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As filed with the Securities and Exchange Commission on October 11, 2012 |
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Securities Act File No. 333-123257 |
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Investment Company Act File No. 811-10325 |
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United States Securities and Exchange Commission |
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Washington, D.C. 20549 |
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FORM N-1A |
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Registration Statement Under the Securities Act of 1933 |
x |
Pre-Effective Amendment No. |
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Post Effective Amendment No. 864 |
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and/or |
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Registration Statement Under the Investment Company Act of 1940 |
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Amendment No. 868 |
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MARKET VECTORS ETF TRUST |
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(Exact Name of Registrant as Specified in its Charter) |
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335 Madison Avenue, 19th Floor |
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New York, New York 10017 |
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(Address of Principal Executive Offices) |
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(212) 293-2000 |
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Registrants Telephone Number |
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Joseph J. McBrien, Esq. |
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Senior Vice President and General Counsel |
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Van Eck Associates Corporation |
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335 Madison Avenue, 19th Floor |
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New York, New York 10017 |
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(Name and Address of Agent for Service) |
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Copy to: |
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Stuart M. Strauss, Esq. |
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Dechert LLP |
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1095 Avenue of the Americas |
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New York, New York 10036 |
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Approximate Date of
Proposed Public Offering: As soon as practicable after the effective date of
this |
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IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX) |
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Immediately upon filing pursuant to paragraph (b) |
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On November 9, 2012 pursuant to paragraph (b) |
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60 days after filing pursuant to paragraph (a)(1) |
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On [date] pursuant to paragraph (a)(1) |
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75 days after filing pursuant to paragraph (a)(2) |
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On [date] pursuant to paragraph (a)(2) of rule 485 |
IF APPROPRIATE, CHECK THE FOLLOWING BOX: |
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x |
This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
EXPLANATORY NOTE
The sole purpose of this filing is to delay the effectiveness of the Trusts Post-Effective Amendment No. 370 to its Registration Statement until November 9, 2012. Parts A and B of Registrants Post-Effective Amendment No. 370 under the Securities Act of 1933 and No. 374 under the Investment Company Act of 1940, filed on May 20, 2011 are incorporated by reference herein.
PART C: OTHER INFORMATION
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Item 28. |
Exhibits: |
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(a) |
Amended and Restated Declaration of Trust. |
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(b) |
Amended and Restated Bylaws of the Trust. >>>> |
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(c) |
Not applicable. |
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(d)(1) |
Form of Investment Management Agreement between the Trust and Van Eck Associates Corporation (with respect to Market VectorsGold Miners ETF).* |
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(d)(2) |
Form of Investment Management Agreement between the Trust and Van Eck Associates Corporation (with respect to all portfolios except for Market VectorsGold Miners ETF).*** |
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(d)(3) |
Form of Investment Management Agreement between the Trust and Van Eck Associates Corporation (with respect to certain municipal portfolios). ### |
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(e)(1) |
Form of Distribution Agreement between the Trust and Van Eck Securities Corporation.** |
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(e)(2) |
Form of Participant Agreement.* |
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(f) |
Not applicable. |
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(g) |
Form of Custodian Agreement between the Trust and The Bank of New York.* |
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(h)(1) |
Form of Fund Accounting Agreement between the Trust and The Bank of New York.* |
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(h)(2) |
Form of Transfer Agency Services Agreement between the Trust and The Bank of New York.* |
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(h)(3) |
Form of Sub-License Agreement between the Trust and the Van Eck Associates Corp.* |
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(i)(1) |
Opinion and consent of Clifford Chance US LLP (with respect to Market VectorsEnvironmental Services ETF, Market VectorsGold Miners ETF and Market VectorsSteel ETF).*** |
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(i)(2) |
Opinion of Clifford Chance US LLP (with respect to Market VectorsGlobal Alternative Energy ETF and Market VectorsRussia ETF).**** |
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(i)(3) |
Opinion of Clifford Chance US LLP (with respect to Market VectorsGlobal Agribusiness ETF and Market VectorsGlobal Nuclear Energy ETF).***** |
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(i)(4) |
Opinion of Clifford Chance US LLP (with respect to Market VectorsLehman Brothers Intermediate Municipal ETF, Market VectorsLehman Brothers Long Municipal ETF, Market VectorsLehman Brothers 1-5 Year Municipal ETF, Market VectorsLehman Brothers Non-Investment Grade Municipal ETF, Market VectorsLehman Brothers California Municipal ETF and Market VectorsLehman Brothers New York Municipal ETF).****** |
