AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 1, 2009
1933 ACT FILE NO. 333-161550
1940 ACT FILE NO. 811 - 03763
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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REGISTRATION STATEMENT ON
FORM S-6
AMENDMENT NO. 1
------------------------
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2
A. EXACT NAME OF TRUST: CLAYMORE SECURITIES DEFINED PORTFOLIOS,
SERIES 626
B. NAME OF DEPOSITOR: CLAYMORE SECURITIES, INC.
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
Claymore Securities, Inc.
2455 Corporate West Drive
Lisle, Illinois 60532
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
Copies to:
KEVIN ROBINSON, ESQ. ERIC F. FESS
Senior Managing Director, General Chapman and Cutler LLP
Counsel and Secretary 111 West Monroe Street
Claymore Securities, Inc. Chicago, Illinois 60603
2455 Corporate West Drive (312) 845-3000
Lisle, Illinois 60532
(630) 505-3736
It is proposed that this filing will become effective (check appropriate box)
/ / immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/ / on (date) pursuant to paragraph (a) of rule 485 or 486
/ / This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
E. TITLE OF SECURITIES BEING REGISTERED: Units of fractional undivided
beneficial interest.
F. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC: As soon as practicable
after the effective date of the Registration Statement.
/ / Check box if it is proposed that this filing will become effective on
(date) at (time) pursuant to Rule 487.
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The registration hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
Preliminary Prospectus Dated September 1, 2009,
Subject to Completion
Claymore Securities Defined Portfolios, Series 626
Claymore/Guggenheim Intermediate Investment-Grade
Corporate Trust, Series 9
[Claymore logo]
[Guggenheim logo]
A portfolio of investment-grade corporate bonds
selected by Claymore Securities, Inc.
Prospectus
Dated ______ , 2009
The Securities and Exchange Commission has not
approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
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INVESTMENT SUMMARY
Use this Investment Summary to help you decide whether an investment in
this trust is right for you. More detailed information can be found later in
this prospectus.
Overview
Claymore Securities Defined Portfolio, Series 626, is a unit investment
trust that consists of Claymore/Guggenheim Intermediate Investment-Grade
Corporate Trust, Series 9 (the "trust"). Claymore Securities, Inc. ("Claymore"
or the "sponsor") serves as the sponsor of the trust.
The trust is scheduled to terminate in approximately ___ years.
Investment Objective
The trust seeks to provide a high level of current income and to preserve
capital by investing in a portfolio primarily consisting of investment-grade
corporate bonds.
Principal Investment Strategy
The trust will invest in a portfolio of corporate bonds. The sponsor will
select bonds that it believes have the best chance to meet the trust's
investment objective over its life.
The portfolio of the trust consists of corporate debt obligations which may
include U.S. government bonds, corporate bonds, mortgage- and asset-backed
securities, loan participations and corporate instruments. All of the corporate
bonds held in the trust will be rated investment-grade quality, as of the
trust's initial date of deposit (the "Inception Date"), by at least one of the
following ratings agencies: Standard & Poor's, a division of The McGraw-Hill
Companies, Inc. ("Standard & Poor's"), or Moody's Investors Service ("Moody's").
Such rating relates to the underlying bonds and not the trust. Investment-grade
bonds are bonds that are rated at least in the category of BBB by Standard &
Poor's or Baa by Moody's. A rating in the category of BBB or Baa is the lowest
possible investment-grade rating. See "Description of Bond Ratings" for details.
Certain bonds in the trust may be covered by insurance policies obtained
from corporate bond insurers identified in "Trust Portfolio," which guarantee
payment of principal and interest on the bonds when due. As a result of such
insurance, the insured bonds may receive ratings that reflect the
creditworthiness of the bond insurer. Please note that the insurance relates
only to the insured bonds in the trust and not to the units or the market value
of the bonds or of the units.
The trust intends to pay interest distributions each month and expects to
prorate the interest distributed on an annual basis; see "Distributions." The
record dates and distribution dates for principal and interest distributions are
the 15th and 25th of each month, respectively. Furthermore, investors may
receive principal distributions from bonds being called or sold prior to their
maturity or as bonds mature.
The sponsor has selected Guggenheim Partners Asset Management, Inc.
("GPAM"), a wholly-owned subsidiary of Guggenheim Partners, LLC, to serve as the
trust's portfolio consultant. The portfolio consultant is responsible for
assisting the sponsor with the selection of the trust's portfolio.
Bond Selection
The sponsor considered the following factors, among others, in selecting
the bonds:
o The bonds must be rated as investment-grade or above by at least one
of the rating agencies (BBB- or above by Standard & Poor's or Baa3 or
above by Moody's);
o The price of the bonds relative to other bonds with comparable
characteristics;
o The diversification of bonds with respect to the issuer with no one
issuer comprising more than 20% of the final portfolio;
o Attractiveness of the interest payments relative to bonds with similar
characteristics; and
o The potential for early return of principal or any event risk which
could have a negative impact on the price of the bonds.
Guggenheim Partners
Asset Management, Inc. (GPAM)
Guggenheim Partners Asset Management, Inc., is a wholly-owned subsidiary of
Guggenheim Partners, LLC, which offers financial services expertise within its
asset management, investment advisory, capital markets, institutional finance
and merchant banking business lines. Clients consist of an elite mix of
individuals, family offices, endowments, foundations, insurance companies,
pension plans and other institutions that together have entrusted the firm with
supervision of more than $100 billion in assets. A global diversified financial
services firm, Guggenheim Partners, LLC office locations include New York,
Chicago, Los Angeles, Miami, Boston, Philadelphia, St. Louis, Houston, London,
Dublin, Geneva, Hong Kong, Singapore, Mumbai and Dubai.
Future Trusts
The sponsor intends to create future trusts that follow the same investment
strategy. If these future trusts are available, you may be able to reinvest into
one of the trusts at a reduced sales charge. Each trust is designed to be part
of a longer term strategy.
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Essential Information
(as of the Inception Date)
Inception Date
(Initial Date of Deposit) ______ , 2009
First Settlement Date _____ , 2009
Unit Price $_____
Mandatory
Termination Date _____
Distribution Date 25th day of each month
(commencing September 25, 2009, if any)
Record Date 15th day of each month
(commencing September 15, 2009, if any)
Evaluation Time As of the close of trading of
the New York Stock Exchange
(normally 4:00 p.m. Eastern Time).
(However, on the first day units are
sold the Evaluation Time will be as
of the close of trading on the New
York Stock Exchange or the time the
registration statement filed with the
Securities and Exchange Commission
becomes effective, if later.)
CUSIP Numbers
Cash Distributions
Standard Accounts 18387F705
Fee Account Cash 18387F713
Ticker CGIIIX
Dollar Weighted Average Maturity
of Bonds in the Trust _____ years
Minimum Principal Distributions $1.00 per unit
Minimum Par Value of the Bonds
in the Trust under which the
Trust Agreement may be
Terminated $200 per unit
Essential Information - continued
(as of the Inception Date)
Types of Bonds
Approximate
Type of Issuer/Sectors Portfolio Percentage*
---------------------- ---------------------
------
Total 100.00%
------
Bond Ratings
Approximate
Standard & Poor's Portfolio Percentage*
----------------- ---------------------
AA- %
A+
A
A-
BBB+
BBB
BBB-
------
Total 100.00%
------
Approximate
Moody's Portfolio Percentage*
----------------- ---------------------
A1 %
A2
A3
Baa1
Baa2
Baa3
------
Total 100.00%
------
Minimum Investment
All accounts 1 unit
*Based upon market value.
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Claymore/Guggenheim Intermediate Investment-Grade Corporate Trust, Series 9
SUMMARY OF ESSENTIAL FINANCIAL INFORMATION
As of the Inception Date, ______ , 2009
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Principal Amount of Bonds in Trust(1): $
Number of Units:
Fractional Undivided Interest in Trust per Unit:
Principal Amount of Bonds per Unit(1): $
Public Offering Price:
Aggregate Offering Price of Bonds in the Portfolio: $
Aggregate Offering Price of Bonds per Unit: $
Organization Costs per Unit(2): $
Licensing Fee per Unit(2): $
Sales Charge of $39.50 per unit (3.95% of Public Offering Price): $
Public Offering Price per Unit: $
-----------
Redemption Price per Unit(3): $
Excess of Public Offering Price Over Redemption Price per Unit: $
Estimated Annual Interest Income per Unit
(includes cash income accrual only): $
Less Estimated Annual Expenses per Unit: $
-----------
Estimated Net Annual Interest Income per Unit(4): $
===========
Estimated Daily Rate of Net Interest Accrual per Unit(5): $
Estimated Current Return Based on Public Offering Price
(includes cash income accrual only)(6): %
Estimated Long-Term Return(6): %
Estimated Interest Distributions per Unit(7):
o Date of First Distribution: September 25, 2009
o Amount of First Distribution: $
o Record Date of First Distribution: September 15, 2009
o Date of Regular Distribution: 25th of each Month
o Amount of Regular Distribution: $
o Record Date of Regular Distribution: 15th of each Month
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(1) Represents the principal amount of the underlying bonds held in the trust
as of the Inception Date and does not take into account the impact of the
sale of bonds to pay the deferred sales charge or any expenses of the
trust. Bonds will be sold to pay the deferred sales charges, to meet
redemptions, to pay expenses and in other limited circumstances. The sale
of bonds will affect the principal amount of bonds included in the trust
and the principal amount of bonds per unit. Units of the trust, when
redeemed or upon termination, may be worth more or less than their original
cost and there can be no assurance that a unitholder will receive the
principal amount of bonds at any particular point in time.
(2) During the initial offering period, a portion of the Public Offering Price
represents an amount of cash deposited to pay all or a portion of the costs
of organizing the trust, including the licensing fee paid by the trust.
(3) Based solely upon the bid prices of the bonds. Upon tender for redemption,
the price to be paid will include accrued interest as described in "How to
Sell Your Units--Redemption--Computation of Redemption Price per Unit."
(4) Estimated Net Annual Interest Income per Unit will vary with changes in
fees and expenses of the trustee and the evaluator and with principal
prepayment, redemption, maturity, exchange or sale of bonds. The Estimated
Net Annual Interest Inome per Unit also assumes the sale of securities as
needed to allow the trust to pay the deferred sales charge.
(5) Estimated Daily Rate of Net Interest Accrual per Unit is calculated as of
the Inception Date and does not take into account the sale of trust
securities necessary to pay the deferred sales fee.
(6) See "Estimated Current Return and Estimated Long-Term Return to
Unitholders" for an explanation of estimated current return and estimated
long-term return.
(7) Distributions, if any, will be made monthly commencing September 25, 2009.
The amount of distributions of the trust may be lower or greater than the
above stated amounts due to certain factors that may include, but are not
limited to, changes in distributions paid by issuers, deduction of trust
expenses or the sale or maturity of trust securities in the portfolio. In
particular, trust securities will be sold to pay the deferred sales fee and
under other circumstances. Fees and expenses of the trust may vary as a
result of a variety of factors including the trust's size, redemption
activity, brokerage and other transaction costs and extraordinary expenses.
Principal Risks
As with all investments, you may lose some or all of your investment in the
trust. No assurance can be given that the trust's investment objective will be
achieved. The trust also might not perform as well as you expect. This can
happen for reasons such as these:
o Corporate bonds are fixed rate debt obligations that generally decline
in value with increases in interest rates. Foreign and U.S. interest
rates may rise or fall by differing amounts and, as a result, the
trust's investment in foreign securities may expose the trust to
additional risks. Generally, bonds with longer periods before maturity
are more sensitive to interest rate changes.
o Corporate bonds are subject to credit risk in that an issuer of a bond
may be unable to make interest and principal payments when due. In
general, lower rated bonds carry greater credit risk.
o The sponsor does not actively manage the portfolio. Because the
portfolio is fixed and not managed, in general, the sponsor only sells
bonds at the trust's termination or in order to meet redemptions, for
tax purposes, for credit issues or to pay sales charges and expenses.
