner consistent with the Sublessee Existing Lease, without any set-off or deduction whatsoever, except as otherwise set forth in this Sublease. If the Commencement Date is on a date which is not the first day of the calendar month, the monthly installment of the Basic Rent shall be prorated according to the number of days remaining in the month divided by the actual number of days in that month. Similarly, if the Term shall end on a date which is not the last days of the calendar month, the monthly installment of Basic Rent shall be prorated according to the number of days in the month during which this Sublease shall have been in full force and effect divided by the actual number of days in that month. Notwithstanding anything herein to the contrary, if Sublessor is entitled to an abatement of rent or any other credit or reduction of rent pursuant to the Master Lease after the Rent Commencement Date, Sublessee shall receive the benefit of such credit, reduction or abatement (as applicable) provided that such credit or abatement is not unrelated to the Premises. In the event such abatement of rent or other credit is allocated on a per square foot basis, then such abatement of rent or other credit shall be passed along to Sublessee on a pro-rata basis based upon the percentage that is obtained by dividing (x) the amount of Basic Rent per square foot set forth herein by (y) the amount of Basic Rent per square foot payable by Sublessor under the Master Lease.

B.         Rent Commencement Date. The first Lease Year shall commence on the Commencement Date, but Sublessee shall commence paying Basic Rent to Master Landlord on the date (the "Rent Commencement Date") which is one-hundred and twenty (120) days after the Commencement Date; provided that Sublessee shall not, in any event, commence paying Basic Rent prior to February 1,2010. The first month‘s payment of Basic Rent in the amount of Fifty-Nine Thousand One Hundred and Sixty Seven Dollars and Fifty Cents ($59,167.50) shall be paid to Sublessor contemporaneously with the execution and delivery of the Master Landlord‘s written consent in accordance with Article 27 hereof. Thereafter, all Basic Rent and Additional Rent payments by Sublessee shall be paid directly to the Master Landlord in accordance with the terms and conditions herein.

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4.  Additional Rent. A. (i) Subject to (a) Sublessor‘s obligation to pay any portion of same in accordance with this Sublease, including, without limitation, the terms and provisions of this Article 4; and (b) Articles 4(iii) and 4(iv) hereof, Sublessee shall pay to Master Landlord all other charges due from Sublessor to Master Landlord under the Master Lease as billed to Sublessor by Master Landlord pursuant to the Master Lease solely with respect to the Premises, whether or not designated as "additional" rent, and which are attributable to the Premises within ten (10) days of Sublessee‘s receipt of notice thereof. Sublessor shall have the same rights and remedies for Sublessee‘s failure to pay any Additional Rent as for Sublessee‘s failure to pay any Basic Rent. Sublessee‘s failure to pay any component of Basic Rent on or before the date upon which such sum is due and to pay any component of Additional Rent within seven (7) days of the date upon which such sum is due shall thereafter accrue interest and late fees in accordance with Article 23.2 of the Master Lease.

 (ii)           Notwithstanding anything to the contrary in the Master Lease, Sublessee shall pay Master Landlord for electricity consumed in the Premises calculated as provided in Section 5.3 of the Master Lease ("Electricity Additional Rent") on or prior to the tenth (10th) day after the date Master Landlord provides Sublessee with an invoice therefore.

 (iii)           Notwithstanding anything to the contrary in this Sublease or in the Master Lease, commencing July 1, 2010 and continuing on July 1st of each subsequent Lease Year during the Term hereof, Sublessee shall pay Master Landlord as Additional Rent the difference between (x) the then-effective Tax Payment payable by Sublessor, as provided in Article 2 of the Master Lease, and (y) the Tax Payment required to be made by Sublessor pursuant to Article 2 of the Master Lease with respect to the Tax Year ending June 30, 2010 ("Sublessee‘s Tax Payment") within ten (10) days after Master Landlord shall have furnished Sublessee with written notice thereof, together with a copy of the Tax Statement.

(iv) Notwithstanding anything to the contrary in this Sublease or in the Master Lease, commencing on January 1,2010 and continuing on January 1st of each subsequent Lease Year during the Term hereof, Sublessee shall pay Master Landlord as Additional Rent the difference between (x) the then-effective Operating Expense Payment payable by Sublessor, as provided in Article 2 of the Master Lease, and (y) the Operating Expense Payment required to be made by Sublessor pursuant to Article 2 of the Master Lease with respect to the Operating Expense Year ending December 30, 2009 ("Sublessee‘s Operating Expense Payment") within ten (10) days after Master Landlord shall have furnished Sublessee with written notice thereof, together with a copy of the Operating Expense Statement.

   B.      Notwithstanding anything to the contrary contained in this Article 4 or elsewhere in this Sublease, (i) Sublessee shall pay the Additional Rent and the Basic Rent directly to the Master Landlord in the manner consistent with the Sublessee Existing Lease and (ii) Sublessee shall have the same rights that Sublessor has under the Master Lease to challenge any component of Additional Rent provided Sublessee notifies Sublessor of same ten (10) days prior to the final date set forth for such challenge in the Master Lease unless Master Landlord affords Sublessee the right to challenge Additional Rent directly.

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5  Security Deposit.

