

[Federal Register: October 2, 2007 (Volume 72, Number 190)]
[Notices]               
[Page 56108-56109]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr02oc07-83]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-27982; 812-13396]

 
Claymore Exchange-Traded Fund Trust, et al.; Notice of 
Application

September 26, 2007.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application to amend a prior order under section 6(c) 
of the Investment Company Act of 1940 (``Act'') for an exemption from 
sections 2(a)(32), 5(a)(1), 22(d), 22(e) and 24(d) of the Act and rule 
22c-1 under the Act, under sections 6(c) and 17(b) of the Act for an 
exemption from sections 17(a)(1) and (a)(2) of the Act, and under 
section 12(d)(1)(J) for an exemption from sections 12(d)(1)(A) and (B) 
of the Act.

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    Summary of Application: Applicants request an order to amend a 
prior order that permits: (a) Open-end management investment companies, 
whose series are based on certain equity securities indices, to issue 
shares of limited redeemability; (b) secondary market transactions in 
the shares of the series to occur at negotiated prices; (c) dealers to 
sell shares to purchasers in the secondary market unaccompanied by a 
prospectus when prospectus delivery is not required by the Securities 
Act of 1933 (``Securities Act''); (d) certain affiliated persons of the 
series to deposit securities into, and receive securities from, the 
series in connection with the purchase and redemption of aggregations 
of the series' shares; (e) under certain circumstances, certain series 
to pay redemption proceeds more than seven days after the tender of 
shares; and (f) certain registered management investment companies and 
unit investment trusts outside of the same group of investment 
companies as the series to acquire shares of the series (the ``Prior 
Order'').\1\ Applicants seek to amend the Prior Order in order to offer 
additional series based on certain fixed income securities indices (the 
``New Funds''). In addition, the order would delete a condition related 
to future relief in the Prior Order.
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    \1\ Claymore Exchange-Traded Fund Trust, et al., Investment 
Company Act Release Nos. 27469 (Aug. 28, 2006) (notice) and 27483 
(Sept. 18, 2006) (order).
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    Applicants: Claymore Advisors, LLC (``Adviser''), Claymore 
Securities, Inc. (``Distributor''), Claymore Exchange-Traded Fund Trust 
and Claymore Exchange-Traded Fund Trust 2 (each, a ``Trust'' and 
together, the ``Trusts'').
    Filing Dates: The application was filed on May 30, 2007, and 
amended on August 9, 2007. Applicants have agreed to file an amendment 
during the notice period, the substance of which is reflected in this 
notice.
    Hearing or Notification of Hearing: An order granting the requested 
relief will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by writing to the Commission's 
Secretary and serving applicants with a copy of the request, personally 
or by mail. Hearing requests should be received by the Commission by 
5:30 p.m. on October 22, 2007, and should be accompanied by proof of 
service on applicants, in the form of an affidavit or, for lawyers, a 
certificate of service. Hearing requests should state the nature of the 
writer's interest, the reason for the request, and the issues 
contested. Persons who wish to be notified of a hearing may request 
notification by writing to the Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F 
Street, NE., Washington, DC 20549-1090. Applicants, 2455 Corporate West 
Drive, Lisle, IL 60532.

FOR FURTHER INFORMATION CONTACT: Christine Y. Greenlees, Senior 
Counsel, at (202) 551-6879, or Mary Kay Frech, Branch Chief, at (202) 
551-6821 (Division of Investment Management, Office of Investment 
Company Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee at the 
Commission's Public Reference Branch, 100 F Street, NE., Washington, DC 
20549-0102 (tel. 202-551-5850).

Applicants' Representations

    1. Each Trust is an open-end management investment company 
registered under the Act and organized as a Delaware statutory trust. 
The Trusts are organized as series funds with multiple series. The 
Adviser, an investment adviser registered under the Investment Advisers 
Act of 1940 (the ``Advisers Act''), will serve as investment adviser to 
the New Funds. The Adviser may retain sub-advisers (``Sub-Advisers'') 
to manage the assets of a New Fund. Any Sub-Adviser will be registered 
under the Advisers Act. The Distributor, a broker-dealer registered 
under the Securities Exchange Act of 1934 (``Exchange Act''), will 
serve as the principal underwriter of the New Funds' shares.
    2. Each Trust is currently permitted to offer series based on 
equity securities indices (the ``Equity Funds,'' and together with the 
New Funds and the Future Funds (defined below), the ``Funds'') in 
reliance on the Prior Order. Applicants seek to amend the Prior Order 
to permit the Trusts to offer the New Funds that, except as described 
in the application, would operate in a manner identical to the existing 
Equity Funds that are subject to the Prior Order.
    3. Each New Fund will invest in fixed-income securities 
(``Portfolio Securities'') selected to correspond generally to the 
price and yield performance, before fees and expenses, of a specified 
securities index (an ``Index'').\2\ No entity that creates, compiles, 
sponsors, or maintains an Index is or will be an affiliated person, as 
defined in section 2(a)(3) of the Act, or an affiliated person of an 
affiliated person, of the Trusts, the Adviser, the Distributor or any 
Sub-Adviser, or promoter to a New Fund.
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    \2\ The Indexes for the New Funds are: CPMKTS--The Capital 
Markets Index, CPMKTB--The Capital Markets Bond Index, and CPMKTL--
The Capital Markets Liquidity Index.
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    4. The investment objective of each New Fund will be to provide 
investment results that correspond generally to the price and yield 
performance of the relevant Index. The Adviser may fully replicate a 
New Fund's relevant Index or use a representative sampling strategy 
where the New Fund will seek to hold a representative sample of the 
component securities of the Index. Applicants currently expect that 
each New Fund will use a sampling technique to track its Index.
    5. Under the Prior Order, applicants stated that each Equity Fund 
would invest at least 90% of its total assets in common stocks that 
comprise the relevant Index, and may invest up to 10% of its total 
assets in securities, options and futures not included in its