As a result, the price at which a bond is sold may not be the highest
price the trust could have received during the life of the trust. Units
of the trust are not deposits of any bank and are not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.
o No assurance can be given that the trust's investment objective will be
achieved. This objective is subject to the continuing ability of the
respective issuers of the bonds to meet their obligations.
o The trust is subject to market risk. Market value fluctuates in
response to various factors. These can include changes in interest
rates, inflation, the financial condition of a bonds' issuer,
perceptions of the issuer, ratings on a bond, or political or economic
events affecting the issuer.
o Due to the current state of the economy, the value of the bonds held by
the trust may be subject to steep declines or increased volatility due
to changes in performance or perception of the issuers, market factors
or economic factors. In the last year, economic activity has declined
across all sectors of the economy, and the United States is
experiencing increased unemployment. The current economic crisis has
affected the global economy with European and Asian markets also
suffering historic losses. Extraordinary steps have been taken by the
governments of several leading economic countries to combat the
economic crisis; however, the impact of these measures is not yet known
and cannot be predicted.
o An issuer or an insurer of the bonds may be unwilling or unable to make
principal payments and/or to declare distributions in the future, may
call a security before its stated maturity, or may reduce the level of
distributions declared. In addition, there is no guarantee that the
issuers will be able to satisfy their interest or principal payment
obligations to the trust over the life of the trust. This may result in
a reduction in the value of your units.
o The financial condition of an issuer or an insurer of the bonds may
worsen or its credit ratings may drop, resulting in a reduction in the
value of your units. This may occur at any point in time, including
during the primary offering period.
o The income generated by the trust may be reduced over time in response
to bond sales, changes in distributions paid by issuers, unit
redemptions and expenses.
o The trust will invest in foreign securities. The trust's investment in
foreign securities presents additional risk. Foreign risk is the risk
that foreign securities will be more volatile than U.S. securities due
to such factors as adverse economic, currency, political, social or
regulatory developments in a country, including government seizure of
assets, excessive taxation, limitations on the use or transfer of
assets, the lack of liquidity or regulatory controls with respect to
certain industries or differing legal and/or accounting standards.
o Certain corporate bonds may be rated as investment-grade by only one
rating agency. As a result, such split-rated securities may have more
speculative characteristics and are subject to a greater risk of
default than securities rated as investment-grade by both Standard &
Poor's and Moody's.
o The trust may sell bonds to meet redemptions, pay deferred sales
charges and expenses, for credit issues and in other circumstances.
Accordingly, the size, diversity, composition, returns and income
generated by the trust may be adversely affected. In addition, such
sales of bonds may be at a loss. If such sales are substantial enough,
provisions of the trust's indenture could cause a complete and
unexpected liquidation of the trust before its scheduled maturity,
resulting in unanticipated losses for investors.
o Certain of the bonds included in the trust may be original issue
discount bonds or "zero coupon" bonds, as noted in "Trust Portfolio."
These bonds may be subject to greater price fluctuations with changing
interest rates and contain additional risks.
o Inflation may lead to a decrease in the value of assets or income from
investments.
See "Investment Risks" for additional information.
Taxes
Distributions from the trust are generally subject to federal income taxes
for U.S. investors. The distributions may also be subject to state and local
taxes.
For non-resident aliens, certain income from the trust will be exempt from
withholding for U.S. federal income tax, provided certain conditions are met.
Consult your tax advisor with respect to the conditions that must be met in
order to be exempt for U.S. tax purposes.
See "Tax Status" for further tax information.
Distributions
Holders of units will receive interest payments from the trust each month.
The trust prorates the interest distributed on an annual basis. Annual interest
distributions are expected to vary from year to year. Furthermore, investors may
receive principal distributions from bonds being called or sold prior to their
maturity or as bonds mature.
Each unit of the trust at the Inception Date represents the fractional
undivided interest in the principal amount of underlying bonds set forth in the
"Trust Portfolio" and net income of the trust.
Market for Units
The sponsor currently intends to repurchase units from unitholders who want
to redeem their units. These redemptions will generally be at prices based upon
the aggregate bid price of the underlying bonds, however, a unitholder will pay
any remaining deferred sales charges upon the sale or redemption of units. The
sponsor is not obligated to maintain a market and may stop doing so without
prior notice for any business reason. If the sponsor stops repurchasing units, a
unitholder may dispose of its units by redemption through The Bank of New York
Mellon, which serves as the trustee of the trust (the "trustee"). The price
received from the trustee by the unitholder for units being redeemed is
generally based upon the aggregate bid price of the underlying bonds.
Unitholders will be assessed any remaining deferred sales charges upon the sale
or redemption of units.
Until six months after the Inception Date or the end of the initial
offering period, at the discretion of the sponsor, the price at which the
trustee will redeem units and the price at which the sponsor may repurchase
units generally includes estimated organization costs. After such period, the
amount paid will not include such estimated organization costs.
Who Should Invest
You should consider this investment if:
o You want to own a defined portfolio of investment-grade corporate
bonds;
o The trust is part of a longer-term investment strategy; and
o You are seeking capital preservation.
You should not consider this investment if:
o You are uncomfortable with the risks associated with a defined
portfolio of investment-grade corporate bonds; or
o You are uncomfortable with the risks of an unmanaged investment in
securities.
Fees and Expenses
The amounts below are estimates of the direct and indirect expenses that
you may incur for primary market purchases based on a $1,000 unit price. Actual
expenses may vary.
Percentage
of Public
Offering Amount
Investor Fees Price (1) Per Unit
- ------------ --------- ---------
Initial sales fee
paid on purchase 0.00% $ 0.00
Deferred sales fee (1)(2) 3.95 39.50
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Maximum sales fee (1) 3.95% $39.50
===== ======
Estimated organization costs
and licensing fee (3) $
=====
Approximate
Annual Fund % of Public
Operating Offering Amount
Expenses Price (4) Per Unit
- ------------ --------- ---------
Trustee's fee (5)(6) 0.095% $0.95
Sponsor's supervisory fee (4) 0.030 0.30
Evaluator's fee (5) 0.035 0.35
Bookkeeping and
administrative fee (5) 0.035 0.35
Estimated other trust
operating expenses (7)
------ ------
Total %
====== ======
(1) The deferred sales fee is a fixed dollar amount equaling $39.50 per unit.
Because of this, the maximum sales fee, as a percentage of the Public
Offering Price, will vary with changes in the Public Offering Price.
Assuming a Public Offering Price of $1,000 per unit, the maximum sales fee
will be 3.95% of the Public Offering Price per unit. If the price you pay
for your units exceeds $1,000 per unit, the maximum sales fee will be less
than 3.95% of the Public Offering Price. However, if the price you pay for
your units is less than $1,000 per unit, the maximum sales fee will not
exceed 3.95% of the Public Offering Price.
(2) The deferred sales fee will be deducted in four monthly installments
commencing January 2010 and ending April 2010 ($ _____ on the last business
day of each month). If units are redeemed prior to the deferred sales
charge period, the entire deferred sales fee will be collected. If you
purchase units in the secondary market, your maximum sales fee will be
3.95% of the Public Offering Price and may consist of an initial sales fee
and the amount of any remaining deferred sales charge payments. The initial
sales fee, which you will pay at the time of purchase, is equal to the
difference between 3.95% of the Public Offering Price and the maximum
remaining deferred sales fee. If you purchase units after the last deferred
sales charge payment has been assessed, your maximum sales fee will consist
of a one-time sales charge of 3.95% of the Public Offering Price per unit.
(3) The estimated organization costs include the amount per unit paid by the
trust at the end of the initial offering period or after six months, at the
discretion of the sponsor. Organization costs include the portfolio
consulting fee paid to GPAM for its assistance with the trust's portfolio.
A licensing fee is paid to GPAM for the use of intellectual property owned
by GPAM.
(4) Based on a unit with a $1,000 per unit Public Offering Price as of the
Inception Date.
(5) The trustee's fees and the sponsor's evaluation fee are based on the
principal amount of the bonds in the trust on a monthly basis. Because such
fees are based on the principal amount of the bonds in the trust, rather
than the trust's net asset value, the fees will represent a greater
percentage of the trust's net asset value if the bonds in the trust, on
average, are valued below par. The sponsor's supervisory fee and the
bookkeeping and administrative fee are based on the largest number of units
in the trust at any time during that period. Because these fees are based
on the largest number of units during a particular period, these fees will
represent a greater percentage of the trust's net asset value as the number
of units decrease during that period. The sponsor serves as the evaluator.
(6) During the first year the trustee may reduce its fee by a nominal amount
that relates to the estimated interest to be earned prior to the expected
delivery dates for the "when, as and if issued" or "delayed delivery"
bonds. Should the interest exceed this amount, the trustee will reduce its
fee up to its annual fee. After the first year, the trustee's fee will be
the amount indicated above. Estimated net interest income will remain as
shown.
(7) The estimated trust operating expenses are based upon an estimated trust
size of approximately $___ million. Because certain of the operating
expenses are fixed amounts, if the trust does not reach such estimated size
or falls below the estimated size over its life, the actual amount of the
operating expenses may, in some cases greatly exceed the amounts reflected.
Estimated other trust operating expenses does not include brokerage
commissions and other transactional fees.
Example
This example helps you compare the costs of this trust with other unit
trusts and mutual funds. In the example we assume that the expenses do not
change and the trust's annual return is 5%. Your actual returns and expenses
will vary. Based on these assumptions, you would pay these expenses for every
$10,000 you invest:
1 year $
3 years
5 years
10 years
These amounts are the same regardless of whether you sell your investment
at the end of a period or continue to hold your investment. The example does not
consider any transaction fees paid by the trust or that broker-dealers may
charge for processing redemption requests.
Trust Portfolio
Claymore Securities Defined Portfolios, Series 626
Claymore/Guggenheim Intermediate Investment-Grade Corporate Trust, Series 9
As of the Inception Date, ______ , 2009
- --------------------------------------------------------------------------------------------------------------------------
1st Optional
Aggregate Redemption Cost To
Principal Company Name (1) Provisions (2) Moody's (3) S&P (3) Portfolio (4)(5)(6)
- --------------------------------------------------------------------------------------------------------------------------
Consumer Discretionary (__%)
Comcast Corporation 5.700% Due 07/01/2019 Baa1 BBB+
Staples, Inc. 9.750% Due 01/15/2014 Baa2 BBB
Thomson Reuters Corporation 6.500% Due 07/15/2018 Baa1 A-
Time Warner Cable, Inc. 8.750% Due 02/14/2019 Baa2 BBB
Viacom, Inc. 5.625% Due 9/15/2019 Baa3 BBB
Washington Post Company 7.250% Due 02/01/2019 A1 A+
Consumer Staples (__%)
Altria Group, Inc. 9.250% Due 08/06/2019 Baa1 BBB
Energy (__%)
Energy Transfer Partners 9.700% Due 03/15/2019
Marathon Oil Corporation 7.500% Due 02/15/2019 Baa1 BBB+
Valero Energy Corporation 9.375% Due 03/15/2019 Baa2 BBB
Financials (__%)
Bank of America Corporation 5.750% Due 12/01/2017 A1 A+
Citigroup, Inc. 6.125% Due 05/15/2018 A3 A
Fifth Third Bancorp 5.450% Due 01/15/2017 Baa2 BBB-
Health Care (__%)
Amgen, Inc. 5.700% Due 02/01/2019 A3 A+
WellPoint, Inc. 5.875% Due 06/15/2017 Baa1 A-
Industrials (__%)
Waste Management, Inc. 7.375% Due 03/11/2019 Baa3 BBB
Information Technology (__%)
Dell, Inc. 5.650% Due 04/15/2018 A2 A-
Fiserv, Inc. 6.800% Due 11/20/2017 Baa2 BBB
Nokia Corporation 5.375% Due 05/15/2019 + A1 A
Western Union Company 5.930% Due 10/01/2016 A3 A-
Materials (__%)
Barrick Gold Corporation 6.950% Due 04/01/2019 + Baa1 A-
Telecommunication Services (__%)
AT&T, Inc. 5.800% Due 02/15/2019 A2 A
Verizon Communications, Inc. 6.350% Due 04/01/2019 A3 A
Utilities (__%)
Cleveland Electric Illuminating Company
5.700% Due 04/01/2017 Baa3 BBB
Consolidated Edison Company of New York, Inc.
7.125% Due 12/01/2018 A3 A-
- ----------- -----------
$ $
=========== ===========
(1) Bonds of these issuers are all represented by contracts to purchase bonds.
All contracts to purchase the bonds were entered into on _____ , 2009
through _____ , 2009. All contracts are expected to be settled prior to or
on ______ , 2009.
(2) If applicable, this heading shows the year in which each issue of bonds is
initially redeemable and the redemption price for that year unless
otherwise indicated. Each such issue generally continues to be redeemable
at declining prices thereafter, but not below par. "S.F." indicates a
sinking fund has been or will be established with respect to an issue of
bonds. In addition, certain bonds in the trust may be redeemed in whole or
in part other than by operation of the stated optional call or sinking fund
provisions under certain unusual or extraordinary circumstances specified
in the instruments setting forth the terms and provisions of such bonds. A
sinking fund is a reserve fund accumulated over a period of time for the
retirement of debt. A sinking fund may be estimated based upon various
factors or may be mandatory.