A.   Subject to the terms of this Article 5, Sublessee, on the date hereof, shall deposit with Sublessor, as security for the performance of Sublessee‘s obligations under this Sublease, a "clean," unconditional, irrevocable and transferable letter of credit (the "Letter of Credit") that (i) is in the amount of One Hundred Seventy Seven Thousand Five Hundred Two Dollars and 50/100 cents ($177,502.50) (ii) is in a form that is reasonably satisfactory to Sublessor, (iii) is issued for a term of not less than one (1) year, (iv) is issued for the account of Sublessor, (v) automatically renews for periods of not less than one (1) year unless the issuer thereof otherwise advises Sublessor on or prior to the thirtieth (30th) day before the applicable expiration date, and (vi) is issued by, and drawn on, a bank that has a Standard & Poor‘s rating of at least "AA" (or, if Standard & Poor‘s hereafter ceases the publication of ratings for banks, a rating of a reputable rating agency as reasonably designated by Sublessor that most closely approximates a Standard & Poor‘s rating of "AA" as of the date hereof) and that either (I) has an office in the city where the Building is located at which Sublessor can present the Letter of Credit for payment, or (II) has an office in the United States and allows Sublessor to draw upon the Letter of Credit without presenting a draft in person (such as, for example, by submitting a draft by fax or overnight delivery service) (the aforesaid rating of the bank that issues the Letter of Credit being referred to herein as the "Bank Rating"). Notwithstanding the foregoing requirements, Sublessor hereby consents to Sublessee obtaining the Letter of Credit from First Republic Bank.

B.           Sublessor‘s Rights.

If an Event of Default as defined in Article 20 of the Master Lease occurs and is continuing, then Sublessor may present the Letter of Credit for payment and apply the proceeds thereof (i) to the payment of any Rental that then remains unpaid, or (ii) to any damages to which Sublessor is entitled hereunder and that Sublessor incurs by reason of such Event of Default. If Sublessor so applies any part of the proceeds of the Letter of Credit, then Sublessee, within ten (10) days of demand, shall provide Sublessor with a replacement Letter of Credit so that Sublessor has the full amount of the required security at all times during the Term. If at any time the Bank Rating of the issuer of the Letter of Credit is less than "AA" (or, if Standard & Poor‘s hereafter ceases the publication of ratings for banks, the Bank Rating of the issuer of the Letter of Credit is less than a rating of a reputable rating agency as reasonably designated by Sublessor that most closely approximates a Standard & Poor‘s rating of "AA" as of the date hereof), then Sublessee shall deliver to Sublessor a replacement Letter of Credit, issued by a bank that has a Bank Rating that satisfies the aforesaid requirement (and otherwise meets the requirements set forth in Section A hereof) within fifteen (15) days after the date that Sublessor gives Sublessee notice of such deficiency in such issuer‘s rating and returns the original Letter of Credit to Sublessee. If Sublessee fails to deliver to Sublessor such replacement Letter of Credit within such period of fifteen (15) days, then Sublessor, in addition to Sublessor‘s other rights at law, in equity or as otherwise set forth herein, shall have the right to present the Letter of Credit for payment and retain the proceeds thereof as security in lieu of the Letter of Credit (it being agreed that Sublessor shall have the right to use, apply and transfer such proceeds in the manner described in this Article 5). Sublessee shall reimburse Sublessor for any reasonable costs that Sublessor incurs in so presenting the Letter of Credit for payment within thirty (30) days after Sublessor submits to Sublessee an invoice therefor. Nothing contained in this Section B of this Article 5 limits Sublessor‘s rights or remedies in equity, at law, or as otherwise set forth herein.

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C.           Return of Security.

Sublessor shall return to Sublessee the Letter of Credit (to the extent not theretofore presented for payment in accordance with the terms hereof) upon the earlier of (i) five (5) days after Master Landlord returns Sublessor‘s letter of credit under the Master Lease and (ii) within forty-five (45) days after the expiration or earlier termination of the Term.

D.          Renewal of Letter of Credit.

If Sublessee fails to provide Sublessor with a replacement Letter of Credit that complies with the requirements of this Article 5 on or prior to the thirtieth (30th) day before the expiration date of the Letter of Credit that is then expiring, then Sublessor may present the Letter of Credit for payment and retain the proceeds thereof as security in lieu of the Letter of Credit (it being agreed that Sublessor shall have the right to use, apply and transfer such proceeds in the manner described in this Article 5). Sublessee shall reimburse Sublessor for any reasonable costs that Sublessor incurs in so presenting the Letter of Credit for payment within thirty (30) days after Sublessor submits to Sublessee an invoice therefor. Sublessor also shall have the right to so present the Letter of Credit and so retain the proceeds thereof as security in lieu of the Letter of Credit at any time from and after the thirtieth (30th) day before the Expiration Date if the Letter of Credit expires earlier than the forty-fifth (45th) day after the Expiration Date.

6.            Sublessor‘s Work.

(i)            Sublessor Work. Sublessee acknowledges that it has made a full and complete inspection of the Premises, and agrees, subject to the terms of this Article 6, to accept same on the Commencement Date in its present "As-Is" condition, except for latent defects or hazardous conditions which are not the responsibility of the Master Landlord under the Master Lease.

