SHAREHOLDER SERVICES AGREEMENT
SHAREHOLDER SERVICES AGREEMENT dated this 27TH day of May, 2005 by and
between CLAYMORE TRUST, a statutory trust organized under the laws of the state
of Delaware (the "Trust"), and CLAYMORE SECURITIES, INC., a Kansas corporation
("Claymore").
In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. The Trust hereby appoints Claymore to provide information and
administrative services for the benefit of each series of the Trust (each a
"Fund" and collectively, the "Funds") and shareholders of Class A and Class C
shares (each a "Share Class") of the Fund. In this regard, Claymore shall
appoint various broker-dealer firms and other service or administrative firms
("Firms") to provide related services and facilities for investors in each Share
Class of the Fund ("investors"). The Firms shall provide such office space and
equipment, telephone facilities, personnel or other services as may be necessary
or beneficial for providing information and services to investors in each Share
Class of the Funds. Such services and assistance may include, but are not
limited to, establishing and maintaining accounts and records, processing
purchase and redemption transactions, answering routine inquiries regarding the
Funds and their special features, providing assistance to investors in changing
dividend and investment options, account designations and addresses, and such
other administrative services as the Funds or Claymore may reasonably request.
Firms may include affiliates of Claymore. Claymore may also provide some of the
above services for the Funds directly.
Claymore accepts such appointment and agrees during such period to
render such services and to assume the obligations herein set forth for the
compensation herein provided. Claymore shall for all purposes herein provided be
deemed to be an independent contractor and, unless otherwise expressly provided
or authorized, shall have no authority to act for or represent the Funds in any
way or otherwise be deemed an agent of the Fund. Claymore, by separate agreement
with the Funds, may also serve the Funds in other capacities. The services of
Claymore to the Funds under this Agreement are not to be deemed exclusive, and
Claymore shall be free to render similar services or other services to others.
In carrying out its duties and responsibilities hereunder, Claymore will appoint
various Firms to provide administrative and other services described herein
directly to or for the benefit of investors in each Share Class of the Fund.
Such Firms shall at all times be deemed to be independent contractors retained
by Claymore and not the Fund. Claymore and not the Fund will be responsible for
the payment of compensation to such Firms for such services.
2. For the administrative services and facilities described in Section
1, the Fund may pay to Claymore any amount authorized for payment to Claymore
out of the Rule 12b-1 Plan adopted by the Fund on behalf of each Share Class
(the "Plan"). The administrative service fee will be calculated separately for
each Share Class as an expense of each such class. For the month and year in
which this Agreement becomes effective or terminates, there shall be an
appropriate proration on the basis of the number
of days that the Agreement is in effect during such month and year,
respectively. Claymore may use such payments, in its discretion, to compensate
Firms who provide administrative services to the extent permitted by the Plan.
The payment of fees pursuant to this Agreement, for each Share Class, is subject
to and contingent upon, the continued effectiveness of a duly adopted Rule 12b-1
Plan authorizing such payment for such class.
Claymore shall be contractually bound hereunder by the terms of any
publicly announced fee cap or waiver of its fee or by the terms of any written
document provided to the Board of Trustees of the Fund announcing a fee cap or
waiver of its fee, or any limitation of the Fund's expenses, as if such fee cap,
fee waiver or expense limitation were fully set forth herein.
The net asset value for each Share Class shall be calculated in
accordance with the provisions of the Fund's current prospectus. On each day
when net asset value is not calculated, the net asset value of a share of a
Share Class shall be deemed to be the net asset value of such a share as of the
close of business on the last day on which such calculation was made for the
purpose of the foregoing computations.
3. The Fund shall assume and pay all charges and expenses of its
operations not specifically assumed or otherwise to be provided by Claymore
under this Agreement.
4. This Agreement shall become effective on the date hereof and shall
continue until May 27, 2007, and shall continue from year to year thereafter
only so long as such continuance is approved at least annually by a vote of a
majority of the Trustees, including the Trustees who are not interested persons
of the Fund and have no direct or indirect financial interest in the operation
of the Plan, this Agreement or in any other agreement related to the Plan, at a
meeting called for such purpose.
This Agreement shall automatically terminate in the event of its
assignment and may be terminated at any time without the payment of any penalty
by the Trust or by Claymore on sixty (60) days' written notice to the other
party. The Fund may effect termination with respect to any Share Class of the
Fund or any series thereof, as applicable, by a vote of (i) a majority of the
Trustees of the Fund who are not interested persons of the Fund and who have no
direct or indirect financial interest in the operation of the Plans, this
Agreement or in any other agreement related to the Plans or this Agreement or
(ii) a majority of the outstanding voting securities of such Share Class.
Without prejudice to any other remedies of the Fund, the Fund may terminate this
Agreement at any time immediately upon Claymore's failure to fulfill any of its
obligations hereunder.
This Agreement may not be amended to materially increase the amount
payable to Claymore by the Fund for services hereunder with respect to a Share
Class of the Fund or any series thereof, as applicable, without a vote of a
majority of the outstanding voting securities of such class. All material
amendments to this Agreement must in any event be approved by a vote of a
majority of the Board of Trustees of the Fund including the Trustees who are not
interested persons of the Fund and who have no direct or indirect financial
interest in the operation of the Plans, this Agreement or in any other agreement
related to the Plans or this Agreement, cast in person at a meeting called for
such purpose.
The terms "assignment" "interested person" and "vote of a majority of
the outstanding voting securities" shall have the meanings set forth in the
Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.
5. Any person authorized to direct the disposition of monies paid or
payable by the Fund pursuant to the Plan, this Agreement, or any related
agreement, shall provide to the Fund's Board of Trustees and the Trustees shall
review, at least quarterly, a written report of the amounts so expended and the
purpose for which such expenditures were made.
6. If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder shall not be thereby
affected.
7. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate for the receipt of such notice.
8. All parties hereto are expressly put on notice of the Fund's
Agreement and Declaration of Trust and all amendments thereto, all of which are
on file with the Secretary of the State of Delaware, and the limitation of
shareholder and trustee liability contained therein. This Agreement has been
executed by and on behalf of the Trust by its representatives as such
representatives and not individually, and the obligations of the Trust
thereunder are not binding upon any of the trustees, officers or shareholders of
the Trust individually but are binding upon only the assets and property of the
Trust (or a series thereof). With respect to any claim by Claymore for recovery
of that portion of the administrative services fees (or any other liability of
the Fund arising hereunder) related to a particular series and class of the
Trust , whether in accordance with the express terms hereof or otherwise,
Claymore shall have recourse solely against the assets of such series and class
to satisfy such claim and shall have no recourse against the assets of any other
series and class of the Trust for such purpose.
9. This Agreement shall be construed in accordance with applicable
federal law and with the laws of the State of Delaware.
* * * * *
IN WITNESS WHEREOF, the Fund and Claymore have caused this Agreement to
be executed as of the day and year first above written.
CLAYMORE TRUST
By: /s/ Xxxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Chief Legal and Executive
Officer
CLAYMORE SECURITIES, INC.
By: /s/ Xxxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Senior Managing Director
and General Counsel