[[Page 56109]]

Index which the Adviser believes would help the Equity Fund track the 
Index. Applicants seek to amend the Prior Order to provide that each 
Fund generally will invest at least 80% or 90% of its total assets in 
the securities that comprise the relevant Index, but at times may 
invest up to 20% of its total assets in certain futures, options, and 
swap contracts, cash and cash equivalents, including money market 
funds, as well as securities not included in its Index which the 
Adviser believes will help the Fund track its Index. At all times, a 
Fund will hold, in the aggregate, at least 80% of its total assets in 
component securities and investments that have economic characteristics 
that are substantially identical to the economic characteristics of the 
component securities of its Index. Applicants expect that each New Fund 
will have a tracking error relative to the performance of its 
respective Index of less than 5 percent.
    6. Applicants state that a New Fund will comply with the federal 
securities laws in accepting a deposit of a portfolio of securities 
designated by the Adviser to correspond generally to the price and 
yield of the New Fund's Index (``Deposit Securities'') \3\ and 
satisfying redemptions with portfolio securities of the New Fund 
(``Fund Securities''), including that the Deposit Securities and Fund 
Securities are sold in transactions that would be exempt from 
registration under the Securities Act.\4\ The specified Deposit 
Securities and Fund Securities generally will correspond pro rata, to 
the extent practicable, to the Portfolio Securities of a New Fund.
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    \3\ Applicants state that a cash-in-lieu amount will replace any 
``to-be-announced'' (``TBA'') transaction that is listed as a 
Deposit Security or Fund Security of any New Fund. A TBA transaction 
is a method of trading mortgage-backed securities where the buyer 
and seller agree upon general trade parameters such as agency, 
settlement date, par amount and price. The actual pools delivered 
generally are determined two days prior to the settlement date. The 
amount of substituted cash in the case of TBA transactions will be 
equivalent to the value of the TBA transaction listed as a Deposit 
Security or Fund Security.
    \4\ In accepting Deposit Securities and satisfying redemptions 
with Fund Securities that are restricted securities eligible for 
resale pursuant to rule 144A under the Securities Act, the New Fund 
will comply with the conditions of rule 144A, including in 
satisfying redemptions with such rule 144A eligible restricted Fund 
Securities. The prospectus for a New Fund will also state that an 
authorized participant that is not a ``Qualified Institutional 
Buyer,'' as defined in rule 144A under the Securities Act, will not 
be able to receive, as part of a redemption, restricted securities 
eligible for resale under rule 144A.
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    7. Applicants state that the New Funds will operate in a manner 
identical to the operation of the existing Equity Funds in the Prior 
Order, except as specifically noted by applicants (and summarized in 
this notice), and will comply with all of the terms, provisions and 
conditions of the Prior Order, as amended by the present application. 
Applicants believe that the requested relief continues to meet the 
necessary exemptive standards.

Future Relief

    8. Applicants also seek to amend the Prior Order to modify the 
terms under which the Trusts may offer additional series in the future 
based on other securities indices (``Future Funds''). The Prior Order 
is currently subject to a condition that does not permit applicants to 
register the shares of any Future Fund by means of filing a post-
effective amendment to a Trust's registration statement or by any other 
means, unless applicants have requested and received with respect to 
such Future Fund, either exemptive relief from the Commission or a no-
action letter from the Division of Investment Management of the 
Commission, or if the Future Fund could be listed on a national 
securities exchange (``Exchange'') without the need for a filing 
pursuant to rule 19b-4 under the Exchange Act.
    9. The order would amend the Prior Order to delete this condition. 
Any Future Funds will: (a) Be advised by the Adviser or an entity 
controlled by or under common control with the Adviser; (b) track 
Indexes that are created, compiled, sponsored or maintained by an 
entity that is not an affiliated person, as defined in section 2(a)(3) 
of the Act, or an affiliated person of an affiliated person, of the 
Adviser, the Distributor, the Trusts or any Sub-Adviser or promoter of 
a Future Fund; and (c) comply with the respective terms and conditions 
of the Prior Order, as amended by the present application.
    10. Applicants believe that the modification of the future relief 
available under the Prior Order would be consistent with sections 6(c) 
and 17(b) of the Act and that granting the requested relief will 
facilitate the timely creation of Future Funds and the commencement of 
secondary market trading of such Future Funds by removing the need to 
seek additional exemptive relief. Applicants submit that the terms and 
conditions of the Prior Order have been appropriate for the existing 
series of the Trusts and would remain appropriate for Future Funds. 
Applicants also submit that tying exemptive relief under the Act to the 
ability of a Future Fund to be listed on an Exchange without the need 
for a rule 19b-4 filing under the Exchange Act is not necessary to meet 
the standards under sections 6(c) and 17(b) of the Act.

Applicants' Condition

    Applicants agree that any amended order granting the requested 
relief will be subject to the same conditions as those imposed by the 
Prior Order, except for condition 1 to the Prior Order, which will be 
deleted.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7-19385 Filed 10-1-07; 8:45 am]

BILLING CODE 8011-01-P
