ADMINISTRATION AGREEMENT
Agreement made as of August 16, 2006, between Claymore Exchange-Traded
Fund Trust 2, a Delaware statutory trust (the "Trust"), and Claymore Advisors,
LLC, a Delaware limited liability company (the "Administrator").
WHEREAS, the Trust intends to operate as an open-end management
investment company, and is so registered under the Investment Company Act of
1940, as amended ("1940 Act"), and consists of the separate series listed on
Exhibit A attached hereto, as may be amended from time to time; and
WHEREAS, the Trust wishes to retain the Administrator to provide
certain administrative services to the Trust, under the terms and conditions
stated below, and the Administrator is willing to provide such services for the
compensation set forth below;
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, it is agreed by and between the parties hereto as
follows:
1. Appointment. The Trust hereby appoints the Administrator to
administer the Trust, and the Administrator accepts such appointment and agrees
that it will furnish the services set forth in Exhibit B attached hereto and
made a part hereof, subject to the supervision of the Trust's Board of Trustees
(the "Board").
2. Compliance with the Trust's Governing Documents and Applicable Law.
In all matters relating to the performance of this Agreement, the Administrator
will act in conformity with the Agreement and Declaration of Trust, By-Laws and
registration statement of the Trust and with the directions of the Board and
Trust officers and will conform to and comply with the requirements of the 1940
Act and all other applicable federal and state laws and regulations. In
compliance with Rule 31a-3 under the 1940 Act, the Administrator hereby agrees
that any records which it maintains for the Trust are the property of the Trust,
and further agrees to surrender promptly to the Trust or its agents any of such
records upon the Trust's request. The Administrator further agrees to arrange
for the preservation of the records required to be maintained by Rule 31a-1
under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act.
3. Services Not Exclusive. The Administrator's services hereunder are
not deemed to be exclusive, and the Administrator is free to render
administrative or other services to other funds or clients so long as the
Administrator's services under this Agreement are not impaired thereby.
4. Compensation. For the services provided and expenses assumed by the
Administrator under this Agreement, the Trust will pay the Administrator a fee,
accrued daily and paid monthly, at the annualized rate of 0.04% of the first
$200,000,000; 0.03% of the next $300,000,000; 0.02% of the next $500,000,000 and
0.01% for amounts over $1,000,000,000 of the average daily net assets of the
Trust.
5. Limitation of Liability of the Administrator. The Administrator will
not be liable for any error of judgment or mistake of law or for any loss
suffered by the Trust or its shareholders in connection with the performance of
its duties under this Agreement, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its duties under this Agreement.
6. Duration and Termination. This Agreement shall become effective as
of the date hereof and shall continue in effect until the second anniversary of
the date hereof unless sooner terminated. Thereafter this Agreement shall
continue for successive periods of 12 months, provided that such continuance is
specifically approved at least annually by both (a) the vote of a majority of
the Board of Trustees of the Trust, and (b) the vote of a majority of the Board
of Trustees of the Trust who are not parties to this Agreement or "interested
persons" (as defined in the 0000 Xxx) of the Trust or the Administrator.
Notwithstanding the foregoing, this Agreement may be terminated by either party
hereto (without penalty) at any time upon not less than 60 days' prior written
notice to the other party hereto.
7. Amendment of this Agreement. This Agreement may only be amended by
an instrument in writing signed by the parties hereto.
8. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware for contracts to be performed
entirely therein without reference to choice of law principles thereof and in
accordance with the applicable provision of the 1940 Act.
9. Miscellaneous. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supercedes all prior agreements
and understandings in relation to the subject matter hereof. The captions in
this Agreement are included for convenience of reference only and in no way
define or delimit any of the provisions hereof or otherwise affect their
construction or effect. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
10. Counterparts. This Agreement may be executed in counterparts by the
parties hereto, each of which shall constitute an original counterpart, and all
of which, together, shall constitute one Agreement.
2
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below, effective as of the day and year
first above written.
