CUSTODY AGREEMENT





         AGREEMENT, dated as of ________________, 200_ between Claymore

Exchange-Traded Fund Trust, a Delaware statutory trust, having its principal

office and place of business at 2455 Corporate West Drive, Lisle, Illinois 60532

(the "Trust"), and The Bank of New York, a New York corporation authorized to do

a banking business having its principal office and place of business at One Wall

Street, New York, New York 10286 ("Custodian").



                              W I T N E S S E T H:



that for and in consideration of the mutual promises hereinafter set forth the

Fund and Custodian agree as follows:



ARTICLE I

                                   DEFINITIONS



         Whenever used in this Agreement, the following words shall have the

meanings set forth below:



         1. "AUTHORIZED PERSON" shall be any person, whether or not an officer

or employee of the Fund, duly authorized by the Fund's board to execute any

Certificate or to give any Oral Instruction with respect to one or more

Accounts, such persons to be designated in a Certificate annexed hereto as

Schedule I hereto or such other Certificate as may be received by Custodian from

time to time.



         2. "BNY AFFILIATE" shall mean any office, branch or subsidiary of The

Bank of New York Company, Inc.



         3. "BOOK-ENTRY SYSTEM" shall mean the Federal Reserve/Treasury

book-entry system for receiving and delivering securities, its successors and

nominees.



         4. "BUSINESS DAY" shall mean any day on which Custodian and relevant

Depositories are open for business.



         5. "CERTIFICATE" shall mean any notice, instruction, or other

instrument in writing, authorized or required by this Agreement to be given to

Custodian, which is actually received by Custodian by letter or facsimile

transmission and signed on behalf of the Fund by an Authorized Person or a

person reasonably believed by Custodian to be an Authorized Person.



         6. "COMPOSITE CURRENCY UNIT" shall mean the Euro or any other composite

currency unit consisting of the aggregate of specified amounts of specified

currencies, as such unit may be constituted from time to time.



{PAGE}



         7. "DEPOSITORY" shall include (a) the Book-Entry System, (b) the

Depository Trust Company, (c) any other clearing agency or securities depository

registered with the Securities and Exchange Commission identified to the Fund

from time to time, and (d) the respective successors and nominees of the

foregoing.



         8. "FOREIGN DEPOSITORY" shall mean (a) Euroclear, (b) Clearstream

Banking, societe anonyme, (c) each Eligible Securities Depository as defined in

Rule 17f-7 under the Investment Company Act of 1940, as amended, identified to

the Fund from time to time, and (d) the respective successors and nominees of

the foregoing.



         9. "INSTRUCTIONS" shall mean communications actually received by

Custodian by S.W.I.F.T., tested telex, letter, facsimile transmission, or other

method or system specified by Custodian as available for use in connection with

the services hereunder.



         10. "ORAL INSTRUCTIONS" shall mean verbal instructions received by

Custodian from an Authorized Person or from a person reasonably believed by

Custodian to be an Authorized Person.



         11. "SERIES" shall mean the various portfolios, if any, of the Fund

listed on Schedule II hereto, and if none are listed references to Series shall

be references to the Fund.



         12. "SECURITIES" shall include, without limitation, any common stock

and other equity securities, bonds, debentures and other debt securities, notes,

mortgages or other obligations, and any instruments representing rights to

receive, purchase, or subscribe for the same, or representing any other rights

or interests therein (whether represented by a certificate or held in a

Depository or by a Subcustodian).



         13. "SUBCUSTODIAN" shall mean a bank (including any branch thereof) or

other financial institution (other than a Foreign Depository) located outside

the U.S. which is utilized by Custodian in connection with the purchase, sale or

custody of Securities hereunder and identified to the Fund from time to time,

and their respective successors and nominees.



         14. "TRANSFER AGENT" shall mean the Bank of New York.



                                   ARTICLE II

                       APPOINTMENT OF CUSTODIAN; ACCOUNTS;

                   REPRESENTATIONS, WARRANTIES, AND COVENANTS



         1. (a) The Fund hereby appoints Custodian as custodian of all

Securities and cash at any time delivered to Custodian during the term of this

Agreement, and authorizes Custodian to hold Securities in registered form in its

name or the name of its nominees. Custodian hereby accepts such appointment and

agrees to establish and maintain one or more securities accounts and cash

accounts for each Series in which Custodian will hold Securities and cash as

provided herein. Custodian shall maintain books and records segregating the

assets of each Series from the assets of any other Series. Such accounts (each,

an "Account"; collectively, the "Accounts") shall be in the name of the Fund.





