As filed with the Securities and Exchange Commission on September 29, 2008
SECURITIES ACT FILE NO. 333-134551
INVESTMENT COMPANY ACT FILE NO. 811-21906
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|
Pre-Effective Amendment No. |_|
Post Effective Amendment No. 64 |X|
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|
Amendment No. 67 |X|
(Check appropriate box or boxes)
|
CLAYMORE EXCHANGE-TRADED FUND TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
2455 CORPORATE WEST DRIVE
LISLE, ILLINOIS 60532
(Address of Principal Executive
Offices)
(630) 505-3700
Registrant's Telephone Number
KEVIN ROBINSON, ESQ.
CLAYMORE ADVISORS, LLC
2455 CORPORATE WEST DRIVE
LISLE, ILLINOIS 60532
(Name and Address of Agent for Service)
Copy to:
STUART M. STRAUSS, ESQ.
CLIFFORD CHANCE US LLP
31 WEST 52ND STREET
NEW YORK, NEW YORK 10019
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX)
_________ IMMEDIATELY UPON FILING PURSUANT TO PARAGRAPH (B) OF RULE 485.
____X____ ON SEPTEMBER 30, 2008 PURSUANT TO PARAGRAPH (B) OF RULE 485.
_________ 60 DAYS AFTER FILING PURSUANT TO PARAGRAPH (A)(1) OF RULE 485.
_________ ON [DATE] PURSUANT TO PARAGRAPH (A) OF RULE 485.
_________ 75 DAYS AFTER FILING PURSUANT TO PARAGRAPH (A)(2) OF RULE 485.
_________ ON [DATE] PURSUANT TO PARAGRAPH (A) OF RULE 485.
[LOGO]
CLAYMORE(SM)
PROSPECTUS
MZN Claymore/Morningstar Information
Super Sector Index ETF
MZO Claymore/Morningstar Services
Super Sector Index ETF
MZG Claymore/Morningstar
Manufacturing Super Sector
Index ETF
UBD Claymore U.S. Capital Markets
Bond ETF
ULQ Claymore U.S. Capital Markets
Micro-Term Fixed Income ETF
UEM Claymore U.S.-1 - The Capital
Markets Index ETF
IRO Claymore/Zacks Dividend
Rotation ETF
ETF [LOGO] EXCHANGE-TRADED FUNDS
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Claymore
Exchange-TRADED
Fund Trust
September 30, 2008
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The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.
TABLE OF CONTENTS
Page
Introduction--Claymore Exchange-Traded Fund Trust 3
Who Should Invest 3
Tax-Advantaged Product Structure 4
Claymore/Morningstar Information Super Sector Index ETF 5
Claymore/Morningstar Services Super Sector Index ETF 12
Claymore/Morningstar Manufacturing Super Sector Index ETF 18
Claymore U.S. Capital Markets Bond ETF 25
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF 33
Claymore U.S.-1 - The Capital Markets Index ETF 40
Claymore/Zacks Dividend Rotation ETF 49
Secondary Investment Strategies 55
Additional Risk Considerations 56
Investment Advisory Services 57
Purchase and Redemption of Shares 61
How to Buy and Sell Shares 63
Frequent Purchases and Redemptions 68
Fund Service Providers 68
Index Providers 68
Disclaimers 69
Federal Income Taxation 71
Other Information 73
Financial Highlights 74
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No dealer, salesperson or any other person has been authorized to give any
information or to make any representations, other than those contained in this
Prospectus, in connection with the offer contained in this Prospectus and, if
given or made, such other information or representations must not be relied upon
as having been authorized by the Funds, Claymore Advisors, LLC, the Funds'
investment adviser (the "Investment Adviser"), or the Funds' distributor,
Claymore Securities, Inc. This Prospectus does not constitute an offer by the
Funds or by the Funds' distributor to sell or a solicitation of an offer to buy
any of the securities offered hereby in any jurisdiction to any person to whom
it is unlawful for the Funds to make such an offer in such jurisdiction.
2 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Introduction--Claymore Exchange-Traded Fund Trust
The Claymore Exchange-Traded Fund Trust (the "Trust") is an investment company
currently consisting of 20 separate exchange-traded "index funds." The
investment objective of each of the funds is to replicate as closely as
possible, before fees and expenses, the performance of a specified market index.
Claymore Advisors, LLC is the investment adviser for the funds (the "Investment
Adviser").
This prospectus relates to seven funds of the Trust, Claymore/Morningstar
Information Super Sector Index ETF, Claymore/Morningstar Services Super Sector
Index ETF, Claymore/Morningstar Manufacturing Super Sector Index ETF, Claymore
U.S. Capital Markets Bond ETF, Claymore U.S. Capital Markets Micro-Term Fixed
Income ETF, Claymore U.S.-1 - The Capital Markets Index ETF and Claymore/Zacks
Dividend Rotation ETF (each a "Fund" and, together, the "Funds").
The shares ("Shares") of the Claymore/Morningstar Information Super Sector Index
ETF, Claymore/Morningstar Services Super Sector Index ETF and
Claymore/Morningstar Manufacturing Super Sector Index ETF are listed and traded
on the NYSE Arca, Inc. (the "NYSE Arca"). The Shares of the Claymore U.S.
Capital Markets Bond ETF, Claymore U.S. Capital Markets Micro-Term Fixed Income
ETF, Claymore U.S.-1 - The Capital Markets Index ETF and Claymore/Zacks Dividend
Rotation ETF are listed and traded on the American Stock Exchange LLC (the
"AMEX"). The Funds' Shares will trade at market prices that may differ to some
degree from the net asset value ("NAV") of the Shares. Unlike conventional
mutual funds, the Funds issue and redeem Shares on a continuous basis, at NAV,
only in large specified blocks of Shares set forth in the table below, each of
which is called a "Creation Unit." Creation Units are issued and redeemed
principally in-kind for securities included in a specified index. Except when
aggregated in Creation Units, Shares are not redeemable securities of the Funds.
FUND(S) CREATION UNIT SIZE
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Claymore U.S.-1 - The Capital Markets Index ETF 200,000 Shares
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Claymore/Morningstar Information Super Sector Index ETF;
Claymore/Morningstar Services Super Sector Index ETF;
Claymore/Morningstar Manufacturing Super Sector Index ETF 150,000 Shares
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Claymore U.S. Capital Markets Bond ETF;
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF 100,000 Shares
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Claymore/Zacks Dividend Rotation ETF 50,000 Shares
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Who Should Invest
The Funds are designed for investors who seek a relatively low-cost "passive"
approach for investing in a portfolio of equity securities of companies in a
specified index. The Funds may be suitable for long-term investment in the
market represented by a specified index and may also be used as an asset
allocation tool or as a speculative trading instrument.
PROSPECTUS | 3
Tax-Advantaged Product Structure
Unlike interests in many conventional mutual funds, the Shares are traded
throughout the day on national securities exchanges, whereas mutual fund
interests are typically only bought and sold at closing net asset values. The
Shares have been designed to be tradable in the secondary market on a national
securities exchange on an intra-day basis, and to be created and redeemed
principally in-kind in Creation Units at each day's next calculated NAV. These
arrangements are designed to protect ongoing shareholders from adverse effects
on the Funds' portfolios that could arise from frequent cash creation and
redemption transactions. In a conventional mutual fund, redemptions can have an
adverse tax impact on taxable shareholders because of the mutual fund's need to
sell portfolio securities to obtain cash to meet fund redemptions. These sales
may generate taxable gains for the shareholders of the mutual fund, whereas the
Shares' in-kind redemption mechanism generally will not lead to a tax event for
the Funds or their ongoing shareholders.
4 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Claymore/Morningstar Information Super Sector Index ETF
Investment Objective
The Fund seeks investment results that correspond generally to the performance,
before the Fund's fees and expenses, of an equity index called the Morningstar
Information Super Sector Index (the "Information Super Sector Index" or
"Index"). The Fund's investment objective is not fundamental and may be changed
by the Board of Trustees without shareholder approval.
Primary Investment Strategies
The Fund, using a low cost "passive" or "indexing" investment approach, seeks to
replicate, before fees and expenses, the performance of the Information Super
Sector Index. The Index is designed to identify and track companies in
industries that support and facilitate the exchange of ideas and information as
a basis for commerce. Eligible Index securities include the total investable
universe of the software, hardware, media and telecommunications sectors.
Morningstar Inc. ("Morningstar" or the "Index Provider") classifies companies
into the industry that best reflects each company's underlying business
activities based on the largest source of revenue and income. Industry
classification is based on publicly available information about each company,
and is primarily obtained from such company's annual report and Form 10-K. The
securities in the universe are selected using a proprietary methodology
developed by Morningstar. The Fund will at all times invest at least 90% of its
total assets in securities that comprise the Index and investments that have
economic characteristics that are substantially identical to the economic
characteristics of the component securities that comprise the Index. The Fund
has adopted a policy that requires the Fund to provide shareholders with at
least 60 days notice prior to any material change in this policy or the Index.
The Board of Trustees of the Trust may change the Fund's investment strategy and
other policies without shareholder approval, except as otherwise indicated.
The Investment Adviser seeks a correlation over time of 0.95 or better between
the Fund's performance and the performance of the total return of the Index less
any expenses or distributions. A figure of 1.00 would represent perfect
correlation.
The Fund generally will invest in all of the stocks comprising the Index in
proportion to their weightings in the Index. However, under various
circumstances, it may not be possible or practicable to purchase all of the
stocks in the Index in those weightings. In those circumstances, the Fund may
purchase a sample of the stocks in the Index in proportions expected by the
Investment Adviser to replicate generally the performance of the Index as a
whole. There may also be instances in which the Investment Adviser may choose to
overweight another stock in the Index, purchase (or sell) securities not in the
Index which the Investment Adviser believes are appropriate to substitute for
one or more Index components, or utilize various combinations of other available
investment techniques, in seeking to accurately track the Index. In addition,
from time to time stocks are added to or removed from the Index. The Fund may
sell stocks that are represented in
PROSPECTUS | 5
the Index or purchase stocks that are not yet represented in the Index in
anticipation of their removal from or addition to the Index.
Index Methodology
The Index is designed to identify and track companies in industries that support
and facilitate the exchange of ideas and information as a basis for commerce.
Eligible Index securities include the total investable universe of the software,
hardware, media and telecommunications sectors. Morningstar classifies companies
into the industry that best reflects each company's underlying business
activities based on the largest source of revenue and income. Industry
classification is based on publicly available information about each company,
and is primarily obtained from a company's annual report and Form 10-K. As of
the date of this prospectus, the Index includes companies with capitalizations
between $300 million and $300 billion, which includes small-, mid- and
large-capitalization companies as defined by Morningstar. Morningstar rebalances
the number of free float shares of each constituent security in the Index
quarterly in March, June, September, and December. Immediate rebalancing occurs
if two constituents merge or a company's free float changes by 10% or more. The
Index is reconstituted twice annually in June and December.
Index Construction
Morningstar's Super Sector Index structure represents a unique way to classify
companies based on the broad economic spheres in which they
operate--manufacturing, service, and information. This organization of sectors
is designed to mimic the way economies evolve from dependence on the production
of physical products to the delivery of services, which culminates in the
exchange of information.
1. Index constituents are drawn from the available pool of liquid
U.S.-domiciled stocks that trade on one of the three major exchanges, the
American Stock Exchange, NYSE, and NASDAQ. The following security types
are excluded from the Index: American depositary receipts; bulletin board
stocks; convertible notes; warrants and rights; and limited partnerships.
2. Securities that have more than ten non-trading days in the prior quarter
or that have an average daily trading volume over the preceding six months
that falls in the bottom quartile are excluded. Securities meeting all of
the above-listed criteria are considered for inclusion in the Morningstar
Sector Indexes.
3. Each company is assigned to one of 129 Morningstar industries based on the
firm's primary source of revenue. The industries are classified into one
of 12 sectors. The sectors are organized under one of three Super
Sectors--the Information Economy, the Service Economy, and the
Manufacturing Economy. All of the companies in the Information Economy
Super Sector are included in the Index.
4. Index constituents are weighted according to their free float of shares
outstanding. The free float is defined as a firm's outstanding shares
adjusted for block ownership to reflect only shares available for
investment. The types of block ownership that are considered during float
adjustment are cross ownership, government ownership, private ownership,
and restricted shares.
6 | CLAYMORE EXCHANGE-TRADED FUND TRUST
5. Morningstar rebalances the number of free float shares of each constituent
security in the Index quarterly in March, June, September, and December.
Immediate rebalancing occurs if two constituents merge or a company's free
float changes by 10% or more. The Index is reconstituted (stocks are added
or removed from the Index) twice annually in June and December.
Primary Investment Risks
Investors should consider the following risk factors and special considerations
associated with investing in the Fund, which may cause you to lose money.
Investment Risk. An investment in the Fund is subject to investment risk,
including the possible loss of the entire principal amount that you invest.
Equity Risk. A principal risk of investing in the Fund is equity risk, which is
the risk that the value of the securities held by the Fund will fall due to
general market and economic conditions, perceptions regarding the industries in
which the issuers of securities held by the Fund participate, or factors
relating to specific companies in which the Fund invests. For example, an
adverse event, such as an unfavorable earnings report, may depress the value of
equity securities of an issuer held by the Fund; the price of common stock of an
issuer may be particularly sensitive to general movements in the stock market;
or a drop in the stock market may depress the price of most or all of the common
stocks and other equity securities held by the Fund. In addition, common stock
of an issuer in the Fund's portfolio may decline in price if the issuer fails to
make anticipated dividend payments because, among other reasons, the issuer of
the security experiences a decline in its financial condition. Common stock is
subordinated to preferred stocks, bonds and other debt instruments in a
company's capital structure, in terms of priority to corporate income, and
therefore will be subject to greater dividend risk than preferred stocks or debt
instruments of such issuers. In addition, while broad market measures of common
stocks have historically generated higher average returns than fixed income
securities, common stocks have also experienced significantly more volatility in
those returns.
Software/Hardware Sector Risk. Competitive pressures may have a significant
effect on the financial condition of companies in the software and hardware
sectors. Also, many of the products and services offered by software and
hardware companies are subject to the risks of short product cycles and rapid
obsolescence. Companies in the software and hardware sectors also may be subject
to competition from new market entrants. Such companies also may be subject to
risks relating to research and development costs and the availability and price
of components. As product cycles shorten and manufacturing capacity increases,
these companies could become increasingly subject to aggressive pricing, which
hampers profitability.
Media Sector Risk. Companies engaged in design, production or distribution of
goods or services for the media industry (including television or radio
broadcasting or manufacturing, publishing, recordings and musical instruments,
motion pictures and photography) may become obsolete quickly. Media companies
are subject to risks which include cyclicality of revenues and earnings, a
decrease in the discretionary income of targeted individuals, changing consumer
tastes and interests, fierce competition in the industry and the potential for
increased government regulation. Media company revenues are dependent in large
part on advertising spending. A weakening general economy or a shift from online
to other forms of advertising may lead to a reduction in discretionary
PROSPECTUS | 7
spending on online advertising. Additionally, companies engaged in the media
industry can be significantly affected by federal deregulation of cable and
broadcasting, competitive pressures and government regulation.
Telecommunications Sector Risk. The telecommunications sector is subject to
extensive government regulation. The costs of complying with governmental
regulations, delays or failure to receive required regulatory approvals or the
enactment of new adverse regulatory requirements may adversely affect the
business of the telecommunications companies. The telecommunications sector can
also be significantly affected by intense competition, including competition
with alternative technologies such as wireless communications, product
compatibility, consumer preferences, rapid obsolescence and research and
development of new products. Other risks include those related to regulatory
changes, such as the uncertainties resulting from such companies'
diversification into new domestic and international businesses, as well as
agreements by any such companies linking future rate increases to inflation or
other factors not directly related to the actual operating profits of the
enterprise.
Non-Correlation Risk. The Fund's return may not match the return of
the Index for a number of reasons. For example, the Fund incurs a number of
operating expenses not applicable to the Index, and incurs costs in buying and
selling securities, especially when rebalancing the Fund's securities holdings
to reflect changes in the composition of the Index. Since the Index constituents
may vary on a quarterly basis, the Fund's costs associated with rebalancing may
be greater than those incurred by other exchange-traded funds that track indices
whose composition changes less frequently.
The Fund may not be fully invested at times, either as a result of cash flows
into the Fund or reserves of cash held by the Fund to meet redemptions and
expenses. If the Fund utilizes a sampling approach or futures or other
derivative positions, its return may not correlate as well with the return on
the Index, as would be the case if it purchased all of the stocks in the Index
with the same weightings as the Index.
Small and Medium-Sized Company Risk. Investing in securities of small and
medium-sized companies involves greater risk than is customarily associated with
investing in more established companies. These companies' stocks may be more
volatile and less liquid than those of more established companies. These stocks
may have returns that vary, sometimes significantly, from the overall stock
market.
License Agreement Term Risk. The Investment Adviser's license agreement with the
Index Provider to use the Index has a five-year term, and is renewable
thereafter on an annual basis. There can be no assurance that the license
agreement will be renewed or extended at the end of that term, or that the
Investment Adviser will be able to enter into another agreement with the Index
Provider to use the Index. If no agreement is entered into at the end of the
five-year term, the Investment Adviser may be required to obtain a replacement
Index Provider on behalf of the Fund.
Replication Management Risk. Unlike many investment companies, the Fund is not
"actively" managed. Therefore, it would not necessarily sell a stock because the
stock's issuer was in financial trouble unless that stock is removed from the
Index.
Issuer-Specific Changes. The value of an individual security or particular type
of security can be more volatile than the market as a whole and can perform
differently from the value of
8 | CLAYMORE EXCHANGE-TRADED FUND TRUST
the market as a whole. The value of securities of smaller issuers can be more
volatile than that of larger issuers.
Non-Diversified Fund Risk. The Fund is considered non-diversified and can invest
a greater portion of assets in securities of individual issuers than a
diversified fund. As a result, changes in the market value of a single
investment could cause greater fluctuations in share price than would occur in a
diversified fund.
Fund Performance
As of the date of this Prospectus, the Fund has not yet completed a full
calendar year of investment operations. When the Fund has completed a full
calendar year of investment operations, this section will include charts that
show annual total returns, highest and lowest quarterly returns and average
annual total returns (before and after taxes) compared to a benchmark index
selected for the Fund.
PROSPECTUS | 9
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund. Investors purchasing Shares in the secondary market will not
pay the shareholder fees shown below, but may be subject to costs (including
customary brokerage commissions) charged by their broker.
--------------------------------------------------------------------------------
Shareholder Fees (paid directly by Authorized Participants)
--------------------------------------------------------------------------------
Sales charges (loads) None
--------------------------------------------------------------------------------
Standard creation/redemption transaction fee per order(1) $ 2,000
--------------------------------------------------------------------------------
Maximum creation/redemption transaction fee per order(1) $ 8,000
--------------------------------------------------------------------------------
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Annual Fund Operating Expenses(2) (expenses that are deducted from Fund assets)
Management Fees 0.40%
--------------------------------------------------------------------------------
Distribution and service (12b-1) fees(3) --%
--------------------------------------------------------------------------------
Other expenses 6.42%
--------------------------------------------------------------------------------
Total annual Fund operating expenses 6.82%
--------------------------------------------------------------------------------
Expense Waiver and Reimbursements(4) 5.36%
--------------------------------------------------------------------------------
Net Operating Expenses 1.46%
--------------------------------------------------------------------------------
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(1.) Purchasers of Creation Units and parties redeeming Creation Units must pay
a standard creation or redemption transaction fee of $2,000. If a Creation Unit
is purchased or redeemed outside the usual process through the National
Securities Clearing Corporation or for cash, a variable fee of up to four times
the standard creation or redemption transaction fee may be charged. See the
following discussion of "Creation Transaction Fees and Redemption Transaction
Fees."
(2.) Expressed as a percentage of average net assets.
(3.) The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to
which the Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund's
average daily net assets. However, no such fee is currently paid by the Fund.
(4.) The Fund's Investment Adviser has contractually agreed to waive fees and/or
pay Fund expenses to the extent necessary to prevent the operating expenses of
the Fund (excluding interest expenses, a portion of the Fund's licensing fees,
offering costs, brokerage commissions and other trading expenses, taxes and
extraordinary expenses such as litigation and other expenses not incurred in the
ordinary course of the Fund's business) from exceeding 0.40% of average net
assets per year, at least until December 31, 2011. The offering costs excluded
from the 0.40% expense cap are: (a) legal fees pertaining to the Fund's Shares
offered for sale; (b) SEC and state registration fees; and (c) initial fees paid
to be listed on an exchange. The Trust and the Investment Adviser have entered
into an Expense Reimbursement Agreement (the "Expense Agreement") in which the
Investment Adviser has agreed to waive its management fees and/or pay certain
operating expenses of the Fund in order to maintain the expense ratio of the
Fund at or below 0.40% (excluding the expenses set forth above) (the "Expense
Cap"). For a period of five years subsequent to the Fund's commencement of
operations, the Investment Adviser may recover from the Fund fees and expenses
waived or reimbursed during the prior three years if the Fund's expense ratio,
including the recovered expenses, falls below the Expense Cap.
10 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Example
The following example is intended to help you compare the cost of investing in
the Fund with the costs of investing in other funds. This example does not take
into account transaction fees on purchases and redemptions of Creation Units of
the Fund or customary brokerage commissions that you may pay when purchasing or
selling Shares of the Fund.
The example assumes that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same each year. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:
--------------------------------------------------------------------------------
One Year * Three Years * Five Years* Ten Years*
--------------------------------------------------------------------------------
$149 $462 $1,948 $5,434
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Creation Transaction Fees and Redemption Transaction Fees
The Fund issues and redeems Shares at NAV only in large blocks of 150,000 Shares
(each block of 150,000 Shares called a "Creation Unit") or multiples thereof. As
a practical matter, only broker-dealers or large institutional investors with
creation and redemption agreements and called Authorized Participants ("APs")
can purchase or redeem these Creation Units. Purchasers of Creation Units at NAV
must pay a standard Creation Transaction Fee of $2,000 per transaction. An AP
who holds Creation Units and wishes to redeem at NAV would also pay a standard
Redemption Fee of $2,000 per transaction. (See "How to Buy and Sell Shares"
later in this Prospectus). APs who hold Creation Units in inventory will also
pay the Annual Fund Operating Expenses described in the table above. Assuming an
investment in a Creation Unit of $3,750,000 and a 5% return each year, and
assuming that the Fund's gross operating expenses remain the same, the total
costs would be $57,719, $175,144, $732,625 and $2,039,935 if the Creation Unit
is redeemed after one year, three years, five years and ten years,
respectively.*
If a Creation Unit is purchased or redeemed outside the usual process through
the National Securities Clearing Corporation or for cash, a variable fee of up
to four times the standard Creation or Redemption Transaction Fee may be charged
to the AP making the transaction.
The creation fee, redemption fee and variable fee are not expenses of the Fund
and do not impact the Fund's expense ratio.
* The costs for the one-year and the three-year examples reflect the Expense
Cap that is in effect until December 31, 2011, as set forth in the
footnotes to the fee table. The costs for the five-year and ten-year
examples do not reflect the Expense Cap after such date.
PROSPECTUS | 11
Claymore/Morningstar Services Super Sector Index ETF
Investment Objective
The Fund seeks investment results that correspond generally to the performance,
before the Fund's fees and expenses, of an equity index called the Morningstar
Services Super Sector Index (the "Services Super Sector Index" or "Index"). The
Fund's investment objective is not fundamental and may be changed by the Board
of Trustees without shareholder approval.
Primary Investment Strategies
The Fund, using a low cost "passive" or "indexing" investment approach, seeks to
replicate, before fees and expenses, the performance of the Services Super
Sector Index. The Index is designed to identify and track companies in
industries whose main source of revenue comes from the provision of services.
Eligible Index securities include the total investable universe of the
healthcare, consumer services, business services and financial services sectors.
Morningstar Inc. ("Morningstar" or the "Index Provider") classifies companies
into the industry that best reflects each company's underlying business
activities based on the largest source of revenue and income. Industry
classification is based on publicly available information about each company,
and is primarily obtained from such company's annual report and Form 10-K. The
securities in the universe are selected using a proprietary methodology
developed by Morningstar. The Fund will at all times invest at least 90% of its
total assets in securities that comprise the Index and investments that have
economic characteristics that are substantially identical to the economic
characteristics of the component securities that comprise the Index. The Fund
has adopted a policy that requires the Fund to provide shareholders with at
least 60 days notice prior to any material change in this policy or the Index.
The Board of Trustees of the Trust may change the Fund's investment strategy and
other policies without shareholder approval, except as otherwise indicated.
The Investment Adviser seeks a correlation over time of 0.95 or better between
the Fund's performance and the performance of the Index. A figure of 1.00 would
represent perfect correlation.
The Fund generally will invest in all of the stocks comprising the Index in
proportion to their weightings in the Index. However, under various
circumstances, it may not be possible or practicable to purchase all of the
stocks in the Index in those weightings. In those circumstances, the Fund may
purchase a sample of the stocks in the Index in proportions expected by the
Investment Adviser to replicate generally the performance of the Index as a
whole. There may also be instances in which the Investment Adviser may choose to
overweight another stock in the Index, purchase (or sell) securities not in the
Index which the Investment Adviser believes are appropriate to substitute for
one or more Index components, or utilize various combinations of other available
investment techniques, in seeking to accurately track the Index. In addition,
from time to time stocks are added to or removed from the Index. The Fund may
sell stocks that are represented in
12 | CLAYMORE EXCHANGE-TRADED FUND TRUST
the Index or purchase stocks that are not yet represented in the Index in
anticipation of their removal from or addition to the Index.
Index Methodology
The Morningstar Services Super Sector Index is designed to identify and track
companies in industries whose main source of revenue comes from the provision of
services. Eligible Index securities include the total investable universe of the
healthcare, consumer services, business services and financial services sectors.
Morningstar classifies companies into the industry that best reflects each
company's underlying business activities based on the largest source of revenue
and income. Industry classification is based on publicly available information
about each company, and is primarily obtained from a company's annual report and
Form 10-K. As of the date of this prospectus, the Index includes companies with
capitalizations between $165 million and $270 billion, which includes small-,
mid- and large-capitalization companies as defined by Morningstar. Morningstar
rebalances the number of free float shares of each constituent security in the
Index quarterly in March, June, September, and December. Immediate rebalancing
occurs if two constituents merge or a company's free float changes by 10% or
more. The Index is reconstituted twice annually in June and December.
Index Construction
Morningstar's Super Sector Index structure represents a unique way to classify
companies based on the broad economic spheres in which they
operate--manufacturing, service, and information. This organization of sectors
is designed to mimic the way economies evolve from dependence on the production
of physical products to the delivery of services, which culminates in the
exchange of information.
1. Index constituents are drawn from the available pool of liquid
U.S.-domiciled stocks that trade on one of the three major exchanges, the
American Stock Exchange, NYSE, and NASDAQ. The following security types
are excluded from the Index: American depositary receipts; bulletin board
stocks; convertible notes; warrants and rights; and limited partnerships.
2. Securities that have more than ten non-trading days in the prior quarter
or that have an average daily trading volume over the preceding six months
that falls in the bottom quartile are excluded. Securities meeting all of
the above-listed criteria are considered for inclusion in the Morningstar
Sector Indexes.
3. Each company is assigned to one of 129 Morningstar industries based on the
firm's primary source of revenue. The industries are classified into one
of 12 sectors. The sectors are organized under one of three Super
Sectors--the Information Economy, the Service Economy, and the
Manufacturing Economy. All of the companies in the Service Economy Super
Sector are included in the Index.
4. Index constituents are weighted according to their free float of shares
outstanding. The free float is defined as a firm's outstanding shares
adjusted for block ownership to reflect only shares available for
investment. The types of block ownership that are considered during float
adjustment are cross ownership, government ownership, private ownership,
and restricted shares.
PROSPECTUS | 13
5. Morningstar rebalances the number of free float shares of each constituent
security in the Index quarterly in March, June, September, and December.
Immediate rebalancing occurs if two constituents merge or a company's free
float changes by 10% or more. The Index is reconstituted (stocks are added
or removed from the Index) twice annually in June and December.
Primary Investment Risks
Investors should consider the following risk factors and special considerations
associated with investing in the Fund, which may cause you to lose money.
Investment Risk. An investment in the Fund is subject to investment risk,
including the possible loss of the entire principal amount that you invest.
Equity Risk. A principal risk of investing in the Fund is equity risk, which is
the risk that the value of the securities held by the Fund will fall due to
general market and economic conditions, perceptions regarding the industries in
which the issuers of securities held by the Fund participate, or factors
relating to specific companies in which the Fund invests. For example, an
adverse event, such as an unfavorable earnings report, may depress the value of
equity securities of an issuer held by the Fund; the price of common stock of an
issuer may be particularly sensitive to general movements in the stock market;
or a drop in the stock market may depress the price of most or all of the common
stocks and other equity securities held by the Fund. In addition, common stock
of an issuer in the Fund's portfolio may decline in price if the issuer fails to
make anticipated dividend payments because, among other reasons, the issuer of
the security experiences a decline in its financial condition. Common stock is
subordinated to preferred stocks, bonds and other debt instruments in a
company's capital structure, in terms of priority to corporate income, and
therefore will be subject to greater dividend risk than preferred stocks or debt
instruments of such issuers. In addition, while broad market measures of common
stocks have historically generated higher average returns than fixed income
securities, common stocks have also experienced significantly more volatility in
those returns.
Health Care Sector Risk. Companies in the health care sector may be susceptible
to government regulation and reimbursement rates. Such companies may also be
heavily dependent on patent protection, with their profitability affected by the
expiration of patents. Companies in the health care sector may also be subject
to expenses and losses from extensive litigation based on product liability and
similar claims, as well as competitive forces that may make it difficult to
raise prices and, in fact, may result in price discounting. The process for
obtaining new product approval by the Food and Drug Administration is long and
costly. Health care service providers may have difficulty obtaining staff to
deliver service, and may be susceptible to product obsolescence. Such companies
also may be characterized by thin capitalization and limited product lines,
markets, financial resources or personnel.
Consumer Services Sector Risk. The success of companies in the consumer services
sector depends heavily on disposable household income and consumer spending.
Companies in the consumer services sector may be subject to severe competition.
Changes in demographics and consumer tastes can also affect the demand for, and
success of, consumer products in the marketplace. Also, the success of food and
soft drink may be strongly affected by fads, marketing campaigns and other
factors affecting supply and demand.
14 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Business Services Sector Risk. Companies in the business services sector can be
significantly affected by competitive pressures, such as technological
developments, fixed-rate pricing, and the ability to attract and retain skilled
employees. The success of companies that provide business-related services is,
in part, subject to continued demand for business services as companies and
other organizations seek alternative, cost-effective means to meet their
economic goals.
Financial Services Sector Risk. The financial services sector is subject to
extensive government regulation, can be subject to relatively rapid change due
to increasingly blurred distinctions between service segments, and can be
significantly affected by availability and cost of capital funds, changes in
interest rates, the rate of corporate and consumer debt defaults, and price
competition.
Non-Correlation Risk. The Fund's return may not match the return of the Index
for a number of reasons. For example, the Fund incurs a number of operating
expenses not applicable to the Index, and incurs costs in buying and selling
securities, especially when rebalancing the Fund's securities holdings to
reflect changes in the composition of the Index. Since the Index constituents
may vary on a quarterly basis, the Fund's costs associated with rebalancing may
be greater than those incurred by other exchange-traded funds that track indices
whose composition changes less frequently.
The Fund may not be fully invested at times, either as a result of cash flows
into the Fund or reserves of cash held by the Fund to meet redemptions and
expenses. If the Fund utilizes a sampling approach or futures or other
derivative positions, its return may not correlate as well with the return on
the Index, as would be the case if it purchased all of the stocks in the Index
with the same weightings as the Index.
Small and Medium-Sized Company Risk. Investing in securities of small and
medium-sized companies involves greater risk than is customarily associated with
investing in more established companies. These companies' stocks may be more
volatile and less liquid than those of more established companies. These stocks
may have returns that vary, sometimes significantly, from the overall stock
market.
License Agreement Term Risk. The Investment Adviser's license agreement with the
Index Provider to use the Index has a five-year term, and is renewable
thereafter on an annual basis. There can be no assurance that the license
agreement will be renewed or extended at the end of that term, or that the
Investment Adviser will be able to enter into another agreement with the Index
Provider to use the Index. If no agreement is entered into at the end of the
five-year term, the Investment Adviser may be required to obtain a replacement
Index Provider on behalf of the Fund.
Replication Management Risk. Unlike many investment companies, the Fund is not
"actively" managed. Therefore, it would not necessarily sell a stock because the
stock's issuer was in financial trouble unless that stock is removed from the
Index.
Issuer-Specific Changes. The value of an individual security or particular type
of security can be more volatile than the market as a whole and can perform
differently from the value of the market as a whole. The value of securities of
smaller issuers can be more volatile than that of larger issuers.
Non-Diversified Fund Risk. The Fund is considered non-diversified and can invest
a greater portion of assets in securities of individual issuers than a
diversified fund. As a result,
PROSPECTUS | 15
changes in the market value of a single investment could cause greater
fluctuations in share price than would occur in a diversified fund.
Fund Performance
As of the date of this Prospectus, the Fund has not yet completed a full
calendar year of investment operations. When the Fund has completed a full
calendar year of investment operations, this section will include charts that
show annual total returns, highest and lowest quarterly returns and average
annual total returns (before and after taxes) compared to a benchmark index
selected for the Fund.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund. Investors purchasing Shares in the secondary market will not
pay the shareholder fees shown below, but may be subject to costs (including
customary brokerage commissions) charged by their broker.
--------------------------------------------------------------------------------
Shareholder Fees (paid directly by Authorized Participants)
--------------------------------------------------------------------------------
Sales charges (loads) None
--------------------------------------------------------------------------------
Standard creation/redemption transaction fee per order(1) $ 5,500
--------------------------------------------------------------------------------
Maximum creation/redemption transaction fee per order(1) $ 22,000
--------------------------------------------------------------------------------
|
Annual Fund Operating Expenses(2) (expenses that are deducted from Fund assets)
Management Fees 0.40%
--------------------------------------------------------------------------------
Distribution and service (12b-1) fees(3) --%
--------------------------------------------------------------------------------
Other expenses 6.68%
--------------------------------------------------------------------------------
Total annual Fund operating expenses 7.08%
--------------------------------------------------------------------------------
Expense Waiver and Reimbursements(4) 5.57%
--------------------------------------------------------------------------------
Net Operating Expenses 1.51%
--------------------------------------------------------------------------------
|
(1.) Purchasers of Creation Units and parties redeeming Creation Units must pay
a standard creation or redemption transaction fee of $5,500. If a Creation Unit
is purchased or redeemed outside the usual process through the National
Securities Clearing Corporation or for cash, a variable fee of up to four times
the standard creation or redemption transaction fee may be charged. See the
following discussion of "Creation Transaction Fees and Redemption Transaction
Fees."
(2.) Expressed as a percentage of average net assets.
(3.) The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to
which the Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund's
average daily net assets. However, no such fee is currently paid by the Fund.
(4.) The Fund's Investment Adviser has contractually agreed to waive fees and/or
pay Fund expenses to the extent necessary to prevent the operating expenses of
the Fund (excluding interest expenses, a portion of the Fund's licensing fees,
offering costs, brokerage commissions and other trading expenses, taxes and
extraordinary expenses such as litigation and other expenses not incurred in the
ordinary course of the Fund's business) from exceeding 0.40% of average net
assets per year, at least until December 31, 2011. The offering costs excluded
from the 0.40% expense cap are: (a) legal fees pertaining to the Fund's Shares
offered for sale; (b) SEC and state registration fees; and (c) initial fees paid
to be listed on an exchange. The Trust and the Investment Adviser have entered
into an Expense Reimbursement Agreement (the "Expense Agreement") in which the
Investment Adviser has agreed to waive its management fees and/or pay certain
operating
16 | CLAYMORE EXCHANGE-TRADED FUND TRUST
expenses of the Fund in order to maintain the expense ratio of the Fund at or
below 0.40% (excluding the expenses set forth above) (the "Expense Cap"). For a
period of five years subsequent to the Fund's commencement of operations, the
Investment Adviser may recover from the Fund fees and expenses waived or
reimbursed during the prior three years if the Fund's expense ratio, including
the recovered expenses, falls below the Expense Cap.
Example
The following example is intended to help you compare the cost of investing in
the Fund with the costs of investing in other funds. This example does not take
into account transaction fees on purchases and redemptions of Creation Units of
the Fund or customary brokerage commissions that you pay when purchasing or
selling Shares of the Fund.
The example assumes that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same each year. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:
--------------------------------------------------------------------------------
One Year * Three Years * Five Years* Ten Years*
--------------------------------------------------------------------------------
$154 $477 $2,014 $5,586
--------------------------------------------------------------------------------
|
Creation Transaction Fees and Redemption Transaction Fees
The Fund issues and redeems Shares at NAV only in large blocks of 150,000 Shares
(each block of 150,000 Shares called a "Creation Unit") or multiples thereof. As
a practical matter, only broker-dealers or large institutional investors with
creation and redemption agreements and called Authorized Participants ("APs")
can purchase or redeem these Creation Units. Purchasers of Creation Units at NAV
must pay a standard Creation Transaction Fee of $5,500 per transaction. An AP
who holds Creation Units and wishes to redeem at NAV would also pay a standard
Redemption Fee of $5,500 per transaction. See "How to Buy and Sell Shares" later
in this Prospectus). APs who hold Creation Units in inventory will also pay the
Annual Fund Operating Expenses described in the table above. Assuming an
investment in a Creation Unit of $3,750,000 and a 5% return each year, and
assuming that the Fund's gross operating expenses remain the same, the total
costs would be $63,133, $184,442, $760,822 and $2,100,088 if the Creation Unit
is redeemed after one year, three years, five years and ten years,
respectively.*
If a Creation Unit is purchased or redeemed outside the usual process through
the National Securities Clearing Corporation or for cash, a variable fee of up
to four times the standard Creation or Redemption Transaction Fee may be charged
to the AP making the transaction.
The creation fee, redemption fee and variable fee are not expenses of the Fund
and do not impact the Fund's expense ratio.
* The costs for the one-year and the three-year examples reflect the Expense
Cap that is in effect until December 31, 2011, as set forth in the
footnotes to the fee table. The costs for the five-year and ten-year
examples do not reflect the Expense Cap after such date.
PROSPECTUS | 17
Claymore/Morningstar Manufacturing Super Sector Index ETF
Investment Objective
The Fund seeks investment results that correspond generally to the performance,
before the Fund's fees and expenses, of an equity index called the Morningstar
Manufacturing Super Sector Index (the "Index"). The Fund's investment objective
is not fundamental and may be changed by the Board of Trustees without
shareholder approval.
Primary Investment Strategies
The Fund, using a low cost "passive" or "indexing" investment approach, seeks to
replicate, before fees and expenses, the performance of the Morningstar
Manufacturing Super Sector Index. The Index is designed to identify and track
companies in "smokestack" industries that process raw materials into physical
goods that are sold into industrial and consumer markets. Eligible Index
securities include the total investable universe of the consumer goods,
industrial materials, energy and utilities sectors. Morningstar Inc.
("Morningstar" or the "Index Provider") classifies companies into the industry
that best reflects each company's underlying business activities based on the
largest source of revenue and income. Industry classification is based on
publicly available information about each company, and is primarily obtained
from such company's annual report and Form 10-K. The securities in the universe
are selected using a proprietary methodology developed by Morningstar. The Fund
will at all times invest at least 90% of its total assets in securities that
comprise the Index and investments that have economic characteristics that are
substantially identical to the economic characteristics of the component
securities that comprise the Index. The Fund has adopted a policy that requires
the Fund to provide shareholders with at least 60 days notice prior to any
material change in this policy or the Index. The Board of Trustees of the Trust
may change the Fund's investment strategy and other policies without shareholder
approval, except as otherwise indicated.
The Investment Adviser seeks a correlation over time of 0.95 or better between
the Fund's performance and the performance of the Index. A figure of 1.00 would
represent perfect correlation.
The Fund generally will invest in all of the stocks comprising the Index in
proportion to their weightings in the Index. However, under various
circumstances, it may not be possible or practicable to purchase all of the
stocks in the Index in those weightings. In those circumstances, the Fund may
purchase a sample of the stocks in the Index in proportions expected by the
Investment Adviser to replicate generally the performance of the Index as a
whole. There may also be instances in which the Investment Adviser may choose to
overweight another stock in the Index, purchase (or sell) securities not in the
Index which the Investment Adviser believes are appropriate to substitute for
one or more Index components, or utilize various combinations of other available
investment techniques, in seeking to accurately track the Index. In addition,
from time to time stocks are added to or removed from the Index. The Fund may
sell stocks that are represented in the Index or purchase stocks that are not
yet represented in the Index in anticipation of their removal from or addition
to the Index.
18 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Index Methodology
The Morningstar Manufacturing Super Sector Index is designed to identify and
track companies in "smokestack" industries that process raw materials into
physical goods that are sold into industrial and consumer markets. Eligible
Index securities include the total investable universe of the consumer goods,
industrial materials, energy and utilities sectors. Morningstar classifies
companies into the industry that best reflects each company's underlying
business activities based on the largest source of revenue and income. Industry
classification is based on publicly available information about each company,
and is primarily obtained from a company's annual report and Form 10-K. As of
the date of this prospectus, the Index includes companies with capitalizations
between $300 million and $450 billion, which includes small-, mid- and
large-capitalization companies as defined by Morningstar. Morningstar rebalances
the number of free float shares of each constituent security in the Index
quarterly in March, June, September, and December. Immediate rebalancing occurs
if two constituents merge or a company's free float changes by 10% or more. The
Index is reconstituted twice annually in June and December.
Index Construction
Morningstar's Super Sector Index structure represents a unique way to classify
companies based on the broad economic spheres in which they
operate--manufacturing, service, and information. This organization of sectors
is designed to mimic the way economies evolve from dependence on the production
of physical products to the delivery of services, which culminates in the
exchange of information.
1. Index constituents are drawn from the available pool of liquid
U.S.-domiciled stocks that trade on one of the three major exchanges, the
American Stock Exchange, NYSE, and NASDAQ. The following security types
are excluded from the Index: American depositary receipts; bulletin board
stocks; convertible notes; warrants and rights; and limited partnerships.
2. Securities that have more than ten non-trading days in the prior quarter
or that have an average daily trading volume over the preceding six months
that falls in the bottom quartile are excluded. Securities meeting all of
the above-listed criteria are considered for inclusion in the Morningstar
Sector Indexes.
3. Each company is assigned to one of 129 Morningstar industries based on the
firm's primary source of revenue. The industries are classified into one
of 12 sectors. The sectors are organized under one of three Super
Sectors--the Information Economy, the Service Economy, and the
Manufacturing Economy. All of the companies in the Manufacturing Economy
Super Sector are included in the Index.
4. Index constituents are weighted according to their free float of shares
outstanding. The free float is defined as a firm's outstanding shares
adjusted for block ownership to reflect only shares available for
investment. The types of block ownership that are considered during float
adjustment are cross ownership, government ownership, private ownership,
and restricted shares.
5. Morningstar rebalances the number of free float shares of each constituent
security in the Index quarterly in March, June, September, and December.
Immediate rebalancing occurs if two constituents merge or a company's free
float changes by 10% or more.
PROSPECTUS | 19
The Index is reconstituted (stocks are added or removed from the Index)
twice annually in June and December.
Primary Investment Risks
Investors should consider the following risk factors and special considerations
associated with investing in the Fund, which may cause you to lose money.
Investment Risk. An investment in the Fund is subject to investment risk,
including the possible loss of the entire principal amount that you invest.
Equity Risk. A principal risk of investing in the Fund is equity risk, which is
the risk that the value of the securities held by the Fund will fall due to
general market and economic conditions, perceptions regarding the industries in
which the issuers of securities held by the Fund participate, or factors
relating to specific companies in which the Fund invests. For example, an
adverse event, such as an unfavorable earnings report, may depress the value of
equity securities of an issuer held by the Fund; the price of common stock of an
issuer may be particularly sensitive to general movements in the stock market;
or a drop in the stock market may depress the price of most or all of the common
stocks and other equity securities held by the Fund. In addition, common stock
of an issuer in the Fund's portfolio may decline in price if the issuer fails to
make anticipated dividend payments because, among other reasons, the issuer of
the security experiences a decline in its financial condition. Common stock is
subordinated to preferred stocks, bonds and other debt instruments in a
company's capital structure, in terms of priority to corporate income, and
therefore will be subject to greater dividend risk than preferred stocks or debt
instruments of such issuers. In addition, while broad market measures of common
stocks have historically generated higher average returns than fixed income
securities, common stocks have also experienced significantly more volatility in
those returns.
Consumer Goods Sector Risk. Companies engaged in the manufacture and
distribution of consumer goods are subject to vast fluctuations in supply and
demand. These companies may also be adversely affected by changes in consumer
spending as a result of world events, political and economic conditions,
commodity price volatility, changes in exchange rates, imposition of import
controls, increased competition, depletion of resources and labor relations.
Companies in this sector are subject to government regulation affecting the
permissibility of using various food additives and production methods, which
regulations could affect company profitability. Tobacco companies may be
adversely affected by the adoption of proposed legislation and/or by litigation.
Also, the success of food and soft drink may be strongly affected by fads,
marketing campaigns and other factors affecting supply and demand.
Industrial Materials Sector Risk. The companies in the industrial materials
sector can be significantly affected by the level and volatility of commodity
prices, the exchange value of the dollar, import controls, worldwide
competition, liability for environmental damage, depletion of resources, and
mandated expenditures for safety and pollution control. The stock prices of
companies in the industrial materials sector are affected by supply and demand
both for their specific product or service and for industrial materials sector
products in general. Government regulation, world events and economic conditions
may affect the performance of companies in the industrial materials sector.
Companies in the industrial materials sector may be at risk for product
liability claims.
20 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Energy Sector Risk. The profitability of companies in the energy sector is
related to worldwide energy prices, exploration, and production spending. Such
companies also are subject to risks of changes in exchange rates, government
regulation, world events, depletion of resources and economic conditions, as
well as market, economic and political risks of the countries where energy
companies are located or do business. Oil and gas exploration and production can
be significantly affected by natural disasters. Companies in the energy sector
may be adversely affected by changes in exchange rates, interest rates,
government regulation, world events, and economic conditions. Oil exploration
and production companies may be at risk for environmental damage claims.
Utilities Sector Risk. The rates that traditional regulated utility companies
may charge their customers generally are subject to review and limitation by
governmental regulatory commissions. Although rate changes of a utility usually
fluctuate in approximate correlation with financing costs due to political and
regulatory factors, rate changes ordinarily occur only following a delay after
the changes in financing costs. This factor will tend to favorably affect a
regulated utility company's earnings and dividends in times of decreasing costs,
but conversely, will tend to adversely affect earnings and dividends when costs
are rising. The value of regulated utility debt securities (and, to a lesser
extent, equity securities) tends to have an inverse relationship to the movement
of interest rates. Certain utility companies have experienced full or partial
deregulation in recent years. These utility companies are frequently more
similar to industrial companies in that they are subject to greater competition
and have been permitted by regulators to diversify outside of their original
geographic regions and their traditional lines of business. These opportunities
may permit certain utility companies to earn more than their traditional
regulated rates of return. Some companies, however, may be forced to defend
their core business and may be less profitable.
Among the risks that may affect utility companies are the following: risks of
increases in fuel and other operating costs; the high cost of borrowing to
finance capital construction during inflationary periods; restrictions on
operations and increased costs and delays associated with compliance with
environmental and nuclear safety regulations; and the difficulties involved in
obtaining natural gas for resale or fuel for generating electricity at
reasonable prices. Other risks include those related to the construction and
operation of nuclear power plants; the effects of energy conservation and the
effects of regulatory changes.
Non-Correlation Risk. The Fund's return may not match the return of the Index
for a number of reasons. For example, the Fund incurs a number of operating
expenses not applicable to the Index, and incurs costs in buying and selling
securities, especially when rebalancing the Fund's securities holdings to
reflect changes in the composition of the Index. Since the Index constituents
may vary on a quarterly basis, the Fund's costs associated with rebalancing may
be greater than those incurred by other exchange-traded funds that track indices
whose composition changes less frequently.
The Fund may not be fully invested at times, either as a result of cash flows
into the Fund or reserves of cash held by the Fund to meet redemptions and
expenses. If the Fund utilizes a sampling approach or futures or other
derivative positions, its return may not correlate as well with the return on
the Index, as would be the case if it purchased all of the stocks in the Index
with the same weightings as the Index.
Small and Medium-Sized Company Risk. Investing in securities of small and
medium-sized companies involves greater risk than is customarily associated with
investing in more
PROSPECTUS | 21
established companies. These companies' stocks may be more volatile and less
liquid than those of more established companies. These stocks may have returns
that vary, sometimes significantly, from the overall stock market.
License Agreement Term Risk. The Investment Adviser's license agreement with the
Index Provider to use the Index has a five-year term, and is renewable
thereafter on an annual basis. There can be no assurance that the license
agreement will be renewed or extended at the end of that term, or that the
Investment Adviser will be able to enter into another agreement with the Index
Provider to use the Index. If no agreement is entered into at the end of the
five-year term, the Investment Adviser may be required to obtain a replacement
Index Provider on behalf of the Fund.
Replication Management Risk. Unlike many investment companies, the Fund is not
"actively" managed. Therefore, it would not necessarily sell a stock because the
stock's issuer was in financial trouble unless that stock is removed from the
Index.
Issuer-Specific Changes. The value of an individual security or particular type
of security can be more volatile than the market as a whole and can perform
differently from the value of the market as a whole. The value of securities of
smaller issuers can be more volatile than that of larger issuers.
Non-Diversified Fund Risk. The Fund is considered non-diversified and can invest
a greater portion of assets in securities of individual issuers than a
diversified fund. As a result, changes in the market value of a single
investment could cause greater fluctuations in share price than would occur in a
diversified fund.
Fund Performance
As of the date of this Prospectus, the Fund has not yet completed a full
calendar year of investment operations. When the Fund has completed a full
calendar year of investment operations, this section will include charts that
show annual total returns, highest and lowest quarterly returns and average
annual total returns (before and after taxes) compared to a benchmark index
selected for the Fund.
22 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund. Investors purchasing Shares in the secondary market will not
pay the shareholder fees shown below, but may be subject to costs (including
customary brokerage commissions) charged by their broker.
--------------------------------------------------------------------------------
Shareholder Fees (paid directly by Authorized Participants)
--------------------------------------------------------------------------------
Sales charges (loads) None
--------------------------------------------------------------------------------
Standard creation/redemption transaction fee per order(1) $ 3,500
--------------------------------------------------------------------------------
Maximum creation/redemption transaction fee per order(1) $14,000
--------------------------------------------------------------------------------
|
Annual Fund Operating Expenses(2) (expenses that are deducted from Fund assets)
Management Fees 0.40%
--------------------------------------------------------------------------------
Distribution and service (12b-1) fees(3) --%
--------------------------------------------------------------------------------
Other expenses 5.91%
--------------------------------------------------------------------------------
Total annual Fund operating expenses 6.31%
--------------------------------------------------------------------------------
Expense Waiver and Reimbursements(4) 4.92%
--------------------------------------------------------------------------------
Net Operating Expenses 1.39%
--------------------------------------------------------------------------------
|
(1.) Purchasers of Creation Units and parties redeeming Creation Units must pay
a standard creation or redemption transaction fee of $3,500. If a Creation Unit
is purchased or redeemed outside the usual process through the National
Securities Clearing Corporation or for cash, a variable fee of up to four times
the standard creation or redemption transaction fee may be charged. See the
following discussion of "Creation Transaction Fees and Redemption Transaction
Fees."
(2.) Expressed as a percentage of average net assets.
(3.) The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to
which the Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund's
average daily net assets. However, no such fee is currently paid by the Fund.
(4.) The Fund's Investment Adviser has contractually agreed to waive fees and/or
pay Fund expenses to the extent necessary to prevent the operating expenses of
the Fund (excluding interest expenses, a portion of the Fund's licensing fees,
offering costs, brokerage commissions and other trading expenses, taxes and
extraordinary expenses such as litigation and other expenses not incurred in the
ordinary course of the Fund's business) from exceeding 0.40% of average net
assets per year, at least until December 31, 2011. The offering costs excluded
from the 0.40% expense cap are: (a) legal fees pertaining to the Fund's Shares
offered for sale; (b) SEC and state registration fees; and (c) initial fees paid
to be listed on an exchange. The Trust and the Investment Adviser have entered
into an Expense Reimbursement Agreement (the "Expense Agreement") in which the
Investment Adviser has agreed to waive its management fees and/or pay certain
operating expenses of the Fund in order to maintain the expense ratio of the
Fund at or below 0.40% (excluding the expenses set forth above) (the "Expense
Cap"). For a period of five years subsequent to the Fund's commencement of
operations, the Investment Adviser may recover from the Fund fees and expenses
waived or reimbursed during the prior three years if the Fund's expense ratio,
including the recovered expenses, falls below the Expense Cap.
PROSPECTUS | 23
Example
The following example is intended to help you compare the cost of investing in
the Fund with the costs of investing in other funds. This example does not take
into account transaction fees on purchases and redemptions of Creation Units of
the Fund or customary brokerage commissions that you pay when purchasing or
selling Shares of the Fund.
The example assumes that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same each year. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:
--------------------------------------------------------------------------------
One Year * Three Years * Five Years* Ten Years*
--------------------------------------------------------------------------------
$142 $440 $1,825 $5,133
--------------------------------------------------------------------------------
|
Creation Transaction Fees and Redemption Transaction Fees
The Fund issues and redeems Shares at NAV only in large blocks of 150,000 Shares
(each block of 150,000 Shares called a "Creation Unit") or multiples thereof. As
a practical matter, only broker-dealers or large institutional investors with
creation and redemption agreements and called Authorized Participants ("APs")
can purchase or redeem these Creation Units. Purchasers of Creation Units at NAV
must pay a standard Creation Transaction Fee of $3,500 per transaction. An AP
who holds Creation Units and wishes to redeem at NAV would also pay a standard
Redemption Fee of $3,500 per transaction. See "How to Buy and Sell Shares" later
in this Prospectus). APs who hold Creation Units in inventory will also pay the
Annual Fund Operating Expenses described in the table above. Assuming an
investment in a Creation Unit of $3,750,000 and a 5% return each year, and
assuming that the Fund's gross operating expenses remain the same, the total
costs would be $56,566, $168,514, $688,016 and $1,928,382 if the Creation Unit
is redeemed after one year, three years, five years and ten years,
respectively.*
If a Creation Unit is purchased or redeemed outside the usual process through
the National Securities Clearing Corporation or for cash, a variable fee of up
to four times the standard Creation or Redemption Transaction Fee may be charged
to the AP making the transaction.
The creation fee, redemption fee and variable fee are not expenses of the Fund
and do not impact the Fund's expense ratio.
* The costs for the one-year and the three-year examples reflect the Expense
Cap that is in effect until December 31, 2011, as set forth in the
footnotes to the fee table. The costs for the five-year and ten-year
examples do not reflect the Expense Cap after such date.
24 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Claymore U.S. Capital Markets Bond ETF
Investment Objective
The Fund seeks investment results that correspond generally to the performance,
before the Fund's fees and expenses, of a fixed income securities index called
CPMKTB - The Capital Markets Bond Index(SM) (the "CPMKTB Index" or the "Index").
The Fund's investment objective is not fundamental and may be changed by the
Board of Trustees without shareholder approval.
Primary Investment Strategies
The Fund, using a low cost "passive" or "indexing" investment approach, seeks to
replicate, before fees and expenses, the performance of the CPMKTB Index. The
Index is a total return index comprised of approximately 6,195 long-term U.S.
investment grade fixed income securities as of August 31, 2008. The number of
securities included in the Index has ranged from approximately 5,700 to 7,800
securities in the previous ten year period; however, the number of securities
included in the Index varies from month to month and may be higher or lower than
the historical range. Securities eligible for inclusion in the Index, as
determined by Dorchester Capital Management LLC ("Dorchester" or the "Index
Provider") are long-term fixed income securities (defined as those with
redemption dates greater than one year from the start of the month as determined
by yield to worst calculation), including U.S. Treasury securities, U.S. federal
agency and other government sponsored entities' fixed income securities,
investment grade U.S. corporate fixed income securities and U.S. agency mortgage
pass-through securities such as those issued by the Government National Mortgage
Association ("GNMA"), the Federal National Mortgage Association ("FNMA"), and
the Federal Home Loan Mortgage Corporation ("FHLMC") that are backed by pools of
mortgages. The Index may also include U.S. registered, dollar-denominated bonds
of foreign corporations, governments, agencies and supra-national agencies. The
Fund will at all times invest at least 80% of its total assets in fixed income
securities that comprise the Index and investments that have economic
characteristics that are substantially identical to the economic characteristics
of the component securities that comprise the Index. The Fund also will normally
invest at least 80% of its net assets in U.S. fixed income securities. The Fund
has adopted a policy that requires the Fund to provide shareholders with at
least 60 days notice prior to any material change in these policies or the
Index. The Board of Trustees of the Trust may change the Fund's investment
strategy and other policies without shareholder approval, except as otherwise
indicated.
The Investment Subadviser seeks a correlation over time of 0.95 or better
between the Fund's performance and the performance of the total return of the
Index less any expenses or distributions. A figure of 1.00 would represent
perfect correlation.
The Fund expects to use a sampling approach in seeking to achieve its objective.
Sampling means that the Investment Subadviser uses quantitative analysis to
select securities from the Index universe to obtain a representative sample of
securities that resemble the Index in terms of key risk factors, performance
attributes and other characteristics. These include maturity, credit quality and
other financial characteristics of securities. The quantity of
PROSPECTUS | 25
holdings in the Fund will be based on a number of factors, including asset size
of the Fund. However, the Fund may use replication to achieve its objective if
practicable. There may also be instances in which the Investment Subadviser may
choose to overweight another security in the Index, purchase (or sell)
securities not in the Index which the Investment Subadviser believes are
appropriate to substitute for one or more Index components, or utilize various
combinations of other available investment techniques, in seeking to accurately
track the Index. In addition, from time to time securities are added to or
removed from the Index. The Fund may sell securities that are represented in the
Index or purchase securities that are not yet represented in the Index in
anticipation of their removal from or addition to the Index.
Index Methodology
The Index is designed to represent the traditional investment grade securities
in the United States long-term fixed income capital markets. Securities eligible
for inclusion in the Index are long-term fixed income securities, including
long-term U.S. Treasury fixed income securities, long-term U.S. federal agency
and other government-sponsored entities' fixed income securities, long-term
investment grade U.S. corporate fixed income securities, and long-term
government-sponsored enterprise backed mortgage pooled securities. The Index may
also include U.S. registered, dollar-denominated bonds of foreign corporations,
governments, agencies and supra-national agencies. Securities are selected to
ensure a diversity of duration by selecting securities in each of the following
maturity ranges: one to two and a half years, two and a half to four years, four
to six years, six to eight years, eight to twelve years, twelve to twenty years,
and greater than twenty years. Securities are selected from each maturity range
such that each range is represented by total assets proportional to the relative
market value of each maturity range. The Index is reconstituted monthly.
The Index is designed to be a long-term measure of the performance of the U.S.
investment grade bond markets. The Index is part of the CPMKTS(SM) family of
indexes that is designed to measure the major components of the U.S. investment
grade fixed income securities and the common stocks in the capital markets. The
CPMKTS(SM) family of indexes includes the Index and the following additional
indexes: CPMKTE - The Capital Markets Equity Index(SM), which is designed to be
a long-term measure of the U.S. common stock markets; CPMKTL - The Capital
Markets Liquidity Index(SM), which is designed to be a long-term measure of the
U.S. investment grade micro-term fixed income and money markets; and CPMKTS -
The Capital Markets Index(SM), which is designed to be a long-term measure of
the U.S. investment grade capital markets as represented by the CPMKTB, CPMKTE,
and CPMKTL indexes.
Index Construction
1. The Index is reconstituted monthly. The Index constituents are determined
based on closing data on the fifth business day before the start of the
month. Index constituents are finalized on the last calendar day before
the beginning of the month and go into effect on the first day of the new
month.
2. All long-term U.S. Treasury fixed income securities (defined as those with
redemption dates greater than one year from the start of the month as
determined by yield to
26 | CLAYMORE EXCHANGE-TRADED FUND TRUST
worst calculation) are included in the Index. U.S. Treasury
Inflation-Protected Securities ("TIPS") are not included.
3. A selection of long-term U.S. federal agency fixed income securities
(defined as those with redemption dates greater than one year from the
start of the month as determined by yield to worst calculation) are
selected as Index constituents using a rules-based methodology. The
methodology is designed to select representative issues from each of the
five largest agencies and government sponsored entities: FNMA, Federal
Home Loan Banks ("FHLB"), FHLMC, Federal Farm Credit Banks ("FFCB"), and
the SLM Corporation ("SLMA"), as well as fixed income securities from
other federal agencies. Securities are selected to ensure a diversity of
duration by selecting securities in each of the following maturity ranges:
one to two and a half years, two and a half to four years, four to six
years, six to eight years, eight to twelve years, twelve to twenty years,
and greater than twenty years. Securities are selected for inclusion in
the Index from each maturity range such that each range is represented by
total assets proportional to the relative market value of each maturity
range.
4. A selection of long-term investment grade U.S. corporate fixed income
securities (defined as those with redemption dates greater than one year
from the start of the month as determined by yield to worst calculation)
are selected as Index constituents using a rules-based methodology. The
rules-based methodology is designed to select securities ensuring a
diversity of industry, duration, and rating. Seven industry
classifications are represented: consumer goods, consumer services,
manufacturing and wholesale trade, mining and construction, transportation
and utilities, financial and insurance, and business services. Ratings
from the major rating agencies are employed by Dorchester to assign
securities to one of six rating tiers based upon a rules-based
methodology. Four of these tiers are for investment grade issues, one for
high yield issues, and the final one for non-rated issues. Only securities
from the four investment grade tiers are considered for inclusion in the
Index. To ensure a diversity of duration securities are selected in each
of the following maturity ranges: one to two and a half years, two and a
half to four years, four to six years, six to eight years, eight to twelve
years, twelve to twenty years, and greater than twenty years. Securities
are selected from each maturity range such that each range is represented
by total assets proportional to the relative market value of each maturity
range.
5. Using a rules-based methodology, long-term mortgage pass-through
securities ("MBS") issued by federal agencies are selected which have a
fixed rate coupon, maturity date greater than 1 year from the start of the
month, and which currently are trading in "TBA transactions." "TBA
transactions" are purchases or sales of MBS for future settlement at an
agreed-upon date. TBA transactions aid in the liquidity and pricing
efficiency of MBS because they enable different MBS with similar
characteristics to be traded interchangeably according to commonly
observed settlement and delivery conventions.
Eligible pools are grouped into generic securities ("Mortgage Generic")
based on the agency's program, current coupon and production year. The
programs considered are 5 year balloons, 7 year balloons, 15 year fixed
and 30 year fixed taken from the FHLMC, FNMA and GNMA programs. Coupon
values are designed to represent a majority of the market and the range of
allowable values is updated monthly.
PROSPECTUS | 27
6. The weight of each of the Index constituents is set based upon modified
market value on the last calendar day before the start of the month. The
market value is modified based upon regularly published statistics from
the Federal Reserve Board.
Primary Investment Risks
Investors should consider the following risk factors and special considerations
associated with investing in the Fund, which may cause you to lose money.
Investment Risk. An investment in the Fund is subject to investment risk,
including the possible loss of the entire principal amount that you invest.
Asset Class Risk. The bonds in the Fund's portfolio may underperform the returns
of other bonds or indexes that track other industries, markets, asset classes or
sectors. Different types of bonds and indexes tend to go through different
performance cycles than the general bond market.
Call Risk/Prepayment Risk. During periods of falling interest rates, an issuer
of a callable bond may exercise its right to pay principal on an obligation
earlier than expected. This may result in the Fund's having to reinvest proceeds
at lower interest rates, resulting in a decline in the Fund's income.
Credit/Default Risk. Credit risk is the risk that issuers or guarantors of debt
instruments or the counterparty to a derivatives contract, repurchase agreement
or loan of portfolio securities is unable or unwilling to make timely interest
and/or principal payments or otherwise honor its obligations. Debt instruments
are subject to varying degrees of credit risk, which may be reflected in credit
ratings. Securities issued by the U.S. government have limited credit risk.
However, securities issued by certain U.S. government agencies are not
necessarily backed by the full faith and credit of the U.S. government. Credit
rating downgrades and defaults (failure to make interest or principal payment)
may potentially reduce the Fund's income and share price.
Derivatives Risk. A derivative is a financial contract, whose value depends on,
or is derived from, the value of an underlying asset such as a security or
index. The Fund may invest in certain types of derivatives contracts, including
futures, options and swaps. Compared to conventional securities, derivatives can
be more sensitive to changes in interest rates or to sudden fluctuations in
market prices and thus the Fund's losses may be greater if it invests in
derivatives.
Extension Risk. Extension risk is the risk that an issuer will exercise its
right to pay principal on an obligation later than expected. This may happen
when there is a rise in interest rates. Under these circumstances, the value of
the obligation will decrease and the Fund's performance may suffer from its
inability to invest in higher yielding securities.
Foreign Issuers Risk. The Fund may invest in U.S. registered, dollar-denominated
bonds of foreign corporations, governments, agencies and supra-national agencies
which have different risks than investing in U.S. companies. These include
differences in accounting, auditing and financial reporting standards, the
possibility of expropriation or confiscatory taxation, adverse changes in
investment or exchange control regulations, political instability which could
affect U.S. investments in foreign countries, and potential restrictions of the
flow of international capital. Foreign companies may be subject to less
governmental regulation than U.S. issuers. Moreover, individual foreign
economies may
28 | CLAYMORE EXCHANGE-TRADED FUND TRUST
differ favorably or unfavorably from the U.S. economy in such respects as growth
of gross domestic product, rate of inflation, capital investment, resource self-
sufficiency and balance of payment options.
Income Risk. Income risk is the risk that falling interest rates will cause the
Fund's income to decline.
Interest Rate Risk. As interest rates rise, the value of fixed-income securities
held by the Fund are likely to decrease. Securities with longer durations tend
to be more sensitive to interest rate changes, making them more volatile than
securities with shorter durations.
Liquidity Risk. Liquidity risk exists when particular investments are difficult
to purchase or sell. If the Fund invests in illiquid securities or securities
that become illiquid, Fund returns may be reduced because the Fund may be unable
to sell the illiquid securities at an advantageous time or price.
Mortgage-Backed Securities Risk. The Fund may invest in mortgage-backed
securities issued by FNMA, GNMA or FHLMC. Mortgage-backed securities are subject
to prepayment risk and extension risk (as described above) and may react
differently to changes in interest rates than other bonds, which may
significantly reduce their value.
There is also risk associated with the roll market for mortgage-backed
securities. First, the value and safety of the roll depends entirely upon the
counterparty's ability to redeliver the security at the termination of the roll.
Therefore, the counterparty to a roll must meet the same credit criteria as any
existing repurchase counterparty. Second, the security which is redelivered at
the end of the roll period must be substantially the same as the initial
security, i.e., must have the same coupon, be issued by the same agency and be
of the same type, have the same original stated term to maturity, be priced to
result in similar market yields and be "good delivery." Within these parameters,
however, the actual pools that are redelivered could be less desirable than
those originally rolled, especially with respect to prepayment characteristics.
Finance Services Sector Risk. The financial services industries are subject to
extensive government regulation, can be subject to relatively rapid change due
to increasingly blurred distinctions between service segments, and can be
significantly affected by availability and cost of capital funds, changes in
interest rates, the rate of corporate and consumer debt defaults, and price
competition.
Non-Correlation Risk. The Fund's return may not match the return of the Index
for a number of reasons. For example, the Fund incurs a number of operating
expenses not applicable to the Index, and incurs costs in buying and selling
securities, especially when rebalancing the Fund's securities holdings to
reflect changes in the composition of the Index. Since the Index constituents
may vary on a monthly basis, the Fund's costs associated with rebalancing may be
greater than those incurred by other exchange-traded funds that track indices
whose composition changes less frequently.
The Fund may not be fully invested at times, either as a result of cash flows
into the Fund or reserves of cash held by the Fund to meet redemptions and
expenses. If the Fund utilizes a sampling approach or futures or other
derivative positions, its return may not correlate as well with the return on
the Index, as would be the case if it purchased all of the securities in the
Index with the same weightings as the Index.
PROSPECTUS | 29
Replication Management Risk. Unlike many investment companies, the Fund is not
"actively" managed. Therefore, it would not necessarily sell a security because
the security's issuer was in financial trouble unless that stock is removed from
the Index.
Issuer-Specific Changes. The value of an individual security or particular type
of security can be more volatile than the market as a whole and can perform
differently from the value of the market as a whole. The value of securities of
smaller issuers can be more volatile than that of larger issuers.
Sampling Risk. The Fund's use of a representative sampling approach will result
in its holding a smaller number of securities than are in the Index. As a
result, an adverse development respecting an issuer of securities held by the
Fund could result in a greater decline in net asset value than would be the case
if the Fund held all of the securities in the Index.
Non-Diversified Fund Risk. The Fund is considered non-diversified and can invest
a greater portion of assets in securities of individual issuers than a
diversified fund. As a result, changes in the market value of a single
investment could cause greater fluctuations in share price than would occur in a
diversified fund.
Fund Performance
As of the date of this Prospectus, the Fund has not yet completed a full
calendar year of investment operations. When the Fund has completed a full
calendar year of investment operations, this section will include charts that
show annual total returns, highest and lowest quarterly returns and average
annual total returns (before and after taxes) compared to a benchmark index
selected for the Fund.
30 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund. Investors purchasing Shares in the secondary market will not
pay the shareholder fees shown below, but may be subject to costs (including
customary brokerage commissions) charged by their broker.
--------------------------------------------------------------------------------
Shareholder Fees (paid directly by Authorized Participants)
--------------------------------------------------------------------------------
Sales charges (loads) None
--------------------------------------------------------------------------------
Standard creation/redemption transaction fee per order(1) $1,000
--------------------------------------------------------------------------------
Maximum creation/redemption transaction fee per order(1) $4,000
--------------------------------------------------------------------------------
|
Annual Fund Operating Expenses(2) (expenses that are deducted from Fund assets)
Management Fees 0.20%
--------------------------------------------------------------------------------
Distribution and service (12b-1) fees(3) --%
--------------------------------------------------------------------------------
Other expenses 3.38%
--------------------------------------------------------------------------------
Total annual Fund operating expenses 3.58%
--------------------------------------------------------------------------------
Expense Waiver and Reimbursements(4) 3.01%
--------------------------------------------------------------------------------
Net Operating Expenses 0.57%
--------------------------------------------------------------------------------
|
(1.) Purchasers of Creation Units and parties redeeming Creation Units must pay
a standard creation or redemption transaction fee of $1,000. If a Creation Unit
is purchased or redeemed for cash, a variable fee of up to four times the
standard creation or redemption transaction fee may be charged. See the
following discussion of "Creation Transaction Fees and Redemption Transaction
Fees."
(2.) Expressed as a percentage of average net assets.
(3.) The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to
which the Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund's
average daily net assets. However, no such fee is currently paid by the Fund.
(4.) The Fund's Investment Adviser has contractually agreed to waive fees and/or
pay Fund expenses to the extent necessary to prevent the operating expenses of
the Fund (excluding interest expenses, a portion of the Fund's licensing fees,
offering costs up to 0.25% of average net assets, brokerage commissions and
other trading expenses, taxes and extraordinary expenses such as litigation and
other expenses not incurred in the ordinary course of the Fund's business) from
exceeding 0.27% of average net assets per year, at least until December 31,
2011. The offering costs excluded from the 0.27% expense cap are: (a) legal fees
pertaining to the Fund's Shares offered for sale; (b) SEC and state registration
fees; and (c) initial fees paid to be listed on an exchange. The Trust and the
Investment Adviser have entered into an Expense Reimbursement Agreement (the
"Expense Agreement") in which the Investment Adviser has agreed to waive its
management fees and/or pay certain operating expenses of the Fund in order to
maintain the expense ratio of the Fund at or below 0.27% (excluding the expenses
set forth above) (the "Expense Cap"). For a period of five years subsequent to
the Fund's commencement of operations, the Investment Adviser may recover from
the Fund fees and expenses waived or reimbursed during the prior three years if
the Fund's expense ratio, including the recovered expenses, falls below the
Expense Cap.
PROSPECTUS | 31
Example
The following example is intended to help you compare the cost of investing in
the Fund with the costs of investing in other funds. This example does not take
into account brokerage commissions that you pay when purchasing or selling
Shares of the Fund.
The example assumes that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same each year. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:
--------------------------------------------------------------------------------
One Year* Three Years* Five Years* Ten Years*
--------------------------------------------------------------------------------
$58 $183 $1,010 $3,182
--------------------------------------------------------------------------------
|
Creation Transaction Fees and Redemption Transaction Fees
The Fund issues and redeems Shares at NAV only in large blocks of 100,000 Shares
(each block of 100,000 Shares called a "Creation Unit") or multiples thereof. As
a practical matter, only broker-dealers or large institutional investors with
creation and redemption agreements and called Authorized Participants ("APs")
can purchase or redeem these Creation Units. Purchasers of Creation Units at NAV
must pay a standard Creation Transaction Fee of $1,000 per transaction
(regardless of the number of securities in each Creation Unit). An AP who holds
Creation Units and wishes to redeem at NAV would also pay a standard Redemption
Fee of $1,000 per transaction (regardless of the number of securities in each
Creation Unit). See "How to Buy and Sell Shares" later in this Prospectus). APs
who hold Creation Units in inventory will also pay the Annual Fund Operating
Expenses described in the table above. Assuming an investment in a Creation Unit
of $5,000,000 and a 5% return each year, and assuming that the Fund's gross
operating expenses remain the same, the total costs would be $30,131, $92,323,
$505,850 and $1,592,156 if the Creation Unit is redeemed after one year, three
years, five years and ten years, respectively.*
If a Creation Unit is purchased or redeemed for cash, a variable fee of up to
four times the standard Creation or Redemption Transaction Fee may be charged to
the AP making the transaction.
The creation fee, redemption fee and variable fee are not expenses of the Fund
and do not impact the Fund's expense ratio.
* The costs for the one-year and the three-year examples reflect the Expense
Cap that is in effect until December 31, 2011, as set forth in the
footnotes to the fee table. The costs for the five-year and ten-year
examples do not reflect the Expense Cap after such date.
32 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF
Investment Objective
The Fund seeks investment results that correspond generally to the performance,
before the Fund's fees and expenses, of a money market and micro-term fixed
income securities index called CPMKTL - The Capital Markets Liquidity Index (the
"CPMKTL Index" or the "Index"). The Fund's investment objective is not
fundamental and may be changed by the Board of Trustees without shareholder
approval.
Primary Investment Strategies
The Fund, using a low cost "passive" or "indexing" investment approach, seeks to
replicate, before fees and expenses, the performance of the CPMKTL Index. The
Fund is not a money market fund and thus does not seek to maintain a stable net
asset value of $1.00 per share. The Index is a total return index comprised of
1,664 micro-term U.S. investment grade fixed income securities and money market
instruments as of August 31, 2008. The number of securities included in the
Index has ranged from approximately 1,000 to 2,350 in the previous ten year
period; however, the number of securities included in the Index varies from
month to month and may be higher or lower than the historical range. The Index
includes micro-term U.S. Treasury fixed income securities, micro-term U.S.
federal agency and other government sponsored entities fixed income securities,
micro-term investment grade U.S. corporate fixed income securities, commercial
paper, bankers acceptances, large time deposits, and U.S. federal agency
discount notes as determined by Dorchester Capital Management LLC ("Dorchester"
or the "Index Provider"). The Index may also include U.S. registered,
dollar-denominated bonds of foreign corporations, governments, agencies and
supra-national agencies. The Index Provider defines "micro-term" fixed income
securities as those with a redemption date of less than a year from the start of
the month, as determined by yield to worst calculation. The Fund will at all
times invest at least 80% of its total assets in fixed income securities that
comprise the Index and investments that have economic characteristics that are
substantially identical to the economic characteristics of the component
securities that comprise the Index. The Fund also will normally invest at least
80% of its net assets in U.S. fixed income securities. The Fund has adopted a
policy that requires the Fund to provide shareholders with at least 60 days
notice prior to any material change in these policies or the Index. The Board of
Trustees of the Trust may change the Fund's investment strategy and other
policies without shareholder approval, except as otherwise indicated.
The Investment Subadviser seeks a correlation over time of 0.95 or better
between the Fund's performance and the performance of the total return of the
Index less any expenses or distributions. A figure of 1.00 would represent
perfect correlation.
The Fund expects to use a sampling approach in seeking to achieve its objective.
Sampling means that the Investment Subadviser uses quantitative analysis to
select securities from the Index universe to obtain a representative sample of
securities that resemble the Index in terms of key risk factors, performance
attributes and other characteristics. These include maturity, credit quality and
other financial characteristics of securities. The quantity of
PROSPECTUS | 33
holdings in the Fund will be based on a number of factors, including asset size
of the Fund. However, the Fund may use replication to achieve its objective if
practicable. There may also be instances in which the Investment Subadviser may
choose to overweight another security in the Index, purchase (or sell)
securities not in the Index which the Investment Subadviser believes are
appropriate to substitute for one or more Index components, or utilize various
combinations of other available investment techniques, in seeking to accurately
track the Index. In addition, from time to time securities are added to or
removed from the Index. The Fund may sell securities that are represented in the
Index or purchase securities that are not yet represented in the Index in
anticipation of their removal from or addition to the Index.
Index Methodology
The Index is designed to represent the traditional investment grade securities
in the U.S. money markets and in the micro-term fixed income capital markets.
The Index includes micro-term U.S. Treasury fixed income securities, micro-term
U.S. federal agency and other government sponsored entities; fixed income
securities, micro-term investment grade U.S. corporate fixed income securities,
commercial paper, bankers acceptances, large time deposits, and U.S. federal
agency discount notes. The Index may also include U.S. registered,
dollar-denominated bonds of foreign corporations, governments, agencies and
supra-national agencies. Securities are selected to ensure a diversity of
duration by selecting securities in each of the following maturity ranges: zero
to three months, three to six months, six to nine months, and nine months to one
year. Securities are selected from each maturity range such that each range is
represented by total assets proportional to the relative market value of each
maturity range. The Index is reconstituted monthly.
The Index is designed to be a long-term measure of the performance of the U.S.
investment grade liquidity markets. It is part of the CPMKTS(SM) family of
indexes that is designed to measure the major components of the U.S. investment
grade fixed income securities and the common stocks in the capital markets. This
family includes the Index and the following additional indexes: CPMKTE - The
Capital Markets Equity Index, which is designed to be a long-term measure of the
U.S. common stock markets; CPMKTB - The Capital Markets Bond Index, which is
designed to be a long-term measure of the long term U.S. investment grade fixed
income markets; and CPMKTS - The Capital Markets Index, which is designed to be
a long-term measure of the U.S. investment grade capital markets as represented
by the CPMKTB, CPMKTE, and CPMKTL indexes.
Index Construction
1. The Index is reconstituted monthly. The Index constituents are determined
on the fifth business day before the start of the month and go into effect
on the first day of the month.
2. Money market instruments that are potential Index constituents include 90
day bankers acceptances, 90 day certificate of deposit, 180 day
certificate of deposit, 30 day commercial paper, 60 day commercial paper,
90 day commercial paper, 30 day United States federal agency discount
notes, 60 day United States federal agency discount notes, and 90 day
United States federal agency discount notes.
34 | CLAYMORE EXCHANGE-TRADED FUND TRUST
3. All micro-term U.S. Treasury fixed income securities (defined as those
with redemption dates less than a year from the start of the month, as
determined by yield to worst calculation) are selected as Index
constituents. United States Treasury Inflation-Protected Securities
("TIPS") are not included.
4. A selection of U.S. federal agency fixed income securities (defined as
those with redemption dates within one year from the start of the month as
determined by a yield to worst calculation) are selected as Index
constituents. The methodology is designed to select representative issues
from each of the five largest agencies and government sponsored entities:
Federal National Mortgage Association ("FNMA"), Government National
Mortgage Association ("GNMA"), Federal Home Loan Mortgage Corporation
("FHLMC"), Federal Farm Credit Banks ("FFCS"), and the SLM Corporation
("SLMA"), as well as fixed income issues from other federal agencies.
Securities are selected to ensure a diversity of duration by selecting
securities in each of the following maturity ranges: zero to three months,
three to six months, six to nine months, and nine months to one year.
Securities are selected from each maturity range such that each range is
represented by total assets proportional to the relative market value of
each maturity range.
5. Micro-term investment grade U.S. corporate fixed income securities
(defined as those with redemption dates less than one year from the start
of the month as determined by the yield to worst calculation) are selected
as Index constituents. The Index methodology is designed to select
securities ensuring a diversity of industry, duration, and rating. Seven
industry classifications are represented: consumer goods, consumer
services, manufacturing and wholesale trade, mining and construction,
transportation and utilities, financial and insurance, and business
services. Ratings from the major U.S. rating agencies are employed by the
Index Provider to assign securities to one of six rating tiers based upon
a rules-based methodology. Four of these tiers are for investment grade
issues, one for high yield issues, and the final one for non-rated issues.
Only securities from the four investment grade tiers are considered for
inclusion in the Index. To ensure a diversity of duration securities are
selected in each of the following maturity ranges: zero to three months,
three to six months, six to nine months, and nine months to one year.
Securities are selected from each maturity range such that each range is
represented by total assets proportional to the relative market value of
each maturity range.
6. The weight of each Index constituent is set based upon modified market
value on the last calendar day before the start of the month. The market
value is modified based upon regularly published statistics from the
Federal Reserve Board and the Federal Deposit Insurance Corporation.
PROSPECTUS | 35
Primary Investment Risks
Investors should consider the following risk factors and special considerations
associated with investing in the Fund, which may cause you to lose money.
Investment Risk. An investment in the Fund is subject to investment risk,
including the possible loss of the entire principal amount that you invest. The
Fund is not a money market fund and thus does not seek to maintain a stable net
asset value of $1.00 per share.
Asset Class Risk. The bonds in the Fund's portfolio may underperform the returns
of other bonds or indexes that track other industries, markets, asset classes or
sectors. Different types of bonds and indexes tend to go through different
performance cycles than the general bond market.
Call Risk/Prepayment Risk. During periods of falling interest rates, an issuer
of a callable bond may exercise its right to pay principal on an obligation
earlier than expected. This may result in the Fund reinvesting proceeds at lower
interest rates, resulting in a decline in the Fund's income.
Credit/Default Risk. Credit risk is the risk that issuers or guarantors of debt
instruments or the counterparty to a derivatives contract, repurchase agreement
or loan of portfolio securities is unable or unwilling to make timely interest
and/or principal payments or otherwise honor its obligations. Debt instruments
are subject to varying degrees of credit risk, which may be reflected in credit
ratings. Securities issued by the U.S. government have limited credit risk.
However, securities issued by certain U.S. government agencies are not
necessarily backed by the full faith and credit of the U.S. government. Credit
rating downgrades and defaults (failure to make interest or principal payment)
may potentially reduce the Fund's income and share price.
Derivatives Risk. A derivative is a financial contract, whose value depends on,
or is derived from, the value of an underlying asset such as a security or
index. The Fund may invest in certain types of derivatives contracts, including
futures, options and swaps. Compared to conventional securities, derivatives can
be more sensitive to changes in interest rates or to sudden fluctuations in
market prices and thus the Fund's losses may be greater if it invests in
derivatives.
Extension Risk. Extension risk is the risk that an issuer will exercise its
right to pay principal on an obligation later than expected. This may happen
when there is a rise in interest rates. Under these circumstances, the value of
the obligation will decrease and the Fund's performance may suffer from its
inability to invest in higher yielding securities.
Foreign Issuers Risk. The Fund may invest in U.S. registered, dollar-denominated
bonds of foreign corporations, governments, agencies and supra-national agencies
which have different risks than investing in U.S. companies. These include
differences in accounting, auditing and financial reporting standards, the
possibility of expropriation or confiscatory taxation, adverse changes in
investment or exchange control regulations, political instability which could
affect U.S. investments in foreign countries, and potential restrictions of the
flow of international capital. Foreign companies may be subject to less
governmental regulation than U.S. issuers. Moreover, individual foreign
economies may differ favorably or unfavorably from the U.S. economy in such
respects as growth of gross domestic product, rate of inflation, capital
investment, resource self- sufficiency and balance of payment options.
36 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Income Risk. Income risk is the risk that falling interest rates will cause the
Fund's income to decline.
Interest Rate Risk. As interest rates rise, the value of fixed-income securities
held by the Fund are likely to decrease. Securities with longer durations tend
to be more sensitive to interest rate changes, making them more volatile than
securities with shorter durations.
Liquidity Risk. Liquidity risk exists when particular investments are difficult
to purchase or sell. If the Fund invests in illiquid securities or securities
that become illiquid, Fund returns may be reduced because the Fund may be unable
to sell the illiquid securities at an advantageous time or price.
Finance Services Sector Risk. The financial services industries are subject to
extensive government regulation, can be subject to relatively rapid change due
to increasingly blurred distinctions between service segments, and can be
significantly affected by availability and cost of capital funds, changes in
interest rates, the rate of corporate and consumer debt defaults, and price
competition.
Sampling Risk. The Fund's use of a representative sampling approach will result
in its holding a smaller number of securities than are in the Index. As a
result, an adverse development respecting an issuer of securities held by the
Fund could result in a greater decline in net asset value than would be the case
if the Fund held all of the securities in the Index.
Non-Correlation Risk. The Fund's return may not match the return of the Index
for a number of reasons. For example, the Fund incurs a number of operating
expenses not applicable to the Index, and incurs costs in buying and selling
securities, especially when rebalancing the Fund's securities holdings to
reflect changes in the composition of the Index. Since the Index constituents
may vary on a monthly basis, the Fund's costs associated with rebalancing may be
greater than those incurred by other exchange-traded funds that track indices
whose composition changes less frequently.
The Fund may not be fully invested at times, either as a result of cash flows
into the Fund or reserves of cash held by the Fund to meet redemptions and
expenses. If the Fund utilizes a sampling approach or futures or other
derivative positions, its return may not correlate as well with the return on
the Index, as would be the case if it purchased all of the securities in the
Index with the same weightings as the Index.
Replication Management Risk. Unlike many investment companies, the Fund is not
"actively" managed. Therefore, it would not necessarily sell a security because
the security's issuer was in financial trouble unless that security is removed
from the Index.
Issuer-Specific Changes. The value of an individual security or particular type
of security can be more volatile than the market as a whole and can perform
differently from the value of the market as a whole. The value of securities of
smaller issuers can be more volatile than that of larger issuers.
Non-Diversified Fund Risk. The Fund is considered non-diversified and can invest
a greater portion of assets in securities of individual issuers than a
diversified fund. As a result, changes in the market value of a single
investment could cause greater fluctuations in share price than would occur in a
diversified fund.
PROSPECTUS | 37
Fund Performance
As of the date of this Prospectus, the Fund has not yet completed a full
calendar year of investment operations. When the Fund has completed a full
calendar year of investment operations, this section will include charts that
show annual total returns, highest and lowest quarterly returns and average
annual total returns (before and after taxes) compared to a benchmark index
selected for the Fund.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund. Investors purchasing Shares in the secondary market will not
pay the shareholder fees shown below, but may be subject to costs (including
customary brokerage commissions) charged by their broker.
--------------------------------------------------------------------------------
Shareholder Fees (paid directly by Authorized Participants)
--------------------------------------------------------------------------------
Sales charges (loads) None
--------------------------------------------------------------------------------
Standard creation/redemption transaction fee per order(1) $1,000
--------------------------------------------------------------------------------
Maximum creation/redemption transaction fee per order(1) $4,000
--------------------------------------------------------------------------------
|
Annual Fund Operating Expenses(2) (expenses that are deducted from Fund assets)
Management Fees 0.20%
--------------------------------------------------------------------------------
Distribution and service (12b-1) fees(3) --%
--------------------------------------------------------------------------------
Other expenses 3.60%
--------------------------------------------------------------------------------
Total annual Fund operating expenses 3.80%
--------------------------------------------------------------------------------
Expense Waiver and Reimbursements(4) 3.23%
--------------------------------------------------------------------------------
Net Operating Expenses 0.57%
--------------------------------------------------------------------------------
|
(1.) Purchasers of Creation Units and parties redeeming Creation Units must pay
a standard creation or redemption transaction fee of $1,000. If a Creation Unit
is purchased or redeemed for cash, a variable fee of up to four times the
standard creation or redemption transaction fee may be charged. See the
following discussion of "Creation Transaction Fees and Redemption Transaction
Fees."
(2.) Expressed as a percentage of average net assets.
(3.) The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to
which the Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund's
average daily net assets. However, no such fee is currently paid by the Fund.
(4.) The Fund's Investment Adviser has contractually agreed to waive fees and/or
pay Fund expenses to the extent necessary to prevent the operating expenses of
the Fund (excluding interest expenses, a portion of the Fund's licensing fees,
offering costs up to 0.25% of average net assets, brokerage commissions and
other trading expenses, taxes and extraordinary expenses such as litigation and
other expenses not incurred in the ordinary course of the Fund's business) from
exceeding 0.27% of average net assets per year, at least until December 31,
2011. The offering costs excluded from the 0.27% expense cap are: (a) legal fees
pertaining to the Fund's Shares offered for sale; (b) SEC and state registration
fees; and (c) initial fees paid to be listed on an exchange. The Trust and the
Investment Adviser have entered into an Expense Reimbursement Agreement (the
"Expense Agreement") in which the Investment Adviser has agreed to waive its
management fees and/or pay certain operating expenses of the Fund in order to
maintain the expense ratio of the Fund at or below 0.27% (excluding the expenses
set forth above) (the "Expense Cap"). For a period of five years subsequent to
the Fund's commencement of operations, the Investment Adviser may recover from
the Fund fees and expenses waived or reimbursed during the prior three years if
the Fund's expense ratio, including the recovered expenses, falls below the
Expense Cap.
38 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Example
The following example is intended to help you compare the cost of investing in
the Fund with the costs of investing in other funds. This example does not take
into account brokerage commissions that you pay when purchasing or selling
Shares of the Fund.
The example assumes that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same each year. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:
--------------------------------------------------------------------------------
One Year* Three Years* Five Years* Ten Years*
--------------------------------------------------------------------------------
$58 $183 $1,059 $3,342
--------------------------------------------------------------------------------
|
Creation Transaction Fees and Redemption Transaction Fees
The Fund issues and redeems Shares at NAV only in large blocks of 100,000 Shares
(each block of 100,000 Shares called a "Creation Unit") or multiples thereof. As
a practical matter, only broker-dealers or large institutional investors with
creation and redemption agreements and called Authorized Participants ("APs")
can purchase or redeem these Creation Units. Purchasers of Creation Units at NAV
must pay a standard Creation Transaction Fee of $1,000 per transaction
(regardless of the number of securities in each Creation Unit). An AP who holds
Creation Units and wishes to redeem at NAV would also pay a standard Redemption
Fee of $1,000 per transaction (regardless of the number of stocks in each
Creation Unit. See "How to Buy and Sell Shares" later in this Prospectus). APs
who hold Creation Units in inventory will also pay the Annual Fund Operating
Expenses described in the table above. Assuming an investment in a Creation Unit
of $5,000,000 and a 5% return each year, and assuming that the Fund's gross
operating expenses remain the same, the total costs would be $30,131, $92,323,
$530,304 and $1,672,081 if the Creation Unit is redeemed after one year, three
years, five years and ten years, respectively.*
If a Creation Unit is purchased or redeemed for cash, a variable fee of up to
four times the standard Creation or Redemption Transaction Fee may be charged to
the AP making the transaction.