(ii)           As-Is. Sublessee acknowledges that neither Master Landlord, Sublessor, nor Sublessor‘s agent(s), have made any representations or promises regarding the Premises. The acceptance of possession of the Premises by Sublessee shall be conclusive evidence as against Sublessee that, except for latent defects or hazardous conditions, the Premises were in good and satisfactory condition at the time such possession was taken unless Sublessee advises Sublessor of unsatisfactory conditions within ten (10) days of the Commencement Date or, within twenty (20) business days of the Commencement Date, in the event of the discovery of latent defects or hazardous conditions. Notwithstanding anything to the contrary contained herein, neither Sublessor nor Master Landlord shall have any responsibility for any liability or for any latent defects or any hazardous condition that occurs as a result of any work by Sublessee.

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(iii)          Surrender at End of Term. At the end of the Term of this Agreement, whether by expiration or prior termination as herein provided, Sublessee shall surrender the Premises to Sublessor in the condition required by the Master Lease and broom clean, and in good order and condition, ordinary wear and tear and damage by casualty excepted, and Sublessee shall remove all of its property (including all furniture or fixtures listed on Exhibit B attached hereto but expressly excluding any Specialty Alterations installed by Sublessor, as such term is defined in the Master Lease) and repair any damage caused by such removal. Sublessee‘s obligation to observe or perform this covenant shall survive the expiration or prior termination of this«Agreement. Sublessee shall indemnify, defend and hold Sublessor harmless of, from and against any liability under the Master Lease occurring solely because of Sublessee‘s failure to timely vacate the Premises or solely because of Sublessee‘s failure to surrender the Premises as required herein or under the Master Lease. In no event shall Sublessee be liable for consequential damages under this Agreement.

(iv)          Alterations. Sublessee shall have no right to make any additions, alterations or changes to the Premises without the express prior written consent of Master Landlord, to the extent required under the Master Lease. All work shall be carried out in accordance with the terms of the Master Lease, the terms of which, as they apply to the Premises. Notwithstanding anything to the contrary contained herein, in the event Sublessee shall perform any Specialty Alterations, as such term in defined in the Master Lease, then prior to commencing such Specialty Alterations, Sublessee shall enter into an amendment to the Sublessee Existing Lease which shall require the restoration of the Premises solely in connection with such Specialty Alterations to be an obligation under the Sublessee Existing Lease.

(v)           Notwithstanding anything contained in this Sublease to the contrary, it is understood and agreed that all of the obligations, work, repairs and services to be performed, made and furnished by the Master Landlord pursuant to any provisions of the Master Lease, which provisions are incorporated herein by reference, will in fact be performed and furnished by the Master Landlord and not by Sublessor. Sublessor shall in no event be liable to Sublessee nor shall Sublessee‘s obligations hereunder be impaired or the performance thereof be excused, nor shall the same constitute an actual or constructive eviction, because of any failure or delay on the Master Landlord‘s part in performance of any such obligations, furnishing any such work or services or in making any such repairs unless same is caused by the negligence or intentional acts of Sublessor. Notwithstanding the foregoing, if Master Landlord shall fail to comply with any of its obligations under the Master Lease, then Sublessee shall be subrogated to the rights of Sublessor to enforce the obligations of Master Landlord under the Master Lease insofar as such obligations relate to the Premises. Without limiting the generality of the foregoing, if the Master Landlord shall default in any of its obligations to Sublessor with respect to the Premises, Sublessee shall have the right in its own name, that of Sublessor, or both, to bring an action or proceeding with respect to such default, at Sublessee‘s sole cost and expense, and Sublessee hereby is subrogated to the rights of Sublessor against Master Landlord. Sublessor agrees to take such steps as Sublessee may reasonably request to cooperate with Sublessee in any such legal proceeding or action.

(vi)          On the Commencement Date and in consideration of One Dollar ($1.00) and other good and valuable consideration, Sublessor shall transfer and assign to Sublessee certain furniture located in the Premises, which furniture is set forth herein on Exhibit "B", and which conference room furniture set forth on such Exhibit shall be fully assembled. Any furniture not set forth on Exhibit "B" shall be removed by Sublessor, at Sublessor‘s sole cost and expense, prior to the Commencement Date and Sublessor shall repair any damage to the Premises caused by such removal which Sublessor is notified of in accordance with Subsection (ii) of this Article 6. Sublessor hereby represents that the items set forth on Exhibit "B" annexed hereto are owned by the Sublessor free and clear of any and all liens, security interests or other encumbrances.

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(vii) Sublessee shall be responsible for maintenance and repair of the Premises and the Building to the same extent of the obligations of "Tenant" as described in the Master Lease.

7.            Sublessee‘s Work, (i) Sublessee may hereafter perform work within the Premises ("Sublessee‘s Work") in accordance with the terms and conditions of the Master Lease and without the necessity of obtaining Sublessor‘s consent to same.