Redemption pursuant to call provisions generally will, and redemption
pursuant to sinking fund provisions may, occur at times when the redeemed
bonds have an offering side valuation which represents a premium over par.
To the extent that the bonds were deposited in the trust at a price higher
than the price at which they are redeemed, this will represent a loss of
capital when compared with the original Public Offering Price of the units.
Conversely, to the extent that the bonds were acquired at a price lower
than the redemption price, this will represent an increase in capital when
compared with the original Public Offering Price of the units.
Distributions generally will be reduced by the amount of the income which
would otherwise have been paid with respect to redeemed bonds and there
will be distributed to unitholders the principal amount and any premium
received on such redemption. The estimated current return in this event may
be affected by such redemptions. The tax effect on unitholders of such
redemptions and resultant distributions is described in the section
entitled "Tax Status."
(3) The Standard & Poor's and Moody's corporate or municipal bond ratings are a
current assessment of the creditworthiness of an obligor with respect to a
specific obligation. This assessment of creditworthiness may take into
consideration obligors such as guarantors, insurers or lessees. The bond
rating is not a recommendation to purchase, sell or hold a bond, inasmuch
as it does not comment as to market price or suitability for a particular
investor. A brief description of the rating symbols and their meanings is
set forth under "Description of Bond Ratings."
(4) See Note (1) to "Statement of Financial Condition" regarding cost of bonds.
The sponsor is responsible for initially acquiring the bonds that it
selects for the trust and will deliver the bonds or arrange for the
delivery of the bonds to the trust on the Inception Date at a price
determined by the evaluator based upon prices provided by Standard & Poor's
Securities Evaluations, an independent, industry-recognized corporate bond
pricing service. The sponsor may acquire bonds from Guggenheim Capital
Markets, LLC, a wholly-owned subsidiary of Guggenheim Partners, LLC and the
trust's portfolio consultant, GPAM, who may accumulate such bonds at the
request of the sponsor. Standard & Poor's Securities Evaluations will
provide the sponsor with an "offered side"quotation for the bonds, on the
trust's Inception Date. The offering prices are greater than the current
bid prices of the bonds which are the basis on which redemption price per
unit is determined for purposes of redemption of units (see the first
paragraphs under "Public Offering--Offering Price" and "How to Sell Your
Units--Redemption--Computation of Redemption Price Per Unit"). Other
information regarding the bonds is as follows:
Cost to Sponsor Profit (Loss) to Sponsor
(on the deposit (on the deposit
of the bonds) of the bonds)
---------------- ----------------
$ $
(5) Estimated annual interest income to the trust is $______ .
(6) In accordance with Statement of Financial Accounting Standards No. 157,
"Fair Value Measurements" ("FAS 157"), fair value is defined as the price
that the trust would receive upon selling an investment in a orderly
transaction to an independent buyer in the principal or most advantageous
market of the investment. FAS 157 established a three-tier hierarchy to
maximize the use of the observable market data and minimize the use of
unobservable inputs and to establish classification of the fair value
measurements for disclosure purposes. Inputs refer broadly to the
assumptions that market participants would use in pricing the asset or
liability, including the technique or pricing model used to measure fair
value and the risk inherent in the inputs to the valuation technique.
Inputs may be observable or unobservable. Observable inputs are inputs that
reflect the assumptions market participants would use in pricing the asset
or liability, developed based on market data obtained from sources
independent of the reporting entity. Unobservable inputs are inputs that
reflect the reporting entity's own assumptions about the assumptions market
participants would use in pricing the asset or liability, developed based
on the best information available in the circumstances. The three-tier
hierarchy of inputs is summarized in the three broad levels. Level 1 which
represents quoted prices in active markets for identical investments. Level
2 which represents fair value based on other significant observable inputs
(including quoted prices for similar investments, interest rates,
prepayment speeds, credit risks, etc.). Level 3 which represents fair value
based on significant unobservable inputs (including the trust's own
assumptions in determining the fair value of investments). At the Inception
Date, all of the trust's investments are classified as Level 2 as the
securities are transacted through a dealer network.
+ Foreign security.
================================================================================
UNDERSTANDING YOUR INVESTMENT
The Trust
Organization. The trust is one of a series of similar but separate unit
investment trusts created under the laws of the State of New York by a Trust
Indenture and Agreement (the "Trust Agreement"). The Trust Agreement is dated as
of the Inception Date and is between Claymore Securities, Inc. as sponsor and as
evaluator ("evaluator") and The Bank of New York Mellon, as trustee. The
evaluator determines the value of the bonds held in the trust generally based
upon prices provided by a pricing service. On the Inception Date, the sponsor
deposited bonds, contracts and/or funds (represented by cash or a certified
check(s) and/or an irrevocable letter(s) of credit issued by a major commercial
bank) for the purchase of certain interest-bearing obligations. After the
deposit of the bonds and the creation of the trust, the trustee delivered to the
sponsor the units (the "units") comprising the ownership of the trust. These
units are now being offered pursuant to this prospectus.
Units. Each unit represents the fractional undivided interest in the
principal and net income of the trust. If any units of the trust are redeemed
after the Inception Date, the fractional undivided interest in the trust
represented by each unredeemed unit will increase. Units will remain outstanding
until redeemed or until the termination of the Trust Agreement for the related
trust.
Public Offering
Offering Price. The sponsor will serve as the trust's principal
underwriter. The price of the units of the trust as of the Inception Date was
determined by adding to the evaluator's determination of the aggregate offering
price of the bonds per unit, based upon prices provided by Standard & Poor's
Securities Evaluations, cash and other net assets in the portfolio and a pro
rata portion of estimated organization costs and licensing fees. Included within
the Public Offering Price is also a sales charge. During the initial public
offering period, for sales of at least $100,000 or 100 units investors will be
entitled to a volume discount from the sales charge as described below. For
units purchased during the initial offering period, the sales charge will be
deferred. For purchases settling after the First Settlement Date, a
proportionate share of accrued and undistributed interest on the bonds at the
date of delivery of the units to the purchaser is also added to the Public
Offering Price. However, after the initial offering period or six months after
the Inception Date, at the discretion of the sponsor, the Public Offering Price
of the units will not include a pro rata portion of estimated organizational
costs.
During the initial offering period the aggregate offering price of the
bonds in the trust is determined by the evaluator. To determine such prices, the
evaluator utilizes prices received from Standard & Poor's Securities
Evaluations. Standard & Poor's Securities Evaluations determines such offering
prices (1) on the basis of current offering prices for the bonds, (2) if
offering prices are not available for any bonds, on the basis of current
offering prices for comparable bonds, (3) by making an appraisal of the value of
the bonds on the basis of offering prices in the market, or (4) by any
combination of the above. On or after the Inception Date, such determinations
are made each business day during the initial public offering period as of the
Evaluation Time set forth in "Essential Information," effective for all sales
made subsequent to the last preceding determination. For information relating to
the calculation of the redemption price, which is based upon the aggregate bid
price of the underlying bonds and which is expected to be less than the
aggregate offering price, see "How to Sell Your Units--Redemption."
Organization Costs. During the initial offering period, part of your
purchase price includes a per unit amount sufficient to reimburse us for some or
all of the costs of creating your trust. These costs include the costs of
preparing the registration statement and legal documents, legal fees, federal
and state registration fees, the portfolio consulting fee, and the initial fees
and expenses of the trustee. Cash has been deposited in the trust for purposes
of the payment of organization costs and licensing fees. However, the trust may
need to sell securities to reimburse the sponsor for these costs at the end of
the initial offering period or after six months, at the discretion of the
sponsor. Organization costs will not exceed the estimate set forth under "Fees
and Expenses."
Deferred Sales Fee. You pay a sales fee when you buy units. In the primary
market, the transactional sales fee for the trust typically has only a deferred
component and is a fixed-dollar amount of $39.50 per unit which, as a percentage
of the Public Offering Price, will vary over time. At a Public Offering Price of
$1,000 per unit, the deferred sales fee will be 3.95% of the Public Offering
Price per unit. If the price you pay for your units exceeds $1,000 per unit, the
deferred sales fee will be less than 3.95%. However, if the price you pay for
your units is less than $1,000 per unit, the deferred sales fee will not exceed
3.95%. You pay any remaining deferred sales fee when you sell or redeem units.
The trust may sell securities to meet the trust's obligations with respect to
the deferred sales fee. Thus, no assurance can be given that the trust will
retain for any length of time its present size and composition.
Initial Sales Fee. Typically, the trust does not charge an initial sales
fee. However, if you purchase units of the trust in the secondary market, your
maximum sales fee will be 3.95% of the Public Offering Price per unit and may
consist of an initial sales fee and the amount of any remaining deferred sales
charge payments. The initial sales fee, which you will pay at the time of
purchase, is equal to the difference between 3.95% of the Public Offering Price
per unit and the remaining deferred sales fee. If you purchase units after the
last deferred sales charge payment has been assessed, your maximum sales fee
will consist of a one-time sales fee of 3.95% of the Public Offering Price per
unit.
Reducing Your Sales Fee. We offer a variety of ways for you to reduce the
maximum sales fee you pay. It is your financial professional's responsibility to
alert us of any discount when you order units. Since the deferred sales fee is a
fixed dollar amount per unit, your trust must charge the deferred sales fee per
unit regardless of any discounts. However, when you purchase units of your
trust, if you are eligible to receive a discount such that your total maximum
sales fee is less than the fixed dollar amount of the deferred sales fee the
sponsor will credit you the difference between your maximum sales fee and the
deferred sales fee at the time you buy units by providing you with additional
units.
Large Purchases. During the primary offering period, you can reduce your
maximum sales fee by increasing the size of your investment.
Investors who make large purchases during the primary offering period are
entitled to the following sales charge reductions:
Sales Charge
Reductions
Purchase Amount (Per Unit)
--------------- ------------
$99,999 or less $ 0.00
$100,000 - $249,999 2.50
$250,000 - $499,999 5.00
$500,000 - $999,999 8.00
$1,000,000 - $2,999,999 10.00
$3,000,000 - $4,999,999 17.00
$5,000,000 or more 24.50
You may aggregate unit purchases by the same person on any single day from
any one broker-dealer to qualify for a purchase level. You can include these
purchases as your own for purposes of this aggregation:
o purchases by your spouse or minor children, and
o purchases by your trust estate or fiduciary accounts.
The discounts described above apply only during the primary offering
period. There can be no assurance that the sponsor will create future trusts
with investment strategies similar to your trust or that may fit within your
investment parameters.
Advisory and Fee Accounts. We reduce your sales fee for purchases made
through registered investment advisers, certified financial planners or
registered broker-dealers who charge periodic fees in lieu of commissions or who
charge for financial planning or for investment advisory or asset management
services or provide these services as part of an investment account where a
comprehensive "wrap fee" is imposed (a "Fee Account"). You pay only the portion
of the sales fee that the sponsor retains.
This discount applies during the initial offering period. Your financial
professional may purchase units with the Fee Account CUSIP numbers to facilitate
purchases under this discount, however, we do not require that you buy units
with these CUSIP numbers to qualify for the discount. If you purchase units with
these special CUSIP numbers, you should be aware that you may receive cash
distributions. We reserve the right to limit or deny purchases of units with
this discount by investors whose frequent trading activity we determine to be
detrimental to your trust. See "Expenses and Fees" in this prospectus.
Exchange or Rollover Option. If you are buying units of your trust in the
primary market with redemption or termination proceeds from any other Claymore
unit trust, you may purchase units with a reduction of $10 per unit from the
maximum Public Offering Price, which will include a deferred sales charge. You
may also buy units with this reduced sales fee if you are purchasing units in
the primary market with (1) the termination proceeds from a non-Claymore unit
trust with a similar investment strategy, or (2) the redemption proceeds from a
non-Claymore trust if such trust has a similar investment strategy and that
trust is scheduled to terminate within 30 days of redemption. To qualify for
this sales charge reduction, the termination or redemption proceeds being used
to purchase units of the trust must be no more than 30 days old. Such purchases
entitled to this sales charge reduction may be classified as "Rollover
Purchases." An exchange or rollover is generally treated as a sale for federal
income tax purposes. See "Tax Status" in this prospectus. See "Expenses and
Fees" in this prospectus.
