In accordance with Rule 0-2(d) under the Act, the undersigned, being duly sworn, deposes and says that he has duly executed the attached application for an order for, and on behalf of, the Eaton Vance ETMF Trust; that he is the Vice President of such entity; and that all actions taken by the trustees or other persons necessary to authorize deponent to execute and file such instrument this 27th day of March 2013, have been taken. Deponent further says that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.
By: /s/ Thomas E. Faust, Jr. Name: Thomas E. Faust, Jr.
Title: Chairman and Chief Executive Officer
By: /s/ Stephen W. Clarke Name:Stephen W. Clarke Title: Vice President
5/9/2013 http://www.sec.gov/Archives/edgar/data/1076598/000089843213000595/a40-app.htm
RESOLVED: That the Trust be, and it hereby is, authorized to prepare and file with the SEC an application for an exemptive order (“Order”), and any and all amendments thereto, pursuant to section 6(c) of the Investment Company Act of 1940, granting an exemption from sections 2(a)(32), 5(a)(1), 22(d) and 22 (e) of the Act and rule 22c-1 under the Act, pursuant to sections 6(c) and 17(b) of the Act from section 17(a) of the Act and pursuant to section 12(d)(1)(J) of the Act from sections 12(d)(1)(A) and 12(d)(1) (B) of the Act.
RESOLVED: That any and all actions previously taken in connection with the preparation and filing with the SEC of an application for the Order, and any and all amendments thereto, pursuant to section 6(c) of the Investment Company Act of 1940, granting an exemption from sections 2(a)(32), 5(a)(1), 22(d) and 22 (e) of the Act and rule 22c-1 under the Act, pursuant to sections 6(c) and 17(b) of the Act from section 17(a) of the Act and pursuant to section 12(d)(1)(J) of the Act from sections 12(d)(1)(A) and 12(d)(1) (B) of the Act be, and they hereby are, ratified.
RESOLVED: That each initial Trustee and officer of the Trust be, and hereby is, authorized to take any and all actions as are reasonable or necessary to obtain the Order.
RESOLVED: That each initial Trustee and officer of the Trust be, and hereby is, authorized and directed to do and perform any and all further acts and things which are necessary or appropriate to carry out the foregoing resolutions.
Under normal market conditions, the Initial ETMF invests primarily in value stocks of large-cap companies. Value stocks are common stocks that, in the opinion of the investment adviser, are inexpensive or undervalued relative to the overall stock market. The portfolio managers generally consider large-cap companies to be those having market capitalizations at or above the median capitalization of the Russell 1000 Value Index. The Initial ETMF normally invests at least 80% of its net assets in equity securities of large-cap companies. The Initial ETMF may invest up to 25% of its total assets in foreign securities, some of which may be located in emerging market countries. The Initial ETMF may lend its securities.
The Initial ETMF’s investment decisions are made primarily on the basis of fundamental research. The portfolio managers utilize information provided by, and the expertise of, the investment adviser’s research staff in making investment decisions. In selecting investments to buy, the portfolio managers consider, among other factors, a company’s earnings or cash flow capabilities, dividend prospects, financial strength, growth potential, strength of business franchises and management team, sustainability of competitive advantages and estimates of fair value. The portfolio managers may sell an investment when their price target for the investment is reached, the fundamentals of the company deteriorate or to pursue more attractive investment options. The portfolio managers seek to manage investment risk by maintaining broad issuer and industry diversification among the Initial ETMF’s holdings, and by utilizing fundamental analysis to understand and monitor the principal risks of portfolio investments.
A-1
5/9/2013 http://www.sec.gov/Archives/edgar/data/1076598/000089843213000595/a40-app.htm
RIN 3235-AJ60
Exchange-Traded Funds
AGENCY: Securities and Exchange Commission. ACTION: Proposed rule.
SUMMARY: The Securities and Exchange Commission (“Commission” or “SEC”) is proposing a new rule under the Investment Company Act of 1940 that would exempt exchange-traded funds (“ETFs”) from certain provisions of that Act and our rules. The rule would permit certain ETFs to begin operating without the expense and delay of obtaining an exemptive order from the Commission. The rule is designed to eliminate unnecessary regulatory burdens, and to facilitate greater competition and innovation among ETFs. The Commission also is proposing amendments to our disclosure form for open-end investment companies, Form N-1A, to provide more useful information to investors who purchase and sell ETF shares on national securities exchanges. In addition, the Commission is proposing a new rule to allow mutual funds (and other types of investment companies) to invest in ETFs to a greater extent than currently permitted under the Investment Company Act.
subject line; or
• Use the Federal eRulemaking Portal (http://www.regulations.gov). Follow the
instructions for submitting comments. Paper Comments:
• Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and
Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090.
All submissions should refer to File Number S7-07-08. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s Internet Web site (http://www.sec.gov/rules/proposed.shtml). Comments are also available for public inspection and copying in the Commission’s Public Reference Room, 100 F Street, NE, Washington, DC 20549, on official business days between the hours of 10:00 am and 3:00 pm. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.
FOR FURTHER INFORMATION CONTACT: With respect to proposed rule 6c-11 and amendments to Form N-1A, Dalia Osman Blass, Senior Counsel, or Penelope Saltzman, Acting Assistant Director, (202) 551-6792, with respect to proposed rule 12d1-4 and proposed
amendments to rule 12d1-2, Adam Glazer, Senior Counsel, or Penelope Saltzman, Acting Assistant Director, (202) 551-6792, Office of Regulatory Policy, Division of Investment Management, Securities and Exchange Commission, 100 F Street, NE, Washington, DC
new rules 6c-11 [17 CFR 270.6c-11] and 12d1-4 [17 CFR 270.12d1-4] and amendments to rule 12d1-2 [17 CFR 270.12d1-2] under the Investment Company Act of 1940 (“Investment
Company Act” or “Act”),1 and amendments to Form N-1A2 under the Investment Company Act
and the Securities Act of 1933 (the “Securities Act”).3