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 December 16, 2011
Dechert LLP

1095 Avenue ofthe Americas

New York, NY 10036
Re: Claymore Exchange-Traded Fund Trust
File No. TP 11-06
Dear Mr. Senderowicz:
In your letter dated December 16, 2011, as supplemented by conversations with the staff ofthe Division of Trading and Markets ("Division"), Claymore Exchange￾Traded Fund Trust (the "Trust") on behalf of itself, the Wilshire Micro-Cap ETF ("Fund"), any national securities exchange or national securities association on or through which shares issued by the Fund ("Shares") may subsequently trade, and persons or entities engaging in transactions in Shares, requests exemptions from, or interpretive or no-action relief from Rules 1 Ob-17 and 14e-5 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and Rules 101 and 102 of Regulation M in connection with secondary market transactions in Shares and the creation or redemption of Creation Units as discussed in your letter. We have enclosed a photocopy of your 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 currently consists of approximately 29 portfolios, one of which is the Fund. The Fund:s current investment strategy is a representative sampling ofthe Wilshire U.S. Micro-Cap Index ("Index"). While the Fund currently relies upon the Equity ETF Class Letter, the Fund's Advisor seeks to change its portfolio optimization methodology such that the methodology would no longer screen Index constituents for compliance with one ofthe requirements of that letter. Specifically, the new portfolio optimization methodology would not screen Index constituents to ensure that at least 50% of the Fund is comprised of Component Securities that meet the minimum public float and average daily trading volume thresholds under the "actively-traded securities" definition found in Regulation M for excepted securities during each of the previous two months of trading prior to formation ofthe relevant ETF. In your letter, you represent the following:

• Shares ofthe Fund are issued by an open-end management investment company
  that is registered with the Commission;