Employees. We do not charge the portion of the sales fee that we would
normally pay to your financial professional for purchases made by officers,
directors and employees and their family members (spouses, children and parents)
of Claymore and its affiliates, or by registered representatives of selling
firms and their family members (spouses, children and parents). You pay only the
portion of the fee that the sponsor retains. This discount applies during the
initial offering period. Only those broker-dealers that allow their employees to
participate in employee discount programs will be eligible for this discount.
Distribution of Units. We sell units to the public through broker-dealers
and other firms. We pay part of the sales fee you pay to these distribution
firms when they sell units. For units sold during the primary offering period,
the distribution fee paid for a given transaction is as follows:
Purchase Amount/ Concession
Form of Purchase per Unit
---------------- -------------
$99,999 or less $30.00
$100,000 - $249,999 27.50
$250,000 - $499,999 25.00
$500,000 - $999,999 22.50
$1,000,000 - $2,999,999 21.00
$3,000,000 - $4,999,999 15.00
$5,000,000 or more 7.50
Rollover Purchases 20.00
We apply these amounts at the time of the transaction. Firms that are
serving as underwriters are entitled to additional compensation as described in
"Underwriting Concessions" below. For secondary market sales, the dealer
concession will be 80% of the applicable sales charge.
Broker-dealers and other firms that sell units of certain Claymore unit
trusts are eligible to receive additional compensation for volume sales. Such
payments will be in addition to the regular concessions paid to dealer firms as
set forth in the applicable trust's prospectus. The additional payments will be
equal to 0.10% of the value of eligible Claymore unit trusts sold in the primary
market during a calendar quarter so long as the broker-dealers or other firms
sell at least $25 million of eligible Claymore unit trusts during the calendar
quarter. Eligible unit trusts include all Claymore unit trusts sold in the
primary market. Redemptions of units during the primary offering period will
reduce the amount of units used to calculate the volume concessions. In
addition, dealer firms will not receive volume concessions on the sale of units
which are not subject to a transactional sales fee. However, such sales will be
included in determining whether a firm has met the sales level breakpoints for
volume concessions.
Underwriters other than the sponsor will sell units of the trust to other
broker-dealers and selling agents at the Public Offering Price per unit less a
concession or agency commission not in excess of the underwriter concession
allowed to the underwriters by the sponsor as described in "Underwriting
Concessions" below.
Claymore reserves the right to modify or terminate the volume concession
program at any time. The sponsor may also pay to certain dealers an
administrative fee for information or service used in connection with the
distribution of trust units. Such amounts will be in addition to any concessions
received for the sale of units.
In addition to the concessions described above, the sponsor may pay
additional compensation out of its own assets to broker-dealers that meet
certain sales targets and that have agreed to provide services relating to the
trust to their customers.
Other Compensation and Benefits to Broker-Dealers. The sponsor, at its own
expense and out of its own profits, may provide additional compensation and
benefits to broker-dealers who sell shares of units of this trust and other
Claymore products. This compensation is intended to result in additional sales
of Claymore products and/or compensate broker-dealers and financial advisors for
past sales. A number of factors are considered in determining whether to pay
these additional amounts. Such factors may include, but are not limited to, the
level or type of services provided by the intermediary, the level or expected
level of sales of Claymore products by the intermediary or its agents, the
placing of Claymore products on a preferred or recommended product list, access
to an intermediary's personnel, and other factors.
The sponsor makes these payments for marketing, promotional or related
expenses, including, but not limited to, expenses of entertaining retail
customers and financial advisers, advertising, sponsorship of events or
seminars, obtaining information about the breakdown of unit sales among an
intermediary's representatives or offices, obtaining shelf space in
broker-dealer firms and similar activities designed to promote the sale of the
sponsor's products. The sponsor may make such payments to many intermediaries
that sell Claymore products. The sponsor may also make certain payments to, or
on behalf of, intermediaries to defray a portion of their costs incurred for the
purpose of facilitating unit sales, such as the costs of developing trading or
purchasing trading systems to process unit trades.
Payments of such additional compensation, some of which may be
characterized as "revenue sharing," may create an incentive for financial
intermediaries and their agents to sell or recommend a Claymore product,
including your trust, over products offered by other sponsors or fund companies.
These arrangements will not change the price you pay for your units.
We generally register units for sale in various states in the United
States. We do not register units for sale in any foreign country. It is your
financial professional's responsibility to make sure that units are registered
or exempt from registration if you are a foreign investor or if you want to buy
units in another country. This prospectus does not constitute an offer of units
in any state or country where units cannot be offered or sold lawfully. We may
reject any order for units in whole or in part.
We may gain or lose money when we hold units in the primary or secondary
market due to fluctuations in unit prices. The gain or loss is equal to the
difference between the price we pay for units and the price at which we sell or
redeem them. We may also gain or lose money when we deposit securities to create
units in the amounts set forth in the "Trust Portfolio."
Additional Units. After your trust is created, additional units of the
trust may be issued by depositing in the trust bonds and/or cash (or a bank
letter of credit in lieu of cash) with instructions to purchase bonds, contracts
to purchase bonds or additional bonds.
Underwriting Concessions
The sponsor has entered into that certain Agreement Among Underwriters
pursuant to which it shall serve as the principal underwriter for units of the
trust. The Agreement Among Underwriters provides that a public offering of the
units of the trust will be made at the Public Offering Price described in the
prospectus. Units may also be sold to or through dealers and other selling
agents during the initial offering period and in the secondary market at prices
representing a concession as described in "Distribution of Units." Dealers that
do not enter into the Agreement Among Underwriters but sell at least $500,000 in
units of the trust on the first day units are sold publicly will also be
entitled to receive the concession available to underwriters. However, such
dealers will not be eligible to receive any acquisition profit (as defined
below).
In lieu of the concessions provided in "Distribution of Units," the
entities that have executed the Agreement Among Underwriters and acquired at
least $500,000 in units of the trust from the sponsor on the Inception Date (the
"Underwriters") will receive from the sponsor the maximum dealer concession
contained in the following table:
Maximum
Dealer
Concession
Purchase Amount (Per Unit)
--------------- ------------
$500,000 - $999,999 $31.00
$1,000,000 - $2,999,999 31.50
$3,000,000 or more 32.00
Following the first day that units are sold publicly, Underwriters that
sell $499,000 or less in units of the trust on a given day will be entitled to a
maximum dealer concession of $31.00 per unit, and Underwriters that sell at
least $500,000 in units on a given day will be entitled to a maximum dealer
concession per unit equal to the amount received for sales occurring on the
first day units are sold publicly.
The dealer concessions provided above represent the maximum compensation
available for dealer firms for non-breakpoint trades. For breakpoint trades by
investors, the compensation received by dealer firms for a given transaction
will be reduced by the amount of the sales charge reduction provided to the
investor purchasing units. (See "Public Offering--Large Purchases" in the
prospectus for the Sales Charge Reductions schedule.)
In addition to any other benefits, the sponsor will share with the
Underwriters, on a pro rata basis, 50% of the net gain, if any, represented by
the difference between the sponsor's cost of the securities in connection with
their acquisition (including the cost of insurance obtained by the sponsor prior
to the Inception Date for individual securities, if any, and including the
effects of portfolio hedging gains and losses and portfolio hedging transaction
costs, if any) and the aggregate offering price thereof on the Inception Date
(the "acquisition profit") less a charge for acquiring the bonds in the
portfolio and for the sponsor maintaining a secondary market for the units. For
purposes of determining the acquisition profit, the sponsor will utilize the
prices of the bonds derived from Standard & Poor's Securities Evaluations. All
units created by the sponsor on the Inception Date will be eligible for the
purpose of determining the acquisition profit. Dealers who are Underwriters will
be eligible for a portion of such acquisition profit, if any.
Underwriting
Name and Address Number of Units
--------------- --------------
Sponsor and Underwriter:
Claymore Securities, Inc.
2455 Corporate West Drive
Lisle, Illinois 60532
Total:
Sponsor's and Dealers' Profits. As set forth under "Public Offering--
Offering Price," the sponsor and the dealers will receive gross commissions
equal to the specified percentages of the Public Offering Price of the units of
the trust.
Also, any difference between the sponsor's cost to purchase the securities
and the price at which it sells them to the trust is considered profit or loss.
In offering units of the trust the sponsor and dealers will also realize profits
or sustain losses in the amount of any difference between the price at which
they acquire or buy units and the price at which they resell or redeem such
units and to the extent they earn sales charges on purchases.
Investment Risks
All investments involve risk. This section describes the main risks that
can impact the value of the bonds in your trust. You should understand these
risks before you invest. You could lose some or all of your investment in the
trust. Recently, securities markets have experienced significant volatility. If
the value of the bonds falls, the value of your units will also fall. We cannot
guarantee that your trust will achieve its objective or that your investment
return will be positive over any period.
Failure of Issuers or Insurers to Pay Interest and/or Principal. The
primary risk associated with an investment in bonds is that the issuer or
insurer of a bond may default on principal and/or interest payments when due on
the bond. Such a default would have the effect of lessening the income generated
by the trust and/or the value of the bonds and the trust's units. The bond
ratings assigned by major rating organizations are an indication of the issuer's
ability to make interest and principal payments when due on its bonds.
Subsequent to the Inception Date the rating assigned to a bond may decline.
Neither the sponsor nor the trustee shall be liable in any way for any default,
failure or defect in any bond or responsible for a decline in the rating of any
bond in the portfolio.
Current Economic Conditions Risk. In December 2008, the National Bureau of
Economic Research officially announced that the U.S. economy has been in a
recession since December 2007. This announcement came months after U.S. stock
markets entered bear market territory after suffering losses of 20% or more from
their highs of October 2007. This recession began with problems in the housing
and credit markets, many of which were caused by defaults on "subprime"
mortgages and mortgage-backed securities, eventually leading to the failures of
some large financial institutions. Economic activity has now declined across all
sectors of the economy, and the United States is experiencing increased
unemployment. The current economic crisis has affected the global economy with
European and Asian markets also suffering historic losses. Due to the current
state of the economy, the value of the bonds held by the trust may be subject to
steep declines or increased volatility due to changes in performance or
perception of the issuers. Extraordinary steps have been taken by the
governments of several leading economic countries to combat the economic crisis;
however, the impact of these measures is not yet known and cannot be predicted.
Market Risk. Market risk is the risk that the value of the bonds in the
trust will fluctuate. Market value fluctuates in response to various factors.
These can include changes in interest rates, inflation, the financial condition
of a bonds' issuer, perceptions of the issuer, ratings on a bond, or political
or economic events affecting the issuer. Because the trust is not managed, the
trustee will not sell bonds in response to or in anticipation of market
fluctuations, as is common in managed investments.
Income Risk. The income from the trust's portfolio may decline for a
variety of reasons including, but not limited to, falling market interest rates,
bonds that are sold from the trust's portfolio and increased expenses.
Price Volatility of Fixed-Rate Bonds. An investment in units of the trust
should be made with an understanding of the risks entailed in investments in
fixed-rate bonds, including the risk that the value of such bonds (and,
therefore, of the units) will decline with increases in interest rates.
Inflation and the overall economy are two of the major factors, among others,
which contribute to fluctuations in interest rates and the values of fixed-rate
bonds. Bonds are also subject to the risk that their values may decline if the
issuer's financial condition worsens or if perceptions of the issuer's financial
condition change.
Original Issue Discount Bonds and Zero Coupon Bonds. Certain of the bonds
in the trust may be original issue discount bonds and/or zero coupon bonds.
Original issue discount bonds are bonds originally issued at less than the
market interest rate.
Zero coupon bonds are original issue discount bonds that do not provide for
the payment of any current interest. Zero coupon bonds are subject to
substantially greater price fluctuations during periods of changing market
interest rates than bonds of comparable quality that pay current income.
Original issue discount bonds typically pay a lower interest rate than
comparable bonds that were issued at or above their par value. Under current
law, the original issue discount, which is the difference between the stated
redemption price at maturity and the issue price of the bonds, is deemed to
accrue on a daily basis. The trust may also pay a premium when it buys a bond,
even a bond issued with original issue discount. The trust may be required to
amortize the premium over the term of the bond and reduce its basis for the bond
even though it does not get any deduction for the amortization. Therefore,
sometimes the trust may have a taxable gain when it sells a bond for an amount
equal to or less than its original tax basis.
On sale or redemption, unitholders may receive ordinary income dividends
from the trust if the trust sells or redeems bonds that were acquired at a
market discount, or sells bonds at a short-term capital gain. In general, the
Internal Revenue Service will treat bonds as market discount bonds when the cost
of the bond, plus any original issue discount that has not yet accrued, is less
than the amount due to be paid at the maturity of the bond. Any gain realized
that is in excess of the earned portion of original issue discount will be
taxable as capital gain unless the gain is attributable to market discount in
which case the accretion of market discount is taxable as ordinary income.