The creation fee, redemption fee and variable fee are not expenses of the Fund
and do not impact the Fund's expense ratio.
* The costs for the one-year and the three-year examples reflect the Expense
Cap that is in effect until December 31, 2011, as set forth in the
footnotes to the fee table. The costs for the five-year and ten-year
examples do not reflect the Expense Cap after such date.
PROSPECTUS | 39
Claymore U.S.-1-The Capital Markets Index ETF
Investment Objective
The Fund seeks investment results that correspond generally to the performance,
before the Fund's fees and expenses, of the CPMKTS - The Capital Markets Index
(the "CPMKTS Index" or the "Index") which includes equity, fixed income and
money market securities. The Fund's investment objective is not fundamental and
may be changed by the Board of Trustees without shareholder approval.
Primary Investment Strategies
The Fund, using a low cost "passive" or "indexing" investment approach, seeks to
replicate, before fees and expenses, the performance of the CPMKTS Index. The
Index is a total return index that includes common stock equity securities,
micro-term investment grade fixed income securities and money market
instruments, and long-term investment grade fixed income securities. The number
of securities included in the Index has ranged from approximately 5,700 to 7,800
long-term U.S. investment grade fixed income securities selected monthly;
approximately 1,000 to 2,350 micro-term U.S. investment grade fixed income
securities and money market instruments selected monthly; and 2,000 equity
securities selected quarterly, based on market capitalization of the common
stock of actively-traded United States corporations, generally with market
capitalizations between $300 million and $500 billion, for the previous ten year
period. The Index may also include U.S. registered, dollar-denominated bonds of
foreign corporations, governments, agencies and supra-national agencies.
Dorchester Capital Management LLC ("Dorchester" or the "Index Provider") defines
"actively traded" as common stocks that are listed on a major U.S. exchange and
have been traded within the past 45 days. The Index Provider defines
"micro-term" fixed income securities as those with a redemption date of less
than a year from the start of the month, as determined by yield to worst
calculation. The number of securities included in the Index varies from month to
month and may be higher or lower than the historical ranges. During each
quarter, the number of equity securities may decrease as the common stocks are
either delisted or not actively traded for any reason including, but not limited
to, mergers, acquisitions and bankruptcies. Once removed, an equity security
will not be returned to or replaced in the Index for any reason before the start
of the next quarter. The Fund will at all times invest at least 80% of its total
assets in equity, fixed income and money market securities that comprise the
Index and investments that have economic characteristics that are substantially
identical to the economic characteristics of the component securities that
comprise the Index. The Fund also will normally invest at least 80% of its
net assets in U.S. securities. The Fund has adopted a policy that requires the
Fund to provide shareholders with at least 60 days notice prior to any material
change in these policies or the Index. The Board of Trustees of the Trust may
change the Fund's investment strategy and other policies without shareholder
approval, except as otherwise indicated.
40 | CLAYMORE EXCHANGE-TRADED FUND TRUST
The Investment Subadviser seeks a correlation over time of 0.95 or better
between the Fund's performance and the performance of the total return of the
Index less any expenses or distributions. A figure of 1.00 would represent
perfect correlation.
The Fund expects to use a sampling approach in seeking to achieve its objective.
Sampling means that the Investment Subadviser uses quantitative analysis to
select securities from the Index universe to obtain a representative sample of
securities that resemble the Index in terms of key risk factors, performance
attributes and other characteristics. These include maturity, credit quality,
asset allocation weightings, market capitalization and other financial
characteristics of securities. The quantity of holdings in the Fund will be
based on a number of factors, including asset size of the Fund. However, the
Fund may use replication to achieve its objective if practicable. There may also
be instances in which the Investment Subadviser may choose to overweight another
security in the Index, purchase (or sell) securities not in the Index which the
Investment Subadviser believes are appropriate to substitute for one or more
Index components, or utilize various combinations of other available investment
techniques, in seeking to accurately track the Index. In addition, from time to
time securities are added to or removed from the Index. The Fund may sell
securities that are represented in the Index or purchase securities that are not
yet represented in the Index in anticipation of their removal from or addition
to the Index.
Index Methodology
The Index is designed to represent the traditional investment grade fixed income
securities, investment grade fixed income securities with less than one year
until maturity and equity securities in the United States capital markets. The
Index includes: common stock equity securities from the 2,000 largest actively
traded United States corporations based upon market capitalization of common
stock, micro-term U.S. treasury fixed income securities, micro-term U.S. federal
agency and other government sponsored entities fixed income securities,
short-term investment grade U.S. corporate fixed income securities, commercial
paper, bankers acceptances, large time deposits, U.S. federal agency discount
notes; long-term U.S. treasury fixed income securities, long-term U.S. federal
agency and other government sponsored entities fixed income securities,
long-term investment grade U.S. corporate fixed income securities and long-term
mortgage-backed securities. The Index may also include U.S. registered,
dollar-denominated bonds of foreign corporations, governments, agencies and
supra-national agencies.
The CPMKTS(SM) family of indexes is designed to measure the major components of
the U.S. investment grade fixed income securities and the common stocks in the
capital markets. This family includes the Index and the following additional
indexes: CPMKTE - The Capital Markets Equity Index, which is designed to be a
long-term measure of the U.S. common stock markets; CPMKTB - The Capital Markets
Bond Index, which is designed to be a long-term measure of the long term U.S.
investment grade fixed income markets; and CPMKTL -The Capital Markets Liquidity
Index, which is designed to be a long-term measure of the U.S. investment grade
short-term fixed income and money markets. CPMKTS - The Capital Markets Index is
designed to be a long-term measure of the U.S. investment grade capital markets
as represented by the CPMKTB, CPMKTE, and CPMKTL indexes.
PROSPECTUS | 41
Index Construction
1. The equity securities in the Index are reconstituted quarterly. The equity
Index constituents are determined on the fifth business day before the
start of the quarter based on the market capitalization of common stock,
finalized on the last calendar day of the quarter and go into effect on
the first day of the new quarter.
2. Potential equity Index constituents include all common stock equity
securities from United States corporations that are headquartered in the
United States and trade on major United States stock exchanges. Limited
partnerships, ETFs, American depositary receipts and closed-end funds are
not eligible for inclusion in the Index.
3. On the last calendar day before the start of the quarter, if any of the
selected equity Index constituents are no longer actively traded, they are
replaced with the next eligible security with the largest market
capitalization that is not a member of the Index, based upon the market
capitalization from the fifth business day before the start of the
quarter.
4. The weight of each equity Index constituent is set based upon a modified
market capitalization determined on the last day before the start of the
month. The market value is modified based upon regularly published
statistics from the Federal Reserve Board.
5. The fixed income and money market Index constituents are reconstituted
monthly. The fixed income and money market Index constituents are
determined based on closing data on the fifth business day before the
start of the month. Fixed income and money market Index constituents are
finalized on the last calendar day before the start of the month and go
into effect on the first day of the new month.
6. Money market instruments that are potential Index constituents include 90
day bankers acceptances, 90 day certificate of deposit, 180 day
certificate of deposit, 30 day commercial paper, 60 day commercial paper,
90 day commercial paper, 30 day United States federal agency discount
notes, 60 day United States federal agency discount notes, and 90 day
United States federal agency discount notes.
7. All U.S. Treasury fixed income securities are selected as Index
constituents. United States Treasury Inflation-Protected Securities
("TIPS") are not included.
8. A selection of micro-term and long-term United States federal agency and
government sponsored entities fixed income securities are selected as
Index constituents using a rules-based methodology. The Index methodology
is designed to select representative issues from each of the five largest
agencies and government sponsored entities: Federal National Mortgage
Association ("FNMA"), Federal Home Loan Banks ("FHLB"), Federal Home Loan
Mortgage Corporation ("FHLMC"), Federal Farm Credit Banks ("FFCB"), and
the SLM Corporation ("SLMA"), as well as fixed income issues from other
federal agencies. Securities are selected to ensure a diversity of
duration by selecting securities in each of the following maturity ranges:
zero to three months, three to six months, six to nine months, nine months
to one year, one to two and a half years, two and a half to four years,
four to six years, six to eight years, eight to twelve years, twelve to
twenty years, and greater than twenty years. Securities are selected from
each maturity range such that each range is represented by total assets
proportional to the relative market value of each maturity range.
9. A selection of micro-term and long-term investment grade United States
corporate fixed income securities are selected as Index constituents using
a proprietary rules-based
42 | CLAYMORE EXCHANGE-TRADED FUND TRUST
methodology. The methodology is designed to select securities ensuring a
diversity of industry, duration, and rating. Seven industry
classifications are represented: consumer goods, consumer services,
manufacturing and wholesale trade, mining and construction, transportation
and utilities, financial and insurance, and business services. Ratings
from the three major rating agencies are employed to assign securities to
one of four investment grade tiers based upon a rules-based methodology.
To ensure a diversity of duration, securities are selected in each of the
following maturity ranges: zero to three months, three to six months, six
to nine months, nine months to one year, one to two and a half years, two
and a half to four years, four to six years, six to eight years, eight to
twelve years, twelve to twenty years, and greater than twenty years.
Securities are selected from each maturity range such that each range is
represented by total assets proportional to the relative market value of
each maturity range.
10. Using a rules-based methodology, long-term mortgage pass-through
securities ("MBS") issued by U.S. federal agencies are selected which have
a fixed rate coupon, maturity date greater than 1 year from the start of
the month, and which currently trade in "TBA transactions." "TBA
transactions" are purchases or sales of MBS for future settlement at an
agreed-upon date. TBA transactions aid in the liquidity and pricing
efficiency of MBS because they enable different MBS with similar
characteristics to be traded interchangeably according to commonly
observed settlement and delivery conventions.
Eligible pools are grouped into generic securities ("Mortgage Generic")
based on the agency's program, current coupon and production year. The
programs considered are 5 year balloons, 7 year balloons, 15 year fixed
and 30 year fixed rates taken from the FHLMC, FNMA and GNMA programs.
Coupon values are designed to represent a majority of the market and the
range of allowable values is updated monthly.
11. The weights of each of the fixed income and money market Index
constituents are set based upon modified market value on the last day
before the start of the month. The market value is modified based upon
regularly published statistics from the Federal Reserve Board and the
Federal Deposit Insurance Corporation.
Primary Investment Risks
Investors should consider the following risk factors and special considerations
associated with investing in the Fund, which may cause you to lose money.
Investment Risk. An investment in the Fund is subject to investment risk,
including the possible loss of the entire principal amount that you invest.
Equity Risk. A principal risk of investing in the Fund is equity risk, which is
the risk that the value of the securities held by the Fund will fall due to
general market and economic conditions, perceptions regarding the industries in
which the issuers of securities held by the Fund participate, or factors
relating to specific companies in which the Fund invests. For example, an
adverse event, such as an unfavorable earnings report, may depress the value of
equity securities of an issuer held by the Fund; the price of common stock of an
issuer may be particularly sensitive to general movements in the stock market;
or a drop in the stock market may depress the price of most or all of the common
stocks and other equity securities held by the Fund. In addition, common stock
of an issuer in the Fund's portfolio may decline in price if the issuer fails to
make anticipated dividend payments because, among other reasons, the issuer of
the security experiences a decline in its
PROSPECTUS | 43
financial condition. Common stock is subordinated to preferred stocks, bonds and
other debt instruments in a company's capital structure, in terms of priority to
corporate income, and therefore will be subject to greater dividend risk than
preferred stocks or debt instruments of such issuers. In addition, while broad
market measures of common stocks have historically generated higher average
returns than fixed income securities, common stocks have also experienced
significantly more volatility in those returns.
Asset Class Risk. The bonds in the Fund's portfolio may underperform the returns
of other bonds or indexes that track other industries, markets, asset classes or
sectors. Different types of bonds and indexes tend to go through different
performance cycles than the general bond market.
Call Risk/Prepayment Risk. During periods of falling interest rates, an issuer
of a callable bond may exercise its right to pay principal on an obligation
earlier than expected. This may result in the Fund's having to reinvest proceeds
at lower interest rates, resulting in a decline in the Fund's income.
Credit/Default Risk. Credit risk is the risk that issuers or guarantors of debt
instruments or the counterparty to a derivatives contract, repurchase agreement
or loan of portfolio securities is unable or unwilling to make timely interest
and/or principal payments or otherwise honor its obligations. Debt instruments
are subject to varying degrees of credit risk, which may be reflected in credit
ratings. Securities issued by the U.S. government have limited credit risk.
However, securities issued by certain U.S. government agencies are not
necessarily backed by the full faith and credit of the U.S. government. Credit
rating downgrades and defaults (failure to make interest or principal payment)
may potentially reduce the Fund's income and share price.
Derivatives Risk. A derivative is a financial contract, whose value depends on,
or is derived from, the value of and underlying asset such as a security or
index. The Fund may invest in certain types of derivatives contracts, including
futures, options and swaps. Compared to conventional securities, derivatives can
be more sensitive to changes in interest rates or to sudden fluctuations in
market prices and thus the Fund's losses may be greater if it invests in
derivatives than if it invests in conventional securities.
Extension Risk. Extension risk is the risk that an issuer will exercise its
right to pay principal on an obligation later than expected. This may happen
when there is a rise in interest rates. Under these circumstances, the value of
the obligation will decrease and the Fund's performance may suffer from its
inability to invest in higher yielding securities.
Foreign Issuers Risk. The Fund may invest in U.S. registered, dollar-denominated
bonds of foreign corporations, governments, agencies and supra-national agencies
which have different risks than investing in U.S. companies. These include
difference in accounting, auditing and financial reporting standards, the
possibility of expropriation or confiscatory taxation, adverse changes in
investment or exchange control regulations, political instability which could
affect U.S. investments in foreign countries, and potential restrictions of the
flow of international capital. Foreign companies may be subject to less
governmental regulation than U.S. issuers. Moreover, individual foreign
economies may differ favorably or unfavorably from the U.S. economy in such
respects as growth of gross domestic product, rate of inflation, capital
investment, resource self- sufficiency and balance of payment options.
44 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Income Risk. Income risk is the risk that falling interest rates will cause the
Fund's income to decline.
Interest Rate Risk. As interest rates rise, the value of fixed-income securities
held by the Fund are likely to decrease. Securities with longer durations tend
to be more sensitive to interest rate changes, making them more volatile than
securities with shorter durations.
Liquidity Risk. Liquidity risk exists when particular investments are difficult
to purchase or sell. If the Fund invests in illiquid securities or securities
that become illiquid, Fund returns may be reduced because the Fund may be unable
to sell the illiquid securities at an advantageous time or price.
Mortgage-Backed Securities Risk. The Fund may invest in mortgage-backed
securities issued by FNMA, GNMA or FHLMC. Mortgage-backed securities are subject
to prepayment risk and extension risk (see explanations above) and may react
differently to changes in interest rates than other bonds, which may
significantly reduce their value.
There is also risk associated with the roll market for mortgage-backed
securities. First, the value and safety of the roll depends entirely upon the
counterparty's ability to redeliver the security at the termination of the roll.
Therefore, the counterparty to a roll must meet the same credit criteria as any
existing repurchase counterparty. Second, the security which is redelivered at
the end of the roll period must be substantially the same as the initial
security, i.e., must have the same coupon, be issued by the same agency and be
of the same type, have the same original stated term to maturity, be priced to
result in similar market yields and be "good delivery." Within these parameters,
however, the actual pools that are redelivered could be less desirable than
those originally rolled, especially with respect to prepayment characteristics.
Small and Medium-Sized Company Risk. Investing in securities of small and
medium-sized companies involves greater risk than is customarily associated with
investing in more established companies. These companies' stocks may be more
volatile and less liquid than those of more established companies. These stocks
may have returns that vary, sometimes significantly, from the overall stock
market.
Micro-Cap Company Risk. Micro-cap stocks involve substantially greater risks of
loss and price fluctuations because their earnings and revenues tend to be less
predictable (and some companies may be experiencing significant losses), and
their share prices tend to be more volatile and their markets less liquid than
companies with larger market capitalizations. Micro-cap companies may be newly
formed or in the early stages of development, with limited product lines,
markets or financial resources and may lack management depth. In addition, there
may be less public information available about these companies. The shares of
micro-cap companies tend to trade less frequently than those of larger, more
established companies, which can adversely affect the pricing of these
securities and the future ability to sell these securities. Also, it may take a
long time before the Fund realizes a gain, if any, on an investment in a
micro-cap company.
Finance Services Sector Risk. The financial services industries are subject to
extensive government regulation, can be subject to relatively rapid change due
to increasingly blurred distinctions between service segments, and can be
significantly affected by availability and cost of capital funds, changes in
interest rates, the rate of corporate and consumer debt defaults, and price
competition.
PROSPECTUS | 45
Non-Correlation Risk. The Fund's return may not match the return of the Index
for a number of reasons. For example, the Fund incurs a number of operating
expenses not applicable to the Index, and incurs costs in buying and selling
securities, especially when rebalancing the Fund's securities holdings to
reflect changes in the composition of the Index. Since the Index constituents
may vary on a monthly basis, the Fund's costs associated with rebalancing may be
greater than those incurred by other exchange-traded funds that track indices
whose composition changes less frequently.
The Fund may not be fully invested at times, either as a result of cash flows
into the Fund or reserves of cash held by the Fund to meet redemptions and
expenses. If the Fund utilizes a sampling approach or futures or other
derivative positions, its return may not correlate as well with the return on
the Index, as would be the case if it purchased all of the securities in the
Index with the same weightings as the Index.
Replication Management Risk. Unlike many investment companies, the Fund is not
"actively" managed. Therefore, it would not necessarily sell a security because
the security's issuer was in financial trouble unless that security is removed
from the Index.
Sampling Risk. The Fund's use of a representative sampling approach will result
in its holding a smaller number of securities than are in the Index. As a
result, an adverse development respecting an issuer of securities held by the
Fund could result in a greater decline in net asset value than would be the case
if the Fund held all of the securities in the Index.
Issuer-Specific Changes. The value of an individual security or particular type
of security can be more volatile than the market as a whole and can perform
differently from the value of the market as a whole. The value of securities of
smaller issuers can be more volatile than that of larger issuers.
Non-Diversified Fund Risk. The Fund is considered non-diversified and can invest
a greater portion of assets in securities of individual issuers than a
diversified fund. As a result, changes in the market value of a single
investment could cause greater fluctuations in share price than would occur in a
diversified fund.
Fund Performance
As of the date of this Prospectus, the Fund has not yet completed a full
calendar year of investment operations. When the Fund has completed a full
calendar year of investment operations, this section will include charts that
show annual total returns, highest and lowest quarterly returns and average
annual total returns (before and after taxes) compared to a benchmark index
selected for the Fund.
46 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund. Investors purchasing Shares in the secondary market will not
pay the shareholder fees shown below, but may be subject to costs (including
customary brokerage commissions) charged by their broker.
--------------------------------------------------------------------------------
Shareholder Fees (paid directly by Authorized Participants)
--------------------------------------------------------------------------------
Sales charges (loads) None
--------------------------------------------------------------------------------
Standard creation/redemption transaction fee per order(1) $1,000
--------------------------------------------------------------------------------
Maximum creation/redemption transaction fee per order(1) $4,000
--------------------------------------------------------------------------------
|
Annual Fund Operating Expenses(2) (expenses that are deducted from Fund assets)
Management Fees 0.25%
--------------------------------------------------------------------------------
Distribution and service (12b-1) fees(3) --%
--------------------------------------------------------------------------------
Other expenses 2.02%
--------------------------------------------------------------------------------
Total annual Fund operating expenses 2.27%
--------------------------------------------------------------------------------
Expense Waiver and Reimbursements(4) 1.60%
--------------------------------------------------------------------------------
Net Operating Expenses 0.67%
--------------------------------------------------------------------------------
|
(1.) Purchasers of Creation Units and parties redeeming Creation Units must pay
a standard creation or redemption transaction fee of $1,000. If a Creation Unit
is purchased or redeemed for cash, a variable fee of up to four times the
standard creation or redemption transaction fee may be charged. See the
following discussion of "Creation Transaction Fees and Redemption Transaction
Fees."
(2.) Expressed as a percentage of average net assets.
(3.) The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to
which the Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund's
average daily net assets. However, no such fee is currently paid by the Fund.
(4.) The Fund's Investment Adviser has contractually agreed to waive fees and/or
pay Fund expenses to the extent necessary to prevent the operating expenses of
the Fund (excluding interest expenses, a portion of the Fund's licensing fees,
offering costs up to 0.25% of average net assets, brokerage commissions and
other trading expenses, taxes and extraordinary expenses such as litigation and
other expenses not incurred in the ordinary course of the Fund's business) from
exceeding 0.37% of average net assets per year, at least until December 31,
2011. The offering costs excluded from the 0.37% expense cap are: (a) legal fees
pertaining to the Fund's Shares offered for sale; (b) SEC and state registration
fees; and (c) initial fees paid to be listed on an exchange. The Trust and the
Investment Adviser have entered into an Expense Reimbursement Agreement (the
"Expense Agreement") in which the Investment Adviser has agreed to waive its
management fees and/or pay certain operating expenses of the Fund in order to
maintain the expense ratio of the Fund at or below 0.37% (excluding the expenses
set forth above) (the "Expense Cap"). For a period of five years subsequent to
the Fund's commencement of operations, the Investment Adviser may recover from
the Fund fees and expenses waived or reimbursed during the prior three years if
the Fund's expense ratio, including the recovered expenses, falls below the
Expense Cap.
PROSPECTUS | 47
Example
The following example is intended to help you compare the cost of investing in
the Fund with the costs of investing in other funds. This example does not take
into account brokerage commissions that you pay when purchasing or selling
Shares of the Fund.
The example assumes that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same each year. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:
--------------------------------------------------------------------------------
One Year * Three Years * Five Years* Ten Years*
--------------------------------------------------------------------------------
$68 $214 $744 $2,200
--------------------------------------------------------------------------------
|
Creation Transaction Fees and Redemption Transaction Fees
The Fund issues and redeems Shares at NAV only in large blocks of 200,000 Shares
(each block of 200,000 Shares called a "Creation Unit") or multiples thereof. As
a practical matter, only broker-dealers or large institutional investors with
creation and redemption agreements and called Authorized Participants ("APs")
can purchase or redeem these Creation Units. Purchasers of Creation Units at NAV
must pay a standard Creation Transaction Fee of $1,000 per transaction
(regardless of the number of stocks of other securities in each Creation Unit).
An AP who holds Creation Units and wishes to redeem at NAV would also pay a
standard Redemption Fee of $1,000 per transaction (regardless of the number of
stocks in each Creation Unit. See "How to Buy and Sell Shares" later in this
Prospectus). APs who hold Creation Units in inventory will also pay the Annual
Fund Operating Expenses described in the table above. Assuming an investment in
a Creation Unit of $10,000,000 and a 5% return each year, and assuming that the
Fund's gross operating expenses remain the same, the total costs would be
$69,451, $215,372, $745,108 and $2,201,290, if the Creation Unit is redeemed
after one year, three years, five years and ten years, respectively.*
If a Creation Unit is purchased or redeemed for cash, a variable fee of up to
four times the standard Creation or Redemption Transaction Fee may be charged to
the AP making the transaction.
The creation fee, redemption fee and variable fee are not expenses of the Fund
and do not impact the Fund's expense ratio.
* The costs for the one-year and the three-year examples reflect the Expense
Cap that is in effect until December 31, 2011, as set forth in the
footnotes to the fee table. The costs for the five-year and ten-year
examples do not reflect the Expense Cap after such date.
48 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Claymore/Zacks Dividend Rotation ETF
Investment Objective
The Fund seeks investment results that correspond generally to the performance,
before the Fund's fees and expenses, of an equity index called the Zacks
Dividend Rotation Index (the "Dividend Rotation Index" or "Index"). The Fund's
investment objective is not fundamental and may be changed by the Board of
Trustees without shareholder approval.
Primary Investment Strategies
The Fund, using a low cost "passive" or "indexing" investment approach, seeks to
replicate, before fees and expenses, the performance of the Zacks Dividend
Rotation Index. The Index is comprised of approximately 100 stocks selected,
based on investment and other criteria, from a universe of the 1,500 largest
listed equity companies (based on market capitalization) that pay dividends at
least annually (in any amount). The universe of companies eligible for inclusion
in the Index is comprised of all U.S. stocks listed on domestic exchanges,
including American depositary receipts ("ADRs") and master limited partnerships
("MLPs"). The companies in the universe are selected using a proprietary
methodology developed by Zacks Investment Research, Inc. ("Zacks" or the "Index
Provider"). The Index will include companies with capitalizations between $2
billion and $450 billion, which includes small-, mid- and large-capitalization
companies as defined by Zacks.
The Fund will at all times invest at least 90% of its total assets in securities
that comprise the Index and investments that have economic characteristics that
are substantially identical to the economic characteristics of the component
securities that comprise the Index. The Fund has adopted a policy that requires
the Fund to provide shareholders with at least 60 days notice prior to any
material change in this policy or the Index. The Board of Trustees of the Trust
may change the Fund's investment strategy and other policies without shareholder
approval, except as otherwise indicated.
The Investment Adviser seeks a correlation over time of 0.95 or better between
the Fund's performance and the performance of the Index. A figure of 1.00 would
represent perfect correlation.
The Fund generally will invest in all of the stocks comprising the Index in
proportion to their weightings in the Index. However, under various
circumstances, it may not be possible or practicable to purchase all of the
stocks in the Index in those weightings. In those circumstances, the Fund may
purchase a sample of the stocks in the Index in proportions expected by the
Investment Adviser to replicate generally the performance of the Index as a
whole. There may also be instances in which the Investment Adviser may choose to
overweight another stock in the Index, purchase (or sell) securities not in the
Index which the Investment Adviser believes are appropriate to substitute for
one or more Index components, or utilize various combinations of other available
investment techniques, in seeking to accurately track the Index. In addition,
from time to time stocks are added to or removed from the Index. The Fund may
sell stocks that are represented in the Index or purchase stocks that are not
yet represented in the Index in anticipation of their removal from or addition
to the Index.
PROSPECTUS | 49
Index Methodology
The Dividend Rotation Index seeks to maximize dividend income that qualifies for
taxation at the lowest current tax rates ("qualified dividend income" or "QDI")
by selecting dividend-paying stocks based on a quantitative methodology
proprietary to Zacks. The Index, at the time of each rebalance, is designed to
eliminate companies that have recently paid a dividend and include those
companies that are expected to pay dividends while seeking to maximize QDI
potential. The Index seeks to select a group of stocks with the potential to
outperform, on a risk adjusted basis, the Dow Jones US Select Dividend Index and
other benchmark indices.
The Index constituent selection methodology utilizes multi-factor proprietary
selection rules to identify those stocks that offer the most attractive
risk/return potential. The methodology is specifically designed to enhance
investment applications and investability. The Index is adjusted monthly in the
manner set forth below under "Index Construction."
Index Construction
1. Potential Index constituents include all U.S. stocks that rank as the
1,500 largest based on market capitalization that pay or are expected to
pay dividends at least annually (in any amount).
2. The Index is split into two approximately equal sub-indices of 50 stocks.
At the rebalance date the two sub-indices alternate which will be
rebalanced so that each sub-index is held for a period of two months. This
holding period is designed to maximize QDI potential, as the stocks are
included in the Index prior to their dividend period and are held for
approximately 61 days, which is greater than the required holding period
for dividend income from such stocks to be considered QDI. Both
sub-indices are determined using the same methodology.
3. At the time of the rebalance, all stocks that have paid a dividend in the
last 30 days or are included in the non-rebalanced half of the sub-index
are eliminated from the universe of potential Index constituents.
4. Each company is ranked using a quantitative rules-based methodology that
includes likelihood of a dividend payment in the next 30 days, yield,
liquidity, company growth, relative value, payout ratio and other factors
and is sorted from highest to lowest. The constituent selection
methodology was developed by Zacks as a quantitative approach to
identifying those companies that offer the greatest yield potential.
5. The 50 constituents of each sub-index are chosen and are weighted based on
liquidity and yield using a proprietary methodology developed by Zacks.
6. The constituent selection process is repeated on a monthly basis to
alternating sub-indices. Rebalancing to restore the sub-indices'
allocation to approximately equal is conducted annually.
50 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Primary Investment Risks
Investors should consider the following risk factors and special considerations
associated with investing in the Fund, which may cause you to lose money.
Investment Risk. An investment in the Fund is subject to investment risk,
including the possible loss of the entire principal amount that you invest.
Equity Risk. A principal risk of investing in the Fund is equity risk, which is
the risk that the value of the securities held by the Fund will fall due to
general market and economic conditions, perceptions regarding the industries in
which the issuers of securities held by the Fund participate, or factors
relating to specific companies in which the Fund invests. For example, an
adverse event, such as an unfavorable earnings report, may depress the value of
equity securities of an issuer held by the Fund; the price of common stock of an
issuer may be particularly sensitive to general movements in the stock market;
or a drop in the stock market may depress the price of most or all of the common
stocks and other equity securities held by the Fund. In addition, common stock
of an issuer in the Fund's portfolio may decline in price if the issuer fails to
make anticipated dividend payments because, among other reasons, the issuer of
the security experiences a decline in its financial condition. Common stock is
subordinated to preferred stocks, bonds and other debt instruments in a
company's capital structure, in terms of priority to corporate income, and
therefore will be subject to greater dividend risk than preferred stocks or debt
instruments of such issuers. In addition, while broad market measures of common
stocks have historically generated higher average returns than fixed income
securities, common stocks have also experienced significantly more volatility in
those returns.
QDI Tax Risk. Currently, QDI received by a non-corporate investor is generally
taxed at a maximum rate of 15% for taxable years beginning before January 1,
2011. Thereafter, without further Congressional action, that rate will return to
20%. If Congress does not extend the current tax rates applicable to QDI, you
may be subject to higher tax rates on your dividends from the Fund for taxable
years beginning after January 1, 2011.
Foreign Investment Risk. The Fund's investments in non-U.S. issuers, although
limited to ADRs, may involve unique risks compared to investing in securities of
U.S. issuers, including, among others, greater market volatility than U.S.
securities and less complete financial information than for U.S. issuers. In
addition, adverse political, economic or social developments could undermine the
value of the Fund's investments or prevent the Fund from realizing the full
value of its investments. Financial reporting standards for companies based in
foreign markets differ from those in the United States. Finally, the value of
the currency of the country in which the Fund has invested could decline
relative to the value of the U.S. dollar, which may affect the value of the
investment to U.S. investors. In addition, the underlying issuers of certain
depositary receipts, particularly unsponsored or unregistered depositary
receipts, are under no obligation to distribute shareholder communications to
the holders of such receipts, or to pass through to them any voting rights with
respect to the deposited securities.
Master Limited Partnership Risk. Investments in securities of master limited
partnerships involve risks that differ from an investment in common stock.
Holders of the units of master limited partnerships have more limited control
and limited rights to vote on matters affecting the partnership. There are also
certain tax risks associated with an investment in units of master limited
partnerships. In addition, conflicts of interest may
PROSPECTUS | 51
exist between common unit holders, subordinated unit holders and the general
partner of a master limited partnership, including a conflict arising as a
result of incentive distribution payments.
Small Company Risk. Investing in securities of small companies involves greater
risk than is customarily associated with investing in more established
companies. These companies' stocks may be more volatile and less liquid than
those of more established companies. These stocks may have returns that vary,
sometimes significantly, from the overall stock market.
Non-Correlation Risk. The Fund's return may not match the return of the Index
for a number of reasons. For example, the Fund incurs a number of operating
expenses not applicable to the Index, and incurs costs in buying and selling
securities, especially when rebalancing the Fund's securities holdings to
reflect changes in the composition of the Index. Since the Index constituents
may vary on a monthly basis, the Fund's costs associated with rebalancing may be
greater than those incurred by other exchange-traded funds that track indices
whose composition changes less frequently.
The Fund may not be fully invested at times, either as a result of cash flows
into the Fund or reserves of cash held by the Fund to meet redemptions and
expenses. If the Fund utilizes a sampling approach or futures or other
derivative positions, its return may not correlate as well with the return on
the Index, as would be the case if it purchased all of the stocks in the Index
with the same weightings as the Index.
Replication Management Risk. Unlike many investment companies, the Fund is not
"actively" managed. Therefore, it would not necessarily sell a stock because the
stock's issuer was in financial trouble unless that stock is removed from the
Index.
Issuer-Specific Changes. The value of an individual security or particular type
of security can be more volatile than the market as a whole and can perform
differently from the value of the market as a whole. The value of securities of
smaller issuers can be more volatile than that of larger issuers.
Portfolio Turnover Risk. The Fund may engage in active and frequent trading of
its portfolio securities in connection with the monthly rebalancing of the
Index, and therefore the Fund's investments. A portfolio turnover rate of 200%,
for example, is equivalent to the Fund buying and selling all of its securities
two times during the course of the year. A high portfolio turnover rate (for
example, over 100%) could result in high brokerage costs. While a high portfolio
turnover rate can result in an increase in taxable capital gains distributions
to the Fund's shareholders, the Fund will seek to utilize the creation and
redemption in-kind mechanism to minimize capital gains to the extent possible.
Non-Diversified Fund Risk. The Fund is considered non-diversified and can invest
a greater portion of assets in securities of individual issuers than a
diversified fund. As a result, changes in the market value of a single
investment could cause greater fluctuations in share price than would occur in a
diversified fund.
52 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Fund Performance
As of the date of this Prospectus, the Fund has not yet completed a full
calendar year of investment operations. When the Fund has completed a full
calendar year of investment operations, this section will include charts that
show annual total returns, highest and lowest quarterly returns and average
annual total returns (before and after taxes) compared to a benchmark index
selected for the Fund.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund. Investors purchasing Shares in the secondary market will not
pay the shareholder fees shown below, but may be subject to costs (including
customary brokerage commissions) charged by their broker.
--------------------------------------------------------------------------------
Shareholder Fees (paid directly by Authorized Participants)
--------------------------------------------------------------------------------
Sales charges (loads) None
--------------------------------------------------------------------------------
Standard creation/redemption transaction fee per order(1) $ 500
--------------------------------------------------------------------------------
Maximum creation/redemption transaction fee per order(1) $2,000
--------------------------------------------------------------------------------
|
Annual Fund Operating Expenses(2) (expenses that are deducted from Fund assets)
Management Fees 0.50%
--------------------------------------------------------------------------------
Distribution and service (12b-1) fees(3) --%
--------------------------------------------------------------------------------
Other expenses 5.20%
--------------------------------------------------------------------------------
Total annual Fund operating expenses 5.70%
--------------------------------------------------------------------------------
Expense Waiver and Reimbursements(4) 3.92%
--------------------------------------------------------------------------------
Net Operating Expenses 1.78%
--------------------------------------------------------------------------------
|
(1.) Purchasers of Creation Units and parties redeeming Creation Units must pay
a standard creation or redemption transaction fee of $500. If a Creation Unit is
purchased or redeemed outside the usual process through the National Securities
Clearing Corporation or for cash, a variable fee of up to four times the
standard creation or redemption transaction fee may be charged. See the
following discussion of "Creation Transaction Fees and Redemption Transaction
Fees."
(2.) Expressed as a percentage of average net assets.
(3.) The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to
which the Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund's
average daily net assets. However, no such fee is currently paid by the Fund.
(4.) The Fund's Investment Adviser has contractually agreed to waive fees and/or
pay Fund expenses to the extent necessary to prevent the operating expenses of
the Fund (excluding interest expenses, a portion of the Fund's licensing fees,
offering costs, brokerage commissions and other trading expenses, taxes and
extraordinary expenses such as litigation and other expenses not incurred in the
ordinary course of the Fund's business) from exceeding 0.60% of average net
assets per year, at least until December 31, 2011. The offering costs excluded
from the 0.60% expense cap are: (a) legal fees pertaining to the Fund's Shares
offered for sale; (b) SEC and state registration fees; and (c) initial fees paid
to be listed on an exchange. The Trust and the Investment Adviser have entered
into an Expense Reimbursement Agreement (the "Expense Agreement") in which the
Investment Adviser has agreed to waive its management fees and/or pay certain
operating expenses of the Fund in order to maintain the expense ratio of the
Fund at or below 0.60% (excluding the expenses set forth above) (the "Expense
Cap"). For a period of five years subsequent to the Fund's commencement of
operations, the Investment Adviser may recover from the Fund fees and expenses
waived or reimbursed during the prior three years if the Fund's expense ratio,
including the recovered expenses, falls below the Expense Cap.
PROSPECTUS | 53
Example
The following example is intended to help you compare the cost of investing in
the Fund with the costs of investing in other funds. This example does not take
into account brokerage commissions that you pay when purchasing or selling
Shares of the Fund.
The example assumes that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same each year. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:
--------------------------------------------------------------------------------
One Year * Three Years * Five Years* Ten Years*
--------------------------------------------------------------------------------
$181 $560 $1,805 $4,842
--------------------------------------------------------------------------------
|
Creation Transaction Fees and Redemption Transaction Fees
The Fund issues and redeems Shares at NAV only in large blocks of 50,000 Shares
(each block of 50,000 Shares called a "Creation Unit") or multiples thereof. As
a practical matter, only broker-dealers or large institutional investors with
creation and redemption agreements and called Authorized Participants ("APs")
can purchase or redeem these Creation Units. Purchasers of Creation Units at NAV
must pay a standard Creation Transaction Fee of $500 per transaction (assuming
100 stocks in each Creation Unit). An AP who holds Creation Units and wishes to
redeem at NAV would also pay a standard Redemption Fee of $500 per transaction
(assuming 100 stocks in each Creation Unit. See "How to Buy and Sell Shares"
later in this Prospectus). APs who hold Creation Units in inventory will also
pay the Annual Fund Operating Expenses described in the table above. Assuming an
investment in a Creation Unit of $1,250,000 and a 5% return each year, and
assuming that the Fund's gross operating expenses remain the same, the total
costs would be $23,108, $70,532, $226,151 and $605,764 if the Creation Unit is
redeemed after one year, three years, five years and ten years, respectively.*
If a Creation Unit is purchased or redeemed outside the usual process through
the National Securities Clearing Corporation or for cash, a variable fee of up
to four times the standard Creation or Redemption Transaction Fee may be charged
to the AP making the transaction.
The creation fee, redemption fee and variable fee are not expenses of the Fund
and do not impact the Fund's expense ratio.
* The costs for the one-year and the three-year examples reflect the Expense
Cap that is in effect until December 31, 2011, as set forth in the
footnotes to the fee table. The costs for the five-year and ten-year
examples do not reflect the Expense Cap after such date.
54 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Secondary Investment Strategies
As a primary investment strategy, each Fund will at all times invest at least
80% or 90%, as applicable, of its total assets in component securities that
comprise its respective Index and investments that have economic characteristics
that are substantially identical to the economic characteristics of the
component securities that comprise its respective Index. As secondary investment
strategies, the Funds may invest their remaining assets in money market
instruments, including repurchase agreements or other funds which invest
exclusively in money market instruments, convertible securities, structured
notes (notes on which the amount of principal repayment and interest payments
are based on the movement of one or more specified factors, such as the movement
of a particular stock or stock index) and in swaps, options and futures
contracts. Swaps, options and futures contracts (and convertible securities and
structured notes) may be used by a Fund in seeking performance that corresponds
to its respective Index, and in managing cash flows. The Funds will not invest
in money market instruments as part of a temporary defensive strategy to protect
against potential stock market declines. The Investment Adviser anticipates that
it may take approximately three business days (i.e., each day the NYSE Arca or
the AMEX, as applicable, is open) for additions and deletions to each Fund's
Index to be reflected in the portfolio composition of the Fund.
Each Fund may borrow money from a bank up to a limit of 10% of the value of its
assets, but only for temporary or emergency purposes.
The Funds may lend their portfolio securities to brokers, dealers and other
financial institutions desiring to borrow securities to complete transactions
and for other purposes. In connection with such loans, the Fund receives liquid
collateral equal to at least 102% of the value of the portfolio securities being
lent. This collateral is marked to market on a daily basis.
The policies described herein constitute non-fundamental policies that may be
changed by the Board of Trustees without shareholder approval. Certain other
fundamental policies of the Funds are set forth in the Statement of Additional
Information under "Investment Restrictions."
PROSPECTUS | 55
Additional Risk Considerations
In addition to the risks described previously, there are certain other risks
related to investing in the Funds.
Trading Issues. Trading in Shares on the NYSE Arca or the AMEX may be halted due
to market conditions or for reasons that, in the view of the NYSE Arca, or the
AMEX, as applicable, make trading in Shares inadvisable. In addition, trading in
Shares on the NYSE Arca or the AMEX is subject to trading halts caused by
extraordinary market volatility pursuant to the NYSE Arca or the AMEX, as
applicable, "circuit breaker" rules. There can be no assurance that the
requirements of the NYSE Arca or the AMEX, as applicable, necessary to maintain
the listing of the Funds will continue to be met or will remain unchanged.
Fluctuation of Net Asset Value. The NAV of a Fund's Shares will generally
fluctuate with changes in the market value of the Fund's holdings. The market
prices of the Shares will generally fluctuate in accordance with changes in NAV
as well as the relative supply of and demand for the Shares on the NYSE Arca or
the AMEX, as applicable. The Investment Adviser cannot predict whether the
Shares will trade below, at or above their NAV. Price differences may be due, in
large part, to the fact that supply and demand forces at work in the secondary
trading market for the Shares will be closely related to, but not identical to,
the same forces influencing the prices of the stocks of the Index trading
individually or in the aggregate at any point in time.
However, given that the Shares can be purchased and redeemed in Creation Units
(unlike shares of many closed-end funds, which frequently trade at appreciable
discounts from, and sometimes premiums to, their NAV), the Investment Adviser
believes that large discounts or premiums to the NAV of the Shares should not be
sustained.
Securities Lending. Although a Fund will receive collateral in connection with
all loans of its securities holdings, the Fund would be exposed to a risk of
loss should a borrower default on its obligation to return the borrowed
securities (e.g., the loaned securities may have appreciated beyond the value of
the collateral held by the Fund). In addition, the Fund will bear the risk of
loss of any cash collateral that it invests.
Leverage. To the extent that a Fund borrows money, it may be leveraged.
Leveraging generally exaggerates the effect on NAV of any increase or decrease
in the market value of the Fund's portfolio securities.
These risks are described further in the Statement of Additional Information.
56 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Investment Advisory Services
Investment Adviser
Claymore Advisors, LLC, a wholly-owned subsidiary of Claymore Group Inc., acts
as each Fund's investment adviser pursuant to an advisory agreement with the
Fund (the "Advisory Agreement"). The Investment Adviser is a Delaware limited
liability company with its principal offices located at 2455 Corporate West
Drive, Lisle, Illinois 60532. As of June 30, 2008, Claymore entities have
provided supervisory, management, servicing or distribution services on
approximately $18.4 billion in assets. Claymore currently offers exchange-traded
funds, unit investment trusts and closed-end funds. Pursuant to the Advisory
Agreement, the Investment Adviser manages the investment and reinvestment of
each Fund's assets and administers the affairs of each Fund to the extent
requested by the Board of Trustees. The Investment Adviser also acts as
investment adviser to closed-end and open-end management investment companies.
Pursuant to the Advisory Agreement, each Fund pays the Investment Adviser an
advisory fee for the services and facilities it provides payable on a monthly
basis at the annual rate of each Fund's average daily net assets as set forth in
the table below.
FUND(S) ANNUAL FEE
--------------------------------------------------------------------------------
Claymore U.S. Capital Markets Bond ETF;
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF 0.20%
--------------------------------------------------------------------------------
Claymore U.S.-1 - The Capital Markets Index ETF 0.25%
--------------------------------------------------------------------------------
Claymore/Morningstar Information Super Sector Index ETF;
Claymore/Morningstar Services Super Sector Index ETF;
Claymore/Morningstar Manufacturing Super Sector Index ETF 0.40%
--------------------------------------------------------------------------------
Claymore/Zacks Dividend Rotation ETF 0.50%
--------------------------------------------------------------------------------
|
The Investment Adviser has contractually agreed to waive fees and/or pay Fund
expenses to the extent necessary to prevent the operating expenses of each Fund
(excluding interest expenses, a portion of each Fund's licensing fees, offering
costs (up to 0.25% of average net assets for the Claymore U.S. Capital Markets
Bond ETF, Claymore U.S. Capital Markets Micro-Term Fixed Income ETF and Claymore
U.S.-1 - The Capital Markets Index ETF) brokerage commissions and other trading
expenses, taxes and extraordinary expenses such as litigation and other expenses
not incurred in the ordinary course of each Fund's business) from exceeding the
percentage of average net assets per year of each Fund, as set forth in the
table below, at least until December 31, 2011.
FUND(S) EXPENSE CAP
--------------------------------------------------------------------------------
Claymore U.S. Capital Markets Bond ETF;
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF 0.27%
--------------------------------------------------------------------------------
Claymore U.S.-1 - The Capital Markets Index ETF 0.37%
--------------------------------------------------------------------------------
Claymore/Morningstar Information Super Sector Index ETF;
Claymore/Morningstar Services Super Sector Index ETF;
Claymore/Morningstar Manufacturing Super Sector Index ETF 0.40%
--------------------------------------------------------------------------------
Claymore/Zacks Dividend Rotation ETF 0.60%
--------------------------------------------------------------------------------
PROSPECTUS | 57
|
The offering costs excluded from the Expense Cap are: (a) legal fees pertaining
to each Fund's Shares offered for sale; (b) SEC and state registration fees; and
(c) initial fees paid to be listed on an exchange. The Trust and the Investment
Adviser have entered into the Expense Agreement, in which the Investment Adviser
has agreed to waive its management fees and/or pay certain operating expenses of
each Fund in order to maintain the expense ratio of each Fund at or below the
applicable Expense Cap, set forth in the table above (excluding the expenses
set forth above) (the "Expense Cap"). For a period of five years subsequent to
each Fund's commencement of operations, the Investment Adviser may recover from
each Fund fees and expenses waived or reimbursed during the prior three years if
the Fund's expense ratio, including the recovered expenses, falls below the
Expense Cap.
In addition to advisory fees, each Fund pays all other costs and expenses of its
operations, including service fees, distribution fees, custodian fees, legal and
independent registered public accounting firm fees, the costs of reports and
proxies to shareholders, compensation of Trustees (other than those who are
affiliated persons of the Investment Adviser) and all other ordinary business
expenses not specifically assumed by the Investment Adviser.
Investment Subadviser
Mellon Capital Management Corporation ("Mellon Capital") acts as the Investment
Subadviser to each of the Claymore U.S.-1 - The Capital Markets Index ETF,
Claymore U.S. Capital Markets Bond ETF and Claymore U.S. Capital Markets
Micro-Term Fixed Income ETF pursuant to a subadvisory agreement with the
Investment Adviser (the "Subadvisory Agreement"). Mellon Capital is a leading
innovator in the investment industry and manages global quantitative-based
investment strategies for institutional and private investors with its principal
office located at 50 Fremont Street, Suite 3900, San Francisco, California
94105. As of June 30, 2008, Mellon Capital had assets under management totaling
approximately $221 billion. Mellon Capital is a wholly-owned indirect subsidiary
of The Bank of New York Mellon Corporation, a publicly traded financial holding
company.
Pursuant to the Subadvisory Agreement, the Investment Adviser pays the
Investment Subadviser on a monthly basis a portion of the net advisory fees it
receives from each Fund, at the annual rate of 0.08% of average net assets up to
$200 million and 0.05% of average net assets over $200 million per Fund. The
Investment Adviser will pay the Investment Subadviser a minimum of $50,000 per
Fund per year after the Funds' first year of operations.
Approval of Advisory Agreement
A discussion regarding the basis for the Board of Trustees' approval of the
Advisory Agreement is available in the annual report to shareholders dated May
31, 2008 for the Claymore U.S.-1 - The Capital Markets Index ETF, Claymore U.S.
Capital Markets Bond ETF and Claymore U.S. Capital Markets Micro-Term Fixed
Income ETF, and is available in the semi-annual report to shareholders dated
December 31, 2007 for the Claymore/Morningstar Information Super Sector Index
ETF, Claymore/Morningstar Services Super Sector Index ETF, Claymore/Morningstar
Manufacturing Super Sector Index ETF and Claymore/Zacks Dividend Rotation ETF.
58 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Portfolio Management
The portfolio manager who is currently responsible for the day-to-day management
of each Fund's portfolio (except for the Claymore U.S.-1 - The Capital Markets
Index ETF, Claymore U.S. Capital Markets Bond ETF and Claymore U.S. Capital
Markets Micro-Term Fixed Income ETF) is Chuck Craig, CFA. Mr. Craig has managed
each Fund's portfolio since its inception. Mr. Craig is a Managing Director,
Portfolio Management and Supervision, of the Investment Adviser and Claymore
Securities, Inc. and joined Claymore Securities, Inc. in May of 2003. Mr. Craig
received a M.S. in Financial Markets from the Center for Law and Financial
Markets at the Illinois Institute of Technology. He also earned a B.S. in
Finance from Northern Illinois University.
Mellon Capital supervises and manages the investment portfolio of the Claymore
U.S.-1 - The Capital Markets Index ETF, Claymore U.S. Capital Markets Bond ETF
and Claymore U.S. Capital Markets Micro-Term Fixed Income ETF and directs the
purchase and sale of the Fund's investment securities. Each of the Mellon
Capital portfolio managers set forth below has managed the applicable Fund's
portfolio since its inception. Mellon Capital utilizes teams of investment
professionals acting together to manage the assets of each Fund. The teams meet
regularly to review portfolio holdings and to discuss purchase and sale
activity.
The portfolios of the Claymore U.S. Capital Markets Bond ETF and Claymore U.S.
Capital Markets Micro-Term Fixed Income ETF, and the fixed income and money
market portions of the portfolio of the Claymore U.S.-1 - The Capital Markets
Index ETF, are managed by Mellon Capital's Fixed Income Management team. The
individual members of the team who are primarily responsible for the day-to-day
management of those Fund's portfolios are:
David C. Kwan has been a Managing Director of Mellon Capital since 2000. He has
also been the Head of Fixed Income Management Group since 1994 and the Head of
the Trading Group since 1996. Mr. Kwan has direct oversight responsibility for
all U.S. and international fixed income portfolios, and the management of the
Global Opportunity Strategy. Mr. Kwan has had various positions and
responsibilities at Mellon Capital since he joined in 1990, one of which was
management of the firm's Enhanced Asset Allocation Fund. He received his M.B.A.
degree from University of California at Berkeley in 1990. Mr. Kwan has 17 years
of investment experience.
Zandra Zelaya has been a Vice President, Fixed Income at Mellon Capital since
November 2007. She joined Mellon Capital in 1997 as equity trading assistant.
Throughout the years she has held various positions in the Fixed Income
Management group among which were: Associate Portfolio Manager from 1999 to
January 2002, Senior Portfolio Manager 2002 to 2006 and Assistant Vice President
from 2006 to her recent promotion as Vice President. Prior to joining Mellon
Capital she worked as client support for fixed income analytics and managed the
data analytics department at Gifford Fong Associates. Ms. Zelaya attained the
Chartered Financial Analyst ("CFA") designation. She graduated with BS from
California State University, Hayward, California. She has 13 years of investment
experience.
The equity portion of the portfolio of the Claymore U.S.-1 - The Capital Markets
Index ETF is managed by Mellon Capital's East Coast Equity Index Portfolio
Management Team. The individual members of the team who are responsible for the
day-to-day management of that portion of the Fund's portfolio are Denise Krisko
and Steven Wetter.
PROSPECTUS | 59
Ms. Krisko is a Managing Director, Co-Head of the Equity Index Management and
Head of East Coast Equity Index Strategies for Mellon Capital with over 15 years
of investment experience. She was also a Managing Director of The Bank of New
York and Head of Equity Index Strategies for BNY Investment Advisors since
August of 2005. Prior to joining The Bank of New York, from 2000 to 2004, she
held various senior investment positions with Deutsche Asset Management and
Northern Trust, including quantitative strategies director, senior portfolio
manager and trader. Ms. Krisko attained the Chartered Financial Analyst ("CFA")
designation. She graduated with a BS from Pennsylvania State University, and
obtained an MBA from Villanova University.
Steven Wetter is a Vice President, Senior Portfolio Manager of Equity Index
Strategies obtained his M.B.A. from New York University, Stern School of
Business and has 20 years of investment experience. He is Responsible for
international portfolio management. Prior to joining the team, he worked as
portfolio manager and trader at Bankers Trust and continued in that role as the
division was sold to Deutsche Bank in 1999 and Northern Trust in 2003.
Previously Mr. Wetter held positions in the financial industry as part of the
International Equity team at Scudder Stevens and Clark. The Statement of
Additional Information provides additional information about each portfolio
manager's compensation structure, other accounts managed by the portfolio
manager and the portfolio manager's ownership of securities of the funds he or
she manages.
The Statement of Additional Information provides additional information about
each portfolio manager's compensation structure, other accounts managed by the
portfolio manager and the portfolio manager's ownership of securities of the
funds he or she manages.
60 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Purchase and Redemption of Shares
General
The Shares are issued or redeemed by the Funds at net asset value per Share only
in Creation Unit size. See "Creations, Redemptions and Transaction Fees."
Most investors buy and sell Shares of the Funds in secondary market transactions
through brokers. Shares of the Funds are listed and traded on the secondary
market on the NYSE Arca or the AMEX. Shares can be bought and sold throughout
the trading day like other publicly traded shares. There is no minimum
investment. Although Shares are generally purchased and sold in "round lots" of
100 Shares, brokerage firms typically permit investors to purchase or sell
Shares in smaller "odd lots," at no per-share price differential. When buying or
selling Shares through a broker, you will incur customary brokerage commissions
and charges, and you may pay some or all of the spread between the bid and the
offered price in the secondary market on each leg of a round trip (purchase and
sale) transaction. The Funds trade on the NYSE Arca or the AMEX, as applicable,
at prices that may differ to varying degrees from the daily NAV of the Shares.
Given that each Fund's Shares can be issued and redeemed in Creation Units, the
Investment Adviser believes that large discounts and premiums to NAV should not
be sustained for long. The following Funds trade under the NYSE Arca symbols set
forth in the chart below.
Name of Fund NYSE Arca Ticker Symbol
-----------------------------------------------------------------------------------
Claymore/Morningstar Information Super Sector Index ETF MZN
-----------------------------------------------------------------------------------
Claymore/Morningstar Services Super Sector Index ETF MZO
-----------------------------------------------------------------------------------
Claymore/Morningstar Manufacturing Super Sector Index ETF MZG
-----------------------------------------------------------------------------------
|
The following Funds trade under the AMEX symbols set forth in the chart below.
Name of Fund AMEX Ticker Symbol
-----------------------------------------------------------------------------------
Claymore U.S. Capital Markets Bond ETF UBD
-----------------------------------------------------------------------------------
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF ULQ
-----------------------------------------------------------------------------------
Claymore U.S.-1 - The Capital Markets Index ETF UEM
-----------------------------------------------------------------------------------
Claymore/Zacks Dividend Rotation ETF IRO
-----------------------------------------------------------------------------------
|
Share prices are reported in dollars and cents per Share.
PROSPECTUS | 61
Investors may acquire Shares directly from the Funds, and shareholders may
tender their Shares for redemption directly to the Funds, only in Creation Units
of the amount of Shares set forth in the table below, as discussed in the
"Creations, Redemptions and Transaction Fees" section, which follows.
FUND(S) CREATION UNIT SIZE
--------------------------------------------------------------------------------
Claymore U.S.-1 - The Capital Markets Index ETF 200,000 Shares
--------------------------------------------------------------------------------
Claymore/Morningstar Information Super Sector Index ETF;
Claymore/Morningstar Services Super Sector Index ETF;
Claymore/Morningstar Manufacturing Super Sector Index ETF 150,000 Shares
--------------------------------------------------------------------------------
Claymore U.S. Capital Markets Bond ETF;
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF 100,000 Shares
--------------------------------------------------------------------------------
Claymore/Zacks Dividend Rotation ETF 50,000 Shares
--------------------------------------------------------------------------------
|
Book Entry
Shares are held in book-entry form, which means that no stock certificates are
issued. The Depository Trust Company ("DTC") or its nominee is the record owner
of all outstanding Shares of the Funds and is recognized as the owner of all
Shares for all purposes.
Investors owning Shares are beneficial owners as shown on the records of DTC or
its participants. DTC serves as the securities depository for all Shares.
Participants in DTC include securities brokers and dealers, banks, trust
companies, clearing corporations and other institutions that directly or
indirectly maintain a custodial relationship with DTC. As a beneficial owner of
Shares, you are not entitled to receive physical delivery of stock certificates
or to have Shares registered in your name, and you are not considered a
registered owner of Shares. Therefore, to exercise any right as an owner of
Shares, you must rely upon the procedures of DTC and its participants. These
procedures are the same as those that apply to any other stocks that you may
hold in book entry or "street name" form.
62 | CLAYMORE EXCHANGE-TRADED FUND TRUST
How To Buy And Sell Shares
Pricing Fund Shares
The trading price of each Fund's shares on the NYSE Arca or the AMEX, as
applicable, may differ from the Fund's daily net asset value and can be affected
by market forces of supply and demand, economic conditions and other factors.
The NYSE Arca or the AMEX, as applicable, intends to disseminate the approximate
value of Shares of the Funds every fifteen seconds. This approximate value
should not be viewed as a "real-time" update of the NAV per Share of the Funds
because the approximate value may not be calculated in the same manner as the
NAV, which is computed once a day, generally at the end of the business day. The
Funds are not involved in, or responsible for, the calculation or dissemination
of the approximate value and the Funds do not make any warranty as to its
accuracy.
The net asset value per Share for each Fund is determined once daily as of the
close of the NYSE Arca or the AMEX, as applicable, usually 4:00 p.m. Eastern
time, each day the NYSE Arca or the AMEX, as applicable, is open for trading
provided that, for the Claymore U.S. Capital Markets Bond ETF, Claymore U.S.
Capital Markets Micro-Term Fixed Income ETF and the Claymore U.S.-1 - The
Capital Markets Index ETF, the NAV may be calculated as of the announced closing
time for trading in fixed income instruments on any day that the Securities
Industry and Financial Markets Association announces an early closing time. NAV
per Share is determined by dividing the value of the Fund's portfolio
securities, cash and other assets (including accrued interest), less all
liabilities (including accrued expenses), by the total number of shares
outstanding.
Equity securities are valued at the last reported sale price on the principal
exchange or on the principal OTC market on which such securities are traded, as
of the close of regular trading on the NYSE Arca or the AMEX, as applicable, on
the day the securities are being valued or, if there are no sales, at the mean
of the most recent bid and asked prices. Equity securities that are traded
primarily on the NASDAQ Stock Market are valued at the NASDAQ Official Closing
Price. Debt securities are valued at the bid price for such securities or, if
such prices are not available, at prices for securities of comparable maturity,
quality, and type. Short-term securities for which market quotations are not
readily available are valued at amortized cost, which approximates market value.
Securities for which market quotations are not readily available, including
restricted securities, are valued by a method that the Trustees believe
accurately reflects fair value. Securities will be valued at fair value when
market quotations are not readily available or are deemed unreliable, such as
when a security's value or meaningful portion of a Fund's portfolio is believed
to have been materially affected by a significant event. Such events may include
a natural disaster, an economic event like a bankruptcy filing, a trading halt
in a security, an unscheduled early market close or a substantial fluctuation in
domestic and foreign markets that has occurred between the close of the
principal exchange and the NYSE Arca or the AMEX, as applicable. In such a case,
the value for a security is likely to be different from the last quoted market
price. In addition, due to the subjective and variable nature of fair market
value pricing, it is possible that the value determined for a particular asset
may be materially different from the value realized upon such asset's sale.
PROSPECTUS | 63
Creation Units
Investors such as market makers, large investors and institutions who wish to
deal in Creation Units directly with the Funds must have entered into an
authorized participant agreement with the distributor and the transfer agent, or
purchase through a dealer that has entered into such an agreement. Set forth
below is a brief description of the procedures applicable to purchase and
redemption of Creation Units. For more detailed information, see "Creation and
Redemption of Creation Unit Aggregations" in the Statement of Additional
Information.
How to Buy Shares
In order to purchase Creation Units of a Fund, an investor must generally
deposit a designated portfolio of securities constituting a substantial
replication, or a representation, of the stocks included in the Index (the
"Deposit Securities") and generally make a small cash payment referred to as the
"Cash Component." For those Authorized Participants that are not eligible for
trading a Deposit Security, custom orders are available. The list of the names
and the numbers of shares of the Deposit Securities is made available by the
Funds' custodian through the facilities of the National Securities Clearing
Corporation, commonly referred to as NSCC, immediately prior to the opening of
business each day of the NYSE Arca or the AMEX, as applicable. The Cash
Component represents the difference between the net asset value of a Creation
Unit and the market value of the Deposit Securities. In the case of custom
orders, cash-in-lieu may be added to the Cash Component to replace any Deposit
Securities that the Authorized Participant may not be eligible to trade.
Orders must be placed in proper form by or through either (i) a "Participating
Party" i.e., a broker-dealer or other participant in the Clearing Process of the
Continuous Net Settlement System of the NSCC (the "Clearing Process") or (ii) a
participant of The Depository Trust Company ("DTC Participant") that has entered
into an agreement with the Trust, the distributor and the transfer agent, with
respect to purchases and redemptions of Creation Units (collectively,
"Authorized Participant" or "AP"). All standard orders must be placed for one or
more whole Creation Units of Shares of each Fund and must be received by the
distributor in proper form no later than the close of regular trading on the
NYSE Arca or the AMEX, as applicable (ordinarily 4:00 p.m. Eastern time)
("Closing Time") in order to receive that day's closing NAV per Share. In the
case of custom orders, as further described in the Statement of Additional
Information, the order must be received by the distributor no later than one
hour prior to Closing Time in order to receive that day's closing NAV per Share.
A custom order may be placed by an Authorized Participant in the event that the
Trust permits or requires the substitution of an amount of cash to be added to
the Cash Component to replace any Deposit Security which may not be available in
sufficient quantity for delivery or which may not be eligible for trading by
such Authorized Participant or the investor for which it is acting or any other
relevant reason. See "Creation and Redemption of Creation Unit Aggregations" in
the Statement of Additional Information.
64 | CLAYMORE EXCHANGE-TRADED FUND TRUST
The following fixed creation transaction fees per transaction for the Funds (the
"Creation Transaction Fee") set forth in the table below, are applicable to each
transaction regardless of the number of Creation Units purchased in the
transaction.
FIXED CREATION
TRANSACTION FEES
FUND (PER TRANSACTION)
--------------------------------------------------------------------------------
Claymore/Morningstar Manufacturing Super Sector Index ETF $3,500
--------------------------------------------------------------------------------
Claymore/Morningstar Information Super Sector Index ETF $2,000
--------------------------------------------------------------------------------
Claymore/Morningstar Services Super Sector Index ETF $5,500
--------------------------------------------------------------------------------
Claymore U.S. Capital Markets Bond ETF $1,000
--------------------------------------------------------------------------------
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF $1,000
--------------------------------------------------------------------------------
Claymore U.S.-1 - The Capital Markets Index ETF $1,000
--------------------------------------------------------------------------------
Claymore/Zacks Dividend Rotation ETF $ 500
--------------------------------------------------------------------------------
|
A variable charge of up to four times the Creation Transaction Fee may be
imposed with respect to transactions effected outside of the Clearing Process
(through a DTC Participant) or to the extent that cash is used in lieu of
securities to purchase Creation Units. See "Creation and Redemption of Creation
Unit Aggregations" in the Statement of Additional Information. The price for
each Creation Unit will equal the daily NAV per Share times the number of Shares
in a Creation Unit plus the fees described above and, if applicable, any
transfer taxes.
Shares of each Fund may be issued in advance of receipt of all Deposit
Securities subject to various conditions, including a requirement to maintain on
deposit with the Trust cash at least equal to 115% of the market value of the
missing Deposit Securities. Any such transaction effected must be effected
outside the Clearing Process. See "Creation and Redemption of Creation Unit
Aggregations" in the Statement of Additional Information.
Legal Restrictions on Transactions in Certain Stocks
An investor subject to a legal restriction with respect to a particular stock
required to be deposited in connection with the purchase of a Creation Unit may,
at a Fund's discretion, be permitted to deposit an equivalent amount of cash in
substitution for any stock which would otherwise be included in the Deposit
Securities applicable to the purchase of a Creation Unit. For more details, see
"Creation and Redemption of Creation Unit Aggregations" in the Statement of
Additional Information.
Redemption of Shares
Shares may be redeemed only in Creation Units at their NAV and only on a day the
NYSE Arca or the AMEX, as applicable, is open for business. The Funds' custodian
makes available immediately prior to the opening of business each day of the
NYSE Arca or the AMEX, as applicable, through the facilities of the NSCC, the
list of the names and the numbers of shares of the Funds' portfolio securities
that will be applicable that day to redemption requests in proper form ("Fund
Securities"). Fund Securities received on redemption may not be identical to
Deposit Securities which are applicable to purchases of Creation Units. Unless
cash redemptions are available or specified for the Funds, the redemption
proceeds
PROSPECTUS | 65
consist of the Fund Securities, plus cash in an amount equal to the difference
between the NAV of Shares being redeemed as next determined after receipt by the
transfer agent of a redemption request in proper form, and the value of the Fund
Securities (the "Cash Redemption Amount"), less the applicable redemption fee
and, if applicable, any transfer taxes. Should the Fund Securities have a value
greater than the NAV of Shares being redeemed, a compensating cash payment to
the Trust equal to the differential, plus the applicable redemption fee and, if
applicable, any transfer taxes will be required to be arranged for by or on
behalf of the redeeming shareholder. For more details, see "Creation and
Redemption of Creation Unit Aggregations" in the Statement of Additional
Information.
An order to redeem Creation Units of the Fund may only be effected by or through
an Authorized Participant. An order to redeem must be placed for one or more
whole Creation Units and must be received by the transfer agent in proper form
no later than the Closing Time in order to receive that day's closing NAV per
Share. In the case of custom orders, as further described in the Statement of
Additional Information, the order must be received by the transfer agent no
later than 3:00 p.m. Eastern time.
The following fixed redemption transaction fees per transaction for the Funds
(the "Redemption Transaction Fee") set forth in the table below are applicable
to each redemption transaction regardless of the number of Creation Units
redeemed in the transaction.
FIXED REDEMPTION
TRANSACTION FEES
FUND (PER TRANSACTION)
--------------------------------------------------------------------------------
Claymore/Morningstar Manufacturing Super Sector Index ETF $3,500
--------------------------------------------------------------------------------
Claymore/Morningstar Information Super Sector Index ETF $2,000
--------------------------------------------------------------------------------
Claymore/Morningstar Services Super Sector Index ETF $5,500
--------------------------------------------------------------------------------
Claymore U.S. Capital Markets Bond ETF $1,000
--------------------------------------------------------------------------------
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF $1,000
--------------------------------------------------------------------------------
Claymore U.S.-1 - The Capital Markets Index ETF $1,000
--------------------------------------------------------------------------------
Claymore/Zacks Dividend Rotation ETF $ 500
--------------------------------------------------------------------------------
|
A variable charge of up to four times the Redemption Transaction Fee may be
charged to approximate additional expenses incurred by the Trust with respect to
redemptions effected outside of the Clearing Process or to the extent that
redemptions are for cash. The Funds reserve the right to effect redemptions in
cash. A shareholder may request a cash redemption in lieu of securities,
however, a Fund may, in its discretion, reject any such request. See "Creation
and Redemption of Creation Unit Aggregations" in the Statement of Additional
Information.
Distributions
Dividends and Capital Gains. Fund shareholders are entitled to their share of a
Fund's income and net realized gains on its investments. Each Fund pays out
substantially all of its net earnings to its shareholders as "distributions."
Each Fund typically earns income dividends from stocks and interest from debt
securities. These amounts, net of expenses, are passed along to Fund
shareholders as "income
66 | CLAYMORE EXCHANGE-TRADED FUND TRUST
dividend distributions." Each Fund realizes capital gains or losses whenever it
sells securities. Net long-term capital gains are distributed to shareholders as
"capital gain distributions."
Income dividends, if any, are distributed to shareholders annually for the
Claymore/Morningstar Information Super Sector Index ETF, Claymore/Morningstar
Services Super Sector Index ETF and Claymore/Morningstar Manufacturing Super
Sector Index ETF, and quarterly for the Claymore U.S.-1 - The Capital Markets
Index ETF and the Claymore/Zacks Dividend Rotation ETF and monthly for the
Claymore U.S. Capital Markets Bond ETF and the Claymore U.S. Capital Markets
Micro-Term Fixed Income ETF. Net capital gains are distributed at least
annually. Dividends may be declared and paid more frequently to improve Index
tracking or to comply with the distribution requirements of the Internal Revenue
Code of 1986, as amended. In addition, the Claymore/Zacks Dividend Rotation ETF
intends to distribute at least quarterly amounts representing the full dividend
yield net of expenses on the underlying investment securities as if the Fund
owned the underlying investment securities for the entire dividend period. As a
result, some portion of each distribution may result in a return of capital.
Fund shareholders will be notified regarding the portion of the distribution
that represents a return of capital.
Distributions in cash may be reinvested automatically in additional whole Shares
only if the broker through which the Shares were purchased makes such option
available.
Distribution Plan and Service Plan
The Board of Trustees of the Trust has adopted a distribution and services plan
(the "Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as
amended (the "1940 Act"). Under the Plan, each Fund is authorized to pay
distribution fees in connection with the sale and distribution of its shares and
pay service fees in connection with the provision of ongoing services to
shareholders of each class and the maintenance of shareholder accounts in an
amount up to 0.25% of its average daily net assets each year.
No 12b-1 fees are currently paid by the Funds, and there are no current plans to
impose these fees. However, in the event 12b-1 fees are charged in the future,
because these fees are paid out of a Fund's assets on an ongoing basis, these
fees will increase the cost of your investment in the Fund. By purchasing shares
subject to distribution fees and service fees, you may pay more over time than
you would by purchasing shares with other types of sales charge arrangements.
Long-term shareholders may pay more than the economic equivalent of the maximum
front-end sales charge permitted by the rules of the Financial Industry
Regulatory Authority. The net income attributable to the Shares will be reduced
by the amount of distribution fees and service fees and other expenses of the
Funds.
PROSPECTUS | 67
Frequent Purchases and Redemptions
The Funds impose no restrictions on the frequency of purchases and redemptions.
The Board of Trustees evaluated the risks of market timing activities by the
Funds' shareholders when they considered that no restriction or policy was
necessary. The Board considered that, unlike traditional mutual funds, each Fund
issues and redeems its shares at NAV for a basket of securities intended to
mirror the Fund's portfolio, plus a small amount of cash, and a Fund's Shares
may be purchased and sold on the exchange at prevailing market prices. Given
this structure, the Board determined that it is unlikely that (a) market timing
would be attempted by each Fund's shareholders or (b) any attempts to market
time a Fund by its shareholders would result in negative impact to the Fund or
its shareholders.
Fund Service Providers
Claymore Advisors, LLC is the administrator of the Funds.
The Bank of New York Mellon is the custodian and fund accounting and transfer
agent for the Funds.
Clifford Chance US LLP serves as legal counsel to the Funds.
Ernst & Young LLP serves as each Fund's independent registered public accounting
firm. The independent registered public accounting firm is responsible for
auditing the annual financial statements of the Funds.
Index Providers
Morningstar, Inc. is the Index Provider for the Claymore/Morningstar Information
Super Sector Index ETF, Claymore/Morningstar Services Super Sector Index ETF and
Claymore/Morningstar Manufacturing Super Sector Index ETF. Morningstar is not
affiliated with the Trust, the Investment Adviser or the distributor. The
Investment Adviser has entered into a license agreement with Morningstar to use
the Index.
Dorchester Capital Management LLC is the Index Provider for Claymore U.S.
Capital Markets Bond ETF, Claymore U.S. Capital Markets Micro-Term Fixed Income
ETF and Claymore U.S.-1 - The Capital Markets Index ETF. Dorchester is not
affiliated with the Trust, the Investment Adviser, the Investment Subadviser or
the distributor. The Investment Adviser has entered into a license agreement
with Dorchester to use each Index.
Zacks Investment Research, Inc. is the Index Provider for the Claymore/Zacks
Dividend Rotation ETF. Zacks is not affiliated with the Trust, the Investment
Adviser or the distributor. The Investment Adviser has entered into a license
agreement with Zacks to use the Index.
Each Fund is entitled to use its respective Index pursuant to a sub-licensing
arrangement with the Investment Adviser.
68 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Disclaimers
The "Morningstar Information Super Sector Index," "Morningstar Services Super
Sector Index" and "Morningstar Manufacturing Super Sector Index" are trademarks
of Morningstar and have been licensed for use for certain purposes by the
Investment Adviser. The Fund is not sponsored, endorsed, sold or promoted by
Morningstar and Morningstar makes no representation regarding the advisability
of investing in Shares of the Fund.
The Claymore/Morningstar Information Super Sector Index ETF,
Claymore/Morningstar Services Super Sector Index ETF and Claymore/Morningstar
Manufacturing Super Sector Index ETF and their Shares are not sponsored,
endorsed, sold or promoted by Morningstar. Morningstar makes no representation
or warranty, express or implied, to the shareholders of the Funds or any member
of the public regarding the advisability of investing in securities generally or
in the Funds particularly or the ability of any data supplied by Morningstar to
track general stock market performance. Morningstar's only relationship to the
Investment Adviser is the licensing of certain trademarks and trade names of
Morningstar and of the data supplied by Morningstar, which is determined,
composed and calculated by Morningstar without regard to the Funds or their
Shares. Morningstar has no obligation to take the needs of the Investment
Adviser or the shareholders of the Funds into consideration in determining,
composing or calculating the data supplied by Morningstar. Morningstar is not
responsible for and has not participated in the determination of the prices of
the Shares of the Funds or the timing of the issuance or sale of such Shares.
Morningstar has no obligation or liability in connection with the
administration, marketing or trading of the Funds or their Shares.
The "CPMKTB-The Capital Markets Bond Index," "CPMKTL-The Capital Markets
Liquidity Index" and "CPMKTS-The Capital Markets Index" are trademarks of
Dorchester and have been licensed for use for certain purposes by the Investment
Adviser. The Funds are not sponsored, endorsed, sold or promoted by Dorchester
and Dorchester makes no representation regarding the advisability of investing
in Shares of the Funds.
The Claymore U.S. Capital Markets Bond ETF, Claymore U.S. Capital Markets
Micro-Term Fixed Income ETF and Claymore U.S.-1 - The Capital Markets Index ETF
and their shares are not sponsored, endorsed, sold or promoted by Dorchester.
Dorchester makes no representation or warranty, express or implied, to the
shareholders of the funds or any member of the public regarding the advisability
of investing in securities generally or in the funds particularly or the ability
of any data supplied by Dorchester to track general market performance.
Dorchester's only relationship to the investment adviser is the licensing of
each index, which are determined, composed and calculated by Dorchester without
regard to the Investment Adviser, the funds or their shares. Dorchester has no
obligation to take the needs of the Investment Adviser or the shareholders of
the funds into consideration in determining, composing or calculating each
index. Dorchester is not responsible for and has not participated in the
determination of the timing of, prices at or quantities of the shares of the
funds to be issued or in the determination or calculation of the equation by
which the shares of the funds may be converted to cash. Dorchester has no
obligation or liability in connection with the administration, marketing or
trading of the funds or their shares. Dorchester shall not be under any
obligation to advise any person of any error in any index. due to the number of
sources from which index content is obtained, and the inherent hazards of
electronic distribution there may be delays, omissions or inaccuracies in such
content and each Index.
PROSPECTUS | 69
Each index and its content is provided "as is." Neither dorchester nor any of
its respective affiliates, agents and licensors warrants or guarantees the
accuracy, completeness, currentness, noninfringement, merchantability or fitness
for a particular purpose of each index or of the data used to calculate an index
or the content available through an index, or the uninterrupted calculation or
dissemination of an index. Neither Dorchester nor any of its affiliates, agents
or licensors shall be liable for any loss or injury resulting directly from use
of an index and caused in whole or part by contingencies beyond its control in
procuring, compiling, interpreting, reporting or delivering an index and any
content through such index. In no event will Dorchester or any of its
affiliates, agents or licensors be liable for any decision made or action taken
in reliance on such content or index. Neither Dorchester nor any of its
affiliates, agents and licensors shall be liable for any damages (including,
without limitation, consequential, special, punitive, incidental, indirect, lost
profits or similar damages) even if advised of the possibility of such damages.
Except for the funds, there are no third party beneficiaries of any agreements
or arrangements between Dorchester and the Investment Adviser.
The "Zacks Dividend Rotation Index" is a trademark of Zacks and has been
licensed for use for certain purposes by the Investment Adviser. The Fund is not
sponsored, endorsed, sold or promoted by Zacks and Zacks makes no representation
regarding the advisability of investing in Shares of the Fund.
The Claymore/Zacks Dividend Rotation ETF and its Shares are not sponsored,
endorsed, sold or promoted by Zacks. Zacks makes no representation or warranty,
express or implied, to the shareholders of the Fund or any member of the public
regarding the advisability of investing in securities generally or in the Fund
particularly or the ability of any data supplied by Zacks to track general stock
market performance. Zacks's only relationship to the Investment Adviser is the
licensing of certain trademarks and trade names of Zacks and of the data
supplied by Zacks, which is determined, composed and calculated by Zacks without
regard to the Fund or its Shares. Zacks has no obligation to take the needs of
the Investment Adviser or the shareholders of the Fund into consideration in
determining, composing or calculating the data supplied by Zacks. Zacks is not
responsible for and has not participated in the determination of the price of
the Shares of the Fund or the timing of the issuance or sale of such Shares.
Zacks has no obligation or liability in connection with the administration,
marketing or trading of the Fund or its Shares.
The Investment Adviser and Investment Subadviser do not guarantee the accuracy
and/or the completeness of each Index or any data included therein, and the
Investment Adviser and Investment Subadviser shall have no liability for any
errors, omissions or interruptions therein. The Investment Adviser and
Investment Subadviser make no warranty, express or implied, as to results to be
obtained by the Funds, owners of the Shares of the Funds or any other person or
entity from the use of each Index or any data included therein. The Investment
Adviser and Investment Subadviser make no express or implied warranties, and
expressly disclaim all warranties of merchantability or fitness for a particular
purpose or use with respect to each Index or any data included therein. Without
limiting any of the foregoing, in no event shall the Investment Adviser and
Investment Subadviser have any liability for any special, punitive, direct,
indirect or consequential damages (including lost profits) arising out of
matters relating to the use of each Index even if notified of the possibility of
such damages.
70 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Federal Income Taxation
As with any investment, you should consider how your investment in Shares will
be taxed. The tax information in this Prospectus is provided as general
information. You should consult your own tax professional about the tax
consequences of an investment in Shares.
Unless your investment in Shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA plan, you need to be aware of
the possible tax consequences when:
o Your Fund makes distributions,
o You sell your Shares listed on the NYSE Arca or the AMEX, as applicable,
and
o You purchase or redeem Creation Units.
Taxes on Distributions
Income dividends, if any, are distributed to shareholders annually for the
Claymore/Morningstar Information Super Sector Index ETF, Claymore/Morningstar
Services Super Sector Index ETF and Claymore/Morningstar Manufacturing Super
Sector Index ETF, quarterly for the Claymore U.S.-1 - The Capital Markets Index
ETF and the Claymore/Zacks Dividend Rotation ETF and monthly for the Claymore
U.S. Capital Markets Bond ETF and the Claymore U.S. Capital Markets Micro-Term
Fixed Income ETF. Each Fund may also pay a special distribution at the end of
the calendar year to comply with federal tax requirements. In general, your
distributions are subject to federal income tax when they are paid, whether you
take them in cash or reinvest them in a Fund. Dividends paid out of a Fund's
income and net short-term gains, if any, are taxable as ordinary income.
Distributions of net long-term capital gains, if any, in excess of net
short-term capital losses are taxable as long-term capital gains, regardless of
how long you have held the Shares.
Long-term capital gains of non-corporate taxpayers are generally taxed at a
maximum rate of 15% for taxable years beginning before January 1, 2011. In
addition, for these taxable years some ordinary dividends declared and paid by a
Fund to non-corporate shareholders may qualify for taxation at the lower reduced
tax rates applicable to long-term capital gains, provided that the holding
period and other requirements are met by the Fund and the shareholder. Without
future Congressional action, the maximum rate of long-term capital gain will
return to 20% in 2011, and all dividends wll be taxed at ordinary income rates.
Distributions in excess of a Fund's current and accumulated earnings and profits
are treated as a tax-free return of capital to the extent of your basis in the
Shares, and as capital gain thereafter. A distribution will reduce a Fund's net
asset value per Share and may be taxable to you as ordinary income or capital
gain even though, from an investment standpoint, the distribution may constitute
a return of capital.
If you are not a citizen or permanent resident of the United States, each Fund's
ordinary income dividends (which include distributions of net short-term capital
gains) will generally be subject to a 30% U.S. withholding tax, unless a lower
treaty rate applies or unless such income is effectively connected with a U.S.
trade or business carried on through a permanent establishment in the United
States. Prospective investors are urged to consult their tax advisors concerning
the applicability of the U.S. withholding tax.
PROSPECTUS | 71
Dividends and interest received by a Fund may give rise to withholding and other
taxes imposed by foreign countries. Tax conventions between certain countries
and the United States may reduce or eliminate such taxes.
By law, each Fund must withhold a percentage of your distributions and proceeds
if you have not provided a taxpayer identification number or social security
number. The backup withholding rate for individuals is currently 28%.
Taxes on Exchange-Listed Shares Sales
Currently, any capital gain or loss realized upon a sale of Shares is generally
treated as long-term capital gain or loss if the Shares have been held for more
than one year and as short-term capital gain or loss if the Shares have been
held for one year or less. The ability to deduct capital losses may be limited.
Taxes on Purchase and Redemption of Creation Units
An authorized purchaser who exchanges equity securities for Creation Units
generally will recognize a gain or a loss. The gain or loss will be equal to the
difference between the market value of the Creation Units at the time and the
exchanger's aggregate basis in the securities surrendered and the Cash Component
paid. A person who exchanges Creation Units for equity securities will generally
recognize a gain or loss equal to the difference between the exchanger's basis
in the Creation Units and the aggregate market value of the securities received
and the Cash Redemption Amount. The Internal Revenue Service, however, may
assert that a loss realized upon an exchange of securities for Creation Units
cannot be deducted under the rules governing "wash sales" on the basis that
there has been no significant change in economic position. Persons exchanging
securities should consult their own tax advisor with respect to whether the wash
sale rules apply and when a loss might be deductible.
Under current federal tax laws, any capital gain or loss realized upon
redemption of Creation Units is generally treated as long-term capital gain or
loss if the Shares have been held for more than one year and as a short-term
capital gain or loss if the Shares have been held for one year or less.
If you purchase or redeem Creation Units, you will be sent a confirmation
statement showing how many and at what price you purchased or sold Shares.
The foregoing discussion summarizes some of the possible consequences under
current federal tax law of an investment in a Fund. It is not a substitute for
personal tax advice. You may also be subject to state and local taxation on Fund
distributions and sales of Fund Shares. You are advised to consult your personal
tax advisor about the potential tax consequences of an investment in Fund Shares
under all applicable tax laws.
72 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Other Information
For purposes of the 1940 Act, each Fund is treated as a registered investment
company. Section 12(d)(1) of the 1940 Act restricts investments by investment
companies in the securities of other investment companies, including shares of
the Funds. Registered investment companies are permitted to invest in the Funds
beyond the limits set forth in Section 12(d)(1) subject to certain terms and
conditions set forth in an SEC exemptive order issued to the Trust, including
that such investment companies enter into an agreement with the Funds.
Disclosure of Portfolio Holdings
A description of the Trust's policies and procedures with respect to the
disclosure of the Funds' portfolio securities is available in the Funds'
Statement of Additional Information.
PROSPECTUS | 73
Financial Highlights
The financial highlights table is intended to help you understand each Fund's
financial performance since its inception. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned (or lost) on an investment
in each Fund (assuming reinvestment of all dividends and distributions). This
information has been derived from the Funds' financial statements which have
been audited by Ernst & Young LLP, whose report, along with the Funds' financial
statements, are included in the Funds' Annual Report, which is available upon
request.
74 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Claymore/Morningstar Information Super Sector Index ETF
For the Period
August 22, 2007**
Per share operating performance through
for a share outstanding throughout the period May 31, 2008
--------------------------------------------------------------------------------
Net asset value, beginning of period $ 25.09
--------------------------------------------------------------------------------
Income from investment operations
Net investment income (loss) (a) (0.04)
Net realized and unrealized gain (loss) on investments (0.29)
--------------------------------------------------------------------------------
Total from investment operations (0.33)
--------------------------------------------------------------------------------
Distributions to shareholders
From and in excess of net investment income (0.03)
--------------------------------------------------------------------------------
Net asset value, end of period $ 24.73
================================================================================
Market value, end of period $ 24.13
================================================================================
Total return *(b)
Net asset value -1.31%
Ratios and supplemental data
Net assets, end of period (thousands) $ 3,710
Ratio of net expenses to average net assets* 1.46%(c)
Ratio of net investment income (loss) to average net
assets* -0.21%(c)
Portfolio turnover rate 7%(d)
|
* If certain expenses had not been waived or reimbursed by
the Adviser, total return would have been lower and the
ratios would have been as follows:
Ratio of total expenses to average net assets 6.82%(c)
Ratio of net investment income (loss) to average
net assets -5.57%(c)
|
** Commencement of investment operations and initial listing date on the New
York Stock Exchange Arca.
(a) Based on average shares outstanding during the period.
(b) Total investment return is calculated assuming a purchase of a common
share at the beginning of the period and a sale on the last day of the
period reported at net asset value ("NAV"). Dividends and distributions
are assumed to be reinvested at NAV. Total investment return does not
reflect brokerage commissions. A return calculated for a period of less
than one year is not annualized.
(c) Annualized.
(d) Portfolio turnover is not annualized and does not include securities
received or delivered from processing creations or redemptions.
PROSPECTUS | 75
Claymore/Morningstar Services Super Sector Index ETF
For the Period
August 22, 2007**
Per share operating performance through
for a share outstanding throughout the period May 31, 2008
--------------------------------------------------------------------------------
Net asset value, beginning of period $ 25.12
--------------------------------------------------------------------------------
Income from investment operations
Net investment income (loss) (a) 0.14
Net realized and unrealized gain (loss) on investments (3.18)
--------------------------------------------------------------------------------
Total from investment operations (3.04)
--------------------------------------------------------------------------------
Distributions to Shareholders from
Net investment income (0.14)
--------------------------------------------------------------------------------
Net asset value, end of period $ 21.94
================================================================================
Market value, end of period $ 21.97
================================================================================
Total return* (b)
Net asset value -12.16%
Ratios and supplemental data
Net assets, end of period (thousands) $ 3,292
Ratio of net expenses to average net assets* 1.51%(c)
Ratio of net investment income to average net assets* 0.74%(c)
Portfolio turnover rate 8%(d)
|
* If certain expenses had not been waived or reimbursed by
the Adviser, total return would have been lower and the
ratios would have been as follows:
Ratio of total expenses to average net assets 7.08%(c)
Ratio of net investment income (loss) to average
net assets -4.83%(c)
|
** Commencement of investment operations and initial listing date on the New
York Stock Exchange Arca.
(a) Based on average shares outstanding during the period.
(b) Total investment return is calculated assuming a purchase of a common
share at the beginning of the period and a sale on the last day of the
period reported at net asset value ("NAV"). Dividends and distributions
are assumed to be reinvested at NAV. Total investment return does not
reflect brokerage commissions. A return calculated for a period of less
than one year is not annualized.
(c) Annualized.
(d) Portfolio turnover is not annualized and does not include securities
received or delivered from processing creations or redemptions.
76 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Claymore/Morningstar Manufacturing Super Sector Index ETF
For the Period
August 22, 2007**
Per share operating performance through
for a share outstanding throughout the period May 31, 2008
--------------------------------------------------------------------------------
Net asset value, beginning of period $ 24.90
--------------------------------------------------------------------------------
Income from investment operations
Net investment income (loss) (a) 0.16
Net realized and unrealized gain (loss) on investments 2.59
--------------------------------------------------------------------------------
Total from investment operations 2.75
--------------------------------------------------------------------------------
Distributions to Shareholders from
From and in excess of net investment income (0.18)
--------------------------------------------------------------------------------
Net asset value, end of period $ 27.47
================================================================================
Market value, end of period $ 27.21
================================================================================
Total return*(b)
Net asset value 11.05%
Ratios and supplemental data
Net assets, end of period (thousands) $ 4,121
Ratio of net expenses to average net assets* 1.39%(c)
Ratio of net investment income to average net assets* 0.78%(c)
Portfolio turnover rate 8%(d)
|
* If certain expenses had not been waived or reimbursed by
the Adviser, total return would have been lower and the
ratios would have been as follows:
Ratio of expenses to average net assets 6.31%(c)
Ratio of net investment income (loss) to average
net assets -4.14%(c)
|
** Commencement of investment operations and initial listing date on the New
York Stock Exchange Arca.
(a) Based on average shares outstanding during the period.
(b) Total investment return is calculated assuming a purchase of a common
share at the beginning of the period and a sale on the last day of the
period reported at net asset value ("NAV"). Dividends and distributions
are assumed to be reinvested at NAV. Total investment return does not
reflect brokerage commissions. A return calculated for a period of less
than one year is not annualized.
(c) Annualized.
(d) Portfolio turnover is not annualized and does not include securities
received or delivered from processing creations or redemptions.
PROSPECTUS | 77
Claymore U.S. Capital Markets Bond ETF
For the Period
February 12, 2008**
Per share operating performance through
for a share outstanding throughout the period May 31, 2008
--------------------------------------------------------------------------------
Net asset value, beginning of period $ 50.00
--------------------------------------------------------------------------------
Income from investment operations
Net investment income (loss) (a) 0.30
Net realized and unrealized gain (loss) on
investments (1.05)
--------------------------------------------------------------------------------
Total from investment operations (0.75)
--------------------------------------------------------------------------------
Distributions to shareholders from
Net investment income (0.27)
--------------------------------------------------------------------------------
Net asset value, end of period $ 48.98
================================================================================
Market value, end of period $ 49.07
================================================================================
Total return* (b)
Net asset value -1.50%
Ratios and supplemental data
Net assets, end of period (thousands) $ 4,898
Ratio of net expenses to average net assets* 0.57%(c)
Ratio of net investment income (loss) to average net assets* 2.01%(c)
Portfolio turnover rate 112%(d)
|
* If certain expenses had not been waived or reimbursed by
the Adviser, total return would have been lower and the
ratios would have been as follows:
Ratio of total expenses to average net assets 3.58%(c)
Ratio of net investment income (loss) to average
net assets -1.00%(c)
|
** Commencement of investment operations and initial listing date on the
American Stock Exchange.