(ii)           Any mechanic‘s liens for work claimed to have been performed for, or materials claimed to have been furnished to, Sublessee, shall be discharged by Sublessee, by bond or otherwise, within twenty (20) days after the filing of such lien, at Sublessee‘s sole expense. Sublessee agrees to indemnify, hold harmless and defend Sublessor and Master Landlord from any loss, cost, damage or expense, including reasonable attorney‘s fees, arising out of any such lien claim or out of any other claim relating to work done or materials supplied to the Premises at Sublessee‘s request or on Sublessee‘s behalf. If Sublessee shall fail to cause such lien or claim of lien to be bonded against or to be discharged within the period aforesaid, then, in addition to any other right or remedy which Sublessor may have under this Sublease, at law or in equity, Sublessor may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien or claim of lien by deposit or by bonding proceedings, and in any such event, Sublessor shall be entitled, if Sublessor so elects, to compel the prosecution of any action for the foreclosure of such lien or claim of lien by the lienor with interest, and reasonable costs and expenses. Any amount so paid by Sublessor and all reasonable third-party costs and expenses incurred by Sublessor in connection herewith shall constitute Additional Rent payable by Sublessee under this Sublease and shall be paid by Sublessee to Sublessor within ten (10) days of demand therefor.

(iii)           Sublessee shall, at its sole cost and expense, obtain all required consents, authorizations and licenses from all federal, state and/or municipal authorities having jurisdiction over the Sublessee‘s Work. All Sublessee‘s Work shall be done in accordance with the plans and specifications approved by Master Landlord in accordance with the terms and conditions of Section 6(iv) hereof and the Master Lease, if applicable. All of Sublessee‘s Work shall be done in a good and workmanlike manner, in accordance with all applicable statutes, laws, ordinances, orders, rules, regulations and all governmental authorities having jurisdiction thereof, including, without limitation, the Americans With Disabilities Act of 1990.

8.           Subletting and Assignment. Sublessee shall have the right to assign this Agreement or to sublet the Premises in accordance with the terms and conditions of Article 17 of the Master Lease; provided, however, that Sublessee shall provide Sublessor with the documentation required pursuant to the Master Lease not less than five (5) business days prior to Sublessee‘s request for consent to such Transfer from the Master Landlord in accordance with the Master Lease. In the event that there is a Transfer Profit (as such term is defined in Article 17 of the Master Lease, including, without limitation, the import of Article 17.7 of the Master Lease), Sublessor shall receive one hundred percent (100%) of such Transfer Profit up to an amount equal to (x) the Basic Rent and Additional Rent required to be paid by Sublessor to Master Landlord under the Master Lease minus (y) the Basic Rent and Additional Rent required to be paid by Sublessee under this Sublease. Notwithstanding the foregoing, the definition of "Transfer Outflow" (as used in the Master Lease) shall not include the provisions of Section 17.6(B)(3)(b).

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9.           Master Lease. A. Sublessee hereby agrees to observe and perform all of the duties and obligations of Sublessor under the Master Lease, and shall be entitled to all of the rights and privileges of Sublessor as tenant under the Master Lease, insofar as they pertain to the Premises, except for such terms of the Master Lease which do not relate to the Premises or are inapplicable, inconsistent with or specifically modified by, the terms of this Sublease. Sublessee hereby agrees that this Agreement is and shall remain in all respects subject and subordinate to the Master Lease. Subject to the foregoing provisions, Sublessee will occupy the Premises in accordance with the provisions of the Master Lease as if Sublessee was the "Tenant" thereunder and will not do or suffer to be done any act which might result in a violation of or a default under any of the terms, conditions, covenants or agreements of the Master Lease or which might render Sublessor liable for any charge, cost or expense thereunder by reason thereof. Sublessee acknowledges that certain defaults by it under this Sublease may constitute a default by Sublessor under the Master Lease, and that Sublessee‘s liability to Sublessor shall include, but not be limited to, any damages or liabilities actually incurred by Sublessor to Master Landlord under the Master Lease by reason thereof. Notwithstanding the foregoing or anything to the contrary in this Sublease, Sublessee shall not liable for duplicative fees to both Sublessor and Master Landlord in connection with the foregoing or by reason of any provision of the Master Lease being incorporated by reference herein, provided that Sublessee has paid such fees to either the Master Landlord or the Sublessor, as the case may be.

B.           To the extent there are inconsistencies between any provision of the Master Lease and any provision of this Sublease, this Sublease shall control. Sublessee shall be entitled to the rights of Sublessor, as tenant under the Master Lease, insofar as the same relate to the Premises. Sublessor shall promptly forward to Master Landlord any requests or other communications made by Sublessee related to the performance by Master Landlord of any of its obligations under the Master Lease and shall promptly forward to the Sublessee any communication received from the Master Landlord related to the Premises.