The current value of an original issue discount bond reflects the present
value of its stated redemption price at maturity. In a stable interest rate
environment, the market value of these bonds tends to increase more slowly in
early years and greater increments as the bonds approach maturity. The issuers
of these bonds may be able to call or redeem a bond before its stated maturity
date and at a price less than the bond's par value. See "Tax Status" herein.
"When Issued" and "Delayed Delivery" Bonds. Certain bonds in the trust may
have been purchased by the sponsor on a "when issued" basis. Bonds purchased on
a "when issued" basis have not yet been issued by the issuer on the Inception
Date (although such issuer had committed to issue such bonds). In the case of
these and/or certain other bonds, the delivery of the bonds may be delayed
("delayed delivery") or may not occur. The effect of the trust containing
"delayed delivery" or "when issued" bonds is that unitholders who purchased
their units prior to the date such bonds are actually delivered to the trustee
may have to make a downward adjustment in the tax basis of their units. Such
downward adjustment may be necessary to account for interest accruing on such
"when issued" or "delayed delivery" bonds during the time between their purchase
of units and delivery of such bonds to the trust.
Restricted Bonds. The trust may invest in bonds that may only be resold
bonds that may only be resold pursuant to Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"). Such bonds may not be readily
marketable. For purposes of this restriction, illiquid bonds include, but are
not limited to, restricted bonds (bonds the disposition of which is restricted
under the federal securities laws), but that are deemed to be illiquid; and
repurchase agreements with maturities in excess of seven days.
Restricted bonds may be sold only in privately negotiated transactions or
in a public offering with respect to which a registration statement is in effect
under the Securities Act. Where registration is required, the trust may be
obligated to pay all or part of the registration expenses and a considerable
period may elapse between the time of the decision to sell and the time the
trust may be permitted to sell a security under an effective registration
statement. If, during such a period, adverse market conditions were to develop,
the trust might obtain a less favorable price than that which prevailed when it
decided to sell.
Redemption or Sale Prior to Maturity. Certain of the bonds in the portfolio
of the trust may be called prior to their stated maturity date pursuant to
sinking fund or call provisions. A call provision is more likely to be exercised
when the offering price valuation of a bond is higher than its call price. Such
price valuation is likely to be higher in periods of declining interest rates.
Certain of the bonds may be sold or otherwise mature. In such cases, the
proceeds from such events will be distributed to unitholders. The sponsor may
also direct the trustee to sell certain securities held by the trust to meet the
trust's obligations with respect to the deferred sales fee and expenses. Thus,
no assurance can be given that the trust will retain for any length of time its
present size and composition.
The trust may contain bonds that have "make whole" call options that
generally cause the bonds to be redeemable at any time at a designated price.
Such bonds are generally more likely to be subject to early redemption and may
result in the reduction of income received by the trust and the early
termination of the trust.
To the extent that a bond was deposited in the trust at a price higher than
the price at which it is redeemable, or at a price higher than the price at
which it is sold, a sale or redemption will result in a loss in the value of
units. Distributions will generally be reduced by the amount of the income which
would otherwise have been paid with respect to sold or redeemed bonds. The
Estimated Current Return and Estimated Long-Term Return of the Units may be
adversely affected by such sales or redemptions.
Market Discount. The portfolio of the trust may consist of some bonds whose
current market values were below principal value on the Inception Date. A
primary reason for the market value of such bonds being less than principal
value at maturity is that the interest rate of such bonds is at lower rates than
the current market interest rate for comparably rated bonds. Bonds selling at
market discounts tend to increase in market value as they approach maturity.
Because the trust is not actively managed, the trustee will not sell bonds in
response to or in anticipation of market discounts or fluctuations.
Failure of a Contract to Purchase Bonds and Substitution of Bonds. In the
event of a failure to deliver any bond that has been purchased for the trust
under a contract ("failed bonds"), the sponsor is authorized to purchase other
bonds ("replacement bonds"). The trustee shall pay for replacement bonds out of
funds held in connection with the failed bonds and will accept delivery of such
bonds to make up the original principal of the trust. The replacement bonds must
be purchased within 20 days after delivery of the notice of the failed contract,
and the purchase price (exclusive of accrued interest) may not exceed the
principal attributable to the failed bonds. Whenever a replacement bond has been
acquired for the trust, the trustee shall, within five days thereafter, notify
all unitholders of the trust of the acquisition of the replacement bond and
shall, on the next distribution date which is more than 30 days thereafter, make
a pro rata distribution of the amount, if any, by which the cost to the trust of
the failed bond exceeded the cost of the replacement bond. In addition, a
replacement bond must (at the time of purchase):
o be a corporate debt obligation;
o have a fixed maturity or disposition date comparable to that of the
failed bond it replaces;
o be purchased at a price that results in a yield to maturity and in a
current return which is approximately equivalent to the yield to
maturity and current return of the failed bond which it replaces; and
o be rated at least in the category of BBB or Baa by a major rating
organization.
If the right of limited substitution described above shall not be used to
acquire replacement bonds in the event of a failed contract, the sponsor will
refund the sales charge attributable to such failed bonds to all unitholders of
the trust, and distribute the principal attributable to such failed bonds on the
next monthly distribution date which is more than 30 days thereafter. In the
event a replacement bond is not acquired by the trust, the Estimated Net Annual
Interest Income per unit for the trust would be reduced and the Estimated
Current Return thereon might be lowered.
Risk Inherent in an Investment in Different Types of Bonds. Corporate Debt
Obligations. An investment in units of the trust should be made with an
understanding of the risks that an investment in fixed rate, investment-grade
corporate debt obligations may entail, including the risk that the value of the
units will decline with increases in interest rates. Generally, bonds with
longer maturities will fluctuate in value more than bonds with shorter
maturities.
A slowdown in the economy, or a development adversely affecting an issuer's
creditworthiness, may result in the issuer being unable to maintain earnings or
sell assets at the rate and at the prices, respectively, that are required to
produce sufficient cash flow to meet its interest and principal requirements and
accordingly such issuer may not be able to meet its obligations to make
principal and income payments. In addition, a slowdown in the economy or a
development adversely affecting an issuer's creditworthiness may also result in
the ratings of the bonds and the value of the underlying portfolio being
reduced. The trust may consist of corporate debt obligations that, in many
cases, do not have the benefit of covenants that would prevent the issuer from
engaging in capital restructurings or borrowing transactions in connection with
corporate acquisitions, leveraged buyouts or restructurings that could have the
effect of reducing the ability of the issuer to meet its obligations and might
also result in the ratings of the bonds and the value of the underlying
portfolio being reduced.
Should the issuer of any corporate debt obligation default in the payment
of principal or interest, the trust may incur additional expenses seeking
payment on the defaulted bond. Because amounts recovered by the trust in payment
under the defaulted corporate debt obligation, if any, may not be reflected in
the value of the units until actually received by the trust, and depending upon
when a unitholder purchases or sells his or her units, it is possible that a
unitholder would bear a portion of the cost of recovery without receiving a
portion of any payment recovered.
Liquidity. The bonds in the trust may not have been registered under the
Securities Act and may not be exempt from the registration requirements of the
Securities Act. Many of the bonds may not be listed on a securities exchange.
Whether or not the bonds are listed, the principal trading market for the bonds
will generally be in the over-the-counter market. As a result, the existence of
a liquid trading market for the bonds may depend on whether dealers will make a
market in the bonds. There can be no assurance that a market will be made for
any of the bonds, that any market for the bonds will be maintained or of the
liquidity of the bonds in any markets made. The price at which the bonds may be
sold to meet redemptions and the value of a trust will be adversely affected if
trading markets for the bonds are limited or absent. The trust may also contain
non-exempt bonds in registered form which have been purchased on a private
placement basis. Sales of these bonds may not be practicable outside the United
States, but can generally be made to U.S. institutions in the private placement
market which may not be as liquid as the general U.S. securities market. Since
the private placement market is less liquid, the prices received may be less
than would have been received had the markets been broader.
Concentration Risk. The trust is considered to be "concentrated" in a
particular category when the bonds in that category constitute 25% or more of
the aggregate value of the portfolio. This makes the trust subject to more
market risk. If applicable, an investment in units of the trust should be made
with an understanding of the risks that these investments may entail, certain of
which are described below.
Utility Issues. Certain of the bonds in the trust may be obligations of
utility issuers. In general, utilities are regulated monopolies engaged in the
business of supplying light, water, power, heat, transportation or means of
communication. Historically, the utilities industry has provided investors in
securities issued by companies in this industry with high levels of reliability,
stability and relative total return on their investments. However, an investment
in a trust which contains obligations of utility issuers should be made with an
understanding of the characteristics of such issuers and the risks which such an
investment may entail. General problems of such issuers would include the
difficulty in financing large construction programs in an inflationary period,
the limitations on operations and increased costs and delays attributable to
environmental considerations, the difficulty of the capital market in absorbing
utility debt, limitations on energy supplies, governmental rate caps,
deregulation, competition, variable operating costs, the difficulty in obtaining
fuel or energy at reasonable prices and the effect of energy conservation. All
of such issuers have been experiencing certain of these problems in varying
degrees. In addition, federal, state and municipal governmental authorities may
from time to time review existing, and impose additional, regulations governing
the licensing, construction and various items including the operation of nuclear
power plants, which may adversely affect the ability of the issuers of certain
of such bonds in certain trusts to make payments of principal and/or interest on
such bonds.
Hospital and Health Care Facility Issues. Certain of the bonds in the trust
may be obligations of hospital and health care issuers. Payments on hospital and
health care facility bonds are dependent upon revenues of hospitals and other
health care facilities. These revenues come from private third-party payors and
government programs, including the Medicare and Medicaid programs, which have
generally undertaken cost containment measures to limit payments to health care
facilities. Hospitals and health care facilities are subject to various legal
claims by patients and others and are adversely affected by the increasing cost
of insurance.
Telecommunications Issues. Certain of the bonds in the trust may be
obligations of telecommunications issuers. Payments on bonds of companies in the
telecommunications industry, including local, long-distance and cellular
service, the manufacture of telecommunications equipment, and other ancillary
services, are generally dependent upon the amount and growth of customer demand,
the level of rates permitted to be charged by regulatory authorities and the
ability to obtain periodic rate increases, the effects of inflation on the cost
of providing services, competition and the rate of technological innovation. The
industry is characterized by increasing competition in all sectors and extensive
regulation by the Federal Communications Commission and various state regulatory
authorities.
Foreign Securities Risk. Your trust invests in foreign securities.
Securities of foreign issuers present risks beyond those of domestic securities.
The prices of foreign securities can be more volatile than U.S. securities due
to such factors as political, social and economic developments abroad, the
differences between the regulations to which U.S. and foreign issuers and
markets are subject, the seizure by the government of company assets, excessive
taxation, withholding taxes on dividends and interest, limitations on the use or
transfer of portfolio assets, and political or social instability. Other risks
include the following:
o Enforcing legal rights may be difficult, costly and slow in foreign
countries, and there may be special problems enforcing claims against
foreign governments.
o Foreign issuers may not be subject to accounting standards or
governmental supervision comparable to U.S. issuers, and there may be
less public information about their operations.
o Foreign markets may be less liquid and more volatile than U.S. markets.
o Foreign securities often trade in currencies other than the U.S.
dollar. Changes in currency exchange rates may affect the trust's net
asset value, the value of dividends and interest earned, and gains and
losses realized on the sale of securities. An increase in the strength
of the U.S. dollar relative to these other currencies may cause the
value of the trust to decline. Certain foreign currencies may be
particularly volatile, and foreign governments may intervene in the
currency markets, causing a decline in value or liquidity in the
trust's foreign currency holdings.
o Future political and governmental restrictions which might adversely
affect the payment or receipt of income on the foreign securities.
Litigation and Legislation. To the best knowledge of the sponsor, there is
no litigation pending as of the Inception Date in respect of any bonds which
might reasonably be expected to have a material adverse effect upon the trust.
Nevertheless, lawsuits involving the bonds included in the trust or their
issuers may exist. At any time after the Inception Date, litigation may be
initiated on a variety of grounds, or legislation may be enacted, with respect
to bonds in the trust. The outcome of litigation of this nature can never be
entirely predicted. In addition, other factors may arise from time to time which
potentially may impair the ability of issuers to make payments due on the bonds.