(a) Based on average shares outstanding during the period.
(b) Total investment return is calculated assuming a purchase of a common
share at the beginning of the period and a sale on the last day of the
period reported at net asset value ("NAV"). Dividends and distributions
are assumed to be reinvested at NAV. Total investment return does not
reflect brokerage commissions. A return calculated for a period of less
than one year is not annualized.
(c) Annualized.
(d) Portfolio turnover is not annualized and does not include securities
received or delivered from processing creations or redemptions.
78 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF
For the Period
February 12, 2008**
Per share operating performance through
for a share outstanding throughout the period May 31, 2008
--------------------------------------------------------------------------------
Net asset value, beginning of period $ 50.00
--------------------------------------------------------------------------------
Income from investment operations
Net investment income (loss) (a) 0.32
Net realized and unrealized gain (loss) on
investments --
--------------------------------------------------------------------------------
Total from investment operations 0.32
--------------------------------------------------------------------------------
Distributions to Shareholders from
Net investment income (0.30)
--------------------------------------------------------------------------------
Net asset value, end of period $ 50.02
================================================================================
Market value, end of period $ 50.06
================================================================================
Total return* (b)
Net asset value 0.64%
Ratios and supplemental data
Net assets, end of period (thousands) $ 5,002
Ratio of net expenses to average net assets** 0.57%(c)
Ratio of net investment income to average net assets 2.15%(c)
Portfolio turnover rate 0%(d)
|
* If certain expenses had not been waived or reimbursed by
the Adviser, total return would have been lower and the
ratios would have been as follows:
Ratio of expenses to average net assets 3.80%(c)
Ratio of net investment income (loss) to average
net assets -1.08%(c)
|
** Commencement of investment operations and initial listing date on the
American Stock Exchange.
(a) Based on average shares outstanding during the period.
(b) Total investment return is calculated assuming a purchase of a common
share at the beginning of the period and a sale on the last day of the
period reported at net asset value ("NAV"). Dividends and distributions
are assumed to be reinvested at NAV. Total investment return does not
reflect brokerage commissions. A return calculated for a period of less
than one year is not annualized.
(c) Annualized.
(d) Portfolio turnover is not annualized and does not include securities
received or delivered from processing creations or redemptions.
PROSPECTUS | 79
Claymore U.S.-1 - The Capital Markets Index ETF
For the Period
February 12, 2008**
Per share operating performance through
for a share outstanding throughout the period May 31, 2008
--------------------------------------------------------------------------------
Net asset value, beginning of period $ 50.00
--------------------------------------------------------------------------------
Income from investment operations
Net investment income (loss) (a) 0.23
Net realized and unrealized gain (loss) on
investments 1.04
--------------------------------------------------------------------------------
Total from investment operations 1.27
--------------------------------------------------------------------------------
Distributions to Shareholders from
Net investment income (0.10)
--------------------------------------------------------------------------------
Net asset value, end of period $ 51.17
================================================================================
Market value, end of period $ 51.09
================================================================================
Total return* (b)
Net asset value 2.54%
Ratios and supplemental data
Net assets, end of period (thousands) $ 10,235
Ratio of net expenses to average net assets* 0.67%(c)
Ratio of net investment income to average net
assets* 1.52%(c)
Portfolio turnover rate 35%(d)
|
* If certain expenses had not been waived or reimbursed by
the Adviser, total return would have been lower and the
ratios would have been as follows:
Ratio of total expenses to average net assets 2.27%(c)
Ratio of net investment income (loss) to average
net assets -0.08%(c)
|
** Commencement of investment operations and initial listing date on the
American Stock Exchange.
(a) Based on average shares outstanding during the period.
(b) Total investment return is calculated assuming a purchase of a common
share at the beginning of the period and a sale on the last day of the
period reported at net asset value ("NAV"). Dividends and distributions
are assumed to be reinvested at NAV. Total investment return does not
reflect brokerage commissions. A return calculated for a period of less
than one year is not annualized.
(c) Annualized.
(d) Portfolio turnover is not annualized and does not include securities
received or delivered from processing creations or redemptions.
80 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Claymore/Zacks Dividend Rotation ETF
For the Period
October 24, 2007**
Per share operating performance through
for a share outstanding throughout the period May 31, 2008
--------------------------------------------------------------------------------
Net asset value, beginning of period $ 25.32
--------------------------------------------------------------------------------
Income from investment operations
Net investment income (loss) (a) 0.44
Net realized and unrealized gain (loss) on
investments (3.77)
--------------------------------------------------------------------------------
Total from investment operations (3.33)
--------------------------------------------------------------------------------
Distributions to Shareholders from
Net investment income (0.21)
--------------------------------------------------------------------------------
Net asset value, end of period $ 21.78
================================================================================
Market value, end of period $ 21.76
================================================================================
Total return*(b)
Net asset value -13.13%
Ratios and supplemental data
Net assets, end of period (thousands) $ 3,268
Ratio of net expenses to average net assets* 1.78%(c)
Ratio of net investment income (loss) to average
net assets* 3.29%(c)
Portfolio turnover rate 233%(d)
|
* If certain expenses had not been waived or reimbursed by
the Adviser, total return would have been lower and the
ratios would have been as follows:
Ratio of expenses to average net assets 5.70%(c)
Ratio of net investment income (loss) to average
net assets -0.63%(c)
|
** Commencement of investment operations and initial listing date on the
American Stock Exchange.
(a) Based on average shares outstanding during the period.
(b) Total investment return is calculated assuming a purchase of a common
share at the beginning of the period and a sale on the last day of the
period reported at net asset value ("NAV"). Dividends and distributions
are assumed to be reinvested at NAV. Total investment return does not
reflect brokerage commissions. A return calculated for a period of less
than one year is not annualized.
(c) Annualized.
(d) Portfolio turnover is not annualized and does not include securities
received or delivered from processing creations or redemptions.
PROSPECTUS | 81
Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for Shares and the NAV of the
Claymore/Morningstar Information Super Sector Index ETF, Claymore/Morningstar
Services Super Sector Index ETF and Claymore/Morningstar Manufacturing Super
Sector Index ETF. Such information with respect to the Claymore U.S.-1 - The
Capital Markets Index ETF, Claymore U.S. Capital Markets Bond ETF, Claymore U.S.
Capital Markets Micro-Term Fixed Income ETF and Claymore/Zacks Dividend Rotation
ETF will be presented once these Funds' Shares have traded for a full twelve
months. NAV is the price per share at which each Fund issues and redeems Shares.
It is calculated in accordance with the standard formula for valuing mutual fund
shares. The "Market Price" of each Fund generally is determined using the
midpoint between the highest bid and the lowest offer on the exchange on which
the Fund is listed for trading, as of the time the Fund's NAV is calculated.
Each Fund's Market Price may be at, above or below its NAV. The NAV of each Fund
will fluctuate with changes in the market value of its portfolio holdings. The
Market Price of each Fund will fluctuate in accordance with changes in its NAV,
as well as market supply and demand.
Premiums or discounts are the differences (generally expressed as a percentage)
between the NAV and Market Price of each Fund on a given day, generally at the
time NAV is calculated. A premium is the amount that each Fund is trading above
the reported NAV, expressed as a percentage of the NAV. A discount is the amount
that each Fund is trading below the reported NAV, expressed as a percentage of
the NAV.
The following information shows the frequency of distributions of premiums and
discounts for the Claymore/Morningstar Information Super Sector Index ETF,
Claymore/Morningstar Services Super Sector Index ETF and Claymore/Morningstar
Manufacturing Super Sector Index ETF. The information shown for the
Claymore/Morningstar Information Super Sector Index ETF, Claymore/Morningstar
Services Super Sector Index ETF and Claymore/Morningstar Manufacturing Super
Sector Index ETF, is for the fiscal year ended May 31, 2008 and for each of the
last four quarters.
Each line in the table shows the number of trading days in which the Fund traded
within the premium/discount range indicated. The number of trading days in each
premium/discount range is also shown as a percentage of the total number of
trading days in the period covered by the table. All data presented here
represents past performance, which cannot be used to predict future results.
82 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Claymore/Morningstar Information Super Sector Index ETF*
Number of Number of Number of Number of Number of
Days/Percentage Days/Percentage Days/Percentage Days/Percentage Days/Percentage
of Total Days of Total Days of Total Days of Total Days of Total Days
(Fiscal Year (Quarter (Quarter (Quarter (Quarter
Ended 5/31/08) Ended 6/30/08) Ended 3/31/08) Ended 12/31/07) Ended 9/30/07)
-----------------------------------------------------------------------------------------------------------------
Greater than 2.0% 2/1.03% 2/0.93% 1/0.66% -- --
-----------------------------------------------------------------------------------------------------------------
Between 1.5% and 2.0% 1/0.51% 1/0.46% 1/0.66% -- --
-----------------------------------------------------------------------------------------------------------------
Between 1.0% and 1.5% 3/1.54% 3/1.39% 2/1.32% 1/3.70% 1/1.10%
-----------------------------------------------------------------------------------------------------------------
Between 0.5% and 1.0% 4/2.05% 4/1.85% 4/2.63% -- 2/2.20%
-----------------------------------------------------------------------------------------------------------------
Between -0.5% and 0.5% 176/90.25% 197/91.20% 138/90.79 25/92.59% 86/94.51%
-----------------------------------------------------------------------------------------------------------------
Between -0.5% and -1.0% 3/1.54% 3/1.39% 3/1.97% 1/3.70% 2/2.20%
-----------------------------------------------------------------------------------------------------------------
Between -1.0% and -1.5% 3/1.54% 3/1.39% 1/0.66% -- --
-----------------------------------------------------------------------------------------------------------------
Between -1.5% and -2.0% 2/1.03% 2/0.93% 1/0.66% -- --
-----------------------------------------------------------------------------------------------------------------
Less than -2.0% 1/0.51% 1/0.46% 1/0.66% -- --
=================================================================================================================
Total 195/100% 216/100% 152/100% 27/100% 91/100%
=================================================================================================================
|
* Commenced operations on August 22, 2007.
Claymore/Morningstar Manufacturing Super Sector Index ETF*
Number of Number of Number of Number of Number of
Days/Percentage Days/Percentage Days/Percentage Days/Percentage Days/Percentage
of Total Days of Total Days of Total Days of Total Days of Total Days
(Fiscal Year (Quarter (Quarter (Quarter (Quarter
Ended 5/30/08) Ended 6/30/08) Ended 3/31/08) Ended 12/31/07) Ended 9/30/07)
-----------------------------------------------------------------------------------------------------------------
Greater than 2.0% -- -- -- -- --
-----------------------------------------------------------------------------------------------------------------
Between 1.5% and 2.0% 2/1.03% 2/0.93% 1/0.66% 1/1.10% 1/3.70%
-----------------------------------------------------------------------------------------------------------------
Between 1.0% and 1.5% -- -- -- -- --
-----------------------------------------------------------------------------------------------------------------
Between 0.5% and 1.0% 7/3.59% 7/3.24% 6/3.95% 4/4.40% 1/3.70%
-----------------------------------------------------------------------------------------------------------------
Between -0.5% and 0.5% 179/91.79% 200/92.59% 140/92.11% 84/92.31% 24/88.89%
-----------------------------------------------------------------------------------------------------------------
Between -0.5% and -1.0% 2/1.03% 2/0.93% 2/1.32% 2/2.20% 1/3.70%
-----------------------------------------------------------------------------------------------------------------
Between -1.0% and -1.5% 2/1.03% 2/0.93% 2/1.32% -- --
-----------------------------------------------------------------------------------------------------------------
Between -1.5% and -2.0% -- -- -- -- --
-----------------------------------------------------------------------------------------------------------------
Less than -2.0% 3/1.54% 3/1.39% 1/0.66% -- --
=================================================================================================================
Total 195/100% 216/100% 152/100% 91/100% 27/100%
=================================================================================================================
|
* Commenced operations on August 22, 2007.
PROSPECTUS | 83
Claymore/Morningstar Service Super Sector Index ETF*
Number of Number of Number of Number of Number of
Days/Percentage Days/Percentage Days/Percentage Days/Percentage Days/Percentage
of Total Days of Total Days of Total Days of Total Days of Total Days
(Fiscal Year (Quarter (Quarter (Quarter (Quarter
Ended 5/30/08) Ended 6/30/08) Ended 3/31/08) Ended 12/31/07) Ended 9/30/07)
---------------------------------------------------------------------------------------------------------------------
Greater than 2.0% -- -- -- -- --
---------------------------------------------------------------------------------------------------------------------
Between 1.5% and 2.0% -- -- -- -- --
---------------------------------------------------------------------------------------------------------------------
Between 1.0% and 1.5% -- -- -- -- --
---------------------------------------------------------------------------------------------------------------------
Between 0.5% and 1.0% 4/2.05% 4/1.85% 3/1.97% 3/3.30% 1/3.70%
---------------------------------------------------------------------------------------------------------------------
Between -0.5% and 0.5% 188/96.41% 209/96.76% 146/96.05% 87/95.60% 25/92.59%
---------------------------------------------------------------------------------------------------------------------
Between -0.5% and -1.0% 1/0.51% 1/0.46% 1/0.66% 1/1.10% 1/3.70%
---------------------------------------------------------------------------------------------------------------------
Between -1.0% and -1.5% -- -- -- -- --
---------------------------------------------------------------------------------------------------------------------
Between -1.5% and -2.0% 1/0.51% 1/0.46% 1/0.66% -- --
---------------------------------------------------------------------------------------------------------------------
Less than -2.0% 1/0.51% 1/0.46% 1/0.66% -- --
=====================================================================================================================
Total 195/100% 216/100% 152/100% 91/100% 27/100%
=====================================================================================================================
|
* Commenced operations on August 22, 2007.
84 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Total Return Information
The following table presents information about the total return of each Fund's
Index in comparison to the total return of that Fund. The information presented
for each Fund is for the fiscal year ended May 31, 2008.
"Cumulative total returns" represent the total change in value of an investment
over the period indicated. A Fund's per Share NAV is the value of one Share of a
Fund as calculated in accordance with the standard formula for valuing mutual
fund shares. The NAV return is based on the NAV of a Fund, and the market return
is based on the market price per Share of a Fund. The price used to calculate
market return ("Market Price") is determined by using the midpoint between the
highest bid and the lowest offer on the exchange on which a Fund is listed for
trading, as of the time that a Fund's NAV is calculated. Since a Fund's Shares
typically do not trade in the secondary market until several days after a Fund's
inception, for the period from inception to the first day of secondary market
trading in Fund Shares, the NAV of a Fund is used as a proxy for secondary
market trading price to calculate market returns. Market and NAV returns assume
that dividends and capital gain distributions have been reinvested in a Fund at
Market Price and NAV, respectively. An index is a statistical composite that
tracks a specified financial market or sector. Unlike the Funds, an index does
not actually hold a portfolio of securities and therefore does not incur the
expenses incurred by the Fund. These expenses negatively impact the performance
of the Funds. Also, market returns do not include brokerage commissions that may
be payable on secondary market transactions. If brokerage commissions were
included, market returns would be lower. The returns shown in the table below do
not reflect the deduction of taxes that a shareholder would pay on Fund
distributions or the redemption or sale of Shares of each Fund. The investment
return and principal value of Shares of a Fund will vary with changes in market
conditions. Shares of a Fund may be worth more or less than their original cost
when they are redeemed or sold in the market. The Funds' past performance is no
guarantee of future results.
PROSPECTUS | 85
Cumulative Total
Returns Since
Inception*
Through
Fund/Index Name May 31, 2008
------------------------------------------------------------------------------------------
Claymore/Morningstar Information Super Sector Index ETF (at NAV) -1.31%
------------------------------------------------------------------------------------------
Claymore/Morningstar Information Super Sector Index ETF (at Market) -3.71%
------------------------------------------------------------------------------------------
Morningstar Information Super Sector Index -0.19%
------------------------------------------------------------------------------------------
Standard & Poor's 500 Index -1.69%
------------------------------------------------------------------------------------------
Claymore/Morningstar Manufacturing Super Sector Index ETF (at NAV) 11.05%
------------------------------------------------------------------------------------------
Claymore/Morningstar Manufacturing Super Sector Index ETF (at Market) 10.00%
------------------------------------------------------------------------------------------
Manufacturing Super Sector Index 12.32%
------------------------------------------------------------------------------------------
Standard & Poor's 500 Index -1.69%
------------------------------------------------------------------------------------------
Claymore/Morningstar Services Super Sector Index ETF (at NAV) -12.16%
------------------------------------------------------------------------------------------
Claymore/Morningstar Services Super Sector Index ETF (at Market) -12.04%
------------------------------------------------------------------------------------------
Services Super Sector Index -11.17%
------------------------------------------------------------------------------------------
Standard & Poor's 500 Index -1.69%
------------------------------------------------------------------------------------------
Claymore U.S. Capital Markets Bond ETF (at NAV) -1.50%
------------------------------------------------------------------------------------------
Claymore U.S. Capital Markets Bond ETF (at Market) -1.32%
------------------------------------------------------------------------------------------
CPMKTB - The Capital Markets Bond Index -1.02%
------------------------------------------------------------------------------------------
Lehman U.S. Aggregate Bond Index -0.48%
------------------------------------------------------------------------------------------
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF (at NAV) 0.64%
------------------------------------------------------------------------------------------
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF (at Market) 0.72%
------------------------------------------------------------------------------------------
CPMKTL Index 0.97%
------------------------------------------------------------------------------------------
Lehman U.S. Treasury Bill 1-3 Months Index 0.53%
------------------------------------------------------------------------------------------
Claymore U.S.-1 - The Capital Markets Index ETF (at NAV) 2.54%
------------------------------------------------------------------------------------------
Claymore U.S.-1 - The Capital Markets Index ETF (at Market) 2.38%
------------------------------------------------------------------------------------------
CPMKTS Index 2.85%
------------------------------------------------------------------------------------------
Lehman U.S. Aggregate Bond Index -0.48%
------------------------------------------------------------------------------------------
Claymore/Zacks Dividend Rotation ETF (at NAV) -13.13%
------------------------------------------------------------------------------------------
Claymore/Zacks Dividend Rotation ETF (at Market) -13.22%
------------------------------------------------------------------------------------------
Dividend Rotation Index -12.02%
------------------------------------------------------------------------------------------
Dow Jones U.S. Select Dividend Index -11.58%
------------------------------------------------------------------------------------------
|
* Each of the Claymore/Morningstar Information Super Sector Index ETF,
Claymore/Morningstar Services Super Sector Index ETF and Claymore/Morningstar
Manufacturing Super Sector Index ETF commenced operations on August 22, 2007.
Each of the Claymore U.S.-1 - The Capital Markets Index ETF, Claymore U.S.
Capital Markets Bond ETF and Claymore U.S. Capital Markets Micro-Term Fixed
Income ETF commenced operations February 12, 2008. The Claymore/Zacks Dividend
Rotation ETF commenced operations on October 24, 2007.
86 | CLAYMORE EXCHANGE-TRADED FUND TRUST
For More Information
Existing Shareholders or Prospective Investors
o Call your broker
o www.claymore.com
Dealers
o www.claymore.com
o Distributor Telephone: (888) 949-3837
Investment Adviser
Claymore Advisors, LLC
2455 Corporate West Drive
Lisle, Illinois 60532
Investment Subadviser
(with respect to Claymore U.S. Capital Markets Bond ETF,
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF
and Claymore U.S.-1-The Capital Markets Index ETF)
Mellon Capital Management Corporation
50 Fremont Street
San Francisco, California 94105
Distributor
Claymore Securities, Inc.
2455 Corporate West Drive
Lisle, Illinois 60532
Custodian
The Bank of New York Mellon
101 Barclay Street
New York, New York 10286
Transfer Agent
The Bank of New York Mellon
101 Barclay Street
New York, New York 10286
Legal Counsel
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
Independent Registered Public Accounting Firm
Ernst & Young LLP
233 South Wacker Drive
Chicago, Illinois 60606
A Statement of Additional Information dated September 30, 2008, which contains
more details about the Funds, is incorporated by reference in its entirety into
this Prospectus, which means that it is legally part of this Prospectus.
You will find additional information about each Fund in its annual and
semi-annual reports to shareholders, when available. The annual report will
explain the market conditions and investment strategies affecting each Fund's
performance during its last fiscal year.
You can ask questions or obtain a free copy of the Funds' shareholder reports or
the Statement of Additional Information by calling 1-888-949-3837. Free copies
of the Funds' shareholder reports and the Statement of Additional Information
are available from our website at www.claymore.com.
Information about each Fund, including its reports and the Statement of
Additional Information, has been filed with the SEC. It can be reviewed and
copied at the SEC's Public Reference Room in Washington, DC or on the EDGAR
database on the SEC's internet site (http://www.sec.gov). Information on the
operation of the SEC's Public Reference Room may be obtained by calling the SEC
at (202) 551-8090. You can also request copies of these materials, upon payment
of a duplicating fee, by electronic request at the SEC's e-mail address
(publicinfo@sec.gov) or by writing the Public Reference section of the SEC, 100
F Street NE, Room 1580, Washington, DC 20549.
PROSPECTUS
Distributor
Claymore Securities, Inc.
2455 Corporate West Drive
Lisle, Illinois 60532
September 30, 2008
Investment Company Act File No. 811-21906
Logo: Claymore
PROSPECTUS
LVL Claymore/S&P Global Dividend
Opportunities Index ETF
EXCHANGE-TRADED FUNDS
CLAYMORE EXCHANGE-TRADED FUND TRUST
September 30, 2008
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.
TABLE OF CONTENTS
PAGE
Introduction-Claymore Exchange-Traded Fund Trust 3
Who Should Invest 3
Tax-Advantaged Product Structure 4
Claymore/S&P Global Dividend Opportunities Index ETF 5
Secondary Investment Strategies 12
Additional Risk Considerations 13
Investment Advisory Services 14
Purchase And Redemption Of Shares 16
How To Buy And Sell Shares 17
Frequent Purchases And Redemptions 21
Fund Service Providers 21
Index Provider 21
Disclaimers 22
Federal Income Taxation 22
Other Information 25
Financial Highlights 26
For More Information inside back cover
|
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations, other than those contained in this
Prospectus, in connection with the offer contained in this Prospectus and, if
given or made, such other information or representations must not be relied upon
as having been authorized by the Fund, Claymore Advisors, LLC, the Fund's
investment adviser (the "Investment Adviser"), or the Fund's distributor,
Claymore Securities, Inc. This Prospectus does not constitute an offer by the
Fund or by the Fund's distributor to sell or a solicitation of an offer to buy
any of the securities offered hereby in any jurisdiction to any person to whom
it is unlawful for the Fund to make such an offer in such jurisdiction.
Introduction--Claymore Exchange-Traded Fund Trust
The Claymore Exchange-Traded Fund Trust (the "Trust") is an investment company
consisting of 20 separate exchange-traded "index funds." The investment
objective of each of the funds is to replicate as closely as possible, before
fees and expenses, the performance of a specified market index. Claymore
Advisors, LLC is the investment adviser for the funds (the "Investment
Adviser").
This prospectus relates to one fund of the Trust, the Claymore/S&P Global
Dividend Opportunities Index ETF (the "Fund"). Prior to September 30, 2008, the
Fund's name was the "Claymore/BBD High Income Index ETF," and the Fund sought to
replicate an index called the "Benchmarks by Design High Income Index."
The Fund's shares (the "Shares") are listed and traded on the American Stock
Exchange (the "AMEX"). The Fund's Shares trade at market prices that may differ
to some degree from the net asset value ("NAV") of the Shares. Unlike
conventional mutual funds, the Fund issues and redeems Shares on a continuous
basis, at NAV, only in large specified blocks of 80,000 Shares, each of which is
called a "Creation Unit." Creation Units are issued and redeemed principally
in-kind for securities included in a specified index. EXCEPT WHEN AGGREGATED IN
CREATION UNITS, SHARES ARE NOT REDEEMABLE SECURITIES OF THE FUND.
Who Should Invest
The Fund is designed for investors who seek a relatively low-cost "passive"
approach for investing in a portfolio of equity securities of companies in a
specified index. The Fund may be suitable for long-term investment in the market
represented by a specified index and may also be used as an asset allocation
tool or as a speculative trading instrument.
PROSPECTUS | 3
Tax-Advantaged Product Structure
Unlike interests in many conventional mutual funds, the Shares are traded
throughout the day on a national securities exchange, whereas mutual fund
interests are typically only bought and sold at closing net asset values. The
Shares have been designed to be tradable in the secondary market on a national
securities exchange on an intra-day basis, and to be created and redeemed
principally in-kind in Creation Units at each day's next calculated NAV. These
arrangements are designed to protect ongoing shareholders from adverse effects
on the Fund's portfolios that could arise from frequent cash creation and
redemption transactions. In a conventional mutual fund, redemptions can have an
adverse tax impact on taxable shareholders because of the mutual fund's need to
sell portfolio securities to obtain cash to meet fund redemptions. These sales
may generate taxable gains for the shareholders of the mutual fund, whereas the
Shares' in-kind redemption mechanism generally will not lead to a tax event for
the Fund or its ongoing shareholders.
4 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Claymore/S&P Global
Dividend Opportunities Index ETF
Investment Objective
The Fund seeks investment results that correspond generally to the performance,
before the Fund's fees and expenses, of an equity index called the S&P Global
Dividend Opportunities Index (the "Dividend Opportunities Index" or the
"Index"). The Fund's investment objective is not fundamental and may be changed
by the Board of Trustees without shareholder approval.
Primary Investment Strategies
The Fund, using a low cost "passive" or "indexing" investment approach, will
seek to replicate, before fees and expenses, the performance of the Dividend
Opportunities Index. The Dividend Opportunities Index consists of 100 common
stocks and American depositary receipts ("ADRs") that offer high dividend yields
chosen from a universe consisting of the stocks listed on the exchanges of those
countries included in the S&P/Citigroup Broad Market Index. As of the date of
this prospectus, the countries in the S&P/Citigroup Broad Market Index are
Argentina, Australia, Austria, Belgium, Canada, the Czech Republic, Denmark,
Finland, France, Germany, Hong Kong, Hungary, Iceland, Indonesia, Ireland,
Israel, Italy, Japan, Luxembourg, Mexico, the Netherlands, New Zealand, Norway,
Philippines, Portugal, Singapore, Spain, South Africa, Sweden, Switzerland,
Thailand, Turkey, the United Kingdom and the United States. Potential Index
constituents include common stocks and ADRs with market capitalizations greater
than $1.5 billion at the time of reconstitution, which for ADRs is determined
based on an evaluation of the underlying security, and includes securities of
mid- and large capitalization companies, as defined by Standard & Poor's, a
division of The McGraw-Hill Companies, Inc., the Fund's index provider ("S&P" or
the "Index Provider"). The Fund will normally invest at least 90% of its total
assets in common stocks and ADRs that comprise the Index and investments that
have economic characteristics that are substantially identical to the economic
characteristics of the component securities that comprise the Index. The Fund
has adopted a policy that requires the Fund to provide shareholders with at
least 60 days notice prior to any material change in this policy or the Index.
The Board of Trustees of the Trust may change the Fund's investment strategy and
other policies without shareholder approval, except as otherwise indicated.
The Investment Adviser seeks a correlation over time of 0.95 or better between
the Fund's performance and the performance of the Index. A figure of 1.00 would
represent perfect correlation.
The Fund generally will invest in all of the stocks comprising the Index in
proportion to their weightings in the Index. However, under various
circumstances, it may not be possible or practicable to purchase all of the
stocks in the Index in those weightings. In those circumstances, the Fund may
purchase a sample of the stocks in the Index in proportions expected by the
Investment Adviser to replicate generally the performance of the Index as a
whole. There may also be instances in which the Investment Adviser may choose to
overweight another stock in the Index, purchase (or sell) securities not in the
PROSPECTUS | 5
Index which the Investment Adviser believes are appropriate to substitute for
one or more Index components, or utilize various combinations of other available
investment techniques, in seeking to accurately track the Index. In addition,
from time to time stocks are added to or removed from the Index. The Fund may
sell stocks that are represented in the Index or purchase stocks that are not
yet represented in the Index in anticipation of their removal from or addition
to the Index.
Index Methodology
The Dividend Opportunities Index tracks the performance of common stocks and
ADRs listed on the exchanges of the countries included in the S&P/Citigroup
Broad Market Index. Derivatives, structured products, over-the-counter listings,
mutual funds and exchange-traded funds are excluded from the Index.
The Index methodology employs a yield-driven weighting scheme that weights the
highest yielding stocks most heavily subject to constraints that seek to provide
diversification across individual stocks, sectors and countries in the manner
set forth below. S&P calculates the Index on both a total return and net return
basis. The Index is rebalanced semi-annually after the close of the 10th U.S.
trading day of January and July, respectively.
Index Construction
1. The universe from which the Index constituents are drawn includes all
dividend paying common stocks and ADRs listed on the exchanges of the
countries included in the S&P/Citigroup Broad Market Index. Derivatives,
structured products, over-the-counter listings, mutual funds and
exchange-traded funds are not eligible for inclusion in the Index.
2. Investability Criteria. The universe is narrowed down to an investable
universe based on the following criteria, which for ADRs is determined
based on an evaluation of the underlying security:
o Stocks must have a minimum total market capitalization U.S. $1.5 billion as
of the rebalancing reference date.
o Stocks must have a minimum three-month average daily value traded of U.S.
$5 million as of the rebalancing reference date.
o Stocks must have traded at least 300,000 shares for each of the previous
six months preceding the rebalancing reference date.
o Stocks must be listed on the exchanges of those countries included in the
S&P/Citigroup Broad Market Index.
3. Stability Criteria. The investable universe of stocks that meet the
criteria set forth above, which for ADRs is determined based on an
evaluation of the underlying security, is further screened for two
stability factors to form the universe from which the Index constituents
are ultimately selected:
o Based upon an evaluation of a company's current year earnings per share as
compared to its earnings per share five years prior, stocks must have a
cumulative 5-year earnings growth.
6 | CLAYMORE EXCHANGE-TRADED FUND TRUST
o Stocks must be profitable (as measured by positive earning per share before
extraordinary items) over the latest 12-month period, as of the reference
date.
4. Constituent Selection. All stocks in the universe that meet all of the
above criteria, which for ADRs is determined based on an evaluation of the
underlying security, are sorted on the basis of annual dividend yield,
excluding special and extraordinary dividends, declared during the prior
four quarters. At the time of each rebalance, if an existing constituent is
included within the 130 highest yielding stocks, it will remain in the
Index. If an existing constituent is not included among the 130 highest
yielding stocks, the constituent is removed from the Index and is replaced
with the next largest stock that is included within the 100 highest
yielding stocks. Index constituents are weighted such that the yield of the
Index is maximized by weighting the highest yielding stocks most heavily
while meeting the following criteria: no single country or sector can have
more than a 25% weight in the Index at each semi-annual rebalancing; total
emerging market exposure is limited to a maximum of 10%; total income trust
exposure is limited to a maximum of 10%; and no single stock can have a
weight of more than 3% in the Index.
Primary Investment Risks
Investors should consider the following risk factors and special considerations
associated with investing in the Fund, which may cause you to lose money.
Investment Risk. An investment in the Fund is subject to investment risk,
including the possible loss of the entire principal amount that you invest.
Equity Risk. A principal risk of investing in the Fund is equity risk, which is
the risk that the value of the securities held by the Fund will fall due to
general market and economic conditions, perceptions regarding the industries in
which the issuers of securities held by the Fund participate, or factors
relating to specific companies in which the Fund invests. For example, an
adverse event, such as an unfavorable earnings report, may depress the value of
equity securities of an issuer held by the Fund; the price of common stock of an
issuer may be particularly sensitive to general movements in the stock market;
or a drop in the stock market may depress the price of most or all of the common
stocks and other equity securities held by the Fund. In addition, common stock
of an issuer in the Fund's portfolio may decline in price if the issuer fails to
make anticipated dividend payments because, among other reasons, the issuer of
the security experiences a decline in its financial condition. Common stock is
subordinated to preferred stocks, bonds and other debt instruments in a
company's capital structure, in terms of priority to corporate income, and
therefore will be subject to greater dividend risk than preferred stocks or debt
instruments of such issuers. In addition, while broad market measures of common
stocks have historically generated higher average returns than fixed income
securities, common stocks have also experienced significantly more volatility in
those returns.
Foreign Investment Risk. The Fund's investments in non-U.S. issuers may involve
unique risks compared to investing in securities of U.S. issuers, including,
among others, greater market volatility than U.S. securities and less complete
financial information than for U.S. issuers. In addition, adverse political,
economic or social developments could undermine the value of the Fund's
investments or prevent the Fund from realizing the full value of its
investments. Financial reporting standards for companies based in foreign
markets differ from those in the United States. Finally, the value of the
currency of the country in which the Fund has invested could decline relative to
the value of the U.S. dollar, which may affect the value of
PROSPECTUS | 7
the investment to U.S. investors. In addition, the underlying issuers of certain
depositary receipts, particularly unsponsored or unregistered depositary
receipts, are under no obligation to distribute shareholder communications to
the holders of such receipts, or to pass through to them any voting rights with
respect to the deposited securities.
Emerging market countries are countries that major international financial
institutions, such as the World Bank, generally consider to be less economically
mature than developed nations. Emerging market countries can include every
nation in the world except the United States, Canada, Japan, Australia, New
Zealand and most countries located in Western Europe. Investing in foreign
countries, particularly emerging market countries, entails the risk that news
and events unique to a country or region will affect those markets and their
issuers. Countries with emerging markets may have relatively unstable
governments, may present the risks of nationalization of businesses,
restrictions on foreign ownership and prohibitions on the repatriation of
assets. The economies of emerging markets countries also may be based on only a
few industries, making them more vulnerable to changes in local or global trade
conditions and more sensitive to debt burdens or inflation rates. Local
securities markets may trade a small number of securities and may be unable to
respond effectively to increases in trading volume, potentially making prompt
liquidation of holdings difficult or impossible at times.
Medium-Sized Company Risk. Investing in securities of medium-sized companies
involves greater risk than is customarily associated with investing in more
established companies. These companies' stocks may be more volatile and less
liquid than those of more established companies. These stocks may have returns
that vary, sometimes significantly, from the overall stock market.
Non-Correlation Risk. The Fund's return may not match the return of the Index
for a number of reasons. For example, the Fund incurs a number of operating
expenses not applicable to the Index, and incurs costs in buying and selling
securities, especially when rebalancing the Fund's securities holdings to
reflect changes in the composition of the Index.
The Fund may not be fully invested at times, either as a result of cash flows
into the Fund or reserves of cash held by the Fund to meet redemptions and
expenses. If the Fund utilizes a sampling approach or futures or other
derivative positions, its return may not correlate as well with the return on
the Index, as would be the case if it purchased all of the stocks in the Index
with the same weightings as the Index.
Replication Management Risk. Unlike many investment companies, the Fund is not
"actively" managed. Therefore, it would not necessarily sell a stock because the
stock's issuer was in financial trouble unless that stock is removed from the
Index.
Issuer-Specific Changes. The value of an individual security or particular type
of security can be more volatile than the market as a whole and can perform
differently from the value of the market as a whole. The value of securities of
smaller issuers can be more volatile than that of larger issuers.
Non-Diversified Fund Risk. The Fund is considered non-diversified and can invest
a greater portion of assets in securities of individual issuers than a
diversified fund. As a result, changes in the market value of a single
investment could cause greater fluctuations in share price than would occur in a
diversified fund.
8 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Fund Performance
As of the date of this Prospectus, the Fund has not yet completed a full
calendar year of investment operations. When the Fund has completed a full
calendar year of investment operations, this section will include charts that
show annual total returns, highest and lowest quarterly returns and average
annual total returns (before and after taxes) compared to a benchmark index
selected for the Fund.
PROSPECTUS | 9
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund. Investors purchasing Shares in the secondary market will not
pay the shareholder fees shown below, but may be subject to costs (including
customary brokerage commissions) charged by their broker.
SHAREHOLDER FEES (paid directly by Authorized Participants)
Sales charges (loads) None
--------------------------------------------------------------------------------
Standard creation/redemption transaction fee per order(1) $3,000
--------------------------------------------------------------------------------
Maximum creation/redemption transaction fee per order(1) $12,000
--------------------------------------------------------------------------------
|
ANNUAL FUND OPERATING EXPENSES(2) (expenses that are deducted from Fund assets)
Management Fees 0.50%
--------------------------------------------------------------------------------
Distribution and service (12b-1) fees(3) --%
--------------------------------------------------------------------------------
Other expenses 3.86%
--------------------------------------------------------------------------------
Acquired Fund Fees and Expenses(4) 0.19%
--------------------------------------------------------------------------------
Total annual Fund operating expenses 4.55%
--------------------------------------------------------------------------------
Expense Waiver and Reimbursements(5) 2.82%
--------------------------------------------------------------------------------
Net Operating Expenses 1.73%
--------------------------------------------------------------------------------
|
1. Purchasers of Creation Units and parties redeeming Creation Units must pay
a standard creation or redemption transaction fee of $3,000. If a Creation
Unit is purchased or redeemed for cash, a variable fee of up to four times
the standard creation or redemption transaction fee may be charged. See the
following discussion of "Creation Transaction Fees and Redemption
Transaction Fees."
2. Expressed as a percentage of average net assets.
3. The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to
which the Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the
Fund's average daily net assets. However, no such fee is currently paid by
the Fund.
4. Acquired Fund Fees and Expenses include the Fund's pro rata portion of the
management fees and operating expenses of closed-end funds in which the
Fund invested during its fiscal year ended May 31, 2008. Since Acquired
Fund Fees and Expenses are not directly borne by the Fund, they are not
reflected in the Fund's financial statements, with the result that the
information presented in the table will differ from that presented in the
Fund's financial highlights.
5. The Fund's Investment Adviser has contractually agreed to waive fees and/or
pay Fund expenses to the extent necessary to prevent the operating expenses
of the Fund (excluding interest expenses, a portion of the Fund's licensing
fees, offering costs, brokerage commissions and other trading expenses,
taxes and extraordinary expenses such as litigation and other expenses not
incurred in the ordinary course of the Fund's business) from exceeding
0.60% of average net assets per year, at least until December 31, 2011. The
offering costs excluded from the 0.60% expense cap are: (a) legal fees
pertaining to the Fund's Shares offered for sale; (b) SEC and state
registration fees; and (c) initial fees paid to be listed on an exchange.
The Trust and the Investment Adviser have entered into an Expense
Reimbursement Agreement (the "Expense Agreement") in which the Investment
Adviser has agreed to waive its management fees and/or pay certain
operating expenses of the Fund in order to maintain the expense ratio of
the Fund at or below 0.60% (excluding the expenses set forth above) (the
"Expense Cap"). For a period of five years subsequent to the Fund's
commencement of operations, the Investment Adviser may recover from the
Fund fees and expenses waived or reimbursed during the prior three years if
the Fund's expense ratio, including the recovered expenses, falls below the
Expense Cap.
10 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Example
The following example is intended to help you compare the cost of investing in
the Fund with the costs of investing in other funds. This example does not take
into account transaction fees on purchases and redemptions of Creation Units of
the Fund or customary brokerage commissions that you may pay when purchasing or
selling Shares of the Fund.
The example assumes that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same each year. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:
ONE YEAR* THREE YEARS* FIVE YEARS* TEN YEARS*
================================================================================
$176 $545 $1,551 $4,108
--------------------------------------------------------------------------------
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Creation Transaction Fees and Redemption Transaction Fees
The Fund issues and redeems Shares at NAV only in large blocks of 80,000 Shares
(each block of 80,000 Shares called a "Creation Unit") or multiples thereof. As
a practical matter, only broker-dealers or large institutional investors with
creation and redemption agreements and called Authorized Participants ("APs")
can purchase or redeem these Creation Units. Purchasers of Creation Units at NAV
must pay a standard Creation Transaction Fee of $3,000 per transaction. An AP
who holds Creation Units and wishes to redeem at NAV would also pay a standard
Redemption Fee of $3,000 per transaction (see "How to Buy and Sell Shares" later
in this Prospectus). APs who hold Creation Units in inventory will also pay the
Annual Fund Operating Expenses described in the table above. Assuming an
investment in a Creation Unit of $2,000,000 and a 5% return each year, and
assuming that the Fund's gross operating expenses remain the same, the total
costs would be $38,166, $111,984, $313,332 and $824,682 if the Creation Unit is
redeemed after one year, three years, five years and ten years, repectively.*
If a Creation Unit is purchased or redeemed for cash, a variable fee of up to
four times the standard Creation or Redemption Transaction Fee may be charged to
the AP making the transaction.
The creation fee, redemption fee and variable fee are not expenses of the Fund
and do not impact the Fund's expense ratio.
* The costs for the one-year and three-year examples reflect the Expense Cap
that is in effect until December 31, 2011, as set forth in the footnotes to
the fee table. The costs for the five-year and ten-year examples do not
reflect the Expense Cap after such date.
PROSPECTUS | 11
Secondary Investment Strategies
As a primary investment strategy, the Fund will at all times invest at least 90%
of its total assets in component securities that comprise the Index and
investments that have economic characteristics that are substantially identical
to the economic characteristics of the component securities that comprise the
Index. As secondary investment strategies, the Fund may invest its remaining
assets in money market instruments, including repurchase agreements or other
funds which invest exclusively in money market instruments, convertible
securities, structured notes (notes on which the amount of principal repayment
and interest payments are based on the movement of one or more specified
factors, such as the movement of a particular stock or stock index), forward
foreign currency exchange contracts and in swaps, options and futures contracts.
Swaps, options and futures contracts (and convertible securities and structured
notes) may be used by the Fund in seeking performance that corresponds to its
Index, and in managing cash flows. The Fund will not invest in money market
instruments as part of a temporary defensive strategy to protect against
potential stock market declines. The Investment Adviser anticipates that it may
take approximately three business days (i.e., each day the AMEX is open) for
additions and deletions to the Fund's Index to be reflected in the portfolio
composition of the Fund.
The Fund may borrow money from a bank up to a limit of 10% of the value of its
assets, but only for temporary or emergency purposes.
The Fund may lend its portfolio securities to brokers, dealers and other
financial institutions desiring to borrow securities to complete transactions
and for other purposes. In connection with such loans, the Fund receives liquid
collateral equal to at least 102% of the value of the portfolio securities being
lent. This collateral is marked to market on a daily basis.
The policies described herein constitute non-fundamental policies that may be
changed by the Board of Trustees of the Trust without shareholder approval.
Certain other fundamental policies of the Fund are set forth in the Statement of
Additional Information under "Investment Restrictions."
12 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Additional Risk Considerations
In addition to the risks described previously, there are certain other risks
related to investing in the Fund.
Trading Issues. Trading in Shares on the AMEX may be halted due to market
conditions or for reasons that, in the view of the AMEX, make trading in Shares
inadvisable. In addition, trading in Shares on the AMEX is subject to trading
halts caused by extraordinary market volatility pursuant to the AMEX "circuit
breaker" rules. There can be no assurance that the requirements of the AMEX
necessary to maintain the listing of the Fund will continue to be met or will
remain unchanged.
Fluctuation of Net Asset Value. The NAV of the Fund's Shares will generally
fluctuate with changes in the market value of the Fund's holdings. The market
prices of the Shares will generally fluctuate in accordance with changes in NAV
as well as the relative supply of and demand for the Shares on the AMEX. The
Investment Adviser cannot predict whether the Shares will trade below, at or
above their NAV. Price differences may be due, in large part, to the fact that
supply and demand forces at work in the secondary trading market for the Shares
will be closely related to, but not identical to, the same forces influencing
the prices of the stocks of the Index trading individually or in the aggregate
at any point in time.
However, given that the Shares can be purchased and redeemed in Creation Units
(unlike shares of many closed-end funds, which frequently trade at appreciable
discounts from, and sometimes premiums to, their NAV), the Investment Adviser
believes that large discounts or premiums to the NAV of the Shares should not be
sustained.
Securities Lending. Although the Fund will receive collateral in connection with
all loans of its securities holdings, the Fund would be exposed to a risk of
loss should a borrower default on its obligation to return the borrowed
securities (e.g., the loaned securities may have appreciated beyond the value of
the collateral held by the Fund). In addition, the Fund will bear the risk of
loss of any cash collateral that it invests.
Leverage. To the extent that the Fund borrows money, it may be leveraged.
Leveraging generally exaggerates the effect on NAV of any increase or decrease
in the market value of the Fund's portfolio securities.
These risks are described further in the Statement of Additional Information.
PROSPECTUS | 13
Investment Advisory Services
Investment Adviser
Claymore Advisors, LLC, a wholly-owned subsidiary of Claymore Group Inc., acts
as the Fund's investment adviser pursuant to an advisory agreement with the
Trust (the "Advisory Agreement"). The Investment Adviser is a Delaware limited
liability company with its principal offices located at 2455 Corporate West
Drive, Lisle, Illinois 60532. As of June 30, 2008, Claymore entities have
provided supervisory, management, servicing or distribution services on
approximately $18.4 billion in assets. Claymore currently offers closed-end
funds, unit investment trusts and exchange-traded funds. Pursuant to the
Advisory Agreement, the Investment Adviser manages the investment and
reinvestment of the Fund's assets and administers the affairs of the Fund to the
extent requested by the Board of Trustees. The Investment Adviser also acts as
investment adviser to closed-end and open-end management investment companies.
Pursuant to the Advisory Agreement, the Fund pays the Investment Adviser an
advisory fee for the services and facilities it provides payable on a monthly
basis at the annual rate of 0.50% of the Fund's average daily net assets. From
time to time, the Investment Adviser may waive all or a portion of its fee.
In addition to advisory fees, the Fund pays all other costs and expenses of its
operations, including service fees, distribution fees, custodian fees, legal and
independent registered public accounting firm fees, the costs of reports and
proxies to shareholders, compensation of Trustees (other than those who are
affiliated persons of the Investment Adviser) and all other ordinary business
expenses not specifically assumed by the Investment Adviser.
The Fund's Investment Adviser has contractually agreed to waive fees and/or pay
Fund expenses to the extent necessary to prevent the operating expenses of the
Fund (excluding interest expenses, a portion of the Fund's licensing fees,
offering costs, brokerage commissions and other trading expenses, taxes and
extraordinary expenses such as litigation and other expenses not incurred in the
ordinary course of the Fund's business) from exceeding 0.60% of average net
assets per year, at least until December 31, 2011. The offering costs excluded
from the 0.60% expense cap are: (a) legal fees pertaining to the Fund's Shares
offered for sale; (b) SEC and state registration fees; and (c) initial fees paid
to be listed on an exchange. The Trust and the Investment Adviser have entered
into an Expense Agreement in which the Investment Adviser has agreed to waive
its management fees and/or pay certain operating expenses of the Fund in order
to maintain the expense ratio of the Fund at or below 0.60% (excluding the
expenses set forth above). For a period of five years subsequent to the Fund's
commencement of operations, the Investment Adviser may recover from the Fund
fees and expenses waived or reimbursed during the prior three years if the
Fund's expense ratio, including the recovered expenses, falls below the Expense
Cap.
14 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Approval of Advisory Agreement
A discussion regarding the basis for the Board of Trustees' approval of the
Advisory Agreement is available in the Fund's semi-annual report to shareholders
for the period ending November 30, 2007.
Portfolio Management
The portfolio manager who is currently responsible for the day-to-day management
of the Fund's portfolio is Chuck Craig, CFA. Mr. Craig has managed the Fund's
portfolio since its inception. Mr. Craig is a Managing Director, Portfolio
Management and Supervision, of the Investment Adviser and Claymore Securities,
Inc. and joined Claymore Securities, Inc. in May of 2003. Mr. Craig received a
M.S. in Financial Markets from the Center for Law and Financial Markets at the
Illinois Institute of Technology. He also earned a B.S. in Finance from Northern
Illinois University.
The Statement of Additional Information provides additional information about
the portfolio manager's compensation structure, other accounts managed by the
portfolio manager and the portfolio manager's ownership of securities of the
Fund.
PROSPECTUS | 15
Purchase and Redemption of Shares
General
The Shares will be issued or redeemed by the Fund at net asset value per Share
only in Creation Unit size. See "Creations, Redemptions and Transaction Fees."
Most investors will buy and sell Shares of the Fund in secondary market
transactions through brokers. Shares of the Fund will be listed for trading on
the secondary market on the AMEX. Shares can be bought and sold throughout the
trading day like other publicly traded shares. There is no minimum investment.
Although Shares are generally purchased and sold in "round lots" of 100 Shares,
brokerage firms typically permit investors to purchase or sell Shares in smaller
"oddlots," at no per-share price differential. When buying or selling Shares
through a broker, you will incur customary brokerage commissions and charges,
and you may pay some or all of the spread between the bid and the offered price
in the secondary market on each leg of a round trip (purchase and sale)
transaction. The Fund will trade on the AMEX at prices that may differ to
varying degrees from the daily NAV of the Shares. Given that the Fund's Shares
can be issued and redeemed in Creation Units, the Investment Adviser believes
that large discounts and premiums to NAV should not be sustained for long. The
Fund trades under the AMEX symbol LVL.
Share prices are reported in dollars and cents per Share.
Investors may acquire Shares directly from the Fund, and shareholders may tender
their Shares for redemption directly to the Fund, only in Creation Units of
80,000 Shares, as discussed in the "Creations, Redemptions and Transaction Fees"
section below.
Book Entry
Shares are held in book-entry form, which means that no stock certificates are
issued. The Depository Trust Company ("DTC") or its nominee is the record owner
of all outstanding Shares of the Fund and is recognized as the owner of all
Shares for all purposes.
Investors owning Shares are beneficial owners as shown on the records of DTC or
its participants. DTC serves as the securities depository for all Shares.
Participants in DTC include securities brokers and dealers, banks, trust
companies, clearing corporations and other institutions that directly or
indirectly maintain a custodial relationship with DTC. As a beneficial owner of
Shares, you are not entitled to receive physical delivery of stock certificates
or to have Shares registered in your name, and you are not considered a
registered owner of Shares. Therefore, to exercise any right as an owner of
Shares, you must rely upon the procedures of DTC and its participants. These
procedures are the same as those that apply to any other stocks that you hold in
book entry or "street name" form.
16 | CLAYMORE EXCHANGE-TRADED FUND TRUST
How to Buy and Sell Shares
Pricing Fund Shares
The trading price of the Fund's shares on the AMEX may differ from the Fund's
daily net asset value and can be affected by market forces of supply and demand,
economic conditions and other factors.
The AMEX disseminates the approximate value of Shares of the Fund every fifteen
seconds. The approximate value calculations are based on local closing prices
and may not reflect events that occur subsequent to the local market's close. As
a result, premiums and discounts between the approximate value and the market
price could be affected. This approximate value should not be viewed as a
"real-time" update of the NAV per Share of the Fund because the approximate
value may not be calculated in the same manner as the NAV, which is computed
once a day, generally at the end of the business day. The Fund is not involved
in, or responsible for, the calculation or dissemination of the approximate
value and the Fund does not make any warranty as to its accuracy.
The net asset value per Share for the Fund is determined once daily as of the
close of the New York Stock Exchange ("NYSE"), usually 4:00 p.m. Eastern time,
each day the NYSE is open for trading. NAV per Share is determined by dividing
the value of the Fund's portfolio securities, cash and other assets (including
accrued interest), less all liabilities (including accrued expenses), by the
total number of shares outstanding.
Equity securities are valued at the last reported sale price on the principal
exchange on which such securities are traded, as of the close of regular trading
on the NYSE on the day the securities are being valued or, if there are no
sales, at the mean of the most recent bid and asked prices. Equity securities
that are traded in OTC markets are valued at the NASDAQ Official Closing Price
as of the close of regular trading on the NYSE on the day the securities are
valued or, if there are no sales, at the mean of the most recent bid and asked
prices. Debt securities are valued at the bid price for such securities or, if
such prices are not available, at prices for securities of comparable maturity,
quality, and type. Short-term securities for which market quotations are not
readily available are valued at amortized cost, which approximates market value.
Securities for which market quotations are not readily available, including
restricted securities, are valued by a method that the Trustees believe
accurately reflects fair value. Securities will be valued at fair value when
market quotations are not readily available or are deemed unreliable, such as
when a security's value or meaningful portion of the Fund's portfolio is
believed to have been materially affected by a significant event. Such events
may include a natural disaster, an economic event like a bankruptcy filing, a
trading halt in a security, an unscheduled early market close or a substantial
fluctuation in domestic and foreign markets that has occurred between the close
of the principal exchange and the NYSE. In such a case, the value for a security
is likely to be different from the last quoted market price. In addition, due to
the subjective and variable nature of fair market value pricing, it is possible
that the value determined for a particular asset may be materially different
from the value realized upon such asset's sale.
Trading in securities on many foreign securities exchanges and over-the-counter
markets is normally completed before the close of business on each U.S. business
day. In addition, securities trading in a particular country or countries may
not take place on all U.S.
PROSPECTUS | 17
business days or may take place on days that are not U.S. business days. Changes
in valuations on certain securities may occur at times or on days on which the
Fund's net asset value is not calculated and on which the Fund does not effect
sales, redemptions and exchanges of its Shares.
Creation Units
Investors such as market makers, large investors and institutions who wish to
deal in Creation Units directly with the Fund must have entered into an
authorized participant agreement with the distributor and the transfer agent, or
purchase through a dealer that has entered into such an agreement. Set forth
below is a brief description of the procedures applicable to purchase and
redemption of Creation Units. For more detailed information, see "Creation and
Redemption of Creation Unit Aggregations" in the Statement of Additional
Information.
How to Buy Shares
In order to purchase Creation Units of the Fund, an investor must generally
deposit a designated portfolio of equity securities constituting a substantial
replication, or a representation, of the stocks included in the Index (the
"Deposit Securities") and generally make a small cash payment referred to as the
"Cash Component." For those Authorized Participants that are not eligible for
trading a Deposit Security, custom orders are available. The list of the names
and the numbers of shares of the Deposit Securities is made available by the
Fund's custodian through the facilities of the National Securities Clearing
Corporation, commonly referred to as NSCC, immediately prior to the opening of
business each day of the AMEX. The Cash Component represents the difference
between the net asset value of a Creation Unit and the market value of the
Deposit Securities. In the case of custom orders, cash-in-lieu may be added to
the Cash Component to replace any Deposit Securities that the Authorized
Participant may not be eligible to trade.
Orders must be placed in proper form by or through a participant of The
Depository Trust Company ("DTC Participant") that has entered into an agreement
with the Trust, the distributor and the transfer agent, with respect to
purchases and redemptions of Creation Units (collectively, "Authorized
Participant" or "AP"). All standard orders must be placed for one or more whole
Creation Units of Shares of the Fund and must be received by the distributor in
proper form no later than the close of regular trading on the AMEX (ordinarily
4:00 p.m. Eastern time) ("Closing Time") in order to receive that day's closing
NAV per Share. In the case of custom orders, as further described in the
Statement of Additional Information, the order must be received by the
distributor no later than one hour prior to Closing Time in order to receive
that day's closing NAV per Share. A custom order may be placed by an Authorized
Participant in the event that the Trust permits or requires the substitution of
an amount of cash to be added to the Cash Component to replace any Deposit
Security which may not be available in sufficient quantity for delivery or which
may not be eligible for trading by such Authorized Participant or the investor
for which it is acting or any other relevant reason. See "Creation and
Redemption of Creation Unit Aggregations" in the Statement of Additional
Information.
A fixed creation transaction fee of $3,000 per transaction (the "Creation
Transaction Fee") is applicable to each transaction regardless of the number of
Creation Units purchased in the transaction. A variable charge of up to four
times the Creation Transaction Fee may be
18 | CLAYMORE EXCHANGE-TRADED FUND TRUST
imposed to the extent that cash is used in lieu of securities to purchase
Creation Units. See "Creation and Redemption of Creation Unit Aggregations" in
the Statement of Additional Information. The price for each Creation Unit will
equal the daily NAV per Share times the number of Shares in a Creation Unit plus
the fees described above and, if applicable, any transfer taxes.
Shares of the Fund may be issued in advance of receipt of all Deposit Securities
subject to various conditions, including a requirement to maintain on deposit
with the Trust cash at least equal to 115% of the market value of the missing
Deposit Securities. See "Creation and Redemption of Creation Unit Aggregations"
in the Statement of Additional Information.
Legal Restrictions on Transactions in Certain Stocks
An investor subject to a legal restriction with respect to a particular stock
required to be deposited in connection with the purchase of a Creation Unit may,
at the Fund's discretion, be permitted to deposit an equivalent amount of cash
in substitution for any stock which would otherwise be included in the Deposit
Securities applicable to the purchase of a Creation Unit. For more details, see
"Creation and Redemption of Creation Unit Aggregations" in the Statement of
Additional Information.
Redemption of Shares
Shares may be redeemed only in Creation Units at their NAV and only on a day the
AMEX is open for business. The Fund's custodian makes available immediately
prior to the opening of business each day of the AMEX, through the facilities of
the NSCC, the list of the names and the numbers of shares of the Fund's
portfolio securities that will be applicable that day to redemption requests in
proper form ("Fund Securities"). Fund Securities received on redemption may not
be identical to Deposit Securities, which are applicable to purchases of
Creation Units. Unless cash redemptions are available or specified for the Fund,
the redemption proceeds consist of the Fund Securities, plus cash in an amount
equal to the difference between the NAV of Shares being redeemed as next
determined after receipt by the transfer agent of a redemption request in proper
form, and the value of the Fund Securities (the "Cash Redemption Amount"), less
the applicable redemption fee and, if applicable, any transfer taxes. Should the
Fund Securities have a value greater than the NAV of Shares being redeemed, a
compensating cash payment to the Trust equal to the differential, plus the
applicable redemption fee and, if applicable, any transfer taxes will be
required to be arranged for, by or on behalf of the redeeming shareholder. For
more details, see "Creation and Redemption of Creation Unit Aggregations" in the
Statement of Additional Information.
An order to redeem Creation Units of the Fund may only be effected by or through
an Authorized Participant. An order to redeem must be placed for one or more
whole Creation Units and must be received by the transfer agent in proper form
no later than the close of regular trading on the AMEX (normally 4:00 p.m.
Eastern time) in order to receive that day's closing NAV per Share. In the case
of custom orders, as further described in the Statement of Additional
Information, the order must be received by the transfer agent no later than 3:00
p.m. Eastern time.
A fixed redemption transaction fee of $3,000 per transaction (the "Redemption
Transaction Fee") is applicable to each redemption transaction regardless of the
number of Creation
PROSPECTUS | 19
Units redeemed in the transaction. A variable charge of up to four times the
Redemption Transaction Fee may be charged to approximate additional expenses
incurred by the Trust to the extent that redemptions are for cash. The Fund
reserves the right to effect redemptions in cash. A shareholder may request a
cash redemption in lieu of securities, however, the Fund may, in its discretion,
reject any such request. See "Creation and Redemption of Creation Unit
Aggregations" in the Statement of Additional Information.
Distributions
Dividends and Capital Gains. Fund shareholders are entitled to their share of
the Fund's income and net realized gains on its investments. The Fund pays out
substantially all of its net earnings to its shareholders as "distributions."
The Fund typically earns income dividends from stocks and interest from debt
securities. These amounts, net of expenses, are passed along to Fund
shareholders as "income dividend distributions." The Fund realizes capital gains
or losses whenever it sells securities. Net long-term capital gains are
distributed to shareholders as "capital gain distributions."
Income dividends, if any, are distributed to shareholders quarterly. Net capital
gains are distributed at least annually. Dividends may be declared and paid more
frequently to improve Index tracking or to comply with the distribution
requirements of the Internal Revenue Code of 1986, as amended. Some portion of
each distribution may result in a return of capital. Fund shareholders will be
notified regarding the portion of the distribution that represents a return of
capital.
Distributions in cash may be reinvested automatically in additional whole Shares
only if the broker through which the Shares were purchased makes such option
available.
Distribution Plan and Service Plan
The Board of Trustees of the Trust has adopted a distribution and services plan
(the "Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as
amended (the "1940 Act"). Under the Plan, the Fund is authorized to pay
distribution fees in connection with the sale and distribution of its shares and
pay service fees in connection with the provision of ongoing services to
shareholders of each class and the maintenance of shareholder accounts in an
amount up to 0.25% of its average daily net assets each year.
No 12b-1 fees are currently paid by the Fund, and there are no current plans to
impose these fees. However, in the event 12b-1 fees are charged in the future,
because these fees are paid out of the Fund's assets on an ongoing basis, these
fees will increase the cost of your investment in the Fund. By purchasing shares
subject to distribution fees and service fees, you may pay more over time than
you would by purchasing shares with other types of sales charge arrangements.
Long-term shareholders may pay more than the economic equivalent of the maximum
front-end sales charge permitted by the rules of the Financial Industry
Regulatory Authority. The net income attributable to the Shares will be reduced
by the amount of distribution fees and service fees and other expenses of the
Fund.
20 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Frequent Purchases And Redemptions
The Fund imposes no restrictions on the frequency of purchases and redemptions.
The Board of Trustees evaluated the risks of market timing activities by the
Fund's shareholders when they considered that no restriction or policy was
necessary. The Board considered that, unlike traditional mutual funds, the Fund
issues and redeems its shares at NAV for a basket of securities intended to
mirror the Fund's portfolio, plus a small amount of cash, and the Fund's Shares
may be purchased and sold on the exchange at prevailing market prices. Given
this structure, the Board determined that it is unlikely that (a) market timing
would be attempted by the Fund's shareholders or (b) any attempts to market time
the Fund by its shareholders would result in negative impact to the Fund or its
shareholders.
Fund Service Providers
Claymore Advisors, LLC is the administrator of the Fund.
The Bank of New York Mellon is the custodian and fund accounting and transfer
agent for the Fund.
Clifford Chance US LLP serves as counsel to the Fund.
Ernst & Young LLP serves as the Fund's independent registered public accounting
firm. The independent registered public accounting firm is responsible for
auditing the annual financial statements of the Fund.
Index Provider
S&P is the Index Provider for the Claymore/S&P Global Dividend Opportunities
Index ETF. S&P is not affiliated with the Trust, the Investment Adviser or the
distributor. The Investment Adviser has entered into a license agreement with
S&P to use the Index. The Fund is entitled to use the Index pursuant to a
sub-licensing arrangement with the Investment Adviser.
PROSPECTUS | 21
Disclaimers
The "S&P Global Dividend Opportunities Index" is a trademark of S&P and has been
licensed for use by the Investment Adviser. The Fund is not sponsored, endorsed,
sold or promoted by S&P and S&P makes no representation regarding the
advisability of investing in Shares of the Fund.
The Claymore/S&P Global Dividend Opportunities Index ETF and its Shares are not
sponsored, endorsed, sold or promoted by Standard & Poor's and its affiliates
("S&P"). S&P makes no representation, condition or warranty, express or implied,
to the shareholders of the Fund or any member of the public regarding the
advisability of investing in securities generally or in the Fund particularly or
the ability of the Index to track general stock market performance. S&P's only
relationship to the Investment Adviser is the licensing of certain trademarks
and trade names of S&P and of the Index, which is determined, composed and
calculated by S&P without regard to the Investment Adviser or the Fund. S&P has
no obligation to take the needs of the Investment Adviser or the shareholders of
the Fund into consideration in determining, composing or calculating the Index.
S&P is not responsible for and has not participated in the determination of the
prices of the Shares of the Fund or the timing of the issuance or sale of such
Shares or in the determination or calculation of the equation by which the
Shares are to be converted into cash. S&P has no obligation or liability in
connection with the administration, marketing, or trading of the Fund or its
Shares.
S&P and the Investment Adviser do not guarantee the accuracy and/or the
completeness of the Index or any data included therein, and S&P and the
Investment Adviser shall have no liability for any errors, omissions or
interruptions therein. S&P and the Investment Adviser make no warranty,
condition or representation express or implied, as to results to be obtained by
the Fund, owners of the Shares of the Fund or any other person or entity from
the use of the Index or any data included therein. S&P and the Investment
Adviser make no express or implied warranties, representations or conditions,
and expressly disclaim all warranties or conditions of merchantability or
fitness for a particular purpose or use and any other express or implied
warranty or condition with respect to the Index or any data included therein.
Without limiting any of the foregoing, in no event shall S&P or the Investment
Adviser have any liability for any special, punitive, direct, indirect or
consequential damages (including lost profits) arising out of matters relating
to the use of the Index or any data included therein even if notified of the
possibility of such damages.
Federal Income Taxation
As with any investment, you should consider how your investment in Shares will
be taxed. The tax information in this Prospectus is provided as general
information. You should consult your own tax professional about the tax
consequences of an investment in Shares.
Unless your investment in Shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA plan, you need to be aware of
the possible tax consequences when:
o The Fund makes distributions,
o You sell your Shares listed on the AMEX, and
o You purchase or redeem Creation Units.
22 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Taxes on Distributions
Dividends from net investment income, if any, are declared and paid quarterly.
The Fund may also pay a special distribution at the end of the calendar year to
comply with federal tax requirements. In general, your distributions are subject
to federal income tax when they are paid, whether you take them in cash or
reinvest them in the Fund. Dividends paid out of the Fund's income and net
short-term gains, if any, are taxable as ordinary income. Distributions of net
long-term capital gains, if any, in excess of net short-term capital losses are
taxable as long-term capital gains, regardless of how long you have held the
Shares.
Long-term capital gains of non-corporate taxpayers are generally taxed at a
maximum rate of 15% for taxable years beginning before January 1, 2011. In
addition, for these taxable years some ordinary dividends declared and paid by
the Fund to non-corporate shareholders may qualify for taxation at the lower
reduced tax rates applicable to long-term capital gains, provided that holding
period and other requirements are met by the Fund and the shareholder. Without
future Congressional action, the minimum rate of long-term capital gain will
return to 20% in 2011, and all dividends will be taxed at ordinary income rates.
Distributions in excess of the Fund's current and accumulated earnings and
profits are treated as a tax-free return of capital to the extent of your basis
in the Shares, and as capital gain thereafter. A distribution will reduce the
Fund's net asset value per Share and may be taxable to you as ordinary income or
capital gain even though, from an investment standpoint, the distribution may
constitute a return of capital.
Since more than 50% of the Fund's total assets at the end of its taxable year
will consist of foreign stock or securities, the Fund intends to elect to "pass
through" to its investors certain foreign income taxes paid by the Fund, with
the result that each investor will (i) include in gross income, as an additional
dividend, even though not actually received, the investor's pro rata share of
the Fund's foreign income taxes, and (ii) either deduct (in calculating U.S.
taxable income) or credit (in calculating U.S. federal income), subject to
certain limitations, the investor's pro rata share of the Fund's foreign income
taxes.
If you are not a citizen or permanent resident of the United States, the Fund's
ordinary income dividends (which include distributions of net short-term capital
gains) will generally be subject to a 30% U.S. withholding tax, unless a lower
treaty rate applies or unless such income is effectively connected with a U.S.
trade or business carried on through a permanent establishment in the United
States. Prospective investors are urged to consult their tax advisors concerning
the applicability of the U.S. withholding tax.
Dividends and interest received by the Fund may give rise to withholding and
other taxes imposed by foreign countries. Tax conventions between certain
countries and the United States may reduce or eliminate such taxes. By law, the
Fund must withhold a percentage of your distributions and proceeds if you have
not provided a taxpayer identification number or social security number. The
backup withholding rate for an individual is currently 28%.
Taxes on Exchange-Listed Shares Sales
Currently, any capital gain or loss realized upon a sale of Shares is generally
treated as long-term capital gain or loss if the Shares have been held for more
than one year and as short-term capital gain or loss if the Shares have been
held for one year or less. The ability to deduct capital losses may be limited.
PROSPECTUS | 23
Taxes on Purchase and Redemption of Creation Units
An authorized purchaser who exchanges equity securities for Creation Units
generally will recognize a gain or a loss. The gain or loss will be equal to the
difference between the market value of the Creation Units at the time and the
exchanger's aggregate basis in the securities surrendered and the Cash Component
paid. A person who exchanges Creation Units for equity securities will generally
recognize a gain or loss equal to the difference between the exchanger's basis
in the Creation Units and the aggregate market value of the securities received
and the Cash Redemption Amount. The Internal Revenue Service, however, may
assert that a loss realized upon an exchange of securities for Creation Units
cannot be deducted currently under the rules governing "wash sales," or on the
basis that there has been no significant change in economic position. Persons
exchanging securities should consult their own tax advisor with respect to
whether the wash sale rules apply and when a loss might be deductible.
Under current federal tax laws, any capital gain or loss realized upon
redemption of Creation Units is generally treated as long-term capital gain or
loss if the Shares have been held for more than one year and as a short-term
capital gain or loss if the Shares have been held for one year or less.
If you purchase or redeem Creation Units, you will be sent a confirmation
statement showing how many and at what price you purchased or sold Shares.
The foregoing discussion summarizes some of the possible consequences under
current federal tax law of an investment in the Fund. It is not a substitute for
personal tax advice. You may also be subject to state and local taxation on Fund
distributions, and sales of Fund Shares. Consult your personal tax advisor about
the potential tax consequences of an investment in Fund Shares under all
applicable tax laws.
24 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Other Information
For purposes of the 1940 Act, the Fund is treated as a registered investment
company. Section 12(d)(1) of the 1940 Act restricts investments by investment
companies in the securities of other investment companies, including shares of
the Fund. Registered investment companies are permitted to invest in the Fund
beyond the limits set forth in Section 12(d)(1) subject to certain terms and
conditions set forth in an SEC exemptive order issued to the Trust, including
that such investment companies enter into an agreement with the Fund.
Disclosure of Portfolio Holdings
A description of the Trust's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's
Statement of Additional Information.
PROSPECTUS | 25
Financial Highlights
The financial highlights table is intended to help you understand the Fund's
financial performance since its inception. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned (or lost) on an investment
in the Fund (assuming reinvestment of all dividends and distributions). This
information has been derived from the Fund's financial statements which have
been audited by Ernst & Young LLP, whose report, along with the Fund's financial
statements, are included in the Fund's Annual Report, which is available upon
request.
26 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Claymore/S&P Global Dividend Opportunities Index ETF
(Previously named Claymore/BBD High Income Index ETF prior to September 30,
2008)
FOR THE PERIOD
JUNE 25, 2007**
PER SHARE OPERATING PERFORMANCE THROUGH
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD MAY 31, 2008
--------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $ 24.98
--------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) (a) 1.56
Net realized and unrealized gain (loss) on investments (5.78)
--------------------------------------------------------------------------------
Total from investment operations (4.22)
--------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income (1.18)
Return of capital (0.21)
--------------------------------------------------------------------------------
Total distribution to shareholder (1.39)
--------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $ 19.37
--------------------------------------------------------------------------------
MARKET VALUE, END OF PERIOD $ 19.38
--------------------------------------------------------------------------------
TOTAL RETURN *(B)
Net asset value -16.98%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (thousands) $ 5.810
Ratio of net expenses to average net assets* 1.54%(c)
Ratio of net investment income (loss) to average net assets* 8.20%(c)
Portfolio turnover rate 84%(d)
|
* If certain expenses had not been waived or reimbursed by the
Adviser, total return would have been lower and the ratios
would have been as follows:
Ratio of total expenses to average net assets 4.36%(c)
Ratio of net investment income (loss) to average net assets 5.38%(c)
** Commencement of investment operations and initial listing date on the
American Stock Exchange.
(a) Based on average shares outstanding during the period.
(b) Total investment return is calculated assuming a purchase of a common share
at the beginning of the period and a sale on the last day of the period
reported at net asset value ("NAV"). Dividends and distributions are assumed
to be reinvested at NAV. Total investment return does not reflect brokerage
commissions. A return calculated for a period of less than one year is not
annualized.
(c) Annualized.
(d) Portfolio turnover is not annualized and does not include securities
received or delivered from processing creations or redemptions.
PROSPECTUS | 27
Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for Shares and the NAV of the Fund. NAV
is the price per share at which the Fund issues and redeems Shares. It is
calculated in accordance with the standard formula for valuing mutual fund
shares. The "Market Price" of each Fund generally is determined using the
midpoint between the highest bid and the lowest offer on the exchange on which
the Fund is listed for trading, as of the time the Fund's NAV is calculated. The
Fund's Market Price may be at, above or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The Market
Price of the Fund will fluctuate in accordance with changes in its NAV, as well
as market supply and demand.
Premiums or discounts are the differences (generally expressed as a percentage)
between the NAV and Market Price of the Fund on a given day, generally at the
time NAV is calculated. A premium is the amount that the Fund is trading above
the reported NAV, expressed as a percentage of the NAV. A discount is the amount
that each Fund is trading below the reported NAV, expressed as a percentage of
the NAV.
The following information shows the frequency of distributions of premiums and
discounts for the Fund. The information shown for the Fund is for the fiscal
year ended May 31, 2008 and for each of the last four quarters.
Each line in the table shows the number of trading days in which the Fund traded
within the premium/discount range indicated. The number of trading days in each
premium/discount range is also shown as a percentage of the total number of
trading days in the period covered by the table. All data presented here
represents past performance, which cannot be used to predict future results.
28 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Claymore/S&P Global Dividend Opportunities Index ETF*
NUMBER OF NUMBER OF NUMBER OF NUMBER OF NUMBER OF
DAYS/PERCENTAGE DAYS/PERCENTAGE DAYS/PERCENTAGE DAYS/PERCENTAGE DAYS/PERCENTAGE
OF TOTAL DAYS OF TOTAL DAYS OF TOTAL DAYS OF TOTAL DAYS OF TOTAL DAYS
(FISCAL YEAR (QUARTER (QUARTER (QUARTER (QUARTER
ENDED 5/30/08) ENDED 6/30/08) ENDED 3/31/08) ENDED 12/31/07) ENDED 9/30/07)
-------------------------------------------------------------------------------------------------------------------------
Greater than 2.0% 1/0.42% 1/0.93% 1/0.52% 1/0.76% 1/1.47%
-------------------------------------------------------------------------------------------------------------------------
Between 1.5% and 2.0% 1/0.42% 1/0.93% - - -
-------------------------------------------------------------------------------------------------------------------------
Between 1.0% and 1.5% 1/0.42% 1/0.93% 1/0.52% - -
-------------------------------------------------------------------------------------------------------------------------
Between 0.5% and 1.0% 18/7.63% 19/7.39% 16/8.29% 11/8.33% 4/5.88%
-------------------------------------------------------------------------------------------------------------------------
Between -0.5% and 0.5% 205/86.87% 225/87.55% 165/85.49% 114/86.36% 59/86.76%
-------------------------------------------------------------------------------------------------------------------------
Between -0.5% and -1.0% 7/2.97% 7/2.72% 7/3.63% 5/3.79% 3/4.41%
-------------------------------------------------------------------------------------------------------------------------
Between -1.0% and -1.5% 2/0.85% 2/0.78% 2/1.04% 1/0.76% 1/1.47%
-------------------------------------------------------------------------------------------------------------------------
Between -1.5% and -2.0% 1/0.42% 1/0.93% 1/0.52% - -
-------------------------------------------------------------------------------------------------------------------------
Less than -2.0% - - - - -
-------------------------------------------------------------------------------------------------------------------------
Total 236/100% 257/100% 193/100% 132/100% 68/100%
-------------------------------------------------------------------------------------------------------------------------
|
* Commenced operations on June 25, 2007. Prior to September 30, 2008, the
Fund was known as the "Claymore/BBD High Income Index ETF."
PROSPECTUS | 29
Total Return Information
The following table presents information about the total return of the Fund's
Index (which, prior to September 30, 2008, was the "Benchmarks By Design High
Income Index") in comparison to the total return of that Fund. The information
presented for the Fund is for the fiscal year ended May 31, 2008.
"Cumulative total returns" represent the total change in value of an investment
over the period indicated. The Fund's per Share NAV is the value of one Share of
the Fund as calculated in accordance with the standard formula for valuing
mutual fund shares. The NAV return is based on the NAV of the Fund, and the
market return is based on the market price per Share of the Fund. The price used
to calculate market return ("Market Price") is determined by using the midpoint
between the highest bid and the lowest offer on the exchange on which the Fund
is listed for trading, as of the time that the Fund's NAV is calculated. Since
the Fund's Shares typically do not trade in the secondary market until several
days after the Fund's inception, for the period from inception to the first day
of secondary market trading in Fund Shares, the NAV of the Fund is used as a
proxy for secondary market trading price to calculate market returns. Market and
NAV returns assume that dividends and capital gain distributions have been
reinvested in the Fund at Market Price and NAV, respectively. An index is a
statistical composite that tracks a specified financial market or sector. Unlike
the Fund, an index does not actually hold a portfolio of securities and
therefore does not incur the expenses incurred by the Fund. These expenses
negatively impact the performance of the Fund. Also, market returns do not
include brokerage commissions that may be payable on secondary market
transactions. If brokerage commissions were included, market returns would be
lower. The returns shown in the table below do not reflect the deduction of
taxes that a shareholder would pay on Fund distributions or the redemption or
sale of Shares of the Fund. The investment return and principal value of Shares
of the Fund will vary with changes in market conditions. Shares of the Fund may
be worth more or less than their original cost when they are redeemed or sold in
the market. The Fund's past performance is no guarantee of future results.
CUMULATIVE TOTAL
RETURNS SINCE
INCEPTION*
THROUGH
FUND/INDEX NAME MAY 31, 2008
--------------------------------------------------------------------------------
Claymore/S&P Global Dividend Opportunities Index ETF (at NAV) -16..98%
--------------------------------------------------------------------------------
Claymore/S&PGlobal Dividend Opportunities Index ETF (at Market) -16.93%
--------------------------------------------------------------------------------
Benchmarks By Design High Income Index -16.63%
--------------------------------------------------------------------------------
Dow Jones U.S. Select Dividend Index -15.55%
--------------------------------------------------------------------------------
|
* The Fund commenced operations on June 25, 2007. Prior to September 30,
2008, the Fund was known as the "Claymore/BBDHigh Income Index ETF."
30 | CLAYMORE EXCHANGE-TRADED FUND TRUST
For More Information
Existing Shareholders or Prospective Investors
o Call your broker
o www.claymore.com
Dealers
o www.claymore.com
o Distributor Telephone: (888) 949-3837
Investment Adviser
Claymore Advisors, LLC
2455 Corporate West Drive
Lisle, Illinois 60532
Distributor
Claymore Securities, Inc.
2455 Corporate West Drive
Lisle, Illinois 60532
Custodian
The Bank of New York Mellon
101 Barclay Street
New York, New York 10286
Transfer Agent
The Bank of New York Mellon
101 Barclay Street
New York, New York 10286
Legal Counsel
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
Independent Registered
Public Accounting Firm
Ernst & Young LLP
233 South Wacker Drive
Chicago, Illinois 60606
A Statement of Additional Information dated September 30, 2008, which contains
more details about the Fund, is incorporated by reference in its entirety into
this Prospectus, which means that it is legally part of this Prospectus.
You will find additional information about the Fund in its annual and
semi-annual reports to shareholders, when available. The annual report will
explain the market conditions and investment strategies affecting the Fund's
performance during its last fiscal year.
You can ask questions or obtain a free copy of the Fund's shareholder reports or
the Statement of Additional Information by calling 1-888-949-3837. Free copies
of the Fund's shareholder reports and the Statement of Additional Information
are available from our website at www.claymore.com.
Information about the Fund, including its reports and the Statement of
Additional Information, has been filed with the SEC. It can be reviewed and
copied at the SEC's Public Reference Room in Washington, DC or on the EDGAR
database on the SEC's internet site (http://www.sec.gov). Information on the
operation of the SEC's Public Reference Room may be obtained by calling the SEC
at (202) 551-5850. You can also request copies of these materials, upon payment
of a duplicating fee, by electronic request at the SEC's e-mail address
(publicinfo@sec.gov) or by writing the Public Reference section of the SEC, 100
F Street NE, Room 1580, Washington, DC 20549.
PROSPECTUS
Distributor
Claymore Securities, Inc.
2455 Corporate West Drive
Lisle, Illinois 60532
September 30, 2008
Investment Company Act File No. 811-21906.
Logo: Claymore
INVESTMENT COMPANY ACT FILE NO. 811-21906
CLAYMORE EXCHANGE-TRADED FUND TRUST
STATEMENT OF ADDITIONAL INFORMATION
DATED SEPTEMBER 30, 2008
This Statement of Additional Information is not a prospectus. It should be read
in conjunction with the Prospectus dated September 30, 2008 for the Claymore/S&P
Global Dividend Opportunities Index ETF, a series of the Claymore
Exchange-Traded Fund Trust (the "Trust"), as it may be revised from time to
time. Capitalized terms used herein that are not defined have the same meaning
as in the Prospectus, unless otherwise noted. A copy of the Prospectus may be
obtained without charge by writing to the Trust's Distributor, Claymore
Securities, Inc., or by calling toll free 1-888-949-3837.
Table of Contents
Page
GENERAL DESCRIPTION OF THE TRUST AND THE FUND............................3
EXCHANGE LISTING AND TRADING.............................................3
INVESTMENT RESTRICTIONS AND POLICIES.....................................4
INVESTMENT POLICIES AND RISKS............................................5
GENERAL CONSIDERATIONS AND RISKS.........................................9
MANAGEMENT..............................................................12
BROKERAGE TRANSACTIONS..................................................20
ADDITIONAL INFORMATION CONCERNING THE TRUST.............................22
CREATION AND REDEMPTION OF CREATION UNIT AGGREGATIONS...................25
TAXES...................................................................32
FEDERAL TAX TREATMENT OF FUTURES AND OPTIONS CONTRACTS..................37
DETERMINATION OF NAV....................................................39
DIVIDENDS AND DISTRIBUTIONS.............................................39
MISCELLANEOUS INFORMATION...............................................40
FINANCIAL STATEMENTS....................................................40
|
GENERAL DESCRIPTION OF THE TRUST AND THE FUND
The Trust was organized as a Delaware statutory trust on May 24, 2006
and is authorized to have multiple series or portfolios. The Trust is an
open-end management investment company, registered under the Investment Company
Act of 1940, as amended (the "1940 Act"). The Trust currently consists of 20
investment portfolios. This Statement of Additional Information relates to the
following investment portfolio: the Claymore/S&P Global Dividend Opportunities
Index ETF (the "Fund"). The Claymore/S&P Global Dividend Opportunities Index ETF
is based on an underlying index (the "Underlying Index") of U.S. and non-U.S.
securities. The Fund is "non-diversified" and, as such, the Fund's investments
are not required to meet certain diversification requirements under the 1940
Act. The shares of the Fund are referred to herein as "Shares" or "Fund Shares."
Prior to September 30, 2008, the Fund's name was the "Claymore/BBD High Income
Index ETF," and the Fund sought to replicate an index called the "Benchmarks by
Design High Income Index."
The Fund is managed by Claymore Advisors, LLC ("Claymore Advisors" or
the "Investment Adviser").
The Fund offers and issues Shares at net asset value ("NAV") only in
aggregations of a specified number of Shares (each a "Creation Unit" or a
"Creation Unit Aggregation"), generally in exchange for a basket of equity
securities included in the relevant Underlying Indices (the "Deposit
Securities"), together with the deposit of a specified cash payment (the "Cash
Component"). The Fund anticipates that its Shares will be listed on the American
Stock Exchange (the "AMEX"). Fund Shares will trade on the AMEX at market prices
that may be below, at or above NAV. Shares are redeemable only in Creation Unit
Aggregations and, generally, in exchange for portfolio securities and a
specified cash payment. Creation Units are aggregations of 80,000 Shares. In the
event of the liquidation of the Fund, the Trust may lower the number of Shares
in a Creation Unit.
The Trust reserves the right to offer a "cash" option for creations and
redemptions of Fund Shares. Fund Shares may be issued in advance of receipt of
Deposit Securities subject to various conditions including a requirement to
maintain on deposit with the Trust cash at least equal to 115% of the market
value of the missing Deposit Securities. See the "Creation and Redemption of
Creation Unit Aggregations" section. In each instance of such cash creations or
redemptions, transaction fees may be imposed that will be higher than the
transaction fees associated with in-kind creations or redemptions. In all cases,
such fees will be limited in accordance with the requirements of the Securities
and Exchange Commission (the "SEC") applicable to management investment
companies offering redeemable securities.
EXCHANGE LISTING AND TRADING
There can be no assurance that the requirements of the AMEX necessary
to maintain the listing of Shares of the Fund will continue to be met. The AMEX
may, but is not required to, remove the Shares of the Fund from listing if (i)
following the initial 12-month period beginning at the commencement of trading
of the Fund, there are fewer than 50 beneficial owners of the Shares of the Fund
for 30 or more consecutive trading days; (ii) the value of the Underlying
Indices is no longer calculated or available; or (iii) such other event shall
occur or condition exist that, in the opinion of the AMEX, makes further
dealings on the AMEX inadvisable. The AMEX will remove the Shares of the Fund
from listing and trading upon termination of such Fund.
3
As in the case of other stocks traded on the AMEX, broker's commissions
on transactions will be based on negotiated commission rates at customary
levels.
The Trust reserves the right to adjust the price levels of the Shares
in the future to help maintain convenient trading ranges for investors. Any
adjustments would be accomplished through stock splits or reverse stock splits,
which would have no effect on the net assets of the Fund.
INVESTMENT RESTRICTIONS AND POLICIES
INVESTMENT OBJECTIVES
The investment objective of the Claymore/S&P Global Dividend
Opportunities Index ETF is to provide investment results that correspond
generally to the performance (before the Fund's fees and expenses) of an equity
index called the "S&P Global Dividend Opportunities Index."
INVESTMENT RESTRICTIONS
The Board of Trustees of the Trust (the "Board" or the "Trustees") has
adopted as fundamental policies the Fund's respective investment restrictions,
numbered (1) through (7) below. The Fund, as a fundamental policy, may not:
(1) Invest 25% or more of the value of its total assets in securities
of issuers in any one industry or group of industries, except to the extent that
the Underlying Index that the Fund replicates, concentrates in an industry or
group of industries. This restriction does not apply to obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities.
(2) Borrow money, except that the Fund may (i) borrow money from banks
for temporary or emergency purposes (but not for leverage or the purchase of
investments) up to 10% of its total assets and (ii) make other investments or
engage in other transactions permissible under the 1940 Act that may involve a
borrowing, provided that the combination of (i) and (ii) shall not exceed 33
1/3% of the value of the Fund's total assets (including the amount borrowed),
less the Fund's liabilities (other than borrowings).
(3) Act as an underwriter of another issuer's securities, except to the
extent that the Fund may be deemed to be an underwriter within the meaning of
the Securities Act of 1933 in connection with the purchase and sale of portfolio
securities.
(4) Make loans to other persons, except through (i) the purchase of
debt securities permissible under the Fund's investment policies, (ii)
repurchase agreements or (iii) the lending of portfolio securities, provided
that no such loan of portfolio securities may be made by the Fund if, as a
result, the aggregate of such loans would exceed 33 1/3% of the value of the
Fund's total assets.
(5) Purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not prevent the
Fund (i) from purchasing or selling options, futures contracts or other
derivative instruments, or (ii) from investing in securities or other
instruments backed by physical commodities).
(6) Purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prohibit the
Fund from purchasing or selling securities or other instruments backed by real
estate or of issuers engaged in real estate activities).
(7) Issue senior securities, except as permitted under the 1940 Act.
Except for restriction (2), if a percentage restriction is adhered to
at the time of investment, a later increase in percentage resulting from a
change in market value of the investment or the total assets, or the sale of a
security out of the portfolio, will not constitute a violation of that
restriction.
The foregoing fundamental investment policies cannot be changed as to
the Fund without approval by holders of a "majority of the Fund's outstanding
voting shares." As defined in the 1940 Act, this means the vote of (i) 67% or
more of the Fund's shares present at a meeting, if the holders of more than 50%
of the Fund's shares are present or represented by proxy, or (ii) more than 50%
of the Fund's shares, whichever is less.
In addition to the foregoing fundamental investment policies, the Fund
is also subject to the following non-fundamental restrictions and policies,
which may be changed at any time by the Board of Trustees without shareholder
approval. The Fund may not:
(1) Sell securities short, unless the Fund owns or has the right to
obtain securities equivalent in kind and amount to the securities sold short at
no added cost, and provided that transactions in options, futures contracts,
options on futures contracts or other derivative instruments are not deemed to
constitute selling securities short.
(2) Purchase securities on margin, except that the Fund may obtain such
short-term credits as are necessary for the clearance of transactions; and
provided that margin deposits in connection with futures contracts, options on
futures contracts or other derivative instruments shall not constitute
purchasing securities on margin.
(3) Purchase securities of open-end or closed-end investment companies
except in compliance with the 1940 Act.
(4) Invest in direct interests in oil, gas or other mineral exploration
programs or leases; however, the Fund may invest in the securities of issuers
that engage in these activities.
(5) Invest in illiquid securities if, as a result of such investment,
more than 15% of the Fund's net assets would be invested in illiquid securities.
The investment objective of the Fund is a non-fundamental policy that
can be changed by the Board of Trustees without approval by shareholders.
INVESTMENT POLICIES AND RISKS
Loans of Portfolio Securities. The Fund may lend its investment
securities to approved borrowers. Any gain or loss on the market price of the
securities loaned that might occur during the term of the loan would be for the
account of the Fund. These loans cannot exceed 33 1/3% of the Fund's total
assets.
Approved borrowers are brokers, dealers, domestic and foreign banks, or
other financial institutions that meet credit or other requirements as
established by, and subject to the review of, the Trust's Board, so long as the
terms, the structure and the aggregate amount of such loans are not inconsistent
with the 1940 Act and the rules and regulations thereunder or interpretations of
the SEC, which require that (a) the borrowers pledge and maintain with the Fund
collateral consisting of cash, an irrevocable letter of credit issued by a bank,
or securities issued or guaranteed by the U.S. Government
having a value at all times of not less than 102% of the value of the securities
loaned (on a "mark-to-market" basis); (b) the loan be made subject to
termination by the Fund at any time; and (c) the Fund receives reasonable
interest on the loan. From time to time, the Fund may return a part of the
interest earned from the investment of collateral received from securities
loaned to the borrower and/or a third party that is unaffiliated with the Fund
and that is acting as a finder.
Repurchase Agreements. The Fund may enter into repurchase agreements,
which are agreements pursuant to which securities are acquired by the Fund from
a third party with the understanding that they will be repurchased by the seller
at a fixed price on an agreed date. These agreements may be made with respect to
any of the portfolio securities in which the Fund is authorized to invest.
Repurchase agreements may be characterized as loans secured by the underlying
securities. The Fund may enter into repurchase agreements with (i) member banks
of the Federal Reserve System having total assets in excess of $500 million and
(ii) securities dealers ("Qualified Institutions"). The Investment Adviser will
monitor the continued creditworthiness of Qualified Institutions.
The use of repurchase agreements involves certain risks. For example,
if the seller of securities under a repurchase agreement defaults on its
obligation to repurchase the underlying securities, as a result of its
bankruptcy or otherwise, the Fund will seek to dispose of such securities, which
action could involve costs or delays. If the seller becomes insolvent and
subject to liquidation or reorganization under applicable bankruptcy or other
laws, the Fund's ability to dispose of the underlying securities may be
restricted. Finally, it is possible that the Fund may not be able to
substantiate its interest in the underlying securities. To minimize this risk,
the securities underlying the repurchase agreement will be held by the custodian
at all times in an amount at least equal to the repurchase price, including
accrued interest. If the seller fails to repurchase the securities, the Fund may
suffer a loss to the extent proceeds from the sale of the underlying securities
are less than the repurchase price.