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(i)(5) |
Opinion of Clifford Chance US LLP (with respect to Market VectorsCoal ETF and Market VectorsGaming ETF). |
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(i)(6) |
Opinion of Clifford Chance US LLP (with respect to Market VectorsLehman Brothers AMT-Free Massachusetts Municipal Index ETF, Market VectorsLehman Brothers AMT-Free New Jersey Municipal Index ETF, Market VectorsLehman Brothers AMT-Free Ohio Municipal Index ETF and Market VectorsLehman Brothers AMT-Free Pennsylvania Municipal Index ETF). |
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(i)(7) |
Opinion of Clifford Chance US LLP (with respect to Market VectorsHard Assets ETF and Market VectorsSolar Energy ETF). |
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(i)(8) |
Opinion and consent of Clifford Chance US LLP with respect to Market VectorsAfrica Index ETF, Market VectorsEmerging Eurasia Index ETF, Market VectorsGlobal Frontier Index ETF and Market VectorsGulf States Index ETF). |
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(i)(9) |
Consent of Clifford Chance US LLP (with respect to Market VectorsLehman Brothers High-Yield Municipal Index ETF). |
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(i)(10) |
Opinion and consent of Clifford Chance US LLP (with respect to Market Vectors Indonesia Index ETF). |
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(i)(11) |
Opinion and consent of Clifford Chance US LLP (with respect to Market Vectors Vietnam ETF). |
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(i)(12) |
Opinion and consent of Clifford Chance US LLP (with respect to Market Vectors Pre-Refunded Municipal Index ETF). |
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(i)(13) |
Opinion and consent of Dechert LLP (with respect to Market Vectors Egypt Index ETF).^^^^ |
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(i)(14) |
Opinion and consent of Dechert LLP (with respect to Market Vectors Kuwait Index ETF).^^^^ |
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(i)(15) |
Opinion and consent of Dechert LLP (with respect to Market Vectors Latin America Small-Cap Index ETF). ^^^^^ |
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(i)(16) |
Opinion and consent of Dechert LLP (with respect to Market Vectors China ETF).^ |
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(i)(17) |
Opinion and consent of Clifford Chance US LLP (with respect to Market Vectors Brazil Small-Cap ETF). |
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(i)(18) |
Opinion and consent of Dechert LLP (with respect to Market Vectors Junior Gold Miners ETF).^^ |
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(i)(19) |
Opinion and consent of Dechert LLP (with respect to Market Vectors Poland ETF).^^^ |
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(i)(20) |
Opinion and consent of Dechert LLP (with respect to Market Vectors India Small-Cap Index ETF).# |
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(i)(21) |
Opinion and consent of Dechert LLP (with respect to Market Vectors Emerging Markets |
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Local Currency Bond ETF).## |
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(i)(22) |
Opinion and consent of Dechert LLP (with respect to Market Vectors GDP International Equity ETF and Market Vectors GDP Emerging Markets Equity ETF). §§§ |
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(i)(23) |
Opinion and consent of Dechert LLP (with respect to Market Vectors Investment Grade Floating Rate Bond ETF). ## |
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(i)(24) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors MLP ETF). >>>>> |
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(i)(25) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Rare Earth/Strategic Metals ETF). #### |
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(i)(26) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors LatAm Aggregate Bond ETF). § |
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(i)(27) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors High Yield Floating Rate ETF). >>>>> |
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(i)(28) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Fixed Income II ETF). >>>>> |
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(i)(29) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Colombia ETF). ##### |
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(i)(30) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors CM Commodity Index ETF). >>>>> |
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(i)(31) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Russia Small-Cap ETF). ###### |
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(i)(32) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Germany Small-Cap ETF). ###### |
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(i)(33) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Germany Mid-Cap ETF). >>>>> |
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(i)(34) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors CEF Municipal Income ETF). §§ |
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(i)(35) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors GDP Emerging Markets Small-Cap Equity ETF). >>>>> |
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(i)(36) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Japanese Bond ETF). >>>>> |
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(i)(37) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors European Currency High Yield Bond ETF). < |
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(i)(38) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors European Sovereign |
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Bond ETF). >>>>> |
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(i)(39) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Business Development Company/Specialty Finance ETF). >>>>> |
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(i)(40) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Asia ex-Japan Aggregate Bond ETF). >>>>> |
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(i)(41) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Mortgage REIT Income ETF). §§§ |
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(i)(42) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors International High Yield Bond ETF). <<<<< |
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(i)(43) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Business Development Company ETF). >>>>> |