The Secondary Market
Although it is not obligated to do so, the sponsor intends to maintain a
market for the units of the trust and continuously to offer to purchase units of
the trust during the initial offering period at prices based upon the aggregate
offering price of the securities in the trust, and thereafter at prices based on
the aggregate bid price of the related securities. After the initial offering
period, the sponsor's repurchase price shall be not less than the redemption
price plus accrued interest through the expected date of settlement. See "Rights
of Unitholders--Redemption--Computation of Redemption Price per Unit."
Unitholders pay any remaining deferred sales fee when they sell or redeem units.
Any units repurchased by the sponsor may be reoffered to the public by the
sponsor at the Public Offering Price at such time, plus accrued interest.
If the supply of units of any series exceeds demand, or for some other
business reason, the sponsor may discontinue purchases of units of such series
at prices based on the aggregate bid price of the securities. The sponsor does
not in any way guarantee the enforceability, marketability, or price of any
security in the portfolio or of the units of the trust. In the event that a
market is not maintained or for some other business reason, the sponsor may
discontinue purchases of units of such series at prices based on the aggregate
bid price of the underlying securities. In the event that a market is not
maintained for the units of the trust, a unitholder may be able to dispose units
by tendering such units to the trustee for redemption at the redemption price,
which is based upon the aggregate bid price of the underlying securities. The
aggregate bid price of the securities in the trust may be expected to be less
than the aggregate offering price. A unitholder should inquire of the sponsor as
to current market prices prior to making a tender for redemption to the trustee.
Unitholders pay any remaining deferred sales fee when they sell or redeem units.
See "Rights of Unitholders--Redemption" and "Claymore."
Estimated Current Return and Estimated
Long-Term Return to Unitholders
The rate of return on each unit is measured in terms of both Estimated
Current Return and Estimated Long-Term Return. The Estimated Current Return per
unit and Estimated Long-Term Return per unit, each as of the Inception Date, is
set forth under "Summary of Essential Financial Information." Information
regarding the estimated distributions of principal and interest to unitholders
of the trust is available from the sponsor on request.
Estimated Current Return is computed by dividing the Estimated Net Annual
Interest Income per unit by the Public Offering Price. Estimated Net Annual
Interest Income per unit will vary with changes in fees and expenses of the
trustee and the evaluator and with principal prepayment, redemption, maturity,
exchange or sale of bonds. The Estimated Net Annual Interest Income per unit
also assumes the sale of securities as needed to allow the trust to pay the
deferred sales charge. The Estimated Net Annual Interest Income per unit assumes
that such sales of securities will be made on a pro rata basis, however, the
trust may sell a portion of some or all of the securities as needed to pay the
deferred sales charge. Non-pro rata sales may impact the net annual interest
income a unitholder receives. The Public Offering Price per unit will vary with
changes in the offering price of the bonds. Estimated Current Return takes into
account only the interest payable on the bonds and does not involve a
computation of yield to maturity or to an earlier redemption date nor does it
reflect any amortization of premium or discount from principal value on the
bond's purchase price. Moreover, because interest rates on bonds purchased at a
premium are generally higher than current interest rates on newly issued bonds
of a similar type with comparable ratings, the Estimated Current Return per unit
may be affected adversely if such bonds are redeemed prior to their maturity.
Therefore, there is no assurance that the Estimated Current Return as set forth
under "Summary of Essential Financial Information" will be realized in the
future.
Estimated Long-Term Return is calculated using a formula that (i) takes
into consideration, and determines and factors in the relative weightings of,
the market values, yields (taking into account the amortization of premiums and
the accretion of discounts) and estimated retirements of all the bonds in the
trust and (ii) takes into account the expenses and sales charge associated with
each unit of the trust. The Estimated Long-Term Return assumes that each bond is
retired on its pricing life date (i.e., that date which produces the lowest
dollar price when yield price calculations are done for each optional call date
and the maturity date of a callable bond). If the bond is retired on any
optional call or maturity date other than the pricing life date, the yield to
the holder of that bond may be different than the initial quoted yield. Since
the market values and estimated retirements of the bonds, the expenses of the
trust and the Net Annual Interest Income and Public Offering Price per unit may
change, there is no assurance that the Estimated Long-Term Return as set forth
under "Summary of Essential Financial Information" will be realized in the
future. Contact the sponsor, as indicated on the back page of the Prospectus,
for information regarding the estimated principal and interest distribution
schedule of the trust.
Tax Status
This section summarizes some of the main U.S. federal income tax
consequences of owning units of your trust. This section is current as of the
date of this prospectus. Tax laws and interpretations change frequently, and
these summaries do not describe all of the tax consequences to all taxpayers.
For example, these summaries generally do not describe your situation if you are
a corporation, a non-U.S. person, a broker/dealer or other investor with special
circumstances. In addition, this section does not describe your state, local or
foreign tax consequences.
This federal income tax summary is based in part on the advice of counsel
to the sponsor. The Internal Revenue Service could disagree with any conclusions
set forth in this section. In addition, our counsel was not asked to review, and
has not reached a conclusion with respect to the federal income tax treatment of
the assets to be deposited in the trust. This may not be sufficient for you to
use for the purpose of avoiding penalties under federal tax law.
As with any investment, you should seek advice based on your individual
circumstances from your own tax advisor.
Trust Status. The trust intends to qualify as a "regulated investment
company" under the federal tax laws. If the trust qualifies as a regulated
investment company and distributes its income as required by the tax law, the
trust generally will not pay federal income taxes.
Distributions. Trust distributions are generally taxable. After the end of
each year, you will receive a tax statement that separates the trust's
distributions into two categories, ordinary income distributions and capital
gains dividends. Ordinary income distributions are generally taxed at your
ordinary tax rate. Generally, you will treat all capital gains dividends as
long-term capital gains regardless of how long you have owned your units. To
determine your actual tax liability for your capital gains dividends, you must
calculate your total net capital gain or loss for the tax year after considering
all of your other taxable transactions, as described below. In addition, the
trust may make distributions that represent a return of capital for tax purposes
and thus will generally not be taxable to you. The tax status of your
distributions from your trust is not affected by whether you reinvest your
distributions in additional units or receive them in cash. The income from your
trust that you must take into account for federal income tax purposes is not
reduced by amounts used to pay a deferred sales fee, if any. The tax laws may
require you to treat distributions made to you in January as if you had received
them on December 31 of the previous year.
Dividends Received Deduction. A corporation that owns units generally will
not be entitled to the dividends received deduction with respect to dividends
received from the trust because the dividends received deduction is generally
not available for distributions from regulated investment companies.
Sale or Redemption of Units. If you sell or redeem your units, you will
generally recognize a taxable gain or loss. To determine the amount of this gain
or loss, you must subtract your tax basis in your units from the amount you
receive in the transaction. Your tax basis in your units is generally equal to
the cost of your units, generally including sales charges. In some cases,
however, you may have to adjust your tax basis after you purchase your units.
Capital Gains and Losses. If you are an individual, the maximum marginal
federal tax rate for net capital gain is generally 15% (generally 5% for certain
taxpayers in the 10% and 15% tax brackets). These capital gains rates are
generally effective for taxable years beginning before January 1, 2011. For
later periods, if you are an individual, the maximum marginal federal tax rate
for net capital gain is generally 20% (10% for certain taxpayers in the 10% and
15% tax brackets). The 20% rate is reduced to 18% and the 10% rate is reduced to
8% for long-term capital gains from most property acquired after December 31,
2000 with a holding period of more than five years.
Net capital gain equals net long-term capital gain minus net short-term
capital loss for the taxable year. Capital gain or loss is long-term if the
holding period for the asset is more than one year and is short-term if the
holding period for the asset is one year or less. You must exclude the date you
purchase your units to determine your holding period. However, if you receive a
capital gain dividend from your trust and sell your unit at a loss after holding
it for six months or less, the loss will be recharacterized as long-term capital
loss to the extent of the capital gain dividend received. The tax rates for
capital gains realized from assets held for one year or less are generally the
same as for ordinary income. The Internal Revenue Code treats certain capital
gains as ordinary income in special situations.
Exchanges. If you elect to have your proceeds from your trust rolled over
into a future trust, the exchange would generally be considered a sale for
federal income tax purposes.
Deductibility of Trust Expenses. Expenses incurred and deducted by your
trust will generally not be treated as income taxable to you. In some cases,
however, you may be required to treat your portion of these trust expenses as
income. In these cases you may be able to take a deduction for these expenses.
However, certain miscellaneous itemized deductions, such as investment expenses,
may be deducted by individuals only to the extent that all of these deductions
exceed 2% of the individual's adjusted gross income.
Foreign Investors. If you are a foreign investor (i.e., an investor other
than a U.S. citizen or resident or a U.S. corporation, partnership, estate or
trust), you should be aware that, generally, subject to applicable tax treaties,
distributions from the trust will be characterized as dividends for federal
income tax purposes (other than dividends which the trust designates as capital
gain dividends) and will be subject to U.S. income taxes, including withholding
taxes, subject to certain exceptions described below. However, distributions
received by a foreign investor from the trust that are properly designated by
the trust as capital gain dividends may not be subject to U.S. federal income
taxes, including withholding taxes, provided that the trust makes certain
elections and certain other conditions are met. In the case of dividends with
respect to taxable years of the trust beginning prior to 2010, distributions
from the trust that are properly designated by the trust as an interest-related
dividend attributable to certain interest income received by the trust or as a
short-term capital gain dividend attributable to certain net short-term capital
gain income received by the trust may not be subject to U.S. federal income
taxes, including withholding taxes when received by certain foreign investors,
provided that the trust makes certain elections and certain other conditions are
met.
Rights of Unitholders
Ownership of Units. Ownership of units of the trust will not be evidenced
by certificates unless a unitholder, the unitholder's registered broker/dealer
or the clearing agent for such broker/dealer makes a written request to the
trustee. All evidence of ownership of uncertificated units will be recorded in
book-entry form either at Depository Trust Company ("DTC") through an investor's
broker's account or through registration of the units on the books of the
trustee. Units held through DTC will be registered in the nominee name Cede &
Co. Individual purchases of beneficial ownership interest in the trust will be
made in book-entry form through DTC or the trustee unless a certificate is
properly requested. Ownership and transfer of book-entry units will be evidenced
and accomplished by book-entries made by DTC and its participants if the units
are evidenced at DTC, or otherwise will be evidenced and accomplished by
book-entries made by the trustee. DTC will record ownership and transfer of the
units among DTC participants and forward all notices and credit all payments
received in respect of the units held by the DTC participants.
Beneficial owners of book-entry units will receive written confirmation of
their purchases and sale from the broker-dealer or bank from whom their purchase
was made. Units are transferable by making a written request to the trustee and,
in the case of units evidenced by a certificate, by presenting and surrendering
such certificate to the trustee properly endorsed or accompanied by a written
instrument or instruments of transfer which should be sent by registered or
certified mail for the protection of the unitholder. Unitholders must sign such
written request, and such certificate or transfer instrument, exactly as their
names appear on the records of the trustee and on any certificate representing
the units to be transferred.
Fractions of units, if any, will be computed to three decimal places.
Distribution of Interest and Principal. Unitholders will receive interest
distributions on a monthly basis. Principal, including capital gains, and
interest will be distributed on the distribution date; provided, however, that,
other than for purposes of redemption, no distribution need be made from the
Principal Account if the balance therein is less than $1.00 per unit then
outstanding. If such condition exists, the trustee shall, on the next succeeding
distribution date, distribute the unitholder's pro rata share of the balance of
the Principal Account. Interest received by the trust will be distributed on
each applicable distribution date to unitholders of record of the trust as of
the preceding applicable Record Date who are entitled to such distributions at
that time. All distributions will be net of applicable expenses and funds
required for the redemption of units. See "Essential Information," "Rights of
Unitholders--Expenses and Fees" and "How to Sell Your Units--Selling Units."
The trustee will credit to the Interest Account for the trust all interest
received by the trust, including that part of the proceeds of any disposition of
bonds which represents accrued interest. Other receipts of the trust will be
credited to the Principal Account for the trust. The pro rata share of the
Interest Account of the trust and the pro rata share of cash in the Principal
Account (other than amounts representing failed contracts as previously
discussed) represented by each unit thereof will be computed by the trustee each
applicable Record Date. See "Essential Information." The trustee is not required
to pay interest on funds held in the Principal or Interest Accounts (but may
itself earn interest thereon and therefore benefits from the use of such funds).