C.           Notwithstanding anything to the contrary contained in this Sublease or the Master Lease:

(i)           for the purposes of incorporation of the Master Lease by reference in this Sublease, except as otherwise expressly provided herein, and except to the extent that they are inapplicable or modified by the terms and provisions of this Sublease (a) references in the Master Lease to the "Premises" or the "Demised Premises" shall be deemed to refer to the Premises, (b) references in the Master Lease to "Landlord" shall be deemed to refer to Sublessor under this Sublease, (c) references in the Master Lease to "Tenant" shall be deemed to refer to Sublessee under this Sublease, (d) references in the Master Lease to "this Lease" shall be deemed to refer to this Sublease, (e) references in the Master Lease to the ‘Term" of the Master Lease shall be deemed to refer to the Term of this Sublease and (f) references in the Master Lease to the "Expiration Date" of the Master Lease shall be deemed to refer to the Expiration Date of this Sublease;

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(ii)          the Basic Rent and Additional Rent to be paid by Sublessee hereunder shall be governed by the terms and provisions of Articles 3 and 4 of this Sublease;

(iii)         to the extent that the corresponding provision in this Sublease is more constricting upon Sublessee, the time limits contained in the Master Lease for the giving of notices, making of demands or performing of any act, condition or covenant on the part of the tenant thereunder, or for the exercise by the tenant thereunder of any right, remedy or option, are changed for the purposes of incorporation herein by reference by shortening the same in each instance by two (2) days, so that in each instance Sublessee shall have two (2) days less time to observe or perform hereunder than Sublessor has as the tenant under the Master Lease (but in no event shall Sublessee have less than one (1) day);

(iv)         it is expressly understood and agreed by the parties that, subject to the terms and conditions of this Sublease, Sublessee agrees to abide by the terms and conditions of the Master Lease and that Sublessee shall be entitled to all of the benefits under the Master Lease as they relate to the Premises; provided, however, that the following parts, provisions and exhibits of the Master Lease are not applicable to this Sublease, and are not incorporated herein by reference: Sections 1.1-1.4; Sections 1.5(B) and (C); Section 1.6; Article 6; Section 7.1(C); Section 13.10; Section 17.6(B)(3)(b); Articles 24, 28 and 29; Section 32.4(C); Section 32.19; and Exhibit 6.2.

10.          Use of Premises. Sublessee shall occupy and use the Premises during the Term of this Sublease in accordance with Article 3 of the Master Lease and for no other purpose, and in all other respects in compliance with the Master Lease and all Requirements.

11.          Default by Sublessee. If Sublessee shall default in the performance of any of the terms, covenants, conditions or agreements contained in this Sublease which default is not cured upon ten (10) days written notice for non-monetary defaults and seven (7) days written notice for monetary defaults, duly served in the manner set forth herein, or if Sublessee shall commit any default under the Master Lease to the extent that the provisions thereof are applicable to Sublessee which default is not cured upon three (3) days written notice duly served in the manner set forth herein, then in addition to any other rights or remedies Sublessor may have under this Sublease and at law and in equity, Sublessor or Master Landlord, as the case may be, shall have the following rights:

(i)        To invoke any or all of the remedies which are specified for Master Landlord under the Master Lease as if Sublessor were the Master Landlord.

(ii)       To re-enter the Premises and remove all persons and all or any property therefrom either by summary dispossess proceedings, ejectment or by any suitable action or proceeding at permitted by law or in equity, without being liable to indictment, prosecution or damages therefor, and repossess and enjoy the Premises, together with all additions, alterations and improvements. Upon lawfully recovering possession of the Premises by reason of a default on the part of Sublessee which default is not cured upon ten (10) days written notice duly served in the manner set forth herein, Sublessor may, at Sublessor‘s option, terminate this Sublease or make such alterations and repairs as may be necessary in order to relet the Premises or any part or parts thereof, either in Sublessor‘s name or otherwise. Sublessor shall in no event be liable in any way whatsoever for failure to relet the Premises.

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(iii), ..       Sublessee shall be in "default" of its obligations under this Sublease for failure to comply with the terms and conditions of this Sublease, including without limitation, failure to make timely payment of Basic Rent and Additional Rent, or failure to comply with the terms and conditions of the Master Lease which are applicable to Sublessee pursuant to the terms of this Sublease.

(iv)           In addition, Sublessor may, at Sublessor‘s option, enter the Premises and take and hold possession thereof without such entry into possession terminating this Sublease or releasing Sublessee in whole or in part from Sublessee‘s obligation to pay the Rent and Additional Rent hereunder for the full stated Term of this Sublease. Upon such re-entry, Sublessor may remove all persons and property from the Premises and such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Sublessee, all without service of notice or resort to legal process and without being deemed guilty of trespass, or becoming liable for any loss or damage which may be occasioned thereby. Upon and after entry into possession, Sublessor may but need not relet the Premises, or any part for such rent, for such time and upon such terms as Sublessor, in Sublessor‘s sole discretion, shall determine, subject to the requirements of the Master Lease, and Sublessor shall not be required to accept any sublessee offered by Sublessee or to observe any instruction given by Sublessee about any such reletting. In any such case, Sublessor may make necessary repairs to the Premises to the extent reasonably deemed by Sublessor necessary and Sublessee shall, within ten (10) days of demand therefor, pay the reasonable costs thereof together with Sublessor‘s expense of reletting. If the consideration collected by Sublessor upon any such reletting for Sublessee‘s account and after deducting all reasonable expenses incident thereto actually incurred, including non-affiliate brokerage fees and reasonable legal expenses, is not sufficient to pay monthly the full amount of Rent and Additional Rent provided in this Sublease, Sublessee shall pay to Sublessor the amount of each deficiency upon demand.