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(i)(44) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Mongolia ETF). >>>>> |
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(i)(45) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Nigeria ETF). >>>>> |
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(i)(46) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Greater China Corporate Bond ETF). >>>>> |
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(i)(47) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Greater China High Yield Bond ETF). >>>>> |
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(i)(48) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Renminbi Bond ETF). §§§§§ |
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(i)(49) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Biotech ETF, Market Vectors Bank and Brokerage ETF, Market Vectors Oil Services ETF, Market Vectors Pharmaceutical ETF, Market Vectors Retail ETF and Market Vectors Semiconductor ETF). << |
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(i)(50) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Indonesia Small-Cap ETF). <<<< |
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(i)(51) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Yuan Bond ETF). >>>>> |
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(i)(52) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Unconventional Oil & Gas ETF). <<< |
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(i)(53) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Nigeria-Focused Western Africa ETF). >>> |
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(i)(54) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Morningstar Wide Moat Research ETF). >> |
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(i)(55) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Emerging Markets High Yield Bond ETF). > |
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(i)(56) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Global High Yield Bond ETF). >>>>> |
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(i)(57) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Global High Yield US$ Bond ETF). >>>>> |
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(i)(58) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Global Fallen Angel Bond ETF). >>>>> |
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(i)(59) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Fallen Angel High Yield Bond ETF). > |
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(i)(60) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors International US$ High Yield Bond ETF). >>>>> |
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(i)(61) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Global Chemicals ETF). >>>>> |
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(i)(62) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Preferred Securities ex Financials ETF). >>>> |
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(i)(63) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Saudi Arabia ETF). >>>>> |
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(i)(64) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Saudi Arabia Small-Cap ETF). >>>>> |
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(i)(65) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Short High-Yield Municipal Index ETF). >>>>> |
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(i)(66) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Emerging Markets USD Aggregate Bond ETF). >>>>> |
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(i)(67) |
Opinion and Consent of Dechert LLP (with respect to Market Vectors Emerging Markets Aggregate Bond ETF). >>>>> |
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(j) |
Not applicable. |
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(k) |
Not applicable. |
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(l) |
Not applicable. |
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(m) |
Not applicable. |
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(n) |
Not applicable. |
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(o) |
Not applicable. |
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(p)(1) |
Code of Ethics. |
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(q) |
Power of Attorney for Peter J. Sidebottom. ± |
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* |
Incorporated by reference to the Registrants Registration Statement filed on April 28, 2006. |
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** |
Incorporated by reference to the Registrants Registration Statement filed on May 11, 2006. |
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*** |
Incorporated by reference to the Registrants Registration Statement filed on October 6, 2006. |
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**** |
Incorporated by reference to the Registrants Registration Statement filed on April 9, 2007. |
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***** |
Incorporated by reference to the Registrants Registration Statement filed on July 30, 2007. |
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****** |
Incorporated by reference to the Registrants Registration Statement filed on November 2, 2007. |
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Incorporated by reference to the Registrants Registration Statement filed on December 31, 2007. |
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Incorporated by reference to the Registrants Registration Statement filed on February 15, 2008. |
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Incorporated by reference to the Registrants Registration Statement filed on April 21, 2008. |
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Incorporated by reference to the Registrants Registration Statement filed on July 8, 2008. |
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Incorporated by reference to the Registrants Registration Statement filed on August 8, 2008. |
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Incorporated by reference to the Registrants Registration Statement filed on November 25, 2008. |
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Incorporated by reference to the Registrants Registration Statement filed on December 23, 2008. |
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Incorporated by reference to the Registrants Registration Statement filed on January 28, 2009. |
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Incorporated by reference to the Registrants Registration Statement filed on February 6, 2009. |
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Incorporated by reference to the Registrants Registration Statement filed on April 21, 2009. |