Proceeds received from the disposition of any of the bonds subsequent to a
monthly Record Date and prior to the next succeeding monthly distribution date
will be held in the Principal Account for the trust and will not be distributed
until the second succeeding monthly distribution date. Because interest on the
bonds is not received by the trust at a constant rate throughout the year, any
particular interest distribution may be more or less than the amount credited to
the Interest Account of the trust as of the applicable Record Date. See
"Essential Information." Persons who purchase units between a Record Date and a
distribution date will receive their first distribution on the second
distribution date following their purchase of units.
The difference between the estimated net interest accrued to the first
Record Date and to the related distribution date is an asset of the respective
unitholder and will be realized in subsequent distributions or upon the earlier
of the sale of such units or the maturity, redemption or sale of bonds in the
trust.
Record dates for interest and principal distributions will be the 15th day
of the month. All unitholders, however, who purchase units during the initial
public offering period and who hold them of record on the first Record Date will
receive the first distribution of interest. Details of estimated interest
distributions, on a per unit basis, appear in the "Summary of Essential
Financial Information." The amount of the regular distributions will generally
change when bonds are redeemed, mature or are sold, or when fees and expenses
increase or decrease, or if issuers or insurers are unwilling or unable to pay
distributions when due.
The trustee will deduct each month from the Interest Account and, to the
extent funds are not sufficient therein, from the Principal Account, amounts
necessary to pay the expenses of the trust. See "Rights of Unitholders--Expenses
and Fees." The trustee also may withdraw from said accounts such amounts, if
any, as it deems necessary to establish a reserve for any governmental charges
payable out of the trust. Amounts so withdrawn shall not be considered a part of
the trust's assets until such time as the trustee shall return all or any part
of such amounts to the appropriate account. In addition, the trustee may
withdraw from the Interest Account and the Principal Account such amounts as may
be necessary to cover redemption of units by the trustee. See "Rights of
Unitholders--Redemption." Funds which are available for future distributions,
payments of expenses and redemptions are in accounts which are non-interest
bearing to the unitholders and are available for use by the trustee pursuant to
normal banking procedures.
Because interest on bonds in the trust is payable at varying intervals,
usually in semiannual installments, the interest accruing to the trust will not
be equal to the amount of money received and available for distribution from the
Interest Account to unitholders. See "Tax Status." Therefore, on each applicable
distribution date, the amount of interest actually deposited in the Interest
Account and available for distribution may be slightly more or less than the
interest distribution made. In order to eliminate fluctuations in interest
distributions resulting from such variances during the first year of the trust,
the trustee is required by the Trust Agreement to advance such amounts as may be
necessary to provide interest distributions of approximately equal amounts. In
addition, the trustee has agreed to advance sufficient funds to the trust in
order to reduce the amount of time before distributions of interest to
unitholders commence. The trustee will be reimbursed, without interest, for any
such advances from funds available from the Interest Account of the trust. The
trustee's fee takes into account the costs attributable to the outlay of capital
needed to make such advances.
In order to acquire certain of the bonds subject to contract, it may be
necessary to pay on the settlement dates for delivery of such bonds amounts
covering accrued interest on such bonds which exceed the amounts paid by
unitholders. The trustee has agreed to pay for any amounts necessary to cover
any such excess and will be reimbursed therefor (without interest) when funds
become available from interest payments on the particular bonds with respect to
which such payments may have been made.
In addition, because of the varying interest payment dates of the bonds
comprising the trust portfolio, accrued interest at any point in time,
subsequent to the recovery of any advancements of interest made by the trustee,
will be greater than the amount of interest actually received by the trust and
distributed to unitholders.
Therefore, there will usually remain an item of accrued interest that is
added to the value of the units. If a unitholder sells all or a portion of his
units, he will be entitled to receive his proportionate share of the accrued
interest from the purchaser of his units. Similarly, if a unitholder redeems all
or a portion of his units, the redemption price per unit which he is entitled to
receive from the trustee will also include accrued interest on the bonds. Thus,
the accrued interest attributable to a unit will not be entirely recovered until
the unitholder either redeems or sells such unit or until the trust is
terminated.
Expenses and Fees. Investors will bear all or a portion of the costs
incurred in organizing the trust - including costs of preparing the registration
statement, the trust indenture and other closing documents, registering units
with the Securities and Exchange Commission and the states, the initial audit of
the trust's portfolio, legal expenses, the portfolio consulting fee, payment of
closing fees and any other out-of-pocket expenses. During the initial public
offering period only, a pro rata portion of such organization costs will be
charged upon the investor's purchase of units.
The trustee's, sponsor's supervisory, bookkeeping and administrative and
sponsor's evaluation fees are set forth under "Fees and Expenses." The trustee's
fee and the sponsor's evaluation fee, which is earned for portfolio evaluation
services, are based on the principal amount of bonds on a monthly basis. Because
such fees are based on the principal amount of the bonds in the trust, rather
than the trust's net asset value, the fees will represent a greater percentage
of the trust's net asset value if the bonds in the trust, on average, are valued
below par. The sponsor's supervisory fee, which is earned for portfolio
supervisory services, and the bookkeeping and administrative fees are based on
the largest number of units in the trust at any time during such period. Because
these fees are based on the largest number of units during a particular period,
these fees will represent a greater percentage of the trust's net asset value as
the number of units decreased during that period. The sponsor's supervisory fee,
bookkeeping and administrative and sponsor's evaluation fee, which are not to
exceed the maximum amount set forth under "Fees and Expenses" for the trust, may
exceed the actual costs of providing portfolio supervisory, bookkeeping and
administrative or evaluation services for the trust, but at no time will the
total amount the sponsor receives for portfolio supervisory services,
bookkeeping and administrative or evaluation services rendered to all series of
Claymore Securities Defined Portfolios in any calendar year exceed the aggregate
cost to them of supplying such services in such year. The trustee may reimburse
the sponsor out of its own assets for services performed by employees of the
sponsor in connection with the operation of the trust.
The trustee will receive for its ordinary recurring services to the trust
an annual fee in the amount set forth under "Fees and Expenses" for the trust.
There is no minimum fee and, except as hereinafter set forth, no maximum fee.
For a discussion of certain benefits derived by the trustee from the trust's
funds, see "Rights of Unitholders--Distribution of Interest and Principal." For
a discussion of the services performed by the trustee pursuant to its
obligations under the Trust Agreement, reference is made to the material set
forth under "Rights of Unitholders."
The trustee's fee, bookkeeping and administrative fees and the sponsor's
fees are payable monthly, each from the Interest Account to the extent funds are
available and then from the Principal Account. These fees may be increased
without approval of the unitholders by amounts not exceeding proportionate
increases in consumer prices for services as measured by the United States
Department of Labor's Consumer Price Index entitled "All Services Less Rent." If
the balances in the Principal and Interest Accounts are insufficient to provide
for amounts payable by the trust, or amounts payable to the trustee which are
secured by its prior lien on the trust, the trustee is permitted to sell bonds
to pay such amounts.
The trust will pay a licensing fee to GPAM for the use of trademarks, trade
names or other intellectual property owned by GPAM. The licensing fees received
by GPAM are equal to 0.07% of the average net assets of the trust as of the end
of the initial offering period.
Other Charges. The following additional charges are or may be incurred by
the trust: all expenses (including audit and counsel fees) of the trustee
incurred in connection with its activities under the Trust Agreement, including
annual audit expenses by independent public accountants selected by the sponsor,
the expenses and costs of any action undertaken by the trustee to protect the
trust and the rights and interests of the unitholders; fees of the trustee for
any extraordinary services performed under the Trust Agreement; indemnification
of the trustee for any loss or liability accruing to it without willful
misconduct, bad faith, or gross negligence on its part, arising out of or in
connection with its acceptance or administration of the trust; and all taxes and
other governmental charges imposed upon the bonds or any part of the trust (no
such taxes or charges are being levied or made or, to the knowledge of the
sponsor, contemplated). To the extent lawful, the trust shall bear the expenses
associated with updating the trust's registration statement and maintaining
registration or qualification of the units and/or the trust under federal or
state bonds laws subsequent to initial registration. Such expenses shall include
legal fees, accounting fees, typesetting fees, electronic filing expenses and
regulatory filing fees. All direct distribution expenses of the trusts
(including the costs of maintaining the secondary market for the trusts), such
as printing and distributing prospectuses, and preparing, printing and
distributing any advertisements or sales literature will be paid at no cost to
the trust. Any payments received by the sponsor reimbursing it for payments made
to update the trust's registration statement will not exceed the costs incurred
by the sponsor. The above expenses, including the trustee's fee, when paid by or
owing to the trustee, are secured by a lien on the trust. The sponsor may direct
the trustee to sell bonds to meet the trust's obligations with respect to the
deferred sales fee. In addition, the trustee is empowered to sell bonds in order
to make funds available to pay all expenses. Thus, no assurance can be given
that the trust will retain for for any length of time its present size and
composition.
Reports and Records. The trustee shall furnish unitholders of a trust in
connection with each distribution a statement of the amount of interest, if any,
and the amount of other receipts, if any, which are being distributed, expressed
in each case as a dollar amount per unit. Within a reasonable time after the end
of each calendar year, the trustee will furnish to each person who at any time
during the calendar year was a unitholder of record, a statement providing the
following information: (1) as to the Interest Account: interest received
(including amounts representing interest received upon any disposition of bonds
and any earned original issue discount), deductions for payment of applicable
taxes and for fees and expenses of the trust, redemptions of units and the
balance remaining after such distributions and deductions, expressed both as a
total dollar amount and as a dollar amount representing the pro rata share of
each unit outstanding on the last business day of such calendar year; (2) as to
the Principal Account: the dates of disposition of any bonds and the net
proceeds received therefrom (excluding any portion representing interest),
deductions for payments of applicable taxes and for fees and expenses of the
trust, purchase of replacement bonds, redemptions of units, the amount of any
"when issued" interest treated as a return of capital and the balance remaining
after such distributions and deductions, expressed both as a total dollar amount
and as a dollar amount representing the pro rata share of each unit outstanding
on the last business day of such calendar year; (3) a list of the bonds held and
the number of units outstanding on the last business day of such calendar year;
(4) the redemption price per unit based upon the last computation thereof made
during such calendar year; and (5) amounts actually distributed during such
calendar year from the Interest Account and from the Principal Account,
separately stated, expressed both as total dollar amounts and as dollar amounts
representing the pro rata share of each unit outstanding.
The trustee shall keep available for inspection by unitholders at all
reasonable times during usual business hours, books of record and account of its
transactions as trustee including records of the names and addresses of
unitholders of the trust, certificates issued or held, a current list of bonds
in the trust and a copy of the Trust Agreement.
How to Sell Your Units
You can sell your units on any business day by contacting your financial
professional or, in some cases, the trustee. Unit prices are available daily on
the Internet at www.claymore.com or through your financial professional. We
often refer to the sale price of units as the "liquidation price." You pay any
remaining deferred sales fee when you sell or redeem your units. Certain
broker-dealers may charge a transaction fee for processing unit redemptions or
sale requests.
Until the end of the initial offering period or six months after the
Inception Date, at the discretion of the sponsor, the price at which the trustee
will redeem units and the price at which the sponsor may repurchase units
include estimated organization costs. After such period, the amount paid will
not include such estimated organization costs.
Selling Units. We intend to, but are not obligated to, maintain a secondary
market for units. This means that if you want to sell your units, we may buy
them at the current price which is based on their net asset value. We may then
resell the units to other investors at the Public Offering Price or redeem them
for the redemption price. Our secondary market repurchase price is generally the
same as the redemption price. You pay any remaining deferred sales fee when you
sell or redeem your units. Certain broker-dealers might also maintain a
secondary market in units. You should contact your financial professional for
current unit prices to determine the best price available. We may discontinue
our secondary market at any time without notice. Even if we do not make a
market, you will be able to redeem your units with the trustee on any business
day for the current price.
Redemption. Tender of Units. Units may be tendered to The Bank of New York
Mellon, the trustee, for redemption at its Unit Investment Trust Division
offices at 2 Hanson Place, 12th Fl., Brooklyn, New York 11217, on any day the
New York Stock Exchange is open. At the present time there are no specific taxes
related to the redemption of the units. No redemption fee will be charged by the
sponsor or the trustee. Units redeemed by the trustee will be canceled.
The trustee must receive your completed redemption request prior to the
close of the New York Stock Exchange for you to receive the unit price for a
particular day. If your request is received after that time or is incomplete in
any way, you will receive the next price computed after the trustee receives
your completed request. Rather than contacting the trustee directly, your
financial professional may also be able to redeem your units by using the
Investors' Voluntary Redemptions and Sales (IVORS) automated redemption service
offered through Depository Trust Company.