The resale price reflects the purchase price plus an agreed upon market
rate of interest. The collateral is marked to market daily.
Reverse Repurchase Agreements. The Fund may enter into reverse
repurchase agreements, which involve the sale of securities with an agreement to
repurchase the securities at an agreed-upon price, date and interest payment and
have the characteristics of borrowing. The securities purchased with the funds
obtained from the agreement and securities collateralizing the agreement will
have maturity dates no later than the repayment date. Generally the effect of
such transactions is that the Fund can recover all or most of the cash invested
in the portfolio securities involved during the term of the reverse repurchase
agreement, while in many cases the Fund is able to keep some of the interest
income associated with those securities. Such transactions are only advantageous
if the Fund has an opportunity to earn a greater rate of return on the cash
derived from these transactions than the interest cost of obtaining the same
amount of cash. Opportunities to realize earnings from the use of the proceeds
equal to or greater than the interest required to be paid may not always be
available and the Fund intends to use the reverse repurchase technique only when
the Investment Adviser believes it will be advantageous to the Fund. The use of
reverse repurchase agreements may exaggerate any interim increase or decrease in
the value of the Fund's assets. The custodian bank will maintain a separate
account for the Fund with securities having a value equal to or greater than
such commitments. Under the 1940 Act, reverse repurchase agreements are
considered loans.
Money Market Instruments. The Fund may invest a portion of its assets
in high-quality money market instruments on an ongoing basis to provide
liquidity. The instruments in which the Fund may invest include: (i) short-term
obligations issued by the U.S. Government; (ii) negotiable certificates of
deposit ("CDs"), fixed time deposits and bankers' acceptances of U.S. and
foreign banks and similar institutions; (iii) commercial paper rated at the date
of purchase "Prime-1" by Moody's Investors Service, Inc. or "A-1+" or "A-1" by
Standard & Poor's or, if unrated, of comparable quality as determined by
the Investment Adviser; (iv) repurchase agreements; and (v) money market mutual
funds. CDs are short-term negotiable obligations of commercial banks. Time
deposits are non-negotiable deposits maintained in banking institutions for
specified periods of time at stated interest rates. Banker's acceptances are
time drafts drawn on commercial banks by borrowers, usually in connection with
international transactions.
Investment Companies. The Fund may invest in the securities of other
investment companies (including money market funds). Under the 1940 Act, the
Fund's investment in investment companies is limited to, subject to certain
exceptions, (i) 3% of the total outstanding voting stock of any one investment
company, (ii) 5% of the Fund's total assets with respect to any one investment
company and (iii) 10% of the Fund's total assets of investment companies in the
aggregate.
Real Estate Investment Trusts ("REITs"). The Fund may invest in the
securities of real estate investment trusts to the extent allowed by law, which
pool investors' funds for investments primarily in commercial real estate
properties. Investment in REITs may be the most practical available means for
the Fund to invest in the real estate industry. As a shareholder in a REIT, the
Fund would bear its ratable share of the REIT's expenses, including its advisory
and administration fees. At the same time, the Fund would continue to pay its
own investment advisory fees and other expenses, as a result of which the Fund
and its shareholders in effect will be absorbing duplicate levels of fees with
respect to investments in REITs.
Illiquid Securities. The Fund may invest up to an aggregate amount of
15% of its net assets in illiquid securities. Illiquid securities include
securities subject to contractual or other restrictions on resale and other
instruments that lack readily available markets.
Currency Transactions. The Fund does not expect to engage in currency
transactions for the purpose of hedging against declines in the value of the
Fund's assets that are denominated in a foreign currency. A Fund may enter into
foreign currency forward and foreign currency futures contracts to facilitate
local securities settlements or to protect against currency exposure in
connection with its distributions to shareholders, but may not enter into such
contracts for speculative purposes.
A forward currency contract is an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number of days from
the date of the contract agreed upon by the parties, at a price set at the time
of the contract. A currency futures contract is a contract involving an
obligation to deliver or acquire the specified amount of a specific currency, at
a specified price and at a specified future time. Futures contracts may be
settled on a net cash payment basis rather than by the sale and delivery of the
underlying currency.
Futures and Options. The Fund may utilize exchange-traded futures and
options contracts and swap agreements.
Futures contracts generally provide for the future sale by one party
and purchase by another party of a specified commodity at a specified future
time and at a specified price. Stock index futures contracts are settled daily
with a payment by one party to the other of a cash amount based on the
difference between the level of the stock index specified in the contract from
one day to the next. Futures contracts are standardized as to maturity date and
underlying instrument and are traded on futures exchanges.
Futures traders are required to make a good faith margin deposit in
cash or U.S. government securities with a broker or custodian to initiate and
maintain open positions in futures contracts. A margin deposit is intended to
assure completion of the contract (delivery or acceptance of the underlying
commodity or payment of the cash settlement amount) if it is not terminated
prior to the specified delivery date. Brokers may establish deposit requirements
which are higher than the exchange
minimums. Futures contracts are customarily purchased and sold on margin
deposits which may range upward from less than 5% of the value of the contract
being traded.
After a futures contract position is opened, the value of the contract
is marked to market daily. If the futures contract price changes to the extent
that the margin on deposit does not satisfy margin requirements, payment of
additional "variation" margin will be required. Conversely, change in the
contract value may reduce the required margin, resulting in a repayment of
excess margin to the contract holder. Variation margin payments are made to and
from the futures broker for as long as the contract remains open. In such case,
the Fund would expect to earn interest income on its margin deposits. Closing
out an open futures position is done by taking an opposite position ("buying" a
contract which has previously been "sold," or "selling" a contract previously
"purchased") in an identical contract to terminate the position. Brokerage
commissions are incurred when a futures contract position is opened or closed.
The Fund may use exchange-traded futures and options, together with
positions in cash and money market instruments, to simulate full investment in
its Underlying Index. Under such circumstances, the Investment Adviser may seek
to utilize other instruments that it believes to be correlated to the underlying
index components or a subset of the components.
An option on a futures contract, as contrasted with the direct
investment in such a contract, gives the purchaser the right, in return for the
premium paid, to assume a position in the underlying futures contract at a
specified exercise price at any time prior to the expiration date of the option.
Upon exercise of an option, the delivery of the futures position by the writer
of the option to the holder of the option will be accompanied by delivery of the
accumulated balance in the writer's futures margin account that represents the
amount by which the market price of the futures contract exceeds (in the case of
a call) or is less than (in the case of a put) the exercise price of the option
on the futures contract. The potential for loss related to the purchase of an
option on a futures contract is limited to the premium paid for the option plus
transaction costs. Because the value of the option is fixed at the point of
purchase, there are no daily cash payments by the purchaser to reflect changes
in the value of the underlying contract; however, the value of the option
changes daily and that change would be reflected in the NAV of the Fund. The
potential for loss related to writing call options on equity securities or
indices is unlimited. The potential for loss related to writing put options is
limited only by the aggregate strike price of the put option less the premium
received.
The Fund may purchase and write put and call options on futures
contracts that are traded on a U.S. exchange as a hedge against changes in value
of its portfolio securities, or in anticipation of the purchase of securities,
and may enter into closing transactions with respect to such options to
terminate existing positions. There is no guarantee that such closing
transactions can be effected.
Restrictions on the Use of Futures Contracts and Options on Futures
Contracts. The Commodity Futures Trading Commission has eliminated limitations
on futures trading by certain regulated entities, including registered
investment companies, and consequently registered investment companies may
engage in unlimited futures transactions and options thereon provided that the
investment adviser to the company claims an exclusion from regulation as a
commodity pool operator. In connection with its management of the Trust, the
Investment Adviser has claimed such an exclusion from registration as a
commodity pool operator under the Commodity Exchange Act (the "CEA"). Therefore,
it is not subject to the registration and regulatory requirements of the CEA.
Therefore, there are no limitations on the extent to which the Fund may engage
in non-hedging transactions involving futures and options thereon, except as set
forth in the Fund's Prospectus and this Statement of Additional Information.
Swap Agreements. Swap agreements are contracts between parties in which
one party agrees to make periodic payments to the other party (the
"Counterparty") based on the change in market value or
level of a specified rate, index or asset. In return, the Counterparty agrees to
make periodic payments to the first party based on the return of a different
specified rate, index or asset. Swap agreements will usually be done on a net
basis, the Fund receiving or paying only the net amount of the two payments. The
net amount of the excess, if any, of the Fund's obligations over its
entitlements with respect to each swap is accrued on a daily basis and an amount
of cash or highly liquid securities having an aggregate value at least equal to
the accrued excess is maintained in an account at the Trust's custodian bank.
The use of interest-rate and index swaps is a highly specialized
activity that involves investment techniques and risks different from those
associated with ordinary portfolio security transactions. These transactions
generally do not involve the delivery of securities or other underlying assets
or principal.
The use of swap agreements involves certain risks. For example, if the
Counterparty under a swap agreement defaults on its obligation to make payments
due from it, as a result of its bankruptcy or otherwise, the Fund may lose such
payments altogether, or collect only a portion thereof, which collection could
involve costs or delays.
GENERAL CONSIDERATIONS AND RISKS
A discussion of the risks associated with an investment in the Fund is
contained in the Prospectus in the "Principal Risks of Investing in the Fund"
and "Additional Risks" sections. The discussion below supplements, and should be
read in conjunction with, these sections of the Prospectus.
An investment in the Fund should be made with an understanding that the
value of the Fund's portfolio securities may fluctuate in accordance with
changes in the financial condition of the issuers of the portfolio securities,
the value of common stocks in general and other factors that affect the market.
An investment in the Fund should also be made with an understanding of
the risks inherent in an investment in equity securities, including the risk
that the financial condition of issuers may become impaired or that the general
condition of the stock market may deteriorate (either of which may cause a
decrease in the value of the portfolio securities and thus in the value of Fund
Shares). Common stocks are susceptible to general stock market fluctuations and
to volatile increases and decreases in value as market confidence and
perceptions of their issuers change. These investor perceptions are based on
various and unpredictable factors, including expectations regarding government,
economic, monetary and fiscal policies, inflation and interest rates, economic
expansion or contraction, and global or regional political, economic or banking
crises.
Holders of common stocks incur more risk than holders of preferred
stocks and debt obligations because common stockholders, as owners of the
issuer, have generally inferior rights to receive payments from the issuer in
comparison with the rights of creditors, or holders of debt obligations or
preferred stocks. Further, unlike debt securities which typically have a stated
principal amount payable at maturity (whose value, however, is subject to market
fluctuations prior thereto), or preferred stocks, which typically have a
liquidation preference and which may have stated optional or mandatory
redemption provisions, common stocks have neither a fixed principal amount nor a
maturity.
The existence of a liquid trading market for certain securities may
depend on whether dealers will make a market in such securities. There can be no
assurance that a market will be made or maintained or that any such market will
be or remain liquid. The price at which securities may be sold and the value of
the Fund's Shares will be adversely affected if trading markets for the Fund's
portfolio securities are limited or absent, or if bid/ask spreads are wide.
Risks of Currency Transactions. Foreign exchange transactions involve a
significant degree of risk and the markets in which foreign exchange
transactions are effected are highly volatile, highly specialized and highly
technical. Significant changes, including changes in liquidity prices, can occur
in such markets within very short periods of time, often within minutes. Foreign
exchange trading risks include, but are not limited to, exchange rate risk,
maturity gap, interest rate risk, and potential interference by foreign
governments through regulation of local exchange markets, foreign investment or
particular transactions in foreign currency. If the Fund utilizes foreign
exchange transactions at an inappropriate time or judges market conditions,
trends or correlations incorrectly, foreign exchange transactions may not serve
their intended purpose of improving the correlation of the Fund's return with
the performance of its Underlying Index and may lower the Fund's return. The
Fund could experience losses if the value of its currency forwards, options and
futures positions were poorly correlated with its other investments or if it
could not close out its positions because of an illiquid market. In addition,
the Fund could incur transaction costs, including trading commissions, in
connection with certain foreign currency transactions.
Risks of Futures and Options Transactions. There are several risks
accompanying the utilization of futures contracts and options on futures
contracts. First, while the Fund plans to utilize futures contracts only if an
active market exists for such contracts, there is no guarantee that a liquid
market will exist for the contract at a specified time.
Furthermore, because, by definition, futures contracts project price
levels in the future and not current levels of valuation, market circumstances
may result in a discrepancy between the price of the stock index future and the
movement in the Underlying Index. In the event of adverse price movements, the
Fund would continue to be required to make daily cash payments to maintain its
required margin. In such situations, if the Fund has insufficient cash, it may
have to sell portfolio securities to meet daily margin requirements at a time
when it may be disadvantageous to do so. In addition, the Fund may be required
to deliver the instruments underlying futures contracts it has sold.
The risk of loss in trading futures contracts or uncovered call options
in some strategies (e.g., selling uncovered stock index futures contracts) is
potentially unlimited. The Fund does not plan to use futures and options
contracts in this way. The risk of a futures position may still be large as
traditionally measured due to the low margin deposits required. In many cases, a
relatively small price movement in a futures contract may result in immediate
and substantial loss or gain to the investor relative to the size of a required
margin deposit. The Fund, however, intends to utilize futures and options
contracts in a manner designed to limit their risk exposure to levels comparable
to direct investment in stocks.
Utilization of futures and options on futures by the Fund involves the
risk of imperfect or even negative correlation to the Underlying Index if the
index underlying the futures contract differs from the Underlying Index. There
is also the risk of loss by the Fund of margin deposits in the event of
bankruptcy of a broker with whom the Fund has an open position in the futures
contract or option; however, this risk is substantially minimized because (a) of
the regulatory requirement that the broker has to "segregate" customer funds
from its corporate funds, and (b) in the case of regulated exchanges in the
United States, the clearing corporation stands behind the broker to make good
losses in such a situation. The purchase of put or call options could be based
upon predictions by the Investment Adviser as to anticipated trends, which
predictions could prove to be incorrect and a part or all of the premium paid
therefore could be lost.
Because the futures market imposes less burdensome margin requirements
than the securities market, an increased amount of participation by speculators
in the futures market could result in price fluctuations. Certain financial
futures exchanges limit the amount of fluctuation permitted in futures contract
prices during a single trading day. The daily limit establishes the maximum
amount by which the price of a futures contract may vary either up or down from
the previous day's settlement price at the end of a trading session. Once the
daily limit has been reached in a particular type of contract, no trades may
be made on that day at a price beyond that limit. It is possible that futures
contract prices could move to the daily limit for several consecutive trading
days with little or no trading, thereby preventing prompt liquidation of futures
positions and subjecting the Fund to substantial losses. In the event of adverse
price movements, the Fund would be required to make daily cash payments of
variation margin.
Although the Fund intends to enter into futures contracts only if there
is an active market for such contracts, there is no assurance that an active
market will exist for the contracts at any particular time.
Risks of Swap Agreements. The risk of loss with respect to swaps
generally is limited to the net amount of payments that the Fund is
contractually obligated to make. Swap agreements are also subject to the risk
that the swap counterparty will default on its obligations. If such a default
were to occur, the Fund will have contractual remedies pursuant to the
agreements related to the transaction. However, such remedies may be subject to
bankruptcy and insolvency laws which could affect the Fund's rights as a
creditor -- (e.g., the Fund may not receive the net amount of payments that it
contractually is entitled to receive). The Fund, however, intends to utilize
swaps in a manner designed to limit its risk exposure to levels comparable to
direct investments in stocks.
MANAGEMENT
Trustees and Officers
The general supervision of the duties performed by the Investment
Adviser for the Fund under the Investment Advisory Agreement is the
responsibility of the Board of Trustees. The Trust currently has four Trustees.
Three Trustees have no affiliation or business connection with the Investment
Adviser or any of its affiliated persons and do not own any stock or other
securities issued by the Investment Adviser. These are the "non-interested" or
"independent" Trustees ("Independent Trustees"). The other Trustee (the
"Management Trustee") is affiliated with the Investment Adviser. During the
Fund's fiscal year ended May 31, 2008, the Trustees met 7 times.
The Independent Trustees of the Trust, their term of office and length
of time served, their principal business occupations during the past five years,
the number of portfolios in the Fund Complex (defined below) overseen by each
Independent Trustee, and other directorships, if any, held by the Trustee are
shown below. The Fund Complex includes all open- and closed-end funds (including
all of their portfolios) advised by the Investment Adviser and any funds that
have an investment adviser that is an affiliated person of the Investment
Adviser. As of the date of this SAI, the Fund Complex consists of the Trust's 20
portfolios, 11 separate portfolios of Claymore Exchange-Traded Fund Trust 2 and
15 closed-end management investment companies.
TERM OF NUMBER OF
OFFICE AND PORTFOLIOS IN
POSITION(S) LENGTH OF PRINCIPAL FUND COMPLEX OTHER
NAME, ADDRESS AND AGE OF HELD WITH TIME OCCUPATION DURING OVERSEEN BY DIRECTORSHIPS HELD
INDEPENDENT TRUSTEES* TRUST SERVED** PAST 5 YEARS TRUSTEES BY TRUSTEES
--------------------------------------------------------------------------------------------------------------------------
Randall C. Barnes Trustee Since 2006 Private Investor. 41 None.
Year of Birth: 1951 Formerly, Senior Vice
President, Treasurer
(1993-1997),
President, Pizza Hut
International
(1991-1993) and Senior
Vice President,
Strategic Planning and
New Business
Development
(1987-1990) of
PepsiCo, Inc.
(1987-1997).
Ronald E. Toupin, Jr. Trustee Since 2006 Retired. Formerly 41 None.
Year of Birth: 1958 Vice President,
Manager and
Portfolio Manager
of Nuveen Asset
Management
(1998-1999), Vice
President of Nuveen
Investment Advisory
Corporation
(1993-1999), Vice
President and
Manager of Nuveen
Unit Investment
Trusts (1991-1999),
and Assistant Vice
President and
Portfolio Manager
of Nuveen Unit
Investment Trusts
(1988-1999), each
of John Nuveen &
Company, Inc.
(1982-1999).
Ronald A. Nyberg Trustee Since 2006 Partner of Nyberg & 44 None.
Year of Birth: 1953 Cassioppi, LLC, a law
firm specializing in
Corporate Law, Estate
Planning and Business
Transactions
(2000-present).
Formerly, Executive
Vice President,
General Counsel, and
Corporate Secretary of
Van Kampen Investments
(1982-1999).
|
*The business address of each Trustee is c/o Claymore Advisors, LLC,
2455 Corporate West Drive, Lisle, Illinois 60532.
**This is the period for which the Trustee began serving the Trust.
Each Trustee serves an indefinite term, until his successor is elected.
The Trustee who is affiliated with the Investment Adviser or affiliates
of the Investment Adviser and executive officers of the Trust, his term of
office and length of time served, his principal business
occupations during the past five years, the number of portfolios in the Fund
Complex overseen by the Management Trustee and the other directorships, if any,
held by the Trustee, are shown below.
NUMBER OF
TERM OF PORTFOLIOS
OFFICE AND IN FUND
POSITION(S) LENGTH PRINCIPAL COMPLEX
NAME, ADDRESS AND AGE OF HELD WITH OF TIME OCCUPATION(S) DURING OVERSEEN OTHER DIRECTORSHIPS
MANAGEMENT TRUSTEES* TRUST SERVED** PAST 5 YEARS BY TRUSTEES HELD BY TRUSTEES
-----------------------------------------------------------------------------------------------------------------
Nicholas Dalmaso*** Trustee; and Trustee Attorney. Formerly, 44 None
Year of birth: 1965 Chief Legal since 2006 Senior Managing
and Executive Director and Chief
Officer Administrative Officer
(2007-2008) and General
Counsel (2001-2007) of
Claymore Advisors, LLC
and Claymore Securities,
Inc., President and
Secretary of Claymore
Investments, Inc.
(2004-2008). Formerly,
Assistant General
Counsel, John Nuveen and
Company (1999-2001).
Formerly Vice President
and Associate General
Counsel of Van Kampen
Investments (1992-1999).
|
* The business address of each Trustee is c/o Claymore Advisors, LLC, 2455
Corporate West Drive, Lisle, Illinois 60532.
** This is the period for which the Trustee began serving the Trust. Each
Trustee serves an indefinite term, until his successor is elected.
*** Mr. Dalmaso is an interested person of the Trust because of his former
position as an officer of the Investment Adviser and certain of its
affiliates and his equity ownership of the Adviser and certain of its
affiliates.
NAME, ADDRESS AND AGE OF POSITION(S)HELD LENGTH OF TIME
EXECUTIVE OFFICER WITH TRUST SERVED* PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
-----------------------------------------------------------------------------------------------------------------
J. Thomas Futrell Chief Executive Since 2008
Year of birth: 1955 Officer Senior Managing Director, Chief Investment
Officer (2008-present) of Claymore
Advisors, LLC and Claymore Securities,
Inc.; Chief Executive Officer of certain
funds in the Fund Complex. Formerly,
Managing Director in charge of Research
(2000-2007) for Nuveen Asset Management.
|
NAME, ADDRESS AND AGE OF POSITION(S)HELD LENGTH OF TIME
EXECUTIVE OFFICER WITH TRUST SERVED* PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
-----------------------------------------------------------------------------------------------------------------
Kevin M. Robinson Chief Legal Since 2008
Year of birth: 1959 Officer Senior Managing Director, General Counsel
and Corporate Secretary (2007-present) of
Claymore Advisors, LLC and Claymore
Securities, Inc.; Chief Legal Officer of
certain funds in the Fund Complex.
Formerly, Associate General Counsel (2000-
2007) of NYSE Euronext, Inc. Formerly,
Archipelago Holdings, Inc. Senior Managing
Director and Associate General Counsel
(1997-2000) of ABN Amro Inc. Formerly,
Senior Counsel in the Enforcement Division
(1989-1997) of the U.S. Securities and
Exchange Commission.
Steven M. Hill Chief Financial Since 2006 Senior Managing Director (2005-present) and
Year of birth: 1964 Officer, Chief Chief Financial Officer (2005-2006),
Accounting Managing Director (2003-2005) of Claymore
Officer and Advisors, LLC and Claymore Securities,
Treasurer Inc.; Chief Financial Officer, Chief
Accounting Officer and Treasurer of certain
funds in the Fund Complex. Formerly,
Treasurer of Henderson Global Funds and
Operations Manager for Henderson Global
Investors (NA) Inc. (2002-2003); Managing
Director, FrontPoint Partners LLC
(2001-2002); Vice President, Nuveen
Investments (1999-2001); Chief Financial
Officer, Skyline Asset Management LP,
(1999); Vice President, Van Kampen
Investments and Assistant Treasurer, Van
Kampen mutual funds (1989-1999).
Bruce Saxon Chief Compliance Since 2006 Vice President - Fund Compliance Officer of
Year of birth: 1957 Officer Claymore Securities, Inc. (2006-present).
Chief Compliance Officer of certain funds in
the Fund Complex. Formerly, Chief Compliance
Officer/Assistant Secretary of Harris
Investment Management, Inc. (2003-2006).
Director-Compliance of Harrisdirect LLC
(1999-2003).
Melissa J. Nguyen Secretary Since 2006 Vice President and Assistant General
Year of birth: 1978 Counsel of Claymore Securities, Inc.
(2005-present). Secretary of certain funds
in the Fund Complex. Formerly, Associate,
Vedder, Price, Kaufman & Kammholz, P.C.
(2003-2005).
William H. Belden III Vice President Since 2006 Managing Director of Claymore Securities,
Year of birth: 1965 Inc. (2005-present). Formerly, Vice
President of Product Management at Northern
Trust Global Investments (1999-2005); Vice
President of Stein Roe & Farnham
(1995-1999).
Chuck Craig Vice President Since 2006 Managing Director (2006-present), Vice
Year of birth: 1967 President (2003-2006) of Claymore
Securities, Inc. Formerly, Assistant Vice
President, First Trust Portfolios, L.P.
(1999-2003); Analyst, PMA Securities, Inc.
(1996-1999).
James Howley Assistant Since 2006 Vice President, Fund Administration of
Year of birth: 1972 Treasurer Claymore Securities, Inc. (2004-present).
Formerly, Manager, Mutual Fund
Administration of Van Kampen Investments,
Inc.
Mark J. Furjanic Assistant Since 2008
Year of birth: 1959 Treasurer Vice President, Fund Administration-Tax
(2005-present) of Claymore Advisors, LLC
and Claymore Securities, Inc.; Assistant
Treasurer of certain funds in the Fund
Complex. Formerly, Senior Manager
(1999-2005) for Ernst & Young LLP.
|
NAME, ADDRESS AND AGE OF POSITION(S)HELD LENGTH OF TIME
EXECUTIVE OFFICER WITH TRUST SERVED* PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
-----------------------------------------------------------------------------------------------------------------
Donald P. Swade Assistant Since 2008
Year of birth: 1972 Treasurer Vice President, Fund Administration
(2006-present) of Claymore Advisors, LLC
and Claymore Securities, Inc.; Assistant
Treasurer of certain funds in the Fund
Complex. Formerly, Manager-Mutual Fund
Financial Administration (2003-2006) for
Morgan Stanley/Van Kampen Investments.
Mark E. Mathiasen Assistant Since 2008 Assistant Vice President; Assistant General
Year of birth: 1978 Secretary Counsel of Claymore Securities, Inc. (Jan.
2007-present). Secretary of certain funds in
the Fund Complex. Previously, Law Clerk,
Idaho State Courts (2003-2006).
Matt Patterson Assistant Since 2006 Vice President and Assistant General
Year of birth: 1971 Secretary Counsel of Claymore Securities, Inc.
(2006-present). Secretary of certain funds
in the Fund Complex. Previously, Securities
Counsel, Caterpillar Inc. (2004-2006);
Associate, Skadden, Arps, Slate, Meagher &
Flom LLP (2002-2004).
|
* The business address of each Officer is c/o Claymore Advisors, LLC, 2455
Corporate West Drive, Lisle, Illinois 60532.
** This is the period for which the Officer began serving the Trust. Each
Officer serves an indefinite term, until his successor is elected.
For each Trustee, the dollar range of equity securities beneficially
owned by the Trustee in the Trust and in all registered investment companies
overseen by the Trustee is shown below.
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL
DOLLAR RANGE OF EQUITY REGISTERED INVESTMENT
SECURITIES IN THE COMPANIES OVERSEEN BY
CLAYMORE/S&P GLOBAL DIVIDEND TRUSTEE IN FAMILY OF
OPPORTUNITIES INDEX ETF INVESTMENT COMPANIES
NAME OF TRUSTEE (AS OF MAY 31, 2008) (AS OF MAY 31, 2008)
-------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
Randall C. Barnes None Over $100,000
Ronald A. Nyberg None Over $100,000
Ronald E. Toupin None None
INTERESTED TRUSTEE
Nicholas Dalmaso None None
|
As to each Independent Trustee and his immediate family members, no
person owned beneficially or of record securities in an investment adviser or
principal underwriter of the Fund, or a person (other than a registered
investment company) directly or indirectly controlling, controlled by or under
common control with an investment adviser or principal underwriter of the Fund.
Messrs. Barnes, Nyberg and Toupin, who are not "interested persons" of
the Trust, as defined in the 1940 Act, serve on the Trust's Nominating and
Governance Committee. The Nominating and Governance Committee is responsible for
recommending qualified candidates to the Board in the event that a position is
vacated or created. The Nominating and Governance Committee would consider
recommendations by shareholders if a vacancy were to exist. Such recommendations
should be forwarded to the Secretary of the Trust. The Trust does not have a
standing compensation committee. During the Fund's fiscal year ended May 31,
2008, the Trust's Nominating and Governance Committee met 1 time.
Messrs. Barnes, Nyberg and Toupin, who are not "interested persons" of
the Trust, as defined in the 1940 Act, serve on the Trust's Audit Committee. The
Audit Committee is generally responsible for
reviewing and evaluating issues related to the accounting and financial
reporting policies and internal controls of the Trust and, as appropriate, the
internal controls of certain service providers, overseeing the quality and
objectivity of the Trust's financial statements and the audit thereof and acting
as a liaison between the Board of Trustees and the Trust's independent
registered public accounting firm. During the Fund's fiscal year ended May 31,
2008, the Trust's Audit Committee met 2 times.
Remuneration of Trustees and Officers
The Trust, together with Claymore Exchange-Traded Fund Trust 2, pays
each Independent Trustee a fee of $25,000 per year plus $1,000 per Board or
committee meeting participated in, together with each Trustee's actual
out-of-pocket expenses relating to attendance at such meetings.
Officers who are employed by the Investment Adviser receive no
compensation or expense reimbursements from the Trust.
The table below shows the compensation that was paid to Trustees for
the Fund's fiscal year ended May 31, 2008:
PENSION OR RETIREMENT
AGGREGATE COMPENSATION BENEFITS ACCRUED AS PART OF TOTAL COMPENSATION PAID
NAME OF TRUSTEE FROM TRUST FUND EXPENSES FROM FUND COMPLEX
-------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
Randall C. Barnes $21,500 N/A $281,125
Ronald A. Nyberg $21,500 N/A $388,500
Ronald E. Toupin, Jr. $21,500 N/A $313,750
INTERESTED TRUSTEE
Nicholas Dalmaso N/A N/A N/A
|
The officers and Trustees of the Trust, in the aggregate, own less than
1% of the shares of the Fund.
As of the date hereof, no person owned 5% or more of the outstanding
shares of the Fund.
Investment Adviser. The Investment Adviser manages the investment and
reinvestment of the Fund's assets and administers the affairs of the Fund to the
extent requested by the Board of Trustees.
Portfolio Manager. Chuck Craig, Managing Director, Research and
Development, of Claymore, serves as portfolio manager for the Fund and is
responsible for the day-to-day management of the Fund's portfolio.
Other Accounts Managed by the Portfolio Manager.
As of July 31, 2008, Mr. Craig managed three registered investment
companies (two such registered investment companies consisting of a total of 29
separate series) with a total of $2.17 billion in assets; no pooled investment
vehicles other than registered investment companies; and no other accounts.
Although the Funds in the Trust that are managed by Mr. Craig may have
different investment strategies, each has a portfolio objective of replicating
its underlying index. The Investment Adviser does not believe that management of
the different Funds of the Trust presents a material conflict of interest for
the portfolio manager or the Investment Adviser.
Portfolio Manager Compensation. The portfolio manager's compensation
consists of the following elements:
Base salary: The portfolio manager is paid a fixed base salary by the
Investment Adviser which is set at a level determined to be appropriate based
upon the individual's experience and responsibilities.
Annual bonus: The portfolio manager is eligible for a discretionary
annual bonus. There is no policy regarding, or agreement with, the portfolio
manager to receive bonuses or any other compensation in connection with the
performance of any of the accounts managed by the portfolio manager. The
portfolio manager also participates in benefit plans and programs generally
available to all employees of the Investment Adviser.
Securities Ownership of the Portfolio Managers. Because the Fund is
newly organized, the portfolio manager does not own shares of the Fund.
Investment Advisory Agreement. Pursuant to an Investment Advisory
Agreement between the Investment Adviser and the Trust, the Fund has agreed to
pay an annual management fee equal to a percentage of its average daily net
assets set forth in the chart below.
-------------------------------------------------------------------------- -------------------------------------------
FUND FEE
-------------------------------------------------------------------------- -------------------------------------------
Claymore/S&P Global Dividend Opportunities Index ETF 0.50% of average daily net assets
-------------------------------------------------------------------------- -------------------------------------------
|
The Fund is responsible for all its expenses, including the investment
advisory fees, costs of transfer agency, custody, fund administration, legal,
audit and other services, interest, taxes, brokerage commissions and other
expenses connected with executions of portfolio transactions, any distribution
fees or expenses and extraordinary expenses. The Fund's Investment Adviser has
agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent
the operating expenses of the Fund (excluding interest expenses, all or a
portion of the Fund's licensing fees, offering costs, brokerage commissions,
taxes and extraordinary expenses such as litigation and other expenses not
incurred in the ordinary course of the Fund's business) from exceeding the
percentage of its average net assets set forth in the chart below. The offering
costs excluded from the 0.60% expense cap are: (a) legal fees pertaining to the
Fund's Shares offered for sale; (b) SEC and state registration fees; and (c)
initial fees paid to be listed on an exchange. The Trust and the Investment
Adviser have entered into the Expense Reimbursement Agreement in which the
Investment Adviser has agreed to waive its management fees and/or pay certain
other operating expenses of the Fund in order to maintain the expense ratio of
the Fund at or below the expense cap listed below (the "Expense Cap"). For a
period of five (5) years subsequent to the Fund's commencement of operations,
the Investment Adviser may recover from the Fund fees and expenses waived or
reimbursed during the prior three years if the Fund's expense ratio, including
the recovered expenses, falls below the Expense Cap.
-------------------------------------------------------------------------- -------------------------------------------
FUND EXPENSE CAP
-------------------------------------------------------------------------- -------------------------------------------
Claymore/S&P Global Dividend Opportunities Index ETF 0.60% of average daily net assets
-------------------------------------------------------------------------- -------------------------------------------
|
The aggregate amount of the management fee paid by the Fund to the
Investment Adviser since the commencement of operations of the Fund until the
end of the Fund's fiscal year ended May 31, 2008, and the aggregate amount of
fees waived by the Investment Adviser (net of expenses, reimbursed to the
Investment Adviser under the Expense Reimbursement Agreement) during that period
are set forth in the chart below with respect to the Fund.
---------------------------- ------------------------------ ------------------------------ ---------------------------
FUND MANAGEMENT FEES PAID FOR THE NET MANAGEMENT FEES WAIVED DATE OF FUND'S
FISCAL YEAR ENDED MAY 31, FOR THE FISCAL YEAR ENDED COMMENCEMENT OF OPERATIONS
2008 MAY 31, 2008
---------------------------- ------------------------------ ------------------------------ ---------------------------
Claymore/S&P Global $19,506 $19,506 June 25, 2007
Dividend Opportunities
Index ETF
---------------------------- ------------------------------ ------------------------------ ---------------------------
|
Under the Investment Advisory Agreement, the Investment Adviser will
not be liable for any error of judgment or mistake of law or for any loss
suffered by the Fund in connection with the performance of the Investment
Advisory Agreement, except a loss resulting from willful misfeasance, bad faith
or gross negligence on the part of the Investment Adviser in the performance of
its duties or from reckless disregard of its duties and obligations thereunder.
The Investment Advisory Agreement continues until August 4, 2009, and
thereafter only if approved annually by the Board, including a majority of the
Independent Trustees. The Agreement terminates automatically upon assignment and
is terminable at any time without penalty as to the Fund by the Board, including
a majority of the Independent Trustees, or by vote of the holders of a majority
of that Fund's outstanding voting securities on 60 days written notice to the
Investment Adviser, or by the Investment Adviser on 60 days written notice to
the Fund.
Claymore Advisors is located at 2455 Corporate West Drive, Lisle,
Illinois 60532.
Administrator. Claymore Advisors, LLC also serves as the Trust's
administrator. Pursuant to an administration agreement, Claymore Advisors
provides certain administrative, bookkeeping and accounting services to the
Trust. For the services, the Trust pays Claymore Advisors a fee, accrued daily
and paid monthly, at the annualized rate of the Trust's average daily net assets
as follows:
First $200,000,000 0.0275%
Next $300,000,000 0.0200%
Next $500,000,000 0.0150%
Over $1 billion 0.0100%
|
For the fiscal year ended May 31, 2008, the Trust paid to Claymore a
total of $4,579 in fees pursuant to the administration agreement.
Custodian and Transfer Agent . The Bank of New York Mellon ("BNY"),
located at 101 Barclay Street, New York, New York 10286, also serves as
custodian for the Fund pursuant to a Custodian Agreement. As custodian, BNY
holds the Fund's assets, calculates the net asset value of Shares and calculates
net income and realized capital gains or losses. BNY also serves as transfer
agent of the Fund pursuant to a Transfer Agency Agreement. BNY may be reimbursed
by the Fund for its out-of-pocket expenses.
Pursuant to the Custodian Agreement and the Transfer Agency Agreement,
each between BNY and the Trust, the Trust has agreed to pay an annual fee for
custodial and transfer agency services at the annualized rate of the Trust's
average daily net assets as follows:
First $2 billion 0.0375%
Over $2 billion 0.0275%
For the fiscal year ended May 31, 2008, the Trust paid to BNY a total
of $165,903 in fees pursuant to the Custodian Agreement and Transfer Agency
Agreement.
Distributor. Claymore Securities, Inc. ("Claymore") is the Distributor
of the Fund's Shares. Its principal address is 2455 Corporate West Drive, Lisle,
Illinois 60532. The Distributor has entered into a Distribution Agreement with
the Trust pursuant to which it distributes Fund Shares. Shares are
continuously offered for sale by the Fund through the Distributor only in
Creation Unit Aggregations, as described in the Prospectus and below under the
heading "Creation and Redemption of Creation Units."
12b-1 Plan. The Trust has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the 1940 Act (the "Plan") pursuant to which the
Fund may reimburse the Distributor up to a maximum annual rate of the percentage
of its average daily net assets as set forth in the chart below.
-------------------------------------------------------------------------- -------------------------------------------
FUND FEE
-------------------------------------------------------------------------- -------------------------------------------
Claymore/S&P Global Dividend Opportunities Index ETF 0.25% of average daily net assets
-------------------------------------------------------------------------- -------------------------------------------
|
Under the Plan and as required by Rule 12b-1, the Trustees will receive
and review after the end of each calendar quarter a written report provided by
the Distributor of the amounts expended under the Plan and the purpose for which
such expenditures were made.
The Plan was adopted in order to permit the implementation of the
Fund's method of distribution. However, no such fee is currently charged to the
Fund, and there are no plans in place to impose such a fee. No such fees were
paid by the Fund during its fiscal year ended May 31, 2008.
Aggregations. Fund Shares in less than Creation Unit Aggregations are
not distributed by the Distributor. The Distributor will deliver the Prospectus
and, upon request, this SAI to persons purchasing Creation Unit Aggregations and
will maintain records of both orders placed with it and confirmations of
acceptance furnished by it. The Distributor is a broker-dealer registered under
the Securities Exchange Act of 1934 (the "Exchange Act") and a member of the
Financial Industry Regulatory Authority ("FINRA").
The Distribution Agreement for the Fund provides that it may be
terminated as to the Fund at any time, without the payment of any penalty, on at
least 60 days written notice by the Trust to the Distributor (i) by vote of a
majority of the Independent Trustees or (ii) by vote of a majority of the
outstanding voting securities (as defined in the 1940 Act) of the Fund. The
Distribution Agreement will terminate automatically in the event of its
assignment (as defined in the 1940 Act).
The Distributor may also enter into agreements with securities dealers
("Soliciting Dealers") who will solicit purchases of Creation Unit Aggregations
of Fund Shares. Such Soliciting Dealers may also be Participating Parties (as
defined in "Procedures for Creation of Creation Unit Aggregations" below) and
DTC Participants (as defined in "DTC Acts as Securities Depository" below).
Index Providers. Set forth below is a list of the Fund and the
Underlying Index upon which it is based.
------------------------------------------------------------ ---------------------------------------------------------
FUND UNDERLYING INDEX
------------------------------------------------------------ ---------------------------------------------------------
Claymore/S&P Global Dividend Opportunities Index ETF S&P Global Dividend Opportunities Index
------------------------------------------------------------ ---------------------------------------------------------
|
Standard & Poor's and its affiliates ("S&P"), the Fund's index provider
is not affiliated with the Claymore/S&P Global Dividend Opportunities Index ETF
or with the Investment Adviser. The Fund is entitled to use its respective
Underlying Index pursuant to a sub-licensing arrangement with the Investment
Adviser, which in turn has a licensing agreement with S&P. The Fund reimburses
the Investment Adviser for the licensing fee payable to S&P.
The only relationship that S&P has with the Investment Adviser or
Distributor of the Fund in connection with the Fund is that each has licensed
certain of its intellectual property, including the determination of the
component stocks of the Underlying Index and the name of the Underlying Index.
The Underlying Index is selected and calculated without regard to the Investment
Adviser, Distributor or owners of the Fund. S&P has no obligation to take the
specific needs of the Investment Adviser, Distributor or owners of the Fund into
consideration in the determination and calculation of the Underlying Index. S&P
is not responsible for and has not participated in the determination of pricing
or the timing of the issuance or sale of the Shares of the Fund or in the
determination or calculation of the net asset value of the Fund. S&P has no
obligation or liability in connection with the administration, marketing or
trading of the Fund.
S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS
RELATED TO THE FUND OR UNDERLYING INDEX. S&P MAKES NO WARRANTY, EXPRESS OR
IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE INVESTMENT ADVISER, DISTRIBUTOR OR
OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR
IMPLIED, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OR USE, WITH RESPECT TO THE FUND OR TO UNDERLYING INDEX
OR TO ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) IN CONNECTION WITH THE FUND OR
THE UNDERLYING INDEX, EVEN IF S&P IS NOTIFIED OF THE POSSIBILITY OF SUCH
DAMAGES.
BROKERAGE TRANSACTIONS
The policy of the Trust regarding purchases and sales of securities is
that primary consideration will be given to obtaining the most favorable prices
and efficient executions of transactions. Consistent with this policy, when
securities transactions are effected on a stock exchange, the Trust's policy is
to pay commissions that are considered fair and reasonable without necessarily
determining that the lowest possible commissions are paid in all circumstances.
In seeking to determine the reasonableness of brokerage commissions paid in any
transaction, the Investment Adviser relies upon its experience and knowledge
regarding commissions generally charged by various brokers. The sale of Fund
Shares by a broker-dealer is not a factor in the selection of broker-dealers.
In seeking to implement the Trust's policies, the Investment Adviser
effects transactions with those brokers and dealers that the Investment Adviser
believes provide the most favorable prices and are capable of providing
efficient executions. The Investment Adviser and its affiliates do not currently
participate in soft dollar transactions.
The Investment Adviser assumes general supervision over placing orders
on behalf of the Fund for the purchase or sale of portfolio securities. If
purchases or sales of portfolio securities by the Fund and one or more other
investment companies or clients supervised by the Investment Adviser are
considered at or about the same time, transactions in such securities may be
allocated among the Fund, the several investment companies and clients in a
manner deemed equitable to all by the Investment Adviser. In some cases, this
procedure could have a detrimental effect on the price or volume of the security
as far as the Fund is concerned. However, in other cases, it is possible that
the ability to participate in volume transactions and to negotiate lower
brokerage commissions will be beneficial to the Fund. The primary consideration
is prompt execution of orders at the most favorable net price.
The aggregate brokerage commissions paid by the Fund since June 25,
2007 (the commencement of operations of the Fund) until the end of the Fund's
fiscal year ended May 31, 2008 (as the Fund was in operation for less than a
full fiscal year) is $2,197.
ADDITIONAL INFORMATION CONCERNING THE TRUST
The Trust is an open-end management investment company registered under
the 1940 Act. The Trust was organized as a Delaware statutory trust on May 24,
2006.
The Trust is authorized to issue an unlimited number of shares in one
or more series or "funds." The Trust currently is comprised of 20 funds. The
Board of Trustees of the Trust has the right to establish additional series in
the future, to determine the preferences, voting powers, rights and privileges
thereof and to modify such preferences, voting powers, rights and privileges
without shareholder approval.
Each Share issued by the Fund has a pro rata interest in the assets of
the Fund. Fund Shares have no preemptive, exchange, subscription or conversion
rights and are freely transferable. Each Share is entitled to participate
equally in dividends and distributions declared by the Board with respect to the
Fund, and in the net distributable assets of the Fund on liquidation.
Each Share has one vote with respect to matters upon which a
shareholder vote is required consistent with the requirements of the 1940 Act
and the rules promulgated thereunder. Shares of all funds, including the Fund,
of the Trust vote together as a single class except as otherwise required by the
1940 Act, or if the matter being voted on affects only a particular fund, and,
if a matter affects a particular fund differently from other funds, the shares
of that fund will vote separately on such matter.
The Declaration of Trust may, except in limited circumstances, be
amended or supplemented by the Trustees without shareholder vote. The holders of
Fund shares are required to disclose information on direct or indirect ownership
of Fund shares as may be required to comply with various laws applicable to the
Fund, and ownership of Fund shares may be disclosed by the Fund if so required
by law or regulation.
The Trust is not required and does not intend to hold annual meetings
of shareholders. Shareholders owning more than 51% of the outstanding shares of
the Trust have the right to call a special meeting to remove one or more
Trustees or for any other purpose.
The Trust does not have information concerning the beneficial ownership
of Shares held by DTC Participants (as defined below).
Shareholders may make inquiries by writing to the Trust, c/o the
Distributor, 2455 Corporate West Drive, Lisle, Illinois 60532.
As of August 29, 2008, the following persons owned 5% or more of the
Fund's securities.
(LVL)
--------------------------------------------------------------------------------
Name Address % Owned
--------------------------------------------------------------------------------
Timber Hill LLC 209 S. LaSalle Street, 36.89%
Chicago, IL 60604
--------------------------------------------------------------------------------
Citigroup Inc. 39 Park Ave, New York, 13.26%
NY 10043
--------------------------------------------------------------------------------
UBS Financial Services, Inc. 1285 Avenue of the Americas, 8.29%
New York, NY 10019
--------------------------------------------------------------------------------
National Financial Services LLC 200 Liberty Street, 6.05%
New York, NY 10281
--------------------------------------------------------------------------------
|
Control Persons. No single person beneficially owns 25% or more of the
Fund's voting securities.
Book Entry Only System. The following information supplements and
should be read in conjunction with the section in the Prospectus entitled "Book
Entry."
DTC Acts as Securities Depository for Fund Shares. Shares of the Fund
are represented by securities registered in the name of DTC or its nominee and
deposited with, or on behalf of, DTC.
DTC, a limited-purpose trust company, was created to hold securities of
its participants (the "DTC Participants") and to facilitate the clearance and
settlement of securities transactions among the DTC Participants in such
securities through electronic book-entry changes in accounts of the DTC
Participants, thereby eliminating the need for physical movement of securities
certificates. DTC Participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations, some of
whom (and/or their representatives) own DTC. More specifically, DTC is owned by
a number of its DTC Participants and by the New York Stock Exchange ("NYSE"),
the AMEX and FINRA. Access to the DTC system is also available to others such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a DTC Participant, either directly or indirectly
(the "Indirect Participants").
Beneficial ownership of Shares is limited to DTC Participants, Indirect
Participants and persons holding interests through DTC Participants and Indirect
Participants. Ownership of beneficial interests in Shares (owners of such
beneficial interests are referred to herein as "Beneficial Owners") is shown on,
and the transfer of ownership is effected only through, records maintained by
DTC (with respect to DTC Participants) and on the records of DTC Participants
(with respect to Indirect Participants and Beneficial Owners that are not DTC
Participants). Beneficial Owners will receive from or through the DTC
Participant a written confirmation relating to their purchase and sale of
Shares.
Conveyance of all notices, statements and other communications to
Beneficial Owners is effected as follows. Pursuant to the Depositary Agreement
between the Trust and DTC, DTC is required to make available to the Trust upon
request and for a fee to be charged to the Trust a listing of the Shares of the
Fund held by each DTC Participant. The Trust shall inquire of each such DTC
Participant as to the number of Beneficial Owners holding Shares, directly or
indirectly, through such DTC Participant. The Trust shall provide each such DTC
Participant with copies of such notice, statement or other communication, in
such form, number and at such place as such DTC Participant may reasonably
request, in order that such notice, statement or communication may be
transmitted by such DTC Participant, directly or indirectly, to such Beneficial
Owners. In addition, the Trust shall pay to each such DTC Participant a fair and
reasonable amount as reimbursement for the expenses attendant to such
transmittal, all subject to applicable statutory and regulatory requirements.
Fund distributions shall be made to DTC or its nominee, Cede & Co., as
the registered holder of all Fund Shares. DTC or its nominee, upon receipt of
any such distributions, shall immediately credit DTC Participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
Shares of the Fund as shown on the records of DTC or its nominee. Payments by
DTC Participants to Indirect Participants and Beneficial Owners of Shares held
through such DTC Participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in a "street name," and will be the
responsibility of such DTC Participants.
The Trust has no responsibility or liability for any aspect of the
records relating to or notices to Beneficial Owners, or payments made on account
of beneficial ownership interests in such Shares, or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests, or for any other aspect of the relationship between DTC and the DTC
Participants or the relationship between such DTC Participants and the Indirect
Participants and Beneficial Owners owning through such DTC Participants.
DTC may decide to discontinue providing its service with respect to
Shares at any time by giving reasonable notice to the Trust and discharging its
responsibilities with respect thereto under applicable law. Under such
circumstances, the Trust shall take action to find a replacement for DTC to
perform its functions at a comparable cost.
Proxy Voting. The Board of Trustees of the Trust has delegated
responsibility for decisions regarding proxy voting for securities held by the
Fund to the Investment Adviser. The Investment Adviser engages a third-party
proxy service, such as Institutional Shareholder Services or a similar service,
to vote all proxies on behalf of the Fund. The Investment Adviser periodically
reviews the proxy voting results to ensure that proxies are voted in accordance
with the service's guidelines and that proxies are voted in a timely fashion. To
avoid any conflicts of interest, the Investment Adviser does not have authority
to override the recommendations of the third party service provider, except upon
the written authorization of the client directing the Investment Adviser to vote
in a specific manner. All overrides shall be approved by the Chief Compliance
Officer.
To the extent that the third party service provider seeks the
Investment Adviser's direction on how to vote on any particular matter, the
Chief Compliance Officer and Chief Financial Officer shall determine whether any
potential conflict of interest is present. If a potential conflict of interest
is present, the Investment Adviser shall seek instructions from clients on how
to vote that particular item.
The Trust is required to disclose annually the Fund's complete proxy
voting record on Form N-PX covering the period July 1 through June 30 and file
it with the SEC no later than August 31. Form N-PX for the Fund also will be
available at no charge upon request by calling 1-888-949-3837 or by writing to
Claymore Exchange-Traded Fund Trust at 2455 Corporate West Drive, Lisle, IL
60532. The Fund's Form N-PX will also be available on the SEC's website at
www.sec.gov.
Quarterly Portfolio Schedule. The Trust is required to disclose, after
its first and third fiscal quarters, the complete schedule of the Fund's
portfolio holdings with the SEC on Form N-Q. The Trust discloses a complete
schedule of the Fund's portfolio holdings with the SEC on Form N-CSR after its
second and fourth quarters. Form N-Q and Form N-CSR for the Fund are available
on the SEC's website at http://www.sec.gov. The Fund's Form N-Q and Form N-CSR
may also be reviewed and copied at the SEC's Public Reference Room in
Washington, D.C. and information on the operation of the Public Reference Room
may be obtained by calling 1-202-551-5850. The Fund's Form N-Q and Form N-CSR
are available without charge, upon request, by calling 1-888-949-3837 or by
writing to Claymore Exchange-Traded Fund Trust at 2455 Corporate West Drive,
Lisle, IL 60532.
Portfolio Holdings Policy. The Trust has adopted a policy regarding the
disclosure of information about the Trust's portfolio holdings. The Fund and
their service providers may not receive compensation or any other consideration
(which includes any agreement to maintain assets in the Fund or in other
investment companies or accounts managed by the Investment Adviser or any
affiliated person of the Investment Adviser) in connection with the disclosure
of portfolio holdings information of the Fund. The Trust's policy is implemented
and overseen by the Chief Compliance Officer of the Fund, subject to the
oversight of the Board of Trustees. Periodic reports regarding these procedures
will be provided to the Board of Trustees of the Trust. The Board of Trustees of
the Trust must approve all material amendments to this policy. The Fund's
complete portfolio holdings are publicly disseminated each day the Fund is open
for business through financial reporting and news services, including publicly
accessible Internet web sites. In addition, a basket composition file, which
includes the security names and share quantities to deliver in exchange for Fund
shares, together with estimates and actual cash components, is publicly
disseminated daily prior to the opening of the AMEX via the National Securities
Clearing Corporation (NSCC). The basket represents one Creation Unit of the
Fund. The Trust, the Investment Adviser and Claymore will not disseminate
non-public information concerning the Trust.
Codes of Ethics. Pursuant to Rule 17j-1 under the 1940 Act, the Board
of Trustees has adopted a Code of Ethics for the Trust and approved Codes of
Ethics adopted by the Investment Adviser and the Distributor (collectively the
"Codes"). The Codes are intended to ensure that the interests of shareholders
and other clients are placed ahead of any personal interest, that no undue
personal benefit is obtained from the person's employment activities and that
actual and potential conflicts of interest are avoided.
The Codes apply to the personal investing activities of Trustees and
officers of the Trust, the Investment Adviser and the Distributor ("Access
Persons"). Rule 17j-1 and the Codes are designed to prevent unlawful practices
in connection with the purchase or sale of securities by Access Persons. Under
the Codes, Access Persons are permitted to engage in personal securities
transactions, but are required to report their personal securities transactions
for monitoring purposes. The Codes permit personnel subject to the Codes to
invest in securities subject to certain limitations, including securities that
may be purchased or held by the Fund. In addition, certain Access Persons are
required to obtain approval before investing in initial public offerings or
private placements. The Codes are on file with the SEC, and are available to the
public.
CREATION AND REDEMPTION OF CREATION UNIT AGGREGATIONS
Creation. The Trust issues and sells Shares of the Fund only in
Creation Unit Aggregations on a continuous basis through the Distributor,
without a sales load, at their NAVs next determined after receipt, on any
Business Day (as defined below), of an order in proper form.
A "Business Day" is any day on which the NYSE is open for business. As
of the date of this SAI, the NYSE observes the following holidays: New Year's
Day, Martin Luther King, Jr. Day, Washington's Birthday, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
Deposit of Securities and Deposit or Delivery of Cash. The
consideration for purchase of Creation Unit Aggregations of the Fund generally
consists of the in-kind deposit of a designated portfolio of equity securities
-- the "Deposit Securities" -- per each Creation Unit Aggregation constituting a
substantial replication of the stocks included in the Underlying Index ("Fund
Securities") and an amount of cash -- the "Cash Component" -- computed as
described below. Together, the Deposit Securities and the Cash Component
constitute the "Fund Deposit," which represents the minimum initial and
subsequent investment amount for a Creation Unit Aggregation of the Fund.
The Cash Component is sometimes also referred to as the Balancing
Amount. The Cash Component serves the function of compensating for any
differences between the NAV per Creation Unit Aggregation and the Deposit Amount
(as defined below). The Cash Component is an amount equal to the difference
between the NAV of the Fund Shares (per Creation Unit Aggregation) and the
"Deposit Amount" -- an amount equal to the market value of the Deposit
Securities. If the Cash Component is a positive number (i.e., the NAV per
Creation Unit Aggregation exceeds the Deposit Amount), the creator will deliver
the Cash Component. If the Cash Component is a negative number (i.e., the NAV
per Creation Unit Aggregation is less than the Deposit Amount), the creator will
receive the Cash Component.
The Custodian, through the National Securities Clearing Corporation
("NSCC") (discussed below), makes available on each Business Day, prior to the
opening of business on the AMEX (currently 9:30 a.m., Eastern time), the list of
the names and the required number of shares of each Deposit Security to be
included in the current Fund Deposit (based on information at the end of the
previous Business Day) for the Fund.
Such Fund Deposit is applicable, subject to any adjustments as
described below, in order to effect creations of Creation Unit Aggregations of
the Fund until such time as the next-announced composition of the Deposit
Securities is made available.
The identity and number of shares of the Deposit Securities required
for a Fund Deposit for the Fund changes as rebalancing adjustments and corporate
action events are reflected within the Fund from time to time by the Investment
Adviser with a view to the investment objective of the Fund. The composition of
the Deposit Securities may also change in response to adjustments to the
weighting or composition of the Component Stocks of the Underlying Index. In
addition, the Trust reserves the right to permit or require the substitution of
an amount of cash -- i.e., a "cash in lieu" amount -- to be added to the Cash
Component to replace any Deposit Security that may not be available in
sufficient quantity for delivery or that may not be eligible for transfer
through the systems of DTC, or which might not be eligible for trading by an
Authorized Participant (as defined below) or the investor for which it is acting
or other relevant reason. Brokerage commissions incurred in connection with the
acquisition of Deposit Securities not eligible for transfer through the systems
of DTC will be at the expense of the Fund and will affect the value of all
Shares; but the Investment Adviser, subject to the approval of the Board of
Trustees, may adjust the transaction fee within the parameters described above
to protect ongoing shareholders. The adjustments described above will reflect
changes known to the Investment Adviser on the date of announcement to be in
effect by the time of delivery of the Fund Deposit, in the composition of the
Underlying Index or resulting from certain corporate actions.
In addition to the list of names and numbers of securities constituting
the current Deposit Securities of a Fund Deposit, the Custodian, through the
NSCC, also makes available on each Business Day, the estimated Cash Component,
effective through and including the previous Business Day, per outstanding
Creation Unit Aggregation of the Fund.
Procedures for Creation of Creation Unit Aggregations. To be eligible
to place orders with the Distributor and to create a Creation Unit Aggregation
of the Fund, an entity must be a DTC Participant (see the Book Entry Only System
section), and, in each case, must have executed an agreement with the
Distributor, with respect to creations and redemptions of Creation Unit
Aggregations ("Participant Agreement") (discussed below). A DTC Participant is
also referred to as an "Authorized Participant." Investors should contact the
Distributor for the names of Authorized Participants that have signed a
Participant Agreement. All Fund Shares, however created, will be entered on the
records of DTC in the name of Cede & Co. for the account of a DTC Participant.
All orders to create Creation Unit Aggregations, (through an Authorized
Participant), must be received by the Distributor no later than the closing time
of the regular trading session on the AMEX ("Closing Time") (ordinarily 4:00
p.m., Eastern time) in each case on the date such order is placed in order for
creation of Creation Unit Aggregations to be effected based on the NAV of Shares
of the Fund as next determined on such date after receipt of the order in proper
form. In the case of custom orders, the order must be received by the
Distributor no later than 3:00 p.m. Eastern time on the trade date. A custom
order may be placed by an Authorized Participant in the event that the Trust
permits or requires the substitution of an amount of cash to be added to the
Cash Component to replace any Deposit Security which may not be available in
sufficient quantity for delivery or which may not be eligible for trading by
such Authorized Participant or the investor for which it is acting or other
relevant reason. The date on which an order to create Creation Unit Aggregations
(or an order to redeem Creation Unit Aggregations, as discussed below) is placed
is referred to as the "Transmittal Date." Orders must be transmitted by an
Authorized Participant by telephone or other transmission method acceptable to
the Distributor pursuant to procedures set forth in the Participant Agreement,
as described below (see the "Placement of Creation Orders" section). Severe
economic or market disruptions or changes, or telephone or other communication
failure may impede the ability to reach the Distributor or an Authorized
Participant.
All orders from investors who are not Authorized Participants to create
Creation Unit Aggregations shall be placed with an Authorized Participant, as
applicable, in the form required by such Authorized Participant. In addition,
the Authorized Participant may request the investor to make certain
representations or enter into agreements with respect to the order, e.g., to
provide for payments of cash, when required. Investors should be aware that
their particular broker may not have executed a Participant Agreement and that,
therefore, orders to create Creation Unit Aggregations of the Fund have to be
placed by the investor's broker through an Authorized Participant that has
executed a Participant Agreement. In such cases there may be additional charges
to such investor. At any given time, there may be only a limited number of
broker-dealers that have executed a Participant Agreement. Those placing orders
for Creation Unit Aggregations should afford sufficient time to permit proper
submission of the order to the Distributor prior to the Closing Time on the
Transmittal Date.
Orders for Creation Unit Aggregations . Those placing orders should
ascertain the deadlines applicable to DTC and the Federal Reserve Bank wire
system by contacting the operations department of the broker or depository
institution effectuating such transfer of Deposit Securities and Cash Component.
Placement of Creation Orders . For the Fund, the Custodian shall cause
the sub-custodian of the Fund to maintain an account into which the Authorized
Participant shall deliver, on behalf of itself or the party on whose behalf it
is acting, the securities included in the designated Fund Deposit (or the cash
value of all or part of such of such securities, in the case of a permitted or
required cash purchase or "cash in lieu" amount), with any appropriate
adjustments as advised by the Trust. Deposit Securities must be delivered to an
account maintained at the applicable local sub-custodian(s). Orders to purchase
Creation Unit Aggregations must be received by the Distributor from an
Authorized Participant on its own or another investor's behalf by the closing
time of the regular trading session on the AMEX on the relevant Business Day.
However, when a relevant local market is closed due to local market holidays,
the local market settlement process will not commence until the end of the local
holiday period. Settlement must occur by 2:00 p.m., Eastern time, on the
contractual settlement date.
The Authorized Participant must also make available no later than 2:00
p.m., Eastern time, on the contractual settlement date, by means satisfactory to
the Trust, immediately-available or same-day funds estimated by the Trust to be
sufficient to pay the Cash Component next determined after acceptance of the
purchase order, together with the applicable purchase transaction fee. Any
excess funds will be returned following settlement of the issue of the Creation
Unit Aggregation.
To the extent contemplated by the applicable Participant Agreement,
Creation Unit Aggregations of the Fund will be issued to such Authorized
Participant notwithstanding the fact that the corresponding Fund Deposits have
not been received in part or in whole, in reliance on the undertaking of the
Authorized Participant to deliver the missing Deposit Securities as soon as
possible, which undertaking shall be secured by such Authorized Participant's
delivery and maintenance of collateral consisting of cash in the form of U.S.
dollars in immediately available funds having a value (marked to market daily)
at least equal to 115%, which the Investment Adviser may change from time to
time of the value of the missing Deposit Securities. Such cash collateral must
be delivered no later than 2:00 p.m., Eastern time, on the contractual
settlement date. The Participant Agreement will permit the Fund to buy the
missing Deposit Securities at any time and will subject the Authorized
Participant to liability for any shortfall between the cost to the Trust of
purchasing such securities and the value of the collateral.
Creation Unit Aggregations may be created in advance of receipt by the
Trust of all or a portion of the applicable Deposit Securities as described
below. In these circumstances, the initial deposit will have a value greater
than the NAV of the Fund Shares on the date the order is placed in proper form
since, in addition to available Deposit Securities, cash must be deposited in an
amount equal to the sum of (i) the Cash Component, plus (ii) 115% of the market
value of the undelivered Deposit Securities (the "Additional Cash Deposit"). The
order shall be deemed to be received on the Business Day on which the
order is placed provided that the order is placed in proper form prior to 4:00
p.m., Eastern time, on such date, and federal funds in the appropriate amount
are deposited with the Custodian by 11:00 a.m., Eastern time, the following
Business Day. If the order is not placed in proper form by 4:00 p.m. or federal
funds in the appropriate amount are not received by 11:00 a.m. the next Business
Day, then the order may be deemed to be canceled and the Authorized Participant
shall be liable to the Fund for losses, if any, resulting therefrom. An
additional amount of cash shall be required to be deposited with the Trust,
pending delivery of the missing Deposit Securities to the extent necessary to
maintain the Additional Cash Deposit with the Trust in an amount at least equal
to 115% of the daily marked to market value of the missing Deposit Securities.
To the extent that missing Deposit Securities are not received by 1:00 p.m.,
Eastern time, on the third Business Day following the day on which the purchase
order is deemed received by the Distributor or in the event a marked-to-market
payment is not made within one Business Day following notification by the
Distributor that such a payment is required, the Trust may use the cash on
deposit to purchase the missing Deposit Securities. Authorized Participants will
be liable to the Trust and the Fund for the costs incurred by the Trust in
connection with any such purchases. These costs will be deemed to include the
amount by which the actual purchase price of the Deposit Securities exceeds the
market value of such Deposit Securities on the day the purchase order was deemed
received by the Distributor plus the brokerage and related transaction costs
associated with such purchases. The Trust will return any unused portion of the
Additional Cash Deposit once all of the missing Deposit Securities have been
properly received by the Custodian or purchased by the Trust and deposited into
the Trust. In addition, a transaction fee, as listed below, will be charged in
all cases. The delivery of Creation Unit Aggregations so created will occur no
later than the third Business Day following the day on which the purchase order
is deemed received by the Distributor.
Acceptance of Orders for Creation Unit Aggregations. The Trust reserves
the absolute right to reject a creation order transmitted to it by the
Distributor in respect of the Fund if: (i) the order is not in proper form; (ii)
the investor(s), upon obtaining the Fund Shares ordered, would own 80% or more
of the currently outstanding shares of any Fund; (iii) the Deposit Securities
delivered are not as disseminated for that date by the Custodian, as described
above; (iv) acceptance of the Deposit Securities would have certain adverse tax
consequences to the Fund; (v) acceptance of the Fund Deposit would, in the
opinion of counsel, be unlawful; (vi) acceptance of the Fund Deposit would
otherwise, in the discretion of the Trust or the Investment Adviser, have an
adverse effect on the Trust or the rights of beneficial owners; or (vii) in the
event that circumstances outside the control of the Trust, the Custodian, the
Distributor and the Investment Adviser make it for all practical purposes
impossible to process creation orders. Examples of such circumstances include
acts of God; public service or utility problems such as fires, floods, extreme
weather conditions and power outages resulting in telephone, telecopy and
computer failures; market conditions or activities causing trading halts;
systems failures involving computer or other information systems affecting the
Trust, the Investment Adviser, the Distributor, the Custodian or sub-custodian
or any other participant in the creation process, and similar extraordinary
events. The Distributor shall notify a prospective creator of a Creation Unit
and/or the Authorized Participant acting on behalf of such prospective creator
of its rejection of the order of such person. The Trust, the Custodian, any
sub-custodian and the Distributor are under no duty, however, to give
notification of any defects or irregularities in the delivery of Fund Deposits
nor shall any of them incur any liability for the failure to give any such
notification.
All questions as to the number of shares of each security in the
Deposit Securities and the validity, form, eligibility, and acceptance for
deposit of any securities to be delivered shall be determined by the Trust, and
the Trust's determination shall be final and binding.
Creation Transaction Fee. Investors will be required to pay a fixed
creation transaction fee, described below, payable to Claymore regardless of the
number of creations made each day. An additional charge of up to four times the
fixed transaction fee (expressed as a percentage of the value of
the Deposit Securities) may be imposed for cash creations (to offset the Trust's
brokerage and other transaction costs associated with using cash to purchase the
requisite Deposit Securities). Investors are responsible for the costs of
transferring the securities constituting the Deposit Securities to the account
of the Trust.
The Standard Creation/Redemption Transaction Fee for the Fund is
$3,000. The Maximum Creation/Redemption Transaction Fee for the Fund is
$12,000.
Redemption of Fund Shares in Creation Units Aggregations. Fund Shares
may be redeemed only in Creation Unit Aggregations at their NAV next determined
after receipt of a redemption request in proper form by the Fund through the
Transfer Agent and only on a Business Day. A Fund will not redeem Shares in
amounts less than Creation Unit Aggregations. Beneficial owners must accumulate
enough Shares in the secondary market to constitute a Creation Unit Aggregation
in order to have such Shares redeemed by the Trust. There can be no assurance,
however, that there will be sufficient liquidity in the public trading market at
any time to permit assembly of a Creation Unit Aggregation. Investors should
expect to incur brokerage and other costs in connection with assembling a
sufficient number of Fund Shares to constitute a redeemable Creation Unit
Aggregation.
With respect to the Fund, the Custodian, through the NSCC, makes
available prior to the opening of business on the AMEX (currently 9:30 a.m.,
Eastern time) on each Business Day, the identity of the Fund Securities that
will be applicable (subject to possible amendment or correction) to redemption
requests received in proper form (as described below) on that day. Fund
Securities received on redemption may not be identical to Deposit Securities
that are applicable to creations of Creation Unit Aggregations.
Unless cash redemptions are available or specified for the Fund, the
redemption proceeds for a Creation Unit Aggregation generally consist of Fund
Securities -- as announced on the Business Day of the request for redemption
received in proper form -- plus or minus cash in an amount equal to the
difference between the NAV of the Fund Shares being redeemed, as next determined
after a receipt of a request in proper form, and the value of the Fund
Securities (the "Cash Redemption Amount"), less a redemption transaction fee as
listed below. In the event that the Fund Securities have a value greater than
the NAV of the Fund Shares, a compensating cash payment equal to the difference
is required to be made by or through an Authorized Participant by the redeeming
shareholder.
The right of redemption may be suspended or the date of payment
postponed (i) for any period during which the NYSE is closed (other than
customary weekend and holiday closings); (ii) for any period during which
trading on the NYSE is suspended or restricted; (iii) for any period during
which an emergency exists as a result of which disposal of the Shares of the
Fund or determination of the Fund's NAV is not reasonably practicable; or (iv)
in such other circumstances as is permitted by the SEC.
Redemption Transaction Fee. A redemption transaction fee is imposed to
offset transfer and other transaction costs that may be incurred by the Fund. An
additional variable charge for cash redemptions (when cash redemptions are
available or specified) for the Fund may be imposed. Investors will also bear
the costs of transferring the Fund Securities from the Trust to their account or
on their order. Investors who use the services of a broker or other such
intermediary in addition to an Authorized Participant to effect a redemption of
a Creation Unit Aggregation may be charged an additional fee of up to four times
the fixed transaction fee for such services. The redemption transaction fees for
the Fund are the same as the creation fees set forth above.
Placement of Redemption Orders. Orders to redeem Creation Unit
Aggregations must be delivered through an Authorized Participant that has
executed a Participant Agreement. Investors other than Authorized Participants
are responsible for making arrangements for a redemption request to be
made through an Authorized Participant. An order to redeem Creation Unit
Aggregations is deemed received by the Trust on the Transmittal Date if: (i)
such order is received by the Custodian not later than the Closing Time on the
Transmittal Date; (ii) such order is accompanied or followed by the requisite
number of shares of the Fund specified in such order, which delivery must be
made through DTC to the Custodian no later than 10:00 a.m., Eastern time, on the
next Business Day following the Transmittal Date; and (iii) all other procedures
set forth in the Participant Agreement are properly followed. Deliveries of Fund
Securities to redeeming investors generally will be made within three Business
Days. Due to the schedule of holidays in certain countries, however, the
delivery of in-kind redemption proceeds may take longer than three Business days
after the day on which the redemption request is received in proper form. In
such cases, the local market settlement procedures will not commence until the
end of the local holiday periods. See below for a list of the local holidays in
the foreign countries relevant to the Fund.
In connection with taking delivery of shares of Fund Securities upon
redemption of shares of the Fund, a redeeming Beneficial Owner, or Authorized
Participant action on behalf of such Beneficial Owner must maintain appropriate
security arrangements with a qualified broker-dealer, bank or other custody
provider in each jurisdiction in which any of the Fund Securities are
customarily traded, to which account such Fund Securities will be delivered.
To the extent contemplated by an Authorized Participant's agreement, in
the event the Authorized Participant has submitted a redemption request in
proper form but is unable to transfer all or part of the Creation Unit
Aggregation to be redeemed to the Fund's Transfer Agent, the Distributor will
nonetheless accept the redemption request in reliance on the undertaking by the
Authorized Participant to deliver the missing shares as soon as possible. Such
undertaking shall be secured by the Authorized Participant to deliver the
missing shares as soon as possible. Such understanding shall be secured by the
Authorized Participant's delivery and maintenance of collateral consisting of
cash having a value (marked to market daily) at least equal to 115%, which the
Investment Adviser may change from time to time, of the value of the missing
shares.
The current procedures for collateralization of missing shares require,
among other things, that any cash collateral shall be in the form of U.S.
dollars in immediately-available funds and shall be held by Investors Bank and
marked to market daily, and that the fees of the Custodian and any
sub-custodians in respect of the delivery, maintenance and redelivery of the
cash collateral shall be payable by the Authorized Participant. The Authorized
Participant's agreement will permit the Trust, on behalf of the affected Fund,
to purchase the missing shares or acquire the Deposit Securities and the Cash
Component underlying such shares at any time and will subject the Authorized
Participant to liability for any shortfall between the cost to the Trust of
purchasing such shares, Deposit Securities or Cash Component and the value of
the collateral.
The calculation of the value of the Fund Securities and the Cash
Redemption Amount to be delivered upon redemption will be made by the Custodian
according to the procedures set forth under Determination of NAV computed on the
Business Day on which a redemption order is deemed received by the Trust.
Therefore, if a redemption order in proper form is submitted to the Custodian by
a DTC Participant not later than Closing Time on the Transmittal Date, and the
requisite number of shares of the relevant Fund are delivered to the Custodian
prior to the DTC Cut-Off-Time, then the value of the Fund Securities and the
Cash Redemption Amount to be delivered will be determined by the Custodian on
such Transmittal Date. If, however, a redemption order is submitted to the
Custodian by a DTC Participant not later than the Closing Time on the
Transmittal Date but either (i) the requisite number of shares of the relevant
Fund are not delivered by the DTC Cut-Off-Time, as described above, on such
Transmittal Date, or (ii) the redemption order is not submitted in proper form,
then the redemption order will not be deemed received as of the Transmittal
Date. In such case, the value of the Fund Securities and the Cash Redemption
Amount to be delivered will be computed on the Business Day that such order is
deemed
received by the Trust, i.e., the Business Day on which the shares of the
relevant Fund are delivered through DTC to the Custodian by the DTC Cut-Off-Time
on such Business Day pursuant to a properly submitted redemption order.
If it is not possible to effect deliveries of the Fund Securities, the
Trust may in its discretion exercise its option to redeem such shares in cash,
and the redeeming Beneficial Owner will be required to receive its redemption
proceeds in cash. In addition, an investor may request a redemption in cash that
the Fund may, in its sole discretion, permit. In either case, the investor will
receive a cash payment equal to the NAV of its shares based on the NAV of shares
of the relevant Fund next determined after the redemption request is received in
proper form (minus a redemption transaction fee and additional charge for
requested cash redemptions specified above, to offset the Trust's brokerage and
other transaction costs associated with the disposition of Fund Securities). A
Fund may also, in its sole discretion, upon request of a shareholder, provide
such redeemer a portfolio of securities that differs from the exact composition
of the Fund Securities but does not differ in NAV.
Redemptions of shares for Fund Securities will be subject to compliance
with applicable federal and state securities laws and the Fund (whether or not
it otherwise permits cash redemptions) reserves the right to redeem Creation
Unit Aggregations for cash to the extent that the Trust could not lawfully
deliver specific Fund Securities upon redemptions or could not do so without
first registering the Fund Securities under such laws. An Authorized Participant
or an investor for which it is acting subject to a legal restriction with
respect to a particular stock included in the Fund Securities applicable to the
redemption of a Creation Unit Aggregation may be paid an equivalent amount of
cash. The Authorized Participant may request the redeeming Beneficial Owner of
the shares to complete an order form or to enter into agreements with respect to
such matters as compensating cash payment.
Because the Portfolio Securities of the Fund may trade on the relevant
exchange(s) on days that the AMEX is closed or are otherwise not Business Days
for the Fund, shareholders may not be able to redeem their shares of the Fund,
or to purchase and sell shares of the Fund on the AMEX, on days when the NAV of
the Fund could be significantly affected by events in the relevant foreign
markets.
Regular Holidays. The Fund generally intends to effect deliveries of
Creation Units and Portfolio Securities on a basis of "T" plus three Business
Days (i.e., days on which the national securities exchange is open). The Fund
may effect deliveries of Creation Units and Portfolio Securities on a basis
other than T plus three or T plus two in order to accommodate local holiday
schedules, to account for different treatment among foreign and U.S. markets of
dividend record dates and ex-dividend dates, or under certain other
circumstances. The ability of the Trust to effect in-kind creations and
redemptions within three Business Days of receipt of an order in good form is
subject, among other things, to the condition that, within the time period from
the date of the order to the date of delivery of the securities, there are no
days that are holidays in the applicable foreign market. For every occurrence of
one or more intervening holidays in the applicable foreign market that are not
holidays observed in the U.S. equity market, the redemption settlement cycle
will be extended by the number of such intervening holidays. In addition to
holidays, other unforeseeable closings in a foreign market due to emergencies
may also prevent the Trust from delivering securities within normal settlement
period.
The securities delivery cycles currently practicable for transferring
Portfolio Securities to redeeming investors, coupled with foreign market holiday
schedules, will require a delivery process longer than seven calendar days for
some Fund, in certain circumstances. The holidays applicable to the Fund during
such periods are listed below, as are instances where more than seven days will
be needed to deliver redemption proceeds. Although certain holidays may occur on
different dates in subsequent years, the number of days required to deliver
redemption proceeds in any given year is not expected to exceed the maximum
number of days listed below for the Fund. The proclamation of new holidays, the
treatment by market participants of certain days as "informal holidays" (e.g.,
days on which no or limited
securities transactions occur, as a result of substantially shortened trading
hours), the elimination of existing holidays, or changes in local securities
delivery practices, could affect the information set forth herein at some time
in the future.
The dates in calendar year 2008 and 2009 in which the regular holidays
affecting the relevant securities markets of the below listed countries are as
follows:
2008
----
Argentina
Jan 1 May 1 Nov 6 Dec 31
March 20 June 16 Dec 8
March 21 July 9 Dec 24
March 31 Aug 18 Dec 25
Australia
Jan. 1 March 21 May 19 Aug. 13
Jan. 28 March 24 June 2 Oct. 6
March 3 April 25 June 9 Nov. 4
March 10 May 5 Aug. 4 Dec. 25
Dec. 26
Austria
Jan. 1 May 12 Dec. 24
March 21 May 22 Dec. 25
March 24 Aug. 15 Dec. 26
May 1 Dec. 8 Dec. 31
Belgium
Jan. 1 May 2 Nov. 11
March 21 May 17 Dec. 25
March 24 July 21 Dec. 26
May 1 Aug. 15 Dec. 31
Brazil
Jan 1 March 21 July 9 Dec 31
Jan 25 April 21 Nov 20
Feb 4 May 1 Dec 24
Feb 5 May 22 Dec 25
Canada
Jan. 1 May 21 Sept. 3 Dec. 26
Jan. 2 June 25 Oct. 8
Feb. 19 July 2 Nov. 12
April 6 Aug. 6 Dec. 25
Chile
Jan 1 Aug 15 Dec 25
March 21 Sep 18 Dec 31
May 1 Sep 19
May 21 Dec 8
China
Jan 1 May 1-2 Sep 1 Nov 11
Jan 21 May 5-7 Oct 1-3 Nov 27
Feb 4-8 May 26 Oct 6-7 Dec 25
Feb 11-13 July 4 Oct 13
Colombia
Jan 1 May 1 Aug 7 Dec 8
Jan 7 May 5 Aug 18 Dec 25
March 20 May 26 Oct 13 Dec 31
March 21 June 2 Nov 3
March 24 June 30 Nov 17
Czech Republic
Jan 1 Oct 28 Dec 26
Mar 24 Nov 17 Dec 31
May 1 Dec 24
May 8 Dec 25
Denmark
Jan. 1 April 18 Dec. 24
March 20 May 1 Dec. 25
March 21 May 12 Dec. 26
March 24 June 5 Dec. 31
Egypt
Jan 1 April 27 July 23 Dec 7
Jan 7 April 28 Oct 1 Dec 8
Jan 10 May 1 Oct 2 Dec 9
March 20 July 1 Oct 6 Dec 29
Finland
Jan. 1 June 20 Dec. 31
March 21 Dec. 24
March 24 Dec. 25
May 1 Dec. 26
France
Jan. 1 May 8 Dec. 25
March 21 June 14 Dec. 26
March 24 Aug. 15
May 1 Nov. 11
|
Germany
Jan. 1 May 1 Oct. 3 Dec. 31
Feb. 4 May 12 Dec. 24
March 21 May 22 Dec. 25
March 24 Aug. 15 Dec. 26
Greece
Jan. 1 March 25 June 16 Dec. 26
March 10 April 25 Aug. 15
March 21 April 18 Oct. 28
March 24 May 1 Dec. 25
Hong Kong
Jan. 1 March 24 July 1 Dec. 25
Feb. 6 April 4 Sept. 15 Dec. 26
Feb. 7 May 1 Oct. 1 Dec. 31
Feb. 8 May 12 Oct. 7
March 21 June 9 Dec. 24
Hungary
Jan 1 May 12 Dec 24
March 24 Aug 20 Dec 25
May 1 Oct 23 Dec 26
May 2 Oct 24
India
Jan 19 April 14 Aug 19 Oct 30
Jan 26 April 18 Aug 22 Nov 12
March 6 May 1 Sept 3 Nov 13
March 21 May 20 Sept 30 Dec 9
March 22 June 30 Oct 2 Dec 25
April 1 July 1 Oct 9
April 7 Aug 15 Oct 28
Indonesia
Jan 1 April 7 Sept 29 Dec 25
Jan 10 May 1 Oct 1 Dec 26
Jan 11 May 20 Oct 2 Dec 29
Feb 7 July 28 Oct 3 Dec 31
March 20 July 30 Dec 8
March 21 Aug 18 Dec 24
Ireland
Jan. 1 May 1 Oct. 27 Dec. 29
March 17 May 5 Dec. 24
March 21 June 2 Dec. 25
March 24 Aug. 4 Dec. 26
Israel
March 21 June 9 Oct 8 Oct 21
April 20 Aug 10 Oct 9
May 7 Sept 29 Oct 13
May 8 Sept 30 Oct 14
June 8 Oct 1 Oct 20
Italy
Jan. 1 June 2 Dec. 25
March 21 Aug. 15 Dec. 26
April 25 Dec. 8 Dec. 31
May 1 Dec. 24
Japan
Jan 1-3 July 21 Dec 23
Jan 14 Sept 15 Dec 31
Feb 11 Sept 23
March 20 Oct 13
April 29 Nov 3
May 5 Nov 24
Jordan
Jan 1 July 30 Nov 13 Dec 25
Jan 10 Sept 29 Dec 7 Dec 29
Jan 30 Sept 30 Dec 8 Dec 31
March 20 Oct 1 Dec 9
May 1 Oct 2 Dec 10
May 25 Oct 5 Dec 11
Malaysia
Jan 1 March 20 Sept 1 Dec 8
Jan 10 May 1 Oct 1 Dec 25
Feb 1 May 19 Oct 2 Dec 29
Feb 6 May 20 Oct 3
Feb 7 May 30 Oct 27
Feb 8 June 7 Oct 28
Mexico
Jan 1 March 21 Nov 20
Feb 4 May 1 Dec 12
March 17 Sept 16 Dec 25
March 20 Nov 17
Morocco
Jan 1 May 1 Oct 1 Dec 9
Jan 10 July 30 Oct 2 Dec 10
Jan 11 Aug 14 Nov 6 Dec 29
Mar 20 Aug 20 Nov 18
Mar 21 Aug 21 Dec 8
Netherlands
Jan. 1 May 1
March 21 May 12
March 24 Dec. 25
April 30 Dec. 26
New Zealand
Jan. 1 Feb. 6 June 2
Jan. 2 March 21 Oct. 27
Jan. 21 March 24 Dec. 25
Jan. 28 April 25 Dec. 26
|
Norway
Jan. 1 May 1 Dec. 26
March 20 May 12 Dec. 31
March 21 Dec. 24
March 24 Dec. 25
Peru
Jan 1 July 28 Dec 24
March 20 July 29 Dec 25
March 21 Oct 8 Dec 31
May 1 Dec 8
Philippines
Jan 1 June 12 Dec 25
Feb 25 Aug 21 Dec 30
March 20 Oct 1 Dec 31
March 21 Dec 24
Poland
Jan 1 May 22 Nov 11
March 21 June 7 Dec 25
March 24 June 22 Dec 26
May 1 Aug 15
Portugal
Jan. 1 April 25 June 13 Dec. 25
Feb. 5 May 1 Dec. 1 Dec. 26
March 21 May 22 Dec. 8
March 24 June 10 Dec. 24
Russia
Jan 1-4 May 1-2
Jan 7-9 May 9
Feb 25 June 12-13
March 10 Nov 3-4
Singapore
Jan. 1 May 1 Oct. 1 Dec. 17
Feb. 7 May 19 Oct. 27 Dec. 25
Feb. 8 May 20 Oct. 28
March 21 Aug. 9 Dec. 8
South Africa
Jan 1 May 1 Dec 25
March 21 June 16 Dec 26
March 24 Sept 24
April 28 Dec 16
South Korea
Jan 1 April 10 July 17 Dec 31
Feb 6 May 1 Aug 15
Feb 7 May 5 Sept 5
Feb 8 May 12 Oct 3
April 9 June 6 Dec 25
Spain
Jan. 1 March 24 July 25 Dec. 26
Jan. 7 May 1 Aug. 15
March 20 May 2 Dec. 8
March 21 May 15 Dec. 25
Sweden
Jan. 1 June 6 Dec. 26
March 21 June 20 Dec. 31
March 24 Dec. 24
May 1 Dec. 25
Switzerland
Jan. 1 March 24 Aug. 1 Dec. 24
Jan. 2 May 1 Aug. 15 Dec. 25
March 19 May 12 Sept. 11 Dec. 26
March 21 May 22 Dec. 8 Dec. 31
Taiwan
Jan 1 Feb 7 April 4
Feb 4 Feb 8 May 1
Feb 5 Feb 11 June 9
Feb 6 Feb 28 Oct 10
Thailand
Jan 1 April 15 July 1 Dec 5
Feb 20 May 1 July 18 Dec 10
April 7 May 5 Aug 12
April 14 May 20 Oct 23
Turkey
Jan 1 Sept 30 Oct 28 Dec 10
April 23 Oct 1 Oct 29 Dec 11
May 19 Oct 2 Dec 8 Dec 12
Sept 29 Oct 3 Dec 9
United Kingdom
Jan. 1 May 26
March 21 Aug. 25
March 24 Dec. 25
May 5 Dec. 26
United States
Jan. 1 May 26 Nov. 11
Jan. 21 July 4 Nov. 27
Feb. 18 Sept. 1 Dec. 25
March 21 Oct. 13
2009
- ----
Argentina
Jan. 1 May 1 Aug. 17 Dec. 24
April 6 May 25 Oct. 12 Dec. 25
April 9 June 15 Nov. 6 Dec. 31
April 10 July 9 Dec. 8
Australia
Jan. 1 April 13 June 8 Nov. 3
Jan. 26 April 27 Aug. 3 Dec. 25
March 2 May 5 Aug. 12 Dec. 28
March 9 May 18 Sept. 28
April 10 June 1 Oct. 5
Austria
Jan. 1 May 1 Oct. 26
Jan. 6 May 21 Dec. 8
April 10 June 1 Dec. 24
April 13 June 11 Dec. 25
Belgium
Jan. 1 May 21 Nov. 2
April 10 May 22 Nov. 11
April 13 June 1 Dec. 25
May 1 July 21
Brazil
Jan. 1 April 10 July 9 Nov. 20
Jan. 20 April 21 Sept. 7 Dec. 24
Feb. 23 May 1 Oct. 12 Dec. 25
Feb. 24 June 11 Nov. 2 Dec. 31
Canada
Jan. 1 May 18 Sept. 7 Dec. 28
Jan. 2 June 24 Oct. 12
Feb. 16 July 1 Nov. 11
April 10 Aug. 3 Dec. 25
Chile
Jan. 1 June 8 Dec. 8
April 10 June 29 Dec. 25
May 1 Sept. 18 Dec. 31
May 21 Oct. 12
China
Jan. 1 Feb. 3 Sept. 7 Nov. 26
Jan. 19 Feb. 16 Oct. 1-7 Dec. 25
Jan. 26-30 May 1-7 Oct. 12
Feb. 2 May 25 Nov. 11
Colombia
Jan. 1 May 1 July 20 Nov. 16
Jan. 12 May 25 Aug 7 Dec. 8
March 23 June 15 Aug 17 Dec. 25
April 9 June 22 Oct. 12 Dec. 31
April 10 June 29 Nov. 2
Czech Republic
Jan. 1 May 8 Nov. 17
Jan. 2 July 6 Dec. 24
April 13 Sept. 28 Dec. 25
May 1 Oct. 28 Dec. 31
|
Denmark
Jan. 1 May 8 Dec. 24
April 9 May 21 Dec. 25
April 10 June 1 Dec. 31
April 13 June 5
Egypt
Jan 1 April 27 July 23 Dec 7
Jan 7 April 28 Oct 1 Dec 8
Jan 10 May 1 Oct 2 Dec 9
March 20 July 1 Oct 6 Dec 29
Finland
Jan. 1 May 1 Dec. 25
Jan. 6 May 21 Dec. 26
April 10 June 19 Dec. 31
April 13 Dec. 24
France
Jan. 1 May 8 Dec. 25
April 10 May 21
April 13 July 14
May 1 Nov. 11
Germany
Jan. 1 April 13 June 11
Jan. 6 May 1 Dec. 24
Feb. 23 May 21 Dec. 25
April 10 June 1 Dec. 31
Greece
Jan. 1 April 10 May 1
Jan. 6 April 13 June 8
March 2 April 17 Oct. 28
March 25 April 20 Dec. 25
Hong Kong
Jan. 1 April 13 Oct. 26
Jan. 26 May 1 Dec. 24
Jan. 27 May 28 Dec. 25
Jan. 28 July 1 Dec. 31
April 10 Oct. 1
Hungary
Jan. 1 June 1 Dec. 24
Jan. 2 Aug. 20 Dec. 25
April 13 Aug. 21
May 1 Oct. 23
India
Jan. 8 April 3 July 1 Oct. 2
Jan. 26 April 7 Aug. 15 Oct. 17
Feb. 23 April 10 Aug. 19 Oct. 19
March 10 April 14 Aug. 22 Nov. 2
March 11 May 1 Sept. 21 Nov. 28
March 27 May 9 Sept. 28 Dec. 25
April 1 June 30 Sept. 30 Dec. 28
Indonesia
Jan. 1 July 20 Sept. 25
Jan. 26 Aug. 17 Nov. 27
March 26 Sept. 21 Dec. 18
March 27 Sept. 22 Dec. 24
April 10 Sept. 23 Dec. 25
May 21 Sept. 24 Dec. 31
Ireland
Jan. 1 May 1 Oct. 26 Dec. 29
March 17 May 4 Dec. 24
April 10 June 1 Dec. 25
April 13 Aug. 3 Dec. 28
Israel
March 10 April 28 Sept. 20
April 8 April 29 Sept. 27
April 9 May 28 Sept. 28
April 14 May 29
April 15 July 30
Italy
Jan. 1 May 1 Dec. 24
Jan. 6 June 2 Dec. 25
April 10 June 29 Dec. 31
April 13 Dec. 8
Japan
Jan. 1 May 4 Oct. 12
Jan. 2 May 5 Nov. 3
Jan. 12 July 20 Nov. 23
Feb. 11 Sept. 21 Dec. 23
Mar. 20 Sept. 22 Dec. 31
April 29 Sept. 23
Jordan
Jan. 1 Sept. 20-24
Jan. 29 Nov. 26
March 9 Nov. 29
April 30 Nov. 30
May 25 Dec. 31
July 20
Malaysia
Jan. 1 May 1 Sept. 21 Dec. 25
Jan. 26 May 9 Sept. 22
Jan. 27 June 1 Oct. 17
Feb. 2 June 6 Nov. 27
March 9 Aug. 31 Dec. 18
Mexico
Jan. 1 April 9-10 Nov. 16
Feb. 2 May 1 Nov. 20
Feb. 5 Sept. 16 Dec. 25
March 16 Nov. 2
Morocco
Jan. 1 Aug. 14 Nov. 27
March 10 Aug. 20-21 Dec. 18
March 11 Sept. 21-22
May 1 Nov. 6
July 30 Nov. 18
Netherlands
Jan. 1 May 1
April 10 May 21
April 13 June 1
April 30 Dec. 25
New Zealand
Jan. 1-2 April 10 Dec. 25
Jan. 19 April 13 Dec. 28
Jan. 26 June 1
Feb. 6 Oct. 26
Norway
Jan. 1 May 21
April 9-10 June 1
April 13 Dec. 24-25
May 1 Dec. 31
Peru
Jan. 1 July 28-29 Dec. 31
April 9-10 Oct. 8
May 5 Dec. 8
June 29 Dec. 24-25
Philippines
Jan. 1 May 1 Nov. 2 Dec. 30
Feb. 25 June 12 Nov. 30 Dec. 31
April 9 Aug. 21 Dec. 24
April 10 Sept. 21 Dec. 25
Poland
Jan. 1 June 11
April 10 Nov. 11
April 13 Dec. 25
May 1
Portugal
Jan. 1 May 1 Dec. 8
Feb. 24 June 10-11 Dec. 24-25
April 10 Oct. 5
April 13 Dec. 1
Russia
Jan. 1 March 9 Nov. 4
Jan. 2 May 1 Nov. 6
Jan. 5-8 May 11
Feb. 23 June 12
Singapore
Jan. 1 May 1 Oct. 17
Jan. 26 May 9 Nov. 27
Jan. 27 Aug. 10 Dec. 25
April 10 Sept. 21
South Africa
Jan. 1 May 1 Dec. 16
April 10 June 16 Dec. 25
April 13 Aug. 10
April 27 Sept. 24
South Korea
Jan. 1 July 17
Jan. 26 Oct. 2
Jan. 27 Dec. 25
May 1 Dec. 31
May 5
Spain
Jan. 1 April 13 Nov. 2
Jan. 6 May 1 Nov. 9
March 19 May 15 Dec. 8
April 9-10 Oct. 12 Dec. 25
Sweden
Jan. 1 May 1 Dec. 31
Jan. 6 May 21
April 10 June 19
April 13 Dec. 24-25
Switzerland
Jan. 1-2 April 13 June 11 Dec. 24-25
|
Jan. 6 May 1 June 29 Dec. 31
March 19 May 21 Sept. 10
April 10 June 1 Dec. 8
Taiwan
Jan. 1 Jan. 27 May 28
Jan. 22 Jan. 28
Jan. 23 Jan. 29
Jan. 26 May 1
Thailand
Jan. 1 April 13 May 5 Aug. 12
Jan. 2 April 14 May 11 Oct. 23
Feb. 9 April 15 July 1 Dec. 7
April 6 May 1 July 8 Dec. 10
Dec. 31
Turkey
Jan. 1 Oct. 28-29
April 23 Nov. 26-27
May 19 Nov. 30
Sept. 21-22
United Kingdom
Jan. 1 May 25
April 10 Aug. 31
April 13 Dec. 25
May 4 Dec. 28
United States
Jan. 1 May 25 Nov. 11
Jan. 19 July 3-4 Nov. 26
Feb. 16 Sept. 7 Dec. 25
April 10 Oct. 12
|
Redemption. The longest redemption cycle for each Fund is a function of the
longest redemption cycles among the countries whose stocks comprise such Fund.