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Incorporated by reference to the Registrants Registration Statement filed on May 8, 2009. |
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^ |
Incorporated by reference to the Registrants Registration Statement filed on September 4, 2009. |
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^^ |
Incorporated by reference to the Registrants Registration Statement filed on November 9, 2009. |
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^^^ |
Incorporated by reference to the Registrants Registration Statement filed on November 20, 2009. |
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^^^^ |
Incorporated by reference to the Registrants Registration Statement filed on February 16, 2010. |
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^^^^^ |
Incorporated by reference to the Registrants Registration Statement filed on March 29, 2010. |
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# |
Incorporated by reference to the Registrants Registration Statement filed on April 5, 2010. |
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## |
Incorporated by reference to the Registrants Registration Statement filed on June 28, 2010. |
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### |
Incorporated by reference to the Registrants Registration Statement filed on August 27, 2010. |
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#### |
Incorporated by reference to the Registrants Registration Statement filed on October 20, 2010. |
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##### |
Incorporated by reference to the Registrants Registration Statement filed on March 4, 2011. |
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###### |
Incorporated by reference to the Registrants Registration Statement filed on April 1, 2011. |
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§ |
Incorporated by reference to the Registrants Registration Statement filed on May 10, 2011. |
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§§ |
Incorporated by reference to the Registrants Registration Statement filed on July 7, 2011. |
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§§§ |
Incorporated by reference to the Registrants Registration Statement filed on August 15, 2011. |
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§§§§ |
Incorporated by reference to the Registrants Registration Statement filed on August 24, 2011. |
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§§§§§ |
Incorporated by reference to the Registrants Registration Statement filed on October 11, 2011. |
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< |
Incorporated by reference to the Registrants Registration Statement filed on October 26, 2011. |
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<< |
Incorporated by reference to the Registrants Registration Statement filed on October 31, 2011. |
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<<< |
Incorporated by reference to the Registrants Registration Statement filed on February 8, 2012. |
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<<<< |
Incorporated by reference to the Registrants Registration Statement filed on March 14, 2012. |
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<<<<< |
Incorporated by reference to the Registrants Registration Statement filed on March 29, 2012. |
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> |
Incorporated by reference to the Registrants Registration Statement filed on April 3, 2012. |
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>> |
Incorporated by reference to the Registrants Registration Statement filed on April 13, 2012. |
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>>> |
Incorporated by reference to the Registrants Registration Statement filed on May 17, 2012. |
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>>>> |
Incorporated by reference to the Registrants Registration Statement filed on July 5, 2012. |
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>>>>> |
To be filed by amendment. |
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± |
Filed herewith. |
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Item 29. |
Persons Controlled by or Under Common Control with Registrant |
None.
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Item 30. |
Indemnification |
Pursuant to Section 10.2 of the Amended and Restated Declaration of Trust, all persons that are or have been a Trustee or officer of the Trust (collectively, the Covered Persons) shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit, or proceeding in which he or she becomes involved as a party or otherwise by virtue of his being or having been a Trustee or officer and against amounts paid or incurred by him in the settlement thereof. No indemnification will be provided to a Covered Person who shall have been adjudicated by a court or body before which the proceeding was brought to be liable to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office or not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust; or in the event of a settlement, unless there has been a determination that such Trustee or officer did not engage in willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office.
Article XII of the Trusts Bylaws, to the maximum extent permitted by Delaware law in effect from time to time, the Trust shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former trustee or officer of the Trust and who is made a party to the proceeding by reason of his or her service in that capacity or (b) any individual who, while a director of the Trust and at the request of the Trust, serves or has served as a trustee, officer, partner or trustee of another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made a party to the proceeding by reason of his or her service in that capacity. The Trust may, with the approval of its Board of Trustees, provide such indemnification and advance for expenses to a person who served a predecessor of the Trust in any of the capacities described in (a) or (b) above and to any employee or agent of the Trust or a predecessor of the Trust; provided that no provision of Article XII shall be effective to protect or purport to protect any trustee or officer of the Trust against liability to the Trust or its stockholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
The Trust has agreed to indemnify and hold harmless the Trustees against any and all expenses actually and reasonably incurred by the Trustee in any proceeding arising out of or in connection with the Trustees service to the Trust, to the fullest extent permitted by the Amended and Restated Agreement and Declaration of Trust and Bylaws of the Fund and Title 12, Part V, Chapter 38 of the Delaware Code, and applicable law.
