SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT is entered into as of the 27th day of May,
2005, between Claymore 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) 1,675 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 $50,250.00 and (ii) 1,675
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 $50,250.00 (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 $100,500.00.
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 TRUST
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Legal and Executive
Officer
CLAYMORE SECURITIES, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Managing Director and
General Counsel
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