In the calendar years 2008 and 2009*, the dates of the regular holidays
affecting the following securities markets present the worst-case redemption
cycle for each Fund is as follows:
Redemption Request Redemption Settlement Settlement
Country Date Date Period
- --------------------- ------------------ --------------------- --------------
Argentina
March 17, 2008 March 25, 2008 8
March 18, 2008 March 26, 2008 8
March 19, 2008 March 27, 2008 8
China
Feb. 4, 2008 Feb. 14, 2008 10
Feb. 5, 2008 Feb. 15, 2008 10
Feb. 6, 2008 Feb. 18, 2008 12
April 28, 2008 May 8, 2008 10
April 29, 2008 May 9, 2008 10
April 30, 2008 May 12, 2008 12
Sept. 26, 2008 October 8, 2008 12
Sept. 29, 2008 October 9, 2008 10
Sept. 30, 2008 October 10, 2008 10
Croatia
Dec. 19, 2008 Dec. 29, 2008 10
Dec. 22, 2008 Dec. 30, 2008 8
Dec. 23, 2008 Jan. 2, 2009 10
Czech Republic
Dec. 19, 2008 Dec. 28, 2008 10
Dec. 22, 2008 Dec. 30, 2008 8
Dec. 23, 2008 Dec. 31,2008 8
Denmark
March 17, 2008 March 25, 2008 8
March 18, 2008 March 26, 2008 8
March 19, 2008 March 27, 2008 8
Finland
March 17, 2008 March 25, 2008 8
March 18, 2008 March 26, 2008 8
March 19, 2008 March 27, 2008 8
Indonesia
Sept. 26, 2008 October 6, 2008 10
Sept. 29, 2008 October 7, 2008 8
Sept. 30, 2008 October 8, 2008 8
Japan
Dec. 26, 2008 Jan. 5, 2009 10
Dec. 29, 2008 Jan. 6, 2009 8
Dec. 30, 2008 Jan. 7, 2009 8
Mexico
March 14, 2008 March 24, 2008 10
Norway
March 17, 2008 March 25, 2008 8
March 18, 2008 March 26, 2008 8
March 19, 2008 March 27, 2008 8
Philippines
March 24, 2008 Jan. 2, 2009 9
Russia*
Dec. 26, 2008 Jan. 8, 2008 13
Dec. 27, 2008 Jan. 9, 2008 13
Dec. 28, 2008 Jan. 10, 2008 13
Sweden
March 17, 2008 March 25, 2008 8
March 18, 2008 March 26, 2008 8
March 19, 2008 March 27, 2008 8
Turkey
Dec. 4, 2008 Dec. 12, 2008 8
Dec. 5, 2008 Dec. 15, 2008 10
Venezuela
March 14, 2008 March 24, 2008 10
March 17, 2008 March 25, 2008 8
March 18, 2008 March 26, 2008 8
|
Redemption Request Settlement
Country Date Redemption Settlement Date Period
- ------- ------------------- -------------------------- --------------
Argentina
April 3, 2009 April 11, 2009 8
April 4, 2009 April 12, 2009 8
April 5, 2009 April 13, 2009 8
China
January, 21, 2009 Feb. 4, 2009 14
January 22, 2009 Feb. 5, 2009 14
January 23, 2009 Feb. 6, 2009 14
April 28, 2009 May 8, 2009 10
April 29, 2009 May 11, 2009 10
April 30, 2009 May 12, 2009 12
Sept. 28, 2009 October 8, 2009 12
Sept. 29, 2009 October 9, 2009 10
Sept. 30, 2009 October 13, 2009 13
Denmark
April 6, 2009 April 14, 2009 8
April 7, 2009 April 15, 2009 8
April 8, 2009 April 16, 2009 8
Indonesia
Sept. 16, 2009 Sept. 24, 2009 12
Sept. 17, 2009 Sept. 25, 2009 12
Sept. 18, 2009 Sept. 28, 2009 12
Japan
Sept. 16, 2009 Sept. 24, 2009 8
Sept. 17, 2009 Sept. 25, 2009 8
Sept. 18, 2009 Sept. 26, 2009 8
Norway
April 6, 2009 April 14, 2009 8
April 7, 2009 April 15, 2009 8
April 8, 2009 April 16, 2009 8
Philippines
Dec. 23, 2009 Jan. 4, 2010 12
Dec. 28, 2009 Jan 5, 2010 8
Dec. 29, 2009 Jan. 6, 2010 8
|
Denmark
Russia**
Dec. 29, 2009 Jan. 11, 2010 13
Dec. 30, 2009 Jan. 12, 2010 13
Dec. 31, 2009 Jan. 10, 2010 13
|
* Settlement dates in the table above have been confirmed as of 6/18/08.
Holidays are subject to change without further notice.
** Assume likely 2010 holiday based on prior year. Settlement cycle in Russia
is negotiated on a deal by deal basis. Above data reflects a hypothetical
T+3 cycle.
TAXES
The Fund intends to qualify for and to elect to be treated as a
separate regulated investment company (a "RIC") under Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code"). As a RIC, the Fund will
not be subject to U.S. federal income tax on the portion of its taxable
investment income and capital gains that it distributes to its shareholders. To
qualify for treatment as a RIC, a company must annually distribute at least 90%
of its net investment company taxable income (which includes dividends, interest
and net capital gains) and meet several other requirements relating to the
nature of its income and the diversification of its assets.
If the Fund fails to qualify for any taxable year as a RIC, all of its
taxable income will be subject to tax at regular corporate income tax rates
without any deduction for distributions to shareholders, and such distributions
generally will be taxable to shareholders as ordinary dividends to the extent of
the Fund's current and accumulated earnings and profits. In addition, in order
to requalify for taxation as a RIC, the Fund may be required to recognize
unrealized gain, pay substantial taxes and interest and make certain
distributions.
The Fund is treated as a separate corporation for federal income tax
purposes. The Fund therefore is considered to be a separate entity in
determining its treatment under the rules for RICs described herein and in the
Prospectus. Losses in one Fund do not offset gains in another Fund and the
requirements (other than certain organizational requirements) for qualifying RIC
status are determined at the Fund level rather than at the Trust level.
The Fund will be subject to a 4% excise tax on certain undistributed
income if it does not distribute to its shareholders in each calendar year at
least 98% of its ordinary income for the calendar year plus 98% of its net
capital gains for twelve months ended October 31 of such year. The Fund intends
to declare and distribute dividends and distributions in the amounts and at the
times necessary to avoid the application of this 4% excise tax.
As a result of tax requirements, the Trust on behalf of the Fund has
the right to reject an order to purchase Shares if the purchaser (or group of
purchasers) would, upon obtaining the Shares so ordered, own 80% or more of the
outstanding Shares of the Fund and if, pursuant to section 351 of the Code, the
Fund would have a basis in the Deposit Securities different from the market
value of such securities on the date of deposit. The Trust also has the right to
require information necessary to determine beneficial Share ownership for
purposes of the 80% determination.
The Fund may make investments that are subject to special federal
income tax rules, such as investments in structured notes, swaps, options,
futures contracts and non-U.S. corporations classified as "passive foreign
investment companies." Those special tax rules can, among other things, affect
the timing of income or gain, the treatment of income as capital or ordinary and
the treatment of capital gain or loss as long-term or short-term. The
application of these special rules would therefore also affect the character of
distribution made by the Fund. The Fund may need to borrow money or dispose of
some of its investments earlier than anticipated in order to meet their
distribution requirements.
Distributions from the Fund's net investment income, including any net
short-term capital gains, if any, and distributions of income from securities
lending, are taxable as ordinary income. Distributions reinvested in additional
Shares of the Fund through the means of a dividend reinvestment service will be
taxable dividends to shareholders acquiring such additional Shares to the same
extent as if such dividends had been received in cash. Distributions of net
long-term capital gains, if any, in excess of net short-term capital losses are
taxable as long-term capital gains, regardless of how long shareholders have
held the Shares.
Dividends declared by the Fund in October, November or December and
paid to shareholders of record of such months during the following January may
be treated as having been received by such shareholders in the year the
distributions were declared.
Long-term capital gains tax of non-corporate taxpayers are generally
taxed at a maximum rate of 15% for taxable years beginning before January 1,
2011. Thereafter, without further Congressional action, that rate will return to
20%. In addition, some ordinary dividends declared and paid by the Fund to
non-corporate shareholders may qualify for taxation at the lower reduced tax
rates applicable to long-term capital gains, provided that holding period and
other requirements are met by the Fund and the shareholder. The Fund will report
to shareholders annually the amounts of dividends received from ordinary income,
the amount of distributions received from capital gains and the portion of
dividends which may qualify for the dividends received deduction. In addition,
the Fund will report the amount of dividends to non-corporate shareholders
eligible for taxation at the lower reduced tax rates applicable to long-term
capital gains.
If more than 50% of the Fund's total assets at the end of its taxable
year consist of foreign stock or securities, the Fund intends to elect to "pass
through" to its investors certain foreign income taxes paid by the Fund, with
the result that each investor will (i) include in gross income, as an additional
dividend, even though not actually received, the investor's pro rata share of
the Fund's foreign income taxes, and (ii) either deduct (in calculating U.S.
taxable income) or credit (in calculating U.S. federal income), subject to
certain limitations, the investor's pro rata share of the Fund's foreign income
taxes. It is expected that more than 50% of the Fund's assets will consist of
foreign stock or securities.
If, for any calendar year, the total distributions made exceed a
Funds's current and accumulated earnings and profit, the excess will, for U.S.
federal income tax purposes, be treated as a tax free return of capital to each
shareholder up to the amount of the shareholder's basis in his or her shares,
and thereafter as gain from the sale of shares. The amount treated as a tax free
return of capital will reduce the shareholder's adjusted basis in his or her
shares, thereby increasing his or her potential gain or reducing his or her
potential loss on the subsequent sale of his or her shares.
The sale, exchange or redemption of Shares may give rise to a gain or
loss. In general, any gain or loss realized upon a taxable disposition of Shares
will be treated as long-term capital gain or loss if the Shares have been held
for more than one year. Otherwise, the gain or loss on the taxable disposition
of Shares will be treated as short-term capital gain or loss. A loss realized on
a sale or exchange of Shares of the Fund may be disallowed if other
substantially identical Shares are acquired (whether through the automatic
reinvestment of dividends or otherwise) within a sixty-one (61) day period
beginning thirty (30) days before and ending thirty (30) days after the date on
which the Shares are disposed. In such a case, the basis of the Shares acquired
must be adjusted to reflect the disallowed loss. Any loss upon the sale or
exchange of Shares held for six (6) months or less is treated as long-term
capital loss to the extent of any capital gain dividends received by the
shareholders (including undistributed capital gain included in income).
Distribution of ordinary income and capital gains may also be subject to state
and local taxes.
37
Distributions of ordinary income paid to shareholders who are
nonresident aliens or foreign entities that are not effectively connected to the
conduct of a trade or business within the U.S. will generally be subject to a
30% U.S. withholding tax unless a reduced rate of withholding or a withholding
exemption is provided under applicable treaty law. However, shareholders who are
nonresident aliens or foreign entities will generally not be subject to U.S.
withholding or income tax on gains realized on the sale of Shares or on
dividends from capital gains unless (i) such gain or capital gain dividend is
effectively connected with the conduct of a trade or business within the U.S. or
(ii) in the case of a non-corporate shareholder, the shareholder is present in
the U.S. for a period or periods aggregating 183 days or more during the year of
the sale or capital gain dividend and certain other conditions are met. Gains on
the sale of Shares and dividends that are effectively connected with the conduct
of a trade or business within the U.S. will generally be subject to U.S. federal
net income taxation at regular income tax rates. Nonresident shareholders are
urged to consult their own tax advisors concerning the applicability of the U.S.
withholding tax.
Some shareholders may be subject to a withholding tax on distributions
of ordinary income, capital gains and any cash received on redemption of
Creation Units ("backup withholding"). Generally, shareholders subject to backup
withholding will be those for whom no certified taxpayer identification number
is on file with the Fund or who, to the Fund's knowledge, have furnished an
incorrect number. When establishing an account, an investor must certify under
penalty of perjury that such number is correct and that such investor is not
otherwise subject to backup withholding.
Dividends and interest received by the Fund may give rise to
withholding and other taxes imposed by foreign countries. Tax conventions
between certain countries and the United States may reduce or eliminate such
taxes.
The foregoing discussion is a summary only and is not intended as a
substitute for careful tax planning. Purchasers of Shares should consult their
own tax advisors as to the tax consequences of investing in such Shares,
including under federal, state, local and other tax laws. Finally, the foregoing
discussion is based on applicable provisions of the Code, regulations, judicial
authority and administrative interpretations in effect on the date hereof.
Changes in applicable authority could materially affect the conclusions
discussed above, and such changes often occur.
38
FEDERAL TAX TREATMENT OF FUTURES AND OPTIONS CONTRACTS
The Fund is required for federal income tax purposes to mark to market
and recognize as income for each taxable year its net unrealized gains and
losses on certain futures contracts as of the end of the year as well as those
actually realized during the year. Gain or loss from futures and options
contracts on broad-based indexes required to be marked to market will be 60%
long-term and 40% short-term capital gain or loss. Application of this rule may
alter the timing and character of distributions to shareholders. The Fund may be
required to defer the recognition of losses on futures contracts, options
contracts and swaps to the extent of any unrecognized gains on offsetting
positions held by the Fund.
In order for the Fund to continue to qualify for federal income tax
treatment as a RIC, at least 90% of its gross income for a taxable year must be
derived from qualifying income, i.e., dividends, interest, income derived from
loans or securities, gains from the sale of securities or of foreign currencies
or other income derived with respect to the Fund's business of investing in
securities (including net income derived from an interest in certain "qualified
publicly traded partnerships"). It is anticipated that any net gain realized
from the closing out of futures or options contracts will be considered gain
from the sale of securities or derived with respect to the Fund's business of
investing in securities and therefore will be qualifying income for purposes of
the 90% gross income requirement.
The Fund distributes to shareholders at least annually any net capital
gains which have been recognized for federal income tax purposes, including
unrealized gains at the end of the Fund's fiscal year on futures or options
transactions. Such distributions are combined with distributions of capital
gains realized on the Fund's other investments and shareholders are advised on
the nature of the distributions.
DETERMINATION OF NAV
The following information supplements and should be read in conjunction
with the section in the Prospectus entitled "Net Asset Value."
The NAV per Share of the Fund is computed by dividing the value of the
net assets of the Fund (i.e., the value of its total assets less total
liabilities) by the total number of Shares of the Fund outstanding, rounded to
the nearest cent. Expenses and fees, including without limitation, the
management and administration fees, are accrued daily and taken into account for
purposes of determining NAV. The NAV per Share is calculated by the Custodian
and determined as of the close of the regular trading session on the NYSE
(ordinarily 4:00 p.m., Eastern time) on each day that such exchange is open.
In computing the Fund's NAV, the Fund's securities holdings traded on a
national securities exchange are valued based on their last sale price. Price
information on listed securities is taken from the exchange where the security
is primarily traded. Securities regularly traded in an over-the-counter market
are valued at the latest quoted sale price in such market or in the case of the
NASDAQ, at the NASDAQ official closing price. Other portfolio securities and
assets for which market quotations are not readily available are valued based on
fair value as determined in good faith in accordance with procedures adopted by
the Board.
DIVIDENDS AND DISTRIBUTIONS
The following information supplements and should be read in conjunction
with the section in the Prospectus entitled "Dividends, Distributions and
Taxes."
39
General Policies. Dividends from net investment income, if any, are
declared and paid quarterly. Distributions of net realized securities gains, if
any, generally are declared and paid once a year, but the Trust may make
distributions on a more frequent basis. The Trust reserves the right to declare
special distributions if, in its reasonable discretion, such action is necessary
or advisable to preserve the status of the Fund as a RIC or to avoid imposition
of income or excise taxes on undistributed income.
Dividends and other distributions on Fund Shares are distributed, as
described below, on a pro rata basis to Beneficial Owners of such Shares.
Dividend payments are made through DTC Participants and Indirect Participants to
Beneficial Owners then of record with proceeds received from the Fund.
Dividend Reinvestment Service. No reinvestment service is provided by
the Trust. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by Beneficial Owners of the Fund for reinvestment
of their dividend distributions. Beneficial Owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require Beneficial Owners to adhere to
specific procedures and timetables.
MISCELLANEOUS INFORMATION
Counsel. Clifford Chance US LLP, 31 West 52nd Street, New York, NY
10019, is counsel to the Trust.
Independent Registered Public Accounting Firm. Ernst & Young LLP, 233
South Wacker Drive, Chicago, Illinois 60606, serves as the Fund's independent
registered public accounting firm. They audit the Fund's financial statements
and perform other related audit services.
FINANCIAL STATEMENTS
The Fund's audited financial statments, including the financial
highlights for the year ended May 31, 2008, and filed electronically with the
Securities and Exchange Commission, are incorporated by reference and made part
of this SAI. You may request a copy of the Trust's Annual Report at no charge by
calling 1-888-949-3837 during normal business hours.
40
[LOGO]
CLAYMORE(SM)
PROSPECTUS
MZN Claymore/Morningstar Information
Super Sector Index ETF
MZO Claymore/Morningstar Services
Super Sector Index ETF
MZG Claymore/Morningstar
Manufacturing Super Sector
Index ETF
UBD Claymore U.S. Capital Markets
Bond ETF
ULQ Claymore U.S. Capital Markets
Micro-Term Fixed Income ETF
UEM Claymore U.S.-1 - The Capital
Markets Index ETF
IRO Claymore/Zacks Dividend
Rotation ETF
ETF [LOGO] EXCHANGE-TRADED FUNDS
--------------------------------------------------------------------------------
Claymore
Exchange-TRADED
Fund Trust
September 30, 2008
|
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.
TABLE OF CONTENTS
Page
Introduction--Claymore Exchange-Traded Fund Trust 3
Who Should Invest 3
Tax-Advantaged Product Structure 4
Claymore/Morningstar Information Super Sector Index ETF 5
Claymore/Morningstar Services Super Sector Index ETF 12
Claymore/Morningstar Manufacturing Super Sector Index ETF 18
Claymore U.S. Capital Markets Bond ETF 25
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF 33
Claymore U.S.-1 - The Capital Markets Index ETF 40
Claymore/Zacks Dividend Rotation ETF 49
Secondary Investment Strategies 55
Additional Risk Considerations 56
Investment Advisory Services 57
Purchase and Redemption of Shares 61
How to Buy and Sell Shares 63
Frequent Purchases and Redemptions 68
Fund Service Providers 68
Index Providers 68
Disclaimers 69
Federal Income Taxation 71
Other Information 73
Financial Highlights 74
|
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations, other than those contained in this
Prospectus, in connection with the offer contained in this Prospectus and, if
given or made, such other information or representations must not be relied upon
as having been authorized by the Funds, Claymore Advisors, LLC, the Funds'
investment adviser (the "Investment Adviser"), or the Funds' distributor,
Claymore Securities, Inc. This Prospectus does not constitute an offer by the
Funds or by the Funds' distributor to sell or a solicitation of an offer to buy
any of the securities offered hereby in any jurisdiction to any person to whom
it is unlawful for the Funds to make such an offer in such jurisdiction.
2 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Introduction--Claymore Exchange-Traded Fund Trust
The Claymore Exchange-Traded Fund Trust (the "Trust") is an investment company
currently consisting of 20 separate exchange-traded "index funds." The
investment objective of each of the funds is to replicate as closely as
possible, before fees and expenses, the performance of a specified market index.
Claymore Advisors, LLC is the investment adviser for the funds (the "Investment
Adviser").
This prospectus relates to seven funds of the Trust, Claymore/Morningstar
Information Super Sector Index ETF, Claymore/Morningstar Services Super Sector
Index ETF, Claymore/Morningstar Manufacturing Super Sector Index ETF, Claymore
U.S. Capital Markets Bond ETF, Claymore U.S. Capital Markets Micro-Term Fixed
Income ETF, Claymore U.S.-1 - The Capital Markets Index ETF and Claymore/Zacks
Dividend Rotation ETF (each a "Fund" and, together, the "Funds").
The shares ("Shares") of the Claymore/Morningstar Information Super Sector Index
ETF, Claymore/Morningstar Services Super Sector Index ETF and
Claymore/Morningstar Manufacturing Super Sector Index ETF are listed and traded
on the NYSE Arca, Inc. (the "NYSE Arca"). The Shares of the Claymore U.S.
Capital Markets Bond ETF, Claymore U.S. Capital Markets Micro-Term Fixed Income
ETF, Claymore U.S.-1 - The Capital Markets Index ETF and Claymore/Zacks Dividend
Rotation ETF are listed and traded on the American Stock Exchange LLC (the
"AMEX"). The Funds' Shares will trade at market prices that may differ to some
degree from the net asset value ("NAV") of the Shares. Unlike conventional
mutual funds, the Funds issue and redeem Shares on a continuous basis, at NAV,
only in large specified blocks of Shares set forth in the table below, each of
which is called a "Creation Unit." Creation Units are issued and redeemed
principally in-kind for securities included in a specified index. Except when
aggregated in Creation Units, Shares are not redeemable securities of the Funds.
FUND(S) CREATION UNIT SIZE
--------------------------------------------------------------------------------
Claymore U.S.-1 - The Capital Markets Index ETF 200,000 Shares
--------------------------------------------------------------------------------
Claymore/Morningstar Information Super Sector Index ETF;
Claymore/Morningstar Services Super Sector Index ETF;
Claymore/Morningstar Manufacturing Super Sector Index ETF 150,000 Shares
--------------------------------------------------------------------------------
Claymore U.S. Capital Markets Bond ETF;
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF 100,000 Shares
--------------------------------------------------------------------------------
Claymore/Zacks Dividend Rotation ETF 50,000 Shares
--------------------------------------------------------------------------------
|
Who Should Invest
The Funds are designed for investors who seek a relatively low-cost "passive"
approach for investing in a portfolio of equity securities of companies in a
specified index. The Funds may be suitable for long-term investment in the
market represented by a specified index and may also be used as an asset
allocation tool or as a speculative trading instrument.
PROSPECTUS | 3
Tax-Advantaged Product Structure
Unlike interests in many conventional mutual funds, the Shares are traded
throughout the day on national securities exchanges, whereas mutual fund
interests are typically only bought and sold at closing net asset values. The
Shares have been designed to be tradable in the secondary market on a national
securities exchange on an intra-day basis, and to be created and redeemed
principally in-kind in Creation Units at each day's next calculated NAV. These
arrangements are designed to protect ongoing shareholders from adverse effects
on the Funds' portfolios that could arise from frequent cash creation and
redemption transactions. In a conventional mutual fund, redemptions can have an
adverse tax impact on taxable shareholders because of the mutual fund's need to
sell portfolio securities to obtain cash to meet fund redemptions. These sales
may generate taxable gains for the shareholders of the mutual fund, whereas the
Shares' in-kind redemption mechanism generally will not lead to a tax event for
the Funds or their ongoing shareholders.
4 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Claymore/Morningstar Information Super Sector Index ETF
Investment Objective
The Fund seeks investment results that correspond generally to the performance,
before the Fund's fees and expenses, of an equity index called the Morningstar
Information Super Sector Index (the "Information Super Sector Index" or
"Index"). The Fund's investment objective is not fundamental and may be changed
by the Board of Trustees without shareholder approval.
Primary Investment Strategies
The Fund, using a low cost "passive" or "indexing" investment approach, seeks to
replicate, before fees and expenses, the performance of the Information Super
Sector Index. The Index is designed to identify and track companies in
industries that support and facilitate the exchange of ideas and information as
a basis for commerce. Eligible Index securities include the total investable
universe of the software, hardware, media and telecommunications sectors.
Morningstar Inc. ("Morningstar" or the "Index Provider") classifies companies
into the industry that best reflects each company's underlying business
activities based on the largest source of revenue and income. Industry
classification is based on publicly available information about each company,
and is primarily obtained from such company's annual report and Form 10-K. The
securities in the universe are selected using a proprietary methodology
developed by Morningstar. The Fund will at all times invest at least 90% of its
total assets in securities that comprise the Index and investments that have
economic characteristics that are substantially identical to the economic
characteristics of the component securities that comprise the Index. The Fund
has adopted a policy that requires the Fund to provide shareholders with at
least 60 days notice prior to any material change in this policy or the Index.
The Board of Trustees of the Trust may change the Fund's investment strategy and
other policies without shareholder approval, except as otherwise indicated.
The Investment Adviser seeks a correlation over time of 0.95 or better between
the Fund's performance and the performance of the total return of the Index less
any expenses or distributions. A figure of 1.00 would represent perfect
correlation.
The Fund generally will invest in all of the stocks comprising the Index in
proportion to their weightings in the Index. However, under various
circumstances, it may not be possible or practicable to purchase all of the
stocks in the Index in those weightings. In those circumstances, the Fund may
purchase a sample of the stocks in the Index in proportions expected by the
Investment Adviser to replicate generally the performance of the Index as a
whole. There may also be instances in which the Investment Adviser may choose to
overweight another stock in the Index, purchase (or sell) securities not in the
Index which the Investment Adviser believes are appropriate to substitute for
one or more Index components, or utilize various combinations of other available
investment techniques, in seeking to accurately track the Index. In addition,
from time to time stocks are added to or removed from the Index. The Fund may
sell stocks that are represented in
PROSPECTUS | 5
the Index or purchase stocks that are not yet represented in the Index in
anticipation of their removal from or addition to the Index.
Index Methodology
The Index is designed to identify and track companies in industries that support
and facilitate the exchange of ideas and information as a basis for commerce.
Eligible Index securities include the total investable universe of the software,
hardware, media and telecommunications sectors. Morningstar classifies companies
into the industry that best reflects each company's underlying business
activities based on the largest source of revenue and income. Industry
classification is based on publicly available information about each company,
and is primarily obtained from a company's annual report and Form 10-K. As of
the date of this prospectus, the Index includes companies with capitalizations
between $300 million and $300 billion, which includes small-, mid- and
large-capitalization companies as defined by Morningstar. Morningstar rebalances
the number of free float shares of each constituent security in the Index
quarterly in March, June, September, and December. Immediate rebalancing occurs
if two constituents merge or a company's free float changes by 10% or more. The
Index is reconstituted twice annually in June and December.
Index Construction
Morningstar's Super Sector Index structure represents a unique way to classify
companies based on the broad economic spheres in which they
operate--manufacturing, service, and information. This organization of sectors
is designed to mimic the way economies evolve from dependence on the production
of physical products to the delivery of services, which culminates in the
exchange of information.
1. Index constituents are drawn from the available pool of liquid
U.S.-domiciled stocks that trade on one of the three major exchanges, the
American Stock Exchange, NYSE, and NASDAQ. The following security types
are excluded from the Index: American depositary receipts; bulletin board
stocks; convertible notes; warrants and rights; and limited partnerships.
2. Securities that have more than ten non-trading days in the prior quarter
or that have an average daily trading volume over the preceding six months
that falls in the bottom quartile are excluded. Securities meeting all of
the above-listed criteria are considered for inclusion in the Morningstar
Sector Indexes.
3. Each company is assigned to one of 129 Morningstar industries based on the
firm's primary source of revenue. The industries are classified into one
of 12 sectors. The sectors are organized under one of three Super
Sectors--the Information Economy, the Service Economy, and the
Manufacturing Economy. All of the companies in the Information Economy
Super Sector are included in the Index.
4. Index constituents are weighted according to their free float of shares
outstanding. The free float is defined as a firm's outstanding shares
adjusted for block ownership to reflect only shares available for
investment. The types of block ownership that are considered during float
adjustment are cross ownership, government ownership, private ownership,
and restricted shares.
6 | CLAYMORE EXCHANGE-TRADED FUND TRUST
5. Morningstar rebalances the number of free float shares of each constituent
security in the Index quarterly in March, June, September, and December.
Immediate rebalancing occurs if two constituents merge or a company's free
float changes by 10% or more. The Index is reconstituted (stocks are added
or removed from the Index) twice annually in June and December.
Primary Investment Risks
Investors should consider the following risk factors and special considerations
associated with investing in the Fund, which may cause you to lose money.
Investment Risk. An investment in the Fund is subject to investment risk,
including the possible loss of the entire principal amount that you invest.
Equity Risk. A principal risk of investing in the Fund is equity risk, which is
the risk that the value of the securities held by the Fund will fall due to
general market and economic conditions, perceptions regarding the industries in
which the issuers of securities held by the Fund participate, or factors
relating to specific companies in which the Fund invests. For example, an
adverse event, such as an unfavorable earnings report, may depress the value of
equity securities of an issuer held by the Fund; the price of common stock of an
issuer may be particularly sensitive to general movements in the stock market;
or a drop in the stock market may depress the price of most or all of the common
stocks and other equity securities held by the Fund. In addition, common stock
of an issuer in the Fund's portfolio may decline in price if the issuer fails to
make anticipated dividend payments because, among other reasons, the issuer of
the security experiences a decline in its financial condition. Common stock is
subordinated to preferred stocks, bonds and other debt instruments in a
company's capital structure, in terms of priority to corporate income, and
therefore will be subject to greater dividend risk than preferred stocks or debt
instruments of such issuers. In addition, while broad market measures of common
stocks have historically generated higher average returns than fixed income
securities, common stocks have also experienced significantly more volatility in
those returns.
Software/Hardware Sector Risk. Competitive pressures may have a significant
effect on the financial condition of companies in the software and hardware
sectors. Also, many of the products and services offered by software and
hardware companies are subject to the risks of short product cycles and rapid
obsolescence. Companies in the software and hardware sectors also may be subject
to competition from new market entrants. Such companies also may be subject to
risks relating to research and development costs and the availability and price
of components. As product cycles shorten and manufacturing capacity increases,
these companies could become increasingly subject to aggressive pricing, which
hampers profitability.
Media Sector Risk. Companies engaged in design, production or distribution of
goods or services for the media industry (including television or radio
broadcasting or manufacturing, publishing, recordings and musical instruments,
motion pictures and photography) may become obsolete quickly. Media companies
are subject to risks which include cyclicality of revenues and earnings, a
decrease in the discretionary income of targeted individuals, changing consumer
tastes and interests, fierce competition in the industry and the potential for
increased government regulation. Media company revenues are dependent in large
part on advertising spending. A weakening general economy or a shift from online
to other forms of advertising may lead to a reduction in discretionary
PROSPECTUS | 7
spending on online advertising. Additionally, companies engaged in the media
industry can be significantly affected by federal deregulation of cable and
broadcasting, competitive pressures and government regulation.
Telecommunications Sector Risk. The telecommunications sector is subject to
extensive government regulation. The costs of complying with governmental
regulations, delays or failure to receive required regulatory approvals or the
enactment of new adverse regulatory requirements may adversely affect the
business of the telecommunications companies. The telecommunications sector can
also be significantly affected by intense competition, including competition
with alternative technologies such as wireless communications, product
compatibility, consumer preferences, rapid obsolescence and research and
development of new products. Other risks include those related to regulatory
changes, such as the uncertainties resulting from such companies'
diversification into new domestic and international businesses, as well as
agreements by any such companies linking future rate increases to inflation or
other factors not directly related to the actual operating profits of the
enterprise.
Non-Correlation Risk. The Fund's return may not match the return of
the Index for a number of reasons. For example, the Fund incurs a number of
operating expenses not applicable to the Index, and incurs costs in buying and
selling securities, especially when rebalancing the Fund's securities holdings
to reflect changes in the composition of the Index. Since the Index constituents
may vary on a quarterly basis, the Fund's costs associated with rebalancing may
be greater than those incurred by other exchange-traded funds that track indices
whose composition changes less frequently.
The Fund may not be fully invested at times, either as a result of cash flows
into the Fund or reserves of cash held by the Fund to meet redemptions and
expenses. If the Fund utilizes a sampling approach or futures or other
derivative positions, its return may not correlate as well with the return on
the Index, as would be the case if it purchased all of the stocks in the Index
with the same weightings as the Index.
Small and Medium-Sized Company Risk. Investing in securities of small and
medium-sized companies involves greater risk than is customarily associated with
investing in more established companies. These companies' stocks may be more
volatile and less liquid than those of more established companies. These stocks
may have returns that vary, sometimes significantly, from the overall stock
market.
License Agreement Term Risk. The Investment Adviser's license agreement with the
Index Provider to use the Index has a five-year term, and is renewable
thereafter on an annual basis. There can be no assurance that the license
agreement will be renewed or extended at the end of that term, or that the
Investment Adviser will be able to enter into another agreement with the Index
Provider to use the Index. If no agreement is entered into at the end of the
five-year term, the Investment Adviser may be required to obtain a replacement
Index Provider on behalf of the Fund.
Replication Management Risk. Unlike many investment companies, the Fund is not
"actively" managed. Therefore, it would not necessarily sell a stock because the
stock's issuer was in financial trouble unless that stock is removed from the
Index.
Issuer-Specific Changes. The value of an individual security or particular type
of security can be more volatile than the market as a whole and can perform
differently from the value of
8 | CLAYMORE EXCHANGE-TRADED FUND TRUST
the market as a whole. The value of securities of smaller issuers can be more
volatile than that of larger issuers.
Non-Diversified Fund Risk. The Fund is considered non-diversified and can invest
a greater portion of assets in securities of individual issuers than a
diversified fund. As a result, changes in the market value of a single
investment could cause greater fluctuations in share price than would occur in a
diversified fund.
Fund Performance
As of the date of this Prospectus, the Fund has not yet completed a full
calendar year of investment operations. When the Fund has completed a full
calendar year of investment operations, this section will include charts that
show annual total returns, highest and lowest quarterly returns and average
annual total returns (before and after taxes) compared to a benchmark index
selected for the Fund.
PROSPECTUS | 9
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund. Investors purchasing Shares in the secondary market will not
pay the shareholder fees shown below, but may be subject to costs (including
customary brokerage commissions) charged by their broker.
--------------------------------------------------------------------------------
Shareholder Fees (paid directly by Authorized Participants)
--------------------------------------------------------------------------------
Sales charges (loads) None
--------------------------------------------------------------------------------
Standard creation/redemption transaction fee per order(1) $ 2,000
--------------------------------------------------------------------------------
Maximum creation/redemption transaction fee per order(1) $ 8,000
--------------------------------------------------------------------------------
|
Annual Fund Operating Expenses(2) (expenses that are deducted from Fund assets)
Management Fees 0.40%
--------------------------------------------------------------------------------
Distribution and service (12b-1) fees(3) --%
--------------------------------------------------------------------------------
Other expenses 6.42%
--------------------------------------------------------------------------------
Total annual Fund operating expenses 6.82%
--------------------------------------------------------------------------------
Expense Waiver and Reimbursements(4) 5.36%
--------------------------------------------------------------------------------
Net Operating Expenses 1.46%
--------------------------------------------------------------------------------
|
(1.) Purchasers of Creation Units and parties redeeming Creation Units must pay
a standard creation or redemption transaction fee of $2,000. If a Creation Unit
is purchased or redeemed outside the usual process through the National
Securities Clearing Corporation or for cash, a variable fee of up to four times
the standard creation or redemption transaction fee may be charged. See the
following discussion of "Creation Transaction Fees and Redemption Transaction
Fees."
(2.) Expressed as a percentage of average net assets.
(3.) The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to
which the Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund's
average daily net assets. However, no such fee is currently paid by the Fund.
(4.) The Fund's Investment Adviser has contractually agreed to waive fees and/or
pay Fund expenses to the extent necessary to prevent the operating expenses of
the Fund (excluding interest expenses, a portion of the Fund's licensing fees,
offering costs, brokerage commissions and other trading expenses, taxes and
extraordinary expenses such as litigation and other expenses not incurred in the
ordinary course of the Fund's business) from exceeding 0.40% of average net
assets per year, at least until December 31, 2011. The offering costs excluded
from the 0.40% expense cap are: (a) legal fees pertaining to the Fund's Shares
offered for sale; (b) SEC and state registration fees; and (c) initial fees paid
to be listed on an exchange. The Trust and the Investment Adviser have entered
into an Expense Reimbursement Agreement (the "Expense Agreement") in which the
Investment Adviser has agreed to waive its management fees and/or pay certain
operating expenses of the Fund in order to maintain the expense ratio of the
Fund at or below 0.40% (excluding the expenses set forth above) (the "Expense
Cap"). For a period of five years subsequent to the Fund's commencement of
operations, the Investment Adviser may recover from the Fund fees and expenses
waived or reimbursed during the prior three years if the Fund's expense ratio,
including the recovered expenses, falls below the Expense Cap.
10 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Example
The following example is intended to help you compare the cost of investing in
the Fund with the costs of investing in other funds. This example does not take
into account transaction fees on purchases and redemptions of Creation Units of
the Fund or customary brokerage commissions that you may pay when purchasing or
selling Shares of the Fund.
The example assumes that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same each year. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:
--------------------------------------------------------------------------------
One Year * Three Years * Five Years* Ten Years*
--------------------------------------------------------------------------------
$149 $462 $1,948 $5,434
--------------------------------------------------------------------------------
|
Creation Transaction Fees and Redemption Transaction Fees
The Fund issues and redeems Shares at NAV only in large blocks of 150,000 Shares
(each block of 150,000 Shares called a "Creation Unit") or multiples thereof. As
a practical matter, only broker-dealers or large institutional investors with
creation and redemption agreements and called Authorized Participants ("APs")
can purchase or redeem these Creation Units. Purchasers of Creation Units at NAV
must pay a standard Creation Transaction Fee of $2,000 per transaction. An AP
who holds Creation Units and wishes to redeem at NAV would also pay a standard
Redemption Fee of $2,000 per transaction. (See "How to Buy and Sell Shares"
later in this Prospectus). APs who hold Creation Units in inventory will also
pay the Annual Fund Operating Expenses described in the table above. Assuming an
investment in a Creation Unit of $3,750,000 and a 5% return each year, and
assuming that the Fund's gross operating expenses remain the same, the total
costs would be $57,719, $175,144, $732,625 and $2,039,935 if the Creation Unit
is redeemed after one year, three years, five years and ten years,
respectively.*
If a Creation Unit is purchased or redeemed outside the usual process through
the National Securities Clearing Corporation or for cash, a variable fee of up
to four times the standard Creation or Redemption Transaction Fee may be charged
to the AP making the transaction.
The creation fee, redemption fee and variable fee are not expenses of the Fund
and do not impact the Fund's expense ratio.
* The costs for the one-year and the three-year examples reflect the Expense
Cap that is in effect until December 31, 2011, as set forth in the
footnotes to the fee table. The costs for the five-year and ten-year
examples do not reflect the Expense Cap after such date.
PROSPECTUS | 11
Claymore/Morningstar Services Super Sector Index ETF
Investment Objective
The Fund seeks investment results that correspond generally to the performance,
before the Fund's fees and expenses, of an equity index called the Morningstar
Services Super Sector Index (the "Services Super Sector Index" or "Index"). The
Fund's investment objective is not fundamental and may be changed by the Board
of Trustees without shareholder approval.
Primary Investment Strategies
The Fund, using a low cost "passive" or "indexing" investment approach, seeks to
replicate, before fees and expenses, the performance of the Services Super
Sector Index. The Index is designed to identify and track companies in
industries whose main source of revenue comes from the provision of services.
Eligible Index securities include the total investable universe of the
healthcare, consumer services, business services and financial services sectors.
Morningstar Inc. ("Morningstar" or the "Index Provider") classifies companies
into the industry that best reflects each company's underlying business
activities based on the largest source of revenue and income. Industry
classification is based on publicly available information about each company,
and is primarily obtained from such company's annual report and Form 10-K. The
securities in the universe are selected using a proprietary methodology
developed by Morningstar. The Fund will at all times invest at least 90% of its
total assets in securities that comprise the Index and investments that have
economic characteristics that are substantially identical to the economic
characteristics of the component securities that comprise the Index. The Fund
has adopted a policy that requires the Fund to provide shareholders with at
least 60 days notice prior to any material change in this policy or the Index.
The Board of Trustees of the Trust may change the Fund's investment strategy and
other policies without shareholder approval, except as otherwise indicated.
The Investment Adviser seeks a correlation over time of 0.95 or better between
the Fund's performance and the performance of the Index. A figure of 1.00 would
represent perfect correlation.
The Fund generally will invest in all of the stocks comprising the Index in
proportion to their weightings in the Index. However, under various
circumstances, it may not be possible or practicable to purchase all of the
stocks in the Index in those weightings. In those circumstances, the Fund may
purchase a sample of the stocks in the Index in proportions expected by the
Investment Adviser to replicate generally the performance of the Index as a
whole. There may also be instances in which the Investment Adviser may choose to
overweight another stock in the Index, purchase (or sell) securities not in the
Index which the Investment Adviser believes are appropriate to substitute for
one or more Index components, or utilize various combinations of other available
investment techniques, in seeking to accurately track the Index. In addition,
from time to time stocks are added to or removed from the Index. The Fund may
sell stocks that are represented in
12 | CLAYMORE EXCHANGE-TRADED FUND TRUST
the Index or purchase stocks that are not yet represented in the Index in
anticipation of their removal from or addition to the Index.
Index Methodology
The Morningstar Services Super Sector Index is designed to identify and track
companies in industries whose main source of revenue comes from the provision of
services. Eligible Index securities include the total investable universe of the
healthcare, consumer services, business services and financial services sectors.
Morningstar classifies companies into the industry that best reflects each
company's underlying business activities based on the largest source of revenue
and income. Industry classification is based on publicly available information
about each company, and is primarily obtained from a company's annual report and
Form 10-K. As of the date of this prospectus, the Index includes companies with
capitalizations between $165 million and $270 billion, which includes small-,
mid- and large-capitalization companies as defined by Morningstar. Morningstar
rebalances the number of free float shares of each constituent security in the
Index quarterly in March, June, September, and December. Immediate rebalancing
occurs if two constituents merge or a company's free float changes by 10% or
more. The Index is reconstituted twice annually in June and December.
Index Construction
Morningstar's Super Sector Index structure represents a unique way to classify
companies based on the broad economic spheres in which they
operate--manufacturing, service, and information. This organization of sectors
is designed to mimic the way economies evolve from dependence on the production
of physical products to the delivery of services, which culminates in the
exchange of information.
1. Index constituents are drawn from the available pool of liquid
U.S.-domiciled stocks that trade on one of the three major exchanges, the
American Stock Exchange, NYSE, and NASDAQ. The following security types
are excluded from the Index: American depositary receipts; bulletin board
stocks; convertible notes; warrants and rights; and limited partnerships.
2. Securities that have more than ten non-trading days in the prior quarter
or that have an average daily trading volume over the preceding six months
that falls in the bottom quartile are excluded. Securities meeting all of
the above-listed criteria are considered for inclusion in the Morningstar
Sector Indexes.
3. Each company is assigned to one of 129 Morningstar industries based on the
firm's primary source of revenue. The industries are classified into one
of 12 sectors. The sectors are organized under one of three Super
Sectors--the Information Economy, the Service Economy, and the
Manufacturing Economy. All of the companies in the Service Economy Super
Sector are included in the Index.
4. Index constituents are weighted according to their free float of shares
outstanding. The free float is defined as a firm's outstanding shares
adjusted for block ownership to reflect only shares available for
investment. The types of block ownership that are considered during float
adjustment are cross ownership, government ownership, private ownership,
and restricted shares.
PROSPECTUS | 13
5. Morningstar rebalances the number of free float shares of each constituent
security in the Index quarterly in March, June, September, and December.
Immediate rebalancing occurs if two constituents merge or a company's free
float changes by 10% or more. The Index is reconstituted (stocks are added
or removed from the Index) twice annually in June and December.
Primary Investment Risks
Investors should consider the following risk factors and special considerations
associated with investing in the Fund, which may cause you to lose money.
Investment Risk. An investment in the Fund is subject to investment risk,
including the possible loss of the entire principal amount that you invest.
Equity Risk. A principal risk of investing in the Fund is equity risk, which is
the risk that the value of the securities held by the Fund will fall due to
general market and economic conditions, perceptions regarding the industries in
which the issuers of securities held by the Fund participate, or factors
relating to specific companies in which the Fund invests. For example, an
adverse event, such as an unfavorable earnings report, may depress the value of
equity securities of an issuer held by the Fund; the price of common stock of an
issuer may be particularly sensitive to general movements in the stock market;
or a drop in the stock market may depress the price of most or all of the common
stocks and other equity securities held by the Fund. In addition, common stock
of an issuer in the Fund's portfolio may decline in price if the issuer fails to
make anticipated dividend payments because, among other reasons, the issuer of
the security experiences a decline in its financial condition. Common stock is
subordinated to preferred stocks, bonds and other debt instruments in a
company's capital structure, in terms of priority to corporate income, and
therefore will be subject to greater dividend risk than preferred stocks or debt
instruments of such issuers. In addition, while broad market measures of common
stocks have historically generated higher average returns than fixed income
securities, common stocks have also experienced significantly more volatility in
those returns.
Health Care Sector Risk. Companies in the health care sector may be susceptible
to government regulation and reimbursement rates. Such companies may also be
heavily dependent on patent protection, with their profitability affected by the
expiration of patents. Companies in the health care sector may also be subject
to expenses and losses from extensive litigation based on product liability and
similar claims, as well as competitive forces that may make it difficult to
raise prices and, in fact, may result in price discounting. The process for
obtaining new product approval by the Food and Drug Administration is long and
costly. Health care service providers may have difficulty obtaining staff to
deliver service, and may be susceptible to product obsolescence. Such companies
also may be characterized by thin capitalization and limited product lines,
markets, financial resources or personnel.
Consumer Services Sector Risk. The success of companies in the consumer services
sector depends heavily on disposable household income and consumer spending.
Companies in the consumer services sector may be subject to severe competition.
Changes in demographics and consumer tastes can also affect the demand for, and
success of, consumer products in the marketplace. Also, the success of food and
soft drink may be strongly affected by fads, marketing campaigns and other
factors affecting supply and demand.
14 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Business Services Sector Risk. Companies in the business services sector can be
significantly affected by competitive pressures, such as technological
developments, fixed-rate pricing, and the ability to attract and retain skilled
employees. The success of companies that provide business-related services is,
in part, subject to continued demand for business services as companies and
other organizations seek alternative, cost-effective means to meet their
economic goals.
Financial Services Sector Risk. The financial services sector is subject to
extensive government regulation, can be subject to relatively rapid change due
to increasingly blurred distinctions between service segments, and can be
significantly affected by availability and cost of capital funds, changes in
interest rates, the rate of corporate and consumer debt defaults, and price
competition.
Non-Correlation Risk. The Fund's return may not match the return of the Index
for a number of reasons. For example, the Fund incurs a number of operating
expenses not applicable to the Index, and incurs costs in buying and selling
securities, especially when rebalancing the Fund's securities holdings to
reflect changes in the composition of the Index. Since the Index constituents
may vary on a quarterly basis, the Fund's costs associated with rebalancing may
be greater than those incurred by other exchange-traded funds that track indices
whose composition changes less frequently.
The Fund may not be fully invested at times, either as a result of cash flows
into the Fund or reserves of cash held by the Fund to meet redemptions and
expenses. If the Fund utilizes a sampling approach or futures or other
derivative positions, its return may not correlate as well with the return on
the Index, as would be the case if it purchased all of the stocks in the Index
with the same weightings as the Index.
Small and Medium-Sized Company Risk. Investing in securities of small and
medium-sized companies involves greater risk than is customarily associated with
investing in more established companies. These companies' stocks may be more
volatile and less liquid than those of more established companies. These stocks
may have returns that vary, sometimes significantly, from the overall stock
market.
License Agreement Term Risk. The Investment Adviser's license agreement with the
Index Provider to use the Index has a five-year term, and is renewable
thereafter on an annual basis. There can be no assurance that the license
agreement will be renewed or extended at the end of that term, or that the
Investment Adviser will be able to enter into another agreement with the Index
Provider to use the Index. If no agreement is entered into at the end of the
five-year term, the Investment Adviser may be required to obtain a replacement
Index Provider on behalf of the Fund.
Replication Management Risk. Unlike many investment companies, the Fund is not
"actively" managed. Therefore, it would not necessarily sell a stock because the
stock's issuer was in financial trouble unless that stock is removed from the
Index.
Issuer-Specific Changes. The value of an individual security or particular type
of security can be more volatile than the market as a whole and can perform
differently from the value of the market as a whole. The value of securities of
smaller issuers can be more volatile than that of larger issuers.
Non-Diversified Fund Risk. The Fund is considered non-diversified and can invest
a greater portion of assets in securities of individual issuers than a
diversified fund. As a result,
PROSPECTUS | 15
changes in the market value of a single investment could cause greater
fluctuations in share price than would occur in a diversified fund.
Fund Performance
As of the date of this Prospectus, the Fund has not yet completed a full
calendar year of investment operations. When the Fund has completed a full
calendar year of investment operations, this section will include charts that
show annual total returns, highest and lowest quarterly returns and average
annual total returns (before and after taxes) compared to a benchmark index
selected for the Fund.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund. Investors purchasing Shares in the secondary market will not
pay the shareholder fees shown below, but may be subject to costs (including
customary brokerage commissions) charged by their broker.
--------------------------------------------------------------------------------
Shareholder Fees (paid directly by Authorized Participants)
--------------------------------------------------------------------------------
Sales charges (loads) None
--------------------------------------------------------------------------------
Standard creation/redemption transaction fee per order(1) $ 5,500
--------------------------------------------------------------------------------
Maximum creation/redemption transaction fee per order(1) $ 22,000
--------------------------------------------------------------------------------
|
Annual Fund Operating Expenses(2) (expenses that are deducted from Fund assets)
Management Fees 0.40%
--------------------------------------------------------------------------------
Distribution and service (12b-1) fees(3) --%
--------------------------------------------------------------------------------
Other expenses 6.68%
--------------------------------------------------------------------------------
Total annual Fund operating expenses 7.08%
--------------------------------------------------------------------------------
Expense Waiver and Reimbursements(4) 5.57%
--------------------------------------------------------------------------------
Net Operating Expenses 1.51%
--------------------------------------------------------------------------------
|
(1.) Purchasers of Creation Units and parties redeeming Creation Units must pay
a standard creation or redemption transaction fee of $5,500. If a Creation Unit
is purchased or redeemed outside the usual process through the National
Securities Clearing Corporation or for cash, a variable fee of up to four times
the standard creation or redemption transaction fee may be charged. See the
following discussion of "Creation Transaction Fees and Redemption Transaction
Fees."
(2.) Expressed as a percentage of average net assets.
(3.) The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to
which the Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund's
average daily net assets. However, no such fee is currently paid by the Fund.
(4.) The Fund's Investment Adviser has contractually agreed to waive fees and/or
pay Fund expenses to the extent necessary to prevent the operating expenses of
the Fund (excluding interest expenses, a portion of the Fund's licensing fees,
offering costs, brokerage commissions and other trading expenses, taxes and
extraordinary expenses such as litigation and other expenses not incurred in the
ordinary course of the Fund's business) from exceeding 0.40% of average net
assets per year, at least until December 31, 2011. The offering costs excluded
from the 0.40% expense cap are: (a) legal fees pertaining to the Fund's Shares
offered for sale; (b) SEC and state registration fees; and (c) initial fees paid
to be listed on an exchange. The Trust and the Investment Adviser have entered
into an Expense Reimbursement Agreement (the "Expense Agreement") in which the
Investment Adviser has agreed to waive its management fees and/or pay certain
operating
16 | CLAYMORE EXCHANGE-TRADED FUND TRUST
expenses of the Fund in order to maintain the expense ratio of the Fund at or
below 0.40% (excluding the expenses set forth above) (the "Expense Cap"). For a
period of five years subsequent to the Fund's commencement of operations, the
Investment Adviser may recover from the Fund fees and expenses waived or
reimbursed during the prior three years if the Fund's expense ratio, including
the recovered expenses, falls below the Expense Cap.
Example
The following example is intended to help you compare the cost of investing in
the Fund with the costs of investing in other funds. This example does not take
into account transaction fees on purchases and redemptions of Creation Units of
the Fund or customary brokerage commissions that you pay when purchasing or
selling Shares of the Fund.
The example assumes that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same each year. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:
--------------------------------------------------------------------------------
One Year * Three Years * Five Years* Ten Years*
--------------------------------------------------------------------------------
$154 $477 $2,014 $5,586
--------------------------------------------------------------------------------
|
Creation Transaction Fees and Redemption Transaction Fees
The Fund issues and redeems Shares at NAV only in large blocks of 150,000 Shares
(each block of 150,000 Shares called a "Creation Unit") or multiples thereof. As
a practical matter, only broker-dealers or large institutional investors with
creation and redemption agreements and called Authorized Participants ("APs")
can purchase or redeem these Creation Units. Purchasers of Creation Units at NAV
must pay a standard Creation Transaction Fee of $5,500 per transaction. An AP
who holds Creation Units and wishes to redeem at NAV would also pay a standard
Redemption Fee of $5,500 per transaction. See "How to Buy and Sell Shares" later
in this Prospectus). APs who hold Creation Units in inventory will also pay the
Annual Fund Operating Expenses described in the table above. Assuming an
investment in a Creation Unit of $3,750,000 and a 5% return each year, and
assuming that the Fund's gross operating expenses remain the same, the total
costs would be $63,133, $184,442, $760,822 and $2,100,088 if the Creation Unit
is redeemed after one year, three years, five years and ten years,
respectively.*
If a Creation Unit is purchased or redeemed outside the usual process through
the National Securities Clearing Corporation or for cash, a variable fee of up
to four times the standard Creation or Redemption Transaction Fee may be charged
to the AP making the transaction.
The creation fee, redemption fee and variable fee are not expenses of the Fund
and do not impact the Fund's expense ratio.
* The costs for the one-year and the three-year examples reflect the Expense
Cap that is in effect until December 31, 2011, as set forth in the
footnotes to the fee table. The costs for the five-year and ten-year
examples do not reflect the Expense Cap after such date.
PROSPECTUS | 17
Claymore/Morningstar Manufacturing Super Sector Index ETF
Investment Objective
The Fund seeks investment results that correspond generally to the performance,
before the Fund's fees and expenses, of an equity index called the Morningstar
Manufacturing Super Sector Index (the "Index"). The Fund's investment objective
is not fundamental and may be changed by the Board of Trustees without
shareholder approval.
Primary Investment Strategies
The Fund, using a low cost "passive" or "indexing" investment approach, seeks to
replicate, before fees and expenses, the performance of the Morningstar
Manufacturing Super Sector Index. The Index is designed to identify and track
companies in "smokestack" industries that process raw materials into physical
goods that are sold into industrial and consumer markets. Eligible Index
securities include the total investable universe of the consumer goods,
industrial materials, energy and utilities sectors. Morningstar Inc.
("Morningstar" or the "Index Provider") classifies companies into the industry
that best reflects each company's underlying business activities based on the
largest source of revenue and income. Industry classification is based on
publicly available information about each company, and is primarily obtained
from such company's annual report and Form 10-K. The securities in the universe
are selected using a proprietary methodology developed by Morningstar. The Fund
will at all times invest at least 90% of its total assets in securities that
comprise the Index and investments that have economic characteristics that are
substantially identical to the economic characteristics of the component
securities that comprise the Index. The Fund has adopted a policy that requires
the Fund to provide shareholders with at least 60 days notice prior to any
material change in this policy or the Index. The Board of Trustees of the Trust
may change the Fund's investment strategy and other policies without shareholder
approval, except as otherwise indicated.
The Investment Adviser seeks a correlation over time of 0.95 or better between
the Fund's performance and the performance of the Index. A figure of 1.00 would
represent perfect correlation.
The Fund generally will invest in all of the stocks comprising the Index in
proportion to their weightings in the Index. However, under various
circumstances, it may not be possible or practicable to purchase all of the
stocks in the Index in those weightings. In those circumstances, the Fund may
purchase a sample of the stocks in the Index in proportions expected by the
Investment Adviser to replicate generally the performance of the Index as a
whole. There may also be instances in which the Investment Adviser may choose to
overweight another stock in the Index, purchase (or sell) securities not in the
Index which the Investment Adviser believes are appropriate to substitute for
one or more Index components, or utilize various combinations of other available
investment techniques, in seeking to accurately track the Index. In addition,
from time to time stocks are added to or removed from the Index. The Fund may
sell stocks that are represented in the Index or purchase stocks that are not
yet represented in the Index in anticipation of their removal from or addition
to the Index.
18 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Index Methodology
The Morningstar Manufacturing Super Sector Index is designed to identify and
track companies in "smokestack" industries that process raw materials into
physical goods that are sold into industrial and consumer markets. Eligible
Index securities include the total investable universe of the consumer goods,
industrial materials, energy and utilities sectors. Morningstar classifies
companies into the industry that best reflects each company's underlying
business activities based on the largest source of revenue and income. Industry
classification is based on publicly available information about each company,
and is primarily obtained from a company's annual report and Form 10-K. As of
the date of this prospectus, the Index includes companies with capitalizations
between $300 million and $450 billion, which includes small-, mid- and
large-capitalization companies as defined by Morningstar. Morningstar rebalances
the number of free float shares of each constituent security in the Index
quarterly in March, June, September, and December. Immediate rebalancing occurs
if two constituents merge or a company's free float changes by 10% or more. The
Index is reconstituted twice annually in June and December.
Index Construction
Morningstar's Super Sector Index structure represents a unique way to classify
companies based on the broad economic spheres in which they
operate--manufacturing, service, and information. This organization of sectors
is designed to mimic the way economies evolve from dependence on the production
of physical products to the delivery of services, which culminates in the
exchange of information.
1. Index constituents are drawn from the available pool of liquid
U.S.-domiciled stocks that trade on one of the three major exchanges, the
American Stock Exchange, NYSE, and NASDAQ. The following security types
are excluded from the Index: American depositary receipts; bulletin board
stocks; convertible notes; warrants and rights; and limited partnerships.
2. Securities that have more than ten non-trading days in the prior quarter
or that have an average daily trading volume over the preceding six months
that falls in the bottom quartile are excluded. Securities meeting all of
the above-listed criteria are considered for inclusion in the Morningstar
Sector Indexes.
3. Each company is assigned to one of 129 Morningstar industries based on the
firm's primary source of revenue. The industries are classified into one
of 12 sectors. The sectors are organized under one of three Super
Sectors--the Information Economy, the Service Economy, and the
Manufacturing Economy. All of the companies in the Manufacturing Economy
Super Sector are included in the Index.
4. Index constituents are weighted according to their free float of shares
outstanding. The free float is defined as a firm's outstanding shares
adjusted for block ownership to reflect only shares available for
investment. The types of block ownership that are considered during float
adjustment are cross ownership, government ownership, private ownership,
and restricted shares.
5. Morningstar rebalances the number of free float shares of each constituent
security in the Index quarterly in March, June, September, and December.
Immediate rebalancing occurs if two constituents merge or a company's free
float changes by 10% or more.
PROSPECTUS | 19
The Index is reconstituted (stocks are added or removed from the Index)
twice annually in June and December.
Primary Investment Risks
Investors should consider the following risk factors and special considerations
associated with investing in the Fund, which may cause you to lose money.
Investment Risk. An investment in the Fund is subject to investment risk,
including the possible loss of the entire principal amount that you invest.
Equity Risk. A principal risk of investing in the Fund is equity risk, which is
the risk that the value of the securities held by the Fund will fall due to
general market and economic conditions, perceptions regarding the industries in
which the issuers of securities held by the Fund participate, or factors
relating to specific companies in which the Fund invests. For example, an
adverse event, such as an unfavorable earnings report, may depress the value of
equity securities of an issuer held by the Fund; the price of common stock of an
issuer may be particularly sensitive to general movements in the stock market;
or a drop in the stock market may depress the price of most or all of the common
stocks and other equity securities held by the Fund. In addition, common stock
of an issuer in the Fund's portfolio may decline in price if the issuer fails to
make anticipated dividend payments because, among other reasons, the issuer of
the security experiences a decline in its financial condition. Common stock is
subordinated to preferred stocks, bonds and other debt instruments in a
company's capital structure, in terms of priority to corporate income, and
therefore will be subject to greater dividend risk than preferred stocks or debt
instruments of such issuers. In addition, while broad market measures of common
stocks have historically generated higher average returns than fixed income
securities, common stocks have also experienced significantly more volatility in
those returns.
Consumer Goods Sector Risk. Companies engaged in the manufacture and
distribution of consumer goods are subject to vast fluctuations in supply and
demand. These companies may also be adversely affected by changes in consumer
spending as a result of world events, political and economic conditions,
commodity price volatility, changes in exchange rates, imposition of import
controls, increased competition, depletion of resources and labor relations.
Companies in this sector are subject to government regulation affecting the
permissibility of using various food additives and production methods, which
regulations could affect company profitability. Tobacco companies may be
adversely affected by the adoption of proposed legislation and/or by litigation.
Also, the success of food and soft drink may be strongly affected by fads,
marketing campaigns and other factors affecting supply and demand.
Industrial Materials Sector Risk. The companies in the industrial materials
sector can be significantly affected by the level and volatility of commodity
prices, the exchange value of the dollar, import controls, worldwide
competition, liability for environmental damage, depletion of resources, and
mandated expenditures for safety and pollution control. The stock prices of
companies in the industrial materials sector are affected by supply and demand
both for their specific product or service and for industrial materials sector
products in general. Government regulation, world events and economic conditions
may affect the performance of companies in the industrial materials sector.
Companies in the industrial materials sector may be at risk for product
liability claims.
20 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Energy Sector Risk. The profitability of companies in the energy sector is
related to worldwide energy prices, exploration, and production spending. Such
companies also are subject to risks of changes in exchange rates, government
regulation, world events, depletion of resources and economic conditions, as
well as market, economic and political risks of the countries where energy
companies are located or do business. Oil and gas exploration and production can
be significantly affected by natural disasters. Companies in the energy sector
may be adversely affected by changes in exchange rates, interest rates,
government regulation, world events, and economic conditions. Oil exploration
and production companies may be at risk for environmental damage claims.
Utilities Sector Risk. The rates that traditional regulated utility companies
may charge their customers generally are subject to review and limitation by
governmental regulatory commissions. Although rate changes of a utility usually
fluctuate in approximate correlation with financing costs due to political and
regulatory factors, rate changes ordinarily occur only following a delay after
the changes in financing costs. This factor will tend to favorably affect a
regulated utility company's earnings and dividends in times of decreasing costs,
but conversely, will tend to adversely affect earnings and dividends when costs
are rising. The value of regulated utility debt securities (and, to a lesser
extent, equity securities) tends to have an inverse relationship to the movement
of interest rates. Certain utility companies have experienced full or partial
deregulation in recent years. These utility companies are frequently more
similar to industrial companies in that they are subject to greater competition
and have been permitted by regulators to diversify outside of their original
geographic regions and their traditional lines of business. These opportunities
may permit certain utility companies to earn more than their traditional
regulated rates of return. Some companies, however, may be forced to defend
their core business and may be less profitable.
Among the risks that may affect utility companies are the following: risks of
increases in fuel and other operating costs; the high cost of borrowing to
finance capital construction during inflationary periods; restrictions on
operations and increased costs and delays associated with compliance with
environmental and nuclear safety regulations; and the difficulties involved in
obtaining natural gas for resale or fuel for generating electricity at
reasonable prices. Other risks include those related to the construction and
operation of nuclear power plants; the effects of energy conservation and the
effects of regulatory changes.
Non-Correlation Risk. The Fund's return may not match the return of the Index
for a number of reasons. For example, the Fund incurs a number of operating
expenses not applicable to the Index, and incurs costs in buying and selling
securities, especially when rebalancing the Fund's securities holdings to
reflect changes in the composition of the Index. Since the Index constituents
may vary on a quarterly basis, the Fund's costs associated with rebalancing may
be greater than those incurred by other exchange-traded funds that track indices
whose composition changes less frequently.
The Fund may not be fully invested at times, either as a result of cash flows
into the Fund or reserves of cash held by the Fund to meet redemptions and
expenses. If the Fund utilizes a sampling approach or futures or other
derivative positions, its return may not correlate as well with the return on
the Index, as would be the case if it purchased all of the stocks in the Index
with the same weightings as the Index.
Small and Medium-Sized Company Risk. Investing in securities of small and
medium-sized companies involves greater risk than is customarily associated with
investing in more
PROSPECTUS | 21
established companies. These companies' stocks may be more volatile and less
liquid than those of more established companies. These stocks may have returns
that vary, sometimes significantly, from the overall stock market.
License Agreement Term Risk. The Investment Adviser's license agreement with the
Index Provider to use the Index has a five-year term, and is renewable
thereafter on an annual basis. There can be no assurance that the license
agreement will be renewed or extended at the end of that term, or that the
Investment Adviser will be able to enter into another agreement with the Index
Provider to use the Index. If no agreement is entered into at the end of the
five-year term, the Investment Adviser may be required to obtain a replacement
Index Provider on behalf of the Fund.
Replication Management Risk. Unlike many investment companies, the Fund is not
"actively" managed. Therefore, it would not necessarily sell a stock because the
stock's issuer was in financial trouble unless that stock is removed from the
Index.
Issuer-Specific Changes. The value of an individual security or particular type
of security can be more volatile than the market as a whole and can perform
differently from the value of the market as a whole. The value of securities of
smaller issuers can be more volatile than that of larger issuers.
Non-Diversified Fund Risk. The Fund is considered non-diversified and can invest
a greater portion of assets in securities of individual issuers than a
diversified fund. As a result, changes in the market value of a single
investment could cause greater fluctuations in share price than would occur in a
diversified fund.
Fund Performance
As of the date of this Prospectus, the Fund has not yet completed a full
calendar year of investment operations. When the Fund has completed a full
calendar year of investment operations, this section will include charts that
show annual total returns, highest and lowest quarterly returns and average
annual total returns (before and after taxes) compared to a benchmark index
selected for the Fund.
22 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund. Investors purchasing Shares in the secondary market will not
pay the shareholder fees shown below, but may be subject to costs (including
customary brokerage commissions) charged by their broker.
--------------------------------------------------------------------------------
Shareholder Fees (paid directly by Authorized Participants)
--------------------------------------------------------------------------------
Sales charges (loads) None
--------------------------------------------------------------------------------
Standard creation/redemption transaction fee per order(1) $ 3,500
--------------------------------------------------------------------------------
Maximum creation/redemption transaction fee per order(1) $14,000
--------------------------------------------------------------------------------
|
Annual Fund Operating Expenses(2) (expenses that are deducted from Fund assets)
Management Fees 0.40%
--------------------------------------------------------------------------------
Distribution and service (12b-1) fees(3) --%
--------------------------------------------------------------------------------
Other expenses 5.91%
--------------------------------------------------------------------------------
Total annual Fund operating expenses 6.31%
--------------------------------------------------------------------------------
Expense Waiver and Reimbursements(4) 4.92%
--------------------------------------------------------------------------------
Net Operating Expenses 1.39%
--------------------------------------------------------------------------------
|
(1.) Purchasers of Creation Units and parties redeeming Creation Units must pay
a standard creation or redemption transaction fee of $3,500. If a Creation Unit
is purchased or redeemed outside the usual process through the National
Securities Clearing Corporation or for cash, a variable fee of up to four times
the standard creation or redemption transaction fee may be charged. See the
following discussion of "Creation Transaction Fees and Redemption Transaction
Fees."
(2.) Expressed as a percentage of average net assets.
(3.) The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to
which the Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund's
average daily net assets. However, no such fee is currently paid by the Fund.
(4.) The Fund's Investment Adviser has contractually agreed to waive fees and/or
pay Fund expenses to the extent necessary to prevent the operating expenses of
the Fund (excluding interest expenses, a portion of the Fund's licensing fees,
offering costs, brokerage commissions and other trading expenses, taxes and
extraordinary expenses such as litigation and other expenses not incurred in the
ordinary course of the Fund's business) from exceeding 0.40% of average net
assets per year, at least until December 31, 2011. The offering costs excluded
from the 0.40% expense cap are: (a) legal fees pertaining to the Fund's Shares
offered for sale; (b) SEC and state registration fees; and (c) initial fees paid
to be listed on an exchange. The Trust and the Investment Adviser have entered
into an Expense Reimbursement Agreement (the "Expense Agreement") in which the
Investment Adviser has agreed to waive its management fees and/or pay certain
operating expenses of the Fund in order to maintain the expense ratio of the
Fund at or below 0.40% (excluding the expenses set forth above) (the "Expense
Cap"). For a period of five years subsequent to the Fund's commencement of
operations, the Investment Adviser may recover from the Fund fees and expenses
waived or reimbursed during the prior three years if the Fund's expense ratio,
including the recovered expenses, falls below the Expense Cap.
PROSPECTUS | 23
Example
The following example is intended to help you compare the cost of investing in
the Fund with the costs of investing in other funds. This example does not take
into account transaction fees on purchases and redemptions of Creation Units of
the Fund or customary brokerage commissions that you pay when purchasing or
selling Shares of the Fund.
The example assumes that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same each year. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:
--------------------------------------------------------------------------------
One Year * Three Years * Five Years* Ten Years*
--------------------------------------------------------------------------------
$142 $440 $1,825 $5,133
--------------------------------------------------------------------------------
|
Creation Transaction Fees and Redemption Transaction Fees
The Fund issues and redeems Shares at NAV only in large blocks of 150,000 Shares
(each block of 150,000 Shares called a "Creation Unit") or multiples thereof. As
a practical matter, only broker-dealers or large institutional investors with
creation and redemption agreements and called Authorized Participants ("APs")
can purchase or redeem these Creation Units. Purchasers of Creation Units at NAV
must pay a standard Creation Transaction Fee of $3,500 per transaction. An AP
who holds Creation Units and wishes to redeem at NAV would also pay a standard
Redemption Fee of $3,500 per transaction. See "How to Buy and Sell Shares" later
in this Prospectus). APs who hold Creation Units in inventory will also pay the
Annual Fund Operating Expenses described in the table above. Assuming an
investment in a Creation Unit of $3,750,000 and a 5% return each year, and
assuming that the Fund's gross operating expenses remain the same, the total
costs would be $56,566, $168,514, $688,016 and $1,928,382 if the Creation Unit
is redeemed after one year, three years, five years and ten years,
respectively.*
If a Creation Unit is purchased or redeemed outside the usual process through
the National Securities Clearing Corporation or for cash, a variable fee of up
to four times the standard Creation or Redemption Transaction Fee may be charged
to the AP making the transaction.
The creation fee, redemption fee and variable fee are not expenses of the Fund
and do not impact the Fund's expense ratio.
* The costs for the one-year and the three-year examples reflect the Expense
Cap that is in effect until December 31, 2011, as set forth in the
footnotes to the fee table. The costs for the five-year and ten-year
examples do not reflect the Expense Cap after such date.
24 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Claymore U.S. Capital Markets Bond ETF
Investment Objective
The Fund seeks investment results that correspond generally to the performance,
before the Fund's fees and expenses, of a fixed income securities index called
CPMKTB - The Capital Markets Bond Index(SM) (the "CPMKTB Index" or the "Index").
The Fund's investment objective is not fundamental and may be changed by the
Board of Trustees without shareholder approval.
Primary Investment Strategies
The Fund, using a low cost "passive" or "indexing" investment approach, seeks to
replicate, before fees and expenses, the performance of the CPMKTB Index. The
Index is a total return index comprised of approximately 6,195 long-term U.S.
investment grade fixed income securities as of August 31, 2008. The number of
securities included in the Index has ranged from approximately 5,700 to 7,800
securities in the previous ten year period; however, the number of securities
included in the Index varies from month to month and may be higher or lower than
the historical range. Securities eligible for inclusion in the Index, as
determined by Dorchester Capital Management LLC ("Dorchester" or the "Index
Provider") are long-term fixed income securities (defined as those with
redemption dates greater than one year from the start of the month as determined
by yield to worst calculation), including U.S. Treasury securities, U.S. federal
agency and other government sponsored entities' fixed income securities,
investment grade U.S. corporate fixed income securities and U.S. agency mortgage
pass-through securities such as those issued by the Government National Mortgage
Association ("GNMA"), the Federal National Mortgage Association ("FNMA"), and
the Federal Home Loan Mortgage Corporation ("FHLMC") that are backed by pools of
mortgages. The Index may also include U.S. registered, dollar-denominated bonds
of foreign corporations, governments, agencies and supra-national agencies. The
Fund will at all times invest at least 80% of its total assets in fixed income
securities that comprise the Index and investments that have economic
characteristics that are substantially identical to the economic characteristics
of the component securities that comprise the Index. The Fund also will normally
invest at least 80% of its net assets in U.S. fixed income securities. The Fund
has adopted a policy that requires the Fund to provide shareholders with at
least 60 days notice prior to any material change in these policies or the
Index. The Board of Trustees of the Trust may change the Fund's investment
strategy and other policies without shareholder approval, except as otherwise
indicated.
The Investment Subadviser seeks a correlation over time of 0.95 or better
between the Fund's performance and the performance of the total return of the
Index less any expenses or distributions. A figure of 1.00 would represent
perfect correlation.
The Fund expects to use a sampling approach in seeking to achieve its objective.
Sampling means that the Investment Subadviser uses quantitative analysis to
select securities from the Index universe to obtain a representative sample of
securities that resemble the Index in terms of key risk factors, performance
attributes and other characteristics. These include maturity, credit quality and
other financial characteristics of securities. The quantity of
PROSPECTUS | 25
holdings in the Fund will be based on a number of factors, including asset size
of the Fund. However, the Fund may use replication to achieve its objective if
practicable. There may also be instances in which the Investment Subadviser may
choose to overweight another security in the Index, purchase (or sell)
securities not in the Index which the Investment Subadviser believes are
appropriate to substitute for one or more Index components, or utilize various
combinations of other available investment techniques, in seeking to accurately
track the Index. In addition, from time to time securities are added to or
removed from the Index. The Fund may sell securities that are represented in the
Index or purchase securities that are not yet represented in the Index in
anticipation of their removal from or addition to the Index.
Index Methodology
The Index is designed to represent the traditional investment grade securities
in the United States long-term fixed income capital markets. Securities eligible
for inclusion in the Index are long-term fixed income securities, including
long-term U.S. Treasury fixed income securities, long-term U.S. federal agency
and other government-sponsored entities' fixed income securities, long-term
investment grade U.S. corporate fixed income securities, and long-term
government-sponsored enterprise backed mortgage pooled securities. The Index may
also include U.S. registered, dollar-denominated bonds of foreign corporations,
governments, agencies and supra-national agencies. Securities are selected to
ensure a diversity of duration by selecting securities in each of the following
maturity ranges: one to two and a half years, two and a half to four years, four
to six years, six to eight years, eight to twelve years, twelve to twenty years,
and greater than twenty years. Securities are selected from each maturity range
such that each range is represented by total assets proportional to the relative
market value of each maturity range. The Index is reconstituted monthly.
The Index is designed to be a long-term measure of the performance of the U.S.
investment grade bond markets. The Index is part of the CPMKTS(SM) family of
indexes that is designed to measure the major components of the U.S. investment
grade fixed income securities and the common stocks in the capital markets. The
CPMKTS(SM) family of indexes includes the Index and the following additional
indexes: CPMKTE - The Capital Markets Equity Index(SM), which is designed to be
a long-term measure of the U.S. common stock markets; CPMKTL - The Capital
Markets Liquidity Index(SM), which is designed to be a long-term measure of the
U.S. investment grade micro-term fixed income and money markets; and CPMKTS -
The Capital Markets Index(SM), which is designed to be a long-term measure of
the U.S. investment grade capital markets as represented by the CPMKTB, CPMKTE,
and CPMKTL indexes.
Index Construction
1. The Index is reconstituted monthly. The Index constituents are determined
based on closing data on the fifth business day before the start of the
month. Index constituents are finalized on the last calendar day before
the beginning of the month and go into effect on the first day of the new
month.
2. All long-term U.S. Treasury fixed income securities (defined as those with
redemption dates greater than one year from the start of the month as
determined by yield to
26 | CLAYMORE EXCHANGE-TRADED FUND TRUST
worst calculation) are included in the Index. U.S. Treasury
Inflation-Protected Securities ("TIPS") are not included.
3. A selection of long-term U.S. federal agency fixed income securities
(defined as those with redemption dates greater than one year from the
start of the month as determined by yield to worst calculation) are
selected as Index constituents using a rules-based methodology. The
methodology is designed to select representative issues from each of the
five largest agencies and government sponsored entities: FNMA, Federal
Home Loan Banks ("FHLB"), FHLMC, Federal Farm Credit Banks ("FFCB"), and
the SLM Corporation ("SLMA"), as well as fixed income securities from
other federal agencies. Securities are selected to ensure a diversity of
duration by selecting securities in each of the following maturity ranges:
one to two and a half years, two and a half to four years, four to six
years, six to eight years, eight to twelve years, twelve to twenty years,
and greater than twenty years. Securities are selected for inclusion in
the Index from each maturity range such that each range is represented by
total assets proportional to the relative market value of each maturity
range.
4. A selection of long-term investment grade U.S. corporate fixed income
securities (defined as those with redemption dates greater than one year
from the start of the month as determined by yield to worst calculation)
are selected as Index constituents using a rules-based methodology. The
rules-based methodology is designed to select securities ensuring a
diversity of industry, duration, and rating. Seven industry
classifications are represented: consumer goods, consumer services,
manufacturing and wholesale trade, mining and construction, transportation
and utilities, financial and insurance, and business services. Ratings
from the major rating agencies are employed by Dorchester to assign
securities to one of six rating tiers based upon a rules-based
methodology. Four of these tiers are for investment grade issues, one for
high yield issues, and the final one for non-rated issues. Only securities
from the four investment grade tiers are considered for inclusion in the
Index. To ensure a diversity of duration securities are selected in each
of the following maturity ranges: one to two and a half years, two and a
half to four years, four to six years, six to eight years, eight to twelve
years, twelve to twenty years, and greater than twenty years. Securities
are selected from each maturity range such that each range is represented
by total assets proportional to the relative market value of each maturity
range.
5. Using a rules-based methodology, long-term mortgage pass-through
securities ("MBS") issued by federal agencies are selected which have a
fixed rate coupon, maturity date greater than 1 year from the start of the
month, and which currently are trading in "TBA transactions." "TBA
transactions" are purchases or sales of MBS for future settlement at an
agreed-upon date. TBA transactions aid in the liquidity and pricing
efficiency of MBS because they enable different MBS with similar
characteristics to be traded interchangeably according to commonly
observed settlement and delivery conventions.
Eligible pools are grouped into generic securities ("Mortgage Generic")
based on the agency's program, current coupon and production year. The
programs considered are 5 year balloons, 7 year balloons, 15 year fixed
and 30 year fixed taken from the FHLMC, FNMA and GNMA programs. Coupon
values are designed to represent a majority of the market and the range of
allowable values is updated monthly.
PROSPECTUS | 27
6. The weight of each of the Index constituents is set based upon modified
market value on the last calendar day before the start of the month. The
market value is modified based upon regularly published statistics from
the Federal Reserve Board.
Primary Investment Risks
Investors should consider the following risk factors and special considerations
associated with investing in the Fund, which may cause you to lose money.
Investment Risk. An investment in the Fund is subject to investment risk,
including the possible loss of the entire principal amount that you invest.
Asset Class Risk. The bonds in the Fund's portfolio may underperform the returns
of other bonds or indexes that track other industries, markets, asset classes or
sectors. Different types of bonds and indexes tend to go through different
performance cycles than the general bond market.
Call Risk/Prepayment Risk. During periods of falling interest rates, an issuer
of a callable bond may exercise its right to pay principal on an obligation
earlier than expected. This may result in the Fund's having to reinvest proceeds
at lower interest rates, resulting in a decline in the Fund's income.
Credit/Default Risk. Credit risk is the risk that issuers or guarantors of debt
instruments or the counterparty to a derivatives contract, repurchase agreement
or loan of portfolio securities is unable or unwilling to make timely interest
and/or principal payments or otherwise honor its obligations. Debt instruments
are subject to varying degrees of credit risk, which may be reflected in credit
ratings. Securities issued by the U.S. government have limited credit risk.
However, securities issued by certain U.S. government agencies are not
necessarily backed by the full faith and credit of the U.S. government. Credit
rating downgrades and defaults (failure to make interest or principal payment)
may potentially reduce the Fund's income and share price.
Derivatives Risk. A derivative is a financial contract, whose value depends on,
or is derived from, the value of an underlying asset such as a security or
index. The Fund may invest in certain types of derivatives contracts, including
futures, options and swaps. Compared to conventional securities, derivatives can
be more sensitive to changes in interest rates or to sudden fluctuations in
market prices and thus the Fund's losses may be greater if it invests in
derivatives.
Extension Risk. Extension risk is the risk that an issuer will exercise its
right to pay principal on an obligation later than expected. This may happen
when there is a rise in interest rates. Under these circumstances, the value of
the obligation will decrease and the Fund's performance may suffer from its
inability to invest in higher yielding securities.
Foreign Issuers Risk. The Fund may invest in U.S. registered, dollar-denominated
bonds of foreign corporations, governments, agencies and supra-national agencies
which have different risks than investing in U.S. companies. These include
differences in accounting, auditing and financial reporting standards, the
possibility of expropriation or confiscatory taxation, adverse changes in
investment or exchange control regulations, political instability which could
affect U.S. investments in foreign countries, and potential restrictions of the
flow of international capital. Foreign companies may be subject to less
governmental regulation than U.S. issuers. Moreover, individual foreign
economies may
28 | CLAYMORE EXCHANGE-TRADED FUND TRUST
differ favorably or unfavorably from the U.S. economy in such respects as growth
of gross domestic product, rate of inflation, capital investment, resource self-
sufficiency and balance of payment options.
Income Risk. Income risk is the risk that falling interest rates will cause the
Fund's income to decline.
Interest Rate Risk. As interest rates rise, the value of fixed-income securities
held by the Fund are likely to decrease. Securities with longer durations tend
to be more sensitive to interest rate changes, making them more volatile than
securities with shorter durations.
Liquidity Risk. Liquidity risk exists when particular investments are difficult
to purchase or sell. If the Fund invests in illiquid securities or securities
that become illiquid, Fund returns may be reduced because the Fund may be unable
to sell the illiquid securities at an advantageous time or price.
Mortgage-Backed Securities Risk. The Fund may invest in mortgage-backed
securities issued by FNMA, GNMA or FHLMC. Mortgage-backed securities are subject
to prepayment risk and extension risk (as described above) and may react
differently to changes in interest rates than other bonds, which may
significantly reduce their value.
There is also risk associated with the roll market for mortgage-backed
securities. First, the value and safety of the roll depends entirely upon the
counterparty's ability to redeliver the security at the termination of the roll.
Therefore, the counterparty to a roll must meet the same credit criteria as any
existing repurchase counterparty. Second, the security which is redelivered at
the end of the roll period must be substantially the same as the initial
security, i.e., must have the same coupon, be issued by the same agency and be
of the same type, have the same original stated term to maturity, be priced to
result in similar market yields and be "good delivery." Within these parameters,
however, the actual pools that are redelivered could be less desirable than
those originally rolled, especially with respect to prepayment characteristics.
Finance Services Sector Risk. The financial services industries are subject to
extensive government regulation, can be subject to relatively rapid change due
to increasingly blurred distinctions between service segments, and can be
significantly affected by availability and cost of capital funds, changes in
interest rates, the rate of corporate and consumer debt defaults, and price
competition.
Non-Correlation Risk. The Fund's return may not match the return of the Index
for a number of reasons. For example, the Fund incurs a number of operating
expenses not applicable to the Index, and incurs costs in buying and selling
securities, especially when rebalancing the Fund's securities holdings to
reflect changes in the composition of the Index. Since the Index constituents
may vary on a monthly basis, the Fund's costs associated with rebalancing may be
greater than those incurred by other exchange-traded funds that track indices
whose composition changes less frequently.
The Fund may not be fully invested at times, either as a result of cash flows
into the Fund or reserves of cash held by the Fund to meet redemptions and
expenses. If the Fund utilizes a sampling approach or futures or other
derivative positions, its return may not correlate as well with the return on
the Index, as would be the case if it purchased all of the securities in the
Index with the same weightings as the Index.
PROSPECTUS | 29
Replication Management Risk. Unlike many investment companies, the Fund is not
"actively" managed. Therefore, it would not necessarily sell a security because
the security's issuer was in financial trouble unless that stock is removed from
the Index.
Issuer-Specific Changes. The value of an individual security or particular type
of security can be more volatile than the market as a whole and can perform
differently from the value of the market as a whole. The value of securities of
smaller issuers can be more volatile than that of larger issuers.
Sampling Risk. The Fund's use of a representative sampling approach will result
in its holding a smaller number of securities than are in the Index. As a
result, an adverse development respecting an issuer of securities held by the
Fund could result in a greater decline in net asset value than would be the case
if the Fund held all of the securities in the Index.
Non-Diversified Fund Risk. The Fund is considered non-diversified and can invest
a greater portion of assets in securities of individual issuers than a
diversified fund. As a result, changes in the market value of a single
investment could cause greater fluctuations in share price than would occur in a
diversified fund.
Fund Performance
As of the date of this Prospectus, the Fund has not yet completed a full
calendar year of investment operations. When the Fund has completed a full
calendar year of investment operations, this section will include charts that
show annual total returns, highest and lowest quarterly returns and average
annual total returns (before and after taxes) compared to a benchmark index
selected for the Fund.
30 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund. Investors purchasing Shares in the secondary market will not
pay the shareholder fees shown below, but may be subject to costs (including
customary brokerage commissions) charged by their broker.
--------------------------------------------------------------------------------
Shareholder Fees (paid directly by Authorized Participants)
--------------------------------------------------------------------------------
Sales charges (loads) None
--------------------------------------------------------------------------------
Standard creation/redemption transaction fee per order(1) $1,000
--------------------------------------------------------------------------------
Maximum creation/redemption transaction fee per order(1) $4,000
--------------------------------------------------------------------------------
|
Annual Fund Operating Expenses(2) (expenses that are deducted from Fund assets)
Management Fees 0.20%
--------------------------------------------------------------------------------
Distribution and service (12b-1) fees(3) --%
--------------------------------------------------------------------------------
Other expenses 3.38%
--------------------------------------------------------------------------------
Total annual Fund operating expenses 3.58%
--------------------------------------------------------------------------------
Expense Waiver and Reimbursements(4) 3.01%
--------------------------------------------------------------------------------
Net Operating Expenses 0.57%
--------------------------------------------------------------------------------
|
(1.) Purchasers of Creation Units and parties redeeming Creation Units must pay
a standard creation or redemption transaction fee of $1,000. If a Creation Unit
is purchased or redeemed for cash, a variable fee of up to four times the
standard creation or redemption transaction fee may be charged. See the
following discussion of "Creation Transaction Fees and Redemption Transaction
Fees."
(2.) Expressed as a percentage of average net assets.
(3.) The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to
which the Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund's
average daily net assets. However, no such fee is currently paid by the Fund.
(4.) The Fund's Investment Adviser has contractually agreed to waive fees and/or
pay Fund expenses to the extent necessary to prevent the operating expenses of
the Fund (excluding interest expenses, a portion of the Fund's licensing fees,
offering costs up to 0.25% of average net assets, brokerage commissions and
other trading expenses, taxes and extraordinary expenses such as litigation and
other expenses not incurred in the ordinary course of the Fund's business) from
exceeding 0.27% of average net assets per year, at least until December 31,
2011. The offering costs excluded from the 0.27% expense cap are: (a) legal fees
pertaining to the Fund's Shares offered for sale; (b) SEC and state registration
fees; and (c) initial fees paid to be listed on an exchange. The Trust and the
Investment Adviser have entered into an Expense Reimbursement Agreement (the
"Expense Agreement") in which the Investment Adviser has agreed to waive its
management fees and/or pay certain operating expenses of the Fund in order to
maintain the expense ratio of the Fund at or below 0.27% (excluding the expenses
set forth above) (the "Expense Cap"). For a period of five years subsequent to
the Fund's commencement of operations, the Investment Adviser may recover from
the Fund fees and expenses waived or reimbursed during the prior three years if
the Fund's expense ratio, including the recovered expenses, falls below the
Expense Cap.