(v)          No waiver by Sublessor of any breach by Sublessee of any of Sublessee‘s obligations, agreements or covenants herein shall be a waiver of any subsequent breach of any obligation, agreement or covenant, nor shall any forbearance by Sublessor to seek a remedy for any breach by Sublessee be a waiver by Sublessor of any rights and remedies with respect to such breach or any subsequent breach and the foregoing remedies of Sublessor do not waive any right of the Master Landlord to exercise its remedies under the Master Lease.

12.          Fees and Expenses.

A.          Curing Sublessee‘s Defaults. If Sublessee shall default in the observance or performance of any term or covenant on Sublessee‘s part to be observed or performed under or by virtue of any of the terms or provisions in any Article of this Sublease, after the giving of notice and upon the expiration of any applicable grace period (except in an emergency), Sublessor may immediately or at any time thereafter and upon written notice to Sublessee perform the same for the account of Sublessee. If Sublessor makes any expenditures or incurs any obligations for the payment of money in connection with any such default by Sublessee or the cure thereof including, but not limited to, any damages or fines or any reasonable attorneys‘ fees and disbursements in instituting, prosecuting or defending any action or proceeding, such reasonable sums paid or obligations incurred with interest and costs shall be deemed to be additional rent hereunder and shall be paid by Sublessee to Sublessor within twenty (20) days of rendition of any bill or statement to Sublessee and appropriate backup documentation therefor. If the Term hereof shall have expired at the time Sublessor sustains or incurs such expenditures, such sums shall be recoverable by Sublessor, as damages.

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B.           Late Charges. If Sublessee shall fail to make payment of any installment of Basic Rent or any Additional Rent within seven (7) days after the date when such payment is due, Sublessee shall pay to Sublessor, in addition to such installment of Basic Rent or such Additional Rent, as the case may be, as a late charge and as Additional Rent, a sum based on a rate set forth in Article 23.2 of the Master Lease.

13.          Holdover bv Sublessee. Notwithstanding anything to the contrary contained in this Agreement, the parties recognize and agree that the damage to Sublessor resulting from any failure by Sublessee to timely surrender possession of the Premises as aforesaid will be substantial, will exceed the amount of the monthly installments of the Rent theretofore payable hereunder, and will be impossible to accurately measure. Sublessee therefore agrees that if possession of the Premises is not surrendered to Sublessor within twenty-four (24) hours after the Expiration Date or sooner termination of the Term, in addition to any other rights or remedy Sublessor may have hereunder or at law, Sublessee shall pay to Sublessor for each month and for each portion of any month during which Sublessee holds over in the Premises after the Expiration Date or sooner termination of this Sublease, a sum equal to the amount set forth in Article 25.2 of the Master Lease. Nothing herein contained shall be deemed to permit Sublessee to retain possession of the Premises after the Expiration Date or sooner termination of this Sublease and no acceptance by Sublessor of payments from Sublessee after the Expiration Date or sooner termination of the Term shall be deemed to be other than on account of the amount to be paid by Sublessee in accordance with the provisions of this Article 13, which provisions shall survive the Expiration Date or sooner termination of this Sublease.

14.  Liability. A. Sublessor shall not be liable for any injury to, or for any loss of or damage to the property of Sublessee or the employees, agents, invitees or licensees of Sublessee, howsoever occurring, arising in connection with this Sublease of the Premises by Sublessee, and Sublessee hereby waives any and all claims with respect thereto, other than if caused by the gross negligence or intentional acts of the Sublessor. Sublessee hereby agrees to defend, indemnify and hold Sublessor, Master Landlord and their employees and agents, harmless from and against any and all claims, damages, judgments, expenses, losses or liabilities paid, suffered or incurred by or asserted against Sublessor or Master Landlord, arising out of, related to or in connection with any uncured breach by Sublessee, or its agents, employees, invitees or licensees, of any term, condition, covenant or obligation of this Sublease or those of the Master Lease or arising out of, related to or in connection with the performance of Sublessee‘s Work or Sublessee‘s use and occupancy of the Premises.

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B.           Sublessor hereby covenants and agrees to indemnify, defend, and hold Sublessee, its successors, and its assigns harmless from and against any and all actions, claims, demands, damages, liabilities, and expenses (including, without limitation, reasonable attorneys‘ fees) based upon, arising out of, or incurred on account of (a) any violation caused, suffered, or permitted by Sublessor, its agents, servants, employees, or their respective successors or assigns, of any of the terms, covenants, or conditions of this Sublease beyond the expiration of applicable grace, notice and cure period, or (b) a breach of any of the representations or warranties made by Sublessor to Sublessee in this Sublease. The foregoing indemnity shall survive the expiration of sooner termination of this Sublease.

15.          Insurance. During the Term of this Sublease, Sublessee shall, at its own cost and expense, keep and maintain the insurance policies required to be maintained by the "tenant" pursuant to Article 14 of the Master Lease. Prior to the Commencement Date, Sublessee shall deliver to Sublessor and to Master Landlord a copy of said insurance policies or a certificate thereof. Said policies shall name Sublessor and Master Landlord as additional insureds and shall stipulate that the policy shall not be cancelled or substantially changed without thirty (30) days prior written notice sent to both Sublessor and Master Landlord.

