CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF CLAYMORE EXCHANGE-TRADED FUND TRUST
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF
WHEREAS, this amendment to the Amended and Restated Agreement and Declaration of Trust, dated August 15, 2006 (the “Declaration of Trust”), of Claymore Exchange-Traded Fund Trust, a Delaware statutory trust (the “Trust”), has been approved by at least 80% of the Trustees of the Trust and by a Majority Shareholder Vote (as defined in the Declaration of Trust), in accordance with Section 12.3(b) thereof:
NOW, THEREFORE, the Declaration of Trust is amended as follows:
1. Section 2.1 of the Declaration of Trust is amended and restated in its entirety to read as follows:
2.1 Number and Qualification. Prior to a public offering of Shares there may be a sole Trustee. Thereafter, the number of Trustees shall be determined by a written instrument signed by a majority of the Trustees then in office, provided that the number of Trustees shall be no less than two or more than fifteen. No reduction in the number of Trustees shall have the effect of removing any Trustee from office prior to the expiration of his term. An individual nominated as a Trustee shall be at least 21 years of age and not older than 80 years of age at the time of nomination and not under legal disability. Trustees need not own Shares and may succeed themselves in office.
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IN WITNESS WHEREOF, the undersigned, being at least a majority of the Trustees of the Trust have executed this Certificate of Amendment, to be effective as of the 3rd day of April, 2014.
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