PROSPECTUS | 31
Example
The following example is intended to help you compare the cost of investing in
the Fund with the costs of investing in other funds. This example does not take
into account brokerage commissions that you pay when purchasing or selling
Shares of the Fund.
The example assumes that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same each year. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:
--------------------------------------------------------------------------------
One Year* Three Years* Five Years* Ten Years*
--------------------------------------------------------------------------------
$58 $183 $1,010 $3,182
--------------------------------------------------------------------------------
|
Creation Transaction Fees and Redemption Transaction Fees
The Fund issues and redeems Shares at NAV only in large blocks of 100,000 Shares
(each block of 100,000 Shares called a "Creation Unit") or multiples thereof. As
a practical matter, only broker-dealers or large institutional investors with
creation and redemption agreements and called Authorized Participants ("APs")
can purchase or redeem these Creation Units. Purchasers of Creation Units at NAV
must pay a standard Creation Transaction Fee of $1,000 per transaction
(regardless of the number of securities in each Creation Unit). An AP who holds
Creation Units and wishes to redeem at NAV would also pay a standard Redemption
Fee of $1,000 per transaction (regardless of the number of securities in each
Creation Unit). See "How to Buy and Sell Shares" later in this Prospectus). APs
who hold Creation Units in inventory will also pay the Annual Fund Operating
Expenses described in the table above. Assuming an investment in a Creation Unit
of $5,000,000 and a 5% return each year, and assuming that the Fund's gross
operating expenses remain the same, the total costs would be $30,131, $92,323,
$505,850 and $1,592,156 if the Creation Unit is redeemed after one year, three
years, five years and ten years, respectively.*
If a Creation Unit is purchased or redeemed for cash, a variable fee of up to
four times the standard Creation or Redemption Transaction Fee may be charged to
the AP making the transaction.
The creation fee, redemption fee and variable fee are not expenses of the Fund
and do not impact the Fund's expense ratio.
* The costs for the one-year and the three-year examples reflect the Expense
Cap that is in effect until December 31, 2011, as set forth in the
footnotes to the fee table. The costs for the five-year and ten-year
examples do not reflect the Expense Cap after such date.
32 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF
Investment Objective
The Fund seeks investment results that correspond generally to the performance,
before the Fund's fees and expenses, of a money market and micro-term fixed
income securities index called CPMKTL - The Capital Markets Liquidity Index (the
"CPMKTL Index" or the "Index"). The Fund's investment objective is not
fundamental and may be changed by the Board of Trustees without shareholder
approval.
Primary Investment Strategies
The Fund, using a low cost "passive" or "indexing" investment approach, seeks to
replicate, before fees and expenses, the performance of the CPMKTL Index. The
Fund is not a money market fund and thus does not seek to maintain a stable net
asset value of $1.00 per share. The Index is a total return index comprised of
1,664 micro-term U.S. investment grade fixed income securities and money market
instruments as of August 31, 2008. The number of securities included in the
Index has ranged from approximately 1,000 to 2,350 in the previous ten year
period; however, the number of securities included in the Index varies from
month to month and may be higher or lower than the historical range. The Index
includes micro-term U.S. Treasury fixed income securities, micro-term U.S.
federal agency and other government sponsored entities fixed income securities,
micro-term investment grade U.S. corporate fixed income securities, commercial
paper, bankers acceptances, large time deposits, and U.S. federal agency
discount notes as determined by Dorchester Capital Management LLC ("Dorchester"
or the "Index Provider"). The Index may also include U.S. registered,
dollar-denominated bonds of foreign corporations, governments, agencies and
supra-national agencies. The Index Provider defines "micro-term" fixed income
securities as those with a redemption date of less than a year from the start of
the month, as determined by yield to worst calculation. The Fund will at all
times invest at least 80% of its total assets in fixed income securities that
comprise the Index and investments that have economic characteristics that are
substantially identical to the economic characteristics of the component
securities that comprise the Index. The Fund also will normally invest at least
80% of its net assets in U.S. fixed income securities. The Fund has adopted a
policy that requires the Fund to provide shareholders with at least 60 days
notice prior to any material change in these policies or the Index. The Board of
Trustees of the Trust may change the Fund's investment strategy and other
policies without shareholder approval, except as otherwise indicated.
The Investment Subadviser seeks a correlation over time of 0.95 or better
between the Fund's performance and the performance of the total return of the
Index less any expenses or distributions. A figure of 1.00 would represent
perfect correlation.
The Fund expects to use a sampling approach in seeking to achieve its objective.
Sampling means that the Investment Subadviser uses quantitative analysis to
select securities from the Index universe to obtain a representative sample of
securities that resemble the Index in terms of key risk factors, performance
attributes and other characteristics. These include maturity, credit quality and
other financial characteristics of securities. The quantity of
PROSPECTUS | 33
holdings in the Fund will be based on a number of factors, including asset size
of the Fund. However, the Fund may use replication to achieve its objective if
practicable. There may also be instances in which the Investment Subadviser may
choose to overweight another security in the Index, purchase (or sell)
securities not in the Index which the Investment Subadviser believes are
appropriate to substitute for one or more Index components, or utilize various
combinations of other available investment techniques, in seeking to accurately
track the Index. In addition, from time to time securities are added to or
removed from the Index. The Fund may sell securities that are represented in the
Index or purchase securities that are not yet represented in the Index in
anticipation of their removal from or addition to the Index.
Index Methodology
The Index is designed to represent the traditional investment grade securities
in the U.S. money markets and in the micro-term fixed income capital markets.
The Index includes micro-term U.S. Treasury fixed income securities, micro-term
U.S. federal agency and other government sponsored entities; fixed income
securities, micro-term investment grade U.S. corporate fixed income securities,
commercial paper, bankers acceptances, large time deposits, and U.S. federal
agency discount notes. The Index may also include U.S. registered,
dollar-denominated bonds of foreign corporations, governments, agencies and
supra-national agencies. Securities are selected to ensure a diversity of
duration by selecting securities in each of the following maturity ranges: zero
to three months, three to six months, six to nine months, and nine months to one
year. Securities are selected from each maturity range such that each range is
represented by total assets proportional to the relative market value of each
maturity range. The Index is reconstituted monthly.
The Index is designed to be a long-term measure of the performance of the U.S.
investment grade liquidity markets. It is part of the CPMKTS(SM) family of
indexes that is designed to measure the major components of the U.S. investment
grade fixed income securities and the common stocks in the capital markets. This
family includes the Index and the following additional indexes: CPMKTE - The
Capital Markets Equity Index, which is designed to be a long-term measure of the
U.S. common stock markets; CPMKTB - The Capital Markets Bond Index, which is
designed to be a long-term measure of the long term U.S. investment grade fixed
income markets; and CPMKTS - The Capital Markets Index, which is designed to be
a long-term measure of the U.S. investment grade capital markets as represented
by the CPMKTB, CPMKTE, and CPMKTL indexes.
Index Construction
1. The Index is reconstituted monthly. The Index constituents are determined
on the fifth business day before the start of the month and go into effect
on the first day of the month.
2. Money market instruments that are potential Index constituents include 90
day bankers acceptances, 90 day certificate of deposit, 180 day
certificate of deposit, 30 day commercial paper, 60 day commercial paper,
90 day commercial paper, 30 day United States federal agency discount
notes, 60 day United States federal agency discount notes, and 90 day
United States federal agency discount notes.
34 | CLAYMORE EXCHANGE-TRADED FUND TRUST
3. All micro-term U.S. Treasury fixed income securities (defined as those
with redemption dates less than a year from the start of the month, as
determined by yield to worst calculation) are selected as Index
constituents. United States Treasury Inflation-Protected Securities
("TIPS") are not included.
4. A selection of U.S. federal agency fixed income securities (defined as
those with redemption dates within one year from the start of the month as
determined by a yield to worst calculation) are selected as Index
constituents. The methodology is designed to select representative issues
from each of the five largest agencies and government sponsored entities:
Federal National Mortgage Association ("FNMA"), Government National
Mortgage Association ("GNMA"), Federal Home Loan Mortgage Corporation
("FHLMC"), Federal Farm Credit Banks ("FFCS"), and the SLM Corporation
("SLMA"), as well as fixed income issues from other federal agencies.
Securities are selected to ensure a diversity of duration by selecting
securities in each of the following maturity ranges: zero to three months,
three to six months, six to nine months, and nine months to one year.
Securities are selected from each maturity range such that each range is
represented by total assets proportional to the relative market value of
each maturity range.
5. Micro-term investment grade U.S. corporate fixed income securities
(defined as those with redemption dates less than one year from the start
of the month as determined by the yield to worst calculation) are selected
as Index constituents. The Index methodology is designed to select
securities ensuring a diversity of industry, duration, and rating. Seven
industry classifications are represented: consumer goods, consumer
services, manufacturing and wholesale trade, mining and construction,
transportation and utilities, financial and insurance, and business
services. Ratings from the major U.S. rating agencies are employed by the
Index Provider to assign securities to one of six rating tiers based upon
a rules-based methodology. Four of these tiers are for investment grade
issues, one for high yield issues, and the final one for non-rated issues.
Only securities from the four investment grade tiers are considered for
inclusion in the Index. To ensure a diversity of duration securities are
selected in each of the following maturity ranges: zero to three months,
three to six months, six to nine months, and nine months to one year.
Securities are selected from each maturity range such that each range is
represented by total assets proportional to the relative market value of
each maturity range.
6. The weight of each Index constituent is set based upon modified market
value on the last calendar day before the start of the month. The market
value is modified based upon regularly published statistics from the
Federal Reserve Board and the Federal Deposit Insurance Corporation.
PROSPECTUS | 35
Primary Investment Risks
Investors should consider the following risk factors and special considerations
associated with investing in the Fund, which may cause you to lose money.
Investment Risk. An investment in the Fund is subject to investment risk,
including the possible loss of the entire principal amount that you invest. The
Fund is not a money market fund and thus does not seek to maintain a stable net
asset value of $1.00 per share.
Asset Class Risk. The bonds in the Fund's portfolio may underperform the returns
of other bonds or indexes that track other industries, markets, asset classes or
sectors. Different types of bonds and indexes tend to go through different
performance cycles than the general bond market.
Call Risk/Prepayment Risk. During periods of falling interest rates, an issuer
of a callable bond may exercise its right to pay principal on an obligation
earlier than expected. This may result in the Fund reinvesting proceeds at lower
interest rates, resulting in a decline in the Fund's income.
Credit/Default Risk. Credit risk is the risk that issuers or guarantors of debt
instruments or the counterparty to a derivatives contract, repurchase agreement
or loan of portfolio securities is unable or unwilling to make timely interest
and/or principal payments or otherwise honor its obligations. Debt instruments
are subject to varying degrees of credit risk, which may be reflected in credit
ratings. Securities issued by the U.S. government have limited credit risk.
However, securities issued by certain U.S. government agencies are not
necessarily backed by the full faith and credit of the U.S. government. Credit
rating downgrades and defaults (failure to make interest or principal payment)
may potentially reduce the Fund's income and share price.
Derivatives Risk. A derivative is a financial contract, whose value depends on,
or is derived from, the value of an underlying asset such as a security or
index. The Fund may invest in certain types of derivatives contracts, including
futures, options and swaps. Compared to conventional securities, derivatives can
be more sensitive to changes in interest rates or to sudden fluctuations in
market prices and thus the Fund's losses may be greater if it invests in
derivatives.
Extension Risk. Extension risk is the risk that an issuer will exercise its
right to pay principal on an obligation later than expected. This may happen
when there is a rise in interest rates. Under these circumstances, the value of
the obligation will decrease and the Fund's performance may suffer from its
inability to invest in higher yielding securities.
Foreign Issuers Risk. The Fund may invest in U.S. registered, dollar-denominated
bonds of foreign corporations, governments, agencies and supra-national agencies
which have different risks than investing in U.S. companies. These include
differences in accounting, auditing and financial reporting standards, the
possibility of expropriation or confiscatory taxation, adverse changes in
investment or exchange control regulations, political instability which could
affect U.S. investments in foreign countries, and potential restrictions of the
flow of international capital. Foreign companies may be subject to less
governmental regulation than U.S. issuers. Moreover, individual foreign
economies may differ favorably or unfavorably from the U.S. economy in such
respects as growth of gross domestic product, rate of inflation, capital
investment, resource self- sufficiency and balance of payment options.
36 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Income Risk. Income risk is the risk that falling interest rates will cause the
Fund's income to decline.
Interest Rate Risk. As interest rates rise, the value of fixed-income securities
held by the Fund are likely to decrease. Securities with longer durations tend
to be more sensitive to interest rate changes, making them more volatile than
securities with shorter durations.
Liquidity Risk. Liquidity risk exists when particular investments are difficult
to purchase or sell. If the Fund invests in illiquid securities or securities
that become illiquid, Fund returns may be reduced because the Fund may be unable
to sell the illiquid securities at an advantageous time or price.
Finance Services Sector Risk. The financial services industries are subject to
extensive government regulation, can be subject to relatively rapid change due
to increasingly blurred distinctions between service segments, and can be
significantly affected by availability and cost of capital funds, changes in
interest rates, the rate of corporate and consumer debt defaults, and price
competition.
Sampling Risk. The Fund's use of a representative sampling approach will result
in its holding a smaller number of securities than are in the Index. As a
result, an adverse development respecting an issuer of securities held by the
Fund could result in a greater decline in net asset value than would be the case
if the Fund held all of the securities in the Index.
Non-Correlation Risk. The Fund's return may not match the return of the Index
for a number of reasons. For example, the Fund incurs a number of operating
expenses not applicable to the Index, and incurs costs in buying and selling
securities, especially when rebalancing the Fund's securities holdings to
reflect changes in the composition of the Index. Since the Index constituents
may vary on a monthly basis, the Fund's costs associated with rebalancing may be
greater than those incurred by other exchange-traded funds that track indices
whose composition changes less frequently.
The Fund may not be fully invested at times, either as a result of cash flows
into the Fund or reserves of cash held by the Fund to meet redemptions and
expenses. If the Fund utilizes a sampling approach or futures or other
derivative positions, its return may not correlate as well with the return on
the Index, as would be the case if it purchased all of the securities in the
Index with the same weightings as the Index.
Replication Management Risk. Unlike many investment companies, the Fund is not
"actively" managed. Therefore, it would not necessarily sell a security because
the security's issuer was in financial trouble unless that security is removed
from the Index.
Issuer-Specific Changes. The value of an individual security or particular type
of security can be more volatile than the market as a whole and can perform
differently from the value of the market as a whole. The value of securities of
smaller issuers can be more volatile than that of larger issuers.
Non-Diversified Fund Risk. The Fund is considered non-diversified and can invest
a greater portion of assets in securities of individual issuers than a
diversified fund. As a result, changes in the market value of a single
investment could cause greater fluctuations in share price than would occur in a
diversified fund.
PROSPECTUS | 37
Fund Performance
As of the date of this Prospectus, the Fund has not yet completed a full
calendar year of investment operations. When the Fund has completed a full
calendar year of investment operations, this section will include charts that
show annual total returns, highest and lowest quarterly returns and average
annual total returns (before and after taxes) compared to a benchmark index
selected for the Fund.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund. Investors purchasing Shares in the secondary market will not
pay the shareholder fees shown below, but may be subject to costs (including
customary brokerage commissions) charged by their broker.
--------------------------------------------------------------------------------
Shareholder Fees (paid directly by Authorized Participants)
--------------------------------------------------------------------------------
Sales charges (loads) None
--------------------------------------------------------------------------------
Standard creation/redemption transaction fee per order(1) $1,000
--------------------------------------------------------------------------------
Maximum creation/redemption transaction fee per order(1) $4,000
--------------------------------------------------------------------------------
|
Annual Fund Operating Expenses(2) (expenses that are deducted from Fund assets)
Management Fees 0.20%
--------------------------------------------------------------------------------
Distribution and service (12b-1) fees(3) --%
--------------------------------------------------------------------------------
Other expenses 3.60%
--------------------------------------------------------------------------------
Total annual Fund operating expenses 3.80%
--------------------------------------------------------------------------------
Expense Waiver and Reimbursements(4) 3.23%
--------------------------------------------------------------------------------
Net Operating Expenses 0.57%
--------------------------------------------------------------------------------
|
(1.) Purchasers of Creation Units and parties redeeming Creation Units must pay
a standard creation or redemption transaction fee of $1,000. If a Creation Unit
is purchased or redeemed for cash, a variable fee of up to four times the
standard creation or redemption transaction fee may be charged. See the
following discussion of "Creation Transaction Fees and Redemption Transaction
Fees."
(2.) Expressed as a percentage of average net assets.
(3.) The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to
which the Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund's
average daily net assets. However, no such fee is currently paid by the Fund.
(4.) The Fund's Investment Adviser has contractually agreed to waive fees and/or
pay Fund expenses to the extent necessary to prevent the operating expenses of
the Fund (excluding interest expenses, a portion of the Fund's licensing fees,
offering costs up to 0.25% of average net assets, brokerage commissions and
other trading expenses, taxes and extraordinary expenses such as litigation and
other expenses not incurred in the ordinary course of the Fund's business) from
exceeding 0.27% of average net assets per year, at least until December 31,
2011. The offering costs excluded from the 0.27% expense cap are: (a) legal fees
pertaining to the Fund's Shares offered for sale; (b) SEC and state registration
fees; and (c) initial fees paid to be listed on an exchange. The Trust and the
Investment Adviser have entered into an Expense Reimbursement Agreement (the
"Expense Agreement") in which the Investment Adviser has agreed to waive its
management fees and/or pay certain operating expenses of the Fund in order to
maintain the expense ratio of the Fund at or below 0.27% (excluding the expenses
set forth above) (the "Expense Cap"). For a period of five years subsequent to
the Fund's commencement of operations, the Investment Adviser may recover from
the Fund fees and expenses waived or reimbursed during the prior three years if
the Fund's expense ratio, including the recovered expenses, falls below the
Expense Cap.
38 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Example
The following example is intended to help you compare the cost of investing in
the Fund with the costs of investing in other funds. This example does not take
into account brokerage commissions that you pay when purchasing or selling
Shares of the Fund.
The example assumes that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same each year. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:
--------------------------------------------------------------------------------
One Year* Three Years* Five Years* Ten Years*
--------------------------------------------------------------------------------
$58 $183 $1,059 $3,342
--------------------------------------------------------------------------------
|
Creation Transaction Fees and Redemption Transaction Fees
The Fund issues and redeems Shares at NAV only in large blocks of 100,000 Shares
(each block of 100,000 Shares called a "Creation Unit") or multiples thereof. As
a practical matter, only broker-dealers or large institutional investors with
creation and redemption agreements and called Authorized Participants ("APs")
can purchase or redeem these Creation Units. Purchasers of Creation Units at NAV
must pay a standard Creation Transaction Fee of $1,000 per transaction
(regardless of the number of securities in each Creation Unit). An AP who holds
Creation Units and wishes to redeem at NAV would also pay a standard Redemption
Fee of $1,000 per transaction (regardless of the number of stocks in each
Creation Unit. See "How to Buy and Sell Shares" later in this Prospectus). APs
who hold Creation Units in inventory will also pay the Annual Fund Operating
Expenses described in the table above. Assuming an investment in a Creation Unit
of $5,000,000 and a 5% return each year, and assuming that the Fund's gross
operating expenses remain the same, the total costs would be $30,131, $92,323,
$530,304 and $1,672,081 if the Creation Unit is redeemed after one year, three
years, five years and ten years, respectively.*
If a Creation Unit is purchased or redeemed for cash, a variable fee of up to
four times the standard Creation or Redemption Transaction Fee may be charged to
the AP making the transaction.
The creation fee, redemption fee and variable fee are not expenses of the Fund
and do not impact the Fund's expense ratio.
* The costs for the one-year and the three-year examples reflect the Expense
Cap that is in effect until December 31, 2011, as set forth in the
footnotes to the fee table. The costs for the five-year and ten-year
examples do not reflect the Expense Cap after such date.
PROSPECTUS | 39
Claymore U.S.-1-The Capital Markets Index ETF
Investment Objective
The Fund seeks investment results that correspond generally to the performance,
before the Fund's fees and expenses, of the CPMKTS - The Capital Markets Index
(the "CPMKTS Index" or the "Index") which includes equity, fixed income and
money market securities. The Fund's investment objective is not fundamental and
may be changed by the Board of Trustees without shareholder approval.
Primary Investment Strategies
The Fund, using a low cost "passive" or "indexing" investment approach, seeks to
replicate, before fees and expenses, the performance of the CPMKTS Index. The
Index is a total return index that includes common stock equity securities,
micro-term investment grade fixed income securities and money market
instruments, and long-term investment grade fixed income securities. The number
of securities included in the Index has ranged from approximately 5,700 to 7,800
long-term U.S. investment grade fixed income securities selected monthly;
approximately 1,000 to 2,350 micro-term U.S. investment grade fixed income
securities and money market instruments selected monthly; and 2,000 equity
securities selected quarterly, based on market capitalization of the common
stock of actively-traded United States corporations, generally with market
capitalizations between $300 million and $500 billion, for the previous ten year
period. The Index may also include U.S. registered, dollar-denominated bonds of
foreign corporations, governments, agencies and supra-national agencies.
Dorchester Capital Management LLC ("Dorchester" or the "Index Provider") defines
"actively traded" as common stocks that are listed on a major U.S. exchange and
have been traded within the past 45 days. The Index Provider defines
"micro-term" fixed income securities as those with a redemption date of less
than a year from the start of the month, as determined by yield to worst
calculation. The number of securities included in the Index varies from month to
month and may be higher or lower than the historical ranges. During each
quarter, the number of equity securities may decrease as the common stocks are
either delisted or not actively traded for any reason including, but not limited
to, mergers, acquisitions and bankruptcies. Once removed, an equity security
will not be returned to or replaced in the Index for any reason before the start
of the next quarter. The Fund will at all times invest at least 80% of its total
assets in equity, fixed income and money market securities that comprise the
Index and investments that have economic characteristics that are substantially
identical to the economic characteristics of the component securities that
comprise the Index. The Fund also will normally invest at least 80% of its
net assets in U.S. securities. The Fund has adopted a policy that requires the
Fund to provide shareholders with at least 60 days notice prior to any material
change in these policies or the Index. The Board of Trustees of the Trust may
change the Fund's investment strategy and other policies without shareholder
approval, except as otherwise indicated.
40 | CLAYMORE EXCHANGE-TRADED FUND TRUST
The Investment Subadviser seeks a correlation over time of 0.95 or better
between the Fund's performance and the performance of the total return of the
Index less any expenses or distributions. A figure of 1.00 would represent
perfect correlation.
The Fund expects to use a sampling approach in seeking to achieve its objective.
Sampling means that the Investment Subadviser uses quantitative analysis to
select securities from the Index universe to obtain a representative sample of
securities that resemble the Index in terms of key risk factors, performance
attributes and other characteristics. These include maturity, credit quality,
asset allocation weightings, market capitalization and other financial
characteristics of securities. The quantity of holdings in the Fund will be
based on a number of factors, including asset size of the Fund. However, the
Fund may use replication to achieve its objective if practicable. There may also
be instances in which the Investment Subadviser may choose to overweight another
security in the Index, purchase (or sell) securities not in the Index which the
Investment Subadviser believes are appropriate to substitute for one or more
Index components, or utilize various combinations of other available investment
techniques, in seeking to accurately track the Index. In addition, from time to
time securities are added to or removed from the Index. The Fund may sell
securities that are represented in the Index or purchase securities that are not
yet represented in the Index in anticipation of their removal from or addition
to the Index.
Index Methodology
The Index is designed to represent the traditional investment grade fixed income
securities, investment grade fixed income securities with less than one year
until maturity and equity securities in the United States capital markets. The
Index includes: common stock equity securities from the 2,000 largest actively
traded United States corporations based upon market capitalization of common
stock, micro-term U.S. treasury fixed income securities, micro-term U.S. federal
agency and other government sponsored entities fixed income securities,
short-term investment grade U.S. corporate fixed income securities, commercial
paper, bankers acceptances, large time deposits, U.S. federal agency discount
notes; long-term U.S. treasury fixed income securities, long-term U.S. federal
agency and other government sponsored entities fixed income securities,
long-term investment grade U.S. corporate fixed income securities and long-term
mortgage-backed securities. The Index may also include U.S. registered,
dollar-denominated bonds of foreign corporations, governments, agencies and
supra-national agencies.
The CPMKTS(SM) family of indexes is designed to measure the major components of
the U.S. investment grade fixed income securities and the common stocks in the
capital markets. This family includes the Index and the following additional
indexes: CPMKTE - The Capital Markets Equity Index, which is designed to be a
long-term measure of the U.S. common stock markets; CPMKTB - The Capital Markets
Bond Index, which is designed to be a long-term measure of the long term U.S.
investment grade fixed income markets; and CPMKTL -The Capital Markets Liquidity
Index, which is designed to be a long-term measure of the U.S. investment grade
short-term fixed income and money markets. CPMKTS - The Capital Markets Index is
designed to be a long-term measure of the U.S. investment grade capital markets
as represented by the CPMKTB, CPMKTE, and CPMKTL indexes.
PROSPECTUS | 41
Index Construction
1. The equity securities in the Index are reconstituted quarterly. The equity
Index constituents are determined on the fifth business day before the
start of the quarter based on the market capitalization of common stock,
finalized on the last calendar day of the quarter and go into effect on
the first day of the new quarter.
2. Potential equity Index constituents include all common stock equity
securities from United States corporations that are headquartered in the
United States and trade on major United States stock exchanges. Limited
partnerships, ETFs, American depositary receipts and closed-end funds are
not eligible for inclusion in the Index.
3. On the last calendar day before the start of the quarter, if any of the
selected equity Index constituents are no longer actively traded, they are
replaced with the next eligible security with the largest market
capitalization that is not a member of the Index, based upon the market
capitalization from the fifth business day before the start of the
quarter.
4. The weight of each equity Index constituent is set based upon a modified
market capitalization determined on the last day before the start of the
month. The market value is modified based upon regularly published
statistics from the Federal Reserve Board.
5. The fixed income and money market Index constituents are reconstituted
monthly. The fixed income and money market Index constituents are
determined based on closing data on the fifth business day before the
start of the month. Fixed income and money market Index constituents are
finalized on the last calendar day before the start of the month and go
into effect on the first day of the new month.
6. Money market instruments that are potential Index constituents include 90
day bankers acceptances, 90 day certificate of deposit, 180 day
certificate of deposit, 30 day commercial paper, 60 day commercial paper,
90 day commercial paper, 30 day United States federal agency discount
notes, 60 day United States federal agency discount notes, and 90 day
United States federal agency discount notes.
7. All U.S. Treasury fixed income securities are selected as Index
constituents. United States Treasury Inflation-Protected Securities
("TIPS") are not included.
8. A selection of micro-term and long-term United States federal agency and
government sponsored entities fixed income securities are selected as
Index constituents using a rules-based methodology. The Index methodology
is designed to select representative issues from each of the five largest
agencies and government sponsored entities: Federal National Mortgage
Association ("FNMA"), Federal Home Loan Banks ("FHLB"), Federal Home Loan
Mortgage Corporation ("FHLMC"), Federal Farm Credit Banks ("FFCB"), and
the SLM Corporation ("SLMA"), as well as fixed income issues from other
federal agencies. Securities are selected to ensure a diversity of
duration by selecting securities in each of the following maturity ranges:
zero to three months, three to six months, six to nine months, nine months
to one year, one to two and a half years, two and a half to four years,
four to six years, six to eight years, eight to twelve years, twelve to
twenty years, and greater than twenty years. Securities are selected from
each maturity range such that each range is represented by total assets
proportional to the relative market value of each maturity range.
9. A selection of micro-term and long-term investment grade United States
corporate fixed income securities are selected as Index constituents using
a proprietary rules-based
42 | CLAYMORE EXCHANGE-TRADED FUND TRUST
methodology. The methodology is designed to select securities ensuring a
diversity of industry, duration, and rating. Seven industry
classifications are represented: consumer goods, consumer services,
manufacturing and wholesale trade, mining and construction, transportation
and utilities, financial and insurance, and business services. Ratings
from the three major rating agencies are employed to assign securities to
one of four investment grade tiers based upon a rules-based methodology.
To ensure a diversity of duration, securities are selected in each of the
following maturity ranges: zero to three months, three to six months, six
to nine months, nine months to one year, one to two and a half years, two
and a half to four years, four to six years, six to eight years, eight to
twelve years, twelve to twenty years, and greater than twenty years.
Securities are selected from each maturity range such that each range is
represented by total assets proportional to the relative market value of
each maturity range.
10. Using a rules-based methodology, long-term mortgage pass-through
securities ("MBS") issued by U.S. federal agencies are selected which have
a fixed rate coupon, maturity date greater than 1 year from the start of
the month, and which currently trade in "TBA transactions." "TBA
transactions" are purchases or sales of MBS for future settlement at an
agreed-upon date. TBA transactions aid in the liquidity and pricing
efficiency of MBS because they enable different MBS with similar
characteristics to be traded interchangeably according to commonly
observed settlement and delivery conventions.
Eligible pools are grouped into generic securities ("Mortgage Generic")
based on the agency's program, current coupon and production year. The
programs considered are 5 year balloons, 7 year balloons, 15 year fixed
and 30 year fixed rates taken from the FHLMC, FNMA and GNMA programs.
Coupon values are designed to represent a majority of the market and the
range of allowable values is updated monthly.
11. The weights of each of the fixed income and money market Index
constituents are set based upon modified market value on the last day
before the start of the month. The market value is modified based upon
regularly published statistics from the Federal Reserve Board and the
Federal Deposit Insurance Corporation.
Primary Investment Risks
Investors should consider the following risk factors and special considerations
associated with investing in the Fund, which may cause you to lose money.
Investment Risk. An investment in the Fund is subject to investment risk,
including the possible loss of the entire principal amount that you invest.
Equity Risk. A principal risk of investing in the Fund is equity risk, which is
the risk that the value of the securities held by the Fund will fall due to
general market and economic conditions, perceptions regarding the industries in
which the issuers of securities held by the Fund participate, or factors
relating to specific companies in which the Fund invests. For example, an
adverse event, such as an unfavorable earnings report, may depress the value of
equity securities of an issuer held by the Fund; the price of common stock of an
issuer may be particularly sensitive to general movements in the stock market;
or a drop in the stock market may depress the price of most or all of the common
stocks and other equity securities held by the Fund. In addition, common stock
of an issuer in the Fund's portfolio may decline in price if the issuer fails to
make anticipated dividend payments because, among other reasons, the issuer of
the security experiences a decline in its
PROSPECTUS | 43
financial condition. Common stock is subordinated to preferred stocks, bonds and
other debt instruments in a company's capital structure, in terms of priority to
corporate income, and therefore will be subject to greater dividend risk than
preferred stocks or debt instruments of such issuers. In addition, while broad
market measures of common stocks have historically generated higher average
returns than fixed income securities, common stocks have also experienced
significantly more volatility in those returns.
Asset Class Risk. The bonds in the Fund's portfolio may underperform the returns
of other bonds or indexes that track other industries, markets, asset classes or
sectors. Different types of bonds and indexes tend to go through different
performance cycles than the general bond market.
Call Risk/Prepayment Risk. During periods of falling interest rates, an issuer
of a callable bond may exercise its right to pay principal on an obligation
earlier than expected. This may result in the Fund's having to reinvest proceeds
at lower interest rates, resulting in a decline in the Fund's income.
Credit/Default Risk. Credit risk is the risk that issuers or guarantors of debt
instruments or the counterparty to a derivatives contract, repurchase agreement
or loan of portfolio securities is unable or unwilling to make timely interest
and/or principal payments or otherwise honor its obligations. Debt instruments
are subject to varying degrees of credit risk, which may be reflected in credit
ratings. Securities issued by the U.S. government have limited credit risk.
However, securities issued by certain U.S. government agencies are not
necessarily backed by the full faith and credit of the U.S. government. Credit
rating downgrades and defaults (failure to make interest or principal payment)
may potentially reduce the Fund's income and share price.
Derivatives Risk. A derivative is a financial contract, whose value depends on,
or is derived from, the value of and underlying asset such as a security or
index. The Fund may invest in certain types of derivatives contracts, including
futures, options and swaps. Compared to conventional securities, derivatives can
be more sensitive to changes in interest rates or to sudden fluctuations in
market prices and thus the Fund's losses may be greater if it invests in
derivatives than if it invests in conventional securities.
Extension Risk. Extension risk is the risk that an issuer will exercise its
right to pay principal on an obligation later than expected. This may happen
when there is a rise in interest rates. Under these circumstances, the value of
the obligation will decrease and the Fund's performance may suffer from its
inability to invest in higher yielding securities.
Foreign Issuers Risk. The Fund may invest in U.S. registered, dollar-denominated
bonds of foreign corporations, governments, agencies and supra-national agencies
which have different risks than investing in U.S. companies. These include
difference in accounting, auditing and financial reporting standards, the
possibility of expropriation or confiscatory taxation, adverse changes in
investment or exchange control regulations, political instability which could
affect U.S. investments in foreign countries, and potential restrictions of the
flow of international capital. Foreign companies may be subject to less
governmental regulation than U.S. issuers. Moreover, individual foreign
economies may differ favorably or unfavorably from the U.S. economy in such
respects as growth of gross domestic product, rate of inflation, capital
investment, resource self- sufficiency and balance of payment options.
44 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Income Risk. Income risk is the risk that falling interest rates will cause the
Fund's income to decline.
Interest Rate Risk. As interest rates rise, the value of fixed-income securities
held by the Fund are likely to decrease. Securities with longer durations tend
to be more sensitive to interest rate changes, making them more volatile than
securities with shorter durations.
Liquidity Risk. Liquidity risk exists when particular investments are difficult
to purchase or sell. If the Fund invests in illiquid securities or securities
that become illiquid, Fund returns may be reduced because the Fund may be unable
to sell the illiquid securities at an advantageous time or price.
Mortgage-Backed Securities Risk. The Fund may invest in mortgage-backed
securities issued by FNMA, GNMA or FHLMC. Mortgage-backed securities are subject
to prepayment risk and extension risk (see explanations above) and may react
differently to changes in interest rates than other bonds, which may
significantly reduce their value.
There is also risk associated with the roll market for mortgage-backed
securities. First, the value and safety of the roll depends entirely upon the
counterparty's ability to redeliver the security at the termination of the roll.
Therefore, the counterparty to a roll must meet the same credit criteria as any
existing repurchase counterparty. Second, the security which is redelivered at
the end of the roll period must be substantially the same as the initial
security, i.e., must have the same coupon, be issued by the same agency and be
of the same type, have the same original stated term to maturity, be priced to
result in similar market yields and be "good delivery." Within these parameters,
however, the actual pools that are redelivered could be less desirable than
those originally rolled, especially with respect to prepayment characteristics.
Small and Medium-Sized Company Risk. Investing in securities of small and
medium-sized companies involves greater risk than is customarily associated with
investing in more established companies. These companies' stocks may be more
volatile and less liquid than those of more established companies. These stocks
may have returns that vary, sometimes significantly, from the overall stock
market.
Micro-Cap Company Risk. Micro-cap stocks involve substantially greater risks of
loss and price fluctuations because their earnings and revenues tend to be less
predictable (and some companies may be experiencing significant losses), and
their share prices tend to be more volatile and their markets less liquid than
companies with larger market capitalizations. Micro-cap companies may be newly
formed or in the early stages of development, with limited product lines,
markets or financial resources and may lack management depth. In addition, there
may be less public information available about these companies. The shares of
micro-cap companies tend to trade less frequently than those of larger, more
established companies, which can adversely affect the pricing of these
securities and the future ability to sell these securities. Also, it may take a
long time before the Fund realizes a gain, if any, on an investment in a
micro-cap company.
Finance Services Sector Risk. The financial services industries are subject to
extensive government regulation, can be subject to relatively rapid change due
to increasingly blurred distinctions between service segments, and can be
significantly affected by availability and cost of capital funds, changes in
interest rates, the rate of corporate and consumer debt defaults, and price
competition.
PROSPECTUS | 45
Non-Correlation Risk. The Fund's return may not match the return of the Index
for a number of reasons. For example, the Fund incurs a number of operating
expenses not applicable to the Index, and incurs costs in buying and selling
securities, especially when rebalancing the Fund's securities holdings to
reflect changes in the composition of the Index. Since the Index constituents
may vary on a monthly basis, the Fund's costs associated with rebalancing may be
greater than those incurred by other exchange-traded funds that track indices
whose composition changes less frequently.
The Fund may not be fully invested at times, either as a result of cash flows
into the Fund or reserves of cash held by the Fund to meet redemptions and
expenses. If the Fund utilizes a sampling approach or futures or other
derivative positions, its return may not correlate as well with the return on
the Index, as would be the case if it purchased all of the securities in the
Index with the same weightings as the Index.
Replication Management Risk. Unlike many investment companies, the Fund is not
"actively" managed. Therefore, it would not necessarily sell a security because
the security's issuer was in financial trouble unless that security is removed
from the Index.
Sampling Risk. The Fund's use of a representative sampling approach will result
in its holding a smaller number of securities than are in the Index. As a
result, an adverse development respecting an issuer of securities held by the
Fund could result in a greater decline in net asset value than would be the case
if the Fund held all of the securities in the Index.
Issuer-Specific Changes. The value of an individual security or particular type
of security can be more volatile than the market as a whole and can perform
differently from the value of the market as a whole. The value of securities of
smaller issuers can be more volatile than that of larger issuers.
Non-Diversified Fund Risk. The Fund is considered non-diversified and can invest
a greater portion of assets in securities of individual issuers than a
diversified fund. As a result, changes in the market value of a single
investment could cause greater fluctuations in share price than would occur in a
diversified fund.
Fund Performance
As of the date of this Prospectus, the Fund has not yet completed a full
calendar year of investment operations. When the Fund has completed a full
calendar year of investment operations, this section will include charts that
show annual total returns, highest and lowest quarterly returns and average
annual total returns (before and after taxes) compared to a benchmark index
selected for the Fund.
46 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund. Investors purchasing Shares in the secondary market will not
pay the shareholder fees shown below, but may be subject to costs (including
customary brokerage commissions) charged by their broker.
--------------------------------------------------------------------------------
Shareholder Fees (paid directly by Authorized Participants)
--------------------------------------------------------------------------------
Sales charges (loads) None
--------------------------------------------------------------------------------
Standard creation/redemption transaction fee per order(1) $1,000
--------------------------------------------------------------------------------
Maximum creation/redemption transaction fee per order(1) $4,000
--------------------------------------------------------------------------------
|
Annual Fund Operating Expenses(2) (expenses that are deducted from Fund assets)
Management Fees 0.25%
--------------------------------------------------------------------------------
Distribution and service (12b-1) fees(3) --%
--------------------------------------------------------------------------------
Other expenses 2.02%
--------------------------------------------------------------------------------
Total annual Fund operating expenses 2.27%
--------------------------------------------------------------------------------
Expense Waiver and Reimbursements(4) 1.60%
--------------------------------------------------------------------------------
Net Operating Expenses 0.67%
--------------------------------------------------------------------------------
|
(1.) Purchasers of Creation Units and parties redeeming Creation Units must pay
a standard creation or redemption transaction fee of $1,000. If a Creation Unit
is purchased or redeemed for cash, a variable fee of up to four times the
standard creation or redemption transaction fee may be charged. See the
following discussion of "Creation Transaction Fees and Redemption Transaction
Fees."
(2.) Expressed as a percentage of average net assets.
(3.) The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to
which the Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund's
average daily net assets. However, no such fee is currently paid by the Fund.
(4.) The Fund's Investment Adviser has contractually agreed to waive fees and/or
pay Fund expenses to the extent necessary to prevent the operating expenses of
the Fund (excluding interest expenses, a portion of the Fund's licensing fees,
offering costs up to 0.25% of average net assets, brokerage commissions and
other trading expenses, taxes and extraordinary expenses such as litigation and
other expenses not incurred in the ordinary course of the Fund's business) from
exceeding 0.37% of average net assets per year, at least until December 31,
2011. The offering costs excluded from the 0.37% expense cap are: (a) legal fees
pertaining to the Fund's Shares offered for sale; (b) SEC and state registration
fees; and (c) initial fees paid to be listed on an exchange. The Trust and the
Investment Adviser have entered into an Expense Reimbursement Agreement (the
"Expense Agreement") in which the Investment Adviser has agreed to waive its
management fees and/or pay certain operating expenses of the Fund in order to
maintain the expense ratio of the Fund at or below 0.37% (excluding the expenses
set forth above) (the "Expense Cap"). For a period of five years subsequent to
the Fund's commencement of operations, the Investment Adviser may recover from
the Fund fees and expenses waived or reimbursed during the prior three years if
the Fund's expense ratio, including the recovered expenses, falls below the
Expense Cap.
PROSPECTUS | 47
Example
The following example is intended to help you compare the cost of investing in
the Fund with the costs of investing in other funds. This example does not take
into account brokerage commissions that you pay when purchasing or selling
Shares of the Fund.
The example assumes that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same each year. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:
--------------------------------------------------------------------------------
One Year * Three Years * Five Years* Ten Years*
--------------------------------------------------------------------------------
$68 $214 $744 $2,200
--------------------------------------------------------------------------------
|
Creation Transaction Fees and Redemption Transaction Fees
The Fund issues and redeems Shares at NAV only in large blocks of 200,000 Shares
(each block of 200,000 Shares called a "Creation Unit") or multiples thereof. As
a practical matter, only broker-dealers or large institutional investors with
creation and redemption agreements and called Authorized Participants ("APs")
can purchase or redeem these Creation Units. Purchasers of Creation Units at NAV
must pay a standard Creation Transaction Fee of $1,000 per transaction
(regardless of the number of stocks of other securities in each Creation Unit).
An AP who holds Creation Units and wishes to redeem at NAV would also pay a
standard Redemption Fee of $1,000 per transaction (regardless of the number of
stocks in each Creation Unit. See "How to Buy and Sell Shares" later in this
Prospectus). APs who hold Creation Units in inventory will also pay the Annual
Fund Operating Expenses described in the table above. Assuming an investment in
a Creation Unit of $10,000,000 and a 5% return each year, and assuming that the
Fund's gross operating expenses remain the same, the total costs would be
$69,451, $215,372, $745,108 and $2,201,290, if the Creation Unit is redeemed
after one year, three years, five years and ten years, respectively.*
If a Creation Unit is purchased or redeemed for cash, a variable fee of up to
four times the standard Creation or Redemption Transaction Fee may be charged to
the AP making the transaction.
The creation fee, redemption fee and variable fee are not expenses of the Fund
and do not impact the Fund's expense ratio.
* The costs for the one-year and the three-year examples reflect the Expense
Cap that is in effect until December 31, 2011, as set forth in the
footnotes to the fee table. The costs for the five-year and ten-year
examples do not reflect the Expense Cap after such date.
48 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Claymore/Zacks Dividend Rotation ETF
Investment Objective
The Fund seeks investment results that correspond generally to the performance,
before the Fund's fees and expenses, of an equity index called the Zacks
Dividend Rotation Index (the "Dividend Rotation Index" or "Index"). The Fund's
investment objective is not fundamental and may be changed by the Board of
Trustees without shareholder approval.
Primary Investment Strategies
The Fund, using a low cost "passive" or "indexing" investment approach, seeks to
replicate, before fees and expenses, the performance of the Zacks Dividend
Rotation Index. The Index is comprised of approximately 100 stocks selected,
based on investment and other criteria, from a universe of the 1,500 largest
listed equity companies (based on market capitalization) that pay dividends at
least annually (in any amount). The universe of companies eligible for inclusion
in the Index is comprised of all U.S. stocks listed on domestic exchanges,
including American depositary receipts ("ADRs") and master limited partnerships
("MLPs"). The companies in the universe are selected using a proprietary
methodology developed by Zacks Investment Research, Inc. ("Zacks" or the "Index
Provider"). The Index will include companies with capitalizations between $2
billion and $450 billion, which includes small-, mid- and large-capitalization
companies as defined by Zacks.
The Fund will at all times invest at least 90% of its total assets in securities
that comprise the Index and investments that have economic characteristics that
are substantially identical to the economic characteristics of the component
securities that comprise the Index. The Fund has adopted a policy that requires
the Fund to provide shareholders with at least 60 days notice prior to any
material change in this policy or the Index. The Board of Trustees of the Trust
may change the Fund's investment strategy and other policies without shareholder
approval, except as otherwise indicated.
The Investment Adviser seeks a correlation over time of 0.95 or better between
the Fund's performance and the performance of the Index. A figure of 1.00 would
represent perfect correlation.
The Fund generally will invest in all of the stocks comprising the Index in
proportion to their weightings in the Index. However, under various
circumstances, it may not be possible or practicable to purchase all of the
stocks in the Index in those weightings. In those circumstances, the Fund may
purchase a sample of the stocks in the Index in proportions expected by the
Investment Adviser to replicate generally the performance of the Index as a
whole. There may also be instances in which the Investment Adviser may choose to
overweight another stock in the Index, purchase (or sell) securities not in the
Index which the Investment Adviser believes are appropriate to substitute for
one or more Index components, or utilize various combinations of other available
investment techniques, in seeking to accurately track the Index. In addition,
from time to time stocks are added to or removed from the Index. The Fund may
sell stocks that are represented in the Index or purchase stocks that are not
yet represented in the Index in anticipation of their removal from or addition
to the Index.
PROSPECTUS | 49
Index Methodology
The Dividend Rotation Index seeks to maximize dividend income that qualifies for
taxation at the lowest current tax rates ("qualified dividend income" or "QDI")
by selecting dividend-paying stocks based on a quantitative methodology
proprietary to Zacks. The Index, at the time of each rebalance, is designed to
eliminate companies that have recently paid a dividend and include those
companies that are expected to pay dividends while seeking to maximize QDI
potential. The Index seeks to select a group of stocks with the potential to
outperform, on a risk adjusted basis, the Dow Jones US Select Dividend Index and
other benchmark indices.
The Index constituent selection methodology utilizes multi-factor proprietary
selection rules to identify those stocks that offer the most attractive
risk/return potential. The methodology is specifically designed to enhance
investment applications and investability. The Index is adjusted monthly in the
manner set forth below under "Index Construction."
Index Construction
1. Potential Index constituents include all U.S. stocks that rank as the
1,500 largest based on market capitalization that pay or are expected to
pay dividends at least annually (in any amount).
2. The Index is split into two approximately equal sub-indices of 50 stocks.
At the rebalance date the two sub-indices alternate which will be
rebalanced so that each sub-index is held for a period of two months. This
holding period is designed to maximize QDI potential, as the stocks are
included in the Index prior to their dividend period and are held for
approximately 61 days, which is greater than the required holding period
for dividend income from such stocks to be considered QDI. Both
sub-indices are determined using the same methodology.
3. At the time of the rebalance, all stocks that have paid a dividend in the
last 30 days or are included in the non-rebalanced half of the sub-index
are eliminated from the universe of potential Index constituents.
4. Each company is ranked using a quantitative rules-based methodology that
includes likelihood of a dividend payment in the next 30 days, yield,
liquidity, company growth, relative value, payout ratio and other factors
and is sorted from highest to lowest. The constituent selection
methodology was developed by Zacks as a quantitative approach to
identifying those companies that offer the greatest yield potential.
5. The 50 constituents of each sub-index are chosen and are weighted based on
liquidity and yield using a proprietary methodology developed by Zacks.
6. The constituent selection process is repeated on a monthly basis to
alternating sub-indices. Rebalancing to restore the sub-indices'
allocation to approximately equal is conducted annually.
50 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Primary Investment Risks
Investors should consider the following risk factors and special considerations
associated with investing in the Fund, which may cause you to lose money.
Investment Risk. An investment in the Fund is subject to investment risk,
including the possible loss of the entire principal amount that you invest.
Equity Risk. A principal risk of investing in the Fund is equity risk, which is
the risk that the value of the securities held by the Fund will fall due to
general market and economic conditions, perceptions regarding the industries in
which the issuers of securities held by the Fund participate, or factors
relating to specific companies in which the Fund invests. For example, an
adverse event, such as an unfavorable earnings report, may depress the value of
equity securities of an issuer held by the Fund; the price of common stock of an
issuer may be particularly sensitive to general movements in the stock market;
or a drop in the stock market may depress the price of most or all of the common
stocks and other equity securities held by the Fund. In addition, common stock
of an issuer in the Fund's portfolio may decline in price if the issuer fails to
make anticipated dividend payments because, among other reasons, the issuer of
the security experiences a decline in its financial condition. Common stock is
subordinated to preferred stocks, bonds and other debt instruments in a
company's capital structure, in terms of priority to corporate income, and
therefore will be subject to greater dividend risk than preferred stocks or debt
instruments of such issuers. In addition, while broad market measures of common
stocks have historically generated higher average returns than fixed income
securities, common stocks have also experienced significantly more volatility in
those returns.
QDI Tax Risk. Currently, QDI received by a non-corporate investor is generally
taxed at a maximum rate of 15% for taxable years beginning before January 1,
2011. Thereafter, without further Congressional action, that rate will return to
20%. If Congress does not extend the current tax rates applicable to QDI, you
may be subject to higher tax rates on your dividends from the Fund for taxable
years beginning after January 1, 2011.
Foreign Investment Risk. The Fund's investments in non-U.S. issuers, although
limited to ADRs, may involve unique risks compared to investing in securities of
U.S. issuers, including, among others, greater market volatility than U.S.
securities and less complete financial information than for U.S. issuers. In
addition, adverse political, economic or social developments could undermine the
value of the Fund's investments or prevent the Fund from realizing the full
value of its investments. Financial reporting standards for companies based in
foreign markets differ from those in the United States. Finally, the value of
the currency of the country in which the Fund has invested could decline
relative to the value of the U.S. dollar, which may affect the value of the
investment to U.S. investors. In addition, the underlying issuers of certain
depositary receipts, particularly unsponsored or unregistered depositary
receipts, are under no obligation to distribute shareholder communications to
the holders of such receipts, or to pass through to them any voting rights with
respect to the deposited securities.
Master Limited Partnership Risk. Investments in securities of master limited
partnerships involve risks that differ from an investment in common stock.
Holders of the units of master limited partnerships have more limited control
and limited rights to vote on matters affecting the partnership. There are also
certain tax risks associated with an investment in units of master limited
partnerships. In addition, conflicts of interest may
PROSPECTUS | 51
exist between common unit holders, subordinated unit holders and the general
partner of a master limited partnership, including a conflict arising as a
result of incentive distribution payments.
Small Company Risk. Investing in securities of small companies involves greater
risk than is customarily associated with investing in more established
companies. These companies' stocks may be more volatile and less liquid than
those of more established companies. These stocks may have returns that vary,
sometimes significantly, from the overall stock market.
Non-Correlation Risk. The Fund's return may not match the return of the Index
for a number of reasons. For example, the Fund incurs a number of operating
expenses not applicable to the Index, and incurs costs in buying and selling
securities, especially when rebalancing the Fund's securities holdings to
reflect changes in the composition of the Index. Since the Index constituents
may vary on a monthly basis, the Fund's costs associated with rebalancing may be
greater than those incurred by other exchange-traded funds that track indices
whose composition changes less frequently.
The Fund may not be fully invested at times, either as a result of cash flows
into the Fund or reserves of cash held by the Fund to meet redemptions and
expenses. If the Fund utilizes a sampling approach or futures or other
derivative positions, its return may not correlate as well with the return on
the Index, as would be the case if it purchased all of the stocks in the Index
with the same weightings as the Index.
Replication Management Risk. Unlike many investment companies, the Fund is not
"actively" managed. Therefore, it would not necessarily sell a stock because the
stock's issuer was in financial trouble unless that stock is removed from the
Index.
Issuer-Specific Changes. The value of an individual security or particular type
of security can be more volatile than the market as a whole and can perform
differently from the value of the market as a whole. The value of securities of
smaller issuers can be more volatile than that of larger issuers.
Portfolio Turnover Risk. The Fund may engage in active and frequent trading of
its portfolio securities in connection with the monthly rebalancing of the
Index, and therefore the Fund's investments. A portfolio turnover rate of 200%,
for example, is equivalent to the Fund buying and selling all of its securities
two times during the course of the year. A high portfolio turnover rate (for
example, over 100%) could result in high brokerage costs. While a high portfolio
turnover rate can result in an increase in taxable capital gains distributions
to the Fund's shareholders, the Fund will seek to utilize the creation and
redemption in-kind mechanism to minimize capital gains to the extent possible.
Non-Diversified Fund Risk. The Fund is considered non-diversified and can invest
a greater portion of assets in securities of individual issuers than a
diversified fund. As a result, changes in the market value of a single
investment could cause greater fluctuations in share price than would occur in a
diversified fund.
52 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Fund Performance
As of the date of this Prospectus, the Fund has not yet completed a full
calendar year of investment operations. When the Fund has completed a full
calendar year of investment operations, this section will include charts that
show annual total returns, highest and lowest quarterly returns and average
annual total returns (before and after taxes) compared to a benchmark index
selected for the Fund.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund. Investors purchasing Shares in the secondary market will not
pay the shareholder fees shown below, but may be subject to costs (including
customary brokerage commissions) charged by their broker.
--------------------------------------------------------------------------------
Shareholder Fees (paid directly by Authorized Participants)
--------------------------------------------------------------------------------
Sales charges (loads) None
--------------------------------------------------------------------------------
Standard creation/redemption transaction fee per order(1) $ 500
--------------------------------------------------------------------------------
Maximum creation/redemption transaction fee per order(1) $2,000
--------------------------------------------------------------------------------
|
Annual Fund Operating Expenses(2) (expenses that are deducted from Fund assets)
Management Fees 0.50%
--------------------------------------------------------------------------------
Distribution and service (12b-1) fees(3) --%
--------------------------------------------------------------------------------
Other expenses 5.20%
--------------------------------------------------------------------------------
Total annual Fund operating expenses 5.70%
--------------------------------------------------------------------------------
Expense Waiver and Reimbursements(4) 3.92%
--------------------------------------------------------------------------------
Net Operating Expenses 1.78%
--------------------------------------------------------------------------------
|
(1.) Purchasers of Creation Units and parties redeeming Creation Units must pay
a standard creation or redemption transaction fee of $500. If a Creation Unit is
purchased or redeemed outside the usual process through the National Securities
Clearing Corporation or for cash, a variable fee of up to four times the
standard creation or redemption transaction fee may be charged. See the
following discussion of "Creation Transaction Fees and Redemption Transaction
Fees."
(2.) Expressed as a percentage of average net assets.
(3.) The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to
which the Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund's
average daily net assets. However, no such fee is currently paid by the Fund.
(4.) The Fund's Investment Adviser has contractually agreed to waive fees and/or
pay Fund expenses to the extent necessary to prevent the operating expenses of
the Fund (excluding interest expenses, a portion of the Fund's licensing fees,
offering costs, brokerage commissions and other trading expenses, taxes and
extraordinary expenses such as litigation and other expenses not incurred in the
ordinary course of the Fund's business) from exceeding 0.60% of average net
assets per year, at least until December 31, 2011. The offering costs excluded
from the 0.60% expense cap are: (a) legal fees pertaining to the Fund's Shares
offered for sale; (b) SEC and state registration fees; and (c) initial fees paid
to be listed on an exchange. The Trust and the Investment Adviser have entered
into an Expense Reimbursement Agreement (the "Expense Agreement") in which the
Investment Adviser has agreed to waive its management fees and/or pay certain
operating expenses of the Fund in order to maintain the expense ratio of the
Fund at or below 0.60% (excluding the expenses set forth above) (the "Expense
Cap"). For a period of five years subsequent to the Fund's commencement of
operations, the Investment Adviser may recover from the Fund fees and expenses
waived or reimbursed during the prior three years if the Fund's expense ratio,
including the recovered expenses, falls below the Expense Cap.
PROSPECTUS | 53
Example
The following example is intended to help you compare the cost of investing in
the Fund with the costs of investing in other funds. This example does not take
into account brokerage commissions that you pay when purchasing or selling
Shares of the Fund.
The example assumes that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same each year. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:
--------------------------------------------------------------------------------
One Year * Three Years * Five Years* Ten Years*
--------------------------------------------------------------------------------
$181 $560 $1,805 $4,842
--------------------------------------------------------------------------------
|
Creation Transaction Fees and Redemption Transaction Fees
The Fund issues and redeems Shares at NAV only in large blocks of 50,000 Shares
(each block of 50,000 Shares called a "Creation Unit") or multiples thereof. As
a practical matter, only broker-dealers or large institutional investors with
creation and redemption agreements and called Authorized Participants ("APs")
can purchase or redeem these Creation Units. Purchasers of Creation Units at NAV
must pay a standard Creation Transaction Fee of $500 per transaction (assuming
100 stocks in each Creation Unit). An AP who holds Creation Units and wishes to
redeem at NAV would also pay a standard Redemption Fee of $500 per transaction
(assuming 100 stocks in each Creation Unit. See "How to Buy and Sell Shares"
later in this Prospectus). APs who hold Creation Units in inventory will also
pay the Annual Fund Operating Expenses described in the table above. Assuming an
investment in a Creation Unit of $1,250,000 and a 5% return each year, and
assuming that the Fund's gross operating expenses remain the same, the total
costs would be $23,108, $70,532, $226,151 and $605,764 if the Creation Unit is
redeemed after one year, three years, five years and ten years, respectively.*
If a Creation Unit is purchased or redeemed outside the usual process through
the National Securities Clearing Corporation or for cash, a variable fee of up
to four times the standard Creation or Redemption Transaction Fee may be charged
to the AP making the transaction.
The creation fee, redemption fee and variable fee are not expenses of the Fund
and do not impact the Fund's expense ratio.
* The costs for the one-year and the three-year examples reflect the Expense
Cap that is in effect until December 31, 2011, as set forth in the
footnotes to the fee table. The costs for the five-year and ten-year
examples do not reflect the Expense Cap after such date.
54 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Secondary Investment Strategies
As a primary investment strategy, each Fund will at all times invest at least
80% or 90%, as applicable, of its total assets in component securities that
comprise its respective Index and investments that have economic characteristics
that are substantially identical to the economic characteristics of the
component securities that comprise its respective Index. As secondary investment
strategies, the Funds may invest their remaining assets in money market
instruments, including repurchase agreements or other funds which invest
exclusively in money market instruments, convertible securities, structured
notes (notes on which the amount of principal repayment and interest payments
are based on the movement of one or more specified factors, such as the movement
of a particular stock or stock index) and in swaps, options and futures
contracts. Swaps, options and futures contracts (and convertible securities and
structured notes) may be used by a Fund in seeking performance that corresponds
to its respective Index, and in managing cash flows. The Funds will not invest
in money market instruments as part of a temporary defensive strategy to protect
against potential stock market declines. The Investment Adviser anticipates that
it may take approximately three business days (i.e., each day the NYSE Arca or
the AMEX, as applicable, is open) for additions and deletions to each Fund's
Index to be reflected in the portfolio composition of the Fund.
Each Fund may borrow money from a bank up to a limit of 10% of the value of its
assets, but only for temporary or emergency purposes.
The Funds may lend their portfolio securities to brokers, dealers and other
financial institutions desiring to borrow securities to complete transactions
and for other purposes. In connection with such loans, the Fund receives liquid
collateral equal to at least 102% of the value of the portfolio securities being
lent. This collateral is marked to market on a daily basis.
The policies described herein constitute non-fundamental policies that may be
changed by the Board of Trustees without shareholder approval. Certain other
fundamental policies of the Funds are set forth in the Statement of Additional
Information under "Investment Restrictions."
PROSPECTUS | 55
Additional Risk Considerations
In addition to the risks described previously, there are certain other risks
related to investing in the Funds.
Trading Issues. Trading in Shares on the NYSE Arca or the AMEX may be halted due
to market conditions or for reasons that, in the view of the NYSE Arca, or the
AMEX, as applicable, make trading in Shares inadvisable. In addition, trading in
Shares on the NYSE Arca or the AMEX is subject to trading halts caused by
extraordinary market volatility pursuant to the NYSE Arca or the AMEX, as
applicable, "circuit breaker" rules. There can be no assurance that the
requirements of the NYSE Arca or the AMEX, as applicable, necessary to maintain
the listing of the Funds will continue to be met or will remain unchanged.
Fluctuation of Net Asset Value. The NAV of a Fund's Shares will generally
fluctuate with changes in the market value of the Fund's holdings. The market
prices of the Shares will generally fluctuate in accordance with changes in NAV
as well as the relative supply of and demand for the Shares on the NYSE Arca or
the AMEX, as applicable. The Investment Adviser cannot predict whether the
Shares will trade below, at or above their NAV. Price differences may be due, in
large part, to the fact that supply and demand forces at work in the secondary
trading market for the Shares will be closely related to, but not identical to,
the same forces influencing the prices of the stocks of the Index trading
individually or in the aggregate at any point in time.
However, given that the Shares can be purchased and redeemed in Creation Units
(unlike shares of many closed-end funds, which frequently trade at appreciable
discounts from, and sometimes premiums to, their NAV), the Investment Adviser
believes that large discounts or premiums to the NAV of the Shares should not be
sustained.
Securities Lending. Although a Fund will receive collateral in connection with
all loans of its securities holdings, the Fund would be exposed to a risk of
loss should a borrower default on its obligation to return the borrowed
securities (e.g., the loaned securities may have appreciated beyond the value of
the collateral held by the Fund). In addition, the Fund will bear the risk of
loss of any cash collateral that it invests.
Leverage. To the extent that a Fund borrows money, it may be leveraged.
Leveraging generally exaggerates the effect on NAV of any increase or decrease
in the market value of the Fund's portfolio securities.
These risks are described further in the Statement of Additional Information.
56 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Investment Advisory Services
Investment Adviser
Claymore Advisors, LLC, a wholly-owned subsidiary of Claymore Group Inc., acts
as each Fund's investment adviser pursuant to an advisory agreement with the
Fund (the "Advisory Agreement"). The Investment Adviser is a Delaware limited
liability company with its principal offices located at 2455 Corporate West
Drive, Lisle, Illinois 60532. As of June 30, 2008, Claymore entities have
provided supervisory, management, servicing or distribution services on
approximately $18.4 billion in assets. Claymore currently offers exchange-traded
funds, unit investment trusts and closed-end funds. Pursuant to the Advisory
Agreement, the Investment Adviser manages the investment and reinvestment of
each Fund's assets and administers the affairs of each Fund to the extent
requested by the Board of Trustees. The Investment Adviser also acts as
investment adviser to closed-end and open-end management investment companies.
Pursuant to the Advisory Agreement, each Fund pays the Investment Adviser an
advisory fee for the services and facilities it provides payable on a monthly
basis at the annual rate of each Fund's average daily net assets as set forth in
the table below.
FUND(S) ANNUAL FEE
--------------------------------------------------------------------------------
Claymore U.S. Capital Markets Bond ETF;
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF 0.20%
--------------------------------------------------------------------------------
Claymore U.S.-1 - The Capital Markets Index ETF 0.25%
--------------------------------------------------------------------------------
Claymore/Morningstar Information Super Sector Index ETF;
Claymore/Morningstar Services Super Sector Index ETF;
Claymore/Morningstar Manufacturing Super Sector Index ETF 0.40%
--------------------------------------------------------------------------------
Claymore/Zacks Dividend Rotation ETF 0.50%
--------------------------------------------------------------------------------
|
The Investment Adviser has contractually agreed to waive fees and/or pay Fund
expenses to the extent necessary to prevent the operating expenses of each Fund
(excluding interest expenses, a portion of each Fund's licensing fees, offering
costs (up to 0.25% of average net assets for the Claymore U.S. Capital Markets
Bond ETF, Claymore U.S. Capital Markets Micro-Term Fixed Income ETF and Claymore
U.S.-1 - The Capital Markets Index ETF) brokerage commissions and other trading
expenses, taxes and extraordinary expenses such as litigation and other expenses
not incurred in the ordinary course of each Fund's business) from exceeding the
percentage of average net assets per year of each Fund, as set forth in the
table below, at least until December 31, 2011.
FUND(S) EXPENSE CAP
--------------------------------------------------------------------------------
Claymore U.S. Capital Markets Bond ETF;
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF 0.27%
--------------------------------------------------------------------------------
Claymore U.S.-1 - The Capital Markets Index ETF 0.37%
--------------------------------------------------------------------------------
Claymore/Morningstar Information Super Sector Index ETF;
Claymore/Morningstar Services Super Sector Index ETF;
Claymore/Morningstar Manufacturing Super Sector Index ETF 0.40%
--------------------------------------------------------------------------------
Claymore/Zacks Dividend Rotation ETF 0.60%
--------------------------------------------------------------------------------
PROSPECTUS | 57
|
The offering costs excluded from the Expense Cap are: (a) legal fees pertaining
to each Fund's Shares offered for sale; (b) SEC and state registration fees; and
(c) initial fees paid to be listed on an exchange. The Trust and the Investment
Adviser have entered into the Expense Agreement, in which the Investment Adviser
has agreed to waive its management fees and/or pay certain operating expenses of
each Fund in order to maintain the expense ratio of each Fund at or below the
applicable Expense Cap as set forth in the table above (excluding the expenses
set forth above) (the "Expense Cap"). For a period of five years subsequent to
each Fund's commencement of operations, the Investment Adviser may recover from
each Fund fees and expenses waived or reimbursed during the prior three years if
the Fund's expense ratio, including the recovered expenses, falls below the
Expense Cap.
In addition to advisory fees, each Fund pays all other costs and expenses of its
operations, including service fees, distribution fees, custodian fees, legal and
independent registered public accounting firm fees, the costs of reports and
proxies to shareholders, compensation of Trustees (other than those who are
affiliated persons of the Investment Adviser) and all other ordinary business
expenses not specifically assumed by the Investment Adviser.
Investment Subadviser
Mellon Capital Management Corporation ("Mellon Capital") acts as the Investment
Subadviser to each of the Claymore U.S.-1 - The Capital Markets Index ETF,
Claymore U.S. Capital Markets Bond ETF and Claymore U.S. Capital Markets
Micro-Term Fixed Income ETF pursuant to a subadvisory agreement with the
Investment Adviser (the "Subadvisory Agreement"). Mellon Capital is a leading
innovator in the investment industry and manages global quantitative-based
investment strategies for institutional and private investors with its principal
office located at 50 Fremont Street, Suite 3900, San Francisco, California
94105. As of June 30, 2008, Mellon Capital had assets under management totaling
approximately $221 billion. Mellon Capital is a wholly-owned indirect subsidiary
of The Bank of New York Mellon Corporation, a publicly traded financial holding
company.
Pursuant to the Subadvisory Agreement, the Investment Adviser pays the
Investment Subadviser on a monthly basis a portion of the net advisory fees it
receives from each Fund, at the annual rate of 0.08% of average net assets up to
$200 million and 0.05% of average net assets over $200 million per Fund. The
Investment Adviser will pay the Investment Subadviser a minimum of $50,000 per
Fund per year after the Funds' first year of operations.
Approval of Advisory Agreement
A discussion regarding the basis for the Board of Trustees' approval of the
Advisory Agreement is available in the annual report to shareholders dated May
31, 2008 for the Claymore U.S.-1 - The Capital Markets Index ETF, Claymore U.S.
Capital Markets Bond ETF and Claymore U.S. Capital Markets Micro-Term Fixed
Income ETF, and is available in the semi-annual report to shareholders dated
December 31, 2007 for the Claymore/Morningstar Information Super Sector Index
ETF, Claymore/Morningstar Services Super Sector Index ETF, Claymore/Morningstar
Manufacturing Super Sector Index ETF and Claymore/Zacks Dividend Rotation ETF.
58 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Portfolio Management
The portfolio manager who is currently responsible for the day-to-day management
of each Fund's portfolio (except for the Claymore U.S.-1 - The Capital Markets
Index ETF, Claymore U.S. Capital Markets Bond ETF and Claymore U.S. Capital
Markets Micro-Term Fixed Income ETF) is Chuck Craig, CFA. Mr. Craig has managed
each Fund's portfolio since its inception. Mr. Craig is a Managing Director,
Portfolio Management and Supervision, of the Investment Adviser and Claymore
Securities, Inc. and joined Claymore Securities, Inc. in May of 2003. Mr. Craig
received a M.S. in Financial Markets from the Center for Law and Financial
Markets at the Illinois Institute of Technology. He also earned a B.S. in
Finance from Northern Illinois University.
Mellon Capital supervises and manages the investment portfolio of the Claymore
U.S.-1 -The Capital Markets Index ETF, Claymore U.S. Capital Markets Bond ETF
and Claymore U.S. Capital Markets Micro-Term Fixed Income ETF and directs the
purchase and sale of the Fund's investment securities. Each of the Mellon
Capital portfolio managers set forth below has managed the applicable Fund's
portfolio since its inception. Mellon Capital utilizes teams of investment
professionals acting together to manage the assets of each Fund. The teams meet
regularly to review portfolio holdings and to discuss purchase and sale
activity.
The portfolios of the Claymore U.S. Capital Markets Bond ETF and Claymore U.S.
Capital Markets Micro-Term Fixed Income ETF, and the fixed income and money
market portions of the portfolio of the Claymore U.S.-1 - The Capital Markets
Index ETF, are managed by Mellon Capital's Fixed Income Management team. The
individual members of the team who are primarily responsible for the day-to-day
management of those Fund's portfolios are:
David C. Kwan has been a Managing Director of Mellon Capital since 2000. He has
also been the Head of Fixed Income Management Group since 1994 and the Head of
the Trading Group since 1996. Mr. Kwan has direct oversight responsibility for
all U.S. and international fixed income portfolios, and the management of the
Global Opportunity Strategy. Mr. Kwan has had various positions and
responsibilities at Mellon Capital since he joined in 1990, one of which was
management of the firm's Enhanced Asset Allocation Fund. He received his M.B.A.
degree from University of California at Berkeley in 1990. Mr. Kwan has 18 years
of investment experience.
Zandra Zelaya has been a Vice President, Fixed Income at Mellon Capital since
November 2007. She joined Mellon Capital in 1997 as equity trading assistant.
Throughout the years she has held various positions in the Fixed Income
Management group among which were: Associate Portfolio Manager from 1999 to
January 2002, Senior Portfolio Manager 2002 to 2006 and Assistant Vice President
from 2006 to her recent promotion as Vice President. Prior to joining Mellon
Capital she worked as client support for fixed income analytics and managed the
data analytics department at Gifford Fong Associates. Ms. Zelaya attained the
Chartered Financial Analyst ("CFA") designation. She graduated with BS from
California State University, Hayward, California. She has 13 years of investment
experience.
The equity portion of the portfolio of the Claymore U.S.-1 - The Capital Markets
Index ETF is managed by Mellon Capital's equity portfolio management team. The
head of the portfolio management team who is responsible for the day-to-day
management of that portion of the Fund's portfolio is Denise Krisko.
Ms. Krisko is the head of equity index management and a managing director of The
Bank of New York Mellon where she has been employed since 2005. Prior to joining
The Bank of
PROSPECTUS | 59
New York, Ms. Krisko held various senior investment positions with Deutsche
Asset Management and Northern Trust and was a senior quantitative equity
portfolio manager and trader for The Vanguard Group. Ms. Krisko attained the
Chartered Financial Analyst ("CFA") designation. She graduated with a BS from
Pennsylvania State University, and obtained an MBA from Villanova University.
Ms. Krisko is managing the Fund in her capacity as an officer of Mellon Capital.
The Statement of Additional Information provides additional information about
each portfolio manager's compensation structure, other accounts managed by the
portfolio manager and the portfolio manager's ownership of securities of the
funds he or she manages.
60 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Purchase and Redemption of Shares
General
The Shares are issued or redeemed by the Funds at net asset value per Share only
in Creation Unit size. See "Creations, Redemptions and Transaction Fees."
Most investors buy and sell Shares of the Funds in secondary market transactions
through brokers. Shares of the Funds are listed and traded on the secondary
market on the NYSE Arca or the AMEX. Shares can be bought and sold throughout
the trading day like other publicly traded shares. There is no minimum
investment. Although Shares are generally purchased and sold in "round lots" of
100 Shares, brokerage firms typically permit investors to purchase or sell
Shares in smaller "odd lots," at no per-share price differential. When buying or
selling Shares through a broker, you will incur customary brokerage commissions
and charges, and you may pay some or all of the spread between the bid and the
offered price in the secondary market on each leg of a round trip (purchase and
sale) transaction. The Funds trade on the NYSE Arca or the AMEX, as applicable,
at prices that may differ to varying degrees from the daily NAV of the Shares.
Given that each Fund's Shares can be issued and redeemed in Creation Units, the
Investment Adviser believes that large discounts and premiums to NAV should not
be sustained for long. The following Funds trade under the NYSE Arca symbols set
forth in the chart below.
Name of Fund NYSE Arca Ticker Symbol
-----------------------------------------------------------------------------------
Claymore/Morningstar Information Super Sector Index ETF MZN
-----------------------------------------------------------------------------------
Claymore/Morningstar Services Super Sector Index ETF MZO
-----------------------------------------------------------------------------------
Claymore/Morningstar Manufacturing Super Sector Index ETF MZG
-----------------------------------------------------------------------------------
|
The following Funds trade under the AMEX symbols set forth in the chart below.
Name of Fund AMEX Ticker Symbol
-----------------------------------------------------------------------------------
Claymore U.S. Capital Markets Bond ETF UBD
-----------------------------------------------------------------------------------
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF ULQ
-----------------------------------------------------------------------------------
Claymore U.S.-1 - The Capital Markets Index ETF UEM
-----------------------------------------------------------------------------------
Claymore/Zacks Dividend Rotation ETF IRO
-----------------------------------------------------------------------------------
|
Share prices are reported in dollars and cents per Share.
PROSPECTUS | 61
Investors may acquire Shares directly from the Funds, and shareholders may
tender their Shares for redemption directly to the Funds, only in Creation Units
of the amount of Shares set forth in the table below, as discussed in the
"Creations, Redemptions and Transaction Fees" section, which follows.
FUND(S) CREATION UNIT SIZE
--------------------------------------------------------------------------------
Claymore U.S.-1 - The Capital Markets Index ETF 200,000 Shares
--------------------------------------------------------------------------------
Claymore/Morningstar Information Super Sector Index ETF;
Claymore/Morningstar Services Super Sector Index ETF;
Claymore/Morningstar Manufacturing Super Sector Index ETF 150,000 Shares
--------------------------------------------------------------------------------
Claymore U.S. Capital Markets Bond ETF;
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF 100,000 Shares
--------------------------------------------------------------------------------
Claymore/Zacks Dividend Rotation ETF 50,000 Shares
--------------------------------------------------------------------------------
|
Book Entry
Shares are held in book-entry form, which means that no stock certificates are
issued. The Depository Trust Company ("DTC") or its nominee is the record owner
of all outstanding Shares of the Funds and is recognized as the owner of all
Shares for all purposes.
Investors owning Shares are beneficial owners as shown on the records of DTC or
its participants. DTC serves as the securities depository for all Shares.
Participants in DTC include securities brokers and dealers, banks, trust
companies, clearing corporations and other institutions that directly or
indirectly maintain a custodial relationship with DTC. As a beneficial owner of
Shares, you are not entitled to receive physical delivery of stock certificates
or to have Shares registered in your name, and you are not considered a
registered owner of Shares. Therefore, to exercise any right as an owner of
Shares, you must rely upon the procedures of DTC and its participants. These
procedures are the same as those that apply to any other stocks that you may
hold in book entry or "street name" form.
62 | CLAYMORE EXCHANGE-TRADED FUND TRUST
How To Buy And Sell Shares
Pricing Fund Shares
The trading price of each Fund's shares on the NYSE Arca or the AMEX, as
applicable, may differ from the Fund's daily net asset value and can be affected
by market forces of supply and demand, economic conditions and other factors.
The NYSE Arca or the AMEX, as applicable, intends to disseminate the approximate
value of Shares of the Funds every fifteen seconds. This approximate value
should not be viewed as a "real-time" update of the NAV per Share of the Funds
because the approximate value may not be calculated in the same manner as the
NAV, which is computed once a day, generally at the end of the business day. The
Funds are not involved in, or responsible for, the calculation or dissemination
of the approximate value and the Funds do not make any warranty as to its
accuracy.
The net asset value per Share for each Fund is determined once daily as of the
close of the NYSE Arca or the AMEX, as applicable, usually 4:00 p.m. Eastern
time, each day the NYSE Arca or the AMEX, as applicable, is open for trading
provided that, for the Claymore U.S. Capital Markets Bond ETF, Claymore U.S.
Capital Markets Micro-Term Fixed Income ETF and the Claymore U.S.-1 - The
Capital Markets Index ETF, the NAV may be calculated as of the announced closing
time for trading in fixed income instruments on any day that the Securities
Industry and Financial Markets Association announces an early closing time. NAV
per Share is determined by dividing the value of the Fund's portfolio
securities, cash and other assets (including accrued interest), less all
liabilities (including accrued expenses), by the total number of shares
outstanding.
Equity securities are valued at the last reported sale price on the principal
exchange or on the principal OTC market on which such securities are traded, as
of the close of regular trading on the NYSE Arca or the AMEX, as applicable, on
the day the securities are being valued or, if there are no sales, at the mean
of the most recent bid and asked prices. Equity securities that are traded
primarily on the NASDAQ Stock Market are valued at the NASDAQ Official Closing
Price. Debt securities are valued at the bid price for such securities or, if
such prices are not available, at prices for securities of comparable maturity,
quality, and type. Short-term securities for which market quotations are not
readily available are valued at amortized cost, which approximates market value.
Securities for which market quotations are not readily available, including
restricted securities, are valued by a method that the Trustees believe
accurately reflects fair value. Securities will be valued at fair value when
market quotations are not readily available or are deemed unreliable, such as
when a security's value or meaningful portion of a Fund's portfolio is believed
to have been materially affected by a significant event. Such events may include
a natural disaster, an economic event like a bankruptcy filing, a trading halt
in a security, an unscheduled early market close or a substantial fluctuation in
domestic and foreign markets that has occurred between the close of the
principal exchange and the NYSE Arca or the AMEX, as applicable. In such a case,
the value for a security is likely to be different from the last quoted market
price. In addition, due to the subjective and variable nature of fair market
value pricing, it is possible that the value determined for a particular asset
may be materially different from the value realized upon such asset's sale.
PROSPECTUS | 63
Creation Units
Investors such as market makers, large investors and institutions who wish to
deal in Creation Units directly with the Funds must have entered into an
authorized participant agreement with the distributor and the transfer agent, or
purchase through a dealer that has entered into such an agreement. Set forth
below is a brief description of the procedures applicable to purchase and
redemption of Creation Units. For more detailed information, see "Creation and
Redemption of Creation Unit Aggregations" in the Statement of Additional
Information.
How to Buy Shares
In order to purchase Creation Units of a Fund, an investor must generally
deposit a designated portfolio of securities constituting a substantial
replication, or a representation, of the stocks included in the Index (the
"Deposit Securities") and generally make a small cash payment referred to as the
"Cash Component." For those Authorized Participants that are not eligible for
trading a Deposit Security, custom orders are available. The list of the names
and the numbers of shares of the Deposit Securities is made available by the
Funds' custodian through the facilities of the National Securities Clearing
Corporation, commonly referred to as NSCC, immediately prior to the opening of
business each day of the NYSE Arca or the AMEX, as applicable. The Cash
Component represents the difference between the net asset value of a Creation
Unit and the market value of the Deposit Securities. In the case of custom
orders, cash-in-lieu may be added to the Cash Component to replace any Deposit
Securities that the Authorized Participant may not be eligible to trade.
Orders must be placed in proper form by or through either (i) a "Participating
Party" i.e., a broker-dealer or other participant in the Clearing Process of the
Continuous Net Settlement System of the NSCC (the "Clearing Process") or (ii) a
participant of The Depository Trust Company ("DTC Participant") that has entered
into an agreement with the Trust, the distributor and the transfer agent, with
respect to purchases and redemptions of Creation Units (collectively,
"Authorized Participant" or "AP"). All standard orders must be placed for one or
more whole Creation Units of Shares of each Fund and must be received by the
distributor in proper form no later than the close of regular trading on the
NYSE Arca or the AMEX, as applicable (ordinarily 4:00 p.m. Eastern time)
("Closing Time") in order to receive that day's closing NAV per Share. In the
case of custom orders, as further described in the Statement of Additional
Information, the order must be received by the distributor no later than one
hour prior to Closing Time in order to receive that day's closing NAV per Share.
A custom order may be placed by an Authorized Participant in the event that the
Trust permits or requires the substitution of an amount of cash to be added to
the Cash Component to replace any Deposit Security which may not be available in
sufficient quantity for delivery or which may not be eligible for trading by
such Authorized Participant or the investor for which it is acting or any other
relevant reason. See "Creation and Redemption of Creation Unit Aggregations" in
the Statement of Additional Information.
64 | CLAYMORE EXCHANGE-TRADED FUND TRUST
The following fixed creation transaction fees per transaction for the Funds (the
"Creation Transaction Fee") set forth in the table below, are applicable to each
transaction regardless of the number of Creation Units purchased in the
transaction.
FIXED CREATION
TRANSACTION FEES
FUND (PER TRANSACTION)
--------------------------------------------------------------------------------
Claymore/Morningstar Manufacturing Super Sector Index ETF $3,500
--------------------------------------------------------------------------------
Claymore/Morningstar Information Super Sector Index ETF $2,000
--------------------------------------------------------------------------------
Claymore/Morningstar Services Super Sector Index ETF $5.500
--------------------------------------------------------------------------------
Claymore U.S. Capital Markets Bond ETF $1,000
--------------------------------------------------------------------------------
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF $1,000
--------------------------------------------------------------------------------
Claymore U.S.-1 - The Capital Markets Index ETF $1,000
--------------------------------------------------------------------------------
Claymore/Zacks Dividend Rotation ETF $ 500
--------------------------------------------------------------------------------
|
A variable charge of up to four times the Creation Transaction Fee may be
imposed with respect to transactions effected outside of the Clearing Process
(through a DTC Participant) or to the extent that cash is used in lieu of
securities to purchase Creation Units. See "Creation and Redemption of Creation
Unit Aggregations" in the Statement of Additional Information. The price for
each Creation Unit will equal the daily NAV per Share times the number of Shares
in a Creation Unit plus the fees described above and, if applicable, any
transfer taxes.
Shares of each Fund may be issued in advance of receipt of all Deposit
Securities subject to various conditions, including a requirement to maintain on
deposit with the Trust cash at least equal to 115% of the market value of the
missing Deposit Securities. Any such transaction effected must be effected
outside the Clearing Process. See "Creation and Redemption of Creation Unit
Aggregations" in the Statement of Additional Information.
Legal Restrictions on Transactions in Certain Stocks
An investor subject to a legal restriction with respect to a particular stock
required to be deposited in connection with the purchase of a Creation Unit may,
at a Fund's discretion, be permitted to deposit an equivalent amount of cash in
substitution for any stock which would otherwise be included in the Deposit
Securities applicable to the purchase of a Creation Unit. For more details, see
"Creation and Redemption of Creation Unit Aggregations" in the Statement of
Additional Information.
Redemption of Shares
Shares may be redeemed only in Creation Units at their NAV and only on a day the
NYSE Arca or the AMEX, as applicable, is open for business. The Funds' custodian
makes available immediately prior to the opening of business each day of the
NYSE Arca or the AMEX, as applicable, through the facilities of the NSCC, the
list of the names and the numbers of shares of the Funds' portfolio securities
that will be applicable that day to redemption requests in proper form ("Fund
Securities"). Fund Securities received on redemption may not be identical to
Deposit Securities which are applicable to purchases of Creation Units. Unless
cash redemptions are available or specified for the Funds, the redemption
proceeds
PROSPECTUS | 65
consist of the Fund Securities, plus cash in an amount equal to the difference
between the NAV of Shares being redeemed as next determined after receipt by the
transfer agent of a redemption request in proper form, and the value of the Fund
Securities (the "Cash Redemption Amount"), less the applicable redemption fee
and, if applicable, any transfer taxes. Should the Fund Securities have a value
greater than the NAV of Shares being redeemed, a compensating cash payment to
the Trust equal to the differential, plus the applicable redemption fee and, if
applicable, any transfer taxes will be required to be arranged for by or on
behalf of the redeeming shareholder. For more details, see "Creation and
Redemption of Creation Unit Aggregations" in the Statement of Additional
Information.
An order to redeem Creation Units of the Fund may only be effected by or through
an Authorized Participant. An order to redeem must be placed for one or more
whole Creation Units and must be received by the transfer agent in proper form
no later than the Closing Time in order to receive that day's closing NAV per
Share. In the case of custom orders, as further described in the Statement of
Additional Information, the order must be received by the transfer agent no
later than 3:00 p.m. Eastern time.
The following fixed redemption transaction fees per transaction for the Funds
(the "Redemption Transaction Fee") set forth in the table below are applicable
to each redemption transaction regardless of the number of Creation Units
redeemed in the transaction.
FIXED REDEMPTION
TRANSACTION FEES
FUND (PER TRANSACTION)
--------------------------------------------------------------------------------
Claymore/Morningstar Manufacturing Super Sector Index ETF $3,500
--------------------------------------------------------------------------------
Claymore/Morningstar Information Super Sector Index ETF $2,000
--------------------------------------------------------------------------------
Claymore/Morningstar Services Super Sector Index ETF $5.500
--------------------------------------------------------------------------------
Claymore U.S. Capital Markets Bond ETF $1,000
--------------------------------------------------------------------------------
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF $1,000
--------------------------------------------------------------------------------
Claymore U.S.-1 - The Capital Markets Index ETF $1,000
--------------------------------------------------------------------------------
Claymore/Zacks Dividend Rotation ETF $ 500
--------------------------------------------------------------------------------
|
A variable charge of up to four times the Redemption Transaction Fee may be
charged to approximate additional expenses incurred by the Trust with respect to
redemptions effected outside of the Clearing Process or to the extent that
redemptions are for cash. The Funds reserve the right to effect redemptions in
cash. A shareholder may request a cash redemption in lieu of securities,
however, a Fund may, in its discretion, reject any such request. See "Creation
and Redemption of Creation Unit Aggregations" in the Statement of Additional
Information.
Distributions
Dividends and Capital Gains. Fund shareholders are entitled to their share of a
Fund's income and net realized gains on its investments. Each Fund pays out
substantially all of its net earnings to its shareholders as "distributions."
Each Fund typically earns income dividends from stocks and interest from debt
securities. These amounts, net of expenses, are passed along to Fund
shareholders as "income
66 | CLAYMORE EXCHANGE-TRADED FUND TRUST
dividend distributions." Each Fund realizes capital gains or losses whenever it
sells securities. Net long-term capital gains are distributed to shareholders as
"capital gain distributions."
Income dividends, if any, are distributed to shareholders annually for the
Claymore/Morningstar Information Super Sector Index ETF, Claymore/Morningstar
Services Super Sector Index ETF and Claymore/Morningstar Manufacturing Super
Sector Index ETF, and quarterly for the Claymore U.S.-1 - The Capital Markets
Index ETF and the Claymore/Zacks Dividend Rotation ETF and monthly for the
Claymore U.S. Capital Markets Bond ETF and the Claymore U.S. Capital Markets
Micro-Term Fixed Income ETF. Net capital gains are distributed at least
annually. Dividends may be declared and paid more frequently to improve Index
tracking or to comply with the distribution requirements of the Internal Revenue
Code of 1986, as amended. In addition, the Claymore/Zacks Dividend Rotation ETF
intends to distribute at least quarterly amounts representing the full dividend
yield net of expenses on the underlying investment securities as if the Fund
owned the underlying investment securities for the entire dividend period. As a
result, some portion of each distribution may result in a return of capital.
Fund shareholders will be notified regarding the portion of the distribution
that represents a return of capital.
Distributions in cash may be reinvested automatically in additional whole Shares
only if the broker through which the Shares were purchased makes such option
available.
Distribution Plan and Service Plan
The Board of Trustees of the Trust has adopted a distribution and services plan
(the "Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as
amended (the "1940 Act"). Under the Plan, each Fund is authorized to pay
distribution fees in connection with the sale and distribution of its shares and
pay service fees in connection with the provision of ongoing services to
shareholders of each class and the maintenance of shareholder accounts in an
amount up to 0.25% of its average daily net assets each year.
No 12b-1 fees are currently paid by the Funds, and there are no current plans to
impose these fees. However, in the event 12b-1 fees are charged in the future,
because these fees are paid out of a Fund's assets on an ongoing basis, these
fees will increase the cost of your investment in the Fund. By purchasing shares
subject to distribution fees and service fees, you may pay more over time than
you would by purchasing shares with other types of sales charge arrangements.
Long-term shareholders may pay more than the economic equivalent of the maximum
front-end sales charge permitted by the rules of the Financial Industry
Regulatory Authority. The net income attributable to the Shares will be reduced
by the amount of distribution fees and service fees and other expenses of the
Funds.
PROSPECTUS | 67
Frequent Purchases and Redemptions
The Funds impose no restrictions on the frequency of purchases and redemptions.
The Board of Trustees evaluated the risks of market timing activities by the
Funds' shareholders when they considered that no restriction or policy was
necessary. The Board considered that, unlike traditional mutual funds, each Fund
issues and redeems its shares at NAV for a basket of securities intended to
mirror the Fund's portfolio, plus a small amount of cash, and a Fund's Shares
may be purchased and sold on the exchange at prevailing market prices. Given
this structure, the Board determined that it is unlikely that (a) market timing
would be attempted by each Fund's shareholders or (b) any attempts to market
time a Fund by its shareholders would result in negative impact to the Fund or
its shareholders.
Fund Service Providers
Claymore Advisors, LLC is the administrator of the Funds.
The Bank of New York Mellon is the custodian and fund accounting and transfer
agent for the Funds.
Clifford Chance US LLP serves as legal counsel to the Funds.
Ernst & Young LLP serves as each Fund's independent registered public accounting
firm. The independent registered public accounting firm is responsible for
auditing the annual financial statements of the Funds.
Index Providers
Morningstar, Inc. is the Index Provider for the Claymore/Morningstar Information
Super Sector Index ETF, Claymore/Morningstar Services Super Sector Index ETF and
Claymore/Morningstar Manufacturing Super Sector Index ETF. Morningstar is not
affiliated with the Trust, the Investment Adviser or the distributor. The
Investment Adviser has entered into a license agreement with Morningstar to use
the Index.
Dorchester Capital Management LLC is the Index Provider for Claymore U.S.
Capital Markets Bond ETF, Claymore U.S. Capital Markets Micro-Term Fixed Income
ETF and Claymore U.S.-1 - The Capital Markets Index ETF. Dorchester is not
affiliated with the Trust, the Investment Adviser, the Investment Subadviser or
the distributor. The Investment Adviser has entered into a license agreement
with Dorchester to use each Index.
Zacks Investment Research, Inc. is the Index Provider for the Claymore/Zacks
Dividend Rotation ETF. Zacks is not affiliated with the Trust, the Investment
Adviser or the distributor. The Investment Adviser has entered into a license
agreement with Zacks to use the Index.
Each Fund is entitled to use its respective Index pursuant to a sub-licensing
arrangement with the Investment Adviser.