16.          Broker. Sublessee and Sublessor each represent and warrant to the other party that no real estate broker or person acting as such was consulted or dealt with in connection with this Sublease or the Premises other than Studley, Inc. and Cushman & Wakefield, Inc. (collectively, the "Broker") and that neither party nor its representatives have performed any act or made any agreements or promises which will in any way obligate the other party for the payment of any fee, charge, commission or other compensation or award to any party in connection with this Sublease other than the Broker. Sublessor shall pay any fee or commission due to the Broker. Nothing contained herein however shall obligate the Sublessee to pay any part of same. In any event, Sublessee and Sublessor each agree to indemnify and hold Master Landlord and the other party harmless from any liability or expense (including but not limited to reasonable counsel fees and disbursements) incurred because of any claim for commissions, fees, or other compensation made by any real estate broker or person acting as such, based on claims contrary to the foregoing representation and warranty.

17.          Notices. All notices to be given hereunder shall be given by prepaid registered or certified mail, return receipt requested, or by nationally recognized overnight mail service and addressed to the recipient party at its address given on the first page or to such other address as such party may have furnished in a notice given pursuant to this Section 17. Notices to Sublessor shall be directed to the attention of Jeanne Vicari, Chief Financial Officer, at the Premises prior to the Commencement Date and, after the Commencement Date, to Centerview Partners Holdings LLC, 31 West 52nd Street, 22nd Floor, New York, New York 10019, with a copy to Law Office of Jody E. Markman, PLLC, 1775 Broadway, New York, New York 10019 Attn: Jody E. Markman, Esq., and notices to Sublessee shall be directed to the attention of Timothy T. Taussig, Chief Operating Officer, with a copy to Greenberg Traurig, LLP, 200 Park Avenue, New York, New York 10166, Attn: Alan Annex, Esq. All notices shall be deemed to have been given upon receipt or rejection.

18.          Directory Listings. Subject to the terms and conditions of the Master Lease, Sublessee will be entitled to directory and suite signage in accordance with the terms and conditions of the Master Lease.

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19.          Eminent Domain. In the event that the Master Lease is terminated pursuant to the terms of Article 16 of the Master Lease, this Agreement shall terminate at the time that the Master Lease terminates. Provided Sublessee is not in default of the terms and conditions of this Agreement, after notice and beyond applicable cure periods, all compensation awarded or paid upon any total or partial taking or conveyance of the Premises or other portions of the Property shall be the sole property of Sublessee. Nothing herein contained shall be construed to preclude Sublessee from prosecuting any claim for the value of or damages to, or the cost of removal of Sublessee‘s personal property and moving expenses.

20.           Damage or Destruction bv Fire. If the Premises or the Building of which it forms a part are damaged or destroyed by fire or other casualty, Sublessor shall have no obligation to rebuild or restore the Premises and no liability whatsoever for loss of life, or injury to persons or property, or for lost profits or loss of this Sublease should Master Landlord elect not to rebuild or restore the Premises or any part of the Building of which it forms a part. The rebuilding or restoration of the Premises and any abatement of rent, if any, shall be determined in accordance with the terms and provisions of the Master Lease. Sublessee hereby waives the provisions of Section 227 of the Real Property Law and agrees that the provisions of this Section 20 shall govern and control in lieu thereof.

21.          Estoppel Certificates and Subordination Documents. Sublessee shall timely execute and deliver any estoppel certificate required to be given under the Master Lease as incorporated herein, or any subordination or attornment instrument required to be executed under the Master Lease, as incorporated herein. Failure to do so shall be deemed a default under this Agreement.

22.          Utilities. Sublessor shall have no obligation to provide any utilities to Sublessee or to the Premises. Sublessor makes no representations about the availability or adequacy of such utilities. Sublessee shall be liable for all taxes levied or assessed against any personal property or fixtures placed in the Premises by Sublessee (expressly excluding the items listed on Exhibit B hereto) and Sublessee‘s obligations with respect to the payment of taxes pursuant to this Article 22 shall survive the expiration or earlier termination of this Sublease. None of the Basic Rent or Additional Rent, nor any of Sublessee‘s other obligations under any provisions of this Agreement, shall be affected by any decrease in, interruption or failure of, or interference with any utilities or services used, rendered or supplied to, upon or in connection with the Premises by any cause whatsoever, except to the extent provided to the tenant pursuant to the Master Lease.

23.          Limitation on Liability. Sublessee hereby agrees that no partner, trustee, director, shareholder, officer, employee or agent of Sublessor shall ever be personally liable for any damages, rent, costs, judgments, orders or executions arising under or as a result of this Sublease. Sublessor hereby agrees that no partner, trustee, director, shareholder, officer, employee or agent of Sublessee shall ever be personally liable for any damages, rent, costs, judgments, orders or executions arising under or as a result of this Sublease.

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24.          Miscellaneous. This Agreement contains the entire agreement of the parties with respect to the transactions contemplated hereby, supersedes all prior agreements or understandings with respect to the subject matter hereof, and may not be changed or modified in any way unless such change or modification is in writing and signed by the party to be bound. Neither Sublessor nor Sublessee has made any representations or warranties with respect to this Agreement except as herein expressly set forth. This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective permitted successors and assigns. The headings in this Agreement are for convenience only and shall not be used in construing the intention of the parties. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

25.          No Offer to Lease. This Agreement shall not be binding until (a) it shall have been executed and delivered by Sublessor and Sublessee, and (b) Sublessor shall have received four duplicate original copies of this Sublease fully executed by all parties hereto. Sublessee and Sublessor each acknowledge that it is not relying on any warranty or representation not contained in this Sublease.

