SEC Division of Trading and Markets no-action letter: Claymore Exchange-Traded Fund Trust

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
DIVISION OF
TRADING AND MARKETS
May 24, 2011
Jeremy Senderowicz
Dechert LLP

1095 Avenue ofthe Americas

New York, NY 10036
Re: Claymore Exchange-Traded Fund Trust

File No. TP 11-12

Dear Mr. Senderowicz:
In your letter dated May'24, 2011, as supplemented by conversations with the staff ofthe Division ofTrading and Markets ("Division"), Claymore Exchange-Traded Fund Trust (the "Trust") requests exemptive, interpretive, or no action relief with respect to Rule 1Ob-17 under the Securities Exchange Act of 1934, as amended ("Exchange Act"). We have enclosed a photocopy ofyour letter. Each defined term in this letter has the same meaning as defined in your letter, unless we note otherwise. The Trust was organized on May 24,2006 as a Delaware statutory trust. The Trust is registered with the Commission under the Investment Company Act of 1940, as amended ("1940 Act"), as an open-end management investment company. The Trust is currently comprised of twenty-five series (each, a "Fund"), including the Claymore U.S. Capital Markets Bond ETF ("Converting ETF #1") and the Claymore U.S. Capital Markets Micro-Term Fixed Income ETF ("Converting ETF #2" and together with Converting ETF #1, the "Converting ETFs"). You represent that the Converting ETFs currently meet the requirements of the class reliefletters for index ETFs. 1 However, as a result ofthe conversion ofthese funds from an index-based to an actively-managed strategy, the Converting ETFs will no longer be able to rely upon these letters for relief from Rule 1Ob-17. Response:
Rule 1Ob-17, with certain exceptions, requires an issuer of a class of publicly traded securities to give notice of certain specified actions (for example; a dividend distribution, stock split, or rights offering) relating to such class ofsecurities in accordance with Rule 1Ob-17(b). On the basis of your representations and the facts presented, and without necessarily concurring in your analysis, particularly that the concerns that the Commission raised in adopting Rule 10b￾17 will generally not be implicated if exemptive relief is granted to the Trust because market participants will receive timely notification of the existence and timing of a pending distribution See, ~, Letter from James A. Brigagliano, Associate Director, Division of Market Regulation, to Benjamin J. Haskin, Esq., Willkie Farr & Gallagher, LLP (Apr. 9,2007).