                                       2

{PAGE}



            (b) Custodian may from time to time establish on its books and

records such sub-accounts within each Account as the Fund and Custodian may

agree upon (each a "Special Account"), and Custodian shall reflect therein such

assets as the Fund may specify in a Certificate or Instructions.



            (c) Custodian may from time to time establish pursuant to a written

agreement with and for the benefit of a broker, dealer, future commission

merchant or other third party identified in a Certificate or Instructions such

accounts on such terms and conditions as the Fund and Custodian shall agree, and

Custodian shall transfer to such account such Securities and money as the Fund

may specify in a Certificate or Instructions.



         2. The Fund hereby represents and warrants, which representations

and warranties shall be continuing and shall be deemed to be reaffirmed upon

each delivery of a Certificate or each giving of Oral Instructions or

Instructions by the Fund, that:



            (a) It is duly organized and existing under the laws of the

jurisdiction of its organization, with full power to carry on its business as

now conducted, to enter into this Agreement, and to perform its obligations

hereunder;



            (b) This Agreement has been duly authorized, executed and delivered

by the Fund, approved by a resolution of its board, constitutes a valid and

legally binding obligation of the Fund, enforceable in accordance with its

terms, and there is no statute, regulation, rule, order or judgment binding on

it, and no provision of its charter or by-laws, nor of any mortgage, indenture,

credit agreement or other contract binding on it or affecting its property,

which would prohibit its execution or performance of this Agreement;



            (c) It is conducting its business in substantial compliance with all

applicable laws and requirements, both state and federal, and has obtained all

regulatory licenses, approvals and consents necessary to carry on its business

as now conducted;



            (d) It will not use the services provided by Custodian hereunder in

any manner that is, or will result in, a violation of any law, rule or

regulation applicable to the Fund;



            (e) Its board or its foreign custody manager, as defined in Rule

17f-5 under the Investment Company Act of 1940, as amended (the "`40 Act"), has

determined that use of each Subcustodian (including any Replacement Custodian)

which Custodian is authorized to utilize in accordance with Section 1(a) of

Article III hereof satisfies the applicable requirements of the `40 Act and Rule

17f-5 thereunder;



            (f) The Fund or its investment adviser has determined that the

custody arrangements of each Foreign Depository provide reasonable safeguards

against the custody risks associated with maintaining assets with such Foreign

Depository within the meaning of Rule 17f-7 under the `40 Act;



            (g) It is fully informed of the protections and risks associated

with various methods of transmitting Instructions and Oral Instructions and

delivering Certificates to Custodian, shall, and shall cause each Authorized

Person, to safeguard and treat with extreme





                                       3

{PAGE}



care any user and authorization codes, passwords and/or authentication keys,

understands that there may be more secure methods of transmitting or delivering

the same than the methods selected by the Fund, agrees that the security

procedures (if any) to be followed in connection therewith provide a

commercially reasonable degree of protection in light of its particular needs

and circumstances, and acknowledges and agrees that Instructions need not be

reviewed by Custodian, may conclusively be presumed by Custodian to have been

given by person(s) duly authorized, and may be acted upon as given;



            (h) It shall manage its borrowings, including, without limitation,

any advance or overdraft (including any day-light overdraft) in the Accounts, so

that the aggregate of its total borrowings for each Series does not exceed the

amount such Series is permitted to borrow under the `40 Act;



            (i) Its transmission or giving of, and Custodian acting upon and in

reliance on, Certificates, Instructions, or Oral Instructions pursuant to this

Agreement shall at all times comply with the `40 Act;



            (j) It shall impose and maintain restrictions on the destinations to

which cash may be disbursed by Instructions to ensure that each disbursement is

for a proper purpose; and



            (k) It has the right to make the pledge and grant the security

interest and security entitlement to Custodian contained in Section 1 of Article

V hereof, free of any right of redemption or prior claim of any other person or

entity, such pledge and such grants shall have a first priority subject to no

setoffs, counterclaims, or other liens or grants prior to or on a parity

therewith, and it shall take such additional steps as Custodian may require to

assure such priority.



         3. The Fund hereby covenants that it shall from time to time

complete and execute and deliver to Custodian upon Custodian's request a Form FR

U-1 (or successor form) whenever the Fund borrows from Custodian any money to be

used for the purchase or carrying of margin stock as defined in Federal Reserve

Regulation U.



ARTICLE III

                          CUSTODY AND RELATED SERVICES



         1. (a) Subject to the terms hereof, the Fund hereby authorizes

Custodian to hold any Securities received by it from time to time for the Fund's

account. Custodian shall be entitled to utilize, subject to subsection (c) of

this Section 1, Depositories, Subcustodians, and, subject to subsection (d) of

this Section 1, Foreign Depositories, to the extent possible in connection with

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC