SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT is entered into as of the ____ day of
__________, 2005, between Claymore Equity Trust, a statutory trust organized and
existing under the laws of Delaware (the "Trust"), and Claymore Securities, Inc.
(the "Purchaser").
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. PURCHASE AND SALE OF THE SHARES
1.1 SALE AND ISSUANCE OF SHARES. Subject to the terms and conditions of
this Agreement, the Trust agrees to sell to the Purchaser, and the Purchaser
agrees to purchase from the Trust, (i) 1,670 of each of the Class A and Class C
shares of beneficial interest, par value $0.01, of the Claymore/Fiduciary
Strategic Equity Fund series of the Trust (the "Strategic Shares") at a price
per share of $15.00 for an aggregate purchase price of $50,100.00 and (ii) 1,670
of each of the Class A and Class C shares of beneficial interest, par value
$0.01, of the Claymore Peroni Equity Opportunities Fund series of the Trust (the
"Peroni Shares") at a price per share of $15.00 for an aggregate purchase price
of $50,100.00 (the Strategic Shares and the Peroni Shares are hereinafter
referred to collectively as the "Shares"). The aggregate proceeds for the Shares
to be paid by Purchaser to the Trust hereunder shall be $100,200.00.
2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER. The
Purchaser hereby represents and warrants to, and covenants for the benefit of,
the Trust that:
2.1 PURCHASE ENTIRELY FOR OWN ACCOUNT. This Agreement is made by the
Trust with the Purchaser in reliance upon the Purchaser's representation to the
Trust, which by the Purchaser's execution of this Agreement the Purchaser hereby
confirms, that the Shares are being acquired for investment for the Purchaser's
own account, and not as a nominee or agent and not with a view to the resale or
distribution by the Purchaser of any of the Shares, and that the Purchaser has
no present intention of selling, granting any participation in, or otherwise
distributing the Shares, in either case in violation of any securities
registration requirement under applicable law, but subject nevertheless, to any
requirement of law that the disposition of its property shall at all times be
within its control. By executing this Agreement, the Purchaser further
represents that the Purchaser does not have any contract, undertaking, agreement
or arrangement with any person to sell, transfer or grant participation to such
person or to any third person, with respect to any of the Shares.
2.2 INVESTMENT EXPERIENCE. The Purchaser acknowledges that it can bear
the economic risk of the investment for an indefinite period of time and has
such knowledge and experience in financial and business matters (and
particularly in the business in which the Trust operates) as to be capable of
evaluating the merits and risks of the investment in the Shares. The Purchaser
is an "accredited investor" as defined in Rule 501(a) of Regulation D under the
Securities Act of 1933 (the "1933 Act").
2.3 RESTRICTED SECURITIES. The Purchaser understands that the Shares
are characterized as "restricted securities" under the United States securities
laws inasmuch as they are being acquired from the Trust in a transaction not
involving a public offering and that under such laws and applicable regulations
such Shares may be resold without registration under the
1933 Act only in certain circumstances. In this connection, the Purchaser
represents that it understands the resale limitations imposed by the 1933 Act
and is generally familiar with the existing resale limitations imposed by Rule
144 thereunder.
2.4 FURTHER LIMITATIONS ON DISPOSITION. The Purchaser further agrees
not to make any disposition directly or indirectly of all or any portion of the
Shares unless and until:
(a) There is then in effect a registration statement under the
1933 Act covering such proposed disposition and such disposition is
made in accordance with such registration statement; or
(b) The Purchaser shall have furnished the Trust with an
opinion of counsel, reasonably satisfactory to the Trustees, that such
disposition will not require registration of such Shares under the 1933
Act.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
CLAYMORE EQUITY TRUST
By:_______________________________
Name: ________________________
Title: _______________________
CLAYMORE SECURITIES, INC.
By:_______________________________
Xxxxxxxx Xxxxxxx
Senior Managing Director
and General Counsel
2