CLAYMORE EXCHANGE-TRADED FUND TRUST 2
By: /s/ Xxxxxxxx Xxxxxxx
--------------------
Name: Xxxxxxxx Xxxxxxx
Title: Chief Executive Officer
CLAYMORE ADVISORS, LLC
By: /s/ Xxxxxxxx Xxxxxxx
--------------------
Name: Xxxxxxxx Xxxxxxx
Title: Senior Managing Director and
General Counsel
3
EXHIBIT A
CLAYMORE EXCHANGE-TRADED FUND TRUST 2
NAME OF SERIES
Claymore/Robeco Developed International Equity ETF
Claymore/Robeco Developed World Equity ETF
4
EXHIBIT B
FINANCIAL REPORTING
o Prepare and file Forms N-SAR, N-Q and N-CSR, including the
underlying portfolio of investments, annual and semi-annual
reports to shareholders, coordinate typesetting, printing and
distribution of such reports.
o Coordinate filing of Form N-PX (voting record information to
be supplied by the Portfolio Manager).
o Oversee the determination and publication of the net asset
value of each series of the Trust in accordance with the
Trust's policy as adopted from time to time by the Board of
Trustees.
o Oversee the Trust's portfolio and perform necessary
calculations as required under Section 18 (relating to senior
securities) of the 1940 Act
o Determine expense accruals and coordinate with Fund Accounting
and Custody for the timely payment of bills and invoices.
o Prepare statistical reports for outside services (i.e. ICI,
Lipper Analytical, Morningstar etc.).
o Prepare and present reports to Board of Trustees.
o Prepare reports relating to the business and affairs of the
Trust as may be mutually agreed upon and not otherwise
appropriately prepared by the Trust's Custodian, counsel or
auditors.
o Make such reports and recommendations to the Board of Trustees
concerning the performance of the independent accountants as
the Board of Trustees may reasonably request or deems
appropriate.
o Consult with the Trust's officers, independent accountants,
legal counsel, Custodian, Accounting agent and Transfer Agent
in establishing the accounting policies of the Trust and
monitor financial and shareholder accounting services.
o Coordinate the annual audit with the external auditors.
o Determine the dividend rates for each series of the Trust and
compute appropriate yields/total returns.
o Review and distribute SEC yield computations, if applicable.
5
o Perform on-going analysis of dividend for each series of the
Trust; and coordinate preparation of Section 19 notices, as
appropriate.
o Oversee and review calculations of fees paid to the Trust's
service providers.
TAX, LEGAL AND COMPLIANCE
o Prepare reports of compliance with registration statement, the
Investment Company Act of 1940, the Internal Revenue Code and
State Regulators, if applicable.
o Prepare workflow papers, complete the initial draft and
facilitate filing of all required income and excise tax
returns and Form 1099s.
o Make such reports and recommendations to the Board of Trustees
concerning the performance and fees of the Trust's Custodian
and Transfer Agent as the Board of Trustees may reasonably
request or deems appropriate.
o Oversee the maintenance by the Trust's Transfer Agent of
certain books and records of the Trust as required under Rule
31a-1(b)(4) of the 1940 Act and maintain such other books and
records required by law or for the proper operation of the
Trust.
o Monitor all compliance with Section 4982 distribution
requirements (Excise Tax).
o Perform and prepare wash sales review.
o Perform and prepare reports documenting book to tax
differences as needed.
o Monitor and report on Subchapter M qualifications.
o Assist with the preparation of the annual prospectus update on
Form N-1A.
o Coordinate the distribution of prospectuses, supplements,
proxy materials and reports to Shareholders; and coordinate
the solicitation and tabulation of proxies in connection with
a shareholder meeting, if one is held.
o Provide such assistance to the Custodian and the Trust's
counsel and auditors as generally may be required to properly
carry on the business and operations of the Trust.
o Respond to or refer to the Trust's officers or Transfer Agent,
shareholder (including any potential shareholder) inquiries
relating to the Trust.
o Prepare such information and reports as may be required by any
banks from which the Trust borrows funds.
6
o Supervise any other aspects of the Trust's administration as
may be agreed to by the Trust and the Adviser.
7