68 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Disclaimers
The "Morningstar Information Super Sector Index," "Morningstar Services Super
Sector Index" and "Morningstar Manufacturing Super Sector Index" are trademarks
of Morningstar and have been licensed for use for certain purposes by the
Investment Adviser. The Fund is not sponsored, endorsed, sold or promoted by
Morningstar and Morningstar makes no representation regarding the advisability
of investing in Shares of the Fund.
The Claymore/Morningstar Information Super Sector Index ETF,
Claymore/Morningstar Services Super Sector Index ETF and Claymore/Morningstar
Manufacturing Super Sector Index ETF and their Shares are not sponsored,
endorsed, sold or promoted by Morningstar. Morningstar makes no representation
or warranty, express or implied, to the shareholders of the Funds or any member
of the public regarding the advisability of investing in securities generally or
in the Funds particularly or the ability of any data supplied by Morningstar to
track general stock market performance. Morningstar's only relationship to the
Investment Adviser is the licensing of certain trademarks and trade names of
Morningstar and of the data supplied by Morningstar, which is determined,
composed and calculated by Morningstar without regard to the Funds or their
Shares. Morningstar has no obligation to take the needs of the Investment
Adviser or the shareholders of the Funds into consideration in determining,
composing or calculating the data supplied by Morningstar. Morningstar is not
responsible for and has not participated in the determination of the prices of
the Shares of the Funds or the timing of the issuance or sale of such Shares.
Morningstar has no obligation or liability in connection with the
administration, marketing or trading of the Funds or their Shares.
The "CPMKTB-The Capital Markets Bond Index," "CPMKTL-The Capital Markets
Liquidity Index" and "CPMKTS-The Capital Markets Index" are trademarks of
Dorchester and have been licensed for use for certain purposes by the Investment
Adviser. The Funds are not sponsored, endorsed, sold or promoted by Dorchester
and Dorchester makes no representation regarding the advisability of investing
in Shares of the Funds.
The Claymore U.S. Capital Markets Bond ETF, Claymore U.S. Capital Markets
Micro-Term Fixed Income ETF and Claymore U.S.-1 - The Capital Markets Index ETF
and their shares are not sponsored, endorsed, sold or promoted by Dorchester.
Dorchester makes no representation or warranty, express or implied, to the
shareholders of the funds or any member of the public regarding the advisability
of investing in securities generally or in the funds particularly or the ability
of any data supplied by Dorchester to track general market performance.
Dorchester's only relationship to the investment adviser is the licensing of
each index, which are determined, composed and calculated by Dorchester without
regard to the Investment Adviser, the funds or their shares. Dorchester has no
obligation to take the needs of the Investment Adviser or the shareholders of
the funds into consideration in determining, composing or calculating each
index. Dorchester is not responsible for and has not participated in the
determination of the timing of, prices at or quantities of the shares of the
funds to be issued or in the determination or calculation of the equation by
which the shares of the funds may be converted to cash. Dorchester has no
obligation or liability in connection with the administration, marketing or
trading of the funds or their shares. Dorchester shall not be under any
obligation to advise any person of any error in any index. due to the number of
sources from which index content is obtained, and the inherent hazards of
electronic distribution there may be delays, omissions or inaccuracies in such
content and each Index.
PROSPECTUS | 69
Each index and its content is provided "as is." Neither dorchester nor any of
its respective affiliates, agents and licensors warrants or guarantees the
accuracy, completeness, currentness, noninfringement, merchantability or fitness
for a particular purpose of each index or of the data used to calculate an index
or the content available through an index, or the uninterrupted calculation or
dissemination of an index. Neither Dorchester nor any of its affiliates, agents
or licensors shall be liable for any loss or injury resulting directly from use
of an index and caused in whole or part by contingencies beyond its control in
procuring, compiling, interpreting, reporting or delivering an index and any
content through such index. In no event will Dorchester or any of its
affiliates, agents or licensors be liable for any decision made or action taken
in reliance on such content or index. Neither Dorchester nor any of its
affiliates, agents and licensors shall be liable for any damages (including,
without limitation, consequential, special, punitive, incidental, indirect, lost
profits or similar damages) even if advised of the possibility of such damages.
Except for the funds, there are no third party beneficiaries of any agreements
or arrangements between Dorchester and the Investment Adviser.
The "Zacks Dividend Rotation Index" is a trademark of Zacks and has been
licensed for use for certain purposes by the Investment Adviser. The Fund is not
sponsored, endorsed, sold or promoted by Zacks and Zacks makes no representation
regarding the advisability of investing in Shares of the Fund.
The Claymore/Zacks Dividend Rotation ETF and its Shares are not sponsored,
endorsed, sold or promoted by Zacks. Zacks makes no representation or warranty,
express or implied, to the shareholders of the Fund or any member of the public
regarding the advisability of investing in securities generally or in the Fund
particularly or the ability of any data supplied by Zacks to track general stock
market performance. Zacks's only relationship to the Investment Adviser is the
licensing of certain trademarks and trade names of Zacks and of the data
supplied by Zacks, which is determined, composed and calculated by Zacks without
regard to the Fund or its Shares. Zacks has no obligation to take the needs of
the Investment Adviser or the shareholders of the Fund into consideration in
determining, composing or calculating the data supplied by Zacks. Zacks is not
responsible for and has not participated in the determination of the price of
the Shares of the Fund or the timing of the issuance or sale of such Shares.
Zacks has no obligation or liability in connection with the administration,
marketing or trading of the Fund or its Shares.
The Investment Adviser and Investment Subadviser do not guarantee the accuracy
and/or the completeness of each Index or any data included therein, and the
Investment Adviser and Investment Subadviser shall have no liability for any
errors, omissions or interruptions therein. The Investment Adviser and
Investment Subadviser make no warranty, express or implied, as to results to be
obtained by the Funds, owners of the Shares of the Funds or any other person or
entity from the use of each Index or any data included therein. The Investment
Adviser and Investment Subadviser make no express or implied warranties, and
expressly disclaim all warranties of merchantability or fitness for a particular
purpose or use with respect to each Index or any data included therein. Without
limiting any of the foregoing, in no event shall the Investment Adviser and
Investment Subadviser have any liability for any special, punitive, direct,
indirect or consequential damages (including lost profits) arising out of
matters relating to the use of each Index even if notified of the possibility of
such damages.
70 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Federal Income Taxation
As with any investment, you should consider how your investment in Shares will
be taxed. The tax information in this Prospectus is provided as general
information. You should consult your own tax professional about the tax
consequences of an investment in Shares.
Unless your investment in Shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA plan, you need to be aware of
the possible tax consequences when:
o Your Fund makes distributions,
o You sell your Shares listed on the NYSE Arca or the AMEX, as applicable,
and
o You purchase or redeem Creation Units.
Taxes on Distributions
Income dividends, if any, are distributed to shareholders annually for the
Claymore/Morningstar Information Super Sector Index ETF, Claymore/Morningstar
Services Super Sector Index ETF and Claymore/Morningstar Manufacturing Super
Sector Index ETF, quarterly for the Claymore U.S.-1 - The Capital Markets Index
ETF and the Claymore/Zacks Dividend Rotation ETF and monthly for the Claymore
U.S. Capital Markets Bond ETF and the Claymore U.S. Capital Markets Micro-Term
Fixed Income ETF. Each Fund may also pay a special distribution at the end of
the calendar year to comply with federal tax requirements. In general, your
distributions are subject to federal income tax when they are paid, whether you
take them in cash or reinvest them in a Fund. Dividends paid out of a Fund's
income and net short-term gains, if any, are taxable as ordinary income.
Distributions of net long-term capital gains, if any, in excess of net
short-term capital losses are taxable as long-term capital gains, regardless of
how long you have held the Shares.
Long-term capital gains of non-corporate taxpayers are generally taxed at a
maximum rate of 15% for taxable years beginning before January 1, 2011. In
addition, for these taxable years some ordinary dividends declared and paid by a
Fund to non-corporate shareholders may qualify for taxation at the lower reduced
tax rates applicable to long-term capital gains, provided that the holding
period and other requirements are met by the Fund and the shareholder. Without
future Congressional action, the maximum rate of long-term capital gain will
return to 20% in 2011, and all dividends wll be taxed at ordinary income rates.
Distributions in excess of a Fund's current and accumulated earnings and profits
are treated as a tax-free return of capital to the extent of your basis in the
Shares, and as capital gain thereafter. A distribution will reduce a Fund's net
asset value per Share and may be taxable to you as ordinary income or capital
gain even though, from an investment standpoint, the distribution may constitute
a return of capital.
If you are not a citizen or permanent resident of the United States, each Fund's
ordinary income dividends (which include distributions of net short-term capital
gains) will generally be subject to a 30% U.S. withholding tax, unless a lower
treaty rate applies or unless such income is effectively connected with a U.S.
trade or business carried on through a permanent establishment in the United
States. Prospective investors are urged to consult their tax advisors concerning
the applicability of the U.S. withholding tax.
PROSPECTUS | 71
Dividends and interest received by a Fund may give rise to withholding and other
taxes imposed by foreign countries. Tax conventions between certain countries
and the United States may reduce or eliminate such taxes.
By law, each Fund must withhold a percentage of your distributions and proceeds
if you have not provided a taxpayer identification number or social security
number. The backup withholding rate for individuals is currently 28%.
Taxes on Exchange-Listed Shares Sales
Currently, any capital gain or loss realized upon a sale of Shares is generally
treated as long-term capital gain or loss if the Shares have been held for more
than one year and as short-term capital gain or loss if the Shares have been
held for one year or less. The ability to deduct capital losses may be limited.
Taxes on Purchase and Redemption of Creation Units
An authorized purchaser who exchanges equity securities for Creation Units
generally will recognize a gain or a loss. The gain or loss will be equal to the
difference between the market value of the Creation Units at the time and the
exchanger's aggregate basis in the securities surrendered and the Cash Component
paid. A person who exchanges Creation Units for equity securities will generally
recognize a gain or loss equal to the difference between the exchanger's basis
in the Creation Units and the aggregate market value of the securities received
and the Cash Redemption Amount. The Internal Revenue Service, however, may
assert that a loss realized upon an exchange of securities for Creation Units
cannot be deducted under the rules governing "wash sales" on the basis that
there has been no significant change in economic position. Persons exchanging
securities should consult their own tax advisor with respect to whether the wash
sale rules apply and when a loss might be deductible.
Under current federal tax laws, any capital gain or loss realized upon
redemption of Creation Units is generally treated as long-term capital gain or
loss if the Shares have been held for more than one year and as a short-term
capital gain or loss if the Shares have been held for one year or less.
If you purchase or redeem Creation Units, you will be sent a confirmation
statement showing how many and at what price you purchased or sold Shares.
The foregoing discussion summarizes some of the possible consequences under
current federal tax law of an investment in a Fund. It is not a substitute for
personal tax advice. You may also be subject to state and local taxation on Fund
distributions and sales of Fund Shares. You are advised to consult your personal
tax advisor about the potential tax consequences of an investment in Fund Shares
under all applicable tax laws.
72 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Other Information
For purposes of the 1940 Act, each Fund is treated as a registered investment
company. Section 12(d)(1) of the 1940 Act restricts investments by investment
companies in the securities of other investment companies, including shares of
the Funds. Registered investment companies are permitted to invest in the Funds
beyond the limits set forth in Section 12(d)(1) subject to certain terms and
conditions set forth in an SEC exemptive order issued to the Trust, including
that such investment companies enter into an agreement with the Funds.
Disclosure of Portfolio Holdings
A description of the Trust's policies and procedures with respect to the
disclosure of the Funds' portfolio securities is available in the Funds'
Statement of Additional Information.
PROSPECTUS | 73
Financial Highlights
The financial highlights table is intended to help you understand each Fund's
financial performance since its inception. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned (or lost) on an investment
in each Fund (assuming reinvestment of all dividends and distributions). This
information has been derived from the Funds' financial statements which have
been audited by Ernst & Young LLP, whose report, along with the Funds' financial
statements, are included in the Funds' Annual Report, which is available upon
request.
74 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Claymore/Morningstar Information Super Sector Index ETF
For the Period
August 22, 2007**
Per share operating performance through
for a share outstanding throughout the period May 31, 2008
--------------------------------------------------------------------------------
Net asset value, beginning of period $ 25.09
--------------------------------------------------------------------------------
Income from investment operations
Net investment income (loss) (a) (0.04)
Net realized and unrealized gain (loss) on investments (0.29)
--------------------------------------------------------------------------------
Total from investment operations (0.33)
--------------------------------------------------------------------------------
Distributions to shareholders
From and in excess of net investment income (0.03)
--------------------------------------------------------------------------------
Net asset value, end of period $ 24.73
================================================================================
Market value, end of period $ 24.13
================================================================================
Total return *(b)
Net asset value -1.31%
Ratios and supplemental data
Net assets, end of period (thousands) $ 3,710
Ratio of net expenses to average net assets* 1.46%(c)
Ratio of net investment income (loss) to average net
assets* -0.21%(c)
Portfolio turnover rate 7%(d)
|
* If certain expenses had not been waived or reimbursed by
the Adviser, total return would have been lower and the
ratios would have been as follows:
Ratio of total expenses to average net assets 6.82%(c)
Ratio of net investment income (loss) to average
net assets -5.57%(c)
|
** Commencement of investment operations and initial listing date on the New
York Stock Exchange Arca.
(a) Based on average shares outstanding during the period.
(b) Total investment return is calculated assuming a purchase of a common
share at the beginning of the period and a sale on the last day of the
period reported at net asset value ("NAV"). Dividends and distributions
are assumed to be reinvested at NAV. Total investment return does not
reflect brokerage commissions. A return calculated for a period of less
than one year is not annualized.
(c) Annualized.
(d) Portfolio turnover is not annualized and does not include securities
received or delivered from processing creations or redemptions.
PROSPECTUS | 75
Claymore/Morningstar Services Super Sector Index ETF
For the Period
August 22, 2007**
Per share operating performance through
for a share outstanding throughout the period May 31, 2008
--------------------------------------------------------------------------------
Net asset value, beginning of period $ 25.12
--------------------------------------------------------------------------------
Income from investment operations
Net investment income (loss) (a) 0.14
Net realized and unrealized gain (loss) on investments (3.18)
--------------------------------------------------------------------------------
Total from investment operations (3.04)
--------------------------------------------------------------------------------
Distributions to Shareholders from
Net investment income (0.14)
--------------------------------------------------------------------------------
Net asset value, end of period $ 21.94
================================================================================
Market value, end of period $ 21.97
================================================================================
Total return* (b)
Net asset value -12.16%
Ratios and supplemental data
Net assets, end of period (thousands) $ 3,292
Ratio of net expenses to average net assets* 1.51%(c)
Ratio of net investment income to average net assets* 0.74%(c)
Portfolio turnover rate 8%(d)
|
* If certain expenses had not been waived or reimbursed by
the Adviser, total return would have been lower and the
ratios would have been as follows:
Ratio of total expenses to average net assets 7.08%(c)
Ratio of net investment income (loss) to average
net assets -4.83%(c)
|
** Commencement of investment operations and initial listing date on the New
York Stock Exchange Arca.
(a) Based on average shares outstanding during the period.
(b) Total investment return is calculated assuming a purchase of a common
share at the beginning of the period and a sale on the last day of the
period reported at net asset value ("NAV"). Dividends and distributions
are assumed to be reinvested at NAV. Total investment return does not
reflect brokerage commissions. A return calculated for a period of less
than one year is not annualized.
(c) Annualized.
(d) Portfolio turnover is not annualized and does not include securities
received or delivered from processing creations or redemptions.
76 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Claymore/Morningstar Manufacturing Super Sector Index ETF
For the Period
August 22, 2007**
Per share operating performance through
for a share outstanding throughout the period May 31, 2008
--------------------------------------------------------------------------------
Net asset value, beginning of period $ 24.90
--------------------------------------------------------------------------------
Income from investment operations
Net investment income (loss) (a) 0.16
Net realized and unrealized gain (loss) on investments 2.59
--------------------------------------------------------------------------------
Total from investment operations 2.75
--------------------------------------------------------------------------------
Distributions to Shareholders from
From and in excess of net investment income (0.18)
--------------------------------------------------------------------------------
Net asset value, end of period $ 27.47
================================================================================
Market value, end of period $ 27.21
================================================================================
Total return*(b)
Net asset value 11.05%
Ratios and supplemental data
Net assets, end of period (thousands) $ 4,121
Ratio of net expenses to average net assets* 1.39%(c)
Ratio of net investment income to average net assets* 0.78%(c)
Portfolio turnover rate 8%(d)
|
* If certain expenses had not been waived or reimbursed by
the Adviser, total return would have been lower and the
ratios would have been as follows:
Ratio of expenses to average net assets 6.31%(c)
Ratio of net investment income (loss) to average
net assets -4.14%(c)
|
** Commencement of investment operations and initial listing date on the New
York Stock Exchange Arca.
(a) Based on average shares outstanding during the period.
(b) Total investment return is calculated assuming a purchase of a common
share at the beginning of the period and a sale on the last day of the
period reported at net asset value ("NAV"). Dividends and distributions
are assumed to be reinvested at NAV. Total investment return does not
reflect brokerage commissions. A return calculated for a period of less
than one year is not annualized.
(c) Annualized.
(d) Portfolio turnover is not annualized and does not include securities
received or delivered from processing creations or redemptions.
PROSPECTUS | 77
Claymore U.S. Capital Markets Bond ETF
For the Period
February 12, 2008**
Per share operating performance through
for a share outstanding throughout the period May 31, 2008
--------------------------------------------------------------------------------
Net asset value, beginning of period $ 50.00
--------------------------------------------------------------------------------
Income from investment operations
Net investment income (loss) (a) 0.30
Net realized and unrealized gain (loss) on
investments (1.05)
--------------------------------------------------------------------------------
Total from investment operations (0.75)
--------------------------------------------------------------------------------
Distributions to shareholders from
Net investment income (0.27)
--------------------------------------------------------------------------------
Net asset value, end of period $ 48.98
================================================================================
Market value, end of period $ 49.07
================================================================================
Total return* (b)
Net asset value -1.50%
Ratios and supplemental data
Net assets, end of period (thousands) $ 4,898
Ratio of net expenses to average net assets* 0.57%(c)
Ratio of net investment income (loss) to average net assets* 2.01%(c)
Portfolio turnover rate 112%(d)
|
* If certain expenses had not been waived or reimbursed by
the Adviser, total return would have been lower and the
ratios would have been as follows:
Ratio of total expenses to average net assets 3.58%(c)
Ratio of net investment income (loss) to average
net assets -1.00%(c)
|
** Commencement of investment operations and initial listing date on the
American Stock Exchange.
(a) Based on average shares outstanding during the period.
(b) Total investment return is calculated assuming a purchase of a common
share at the beginning of the period and a sale on the last day of the
period reported at net asset value ("NAV"). Dividends and distributions
are assumed to be reinvested at NAV. Total investment return does not
reflect brokerage commissions. A return calculated for a period of less
than one year is not annualized.
(c) Annualized.
(d) Portfolio turnover is not annualized and does not include securities
received or delivered from processing creations or redemptions.
78 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF
For the Period
February 12, 2008**
Per share operating performance through
for a share outstanding throughout the period May 31, 2008
--------------------------------------------------------------------------------
Net asset value, beginning of period $ 50.00
--------------------------------------------------------------------------------
Income from investment operations
Net investment income (loss) (a) 0.32
Net realized and unrealized gain (loss) on
investments --
--------------------------------------------------------------------------------
Total from investment operations 0.32
--------------------------------------------------------------------------------
Distributions to Shareholders from
Net investment income (0.30)
--------------------------------------------------------------------------------
Net asset value, end of period $ 50.02
================================================================================
Market value, end of period $ 50.06
================================================================================
Total return* (b)
Net asset value 0.64%
Ratios and supplemental data
Net assets, end of period (thousands) $ 5,002
Ratio of net expenses to average net assets** 0.57%(c)
Ratio of net investment income to average net assets 2.15%(c)
Portfolio turnover rate 0%(d)
|
* If certain expenses had not been waived or reimbursed by
the Adviser, total return would have been lower and the
ratios would have been as follows:
Ratio of expenses to average net assets 3.80%(c)
Ratio of net investment income (loss) to average
net assets -1.08%(c)
|
** Commencement of investment operations and initial listing date on the
American Stock Exchange.
(a) Based on average shares outstanding during the period.
(b) Total investment return is calculated assuming a purchase of a common
share at the beginning of the period and a sale on the last day of the
period reported at net asset value ("NAV"). Dividends and distributions
are assumed to be reinvested at NAV. Total investment return does not
reflect brokerage commissions. A return calculated for a period of less
than one year is not annualized.
(c) Annualized.
(d) Portfolio turnover is not annualized and does not include securities
received or delivered from processing creations or redemptions.
PROSPECTUS | 79
Claymore U.S.-1 - The Capital Markets Index ETF
For the Period
February 12, 2008**
Per share operating performance through
for a share outstanding throughout the period May 31, 2008
--------------------------------------------------------------------------------
Net asset value, beginning of period $ 50.00
--------------------------------------------------------------------------------
Income from investment operations
Net investment income (loss) (a) 0.23
Net realized and unrealized gain (loss) on
investments 1.04
--------------------------------------------------------------------------------
Total from investment operations 1.27
--------------------------------------------------------------------------------
Distributions to Shareholders from
Net investment income (0.10)
--------------------------------------------------------------------------------
Net asset value, end of period $ 51.17
================================================================================
Market value, end of period $ 51.09
================================================================================
Total return* (b)
Net asset value 2.54%
Ratios and supplemental data
Net assets, end of period (thousands) $ 10,235
Ratio of net expenses to average net assets* 0.67%(c)
Ratio of net investment income to average net
assets* 1.52%(c)
Portfolio turnover rate 35%(d)
|
* If certain expenses had not been waived or reimbursed by
the Adviser, total return would have been lower and the
ratios would have been as follows:
Ratio of total expenses to average net assets 2.27%(c)
Ratio of net investment income (loss) to average
net assets -0.08%(c)
|
** Commencement of investment operations and initial listing date on the
American Stock Exchange.
(a) Based on average shares outstanding during the period.
(b) Total investment return is calculated assuming a purchase of a common
share at the beginning of the period and a sale on the last day of the
period reported at net asset value ("NAV"). Dividends and distributions
are assumed to be reinvested at NAV. Total investment return does not
reflect brokerage commissions. A return calculated for a period of less
than one year is not annualized.
(c) Annualized.
(d) Portfolio turnover is not annualized and does not include securities
received or delivered from processing creations or redemptions.
80 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Claymore/Zacks Dividend Rotation ETF
For the Period
October 24, 2007**
Per share operating performance through
for a share outstanding throughout the period May 31, 2008
--------------------------------------------------------------------------------
Net asset value, beginning of period $ 25.32
--------------------------------------------------------------------------------
Income from investment operations
Net investment income (loss) (a) 0.44
Net realized and unrealized gain (loss) on
investments (3.77)
--------------------------------------------------------------------------------
Total from investment operations (3.33)
--------------------------------------------------------------------------------
Distributions to Shareholders from
Net investment income (0.21)
--------------------------------------------------------------------------------
Net asset value, end of period $ 21.78
================================================================================
Market value, end of period $ 21.76
================================================================================
Total return*(b)
Net asset value -13.13%
Ratios and supplemental data
Net assets, end of period (thousands) $ 3,268
Ratio of net expenses to average net assets* 1.78%(c)
Ratio of net investment income (loss) to average
net assets* 3.29%(c)
Portfolio turnover rate 233%(d)
|
* If certain expenses had not been waived or reimbursed by
the Adviser, total return would have been lower and the
ratios would have been as follows:
Ratio of expenses to average net assets 5.70%(c)
Ratio of net investment income (loss) to average
net assets -0.63%(c)
|
** Commencement of investment operations and initial listing date on the
American Stock Exchange.
(a) Based on average shares outstanding during the period.
(b) Total investment return is calculated assuming a purchase of a common
share at the beginning of the period and a sale on the last day of the
period reported at net asset value ("NAV"). Dividends and distributions
are assumed to be reinvested at NAV. Total investment return does not
reflect brokerage commissions. A return calculated for a period of less
than one year is not annualized.
(c) Annualized.
(d) Portfolio turnover is not annualized and does not include securities
received or delivered from processing creations or redemptions.
PROSPECTUS | 81
Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for Shares and the NAV of the
Claymore/Morningstar Information Super Sector Index ETF, Claymore/Morningstar
Services Super Sector Index ETF and Claymore/Morningstar Manufacturing Super
Sector Index ETF. Such information with respect to the Claymore U.S.-1 - The
Capital Markets Index ETF, Claymore U.S. Capital Markets Bond ETF, Claymore U.S.
Capital Markets Micro-Term Fixed Income ETF and Claymore/Zacks Dividend Rotation
ETF will be presented once these Funds' Shares have traded for a full twelve
months. NAV is the price per share at which each Fund issues and redeems Shares.
It is calculated in accordance with the standard formula for valuing mutual fund
shares. The "Market Price" of each Fund generally is determined using the
midpoint between the highest bid and the lowest offer on the exchange on which
the Fund is listed for trading, as of the time the Fund's NAV is calculated.
Each Fund's Market Price may be at, above or below its NAV. The NAV of each Fund
will fluctuate with changes in the market value of its portfolio holdings. The
Market Price of each Fund will fluctuate in accordance with changes in its NAV,
as well as market supply and demand.
Premiums or discounts are the differences (generally expressed as a percentage)
between the NAV and Market Price of each Fund on a given day, generally at the
time NAV is calculated. A premium is the amount that each Fund is trading above
the reported NAV, expressed as a percentage of the NAV. A discount is the amount
that each Fund is trading below the reported NAV, expressed as a percentage of
the NAV.
The following information shows the frequency of distributions of premiums and
discounts for the Claymore/Morningstar Information Super Sector Index ETF,
Claymore/Morningstar Services Super Sector Index ETF and Claymore/Morningstar
Manufacturing Super Sector Index ETF. The information shown for the
Claymore/Morningstar Information Super Sector Index ETF, Claymore/Morningstar
Services Super Sector Index ETF and Claymore/Morningstar Manufacturing Super
Sector Index ETF, is for the fiscal year ended May 31, 2008 and for each of the
last four quarters.
Each line in the table shows the number of trading days in which the Fund traded
within the premium/discount range indicated. The number of trading days in each
premium/discount range is also shown as a percentage of the total number of
trading days in the period covered by the table. All data presented here
represents past performance, which cannot be used to predict future results.
82 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Claymore/Morningstar Information Super Sector Index ETF*
Number of Number of Number of Number of Number of
Days/Percentage Days/Percentage Days/Percentage Days/Percentage Days/Percentage
of Total Days of Total Days of Total Days of Total Days of Total Days
(Fiscal Year (Quarter (Quarter (Quarter (Quarter
Ended 5/31/08) Ended 6/30/08) Ended 3/31/08) Ended 12/31/07) Ended 9/30/07)
-----------------------------------------------------------------------------------------------------------------
Greater than 2.0% 2/1.03% 2/0.93% 1/0.66% -- --
-----------------------------------------------------------------------------------------------------------------
Between 1.5% and 2.0% 1/0.51% 1/0.46% 1/0.66% -- --
-----------------------------------------------------------------------------------------------------------------
Between 1.0% and 1.5% 3/1.54% 3/1.39% 2/1.32% 1/3.70% 1/1.10%
-----------------------------------------------------------------------------------------------------------------
Between 0.5% and 1.0% 4/2.05% 4/1.85% 4/2.63% -- 2/2.20%
-----------------------------------------------------------------------------------------------------------------
Between -0.5% and 0.5% 176/90.25% 197/91.20% 138/90.79 25/92.59% 86/94.51%
-----------------------------------------------------------------------------------------------------------------
Between -0.5% and -1.0% 3/1.54% 3/1.39% 3/1.97% 1/3.70% 2/2.20%
-----------------------------------------------------------------------------------------------------------------
Between -1.0% and -1.5% 3/1.54% 3/1.39% 1/0.66% -- --
-----------------------------------------------------------------------------------------------------------------
Between -1.5% and -2.0% 2/1.03% 2/0.93% 1/0.66% -- --
-----------------------------------------------------------------------------------------------------------------
Less than -2.0% 1/0.51% 1/0.46% 1/0.66% -- --
=================================================================================================================
Total 195/100% 216/100% 152/100% 27/100% 91/100%
=================================================================================================================
|
* Commenced operations on August 22, 2007.
Claymore/Morningstar Manufacturing Super Sector Index ETF*
Number of Number of Number of Number of Number of
Days/Percentage Days/Percentage Days/Percentage Days/Percentage Days/Percentage
of Total Days of Total Days of Total Days of Total Days of Total Days
(Fiscal Year (Quarter (Quarter (Quarter (Quarter
Ended 5/30/08) Ended 6/30/08) Ended 3/31/08) Ended 12/31/07) Ended 9/30/07)
-----------------------------------------------------------------------------------------------------------------
Greater than 2.0% -- -- -- -- --
-----------------------------------------------------------------------------------------------------------------
Between 1.5% and 2.0% 2/1.03% 2/0.93% 1/0.66% 1/1.10% 1/3.70%
-----------------------------------------------------------------------------------------------------------------
Between 1.0% and 1.5% -- -- -- -- --
-----------------------------------------------------------------------------------------------------------------
Between 0.5% and 1.0% 7/3.59% 7/3.24% 6/3.95% 4/4.40% 1/3.70%
-----------------------------------------------------------------------------------------------------------------
Between -0.5% and 0.5% 179/91.79% 200/92.59% 140/92.11% 84/92.31% 24/88.89%
-----------------------------------------------------------------------------------------------------------------
Between -0.5% and -1.0% 2/1.03% 2/0.93% 2/1.32% 2/2.20% 1/3.70%
-----------------------------------------------------------------------------------------------------------------
Between -1.0% and -1.5% 2/1.03% 2/0.93% 2/1.32% -- --
-----------------------------------------------------------------------------------------------------------------
Between -1.5% and -2.0% -- -- -- -- --
-----------------------------------------------------------------------------------------------------------------
Less than -2.0% 3/1.54% 3/1.39% 1/0.66% -- --
=================================================================================================================
Total 195/100% 216/100% 152/100% 91/100% 27/100%
=================================================================================================================
|
* Commenced operations on August 22, 2007.
PROSPECTUS | 83
Claymore/Morningstar Service Super Sector Index ETF*
Number of Number of Number of Number of Number of
Days/Percentage Days/Percentage Days/Percentage Days/Percentage Days/Percentage
of Total Days of Total Days of Total Days of Total Days of Total Days
(Fiscal Year (Quarter (Quarter (Quarter (Quarter
Ended 5/30/08) Ended 6/30/08) Ended 3/31/08) Ended 12/31/07) Ended 9/30/07)
---------------------------------------------------------------------------------------------------------------------
Greater than 2.0% -- -- -- -- --
---------------------------------------------------------------------------------------------------------------------
Between 1.5% and 2.0% -- -- -- -- --
---------------------------------------------------------------------------------------------------------------------
Between 1.0% and 1.5% -- -- -- -- --
---------------------------------------------------------------------------------------------------------------------
Between 0.5% and 1.0% 4/2.05% 4/1.85% 3/1.97% 3/3.30% 1/3.70%
---------------------------------------------------------------------------------------------------------------------
Between -0.5% and 0.5% 188/96.41% 209/96.76% 146/96.05% 87/95.60% 25/92.59%
---------------------------------------------------------------------------------------------------------------------
Between -0.5% and -1.0% 1/0.51% 1/0.46% 1/0.66% 1/1.10% 1/3.70%
---------------------------------------------------------------------------------------------------------------------
Between -1.0% and -1.5% -- -- -- -- --
---------------------------------------------------------------------------------------------------------------------
Between -1.5% and -2.0% 1/0.51% 1/0.46% 1/0.66% -- --
---------------------------------------------------------------------------------------------------------------------
Less than -2.0% 1/0.51% 1/0.46% 1/0.66% -- --
=====================================================================================================================
Total 195/100% 216/100% 152/100% 91/100% 27/100%
=====================================================================================================================
|
* Commenced operations on August 22, 2007.
84 | CLAYMORE EXCHANGE-TRADED FUND TRUST
Total Return Information
The following table presents information about the total return of each Fund's
Index in comparison to the total return of that Fund. The information presented
for each Fund is for the fiscal year ended May 31, 2008.
"Cumulative total returns" represent the total change in value of an investment
over the period indicated. A Fund's per Share NAV is the value of one Share of a
Fund as calculated in accordance with the standard formula for valuing mutual
fund shares. The NAV return is based on the NAV of a Fund, and the market return
is based on the market price per Share of a Fund. The price used to calculate
market return ("Market Price") is determined by using the midpoint between the
highest bid and the lowest offer on the exchange on which a Fund is listed for
trading, as of the time that a Fund's NAV is calculated. Since a Fund's Shares
typically do not trade in the secondary market until several days after a Fund's
inception, for the period from inception to the first day of secondary market
trading in Fund Shares, the NAV of a Fund is used as a proxy for secondary
market trading price to calculate market returns. Market and NAV returns assume
that dividends and capital gain distributions have been reinvested in a Fund at
Market Price and NAV, respectively. An index is a statistical composite that
tracks a specified financial market or sector. Unlike the Funds, an index does
not actually hold a portfolio of securities and therefore does not incur the
expenses incurred by the Fund. These expenses negatively impact the performance
of the Funds. Also, market returns do not include brokerage commissions that may
be payable on secondary market transactions. If brokerage commissions were
included, market returns would be lower. The returns shown in the table below do
not reflect the deduction of taxes that a shareholder would pay on Fund
distributions or the redemption or sale of Shares of each Fund. The investment
return and principal value of Shares of a Fund will vary with changes in market
conditions. Shares of a Fund may be worth more or less than their original cost
when they are redeemed or sold in the market. The Funds' past performance is no
guarantee of future results.
PROSPECTUS | 85
Cumulative Total
Returns Since
Inception*
Through
Fund/Index Name May 31, 2008
------------------------------------------------------------------------------------------
Claymore/Morningstar Information Super Sector Index ETF (at NAV) -1.31%
------------------------------------------------------------------------------------------
Claymore/Morningstar Information Super Sector Index ETF (at Market) -3.71%
------------------------------------------------------------------------------------------
Morningstar Information Super Sector Index -0.19%
------------------------------------------------------------------------------------------
Standard & Poor's 500 Index -1.69%
------------------------------------------------------------------------------------------
Claymore/Morningstar Manufacturing Super Sector Index ETF (at NAV) 11.05%
------------------------------------------------------------------------------------------
Claymore/Morningstar Manufacturing Super Sector Index ETF (at Market) 10.00%
------------------------------------------------------------------------------------------
Manufacturing Super Sector Index 12.32%
------------------------------------------------------------------------------------------
Standard & Poor's 500 Index -1.69%
------------------------------------------------------------------------------------------
Claymore/Morningstar Services Super Sector Index ETF (at NAV) -12.16%
------------------------------------------------------------------------------------------
Claymore/Morningstar Services Super Sector Index ETF (at Market) -12.04%
------------------------------------------------------------------------------------------
Services Super Sector Index -11.17%
------------------------------------------------------------------------------------------
Standard & Poor's 500 Index -1.69%
------------------------------------------------------------------------------------------
Claymore U.S. Capital Markets Bond ETF (at NAV) -1.50%
------------------------------------------------------------------------------------------
Claymore U.S. Capital Markets Bond ETF (at Market) -1.32%
------------------------------------------------------------------------------------------
CPMKTB - The Capital Markets Bond Index -1.02%
------------------------------------------------------------------------------------------
Lehman U.S. Aggregate Bond Index -0.48%
------------------------------------------------------------------------------------------
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF (at NAV) 0.64%
------------------------------------------------------------------------------------------
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF (at Market) 0.72%
------------------------------------------------------------------------------------------
CPMKTL Index 0.97%
------------------------------------------------------------------------------------------
Lehman U.S. Treasury Bill 1-3 Months Index 0.53%
------------------------------------------------------------------------------------------
Claymore U.S.-1 - The Capital Markets Index ETF (at NAV) 2.54%
------------------------------------------------------------------------------------------
Claymore U.S.-1 - The Capital Markets Index ETF (at Market) 2.38%
------------------------------------------------------------------------------------------
CPMKTS Index 2.85%
------------------------------------------------------------------------------------------
Lehman U.S. Aggregate Bond Index -0.48%
------------------------------------------------------------------------------------------
Claymore/Zacks Dividend Rotation ETF (at NAV) -13.13%
------------------------------------------------------------------------------------------
Claymore/Zacks Dividend Rotation ETF (at Market) -13.22%
------------------------------------------------------------------------------------------
Dividend Rotation Index -12.02%
------------------------------------------------------------------------------------------
Dow Jones U.S. Select Dividend Index -11.58%
------------------------------------------------------------------------------------------
|
* Each of the Claymore/Morningstar Information Super Sector Index ETF,
Claymore/Morningstar Services Super Sector Index ETF and Claymore/Morningstar
Manufacturing Super Sector Index ETF commenced operations on August 22, 2007.
Each of the Claymore U.S.-1 - The Capital Markets Index ETF, Claymore U.S.
Capital Markets Bond ETF and Claymore U.S. Capital Markets Micro-Term Fixed
Income ETF commenced operations February 12, 2008. The Claymore/Zacks Dividend
Rotation ETF commenced operations on October 24, 2007.
86 | CLAYMORE EXCHANGE-TRADED FUND TRUST
For More Information
Existing Shareholders or Prospective Investors
o Call your broker
o www.claymore.com
Dealers
o www.claymore.com
o Distributor Telephone: (888) 949-3837
Investment Adviser
Claymore Advisors, LLC
2455 Corporate West Drive
Lisle, Illinois 60532
Investment Subadviser
(with respect to Claymore U.S. Capital Markets Bond ETF,
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF
and Claymore U.S.-1-The Capital Markets Index ETF)
Mellon Capital Management Corporation
50 Fremont Street
San Francisco, California 94105
Distributor
Claymore Securities, Inc.
2455 Corporate West Drive
Lisle, Illinois 60532
Custodian
The Bank of New York Mellon
101 Barclay Street
New York, New York 10286
Transfer Agent
The Bank of New York Mellon
101 Barclay Street
New York, New York 10286
Legal Counsel
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
Independent Registered Public Accounting Firm
Ernst & Young LLP
233 South Wacker Drive
Chicago, Illinois 60606
A Statement of Additional Information dated September 30, 2008, which contains
more details about the Funds, is incorporated by reference in its entirety into
this Prospectus, which means that it is legally part of this Prospectus.
You will find additional information about each Fund in its annual and
semi-annual reports to shareholders, when available. The annual report will
explain the market conditions and investment strategies affecting each Fund's
performance during its last fiscal year.
You can ask questions or obtain a free copy of the Funds' shareholder reports or
the Statement of Additional Information by calling 1-888-949-3837. Free copies
of the Funds' shareholder reports and the Statement of Additional Information
are available from our website at www.claymore.com.
Information about each Fund, including its reports and the Statement of
Additional Information, has been filed with the SEC. It can be reviewed and
copied at the SEC's Public Reference Room in Washington, DC or on the EDGAR
database on the SEC's internet site (http://www.sec.gov). Information on the
operation of the SEC's Public Reference Room may be obtained by calling the SEC
at (202) 551-8090. You can also request copies of these materials, upon payment
of a duplicating fee, by electronic request at the SEC's e-mail address
(publicinfo@sec.gov) or by writing the Public Reference section of the SEC, 100
F Street NE, Room 1580, Washington, DC 20549.
PROSPECTUS
Distributor
Claymore Securities, Inc.
2455 Corporate West Drive
Lisle, Illinois 60532
September 30, 2008
Investment Company Act File No. 811-21906
INVESTMENT COMPANY ACT FILE NO. 811-21906
CLAYMORE EXCHANGE-TRADED FUND TRUST
STATEMENT OF ADDITIONAL INFORMATION
DATED SEPTEMBER 30, 2008
This Statement of Additional Information is not a prospectus. It should be read
in conjunction with the Prospectus dated September 30, 2008 for each of the
Claymore/Morningstar Information Super Sector Index ETF, Claymore/Morningstar
Services Super Sector Index ETF, Claymore/Morningstar Manufacturing Super Sector
Index ETF, Claymore U.S. Capital Markets Bond ETF, Claymore U.S. Capital Markets
Micro-Term Fixed Income ETF, Claymore U.S.- 1 - The Capital Markets Index ETF
and Claymore/Zacks Dividend Rotation ETF, each a series of the Claymore
Exchange-Traded Fund Trust (the "Trust"), as it may be revised from time to
time. Capitalized terms used herein that are not defined have the same meaning
as in the Prospectus, unless otherwise noted. A copy of the Prospectus may be
obtained without charge by writing to the Trust's Distributor, Claymore
Securities, Inc., or by calling toll free 1-888-949-3837.
TABLE OF CONTENTS
Page
GENERAL DESCRIPTION OF THE TRUST AND THE FUNDS.............................1
EXCHANGE LISTING AND TRADING...............................................2
INVESTMENT RESTRICTIONS AND POLICIES.......................................3
INVESTMENT POLICIES AND RISKS..............................................4
GENERAL CONSIDERATIONS AND RISKS..........................................10
MANAGEMENT................................................................11
BROKERAGE TRANSACTIONS....................................................21
ADDITIONAL INFORMATION CONCERNING THE TRUST...............................22
CREATION AND REDEMPTION OF CREATION UNIT AGGREGATIONS.....................25
TAXES.....................................................................34
FEDERAL TAX TREATMENT OF FUTURES AND OPTIONS CONTRACTS....................36
DETERMINATION OF NAV......................................................36
DIVIDENDS AND DISTRIBUTIONS...............................................37
MISCELLANEOUS INFORMATION.................................................37
FINANCIAL STATEMENTS......................................................37
|
GENERAL DESCRIPTION OF THE TRUST AND THE FUNDS
The Trust was organized as a Delaware statutory trust on May 24, 2006
and is authorized to have multiple series or portfolios. The Trust is an
open-end management investment company, registered
under the Investment Company Act of 1940, as amended (the "1940 Act"). The Trust
currently consists of 20 investment portfolios. This Statement of Additional
Information relates to the following seven investment portfolios: the
Claymore/Morningstar Information Super Sector Index ETF, Claymore/Morningstar
Services Super Sector Index ETF, Claymore/Morningstar Manufacturing Super Sector
Index ETF, Claymore U.S. Capital Markets Bond ETF, Claymore U.S. Capital Markets
Micro-Term Fixed Income ETF, Claymore U.S.- 1 - The Capital Markets Index ETF
and Claymore/Zacks Dividend Rotation ETF (each a "Fund" and together, the
"Funds"). The shares of the Fund are referred to herein as "Shares" or "Fund
Shares."
The Funds are managed by Claymore Advisors, LLC ("Claymore Advisors" or the
"Investment Adviser"). Mellon Capital Management Corporation is the investment
subadviser for the Claymore U.S. Capital Markets Bond ETF, Claymore U.S. Capital
Markets Micro-Term Fixed Income ETF and Claymore U.S. -1- The Capital Markets
Index ETF ("Mellon Capital" or the "Investment Subadviser").
The Funds offer and issue Shares at net asset value ("NAV") only in
aggregations of a specified number of Shares (each a "Creation Unit" or a
"Creation Unit Aggregation"), generally in exchange for a basket of equity
securities included in the relevant Underlying Indices (the "Deposit
Securities"), together with the deposit of a specified cash payment (the "Cash
Component"). The Shares of the Claymore/Morningstar Information Super Sector
Index ETF, Claymore/Morningstar Services Super Sector Index ETF and
Claymore/Morningstar Manufacturing Super Sector Index ETF are listed and traded
on the NYSE Arca, Inc. (the "NYSE Arca"). The Shares of the Claymore U.S.
Capital Markets Bond ETF, Claymore U.S. Capital Markets Micro-Term Fixed Income
ETF, Claymore U.S. - 1 - The Capital Markets Index ETF and Claymore/Zacks
Dividend Rotation ETF are listed and traded on the American Stock Exchange LLC
(the "AMEX"). Fund Shares will trade on the NYSE Arca or the AMEX, as
applicable, at market prices that may be below, at or above NAV. Shares are
redeemable only in Creation Unit Aggregations and, generally, in exchange for
portfolio securities and a specified cash payment. Creation Units are
aggregations of large specified blocks of Shares set forth in the table below.
In the event of the liquidation of the Fund, the Trust may lower the number of
Shares in a Creation Unit.
FUND(S) CREATION UNIT SIZE
--------------------------------------------------------------------------------
Claymore U.S. - 1 - The Capital Markets Index ETF 200,000 Shares
Claymore/Morningstar Information Super Sector Index ETF;
Claymore/Morningstar Services Super Sector Index ETF;
Claymore/Morningstar Manufacturing Super Sector Index ETF; 150,000 Shares
Claymore U.S. Capital Markets Bond ETF;
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF 100,000 Shares
Claymore/Zacks Dividend Rotation ETF 50,000 Shares
|
The Trust reserves the right to offer a "cash" option for creations and
redemptions of Fund Shares. Fund Shares may be issued in advance of receipt of
Deposit Securities subject to various conditions including a requirement to
maintain on deposit with the Trust cash at least equal to 115% of the market
value of the missing Deposit Securities. See the "Creation and Redemption of
Creation Unit Aggregations" section. In each instance of such cash creations or
redemptions, transaction fees may be imposed that will be higher than the
transaction fees associated with in-kind creations or redemptions. In all cases,
such fees will be limited in accordance with the requirements of the Securities
and Exchange Commission (the "SEC") applicable to management investment
companies offering redeemable securities.
EXCHANGE LISTING AND TRADING
There can be no assurance that the requirements of the NYSE Arca or the
AMEX, as applicable, necessary to maintain the listing of Shares of the Fund
will continue to be met. The NYSE Arca or the AMEX, as applicable, may, but is
not required to, remove the Shares of a Fund from listing if (i) following the
initial 12-month period beginning at the commencement of trading of a Fund,
there are fewer than 50 beneficial owners of the Shares of the Fund for 30 or
more consecutive trading days; (ii) the value of the Underlying Indices is no
longer calculated or available; or (iii) such other event shall occur or
condition exist that, in the opinion of the NYSE Arca or the AMEX, as
applicable, makes further dealings on the NYSE Arca or the AMEX, as applicable,
inadvisable. The NYSE Arca or the AMEX, as applicable, will remove the Shares of
a Fund from listing and trading upon termination of such Fund.
As in the case of other stocks traded on the NYSE Arca or the AMEX, as
applicable, broker's commissions on transactions will be based on negotiated
commission rates at customary levels.
The Trust reserves the right to adjust the price levels of the Shares in
the future to help maintain convenient trading ranges for investors. Any
adjustments would be accomplished through stock splits or reverse stock splits,
which would have no effect on the net assets of each Fund.
2
INVESTMENT RESTRICTIONS AND POLICIES
INVESTMENT OBJECTIVE
The investment objective of the Claymore/Morningstar Information Super
Sector Index ETF is to provide investment results that correspond generally to
the performance, before the Fund's fees and expenses, of an equity index called
"Morningstar Information Super Sector Index" (the "Information Super Sector
Index" or the "Underlying Index").
The investment objective of the Claymore/Morningstar Services Super
Sector Index ETF is to provide investment results that correspond generally to
the performance, before the Fund's fees and expenses, of an equity index called
"Morningstar Services Super Sector Index" (the "Services Super Sector Index" or
the "Underlying Index").
The investment objective of the Claymore/Morningstar Manufacturing
Super Sector Index ETF is to provide investment results that correspond
generally to the performance, before the Fund's fees and expenses, of an equity
index called "Morningstar Manufacturing Super Sector Index" (the "Manufacturing
Super Sector Index" or the "Underlying Index").
The investment objective of the Claymore U.S. Capital Markets Bond ETF
is to provide investment results that correspond generally to the performance,
before the Fund's fees and expenses, of a fixed income securities index called
"CPMKTB - The Capital Markets Bond Index" (the "CPMKTB Index" or the "Underlying
Index").
The investment objective of the Claymore U.S. Capital Markets
Micro-Term Fixed Income ETF is to provide investment results that correspond
generally to the performance, before the Fund's fees and expenses, of a money
market and micro-term fixed income securities index called "CPMKTL - The Capital
Markets Liquidity Index" (the "CPMKTL Index" or the "Underlying Index").
The investment objective of the Claymore U.S.-1-The Capital Markets
Index ETF is to provide investment results that correspond generally to the
performance, before the Fund's fees and expenses, of an index which includes
equity, fixed income and money market securities, called "CPMKTS - The Capital
Markets Index" (the "CPMKTS Index" or the "Underlying Index").
The investment objective of the Claymore/Zacks Dividend Rotation ETF is
to provide investment results that correspond generally to the performance,
before the Fund's fees and expenses, of an equity index called "Zacks Dividend
Rotation Index" (the "Dividend Rotation Index" or the "Underlying Index").
INVESTMENT RESTRICTIONS
The Board of Trustees of the Trust (the "Board" or the "Trustees") has
adopted as fundamental policies the Funds' respective investment restrictions,
numbered (1) through (7) below. Each Fund, as a fundamental policy, may not:
(1) Invest 25% or more of the value of its total assets in securities of
issuers in any one industry or group of industries, except to the extent that
the Underlying Index that the Fund replicates concentrates in an industry or
group of industries. This restriction does not apply to obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities.
(2) Borrow money, except that the Fund may (i) borrow money from banks for
temporary or emergency purposes (but not for leverage or the purchase of
investments) up to 10% of its total assets and (ii) make other investments or
engage in other transactions permissible under the 1940 Act that may involve a
borrowing, provided that the combination of (i) and (ii) shall not exceed 33
1/3% of the value of the Fund's total assets (including the amount borrowed),
less the Fund's liabilities (other than borrowings).
(3) Act as an underwriter of another issuer's securities, except to the
extent that the Fund may be deemed to be an underwriter within the meaning of
the Securities Act of 1933 in connection with the purchase and sale of portfolio
securities.
(4) Make loans to other persons, except through (i) the purchase of debt
securities permissible under the Fund's investment policies, (ii) repurchase
agreements or (iii) the lending of portfolio securities, provided that no such
loan of portfolio securities may be made by the Fund if, as a result, the
aggregate of such loans would exceed 33 1/3% of the value of the Fund's total
assets.
(5) Purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent the
Fund (i) from purchasing or selling options, futures contracts or other
derivative instruments, or (ii) from investing in securities or other
instruments backed by physical commodities).
(6) Purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prohibit the Fund from
purchasing or selling securities or other instruments backed by real estate or
of issuers engaged in real estate activities).
(7) Issue senior securities, except as permitted under the 1940 Act.
Except for restriction (2), if a percentage restriction is adhered to at
the time of investment, a later increase in percentage resulting from a change
in market value of the investment or the total assets, or the sale of a security
out of the portfolio, will not constitute a violation of that restriction.
3
The foregoing fundamental investment policies cannot be changed as to a
Fund without approval by holders of a "majority of the Fund's outstanding voting
shares." As defined in the 1940 Act, this means the vote of (i) 67% or more of
the Fund's shares present at a meeting, if the holders of more than 50% of the
Fund's shares are present or represented by proxy, or (ii) more than 50% of the
Fund's shares, whichever is less.
In addition to the foregoing fundamental investment policies, each Fund is
also subject to the following non-fundamental restrictions and policies, which
may be changed by the Board of Trustees. Each Fund may not:
(1) Sell securities short, unless the Fund owns or has the right to obtain
securities equivalent in kind and amount to the securities sold short at no
added cost, and provided that transactions in options, futures contracts,
options on futures contracts or other derivative instruments are not deemed to
constitute selling securities short.
(2) Purchase securities on margin, except that the Fund may obtain such
short-term credits as are necessary for the clearance of transactions; and
provided that margin deposits in connection with futures contracts, options on
futures contracts or other derivative instruments shall not constitute
purchasing securities on margin.
(3) Purchase securities of open-end or closed-end investment companies
except in compliance with the 1940 Act.
(4) Invest in direct interests in oil, gas or other mineral exploration
programs or leases; however, the Fund may invest in the securities of issuers
that engage in these activities.
(5) Invest in illiquid securities if, as a result of such investment, more
than 15% of the Fund's net assets would be invested in illiquid securities.
The investment objective of each Fund is a non-fundamental policy that can
be changed by the Board of Trustees without approval by shareholders.
INVESTMENT POLICIES AND RISKS
Bonds. The Claymore U.S. Capital Markets Bond ETF and Claymore U.S. -
1 - The Capital Markets Index ETF invest a portion of their assets in U.S.
registered, dollar-denominated bonds. A bond is an interest-bearing security
issued by a company, governmental unit or, in some cases, a non-U.S. entity. The
issuer of a bond has a contractual obligation to pay interest at a stated rate
on specific dates and to repay principal (the bond's face value) periodically or
on a specified maturity date. An issuer may have the right to redeem or "call" a
bond before maturity, in which case the investor may have to reinvest the
proceeds at lower market rates. Most bonds bear interest income at a "coupon"
rate that is fixed for the life of the bond. The value of a fixed rate bond
usually rises when market interest rates fall, and falls when market interest
rates rise. Accordingly, a fixed rate bond's yield (income as a percent of the
bond's current value) may differ from its coupon rate as its value rises or
falls. Other types of bonds bear income at an interest rate that is adjusted
periodically. Because of their adjustable interest rates, the value of
"floating-rate" or "variable-rate" bonds fluctuates much less in response to
market interest rate movements than the value of fixed rate bonds. The Fund may
treat some of these bonds as having a shorter maturity for purposes of
calculating the weighted average maturity of its investment portfolio. Bonds may
be senior or subordinated obligations. Senior obligations generally have the
first claim on a corporation's earnings and assets and, in the event of
liquidation, are paid before subordinated obligations. Bonds may be unsecured
(backed only by the issuer's general creditworthiness) or secured (also backed
by specified collateral).
Corporate Bonds. The Claymore U.S. Capital Markets Bond ETF and
Claymore U.S. - 1 - The Capital Markets Index ETF may invest in investment grade
corporate bonds. The investment return of corporate bonds reflects interest on
the security and changes in the market value of the security. The market value
of a corporate bond may be affected by the credit rating of the corporation, the
corporation's performance and perceptions of the corporation in the market
place. There is a risk that the issuers of the securities may not be able to
meet their obligations on interest or principal payments at the time called for
by an instrument.
Investing in high yield debt securities involves risks that are greater
than the risks of investing in higher quality debt securities. These risks
include: (i) changes in credit status, including weaker overall credit
conditions of issuers and risks of default; (ii) industry, market and economic
risk; and (iii) greater price variability and credit risks of certain high yield
securities such as zero coupon and payment-in-kind securities. While these risks
provide the opportunity for maximizing return over time, they may result in
greater volatility of the value of the Fund than a fund that invests in
higher-rated securities.
Furthermore, the value of high yield securities may be more susceptible
to real or perceived adverse economic, company or industry conditions than is
the case for higher quality securities. The market values of certain of these
lower-rated and unrated debt securities tend to reflect individual corporate
developments to a greater extent than do higher-rated securities which react
primarily to fluctuations in the general level of interest rates, and tend to be
more sensitive to economic conditions than are higher-rated securities. Adverse
market, credit or economic conditions could make it difficult at certain times
to sell certain high yield securities held by the Fund.
The secondary market on which high yield securities are traded may be
less liquid than the market for higher grade securities. Less liquidity in the
secondary trading market could adversely affect the price at which the Fund
could sell a high yield security, and could adversely affect the daily net asset
value per share of the Fund. When secondary markets for high yield securities
are less liquid than the market for higher grade securities, it may be more
difficult to value the securities because there is less reliable, objective data
available. However, when investing in high yield securities the Claymore U.S.
Capital Markets Bond ETF and Claymore U.S. - 1 - The Capital Markets Index ETF
intends to
4
invest primarily in high yield securities that the Investment Subadviser
believes have greater liquidity than the broader high yield securities market as
a whole.
The use of credit ratings as a principal method of selecting high yield
securities can involve certain risks. For example, credit ratings evaluate the
safety of principal and interest payments, not the market value risk of high
yield securities. Also, credit rating agencies may fail to change credit ratings
in a timely fashion to reflect events since the security was last rated.
U.S. Government Obligations. Each of the Claymore U.S. Capital Markets
Bond ETF, Claymore U.S. Capital Markets Micro-Term Fixed Income ETF and Claymore
U.S. -1- The Capital Markets Index ETF may invest a portion of its assets in
various types of U.S. Government obligations. U.S. Government obligations are a
type of bond. U.S. Government obligations include securities issued or
guaranteed as to principal and interest by the U.S. Government, its agencies or
instrumentalities. Payment of principal and interest on U.S. Government
obligations (i) may be backed by the full faith and credit of the United States
(as with U.S. Treasury obligations and Government National Mortgage Association
(i.e., GNMA) certificates) or (ii) may be backed solely by the issuing or
guaranteeing agency or instrumentality itself (as with Federal National Mortgage
Association (i.e., FNMA), Federal Home Loan Mortgage Corporation (i.e., FHLMC)
and Federal Home Loan Bank (i.e., FHLB) notes. In the latter case, the investor
must look principally to the agency or instrumentality issuing or guaranteeing
the obligation for ultimate repayment, which agency or instrumentality may be
privately owned. There can be no assurance that the U.S. Government would
provide financial support to its agencies or instrumentalities where it is not
obligated to do so. As a general matter, the value of debt instruments,
including U.S. Government obligations, declines when market interest rates
increase and rises when market interest rates decrease. Certain types of U.S.
Government obligations are subject to fluctuations in yield or value due to
their structure or contract terms.
Mortgage Pass-Through Securities. The Claymore U.S. Capital
Markets Bond ETF and Claymore U.S. - 1 - The Capital Markets Index
ETF may invest a portion of their assets in U.S. agency mortgage pass-through
securities. The term "U.S. agency mortgage pass-through security" refers to a
category of pass-through securities backed by pools of mortgages and issued by
one of several U.S. government-sponsored enterprises: the Government National
Mortgage Association ("GNMA"), Federal National Mortgage Association ("FNMA") or
Federal Home Loan Mortgage Corporation ("FHLMC"). In the basic mortgage
pass-through structure, mortgages with similar issuer, term and coupon
characteristics are collected and aggregated into a "pool" consisting of
multiple mortgage loans. The pool is assigned a CUSIP number and undivided
interests in the pool are traded and sold as pass-through securities. The holder
of the security is entitled to a pro rata share of principal and interest
payments (including unscheduled prepayments) from the pool of mortgage loans.
An investment in a specific pool of pass-through securities requires an
analysis of the specific prepayment risk of mortgages within the covered pool
(since mortgagors typically have the option to prepay their loans). The level of
prepayments on a pool of mortgage securities is difficult to predict and can
impact the subsequent cash flows and value of the mortgage pool. In addition,
when trading specific mortgage pools, precise execution, delivery and settlement
arrangements must be negotiated for each transaction. These factors combine to
make trading in mortgage pools somewhat cumbersome.
For the foregoing and other reasons, the Claymore U.S. Capital Markets
Bond ETF and Claymore U.S. - 1 - The Capital Markets Index ETF seek to obtain
exposure to U.S. agency mortgage pass-through securities primarily through the
use of "to-be-announced" or "TBA transactions." "TBA" refers to a commonly used
mechanism for the forward settlement of U.S. agency mortgage pass-through
securities, and not to a separate type of mortgage-backed security. Most
transactions in mortgage pass-through securities occur through the use of TBA
transactions. TBA
5
transactions generally are conducted in accordance with widely-accepted
guidelines which establish commonly observed terms and conditions for execution,
settlement and delivery. In a TBA transaction, the buyer and seller decide on
general trade parameters, such as agency, settlement date, par amount, and
price. The actual pools delivered generally are determined two days prior to
settlement date.
Default by or bankruptcy of a counterparty to a TBA transaction would
expose the Funds to possible loss because of adverse market action, expenses or
delays in connection with the purchase or sale of the pools of mortgage
pass-through securities specified in the TBA transaction. To minimize this risk,
the Funds will enter into TBA transactions only with established counterparties
(such as major broker-dealers) and the Investment Subadviser will monitor the
creditworthiness of such counterparties. In addition, the Funds may accept
assignments of TBA transactions from Authorized Participants (as defined below)
from time to time. A Fund's use of "TBA rolls" may cause the Fund to experience
higher portfolio turnover, higher transaction costs and to pay higher capital
gain distributions to shareholders (which may be taxable) than the other Funds
described herein.
Each applicable Fund intends to invest cash pending settlement of any
TBA transactions in money market instruments, repurchase agreements, commercial
paper (including asset-backed commercial paper) or other high-quality, liquid
short-term instruments, which may include money market funds affiliated with the
Investment Adviser.
Loans of Portfolio Securities. Each Fund may lend its investment securities
to approved borrowers. Any gain or loss on the market price of the securities
loaned that might occur during the term of the loan would be for the account of
the Fund. These loans cannot exceed 33 1/3% of each Fund's total assets.
Approved borrowers are brokers, dealers, domestic and foreign banks, or
other financial institutions that meet credit or other requirements as
established by, and subject to the review of, the Trust's Board, so long as the
terms, the structure and the aggregate amount of such loans are not inconsistent
with the 1940 Act and the rules and regulations thereunder or interpretations of
the SEC, which require that (a) the borrowers pledge and maintain with the Fund
collateral consisting of cash, an irrevocable letter of credit issued by a bank,
or securities issued or guaranteed by the U.S. Government having a value at all
times of not less than 102% of the value of the securities loaned (on a
"mark-to-market" basis); (b) the loan be made subject to termination by the Fund
at any time; and (c) the Fund receives reasonable interest on the loan. From
time to time, the Fund may return a part of the interest earned from the
investment of collateral received from securities loaned to the borrower and/or
a third party that is unaffiliated with the Fund and that is acting as a finder.
6
Repurchase Agreements. Each Fund may enter into repurchase agreements,
which are agreements pursuant to which securities are acquired by the Fund from
a third party with the understanding that they will be repurchased by the seller
at a fixed price on an agreed date. These agreements may be made with respect to
any of the portfolio securities in which the Fund is authorized to invest.
Repurchase agreements may be characterized as loans secured by the underlying
securities. Each Fund may enter into repurchase agreements with (i) member banks
of the Federal Reserve System having total assets in excess of $500 million and
(ii) securities dealers ("Qualified Institutions"). The Investment Adviser will
monitor the continued creditworthiness of Qualified Institutions.
The use of repurchase agreements involves certain risks. For example, if
the seller of securities under a repurchase agreement defaults on its obligation
to repurchase the underlying securities, as a result of its bankruptcy or
otherwise, the Fund will seek to dispose of such securities, which action could
involve costs or delays. If the seller becomes insolvent and subject to
liquidation or reorganization under applicable bankruptcy or other laws, the
Fund's ability to dispose of the underlying securities may be restricted.
Finally, it is possible that the Fund may not be able to substantiate its
interest in the underlying securities. To minimize this risk, the securities
underlying the repurchase agreement will be held by the custodian at all times
in an amount at least equal to the repurchase price, including accrued interest.
If the seller fails to repurchase the securities, the Fund may suffer a loss to
the extent proceeds from the sale of the underlying securities are less than the
repurchase price.
The resale price reflects the purchase price plus an agreed upon market
rate of interest. The collateral is marked to market daily.
Reverse Repurchase Agreements. Each Fund may enter into reverse repurchase
agreements, which involve the sale of securities with an agreement to repurchase
the securities at an agreed-upon price, date and interest payment and have the
characteristics of borrowing. The securities purchased with the funds obtained
from the agreement and securities collateralizing the agreement will have
maturity dates no later than the repayment date. Generally the effect of such
transactions is that the Fund can recover all or most of the cash invested in
the portfolio securities involved during the term of the reverse repurchase
agreement, while in many cases the Fund is able to keep some of the interest
income associated with those securities. Such transactions are only advantageous
if the Fund has an opportunity to earn a greater rate of return on the cash
derived from these transactions than the interest cost of obtaining the same
amount of cash. Opportunities to realize earnings from the use of the proceeds
equal to or greater than the interest required to be paid may not always be
available and the Fund intends to use the reverse repurchase technique only when
the Investment Adviser believes it will be advantageous to the Fund. The use of
reverse repurchase agreements may exaggerate any interim increase or decrease in
the value of the Fund's assets. The custodian bank will maintain a separate
account for the Fund with securities having a value equal to or greater than
such commitments. Under the 1940 Act, reverse repurchase agreements are
considered loans.
Money Market Instruments. Each Fund may invest a portion of its assets in
high-quality money market instruments on an ongoing basis to provide liquidity.
The instruments in which each Fund may invest include: (i) short-term
obligations issued by the U.S. Government; (ii) negotiable certificates of
deposit ("CDs"), fixed time deposits and bankers' acceptances of U.S. and
foreign banks and similar institutions; (iii) commercial paper rated at the date
of purchase "Prime-1" by Moody's Investors Service, Inc. or "A-1+" or "A-1" by
Standard & Poor's or, if unrated, of comparable quality as determined by the
Investment Adviser; (iv) repurchase agreements; and (v) money market mutual
funds. CDs are short-term negotiable obligations of commercial banks. Time
deposits are non-negotiable deposits maintained in banking institutions for
specified periods of time at stated interest rates. Banker's acceptances are
time drafts drawn on commercial banks by borrowers, usually in connection with
international transactions.
7
Investment Companies. Each Fund may invest in the securities of other
investment companies (including money market funds). Under the 1940 Act, each
Fund's investment in investment companies is limited to, subject to certain
exceptions, (i) 3% of the total outstanding voting stock of any one investment
company, (ii) 5% of the Fund's total assets with respect to any one investment
company and (iii) 10% of the Fund's total assets of investment companies in the
aggregate.
Real Estate Investment Trusts ("REITs"). Each Fund may invest in the
securities of real estate investment trusts to the extent allowed by law, which
pool investors' funds for investments primarily in commercial real estate
properties. Investment in REITs may be the most practical available means for
the Fund to invest in the real estate industry. As a shareholder in a REIT, the
Fund would bear its ratable share of the REIT's expenses, including its advisory
and administration fees. At the same time, the Fund would continue to pay its
own investment advisory fees and other expenses, as a result of which the Fund
and its shareholders in effect will be absorbing duplicate levels of fees with
respect to investments in REITs.
Illiquid Securities. Each Fund may invest up to an aggregate amount of 15%
of its net assets in illiquid securities. Illiquid securities include securities
subject to contractual or other restrictions on resale and other instruments
that lack readily available markets.
Futures and Options. Each Fund may utilize exchange-traded futures and
options contracts and swap agreements.
Futures contracts generally provide for the future sale by one party and
purchase by another party of a specified commodity at a specified future time
and at a specified price. Stock index futures contracts are settled daily with a
payment by one party to the other of a cash amount based on the difference
between the level of the stock index specified in the contract from one day to
the next. Futures contracts are standardized as to maturity date and underlying
instrument and are traded on futures exchanges.
Futures traders are required to make a good faith margin deposit in cash or
U.S. government securities with a broker or custodian to initiate and maintain
open positions in futures contracts. A margin deposit is intended to assure
completion of the contract (delivery or acceptance of the underlying commodity
or payment of the cash settlement amount) if it is not terminated prior to the
specified delivery date. Brokers may establish deposit requirements which are
higher than the exchange minimums. Futures contracts are customarily purchased
and sold on margin deposits which may range upward from less than 5% of the
value of the contract being traded.
After a futures contract position is opened, the value of the contract is
marked to market daily. If the futures contract price changes to the extent that
the margin on deposit does not satisfy margin requirements, payment of
additional "variation" margin will be required. Conversely, change in the
contract value may reduce the required margin, resulting in a repayment of
excess margin to the contract holder. Variation margin payments are made to and
from the futures broker for as long as the contract remains open. In such case,
a Fund would expect to earn interest income on its margin deposits. Closing
out an open futures position is done by taking an opposite position ("buying" a
contract which has previously been "sold," or "selling" a contract previously
"purchased") in an identical contract to terminate the position. Brokerage
commissions are incurred when a futures contract position is opened or closed.
Each Fund may use exchange-traded futures and options, together with
positions in cash and money market instruments, to simulate full investment in
its Underlying Index. Under such circumstances, the Investment Adviser and/or
Investment Subadviser, as applicable, may seek to utilize other instruments that
it believes to be correlated to the underlying index components or a subset of
the components.
8
An option on a futures contract, as contrasted with the direct investment
in such a contract, gives the purchaser the right, in return for the premium
paid, to assume a position in the underlying futures contract at a specified
exercise price at any time prior to the expiration date of the option. Upon
exercise of an option, the delivery of the futures position by the writer of the
option to the holder of the option will be accompanied by delivery of the
accumulated balance in the writer's futures margin account that represents the
amount by which the market price of the futures contract exceeds (in the case of
a call) or is less than (in the case of a put) the exercise price of the option
on the futures contract. The potential for loss related to the purchase of an
option on a futures contract is limited to the premium paid for the option plus
transaction costs. Because the value of the option is fixed at the point of
purchase, there are no daily cash payments by the purchaser to reflect changes
in the value of the underlying contract; however, the value of the option
changes daily and that change would be reflected in the NAV of each Fund. The
potential for loss related to writing call options on equity securities or
indices is unlimited. The potential for loss related to writing put options is
limited only by the aggregate strike price of the put option less the premium
received.
Each Fund may purchase and write put and call options on futures contracts
that are traded on a U.S. exchange as a hedge against changes in value of its
portfolio securities, or in anticipation of the purchase of securities, and may
enter into closing transactions with respect to such options to terminate
existing positions. There is no guarantee that such closing transactions can be
effected.
Restrictions on the Use of Futures Contracts and Options on Futures
Contracts. In connection with its management of the Trust, the Investment
Adviser has claimed such an exclusion from registration as a commodity pool
operator under the Commodity Exchange Act (the "CEA"). Therefore, it is not
subject to the registration and regulatory requirements of the CEA. Therefore,
there are no limitations on the extent to which each Fund may engage in
non-hedging transactions involving futures and options thereon, except as set
forth in the Funds' Prospectus and this Statement of Additional Information.
The Commodity Futures Trading Commission has eliminated limitations on
futures trading by certain regulated entities, including registered investment
companies, and consequently registered investment companies may engage in
unlimited futures transactions and options thereon provided that the investment
adviser to the company claims an exclusion from regulation as a commodity pool
operator.
Swap Agreements. Swap agreements are contracts between parties in which one
party agrees to make periodic payments to the other party (the "Counterparty")
based on the change in market value or level of a specified rate, index or
asset. In return, the Counterparty agrees to make periodic payments to the first
party based on the return of a different specified rate, index or asset. Swap
agreements will usually be done on a net basis, each Fund receiving or paying
only the net amount of the two payments. The net amount of the excess, if any,
of each Fund's obligations over its entitlements with respect to each swap is
accrued on a daily basis and an amount of cash or highly liquid securities
having an aggregate value at least equal to the accrued excess is maintained in
an account at the Trust's custodian bank.
The use of interest-rate and index swaps is a highly specialized activity
that involves investment techniques and risks different from those associated
with ordinary portfolio security transactions. These transactions generally do
not involve the delivery of securities or other underlying assets or principal.
The use of swap agreements involves certain risks. For example, if the
Counterparty under a swap agreement defaults on its obligation to make payments
due from it, as a result of its bankruptcy or otherwise, each Fund may lose such
payments altogether, or collect only a portion thereof, which collection could
involve costs or delays.
9
GENERAL CONSIDERATIONS AND RISKS
A discussion of the risks associated with an investment in the Funds is
contained in the Prospectus in the "Primary Investment Risks" and "Additional
Risk Considerations" sections. The discussion below supplements, and should be
read in conjunction with, these sections of the Prospectus.
An investment in a Fund should be made with an understanding that the
value of the Fund's portfolio securities may fluctuate in accordance with
changes in the financial condition of the issuers of the portfolio securities,
the value of common stocks in general and other factors that affect the market.
An investment in a Fund should also be made with an understanding of
the risks inherent in an investment in equity securities, including the risk
that the financial condition of issuers may become impaired or that the general
condition of the stock market may deteriorate (either of which may cause a
decrease in the value of the portfolio securities and thus in the value of Fund
Shares). Common stocks are susceptible to general stock market fluctuations and
to volatile increases and decreases in value as market confidence and
perceptions of their issuers' change. These investor perceptions are based on
various and unpredictable factors, including expectations regarding government,
economic, monetary and fiscal policies, inflation and interest rates, economic
expansion or contraction, and global or regional political, economic or banking
crises.
Holders of common stocks incur more risk than holders of preferred
stocks and debt obligations because common stockholders, as owners of the
issuer, have generally inferior rights to receive payments from the issuer in
comparison with the rights of creditors, or holders of debt obligations or
preferred stocks. Further, unlike debt securities which typically have a stated
principal amount payable at maturity (whose value, however, is subject to market
fluctuations prior thereto), or preferred stocks, which typically have a
liquidation preference and which may have stated optional or mandatory
redemption provisions, common stocks have neither a fixed principal amount nor a
maturity.
The existence of a liquid trading market for certain securities may
depend on whether dealers will make a market in such securities. There can be no
assurance that a market will be made or maintained or that any such market will
be or remain liquid. The price at which securities may be sold and the value of
a Fund's Shares will be adversely affected if trading markets for the Fund's
portfolio securities are limited or absent, or if bid/ask spreads are wide.
Risks of Futures and Options Transactions. There are several risks
accompanying the utilization of futures contracts and options on futures
contracts. First, while each Fund plans to utilize futures contracts only if an
active market exists for such contracts, there is no guarantee that a liquid
market will exist for the contract at a specified time.
Furthermore, because, by definition, futures contracts project price
levels in the future and not current levels of valuation, market circumstances
may result in a discrepancy between the price of the stock index future and the
movement in the Underlying Index. In the event of adverse price movements, each
Fund would continue to be required to make daily cash payments to maintain its
required margin. In such situations, if the Fund has insufficient cash, it may
have to sell portfolio securities to meet daily margin requirements at a time
when it may be disadvantageous to do so. In addition, each Fund may be required
to deliver the instruments underlying futures contracts it has sold.
The risk of loss in trading futures contracts or uncovered call options
in some strategies (e.g., selling uncovered stock index futures contracts) is
potentially unlimited. Each Fund does not plan to use futures and options
contracts in this way. The risk of a futures position may still be large as
traditionally measured due to the low margin deposits required. In many cases, a
relatively small price movement in a
10
futures contract may result in immediate and substantial loss or gain to the
investor relative to the size of a required margin deposit. Each Fund, however,
intends to utilize futures and options contracts in a manner designed to limit
its risk exposure to levels comparable to direct investment in stocks.
Utilization of futures and options on futures by the Funds involves the
risk of imperfect or even negative correlation to the Underlying Index if the
index underlying the futures contract differs from the Underlying Index. There
is also the risk of loss by a Fund of margin deposits in the event of bankruptcy
of a broker with whom the Fund has an open position in the futures contract or
option; however, this risk is substantially minimized because (a) of the
regulatory requirement that the broker has to "segregate" customer funds from
its corporate funds, and (b) in the case of regulated exchanges in the United
States, the clearing corporation stands behind the broker to make good losses in
such a situation. The purchase of put or call options could be based upon
predictions by the Investment Adviser and/or Investment Subadviser, as
applicable, as to anticipated trends, which predictions could prove to be
incorrect and a part or all of the premium paid therefore could be lost.
Because the futures market imposes less burdensome margin requirements
than the securities market, an increased amount of participation by speculators
in the futures market could result in price fluctuations. Certain financial
futures exchanges limit the amount of fluctuation permitted in futures contract
prices during a single trading day. The daily limit establishes the maximum
amount by which the price of a futures contract may vary either up or down from
the previous day's settlement price at the end of a trading session. Once the
daily limit has been reached in a particular type of contract, no trades may be
made on that day at a price beyond that limit. It is possible that futures
contract prices could move to the daily limit for several consecutive trading
days with little or no trading, thereby preventing prompt liquidation of futures
positions and subjecting the Fund to substantial losses. In the event of adverse
price movements, the Fund would be required to make daily cash payments of
variation margin.
Although each Fund intends to enter into futures contracts only if
there is an active market for such contracts, there is no assurance that an
active market will exist for the contracts at any particular time.
Risks of Swap Agreements. The risk of loss with respect to swaps
generally is limited to the net amount of payments that each Fund is
contractually obligated to make. Swap agreements are also subject to the risk
that the swap counterparty will default on its obligations. If such a default
were to occur, each Fund will have contractual remedies pursuant to the
agreements related to the transaction. However, such remedies may be subject to
bankruptcy and insolvency laws which could affect the Fund's rights as a
creditor -- (e.g., the Fund may not receive the net amount of payments that it
contractually is entitled to receive). Each Fund, however, intends to utilize
swaps in a manner designed to limit its risk exposure to levels comparable to
direct investments in stocks.
MANAGEMENT
Trustees and Officers
The general supervision of the duties performed by the Investment
Adviser and/or Investment Subadviser, as applicable, for the Funds under the
Investment Advisory Agreement and/or Investment Subadvisory Agreement, as
applicable, is the responsibility of the Board of Trustees. The Trust currently
has four Trustees. Three Trustees have no affiliation or business connection
with the Investment Adviser and/or Investment Subadviser or any of its
affiliated persons and do not own any stock or other securities issued by the
Investment Adviser and/or Investment Subadviser. These are the "non-interested"
or "independent" Trustees ("Independent Trustees"). The other Trustee (the
"Management Trustee") is affiliated with the Investment Adviser. During the
Funds' fiscal year ended May, 31, 2008, the Trustees met 7 times.
The Independent Trustees of the Trust, their term of office and length
of time served, their principal business occupations during the past five years,
the number of portfolios in the Fund Complex
11
(defined below) overseen by each Independent Trustee, and other directorships,
if any, held by the Trustee are shown below. The Fund Complex includes all open
and closed-end funds (including all of their portfolios) advised by the
Investment Adviser and any funds that have an investment adviser that is an
affiliated person of the Investment Adviser. As of the date of this SAI, the
Fund Complex consists of the Trust's 20 portfolios, 13 separate portfolios of
Claymore Exchange-Traded Fund Trust 2 and 15 closed-end management investment
companies.
12
NUMBER OF
PORTFOLIOS IN
POSITION(S) TERM OF OFFICE FUND COMPLEX OTHER
NAME, ADDRESS AND AGE OF HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY DIRECTORSHIPS
INDEPENDENT TRUSTEES* TRUST TIME SERVED** DURING PAST 5 YEARS TRUSTEES HELD BY TRUSTEES
Randall C. Barnes Trustee Since 2006 Private Investor. 41 None.
Year of Birth: 1951 Formerly, Senior Vice
President, Treasurer
(1993-1997), President,
Pizza Hut International
(1991-1993) and Senior
Vice President,
Strategic Planning and
New Business Development
(1987-1990) of PepsiCo,
Inc. (1987-1997).
Ronald E. Toupin, Jr. Trustee Since 2006 Retired. Formerly Vice 41 None.
Year of Birth: 1958 President, Manager and
Portfolio Manager of
Nuveen Asset Management
(1998-1999), Vice
President of Nuveen
Investment Advisory
Corporation
(1993-1999), Vice
President and
Manager of Nuveen
Unit Investment
Trusts (1991-1999),
and Assistant Vice
President and
Portfolio Manager of
Nuveen Unit
Investment Trusts
(1988-1999), each of
John Nuveen &
Company, Inc.
(1982-1999).
Ronald A. Nyberg Trustee Since 2006 Partner of Nyberg & 44 None.
Year of Birth: 1953 Cassioppi, LLC, a law
firm specializing in
Corporate Law, Estate
Planning and Business
Transactions
(2000-present).
Formerly, Executive Vice
President, General
Counsel, and Corporate
Secretary of Van Kampen
Investments (1982-1999).
|
* The business address of each Trustee is c/o Claymore Advisors, LLC, 2455
Corporate West Drive, Lisle, Illinois 60532.
** This is the period for which the Trustee began serving the Trust. Each
Trustee serves an indefinite term, until his successor is elected.
The Trustee who is affiliated with the Investment Adviser or affiliates
of the Investment Adviser and executive officers of the Trust, their term of
office and length of time served, their principal business occupations during
the past five years, the number of portfolios in the Fund Complex overseen by
the Management Trustee and the other directorships, if any, held by the Trustee,
are shown below.
13
NUMBER OF
PORTFOLIOS IN
POSITION(S) TERM OF OFFICE FUND COMPLEX OTHER
NAME, ADDRESS AND AGE OF HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY DIRECTORSHIPS
INTERESTED TRUSTEE* TRUST TIME SERVED** DURING PAST 5 YEARS TRUSTEES HELD BY TRUSTEES
---------------------------------------------------------------------------------------------------------------------
Nicholas Dalmaso*** Trustee Trustee Attorney. Formerly, Senior 44 None.
Year of birth: 1965 since 2006 Managing Director and
Chief Administrative
Officer (2007-2008) and
General Counsel
(2001-2007) of Claymore
Advisors, LLC and
Claymore Securities,
Inc. and President and
Secretary of Claymore
Investments, Inc.
(2004-2008). Formerly,
Assistant General
Counsel, John Nuveen
and Company (1999-2001).
Formerly Vice President
and Associate General
Counsel of Van Kampen
Investments (1992-1999).
|
* The business address of each Trustee is c/o Claymore Advisors, LLC, 2455
Corporate West Drive, Lisle, Illinois 60532.
** This is the period for which the Trustee began serving the Trust. Each
Trustee serves an indefinite term, until his successor is elected.
*** Mr. Dalmaso is an interested person of the Trust because of his former
position as an officer of the Investment Adviser and certain of its
affiliates.
NAME, ADDRESS AND AGE OF POSITION(S) HELD LENGTH OF TIME
EXECUTIVE OFFICERS WITH TRUST SERVED* PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
J. Thomas Futrell Chief Executive Since 2008 Senior Managing Director, Chief Investment
Year of birth: 1955 Officer Officer (2008-present) of Claymore Advisors,
LLC and Claymore Securities, Inc.; Chief
Executive Officer of certain funds in the
Fund Complex. Formerly, Managing Director in
charge of Research (2000-2007) for Nuveen
Asset Management.
Kevin M. Robinson Chief Legal Since 2008 Senior Managing Director, General Counsel
Year of birth: 1959 Officer and Corporate Secretary (2007-present) of
Claymore Advisors, LLC and Claymore
Securities, Inc.; Chief Legal Officer of
certain funds in the Fund Complex. Formerly,
Associate General Counsel (2000- 2007) of
NYSE Euronext, Inc. Formerly, Archipelago
Holdings, Inc. Senior Managing Director and
Associate General Counsel (1997-2000) of ABN
Amro Inc. Formerly, Senior Counsel in the
Enforcement Division (1989-1997) of the U.S.
Securities and Exchange Commission.
Steven M. Hill Chief Financial Since 2006 Senior Managing Director (2005-present) and
Year of birth: 1964 Officer, Chief Chief Financial Officer (2005-2006), Managing
Accounting Director (2003-2005) of Claymore Advisors, LLC
Officer and and Claymore Securities, Inc.; Chief Financial
Treasurer Officer, Chief Accounting Officer and
Treasurer of certain funds in the Fund
Complex. Formerly, Treasurer of Henderson
Global Funds and Operations Manager for
Henderson Global Investors (NA) Inc. (2002-2003);
Managing Director, FrontPoint Partners LLC
(2001-2002); Vice President, Nuveen Investments
(1999-2001); Chief Financial Officer, Skyline
Asset Management LP, (1999); Vice President,
Van Kampen Investments and Assistant Treasurer,
Van Kampen mutual funds (1989-1999).
Bruce Saxon Chief Since 2006 Vice President - Fund Compliance Officer of
Year of birth: 1957 Compliance Claymore Securities, Inc. (2006-present).
Officer Chief Compliance Officer of certain funds in
the Fund Complex. Formerly, Chief Compliance
Officer/Assistant Secretary of Harris
Investment Management, Inc. (2003-2006).
Director-Compliance of Harrisdirect LLC
(1999-2003).
Melissa J. Nguyen Secretary Since 2006 Vice President and Assistant General Counsel of
14
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Year of birth: 1978 Claymore Securities, Inc. (2005-present).
Secretary of certain funds in the Fund
Complex. Formerly, Associate, Vedder Price
P.C. (2003-2005).
William H. Belden III Vice President Since 2006 Managing Director of Claymore Securities, Inc.
Year of birth: 1965 (2005-present). Formerly, Vice President of
Product Management at Northern Trust Global
Investments (1999-2005); Vice President of
Stein Roe & Farnham (1995-1999).
James Howley Assistant Since 2006 Vice President, Fund Administration of
Year of birth: 1972 Treasurer Claymore Securities, Inc. (2004-present).
Formerly, Manager, Mutual Fund Administration
of Van Kampen Investments, Inc.
Mark J. Furjanic Assistant Since 2008 Vice President, Fund Administration-Tax
Year of birth: 1959 Treasurer (2005-present) of Claymore Advisors, LLC and
Claymore Securities, Inc.; Assistant
Treasurer of certain funds in the Fund
Complex. Formerly, Senior Manager
(1999-2005) for Ernst & Young LLP.
Donald P. Swade Assistant Since 2008 Vice President, Fund Administration
Year of birth: 1972 Treasurer (2006-present) of Claymore Advisors, LLC and
Claymore Securities, Inc.; Assistant
Treasurer of certain funds in the Fund
Complex. Formerly, Manager-Mutual Fund
Financial Administration (2003-2006) for
Morgan Stanley/Van Kampen Investments.
Chuck Craig Vice President Since 2006 Managing Director (2006-present), Vice
Year of birth: 1967 President (2003-2006) of Claymore Securities,
Inc. Formerly, Assistant Vice President,
First Trust Portfolios, L.P. (1999-2003);
Analyst, PMA Securities, Inc. (1996-1999).
Mark E. Mathiasen Assistant Since 2008 Assistant Vice President; Assistant General
Year of birth: 1978 Secretary Counsel of Claymore Securities, Inc.
(2007-present). Secretary of certain funds in
the Fund Complex. Previously, Law Clerk,
Idaho State Courts (2003-2006).
Matt Patterson Assistant Since 2006 Vice President and Assistant General Counsel
Year of birth: 1971 Secretary of Claymore Securities, Inc. (2006-present).
Secretary of certain funds in the Fund
Complex. Previously, Securities Counsel,
Caterpillar Inc. (2004-2006); Associate,
Skadden, Arps, Slate, Meagher & Flom LLP
(2002-2004).
|
* The business address of each Trustee is c/o Claymore Advisors, LLC, 2455
Corporate West Drive, Lisle, Illinois 60532.
** This is the period for which the Trustee/Officer began serving the Trust.
Each Officer serves an indefinite term, until his successor is elected.
For each Trustee, the dollar range of equity securities beneficially
owned by the Trustee in the Trust and in all registered investment companies
overseen by the Trustee is shown below.
---------------------------------------- -------------------------------------- --------------------------------------
DOLLAR RANGE OF EQUITY SECURITIES IN DOLLAR RANGE OF EQUITY SECURITIES IN
THE CLAYMORE/MORNINGSTAR INFORMATION THE CLAYMORE/MORNINGSTAR SERVICES
SUPER SECTOR INDEX ETF SUPER SECTOR INDEX ETF
NAME OF TRUSTEE (AS OF MAY 31, 2008) (AS OF MAY 31, 2008)
---------------------------------------- -------------------------------------- --------------------------------------
INDEPENDENT TRUSTEES
Randall C. Barnes None None
Ronald A. Nyberg None None
Ronald E. Toupin, Jr. None None
---------------------------------------- -------------------------------------- --------------------------------------
15
|
INTERESTED TRUSTEE
Nicholas Dalmaso None None
---------------------------------------- -------------------------------------- --------------------------------------
DOLLAR RANGE OF EQUITY SECURITIES IN DOLLAR RANGE OF EQUITY SECURITIES IN
THE CLAYMORE/MORNINGSTAR THE CLAYMORE U.S. CAPITAL MARKETS
MANUFACTURING SUPER SECTOR INDEX ETF BOND ETF
NAME OF TRUSTEE (AS OF MAY 31, 2008) (AS OF MAY 31, 2008)
---------------------------------------- -------------------------------------- --------------------------------------
INDEPENDENT TRUSTEES
Randall C. Barnes None None
Ronald A. Nyberg None None
Ronald E. Toupin, Jr. None None
---------------------------------------- -------------------------------------- --------------------------------------
INTERESTED TRUSTEE
Nicholas Dalmaso None None
---------------------------------------- -------------------------------------- --------------------------------------
DOLLAR RANGE OF EQUITY SECURITIES IN DOLLAR RANGE OF EQUITY SECURITIES IN
THE CLAYMORE U.S. CAPITAL MARKETS THE CLAYMORE U.S.-1 - THE CAPITAL
MICRO-TERM FIXED INCOME ETF MARKETS
(AS OF MAY 31, 2008) INDEX ETF
NAME OF TRUSTEE (AS OF MAY 31, 2008)
---------------------------------------- -------------------------------------- --------------------------------------
INDEPENDENT TRUSTEES
Randall C. Barnes None None
Ronald A. Nyberg None None
Ronald E. Toupin, Jr. None None
---------------------------------------- -------------------------------------- --------------------------------------
INTERESTED TRUSTEE
Nicholas Dalmaso None None
--------------------------------------- -------------------------------------- --------------------------------------
AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL REGISTERED
INVESTMENT COMPANIES OVERSEEN BY
DOLLAR RANGE OF EQUITY SECURITIES IN TRUSTEE IN FAMILY OF INVESTMENT
THE CLAYMORE/ZACKS DIVIDEND ROTATION COMPANIES
ETF (AS OF MAY 31, 2008)
NAME OF TRUSTEE (AS OF MAY 31, 2008)
---------------------------------------- -------------------------------------- --------------------------------------
INDEPENDENT TRUSTEES
Randall C. Barnes None None
Ronald A. Nyberg None None
Ronald E. Toupin, Jr. None None
---------------------------------------- -------------------------------------- --------------------------------------
INTERESTED TRUSTEE
Nicholas Dalmaso None None
---------------------------------------- -------------------------------------- --------------------------------------
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As to each Independent Trustee and his immediate family members, no
person owned beneficially or of record securities in an investment adviser or
principal underwriter of a Fund, or a person (other than a registered
investment company) directly or indirectly controlling, controlled by or under
common control with an investment adviser or principal underwriter of a Fund.
Messrs. Barnes, Nyberg and Toupin who are not "interested persons" of
the Trust, as defined in the 1940 Act, serve on the Trust's Nominating and
Governance Committee. The Nominating and
16
Governance Committee is responsible for recommending qualified candidates to the
Board in the event that a position is vacated or created. The Nominating and
Governance Committee would consider recommendations by shareholders if a vacancy
were to exist. Such recommendations should be forwarded to the Secretary of the
Trust. The Trust does not have a standing compensation committee. During the
Funds' fiscal year ended May 31, 2008, the Trust's Nominating and Governance
Committee met 1 time.
Messrs. Barnes, Nyberg and Toupin who are not "interested persons" of
the Trust, as defined in the 1940 Act, serve on the Trust's Audit Committee. The
Audit Committee is generally responsible for reviewing and evaluating issues
related to the accounting and financial reporting policies and internal controls
of the Trust and, as appropriate, the internal controls of certain service
providers, overseeing the quality and objectivity of the Trust's financial
statements and the audit thereof and acting as a liason between the Board of
Trustees and the Trust's independent registered public accounting firm. During
the Funds' fiscal year ended May 31, 2008, the Trust's Audit Commitee met 2
times.