26.           Estoppel: Sublessor‘s Performance Under Master Lease.

A.           Sublessor represents that (i) it has paid all rent and additional rent due and payable pursuant to the Master Lease as of the date of this Sublease, (ii) no event has occurred which is, or with the giving of notice or passage of time, or both, will become, a condition of limitation under the Master Lease, on the part of either Sublessor or the Master Landlord, (iii) it is currently the tenant under the Master Lease, (iv) it has not received any notices of default citing any defaults under the Master Lease which remain uncured, and (v) the Master Lease, a copy of which is attached hereto as Exhibit C, represents the entire agreement with respect to the Premises between the Master Landlord and the Sublessor.

B.           Sublessor will duly observe and perform every term and condition of the Master Lease to the extent that such term and condition is not provided in this Sublease to be observed or performed by Sublessee. Sublessor shall not enter into any modification or amendment to or of the Master Lease or take any other action which results in the modification, surrender or cancellation of the Master Lease without the prior written consent of Sublessee. Any modification, amendment, agreement, surrender or cancellation made without such consent shall have no effect on the rights or obligations of the Sublessee under this Sublease.

27.          Master Landlord‘s Consent. A. Upon execution hereof, this Sublease shall be delivered to the Master Landlord for its consent. Sublessor and Sublessee expressly acknowledge that the Master Landlord‘s consent, reasonably satisfactory to Sublessor and Sublessee, is a condition precedent to the effectiveness of this Sublease. Sublessor and Sublessee agree to use reasonable and diligent efforts to obtain the Master Landlord‘s consent hereto, and shall execute and deliver such other and further instruments and/or deliver such information as may reasonably be required to obtain the Master Landlord‘s consent to the subleasing of the Premises to Sublessee. If, for any reason, the Master Landlord‘s consent to this Sublease, reasonably satisfactory to Sublessee or Sublessor, cannot be obtained within thirty (30) days after the date hereof, Sublessee shall have the right, at any time after such thirtieth (30th) day, but prior to the date upon which the consent of the Master Landlord is obtained, to cancel this Sublease by serving written notice to the Sublessor and, in such event, (i) the parties hereto shall be released, (ii) all sums paid by Sublessee hereunder shall be returned to Sublessee and (iii) neither party hereto shall have any further liability to the other arising out of this transaction.

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B.           Sublessor acknowledges and agrees that the Master Landlord‘s consent to this Sublease shall not be acceptable to Sublessee unless such consent provides (1) that rent due under this Sublease shall be payable directly to Master Landlord in lieu of Sublessor; (2) that Sublessee shall have the right to deal with Master Landlord directly on all matters that relate to the Premises pursuant to the Master Lease; (3) a Master Landlord estoppel pursuant to section 13.6 of the Master Lease; and (4) for Master Landlord‘s waiver of subrogation with respect to Sublessee.

28.           Governing Law. This Sublease shall be governed in all respects by the laws of the State of New York.

[SIGNATURES ON NEXT PAGE]

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.

SUBLESSOR:
Centerview Partners Holdings LLC
By:	/s/ Robert Pruzan
Name: Robert Pruzan
Title: Member
SUBLESSEE:
Epoch Investment Partners, Inc.
By:	/s/ Timothy T. Taussig
Name: TIMOTHY T. TAUSSIG
Title: PRESIDENT

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EX-31.1

Exhibit 31.1

CERTIFICATE OF THE CHIEF EXECUTIVE OFFICER

OF EPOCH HOLDING CORPORATION

I, William W. Priest, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Epoch Holding Corporation (the “Registrant”) for the quarter ended September 30, 2009; and

(2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and

(3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial position, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; and

(4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

(d) disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

(5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 6, 2009	By:	/s/ William W. Priest
		William W. Priest
		Chief Executive Officer
		(Principal Executive Officer)

A signed original of this written statement required by Section 302 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.

EX-31.2

Exhibit 31.2

CERTIFICATE OF CHIEF FINANCIAL OFFICER

OF EPOCH HOLDING CORPORATION

I, Adam Borak, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Epoch Holding Corporation (the “Registrant”) for the quarter ended September 30, 2009; and

(2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and

(3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial position, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; and

(4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-5(f)) for the registrant and we have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

(d) disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

(5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 6, 2009	By:	/s/ Adam Borak
		Adam Borak
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

A signed original of this written statement required by Section 302 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT

TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report for Epoch Holding Corporation (the “Company") on Form 10-Q for the period ended September 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), William W. Priest, Chief Executive Officer of the Company, and Adam Borak, Chief Financial Officer of the Company, each certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of their knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Report.

Date: November 6, 2009	By:	/s/ William W. Priest
		William W. Priest
		Chief Executive Officer
		(Principal Executive Officer)

Date: November 6, 2009	By:	/s/ Adam Borak
		Adam Borak
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.