EXPENSE REIMBURSEMENT AGREEMENT
EXPENSE REIMBURSEMENT AGREEMENT (the "Agreement"), dated as of August
16, 2006 by and between Claymore Advisors, LLC, a Delaware limited liability
company (the "Advisor") and CLAYMORE EXCHANGE-TRADED FUND TRUST 2(the "Trust").
WHEREAS, the Trust is a Delaware statutory trust, and is registered
under the Investment Company Act of 1940, as amended (the "1940 Act") as an
open-end management company of the series type;
WHEREAS, the Trust intends to offer its shares in one or more such
series, as listed in Exhibit A hereto, which may be amended from time to time to
add or remove a series (each, a "Fund");
WHEREAS, the Trust and the Advisor have entered into an Investment
Advisory Agreement dated August 16, 2006 ("Advisory Agreement"), pursuant to
which the Advisor provides investment management and advisory services to each
Fund for compensation based on the value of the average daily net assets of each
Fund; and
WHEREAS, the Trust and the Advisor have determined that it is
appropriate and in the best interests of each Fund and its shareholders to
maintain the expenses of each Fund at a level below the level to which such Fund
may otherwise be subject;
NOW THEREFORE, the parties hereto agree as follows:
1. EXPENSE LIMITATION.
1.1 Applicable Expense Limit. To the extent that the ordinary operating
expenses incurred by each Fund in any fiscal year, including but not limited to
investment advisory fees, but excluding interest expenses, all or a portion of a
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 each Fund's business ("Fund Operating
Expenses"), exceed the Operating Expense Limit, as defined in Section 1.2 below,
with respect to such Fund, such excess amount (the "Excess Amount") shall be the
liability of the Advisor to the extent set forth in this Agreement.
1.2 Operating Expense Limit. The Operating Expense Limit in any year
with respect to each Fund shall be the percentage of the average daily net
assets of each Fund as set forth in Exhibit A hereto.
1.3 Duration of Operating Expense Limit. The Operating Expense Limit
with respect to each Fund shall remain in effect during the term of this
Agreement.
1.4 Method of Computation. To determine the Advisor's obligation with
respect to the Excess Amount, each day the Fund Operating Expenses for each Fund
shall be annualized. If the annualized Fund Operating Expenses for any day of
the Fund exceed the Operating Expense Limit of a Fund, the Advisor shall waive
or reduce its investment advisory fee or absorb the other Fund expenses in an
amount sufficient to pay that day's Excess Amount. The Trust may offset
amounts owed to each Fund pursuant to this Agreement against the advisory fee
payable to the Advisor. Furthermore, to the extent that the Excess Amount
exceeds such waived or reduced investment advisory fees, the Advisor shall
reimburse the applicable Fund for any operating expenses.
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2. REIMBURSEMENT OF FEE WAIVERS AND EXPENSE REIMBURSEMENTS.
If on any day during which the Advisory Agreement is in effect, the
estimated annualized Fund Operating Expenses of a Fund for that day are less
than the Operating Expense Limit, the Advisor shall be entitled to reimbursement
by such Fund of the investment advisory fees waived or reduced, and any other
expense reimbursements or similar payments remitted by the Adviser to the Fund
pursuant to Section 1 hereof (the "Reimbursement Amount") during any of the
first five years subsequent to such Fund's commencement of operations for a
period of up to three years from the date such amount was waived or reduced, to
the extent that such Fund's annualized Operating Expenses plus the amount so
reimbursed equals, for such day, the Operating Expense Limit, provided that such
amount paid to the Advisor will in no event exceed the total Reimbursement
Amount and will not include any amounts previously reimbursed. Such
Reimbursement Amount will be accrued daily and paid monthly in arrears.
3. TERM AND TERMINATION OF AGREEMENT.
This Agreement shall terminate upon the earlier of termination of the
Advisory Agreement or on December 31, 2009. The obligation of the Advisor under
Section 1 of this Agreement shall survive the termination of the Agreement
solely as to expenses and obligations incurred prior to the date of such
termination.
4. MISCELLANEOUS.
4.1 Captions. The captions in this Agreement are included for
convenience of reference only and in no other way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
4.2 Interpretation. Nothing herein contained shall be deemed to require
the Trust or each Fund to take any action contrary to the Trust's Agreement and
Declaration of Trust or By-Laws, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to relieve or
deprive the Trust's Board of Trustees of its responsibility for and control of
the conduct of the affairs of the Trust or the Fund.
4.3 Definitions. Any question of interpretation of any term or
provision of this Agreement, including but not limited to the investment
advisory fee, the computations of net asset values, and the allocation of
expenses, having a counterpart in or otherwise derived from the terms and
provisions of the Advisory Agreement or the 1940 Act, shall have the same
meaning as and be resolved by reference to such Advisory Agreement or the 1940
Act.
4.4 Amendments. This Agreement may be amended only by a written
agreement signed by each of the parties hereto.
4.5 Limitation of Liability. This Agreement is executed by or on behalf
of the Trust, and Advisor is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Agreement and Declaration of Trust of
the Trust and agrees that the obligations assumed by the Trust pursuant to this
Agreement shall be limited in all cases to the Trust and its assets, and
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Advisor shall not seek satisfaction of any such obligations from the trustees,
officers or shareholders of the Trust.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective officers thereunto duly authorized and their respective
corporate seals to be hereunto affixed, as of the day and year first above
written.
CLAYMORE EXCHANGE-TRADED FUND TRUST 2
By: /s/ Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
Title: Chief Executive Officer
CLAYMORE ADVISORS, LLC
By: /s/ Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
Title: Senior Managing Director and
General Counsel
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EXHIBIT A
CLAYMORE EXCHANGE-TRADED FUND TRUST 2
Operating Expense Limit
Name of Series (as a % of average daily net assets)
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Claymore/Robeco Developed International Equity ETF 0.60%
Claymore/Robeco Developed World Equity ETF 0.60%
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