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Item 31. |
Business and Other Connections of Investment Manager |
See Management in the Statement of Additional Information. Information as to the directors and officers of the Adviser is included in its Form ADV filed with the SEC and is incorporated herein by reference thereto.
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Item 32. |
Principal Underwriters |
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(a) |
Van Eck Securities Corporation is the Trusts principal underwriter. Van Eck Securities Corporation also acts as a principal underwriter, depositor, or investment manager for the following other investment companies: each series of Van Eck Funds and Van Eck VIP Trust. |
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(b) |
The following is a list of the officers, directors and partners of Van Eck Securities Corporation: |
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Name and Principal |
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Positions and Offices |
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Positions and Offices with |
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Jan F. van
Eck |
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Director and President |
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President, Chief Executive Officer and Trustee |
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Joseph J.
McBrien |
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Director, Senior Vice President, General Counsel and Secretary |
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Senior Vice President, Secretary and Chief Legal Officer |
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Bruce J.
Smith |
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Director, Senior Vice President, Chief Financial Officer, Treasurer and Controller |
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Senior Vice President |
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Susan Marino |
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Senior Vice President |
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N/A |
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Harvey
Hirsch |
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Senior Vice President |
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N/A |
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John J.
Crimmins |
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Vice President |
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Vice President, Treasurer, Chief Financial Officer and Principal Accounting Officer |
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Susan C.
Lashley |
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Vice President |
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Vice President |
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Jonathan R.
Simon |
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Vice President, Associate General Counsel and Assistant Secretary |
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Vice President and Assistant Secretary |
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Thomas K.
Lynch |
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Vice President and Chief Compliance Officer |
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Chief Compliance Officer |
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John Wolfe |
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Vice President and Chief Administrative Officer |
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N/A |
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Laura I.
Martinez |
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Assistant Vice President and |
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Assistant Vice President and |
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Name and Principal |
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Positions and Offices |
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Positions and Offices with |
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New York, NY 10017 |
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Assistant Secretary |
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Assistant Secretary |
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Wu-Kwan Kit |
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Assistant Vice President and Assistant Secretary |
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Assistant Vice President and Assistant Secretary |
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Glenn Smith |
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Vice President |
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N/A |
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Allison
Lovett |
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Vice President |
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N/A |
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Patrick
Lulley |
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Vice President |
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N/A |
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Bryan S.
Paisley |
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Assistant Vice President |
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N/A |
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Item 33. |
Location of Accounts and Records |
All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the Rules thereunder will be maintained at the offices of The Bank of New York Mellon, 101 Barclay Street, New York, New York 10286.
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Item 34. |
Management Services |
Not applicable.
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Item 35. |
Undertakings |
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York on the 11th day of October 2012.
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MARKET VECTORS ETF TRUST |
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By: |
/s/ Jan F. van Eck |
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Name: Jan F. van Eck |
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Title: President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following person in the capacities and on the date indicated.
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/s/ David H. Chow* |
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Trustee |
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October 11, 2012 |
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David H. Chow |
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/s/ R. Alastair Short* |
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Trustee |
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October 11, 2012 |
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R. Alastair Short |
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|
|
|
/s/ Peter J. Sidebottom*,** |
|
Trustee |
|
October 11, 2012 |
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|
|
|
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Peter J. Sidebottom |
|
|
|
|
/s/ Richard D. Stamberger* |
|
Trustee |
|
October 11, 2012 |
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|
|
|
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Richard D. Stamberger |
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|
|
|
/s/ Jan F. van Eck |
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President,
Chief Executive |
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October 11, 2012 |
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|
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|
|
Jan F. van Eck |
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|
|
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/s/ Bruce J. Smith |
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Chief Financial Officer |
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October 11, 2012 |
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|
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Bruce J. Smith |
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*By: |
/s/ Jonathan R. Simon |
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Jonathan R. Simon |
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Attorney-in-Fact |
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** Pursuant to a power of attorney filed herewith. |
EXHIBIT INDEX
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(q) |
Power of Attorney |