Remuneration of Trustees and Officers
The Trust, together with Claymore Exchange-Traded Fund Trust 2, pays
each Independent Trustee a fee of $25,000 per year plus $1,000 per Board or
committee meeting participated in, together with each Trustee's actual
out-of-pocket expenses relating to attendance at such meetings. Officers who are
employed by the Investment Adviser receive no compensation or expense
reimbursements from the Trust.
The table below shows the estimated compensation that was paid to
Trustees for the Fund's fiscal year ended May 31, 2008.
PENSION OR RETIREMENT
AGGREGATE COMPENSATION BENEFITS ACCRUED AS PART OF TOTAL COMPENSATION PAID
NAME OF TRUSTEE FROM TRUST FUND EXPENSES FROM FUND COMPLEX
--------------- ---------------------- --------------------------- -----------------------
INDEPENDENT TRUSTEES
Randall C. Barnes $21,500 N/A $281,125
Ronald A. Nyberg $21,500 N/A $388,500
Ronald E. Toupin, Jr. $21,500 N/A $313,750
INTERESTED TRUSTEE
Nicholas Dalmaso N/A N/A N/A
|
The officers and Trustees of the Trust, in the aggregate, own less than
1% of the shares of each Fund.
Investment Adviser. The Investment Adviser manages the investment and
reinvestment of each Fund's assets and administers the affairs of each Fund to
the extent requested by the Board of Trustees.
Investment Subadviser. The Investment Subadviser manages the investment
and reinvestment of assets of the Claymore U.S. Capital Markets Bond ETF,
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF and Claymore
U.S. -1- The Capital Markets Index ETF on an ongoing basis under the supervision
of the Investment Adviser.
Portfolio Manager. Chuck Craig, Managing Director, Portfolio Management
and Supervision, of Claymore, serves as portfolio manager for each of the Funds,
other than the portfolios of the Claymore U.S. Capital Markets Bond ETF,
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF and Claymore U.S. -1-
The Capital Markets Index ETF, and is responsible for the day-to-day management
of such Funds' portfolios.
The portfolios of the Claymore U.S. Capital Markets Bond ETF and
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF, and the fixed income
and money market portions of the portfolio of the Claymore U.S.-1 - The Capital
Markets Index ETF, are managed by Mellon Capital's Fixed Income Management team.
The individual members of the team who are primarily responsible for the
day-to-day management of those Funds' portfolios are David C. Kwan and Zandra
Zelaya.
The equity portion of the portfolio of the Claymore U.S. -1 - The
Capital Markets Index ETF is managed by Mellon Capital's East Coast Equity Index
Portfolio Management Team. The individual members of the team who are
responsible for the day-to-day management of that portion of the Fund's
portfolio are Denise Krisko and Steven Wetter.
Other Accounts Managed by the Portfolio Manager. As of July 31, 2008,
Mr. Craig managed 3 registered investment companies (2 such registered
investment companies consisting of a total of 29 separate series) with a total
of approximately $2.17 billion in assets; no pooled investment vehicles other
than registered investment companies; and no other accounts.
Information regarding the other accounts managed by each named
Portfolio Manager is set forth below:
------------------------ ------------------------------------------- -------------------------------------------------
ACCOUNTS MANAGED ACCOUNTS WITH RESPECT TO WHICH THE ADVISORY FEE
IS BASED ON THE PERFORMANCE OF THE ACCOUNT
------------------------ ------------------------------------------- -------------------------------------------------
NAME OF PORTFOLIO CATEGORY OF NUMBER OF TOTAL ASSETS NUMBER OF ACCOUNTS IN TOTAL ASSETS IN
MANAGER ACCOUNT ACCOUNTS IN ACCOUNT IN CATEGORY ACCOUNTS IN CATEGORY
IN CATEGORY CATEGORY
------------------------ -------------- ------------ --------------- ----------------------- -------------------------
Denise Krisko and Registered
Steven Wetter Investment
Companies 82 $5.0 billion 0 0
Other Pooled
investment
vehicles 0 0 0 0
Other Accounts 68 $12.3 billion 0 0
------------------------ -------------- ------------ --------------- ----------------------- -------------------------
Dave Kwan and Registered
Zandra Zelaya Investment
Companies 19 $2.01 billion 0 0
Other Pooled
investment
vehicles 13 $9.61 billion 0 0
Other Accounts 24 $3.55 billion 0 0
------------------------ -------------- ------------ --------------- ----------------------- -------------------------
|
Portfolio Manager Compensation-Investment Adviser. Mr Craig's
compensation consists of the following elements:
Base salary: The portfolio manager is paid a fixed base salary by the
Investment Adviser which is set at a level determined to be appropriate based
upon the individual's experience and responsibilities.
Mr. Craig is eligible for a discretionary annual bonus. There is no
policy regarding, or agreement with, Mr. Craig to receive bonuses or any other
compensation in connection with the performance of any of the accounts managed
by the portfolio manager. Mr. Craig also participates in benefit plans and
programs generally available to all employees of the Investment Adviser.
Portfolio Manager Compensation-Investment Subadviser. The primary
objectives of the Mellon Capital compensation plans are to:
o Motivate and reward continued growth and profitability
o Attract and retain high-performing individuals critical to the
on-going success of Mellon Capital
o Motivate and reward superior business/investment performance
o Create an ownership mentality for all plan participants
The investment professionals' cash compensation is comprised primarily
of a market-based base salary and (variable) incentives (annual and long term).
An investment professional's base salary is determined by the employees'
experience and performance in the role, taking into account the ongoing
compensation benchmark analyses. A portfolio manager's base salary is generally
a fixed amount that may change as a result of an annual review, upon assumption
of new duties, or when a market adjustment of the position occurs. Funding for
the Mellon Capital Annual Incentive Plan and Long Term Incentive Plan is through
a pre-determined fixed percentage of overall Mellon Capital profitability.
Therefore, all bonus awards are based initially on Mellon Capital's financial
performance. The employees are eligible to receive annual cash bonus awards from
the Annual Incentive Plan. Annual incentive opportunities are pre-established
for each individual, expressed as a percentage of base salary ("target awards").
These targets are derived based on a review of competitive market data for each
position annually. Annual awards are determined by applying multiples to this
target award. Awards are 100% discretionary. Factors considered in awards
include individual performance, team performance, investment performance of the
associated portfolio(s) and qualitative behavioral factors. Other factors
considered in determining the award are the asset size and revenue
growth/retention of the products managed. Awards are paid in cash on an annual
basis.
All key staff of Mellon Capital are also eligible to participate in the
Mellon Capital Long Term Incentive Plan. These positions have a high level of
accountability and a large impact on the success of the business due to the
position's scope and overall responsibility. In addition, the participants have
demonstrated a long-term performance track record and have the potential for a
continued leadership role. This plan provides for an annual award, payable in
cash after a three-year cliff vesting period. The value of the award increases
during the vesting period based upon the growth in Mellon Capital's net income.
Mellon Capital's portfolio managers responsible for managing mutual
funds are paid by Mellon Capital and not by the mutual funds. The same
methodology described above is used to determine portfolio manager compensation
with respect to the management of mutual funds and other accounts. Mutual fund
portfolio managers are also eligible for the standard retirement benefits and
health and welfare benefits available to all Mellon Capital employees. Certain
portfolio managers may be eligible for additional retirement benefits under
several supplemental retirement plans that Mellon Capital provides to restore
dollar-for-dollar the benefits of management employees that had been cut back
solely as a result of certain limits due to the tax laws. These plans are
structured to provide the same retirement benefits as the standard retirement
benefits. In addition, mutual fund portfolio managers whose compensation exceeds
certain limits may elect to defer a portion of their salary and/or bonus under
The Bank of New York Mellon Corporation Deferred Compensation Plan for
Employees.
Securities Ownership of the Portfolio Managers. The portfolio managers
do not own shares of the Funds.
17
Although the Funds in the Trust that are managed by Mr. Craig and/or
Mellon Capital, as applicable, may have different investment strategies, each
has a portfolio objective of replicating its underlying index. The Investment
Adviser and/or Investment Subadviser, as applicable, do not believe that
management of the different Funds of the Trust presents a material conflict of
interest for the portfolio managers of the Investment Adviser and/or Investment
Subadviser, as applicable.
Investment Advisory Agreement. Pursuant to an Investment Advisory
Agreement between the Investment Adviser and the Trust, each Fund has agreed to
pay an annual management fee equal to a percentage of its average daily net
assets set forth in the chart below.
-------------------------------------------------------------------------- -------------------------------------------
FUND FEE
-------------------------------------------------------------------------- -------------------------------------------
Claymore/Morningstar Information Super Sector Index ETF 0.40% of average daily net assets
------------------------------------------------------------------------- --------------------------------------------
Claymore/Morningstar Services Super Sector Index ETF 0.40% of average daily net assets
------------------------------------------------------------------------- --------------------------------------------
Claymore/Morningstar Manufacturing Super Sector Index ETF 0.40% of average daily net assets
------------------------------------------------------------------------- --------------------------------------------
Claymore U.S. Capital Markets Bond ETF 0.20% of average daily net assets
------------------------------------------------------------------------- --------------------------------------------
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF 0.20% of average daily net assets
------------------------------------------------------------------------- --------------------------------------------
Claymore U.S.-1-The Capital Markets Index ETF 0.25% of average daily net assets
------------------------------------------------------------------------- --------------------------------------------
Claymore/Zacks Dividend Rotation ETF 0.50% of average daily net assets
------------------------------------------------------------------------- --------------------------------------------
|
Each Fund is responsible for all its expenses, including the investment
advisory fees, costs of transfer agency, custody, fund administration, legal,
audit and other services, interest, taxes, brokerage commissions and other
expenses connected with executions of portfolio transactions, any distribution
fees or expenses and extraordinary expenses. The Fund's Investment Adviser has
contractually agreed to waive fees and/or pay Fund expenses to the extent
necessary to prevent the operating expenses of each Fund (excluding interest
expenses, licensing fees, offering costs (up to .25% of average net assets for
the Claymore U.S. Capital Markets Bond ETF, Claymore U.S. Capital Markets
Micro-Term Fixed Income ETF and Claymore U.S.-1-The Capital Markets Index ETF),
brokerage commissions taxes and extraordinary expenses such as litigation and
other expenses not incurred in the ordinary course of the Fund's business) from
exceeding the percentage of its average net assets set forth in the chart below.
The offering costs excluded from the expense cap are: (a) legal fees pertaining
to the Fund's Shares offered for sale; (b) SEC and state registration fees; and
(c) initial fees paid to be listed on an exchange. The Trust and the Investment
Adviser have entered into the Expense Reimbursement Agreement in which the
Investment Adviser has agreed to waive its management fees and/or pay certain
other operating expenses of each Fund in order to maintain the expense ratio of
each Fund at or below the expense cap listed below (the "Expense Cap"). For a
period of five years subsequent to the Funds' commencement of operations, the
Investment Adviser may recover from the Fund fees and expenses waived or
reimbursed during the prior three years if the Fund's expense ratio, including
the recovered expenses, falls below the expense cap.
-------------------------------------------------------------------------- -------------------------------------------
FUND EXPENSE CAP
-------------------------------------------------------------------------- -------------------------------------------
Claymore/Morningstar Information Super Sector Index ETF 0.40% of average daily net assets
------------------------------------------------------------------------- --------------------------------------------
Claymore/Morningstar Services Super Sector Index ETF 0.40% of average daily net assets
------------------------------------------------------------------------- --------------------------------------------
Claymore/Morningstar Manufacturing Super Sector Index ETF 0.40% of average daily net assets
------------------------------------------------------------------------- --------------------------------------------
Claymore U.S. Capital Markets Bond ETF 0.27% of average daily net assets
------------------------------------------------------------------------- --------------------------------------------
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF 0.27% of average daily net assets
------------------------------------------------------------------------- --------------------------------------------
Claymore U.S.-1-The Capital Markets Index ETF 0.37% of average daily net assets
------------------------------------------------------------------------- --------------------------------------------
Claymore/Zacks Dividend Rotation ETF 0.60% of average daily net assets
------------------------------------------------------------------------- --------------------------------------------
|
The aggregate amount of the management fee paid by each Fund to the
Investment Adviser since the commencement of operations of that Fund until the
end of the Fund's fiscal year ended May 31, 2008, and the aggregate amount of
fees waived by the Investment Adviser (net of expenses, reimbursed to the
Investment Adviser under the Expense Reimbursement Agreement) during that period
are set forth in the chart below with respect to each Fund.
------------------------------- ---------------------------- ---------------------------- ----------------------------
FUND MANAGEMENT FEES PAID FOR NET MANAGEMENT FEES WAIVED DATE OF FUND'S
THE FISCAL YEAR ENDED MAY FOR THE FISCAL YEAR ENDED COMMENCEMENT OF OPERATIONS
31, 2008 MAY 31, 2008
------------------------------- ---------------------------- ---------------------------- ----------------------------
Claymore/Morningstar $11,418 $11,418 August 22, 2007
Information Super Sector
Index ETF
------------------------------- ---------------------------- ---------------------------- ----------------------------
Claymore/Morningstar Services $10,908 $10,908 August 22, 2007
Super Sector Index ETF
------------------------------- ---------------------------- ---------------------------- ----------------------------
Claymore/Morningstar $12,255 $12,255 August 22, 2007
Manufacturing Super Sector
Index ETF
------------------------------- ---------------------------- ---------------------------- ----------------------------
Claymore U.S. Capital Markets $2,981 $2,981 February 12, 2008
Bond ETF
------------------------------- ---------------------------- ---------------------------- ----------------------------
Claymore U.S. Capital Markets $3,009 $3,009 February 12, 2008
Micro-Term Fixed Income ETF
------------------------------- ---------------------------- ---------------------------- ----------------------------
Claymore U.S.-1-The Capital $7,566 $7,566 February 12, 2008
Markets Index ETF
------------------------------- ---------------------------- ---------------------------- ----------------------------
Claymore/Zacks Dividend $9,938 $9,938 October 24, 2007
Rotation ETF
------------------------------- ---------------------------- ---------------------------- ----------------------------
|
18
Under the Investment Advisory Agreement, the Investment Adviser will
not be liable for any error of judgment or mistake of law or for any loss
suffered by the Fund in connection with the performance of the Investment
Advisory Agreement, except a loss resulting from willful misfeasance, bad faith
or gross negligence on the part of the Investment Adviser in the performance of
its duties or from reckless disregard of its duties and obligations thereunder.
The Investment Advisory Agreement continues until August 4, 2009, and thereafter
only if approved annually by the Board, including a majority of the Independent
Trustees. The Agreement terminates automatically upon assignment and is
terminable at any time without penalty as to the Fund by the Board, including a
majority of the Independent Trustees, or by vote of the holders of a majority of
the Fund's outstanding voting securities on 60 days written notice to the
Investment Adviser, or by the Investment Adviser on 60 days written notice to
the Fund.
Claymore Advisors is located at 2455 Corporate West Drive, Lisle,
Illinois 60532.
Investment Subadvisory Agreement. Mellon Capital acts as the
investment subadviser of each of the Claymore U.S. Capital Markets Bond ETF.
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF and the Claymore U.S.
-1- The Capital Markets Index ETF pursuant to a sub-advisory agreement with the
Investment Adviser (the "Investment Subadvisory Agreement"). Pursuant to the
Investment Subadvisory Agreement, the Investment Subadviser manages the
investment and reinvestment of the assets of the Claymore U.S. Capital Markets
Bond ETF and Claymore U.S. Capital Markets Micro-Term Fixed Income ETF, and the
assets attributable to the fixed income and money market portions of the
portfolio of the Claymore U.S. -1- The Capital Markets Index ETF, on an ongoing
basis under the supervision of the Investment Adviser.
The Investment Subadviser is located at 50 Fremont Street, Suite 3900,
San Francisco, California 94105.
Pursuant to the Investment Subadvisory Agreement, the Investment
Adviser pays the Investment Subadviser on a monthly basis a portion of the net
advisory fees it receives from each of the Claymore U.S. Capital Markets Bond
ETF, Claymore U.S. Capital Markets Micro-Term Fixed Income ETF and the Claymore
U.S. -1- The Capital Markets Index ETF at the annualized rate of each such
fund's average net assets as follows:
-------------------------------------- -----
First $200,000 0.08%
-------------------------------------- -----
Over $200,000 0.05%
-------------------------------------- -----
|
The Investment Adviser will pay the Investment Subadviser a minimum of
$50,000 per for each of Claymore U.S. Capital Markets Bond ETF, Claymore U.S.
Capital Markets Micro-Term Fixed Income ETF and Claymore U.S.-1-The Capital
Markets Index ETF, per year after each Fund's first year of operations.
For the fiscal year ended May 31, 2008, the Investment Adviser paid the
Investment Subadviser the fees set forth below:
Fees Paid By Investment Adviser Date of Funds's
Fund to Investment Subadviser Commencement of Operations
------------------------------- --------------------------------------- --------------------------
Claymore U.S. Capital Markets $ 0 February 12, 2008
Bond ETF
------------------------------- --------------------------------------- --------------------------
Claymore U.S. Capital Markets $ 0 February 12, 2008
Micro-Term Fixed Income ETF
------------------------------- --------------------------------------- --------------------------
Claymore U.S.-1-The Capital $ 0 February 12, 2008
Markets Index ETF
------------------------------- --------------------------------------- --------------------------
|
Administrator. Claymore Advisors also serves as the Trust's
administrator. Pursuant to an administration agreement, Claymore Advisors
provides certain administrative, bookkeeping and accounting services to the
Trust. For the services, the Trust pays Claymore Advisors a fee, accrued daily
and paid monthly by the Investment Adviser from the management fee.
For the fiscal year ended May 31, 2008, the Trust paid to Claymore
Advisors a total of $4,579 in fees pursuant to the administration agreement.
19
Custodian and Transfer Agent. The Bank of New York Mellon ("BNY"),
located at 101 Barclay Street, New York, New York 10286, also serves as
custodian for the Funds pursuant to a Custodian Agreement. As custodian, BNY
holds the Funds' assets, calculates the net asset value of Shares and calculates
net income and realized capital gains or losses. BNY also serves as transfer
agent of the Funds pursuant to a Transfer Agency Agreement. As compensation for
the foregoing services, BNY receives certain out-of-pocket costs, transaction
fees and asset based fees which are accrued daily and paid monthly by the
Investment Adviser from the management fee. For the fiscal year ended May 31,
2008, the Trust paid to BNY a total of $165,903 in fees pursuant to the
Custodian Agreement and Transfer Agency Agreement.
Distributor. Claymore Securities, Inc. ("Claymore") is the distributor
of the Funds' Shares (in such capacity, the "Distributor"). Its principal
address is 2455 Corporate West Drive, Lisle, Illinois 60532. The Distributor has
entered into a Distribution Agreement with the Trust pursuant to which it
distributes Fund Shares. Shares are continuously offered for sale by each Fund
through the Distributor only in Creation Unit Aggregations, as described in the
Prospectus and below under the heading "Creation and Redemption of Creation
Units."
12b-1 Plan. The Trust has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the 1940 Act (the "Plan") pursuant to which each
Fund may reimburse the Distributor up to a maximum annual rate of the percentage
of its average daily net assets as set forth in the chart below.
-------------------------------------------------------------------------- -------------------------------------------
FUND FEE
------------------------------------------------------------------------- --------------------------------------------
Claymore/Morningstar Information Super Sector Index ETF 0.25% of average daily net assets
------------------------------------------------------------------------- --------------------------------------------
Claymore/Morningstar Services Super Sector Index ETF 0.25% of average daily net assets
------------------------------------------------------------------------- --------------------------------------------
Claymore/Morningstar Manufacturing Super Sector Index ETF 0.25% of average daily net assets
------------------------------------------------------------------------- --------------------------------------------
Claymore U.S. Capital Markets Bond ETF 0.25% of average daily net assets
------------------------------------------------------------------------- --------------------------------------------
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF 0.25% of average daily net assets
------------------------------------------------------------------------- --------------------------------------------
Claymore U.S.-1-The Capital Markets Index ETF 0.25% of average daily net assets
------------------------------------------------------------------------- --------------------------------------------
Claymore/Zacks Dividend Rotation ETF 0.25% of average daily net assets
------------------------------------------------------------------------- --------------------------------------------
|
Under the Plan and as required by Rule 12b-1, the Trustees will receive
and review after the end of each calendar quarter a written report provided by
the Distributor of the amounts expended under the Plan and the purpose for which
such expenditures were made.
The Plan was adopted in order to permit the implementation of the
Fund's method of distribution. However, no such fee is currently charged to the
Fund, and there are no plans in place to impose such a fee. No such fees were
paid by any Fund during its fiscal year ended May 31, 2008.
Aggregations. Fund Shares in less than Creation Unit Aggregations are
not distributed by the Distributor. The Distributor will deliver the Prospectus
and, upon request, this SAI to persons purchasing Creation Unit Aggregations and
will maintain records of both orders placed with it and confirmations of
acceptance furnished by it. The Distributor is a broker-dealer registered under
the Securities Exchange Act of 1934 (the "Exchange Act") and a member of the
Financial Industry Regulatory Authority ("FINRA").
The Distribution Agreement for the Funds provides that it may be
terminated as to a Fund at any time, without the payment of any penalty, on at
least 60 days written notice by the Trust to the Distributor (i) by vote of a
majority of the Independent Trustees or (ii) by vote of a majority of the
outstanding voting securities (as defined in the 1940 Act) of the Fund. The
Distribution Agreement will terminate automatically in the event of its
assignment (as defined in the 1940 Act).
The Distributor may also enter into agreements with securities dealers
("Soliciting Dealers") who will solicit purchases of Creation Unit Aggregations
of Fund Shares. Such Soliciting Dealers may also be Participating Parties (as
defined in "Procedures for Creation of Creation Unit Aggregations" below) and
DTC Participants (as defined in "DTC Acts as Securities Depository" below).
20
Index Providers. Set forth below is a list of each Fund and the
Underlying Index upon which it is based.
------------------------------------------------------------------------- --------------------------------------------
FUND UNDERLYING INDEX
------------------------------------------------------------------------- --------------------------------------------
Claymore/Morningstar Information Super Sector Index ETF Morningstar Information Super Sector Index
------------------------------------------------------------------------- --------------------------------------------
Claymore/Morningstar Services Super Sector Index ETF Morningstar Services Super Sector Index
------------------------------------------------------------------------- --------------------------------------------
Claymore/Morningstar Manufacturing Super Sector Index ETF Morningstar Manufacturing Super Sector
Index
------------------------------------------------------------------------- --------------------------------------------
Claymore U.S. Capital Markets Bond ETF CPMKTB-The Capital Markets Bond Index
------------------------------------------------------------------------- --------------------------------------------
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF CPMKTL-The Capital Markets Liquidity Index
------------------------------------------------------------------------- --------------------------------------------
Claymore U.S.-1-The Capital Markets Index ETF CPMKTS-The Capital Markets Index
------------------------------------------------------------------------- --------------------------------------------
Claymore/Zacks Dividend Rotation ETF Zacks Dividend Rotation Index
------------------------------------------------------------------------- --------------------------------------------
|
No Index Provider is affiliated with the Funds or the Investment
Adviser or Investment Subadviser. Each Fund is entitled to use its respective
Underlying Index pursuant to a sub-licensing arrangement with the Investment
Adviser, which in turn has a licensing agreement with the applicable Index
Provider. The Funds reimburse the Investment Adviser for the licensing fee
payable to the Index Provider.
The only relationships that each Index Provider has with the Investment
Adviser or Investment Subadviser or Distributor of the Funds in connection with
the Funds are that each Index Provider has licensed certain of its intellectual
property, including the determination of the component stocks of the Underlying
Indices and the name of the Underlying Indices. The Underlying Indices are
selected and calculated without regard to the Investment Adviser, Investment
Subadviser, or Distributor or owners of the Funds. Each Index Provider has no
obligation to take the specific needs of the Investment Adviser, Investment
Subadviser or Distributor or owners of the Funds into consideration in the
determination and calculation of the Underlying Indices. Each Index Provider is
not responsible for and has not participated in the determination of pricing or
the timing of the issuance or sale of the Shares of the Funds or in the
determination or calculation of the net asset value of the Funds. Each Index
Provider has no obligation or liability in connection with the administration,
marketing or trading of the Funds.
EACH INDEX PROVIDER SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS,
OR INTERRUPTIONS RELATED TO THE FUNDS OR UNDERLYING INDICES. EACH INDEX PROVIDER
MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE
INVESTMENT ADVISER, INVESTMENT SUBADVISER OR DISTRIBUTOR OR OWNERS OF THE FUNDS,
OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF THE UNDERLYING INDICES OR ANY
DATA INCLUDED THEREIN. EACH INDEX PROVIDER MAKES NO WARRANTY, EXPRESS OR
IMPLIED, AND EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE OR USE, WITH RESPECT TO THE FUNDS OR TO UNDERLYING INDICES
OR TO ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL AN INDEX PROVIDER HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) IN CONNECTION WITH
THE FUNDS OR THE UNDERLYING INDICES, EVEN IF THE INDEX PROVIDER IS NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.
BROKERAGE TRANSACTIONS
The policy of the Trust regarding purchases and sales of securities is
that primary consideration will be given to obtaining the most favorable prices
and efficient executions of transactions. Consistent with this policy, when
securities transactions are effected on a stock exchange, the Trust's policy is
to pay commissions that are considered fair and reasonable without necessarily
determining that the lowest possible commissions are paid in all circumstances.
In seeking to determine the reasonableness of brokerage commissions paid in any
transaction, the Investment Adviser and/or Investment Subadviser, as applicable,
relies upon its experience and knowledge regarding commissions generally charged
by various brokers. The sale of Fund Shares by a broker-dealer is not a factor
in the selection of broker-dealers.
21
In seeking to implement the Trust's policies, the Investment Adviser
and/or Investment Subadviser, as applicable, effect transactions with those
brokers and dealers that the Investment Adviser and/or Investment Subadviser, as
applicable, believe provide the most favorable prices and are capable of
providing efficient executions. The Investment Adviser and Investment Subadviser
and their affiliates do not currently participate in soft dollar transactions.
The Investment Adviser and/or Subadviser, as applicable, assume general
supervision over placing orders on behalf of the Funds for the purchase or sale
of portfolio securities. If purchases or sales of portfolio securities by the
Funds and one or more other investment companies or clients supervised by the
Investment Adviser and/or Investment Subadviser, as applicable, are considered
at or about the same time, transactions in such securities are allocated among
the Funds, the several investment companies and clients in a manner deemed
equitable to all by the Investment Adviser and/or Investment Subadviser, as
applicable. In some cases, this procedure could have a detrimental effect on the
price or volume of the security as far as the Funds are concerned. However, in
other cases, it is possible that the ability to participate in volume
transactions and to negotiate lower brokerage commissions will be beneficial to
the Funds. The primary consideration is prompt execution of orders at the most
favorable net price.
The aggregate brokerage commissions paid by each Fund since the
commencement of operations of that Fund until the end of the Fund's fiscal year
ended May 31, 2008 are set forth in the table below:
---------------------------------------- ---------------------------------------- ------------------------------------
FUND BROKERAGE COMMISSIONS PAID FOR THE DATE OF FUND'S COMMENCEMENT OF
FISCAL YEAR ENDED MAY 31, 2008 OPERATIONS
---------------------------------------- ---------------------------------------- ------------------------------------
Claymore/Morningstar Information Super $91 August 22, 2007
Sector Index ETF
---------------------------------------- ---------------------------------------- ------------------------------------
Claymore/Morningstar Services Super $67 August 22, 2007
Sector Index ETF
---------------------------------------- ---------------------------------------- ------------------------------------
Claymore/Morningstar Manufacturing $59 August 22, 2007
Super Sector Index ETF
---------------------------------------- ---------------------------------------- ------------------------------------
Claymore U.S. Capital Markets Bond ETF $0 February 12, 2008
---------------------------------------- ---------------------------------------- ------------------------------------
Claymore U.S. Capital Markets $0 February 12, 2008
Micro-Term Fixed Income ETF
---------------------------------------- ---------------------------------------- ------------------------------------
Claymore U.S.-1-The Capital Markets $139 February 12, 2008
Index ETF
---------------------------------------- ---------------------------------------- ------------------------------------
Claymore/Zacks Dividend Rotation ETF $3,517 October 24, 2007
---------------------------------------- ---------------------------------------- ------------------------------------
|
ADDITIONAL INFORMATION CONCERNING THE TRUST
The Trust is an open-end management investment company registered under
the 1940 Act. The Trust was organized as a Delaware statutory trust on May 24,
2006.
The Trust is authorized to issue an unlimited number of shares in one
or more series or "funds." The Trust currently is comprised of 20 funds. The
Board of Trustees of the Trust has the right to establish additional series in
the future, to determine the preferences, voting powers, rights and privileges
thereof and to modify such preferences, voting powers, rights and privileges
without shareholder approval.
Each Share issued by a Fund has a pro rata interest in the assets of
the Fund. Fund Shares have no preemptive, exchange, subscription or conversion
rights and are freely transferable. Each Share is entitled to participate
equally in dividends and distributions declared by the Board with respect to the
Fund, and in the net distributable assets of the Fund on liquidation.
Each Share has one vote with respect to matters upon which a
shareholder vote is required consistent with the requirements of the 1940 Act
and the rules promulgated thereunder. Shares of all funds, including the Funds,
of the Trust vote together as a single class except as otherwise required by the
1940 Act, or if the matter being voted on affects only a particular fund, and,
if a matter affects a particular fund differently from other funds, the shares
of that fund will vote separately on such matter.
The Declaration of Trust may, except in limited circumstances, be
amended or supplemented by the Trustees without shareholder vote. The holders of
Fund shares are required to disclose information on direct or indirect ownership
of Fund shares as may be required to comply with various laws applicable to the
Fund, and ownership of Fund shares may be disclosed by the Fund if so required
by law or regulation.
The Trust is not required and does not intend to hold annual meetings
of shareholders. Shareholders owning more than 51% of the outstanding shares of
the Trust have the right to call a special meeting to remove one or more
Trustees or for any other purpose.
The Trust does not have information concerning the beneficial ownership
of Shares held by DTC Participants (as defined below).
22
Shareholders may make inquiries by writing to the Trust, c/o the
Distributor, 2455 Corporate West Drive, Lisle, Illinois 60532.
As of August 29, 2008, the following persons owned 5% or more of a
Fund's securities:
-------------------------------------------------------------------------------------------------------------
Claymore/Morningstar Information Super Sector Index ETF
-------------------------------------------------------------------------------------------------------------
Name Address % Owned
-------------------------------------------------------------------------------------------------------------
Timber Hill LLC 209 S. LaSalle Street, Chicago, 93.79%
IL 60604
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
Claymore/Morningstar Services Super Sector Index ETF
-------------------------------------------------------------------------------------------------------------
Name Address % Owned
Timber Hill LLC 209 S. LaSalle Street, Chicago, 68.15%
IL 60604
-------------------------------------------------------------------------------------------------------------
Goldman Sachs 85 Broad Street, New York, NY 29.06%
10004
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
Claymore/Morningstar Manufacturing Super Sector Index ETF
-------------------------------------------------------------------------------------------------------------
Name Address % Owned
-------------------------------------------------------------------------------------------------------------
Timber Hill LLC 209 S. LaSalle Street, Chicago, 93.94%
IL 60604
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
Claymore U.S Capital Markets Bond ETF
-------------------------------------------------------------------------------------------------------------
Name Address % Owned
-------------------------------------------------------------------------------------------------------------
Merrill Lynch 250 Vasey Street, New York, NY 77.34%
10080
-------------------------------------------------------------------------------------------------------------
Charles Schwab 120 Kearny Street, San Francisco, 8.00%
CA 94108
-------------------------------------------------------------------------------------------------------------
UBS Financial Services, Inc. 1285 Avenue of the Americas, New 6.54%
York, NY 10019
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF
-------------------------------------------------------------------------------------------------------------
Name Address % Owned
-------------------------------------------------------------------------------------------------------------
Merrill Lynch 250 Vasey Street, New York, NY 38.84%
10080
-------------------------------------------------------------------------------------------------------------
Citigroup Inc. 39 Park Ave, New York, NY 10043 22.58%
-------------------------------------------------------------------------------------------------------------
First Clearing, LLC 10700 Wheat First Drive, MC 15.55%
WS1024, Glen Allen, VA 07302
-------------------------------------------------------------------------------------------------------------
Merrill Lynch, Pierce Fenner & Smith 250 Vasey Street, New York, NY 8.30%
10080
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
Claymore U.S. -1- The Capital Markets Index ETF
-------------------------------------------------------------------------------------------------------------
Name Address % Owned
-------------------------------------------------------------------------------------------------------------
Merrill Lynch 250 Vasey Street, New York, NY 75.12%
10080
-------------------------------------------------------------------------------------------------------------
Charles Schwab 120 Kearny Street, San Francisco, 12.95%
CA 94108
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
Claymore Zacks Dividend Rotation ETF
-------------------------------------------------------------------------------------------------------------
Name Address % Owned
-------------------------------------------------------------------------------------------------------------
Goldman Sachs 85 Broad Street, New York, NY 54.32%
10004
-------------------------------------------------------------------------------------------------------------
Timber Hill LLC 209 S. LaSalle Street, Chicago, 23.59%
IL 60604
-------------------------------------------------------------------------------------------------------------
|
Book Entry Only System. The following information supplements and
should be read in conjunction with the section in the Prospectus entitled "Book
Entry."
DTC Acts as Securities Depository for Fund Shares. Shares of the Funds
are represented by securities registered in the name of DTC or its nominee and
deposited with, or on behalf of, DTC.
DTC, a limited-purpose trust company, was created to hold securities of
its participants (the "DTC Participants") and to facilitate the clearance and
settlement of securities transactions among the DTC Participants in such
securities through electronic book-entry changes in accounts of the DTC
Participants, thereby eliminating the need for physical movement of securities
certificates. DTC Participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations, some of
whom (and/or their representatives) own DTC. More specifically, DTC is owned by
a number of its DTC Participants and by the New York Stock Exchange ("NYSE"),
the AMEX and FINRA. Access to the DTC system is also available to others such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a DTC Participant, either directly or indirectly
(the "Indirect Participants").
Beneficial ownership of Shares is limited to DTC Participants, Indirect
Participants and persons holding interests through DTC Participants and Indirect
Participants. Ownership of beneficial interests in Shares (owners of such
beneficial interests are referred to herein as "Beneficial Owners") is shown on,
and the transfer of ownership is effected only through, records maintained by
DTC (with respect to DTC Participants) and on the records of DTC Participants
(with respect to Indirect Participants and Beneficial Owners that are not DTC
Participants). Beneficial Owners will receive from or through the DTC
Participant a written confirmation relating to their purchase and sale of
Shares.
Conveyance of all notices, statements and other communications to
Beneficial Owners is effected as follows. Pursuant to the Depositary Agreement
between the Trust and DTC, DTC is required to make available to the Trust upon
request and for a fee to be charged to the Trust a listing of the Shares of the
Fund held by each DTC Participant. The Trust shall inquire of each such DTC
Participant as to the number of Beneficial Owners holding Shares, directly or
indirectly, through such DTC Participant. The Trust shall provide each such DTC
Participant with copies of such notice, statement or other communication, in
such form, number and at such place as such DTC Participant may reasonably
request, in order that such notice, statement or communication may be
transmitted by such DTC Participant, directly or indirectly, to such Beneficial
Owners. In addition, the Trust shall pay to each such DTC Participant a fair and
reasonable amount as reimbursement for the expenses attendant to such
transmittal, all subject to applicable statutory and regulatory requirements.
Fund distributions shall be made to DTC or its nominee, Cede & Co., as
the registered holder of all Fund Shares. DTC or its nominee, upon receipt of
any such distributions, shall immediately credit DTC Participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
Shares of the Fund as shown on the records of DTC or its nominee. Payments by
DTC Participants to Indirect Participants and Beneficial Owners of Shares held
through such DTC Participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in a "street name," and will be the
responsibility of such DTC Participants.
23
The Trust has no responsibility or liability for any aspect of the
records relating to or notices to Beneficial Owners, or payments made on account
of beneficial ownership interests in such Shares, or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests, or for any other aspect of the relationship between DTC and the DTC
Participants or the relationship between such DTC Participants and the Indirect
Participants and Beneficial Owners owning through such DTC Participants.
DTC may decide to discontinue providing its service with respect to
Shares at any time by giving reasonable notice to the Trust and discharging its
responsibilities with respect thereto under applicable law. Under such
circumstances, the Trust shall take action to find a replacement for DTC to
perform its functions at a comparable cost.
Proxy Voting. The Board of Trustees of the Trust has delegated
responsibility for decisions regarding proxy voting for securities held by the
Fund to the Investment Adviser. The Investment Adviser engages a third-party
proxy service, such as Institutional Shareholder Services or a similar service,
to vote all proxies on behalf of the Funds. The Investment Adviser periodically
renews the proxy voting results to ensure that proxies are voted in accordance
with the service's guidelines and that proxies are voted in a timely fashion. To
avoid any conflicts of interest, the Investment Adviser does not have authority
to override the recommendations of the third party service provider, except upon
the written authorization of the client directing the Investment Adviser to vote
in a specific manner. All overrides shall be approved by the Chief Compliance
Officer.
To the extent that a third party service provider seeks the Investment
Adviser's direction on how to vote on any particular matter, the Chief
Compliance Officer and Chief Financial Officer shall determine whether any
potential conflict of interest is present. If a potential conflict of interest
is present, the Investment Adviser shall seek instructions from clients on how
to vote that particular item.
The Trust is required to disclose annually the Funds' complete proxy
voting record on Form N-PX covering the period July 1 through June 30 and file
it with the SEC no later than August 31. Form N-PX for the Funds also will be
available at no charge upon request by calling 1-800-345-7999 or by writing to
Claymore Exchange-Traded Fund Trust at 2455 Corporate West Drive, Lisle, IL
60532. The Fund's Form N-PX will also be available on the SEC's website at
www.sec.gov.
Quarterly Portfolio Schedule. The Trust is required to disclose, after
its first and third fiscal quarters, the complete schedule of each Fund's
portfolio holdings with the SEC on Form N-Q. The Trust will also disclose a
complete schedule of each Fund's portfolio holdings with the SEC on Form N-CSR
after its second and fourth quarters. Form N-Q and Form N-CSR for the Fund will
be available on the SEC's website at http://www.sec.gov. The Funds' Form N-Q and
Form N-CSR may also be reviewed and copied at the SEC's Public Reference Room in
Washington, D.C. and information on the operation of the Public Reference Room
may be obtained by calling 1-202-551-8090. The Funds' Form N-Q and Form N-CSR
will be available without charge, upon request, by calling 1-800-345-7999 or by
writing to Claymore Exchange-Traded Fund Trust at 2455 Corporate West Drive,
Lisle, IL 60532.
Portfolio Holdings Policy. The Trust has adopted a policy regarding the
disclosure of information about the Trust's portfolio holdings. The Funds and
its service providers may not receive compensation or any other consideration
(which includes any agreement to maintain assets in the Funds or in other
investment companies or accounts managed by the Investment Adviser or any
affiliated person of the Investment Adviser) in connection with the disclosure
of portfolio holdings information of the Fund. The Trust's Policy is implemented
and overseen by the Chief Compliance Officer of the Funds, subject to the
oversight of the Board of Trustees. Periodic reports regarding these procedures
will be provided to the Board of Trustees of the Trust. The Board of Trustees of
the Trust must approve all material amendments
24
to this policy. The Funds' complete portfolio holdings are publicly disseminated
each day the Funds are open for business through financial reporting and news
services, including publicly accessible Internet web sites. In addition, a
basket composition file, which includes the security names and share quantities
to deliver in exchange for Fund shares, together with estimates and actual cash
components, is publicly disseminated daily prior to the opening of the NYSE Arca
or the AMEX, as applicable, via the National Securities Clearing Corporation
(NSCC). The basket represents one Creation Unit of the Fund. The Trust, the
Investment Adviser and Claymore will not disseminate non-public information
concerning the Trust.
Codes of Ethics. Pursuant to Rule 17j-1 under the 1940 Act, the Board
of Trustees has adopted a Code of Ethics for the Trust and approved Codes of
Ethics adopted by the Investment Adviser and the Distributor (collectively the
"Codes"). The Codes are intended to ensure that the interests of shareholders
and other clients are placed ahead of any personal interest, that no undue
personal benefit is obtained from the person's employment activities and that
actual and potential conflicts of interest are avoided.
The Codes apply to the personal investing activities of Trustees and
officers of the Trust, the Investment Adviser and the Distributor ("Access
Persons"). Rule 17j-1 and the Codes are designed to prevent unlawful practices
in connection with the purchase or sale of securities by Access Persons. Under
the Codes, Access Persons are permitted to engage in personal securities
transactions, but are required to report their personal securities transactions
for monitoring purposes. The Codes permit personnel subject to the Codes to
invest in securities subject to certain limitations, including securities that
may be purchased or held by a Fund. In addition, Access Persons are required
to obtain approval before investing in initial public offerings or private
placements. The Codes are on file with the SEC, and are available to the public.
CREATION AND REDEMPTION OF CREATION UNIT AGGREGATIONS
Creation. The Trust issues and sells Shares of each Fund only in
Creation Unit Aggregations on a continuous basis through the Distributor,
without a sales load, at its NAV next determined after receipt, on any Business
Day (as defined below), of an order in proper form.
A "Business Day" is any day on which the NYSE is open for business. As
of the date of this SAI, the NYSE observes the following holidays: New Year's
Day, Martin Luther King, Jr. Day, Washington's Birthday, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
Deposit of Securities and Deposit or Delivery of Cash. The
consideration for purchase of Creation Unit Aggregations of a Fund generally
consists of the in-kind deposit of a designated portfolio of equity securities
-- the "Deposit Securities" -- per each Creation Unit Aggregation constituting a
substantial replication of the stocks included in the Underlying Index ("Fund
Securities") and an amount of cash -- the "Cash Component" -- computed as
described below. Together, the Deposit Securities and the Cash Component
constitute the "Fund Deposit," which represents the minimum initial and
subsequent investment amount for a Creation Unit Aggregation of a Fund.
The Cash Component is sometimes also referred to as the Balancing
Amount. The Cash Component serves the function of compensating for any
differences between the NAV per Creation Unit Aggregation and the Deposit Amount
(as defined below). The Cash Component is an amount equal to the difference
between the NAV of the Fund Shares (per Creation Unit Aggregation) and the
"Deposit Amount" -- an amount equal to the market value of the Deposit
Securities. If the Cash Component is a positive number (i.e., the NAV per
Creation Unit Aggregation exceeds the Deposit Amount), the creator will deliver
the Cash Component. If the Cash Component is a negative number (i.e., the NAV
per
25
Creation Unit Aggregation is less than the Deposit Amount), the creator will
receive the Cash Component.
The Custodian, through the National Securities Clearing Corporation
("NSCC") (discussed below), makes available on each Business Day, prior to the
opening of business on the NYSE Arca or the AMEX, as applicable (currently 9:30
a.m., Eastern time), the list of the names and the required number of shares of
each Deposit Security to be included in the current Fund Deposit (based on
information at the end of the previous Business Day) for each Fund.
Such Fund Deposit is applicable, subject to any adjustments as
described below, in order to effect creations of Creation Unit Aggregations of
the Fund until such time as the next-announced composition of the Deposit
Securities is made available.
The identity and number of shares of the Deposit Securities required
for a Fund Deposit for a Fund changes as rebalancing adjustments and corporate
action events are reflected within the Fund from time to time by the Investment
Adviser with a view to the investment objective of the Fund. The composition of
the Deposit Securities may also change in response to adjustments to the
weighting or composition of the Component Stocks of the Underlying Index. In
addition, the Trust reserves the right to permit or require the substitution of
an amount of cash -- i.e., a "cash in lieu" amount -- to be added to the Cash
Component to replace any Deposit Security that may not be available in
sufficient quantity for delivery or that may not be eligible for transfer
through the systems of DTC or the Clearing Process (discussed below), or which
might not be eligible for trading by an Authorized Participant (as defined
below) or the investor for which it is acting or other relevant reason.
Brokerage commissions incurred in connection with the acquisition of Deposit
Securities not eligible for transfer through the systems of DTC and hence not
eligible for transfer through the Clearing Process (discussed below) will be at
the expense of the Fund and will affect the value of all Shares; but the
Investment Adviser, subject to the approval of the Board of Trustees, may adjust
the transaction fee within the parameters described above to protect ongoing
shareholders. The adjustments described above will reflect changes known to the
Investment Adviser on the date of announcement to be in effect by the time of
delivery of the Fund Deposit, in the composition of the Underlying Index or
resulting from certain corporate actions.
In addition to the list of names and numbers of securities constituting
the current Deposit Securities of a Fund Deposit, the Custodian, through the
NSCC, also makes available on each Business Day, the estimated Cash Component,
effective through and including the previous Business Day, per outstanding
Creation Unit Aggregation of the Fund.
The Trust intends to require the substitution of an amount of cash
(i.e., a "cash in lieu" amount) to replace any Deposit Security of a Fund that
is a TBA transaction or a commercial paper instrument. The amount of cash
contributed will be equivalent to the price of the TBA transaction or commercial
paper instrument listed as a Deposit Security. In addition, the Trust reserves
the right to permit or require the substitution of a "cash in lieu" amount to be
added to the Cash Component to replace any Deposit Security which: (i) may not
be available in sufficient quantity for delivery, (ii) may not be eligible for
transfer through the systems of DTC for corporate securities and municipal
securities or the Federal Reserve System for U.S. Treasury securities; (iii) may
not be eligible for trading by an Authorized Participant (as defined below) or
the investor for which it is acting; (iv) would be restricted under the
securities laws or where the delivery of the Deposit Security to the Authorized
Participant would result in the disposition of the Deposit Security by the
Authorized Participant becoming restricted under the securities laws, or (v) in
certain other situations (collectively, "custom orders"). The Trust also
reserves the right to: (i) permit or require the substitution of Deposit
Securities; and (ii) include or remove Deposit Securities from the basket in
anticipation of index rebalancing changes. The adjustments described above will
reflect changes, known to the Investment Advisor on the date of announcement to
be in effect by the time of delivery of the Fund Deposit, in the composition of
the subject index being tracked by the relevant Fund or resulting from certain
corporate actions.
Procedures for Creation of Creation Unit Aggregations. To be eligible
to place orders with the Distributor and to create a Creation Unit Aggregation
of the Fund, an entity must be (i) a "Participating Party," i.e., a
broker-dealer or other participant in the clearing process through the
Continuous Net Settlement System of the NSCC (the "Clearing Process"), a
clearing agency that is registered with the SEC; or (ii) a DTC Participant (see
the Book Entry Only System section), and, in each case, must have executed an
agreement with the Distributor, with respect to creations and redemptions of
Creation Unit Aggregations ("Participant Agreement") (discussed below). A
Participating Party and DTC Participant are collectively referred to as an
"Authorized Participant." Investors should contact the Distributor for the names
of Authorized Participants that have signed a Participant Agreement. All Fund
Shares, however created, will be entered on the records of DTC in the name of
Cede & Co. for the account of a DTC Participant.
All orders to create Creation Unit Aggregations, whether through the
Clearing Process (through a Participating Party) or outside the Clearing Process
(through a DTC Participant), must be received by the Distributor no later than
the closing time of the regular trading session on the NYSE Arca or the AMEX,
as applicable ("Closing
26
Time") (ordinarily 4:00 p.m., Eastern time) in each case on the date such order
is placed in order for creation of Creation Unit Aggregations to be effected
based on the NAV of Shares of a Fund as next determined on such date after
receipt of the order in proper form. In the case of custom orders, the order
must be received by the Distributor no later than 3:00 p.m. Eastern time on the
trade date. A custom order may be placed by an Authorized Participant in the
event that the Trust permits or requires the substitution of an amount of cash
to be added to the Cash Component to replace any Deposit Security which may not
be available in sufficient quantity for delivery or which may not be eligible
for trading by such Authorized Participant or the investor for which it is
acting or other relevant reason. The date on which an order to create Creation
Unit Aggregations (or an order to redeem Creation Unit Aggregations, as
discussed below) is placed is referred to as the "Transmittal Date." Orders must
be transmitted by an Authorized Participant by telephone or other transmission
method acceptable to the Distributor pursuant to procedures set forth in the
Participant Agreement, as described below (see the "Placement of Creation Orders
Using Clearing Process" and the "Placement of Creation Orders Outside Clearing
Process" sections). Severe economic or market disruptions or changes, or
telephone or other communication failure may impede the ability to reach the
Distributor or an Authorized Participant.
All orders from investors who are not Authorized Participants to create
Creation Unit Aggregations shall be placed with an Authorized Participant, as
applicable, in the form required by such Authorized Participant. In addition,
the Authorized Participant may request the investor to make certain
representations or enter into agreements with respect to the order, e.g., to
provide for payments of cash, when required. Investors should be aware that
their particular broker may not have executed a Participant Agreement and that,
therefore, orders to create Creation Unit Aggregations of the Fund have to be
placed by the investor's broker through an Authorized Participant that has
executed a Participant Agreement. In such cases there may be additional charges
to such investor. At any given time, there may be only a limited number of
broker-dealers that have executed a Participant Agreement. Those placing orders
for Creation Unit Aggregations through the Clearing Process should afford
sufficient time to permit proper submission of the order to the Distributor
prior to the Closing Time on the Transmittal Date. Orders for Creation Unit
Aggregations that are effected outside the Clearing Process are likely to
require transmittal by the DTC Participant earlier on the Transmittal Date than
orders effected using the Clearing Process. Those persons placing orders outside
the Clearing Process should ascertain the deadlines applicable to DTC and the
Federal Reserve Bank wire system by contacting the operations department of the
broker or depository institution effectuating such transfer of Deposit
Securities and Cash Component.
Placement of Creation Orders Using Clearing Process. The Clearing
Process is the process of creating or redeeming Creation Unit Aggregations
through the Continuous Net Settlement System of the NSCC. Fund Deposits made
through the Clearing Process must be delivered through a Participating Party
that has executed a Participant Agreement. The Participant Agreement authorizes
the Distributor to transmit through the Custodian to NSCC, on behalf of the
Participating Party, such trade instructions as are necessary to effect the
Participating Party's creation order. Pursuant to such trade instructions to
NSCC, the Participating Party agrees to deliver the requisite Deposit Securities
and the Cash Component to the Trust, together with such additional information
as may be required by the Distributor. An order to create Creation Unit
Aggregations through the Clearing Process is deemed received by the Distributor
on the Transmittal Date if (i) such order is received by the Distributor not
later than the Closing Time on such Transmittal Date and (ii) all other
procedures set forth in the Participant Agreement are properly followed.
Placement of Creation Orders Outside Clearing Process. Fund Deposits
made outside the Clearing Process must be delivered through a DTC Participant
that has executed a Participant Agreement pre-approved by the Investment Adviser
and the Distributor. A DTC Participant who wishes to place an order creating
Creation Unit Aggregations to be effected outside the Clearing Process does not
need to be a Participating Party, but such orders must state that the DTC
Participant is not using the Clearing Process
27
and that the creation of Creation Unit Aggregations will instead be effected
through a transfer of securities and cash directly through DTC. The Fund Deposit
transfer must be ordered by the DTC Participant on the Transmittal Date in a
timely fashion so as to ensure the delivery of the requisite number of Deposit
Securities through DTC to the account of a Fund by no later than 11:00 a.m.,
Eastern time, of the next Business Day immediately following the Transmittal
Date.
All questions as to the number of Deposit Securities to be delivered,
and the validity, form and eligibility (including time of receipt) for the
deposit of any tendered securities, will be determined by the Trust, whose
determination shall be final and binding. The amount of cash equal to the Cash
Component must be transferred directly to the Custodian through the Federal
Reserve Bank wire transfer system in a timely manner so as to be received by the
Custodian no later than 2:00 p.m., Eastern time, on the next Business Day
immediately following such Transmittal Date. An order to create Creation Unit
Aggregations outside the Clearing Process is deemed received by the Distributor
on the Transmittal Date if (i) such order is received by the Distributor not
later than the Closing Time on such Transmittal Date; and (ii) all other
procedures set forth in the Participant Agreement are properly followed.
However, if the Custodian does not receive both the required Deposit Securities
and the Cash Component by 11:00 a.m. and 2:00 p.m., respectively, on the next
Business Day immediately following the Transmittal Date, such order will be
canceled. Upon written notice to the Distributor, such canceled order may be
resubmitted the following Business Day using a Fund Deposit as newly constituted
to reflect the then current Deposit Securities and Cash Component. The delivery
of Creation Unit Aggregations so created will occur no later than the third
(3rd) Business Day following the day on which the purchase order is deemed
received by the Distributor.
Additional transaction fees may be imposed with respect to transactions
effected outside the Clearing Process (through a DTC participant) and in the
limited circumstances in which any cash can be used in lieu of Deposit
Securities to create Creation Units. (See Creation Transaction Fee section
below).
Creation Unit Aggregations may be created in advance of receipt by the
Trust of all or a portion of the applicable Deposit Securities as described
below. In these circumstances, the initial deposit will have a value greater
than the NAV of the Fund Shares on the date the order is placed in proper form
since, in addition to available Deposit Securities, cash must be deposited in an
amount equal to the sum of (i) the Cash Component, plus (ii) 115% of the market
value of the undelivered Deposit Securities (the "Additional Cash Deposit"). The
order shall be deemed to be received on the Business Day on which the order is
placed provided that the order is placed in proper form prior to 4:00 p.m.,
Eastern time, on such date, and federal funds in the appropriate amount are
deposited with the Custodian by 11:00 a.m., Eastern time, the following Business
Day. If the order is not placed in proper form by 4:00 p.m. or federal funds in
the appropriate amount are not received by 11:00 a.m. the next Business Day,
then the order may be deemed to be canceled and the Authorized Participant shall
be liable to the Fund for losses, if any, resulting therefrom. An additional
amount of cash shall be required to be deposited with the Trust, pending
delivery of the missing Deposit Securities to the extent necessary to maintain
the Additional Cash Deposit with the Trust in an amount at least equal to 115%
of the daily marked to market value of the missing Deposit Securities. To the
extent that missing Deposit Securities are not received by 1:00 p.m., Eastern
time, on the third Business Day following the day on which the purchase order is
deemed received by the Distributor or in the event a marked-to-market payment is
not made within one Business Day following notification by the Distributor that
such a payment is required, the Trust may use the cash on deposit to purchase
the missing Deposit Securities. Authorized Participants will be liable to the
Trust and the Fund for the costs incurred by the Trust in connection with any
such purchases. These costs will be deemed to include the amount by which the
actual purchase price of the Deposit Securities exceeds the market value of such
Deposit Securities on the day the purchase order was deemed received by the
Distributor plus the brokerage and related transaction costs associated with
such purchases. The Trust will return any unused portion of the Additional Cash
Deposit once all of the missing Deposit
28
Securities have been properly received by the Custodian or purchased by the
Trust and deposited into the Trust. In addition, a transaction fee, as listed
below, will be charged in all cases. The delivery of Creation Unit Aggregations
so created will occur no later than the third Business Day following the day on
which the purchase order is deemed received by the Distributor.
Acceptance of Orders for Creation Unit Aggregations. The Trust reserves
the absolute right to reject a creation order transmitted to it by the
Distributor in respect of a Fund if: (i) the order is not in proper form; (ii)
the investor(s), upon obtaining the Fund Shares ordered, would own 80% or more
of the currently outstanding shares of any Fund; (iii) the Deposit Securities
delivered are not as disseminated for that date by the Custodian, as described
above; (iv) acceptance of the Deposit Securities would have certain adverse tax
consequences to the Fund; (v) acceptance of the Fund Deposit would, in the
opinion of counsel, be unlawful; (vi) acceptance of the Fund Deposit would
otherwise, in the discretion of the Trust or the Investment Adviser, have an
adverse effect on the Trust or the rights of beneficial owners; or (vii) in the
event that circumstances outside the control of the Trust, the Custodian, the
Distributor and the Investment Adviser make it for all practical purposes
impossible to process creation orders. Examples of such circumstances include
acts of God; public service or utility problems such as fires, floods, extreme
weather conditions and power outages resulting in telephone, telecopy and
computer failures; market conditions or activities causing trading halts;
systems failures involving computer or other information systems affecting the
Trust, the Investment Adviser, the Distributor, DTC, NSCC, the Custodian or
sub-custodian or any other participant in the creation process, and similar
extraordinary events. The Distributor shall notify a prospective creator of a
Creation Unit and/or the Authorized Participant acting on behalf of such
prospective creator of its rejection of the order of such person. The Trust, the
Custodian, any sub-custodian and the Distributor are under no duty, however, to
give notification of any defects or irregularities in the delivery of Fund
Deposits nor shall any of them incur any liability for the failure to give any
such notification.
All questions as to the number of shares of each security in the
Deposit Securities and the validity, form, eligibility, and acceptance for
deposit of any securities to be delivered shall be determined by the Trust, and
the Trust's determination shall be final and binding.
Creation Transaction Fee. Investors will be required to pay a fixed
creation transaction fee, described below, payable to Claymore regardless of the
number of creations made each day. An additional charge of up to four times the
fixed transaction fee (expressed as a percentage of the value of the Deposit
Securities) may be imposed for (i) creations effected outside the Clearing
Process; and (ii) cash creations (to offset the Trust's brokerage and other
transaction costs associated with using cash to purchase the requisite Deposit
Securities). Investors are responsible for the costs of transferring the
securities constituting the Deposit Securities to the account of the Trust.
The standard and maximum Creation/Redemption Transaction Fee for each
Fund is set forth in the table below:
------------------------------------ ---------------------------------------- ----------------------------------------
FUND STANDARD CREATION/REDEMPTION MAXIMUM CREATION/REDEMPTION
TRANSACTION FEE TRANSACTION FEE
------------------------------------ ---------------------------------------- ----------------------------------------
Claymore/Morningstar Information $2,000 $8,000
Super Sector Index ETF
------------------------------------ ---------------------------------------- ----------------------------------------
Claymore/Morningstar Services $5,500 $22,000
Super Sector Index ETF
------------------------------------ ---------------------------------------- ----------------------------------------
Claymore/Morningstar Manufacturing $3,500 $14,000
Super Sector Index ETF
------------------------------------ ---------------------------------------- ----------------------------------------
Claymore U.S. Capital Markets Bond $1,000 $4,000
ETF
------------------------------------ ---------------------------------------- ----------------------------------------
Claymore U.S. Capital Markets $1,000 $4,000
Micro-Term Fixed Income ETF
------------------------------------ ---------------------------------------- ----------------------------------------
Claymore U.S.-1-The Capital $1,000 $4,000
Markets Index ETF
------------------------------------ ---------------------------------------- ----------------------------------------
Claymore/Zacks Dividend Rotation $500 $2,000
ETF
------------------------------------ ---------------------------------------- ----------------------------------------
|
Redemption of Fund Shares in Creation Units Aggregations. Fund Shares
may be redeemed only in Creation Unit Aggregations at its NAV next determined
after receipt of a redemption request in proper form by a Fund through the
Transfer Agent and only on a Business Day. A Fund will not redeem Shares in
amounts less than Creation Unit Aggregations. Beneficial owners must accumulate
enough Shares in the secondary market to constitute a Creation Unit Aggregation
in order to have such Shares redeemed by the Trust. There can be no assurance,
however, that there will be sufficient liquidity in the public trading market at
any time to permit assembly of a Creation Unit Aggregation. Investors should
expect to incur brokerage and other costs in connection with assembling a
sufficient number of Fund Shares to constitute a redeemable Creation Unit
Aggregation.
29
With respect to a Fund, the Custodian, through the NSCC, makes
available prior to the opening of business on the NYSE Arca or the AMEX, as
applicable (currently 9:30 a.m., Eastern time) on each Business Day, the
identity of the Fund Securities that will be applicable (subject to possible
amendment or correction) to redemption requests received in proper form (as
described below) on that day. Fund Securities received on redemption may not be
identical to Deposit Securities that are applicable to creations of Creation
Unit Aggregations.
Unless cash redemptions are available or specified for a Fund, the
redemption proceeds for a Creation Unit Aggregation generally consist of Fund
Securities -- as announced on the Business Day of the request for redemption
received in proper form -- plus or minus cash in an amount equal to the
difference between the NAV of the Fund Shares being redeemed, as next determined
after a receipt of a request in proper form, and the value of the Fund
Securities (the "Cash Redemption Amount"), less a redemption transaction fee as
listed below. In the event that the Fund Securities have a value greater than
the NAV of the Fund Shares, a compensating cash payment equal to the difference
is required to be made by or through an Authorized Participant by the redeeming
shareholder.
The right of redemption may be suspended or the date of payment
postponed (i) for any period during which the NYSE is closed (other than
customary weekend and holiday closings); (ii) for any period during which
trading on the NYSE is suspended or restricted; (iii) for any period during
which an emergency exists as a result of which disposal of the Shares of the
Fund or determination of the Fund's NAV is not reasonably practicable; or (iv)
in such other circumstances as is permitted by the SEC.
Redemption Transaction Fee. A redemption transaction fee is imposed to
offset transfer and other transaction costs that may be incurred by a Fund. An
additional variable charge for cash redemptions (when cash redemptions are
available or specified) for a Fund may be imposed. Investors will also bear the
costs of transferring the Fund Securities from the Trust to their account or on
their order. Investors who use the services of a broker or other such
intermediary in addition to an Authorized Participant to effect a redemption of
a Creation Unit Aggregation may be charged an additional fee of up to four times
the fixed transaction fee for such services. The redemption transaction fees for
a Fund are the same as the creation fees set forth above.
Placement of Redemption Orders Using Clearing Process. Orders to redeem
Creation Unit Aggregations through the Clearing Process must be delivered
through a Participating Party that has executed the Participant Agreement. An
order to redeem Creation Unit Aggregations using the Clearing Process is deemed
received by the Trust on the Transmittal Date if (i) such order is received by
the Transfer Agent not later than 4:00 p.m., Eastern time, on such Transmittal
Date, and (ii) all other procedures set forth in the Participant Agreement are
properly followed; such order will be effected based on the NAV of the relevant
Fund as next determined. An order to redeem Creation Unit Aggregations using the
Clearing Process made in proper form but received by the Trust after 4:00 p.m.,
Eastern time, will be deemed received on the next Business Day immediately
following the Transmittal Date and will be effected at the NAV next determined
on such next Business Day. The requisite Fund Securities and the Cash Redemption
Amount will be transferred by the third NSCC Business Day following the date on
which such request for redemption is deemed received.
Placement of Redemption Orders Outside Clearing Process. Orders to
redeem Creation Unit Aggregations outside the Clearing Process must be delivered
through a DTC Participant that has executed the Participant Agreement. A DTC
Participant who wishes to place an order for redemption of Creation Unit
Aggregations to be effected outside the Clearing Process does not need to be a
Participating Party, but such orders must state that the DTC Participant is not
using the Clearing Process and that redemption of Creation Unit Aggregations
will instead be effected through transfer of Fund Shares directly through DTC.
An order to redeem Creation Unit Aggregations outside the Clearing Process is
deemed received
30
by the Trust on the Transmittal Date if (i) such order is received by the
Transfer Agent not later than 4:00 p.m., Eastern time on such Transmittal Date;
(ii) such order is accompanied or followed by the requisite number of Shares of
the Fund, which delivery must be made through DTC to the Custodian no later than
11:00 a.m., Eastern time (for the Fund Shares), on the next Business Day
immediately following such Transmittal Date (the "DTC Cut-Off-Time") and 2:00
p.m., Eastern Time for any Cash Component, if any owed to a Fund; and (iii) all
other procedures set forth in the Participant Agreement are properly followed.
After the Trust has deemed an order for redemption outside the Clearing Process
received, the Trust will initiate procedures to transfer the requisite Fund
Securities which are expected to be delivered within three Business Days and the
Cash Redemption Amount, if any owed to the redeeming Beneficial Owner to the
Authorized Participant on behalf of the redeeming Beneficial Owner by the third
Business Day following the Transmittal Date on which such redemption order is
deemed received by the Trust.
The calculation of the value of the Fund Securities and the Cash
Redemption Amount to be delivered/received upon redemption will be made by the
Custodian according to the procedures set forth under Determination of NAV
computed on the Business Day on which a redemption order is deemed received by
the Trust. Therefore, if a redemption order in proper form is submitted to the
Transfer Agent by a DTC Participant not later than Closing Time on the
Transmittal Date, and the requisite number of Shares of the Fund are delivered
to the Custodian prior to the DTC Cut-Off-Time, then the value of the Fund
Securities and the Cash Redemption Amount to be delivered/received will be
determined by the Custodian on such Transmittal Date. If, however, either (i)
the requisite number of Shares of the relevant Fund are not delivered by the DTC
Cut-Off-Time, as described above, or (ii) the redemption order is not submitted
in proper form, then the redemption order will not be deemed received as of the
Transmittal Date. In such case, the value of the Fund Securities and the Cash
Redemption Amount to be delivered/received will be computed on the Business Day
following the Transmittal Date provided that the Fund Shares of the relevant
Fund are delivered through DTC to the Custodian by 11:00 a.m. the following
Business Day pursuant to a properly submitted redemption order.
If it is not possible to effect deliveries of the Fund Securities, the
Trust may in its discretion exercise its option to redeem such Fund Shares in
cash, and the redeeming Beneficial Owner will be required to receive its
redemption proceeds in cash. In addition, an investor may request a redemption
in cash that a Fund may, in its sole discretion, permit. In either case, the
investor will receive a cash payment equal to the NAV of its Fund Shares based
on the NAV of Shares of the relevant Fund next determined after the redemption
request is received in proper form (minus a redemption transaction fee and
additional charge for requested cash redemptions specified above, to offset the
Fund's brokerage and other transaction costs associated with the disposition of
Fund Securities). A Fund may also, in its sole discretion, upon request of a
shareholder, provide such redeemer a portfolio of securities that differs from
the exact composition of the Fund Securities, or cash in lieu of some securities
added to the Cash Component, but in no event will the total value of the
securities delivered and the cash transmitted differ from the NAV. Redemptions
of Fund Shares for Fund Securities will be subject to compliance with applicable
federal and state securities laws and the Fund (whether or not it otherwise
permits cash redemptions) reserves the right to redeem Creation Unit
Aggregations for cash to the extent that the Trust could not lawfully deliver
specific Fund Securities upon redemptions or could not do so without first
registering the Fund Securities under such laws. An Authorized Participant or an
investor for which it is acting subject to a legal restriction with respect to a
particular stock included in the Fund Securities applicable to the redemption of
a Creation Unit Aggregation may be paid an equivalent amount of cash. The
Authorized Participant may request the redeeming Beneficial Owner of the Fund
Shares to complete an order form or to enter into agreements with respect to
such matters as compensating cash payment, beneficial ownership of shares or
delivery instructions.
31
The chart below describes in further detail the placement of redemption
orders outside the clearing process.
TRANSMITTAL DATE NEXT BUSINESS DAY SECOND BUSINESS THIRD BUSINESS DAY
(T) (T+1) DAY (T+2) (T+3)
----------------------------------------------------------------------------------------------------------------------
CREATION THROUGH NSCC
----------------------------------------------------------------------------------------------------------------------
STANDARD ORDERS 4:00 p.m. (ET) No action. No action. Creation Unit
Aggregations will be
Order must be delivered.
received by the
Distributor.
----------------------------------------------------------------------------------------------------------------------
CUSTOM ORDERS 3:00 p.m. (ET) No action. No action. Creation Unit
Aggregations will be
Order must be delivered.
received by the
Distributor.
Orders received after
3:00 p.m. (ET) will
be treated as
standard orders.
----------------------------------------------------------------------------------------------------------------------
CREATION OUTSIDE NSCC
----------------------------------------------------------------------------------------------------------------------
STANDARD ORDERS 4:00 p.m. (ET) 11:00 a.m. (ET) No action. Creation Unit
Aggregations will be
Order in proper form Deposit Securities delivered.
must be received by must be received by
the Distributor. the Fund's account
through DTC.
2:00 p.m. (ET)
Cash Component must be
received by the
Custodian.
----------------------------------------------------------------------------------------------------------------------
STANDARD ORDERS CREATED IN 4:00 p.m. (ET) 11:00 a.m. (ET) No action. 1:00 p.m. (ET)
ADVANCE OF RECEIPT BY THE
TRUST OF ALL OR A PORTION Order in proper form Available Deposit Missing Deposit
OF THE DEPOSIT SECURITIES must be received by Securities. Securities are due
the Distributor. to the Trust or the
Cash in an amount Trust may use cash
equal to the sum of on deposit to
(i) the Cash purchase missing
Component, plus (ii) Deposit Securities.
115% of the market
value of the Creation Unit
undelivered Deposit Aggregations will be
Securities. delivered.
----------------------------------------------------------------------------------------------------------------------
CUSTOM ORDERS 3:00 p.m. (ET) 11:00 a.m. (ET) No action. Creation Unit
Aggregations will be
Order in proper form Deposit Securities delivered.
must be received by must be received by
the Distributor. the Fund's account
through DTC.
Orders received after
3:00 p.m. (ET) will 2:00 p.m. (ET)
be treated as
standard orders. Cash Component must be
received by the Orders
Custodian.
32
|
TRANSMITTAL DATE NEXT BUSINESS DAY SECOND BUSINESS THIRD BUSINESS DAY
(T) (T+1) DAY (T+2) (T+3)
----------------------------------------------------------------------------------------------------------------------
REDEMPTION THROUGH NSCC
----------------------------------------------------------------------------------------------------------------------
STANDARD ORDERS 4:00 p.m. (ET) No action. No action. Fund Securities and
Cash Redemption
Order must be Amount will be
received by the transferred.
Transfer Agent.
Orders received after
4:00 p.m. (ET) will be
deemed received on the
next business day (T+1).
----------------------------------------------------------------------------------------------------------------------
CUSTOM ORDERS 3:00 p.m. (ET) No action. No action. Fund Securities and
Cash Redemption
Order must be Amount will be
received by the transferred.
Transfer Agent.
Orders received after
3:00 p.m. (ET) will
be treated as
standard orders.
----------------------------------------------------------------------------------------------------------------------
REDEMPTION OUTSIDE OF NSCC
----------------------------------------------------------------------------------------------------------------------
STANDARD ORDERS 4:00 p.m. (ET) 11:00 a.m. (ET) No action. Fund Securities and
Cash Redemption
Order must be Fund Shares must be Amount is delivered
received by the delivered through DTC to the redeeming
Transfer Agent. to the Custodian. beneficial owner.
Orders received after 2:00 p.m. (ET)
4:00 p.m. (ET) will
be deemed received on Cash Component, if
the next business day any, is due.
(T+1).
*If the order is not in
proper form or the Fund
Shares are not delivered,
then the order will not be
deemed received as of T.
----------------------------------------------------------------------------------------------------------------------
CUSTOM ORDERS 3:00 p.m. (ET) 11:00 a.m. (ET) No action. Fund Securities and
Cash Redemption
Order must be Fund Shares must be Amount is delivered
received by the delivered through DTC to the redeeming
Transfer Agent. to the Custodian. beneficial owner.
Orders received after 2:00 p.m. (ET)
3:00 p.m. (ET) will
be treated as Cash Component, if
standard orders. any, is due.
*If the order is not in
proper form or the Fund
Shares are not delivered,
then the order will not be
deemed received as of T.
----------------------------------------------------------------------------------------------------------------------
|
33
TAXES
Each Fund intends to qualify for and to elect to be treated as a
separate regulated investment company (a "RIC") under Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code"). As a RIC, a Fund will
not be subject to U.S. federal income tax on the portion of its taxable
investment income and capital gains that it distributes to its shareholders. To
qualify for treatment as a RIC, a company must annually distribute at least 90%
of its net investment company taxable income (which includes dividends, interest
and net Short-term capital gains) and meet several other requirements relating
to the nature of its income and the diversification of its assets. If a Fund
fails to qualify for any taxable year as a RIC, all of its taxable income will
be subject to tax at regular corporate income tax rates without any deduction
for distributions to shareholders, and such distributions generally will be
taxable to shareholders as ordinary dividends to the extent of a Fund's current
and accumulated earnings and profits. In addition, in order to requalify for
taxation as a RIC, a Fund may be required to recognize unrealized gains, pay
substantial taxes and interest and make certain distributions.
Each Fund is treated as a separate corporation for federal income tax
purposes. Each Fund therefore is considered to be a separate entity in
determining its treatment under the rules for RICs described herein and in the
Prospectus. Losses in one fund do not offset gains in another fund and the
requirements (other than certain organizational requirements) to qualify for RIC
status are determined at the Fund level rather than at the Trust level.
Each Fund will be subject to a 4% excise tax on certain undistributed
income if it does not distribute to its shareholders in each calendar year at
least 98% of its ordinary income for the calendar year plus 98% of its net
capital gains for twelve months ended October 31 of such year. Each Fund intends
to declare and distribute dividends and distributions in the amounts and at the
times necessary to avoid the application of this 4% excise tax.
As a result of tax requirements, the Trust on behalf of each Fund has
the right to reject an order to purchase Shares if the purchaser (or group of
purchasers) would, upon obtaining the Shares so ordered, own 80% or more of the
outstanding Shares of the Fund and if, pursuant to section 351 of the Code, the
Fund would have a basis in the Deposit Securities different from the market
value of such securities on the date of deposit. The Trust also has the right to
require information necessary to determine beneficial Share ownership for
purposes of the 80% determination.
The Funds may make investments that are subject to special federal
income tax rules, such as investments in repurchase agreements, money market
instruments, convertible securities, structured notes, and non-U.S. corporations
classified as "passive foreign investment companies." Those special tax rules
can, among other things, affect the timing of income or gain, the treatment of
income as capital or ordinary and the treatment of capital gain or loss as
long-term or short-term. The application of these special rules would therefore
also affect the character of distributions made by the Funds. The Funds may need
to borrow money or dispose of some of its investments earlier than anticipated
in order to meet its distribution requirements.
Distributions from a Fund's net investment income, including net
short-term capital gains, if any, and distributions of income from securities
lending, are taxable as ordinary income. Distributions reinvested in additional
Shares of a Fund through the means of a dividend reinvestment service will be
taxable dividends to Shareholders acquiring such additional Shares to the same
extent as if such dividends had been received in cash. Distributions of net
long-term capital gains, if any, in excess of net short-term capital losses are
taxable as long-term capital gains, regardless of how long shareholders have
held the Shares.
Dividends declared by a Fund in October, November or December and paid
to shareholders of record of such months during the following January may be
treated as having been received by such shareholders in the year the
distributions were declared.
Long-term capital gains tax of non-corporate taxpayers are generally
taxed at a maximum rate of 15% for taxable years beginning before January 1,
2011. Thereafter, without further congressional action, that rate will return to
20%.In addition, some ordinary dividends declared and paid by a Fund to
non-corporate shareholders may qualify for taxation at the lower reduced tax
rates applicable to long-term capital gains, provided that holding period and
other requirements are met by the Fund and the shareholder. Each Fund will
report to shareholders annually the amounts of dividends received from ordinary
income, the amount of distributions received from capital gains and the portion
of dividends which may qualify for the dividends received deduction. In
addition, each Fund will report the
34
amount of dividends to non-corporate shareholders eligible for taxation at the
lower reduced tax rates applicable to long-term capital gains.
If, for any calendar year, the total distributions made exceed the
Fund's current and accumulated earnings and profits, the excess will, for
federal income tax purposes, be treated as a tax free return of capital to each
shareholder up to the amount of the shareholder's basis in his or her shares,
and thereafter as gain from the sale of shares. The amount treated as a tax free
return of capital will reduce the shareholder's adjusted basis in his or her
shares, thereby increasing his or her potential gain or reducing his or her
potential loss on the subsequent sale of his or her shares.
The sale, exchange or redemption of Shares may give rise to a gain or
loss. In general, any gain or loss realized upon a taxable disposition of Shares
will be treated as long-term capital gain or loss if the Shares have been held
for more than one year. Otherwise, the gain or loss on the taxable disposition
of Shares will be treated as short-term capital gain or loss. A loss realized on
a sale or exchange of Shares of the Fund may be disallowed if other
substantially identical Shares are acquired (whether through the automatic
reinvestment of dividends or otherwise) within a sixty-one (61) day period
beginning thirty (30) days before and ending thirty (30) days after the date
that the Shares are disposed of. In such a case, the basis of the Shares
acquired must be adjusted to reflect the disallowed loss. Any loss upon the sale
or exchange of Shares held for six (6) months or less is treated as long-term
capital loss to the extent of any capital gain dividends received by the
shareholders. Distribution of ordinary income and capital gains may also be
subject to state and local taxes.
Distributions of ordinary income paid to shareholders who are
nonresident aliens or foreign entities that are not effectively connected to the
conduct of a trade or business within the United States will generally be
subject to a 30% United States withholding tax unless a reduced rate of
withholding or a withholding exemption is provided under applicable treaty law.
However, shareholders who are nonresident aliens or foreign entities will
generally not be subject to United States withholding or income tax on gains
realized on the sale of Shares or on dividends from capital gains unless (i)
such gain or capital gain dividend is effectively connected with the conduct of
a trade or business within the United States or (ii) in the case of an
non-corporate shareholder, the shareholder is present in the United States for a
period or periods aggregating 183 days or more during the year of the sale or
capital gain dividend and certain other conditions are met. Gains on the sale of
Share and dividends that are effectively connected with the conduct of a trade
or business within the United States will generally be subject to United States
federal net income taxation at regular income tax rates. Nonresident
shareholders are urged to consult their own tax advisors concerning the
applicability of the United States withholding tax.
Some shareholders may be subject to a withholding tax on distributions
of ordinary income, capital gains and any cash received on redemption of
Creation Units ("backup withholding"). Generally, shareholders subject to backup
withholding will be those for whom no certified taxpayer identification number
is on file with a Fund or who, to the Fund's knowledge, have furnished an
incorrect number. When establishing an account, an investor must certify under
penalty of perjury that such number is correct and that such investor is not
otherwise subject to backup withholding.
35
Dividends and interest received by a Fund may give rise to withholding
and other taxes imposed by foreign countries. Tax conventions between certain
countries and the United States may reduce or eliminate such taxes.
The foregoing discussion is a summary only and is not intended as a
substitute for careful tax planning. Purchasers of Shares should consult their
own tax advisors as to the tax consequences of investing in such Shares,
including under federal, state, local and other tax laws. Finally, the foregoing
discussion is based on applicable provisions of the Code, regulations, judicial
authority and administrative interpretations in effect on the date hereof.
Changes in applicable authority could materially affect the conclusions
discussed above, and such changes often occur.
FEDERAL TAX TREATMENT OF FUTURES AND OPTIONS CONTRACTS
Each Fund is required for federal income tax purposes to mark to market
and recognize as income for each taxable year its net unrealized gains and
losses on certain futures contracts as of the end of the year as well as those
actually realized during the year. Gain or loss from futures and options
contracts on broad-based indices required to be marked to market will be 60%
long-term and 40% short-term capital gain or loss. Application of this rule may
alter the timing and character of distributions to shareholders. Each Fund may
be required to defer the recognition of losses on futures contracts, options
contracts and swaps to the extent of any unrecognized gains on offsetting
positions held by the Fund.
In order for a Fund to continue to qualify for federal income tax
treatment as a RIC, at least 90% of its gross income for a taxable year must be
derived from qualifying income, i.e., dividends, interest, income derived from
loans or securities, gains from the sale of securities or of foreign currencies
or other income derived with respect to the Fund's business of investing in
securities (including net income derived from an interest in certain "qualified
publicly traded partnerships"). It is anticipated that any net gain realized
from the closing out of futures or options contracts will be considered gain
from the sale of securities or derived with respect to each Fund's business of
investing in securities and therefore will be qualifying income for purposes of
the 90% gross income requirement.
Each Fund distributes to shareholders at least annually any net capital
gains which have been recognized for federal income tax purposes, including
unrealized gains at the end of the Fund's fiscal year on futures or options
transactions. Such distributions are combined with distributions of capital
gains realized on a Fund's other investments and shareholders are advised on the
nature of the distributions.
DETERMINATION OF NAV
The following information supplements and should be read in conjunction
with the section in the Prospectus entitled "Net Asset Value."
The NAV per Share of each Fund is computed by dividing the value of the
net assets of the Fund (i.e., the value of its total assets less total
liabilities) by the total number of Shares of the Fund outstanding, rounded to
the nearest cent. Expenses and fees, including without limitation, the
management and administration fees, are accrued daily and taken into account for
purposes of determining NAV. The NAV per Share is calculated by the Custodian
and determined as of the close of the regular trading session on the NYSE
(ordinarily 4:00 p.m., Eastern time) on each day that such exchange is open.
36
In computing each Fund's NAV, the Fund's securities holdings traded on
a national securities exchange are valued based on their last sale price. Price
information on listed securities is taken from the exchange where the security
is primarily traded. Securities regularly traded in an over-the-counter market
are valued at the latest quoted sale price in such market or in the case of the
NASDAQ, at the NASDAQ official closing price. Other portfolio securities and
assets for which market quotations are not readily available are valued based on
fair value as determined in good faith in accordance with procedures adopted by
the Board.
DIVIDENDS AND DISTRIBUTIONS
The following information supplements and should be read in conjunction
with the section in the Prospectus entitled "Dividends, Distributions and
Taxes."
General Policies. Dividends from net investment income, if any, are
declared and paid annually for the Claymore/Morningstar Information Super Sector
Index ETF, Claymore/Morningstar Services Super Sector Index ETF and
Claymore/Morningstar Manufacturing Super Sector Index ETF, quarterly for the
Claymore U.S.-1 - The Capital Markets Index ETF and the Claymore/Zacks Dividend
Rotation ETF and monthly for the Claymore U.S. Capital Markets Bond ETF and the
Claymore U.S. Capital Markets Micro-Term Fixed Income ETF. Distributions of net
realized securities gains, if any, generally are declared and paid once a year,
but the Trust may make distributions on a more frequent basis. The Trust
reserves the right to declare special distributions if, in its reasonable
discretion, such action is necessary or advisable to preserve the status of each
Fund as a RIC or to avoid imposition of income or excise taxes on undistributed
income.
Dividends and other distributions on Fund Shares are distributed, as
described below, on a pro rata basis to Beneficial Owners of such Shares.
Dividend payments are made through DTC Participants and Indirect Participants to
Beneficial Owners then of record with proceeds received from a Fund.
Dividend Reinvestment Service. No reinvestment service is provided by
the Trust. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by Beneficial Owners of the Fund for reinvestment
of their dividend distributions. Beneficial Owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require Beneficial Owners to adhere to
specific procedures and timetables.
MISCELLANEOUS INFORMATION
Counsel. Clifford Chance US LLP, 31 West 52nd Street, New York, NY
10019, is counsel to the Trust.
Independent Registered Public Accounting Firm. Ernst & Young LLP, 233
South Wacker Drive, Chicago, Illinois 60606, serves as the Funds' independent
registered public accounting firm. They audit the Funds' financial statements
and perform other related audit services.
FINANCIAL STATEMENTS
The Funds' audited financial statements, including the financial
highlights for the year ended May 31, 2008, and filed electronically with the
Securities and exchange Commission are incorporated by reference and made part
of this SAI. You may request a copy of the Trust's Annual Report at no charge by
calling 1-888-949-3837 during normal business hours.
37
PART C: OTHER INFORMATION
ITEM 23. EXHIBITS:
(a)(1) Certificate of Trust.*
(a)(2) Amended and Restated Agreement and Declaration of Trust.**
(b) Bylaws of the Trust.**
(c) Not applicable.
(d)(1) Investment Advisory Agreement between the Trust and Claymore Advisors,
LLC.**
(d)(2) Expense Reimbursement Agreement between the Trust and Claymore
Advisors, LLC.****
(d)(3) Investment Subadvisory Agreement between Claymore Advisors, LLC and
Mellon Capital Management Corporation******
(e)(1) Distribution Agreement between the Trust and Claymore
Securities, Inc.**
(e)(2) Form of Participant Agreement.**
(f) Not applicable.
(g) Form of Custody Agreement between the Trust and The Bank of New
York.**
(h)(1) Administration Agreement between the Trust and Claymore Advisors,
LLC.**
(h)(2) Form of Transfer Agency Services Agreement between the Trust and The
Bank of New York.**
(h)(3) Form of Fund Accounting Agreement between the Trust and The Bank of New
York.***
(h)(4) Form of Sub-License Agreement between the Trust and Claymore Advisors,
LLC.***
(i) Opinion and consent of Clifford Chance US LLP.**
(j) Consent of Ernst & Young LLP, independent registered public accounting
firm.*****
(k) Not applicable.
(l) Not applicable.
(m) Distribution and Service Plan.****
(n) Not applicable.
(o) Not applicable
(p) Code of Ethics of the Trust and the Adviser.******
(q) Powers of attorney.********
* Previously filed as an exhibit to the Trust's Registration Statement on
Form N-1A (File Nos. 333-134551; 811-21906), filed with the Securities
and Exchange Commission on May 26, 2006.
** Previously filed as an exhibit to Pre-Effective Amendment No. 1 to the
Trust's Registration Statement on Form N-1A (File Nos. 333-134551;
811-21906), filed with the Securities and Exchange Commission on
September 15, 2006.
*** Previously filed as an exhibit to Post-Effective Amendment No. 2 to the
Trust's Registration Statement on Form N-1A (File Nos. 333-134551;
811-21906), filed with the Securities and Exchange Commission on
December 12, 2006.
**** Previously filed as an exhibit to Post-Effective Amendment No. 41 to
the Trust's Registration Statement on Form N-1A (File Nos. 333-134551;
811-219061, filed with the Securities and Exchange Commission on
December 31, 2007.
***** Filed herewith.
****** Previously filed as an exhibit to Post-Effective Amendment No. 47 to
the Trust's Registration Statement on Form N-1A (File Nos. 333-134551;
811-21906, filed with the Securities and Exchange Commission on
February 7, 2008.
******* Previously filed as an exhibit to Post-Effective Amendment No. 55 to
the Trust's Registration Statement on form N-1A (file Nos. 333-134551,
811-21906), filed with the Securities and Exchange Commision on June 2,
2008.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
See the Statement of Additional Information.
ITEM 25. INDEMNIFICATION
Pursuant to Article VI of the Registrant's Agreement and Declaration of
Trust, the Trust has agreed to indemnify each person who at any time serves as a
Trustee or officer of the Trust (each such person being an "indemnitee") against
any liabilities and expenses, including amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and reasonable counsel fees
reasonably incurred by such indemnitee in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or criminal,
before any court or administrative or investigative body in which he may be or
may have been involved as a party or otherwise or with which he may be or may
have been threatened, while acting in any capacity set forth therein by reason
of his having acted in any such capacity, except with respect to any matter as
to which he shall not have acted in good faith in the reasonable belief that his
action was in the best interest of the Trust or, in the case of any criminal
proceeding, as to which he shall have had reasonable cause to believe that the
conduct was unlawful, provided, however, that no indemnitee shall be indemnified
hereunder against any liability to any person or any expense of such indemnitee
arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross
negligence, or (iv) reckless disregard of the duties involved in the conduct of
his position (the conduct referred to in such clauses (i) through (iv) being
sometimes referred to herein as "disabling conduct"). Notwithstanding the
foregoing, with respect to any action, suit or other proceeding voluntarily
prosecuted by any indemnitee as plaintiff, indemnification shall be mandatory
only if the prosecution of such action, suit or other proceeding by such
indemnitee (1) was authorized by a majority of the Trustees or (2) was
instituted by the indemnitee to enforce his or her rights to indemnification
hereunder in a case in which the indemnitee is found to be entitled to such
indemnification. The rights to indemnification set forth in the Declaration of
Trust shall continue as to a person who has ceased to be a Trustee or officer of
the Trust and shall inure to the benefit of his or her heirs, executors and
personal and legal representatives. No amendment or restatement of the
Declaration of Trust or repeal of any of its provisions shall limit or eliminate
any of the benefits provided to any person who at any time is or was a Trustee
or officer of the Trust or otherwise entitled to indemnification hereunder in
respect of any act or omission that occurred prior to such amendment,
restatement or repeal.
Notwithstanding the foregoing, no indemnification shall be made
hereunder unless there has been a determination (i) by a final decision on the
merits by a court or other body of competent jurisdiction before whom the issue
of entitlement to indemnification hereunder was brought that such indemnitee is
entitled to indemnification hereunder or, (ii) in the absence of such a
decision, by (1) a majority vote of a quorum of those Trustees who are neither
"interested persons" of the Trust (as defined in Section 2(a)(19) of the 1940
Act) nor parties to the proceeding ("Disinterested Non-Party Trustees"), that
the indemnitee is entitled to indemnification hereunder, or (2) if such quorum
is not obtainable or even if obtainable, if such majority so directs,
independent legal counsel in a written opinion concludes that the indemnitee
should be entitled to indemnification hereunder.
ITEM 26. 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.
ITEM 27. PRINCIPAL UNDERWRITERS
(a) Claymore Securities, Inc, is the Trust's principal underwriter.
(b) The following is a list of the executive officers, directors and
partners of Claymore Securities, Inc.:
NAME AND PRINCIPAL
BUSINESS ADDRESS(1) POSITIONS AND OFFICES WITH UNDERWRITER
------------------------------------------------------------------
David C. Hooten Director: Chairman of the Board, Chief
Executive Officer
Kevin M. Robinson Senior Managing Director, General Counsel
and Secretary
Michael J. Rigert Vice Chairman
Anthony J. DiLeonardi Vice Chairman
Bruce Albelda Senior Managing Director,
Chief Financial Officer
Anne S. Kochevar Senior Managing Director, Chief
Compliance Officer
Christian Magoon President
Steven M. Hill Senior Managing Director
J. Thomas Futrell Chief Investment Officer
Dominick Cogliandro Chief Operating Officer
---------------------
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(1) The principal business address for all listed persons is 2455
Corporate West Drive, Lisle, Illinois 60532.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
The accounts, books and other documents of the Registrant required to
be maintained by Section 31(a) of the Investment Company Act of 1940, as
amended, and the rules promulgated thereunder, are maintained in part at the
office of Claymore Advisors, LLC at 2455 Corporate West Drive, Lisle, Illinois
60532, and in part at the offices of the Transfer Agent at 101 Barclay Street,
New York, New York 10286.
ITEM 29. MANAGEMENT SERVICES
Not applicable.
ITEM 30. UNDERTAKINGS
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lisle and State of Illinois on the 29th day of
September, 2008.
CLAYMORE EXCHANGE-TRADED FUND TRUST
By: /s/ J. Thomas Futrell
-------------------------------------
J. Thomas Futrell
Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURES TITLE DATE
* Trustee September 29, 2008
-----------------------------------------
Randall C. Barnes
* Trustee September 29, 2008
-----------------------------------------
Ronald A. Nyberg
* Trustee September 29, 2008
-----------------------------------------
Ronald E. Toupin, Jr.
* Trustee September 29, 2008
-----------------------------------------
Nicholas Dalmaso
Treasurer, Chief Financial Officer September 29, 2008
/s/ Steven M. Hill and Chief Accounting Officer
-----------------------------------------
Steven M. Hill
*/s/ Kevin M. Robinson September 29, 2008
----------------------------------------
Kevin M. Robinson
Attorney-In-Fact, pursuant to power of attorney
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