Within three business days following such tender, the unitholder will be
entitled to receive in cash an amount for each unit tendered equal to the
redemption price per unit computed as of the Evaluation Time set forth under
"Essential Information" as of the next subsequent Evaluation Time. See
"Redemption--Computation of Redemption Price per Unit." You pay any remaining
deferred sales fee when you sell or redeem your units. The "date of tender" is
deemed to be the date on which units are properly received by the trustee,
except that with regard to units received after the Evaluation Time on the New
York Stock Exchange, the date of tender is the next day on which such Exchange
is open for trading and such units will be deemed to have been tendered to the
trustee on such day for redemption at the redemption price computed on that day.
Accrued interest paid on redemption shall be withdrawn from the Interest
Account, or, if the balance therein is insufficient, from the Principal Account.
All other amounts paid on redemption shall be withdrawn from the Principal
Account. The trustee is empowered to sell securities in order to make funds
available for redemption. Such sales, if required, could result in a sale of
bonds by the trustee at a loss. To the extent bonds are sold, the size and
diversity of the trust may be reduced.
The trustee reserves the right to suspend the right of redemption and to
postpone the date of payment of the redemption price per unit for any period
during which the New York Stock Exchange is closed, other than weekend and
holiday closings, or during which trading on that Exchange is restricted (as
determined by the Securities and Exchange Commission by rule or regulation) or
during which an emergency exists as a result of which disposal or evaluation of
the underlying bonds is not reasonably practicable, or for such other periods as
the Securities and Exchange Commission has by order permitted.
Two months after the end of the initial offering period, you can generally
request an in-kind distribution of the bonds underlying your units if you own
units worth at least $1,000,000 or you originally paid at least that amount for
your units. This option is generally available only for bonds traded and held in
the United States and is not available within 30 business days of the trust's
termination. Additionally, only the sponsor may redeem units in-kind during the
primary offering period or during the subsequent two months. We may modify or
discontinue this option at any time without notice. If you request an in-kind
distribution of the bonds underlying units of your trust, you may incur any
distribution or service fees (Rule 12b-1 fees) applicable to those bonds.
Computation of Redemption Price per Unit. The redemption price per unit is
determined by the trustee on the basis of the bid prices of the bonds in the
trust, while the Public Offering Price of units during the initial offering
period is determined on the basis of the offering prices of the bonds, both as
of the Evaluation Time on the day any such determination is made. The bid prices
of the securities may be expected to be less than the offering prices. This
redemption price per unit is each unit's pro rata share, determined by the
trustee, of: (1) the aggregate value of the bonds in the trust (determined by
the evaluator, generally based upon prices provided by a pricing service as set
forth below), (2) cash on hand in the trust (other than cash covering contracts
to purchase bonds), and (3) accrued and unpaid interest on the bonds as of the
date of computation, less (a) amounts representing taxes or governmental charges
payable out of the trust, (b) the accrued expenses of a trust, (c) cash held for
distribution to unitholders of record as of a date prior to the evaluation, and
(d) unpaid organization costs. You pay any remaining deferred sales fee when you
sell or redeem your units. The evaluator, generally based upon prices provided
by a pricing service may determine the value of the bonds in the trust (1) on
the basis of current bid prices for the bonds, (2) if bid prices are not
available for any bonds, on the basis of current bid prices for comparable
bonds, (3) by appraisal, or (4) by any combination of the above.
Until six months after the Inception Date or the end of the initial
offering period, at the discretion of the sponsor, the price at which the
trustee will redeem units and the price at which the sponsor may repurchase
units includes estimated organization costs. After such period, the amount paid
will not include such estimated organization costs.
The difference between the bid and offer prices of bonds with
characteristics consistent with the objectives of the trust are expected to be
___% to ___% of the principal value of the bonds. This value can fluctuate
depending on liquidity and the balance of supply and demand for the individual
issues. Immediately prior to the deposit of the trust, the aggregate bid side
evaluation was lower than the aggregate offering side evaluation by the amount
set forth in the footnotes to the "Trust Portfolio." For this reason, among
others, the price at which units may be redeemed could be less than the price
paid by the unitholder.
Purchase by the Sponsor of Units Tendered for Redemption. The Trust
Agreement requires that the trustee notify the sponsor of any tender of units
for redemption. So long as the sponsor maintains a bid in the secondary market,
the sponsor, prior to the close of business on the second succeeding business
day, may purchase any units tendered to the trustee for redemption at the price
so bid by making payment therefor to the unitholder in an amount not less than
the redemption price on the date of tender not later than the day on which the
units would otherwise have been redeemed by the trustee (see "Public
Offering--Offering Price"). Units held by the sponsor may be tendered to the
trustee for redemption as any other units. In addition, the sponsor may tender
units for redemption that were initially allocated to the sponsor on the
Inception Date if the sponsor was unable to sell such units. Such redemption may
impact the size, composition, returns, expenses and longevity of the trust.
The offering price of any units resold by the sponsor will be the Public
Offering Price determined in the manner provided in this Prospectus (see "Public
Offering--Offering Price"). Any profit resulting from the resale of such units
will belong to the sponsor which likewise will bear any loss resulting from a
lower offering or redemption price subsequent to their acquisition of such units
(see "Public Offering--Other Compensation and Benefits to Broker-Dealers").
Exchange Option. You may be able to exchange your units for units of other
Claymore unit trusts at a reduced sales fee. You can contact your financial
professional or Claymore for more information about trusts currently available
for exchanges. Before you exchange units, you should read the prospectus
carefully and understand the risks and fees. You should then discuss this option
with your financial professional to determine whether your investment goals have
changed, whether current trusts suit you and to discuss tax consequences. To
qualify for a reduced sales fee, you may need to meet certain criteria. We may
discontinue this option at any time.
General Information
Claymore. Claymore Securities, Inc. specializes in the creation,
development and distribution of investment solutions for advisors and their
valued clients. In November 2001, we changed our name from Ranson & Associates,
Inc. to Claymore Securities, Inc. During our history we have been active in
public and corporate finance, have underwritten closed-end funds and have
distributed bonds, mutual funds, closed-end funds, exchange-traded funds,
structured products and unit trusts in the primary and secondary markets. We are
a registered broker-dealer and member of the Financial Industry Regulatory
Authority (FINRA). If we fail to or cannot perform our duties as sponsor or
become bankrupt, the trustee may replace us, continue to operate your trust
without a sponsor, or terminate the trust. You can contact us at our
headquarters at 2455 Corporate West Drive, Lisle, Illinois 60532 or by using the
contacts listed on the back cover of this prospectus. Claymore personnel may
from time to time maintain a position in certain securities held by the trust.
On July 17, 2009, Claymore Group Inc., the parent of the sponsor, entered
into an Agreement and Plan of Merger between and among Claymore Group Inc.,
Claymore Holdings, LLC and GuggClay Acquisition, Inc., (the latter two entities
are wholly-owned, indirect subsidiaries of Guggenheim Partners, LLC) whereby
GuggClay Acquisition, Inc. will merge into Claymore Group Inc. which will be the
surviving entity. The parties intend that the completed merger will result in a
change-of-control whereby Claymore Group Inc. and its subsidiaries will become
indirect, wholly-owned subsidiaries of Guggenheim Partners, LLC. The merger is
subject to shareholder approval and the satisfaction of other conditions.
Claymore and the trust have adopted a code of ethics requiring Claymore's
employees who have access to information on trust transactions to report
personal securities transactions. The purpose of the code is to avoid potential
conflicts of interest and to prevent fraud, deception or misconduct with respect
to the trust.
If at any time the sponsor shall fail to perform any of its duties under
the Trust Agreement or shall become incapable of acting or shall be adjudged to
be bankrupt or insolvent or shall have its affairs taken over by public
authorities, then the trustee may (a) appoint a successor sponsor at rates of
compensation deemed by the trustee to be reasonable and not exceeding such
reasonable amounts as may be prescribed by the Securities and Exchange
Commission, or (b) terminate the Trust Agreement and liquidate any trust as
provided therein, or (c) continue to act as trustee without terminating the
Trust Agreement.
The foregoing information with regard to the sponsor relates to the sponsor
only and not to the trust. Such information is included in this prospectus only
for the purpose of informing investors as to the financial responsibility of the
sponsor and its ability to carry out its contractual obligations with respect to
the trust. More comprehensive financial information can be obtained upon request
from the sponsor.
Limitations on Liability. The sponsor is liable for the performance of its
obligations arising from its responsibilities under the Trust Agreement, but
will be under no liability to the unitholders for taking any action or
refraining from any action in good faith or for errors in judgment; nor will
they be responsible in any way for depreciation or loss incurred by reason of
the sale of any bonds, except in cases of their willful misconduct, bad faith,
gross negligence or reckless disregard for their obligations and duties.
Responsibility. The trustee shall sell, for the purpose of redeeming units
tendered by any unitholder and for the payment of deferred sales charges and
expenses for which funds are not available, such of the bonds in a list
furnished by the sponsor as the trustee in its sole discretion may deem
necessary. The sponsor may also instruct the trustee to sell bonds in order to
maintain the qualification of the trust as a regulated investment company or to
provide funds to make any distribution for a taxable year in order to avoid
imposition of any income or excise taxes on undistributed income in the trust.
It is the responsibility of the sponsor to instruct the trustee to reject
any offer made by an issuer of any of the bonds to issue new obligations in
exchange and substitution for any bonds pursuant to a refunding or refinancing
plan, except that the sponsor may instruct the trustee to accept such an offer
or to take any other action with respect thereto as the sponsor may deem proper
if the issuer is in default with respect to such bonds or in the judgment of the
sponsor the issuer will probably default in respect to such bonds in the
foreseeable future.
Any obligations so received in exchange or substitution will be held by the
trustee subject to the terms and conditions of the Trust Agreement to the same
extent as bonds originally deposited thereunder. Within five days after the
deposit of obligations in exchange or substitution for underlying bonds, the
trustee is required to give notice thereof to each unitholder, identifying the
obligations eliminated and the bonds substituted therefor. Except as stated in
the Trust Agreement or in this and the preceding paragraph and in the discussion
under "Investment Risks--Failure of a Contract to Purchase Bonds and
Substitution of Bonds" regarding the substitution of replacement bonds for
failed bonds, the acquisition by a trust of any bonds other than the bonds
initially deposited is prohibited.
The sponsor may direct the trustee to dispose of bonds in certain limited
circumstances, including upon default in the payment of principal or interest,
institution of certain legal proceedings or the existence of certain other
impediments to the payment of bonds, default under other documents which may
adversely affect debt service, default in the payment of principal or interest
on other obligations of the same issuer, decline in projected income pledged for
debt service on revenue bonds, or decline in price or the occurrence of other
market factors, including advance refunding, so that in the opinion of the
sponsor the retention of such bonds in a trust would be detrimental to the
interest of the unitholders. The proceeds from any such sales will be credited
to the Principal Account for distribution to the unitholders.
Resignation. If the sponsor resigns or becomes unable to perform its duties
under the Trust Agreement, and no express provision is made for action by the
trustee in such event, the trustee may appoint a successor sponsor, terminate
the Trust Agreement and liquidate the trusts or continue to act as Trustee.
The Trustee. The Bank of New York Mellon is the trustee of your trust. It
is a trust company organized under New York law. You can contact the trustee by
calling the telephone number on the back cover of this prospectus or write to
Unit Investment Trust Division, 2 Hanson Place, 12th Fl., Brooklyn, New York
11217. The sponsor may remove and replace the trustee in some cases without your
consent. The trustee may also resign by notifying Claymore and investors.
In accordance with the Trust Agreement, the trustee shall keep records of
all transactions at its office. Such records shall include the name and address
of, and the number of units held by, every unitholder of the trust. Such books
and records shall be open to inspection by any unitholder at all reasonable
times during usual business hours. The trustee shall make such annual or other
reports as may from time to time be required under any applicable state or
federal statute, rule or regulation. The trustee shall keep a certified copy or
duplicate original of the Trust Agreement on file in its office or available for
inspection at all reasonable times during usual business hours by any
unitholder, together with a current list of the bonds held in the trust.
Pursuant to the Trust Agreement, the trustee may employ one or more agents for
the purpose of custody and safeguarding of bonds comprising the trust.
Limitations on Liability. The trustee shall not be liable or responsible in
any way for depreciation or loss incurred by reason of the disposition of any
monies, bonds or certificates or in respect of any evaluation or for any action
taken in good faith reliance on prima facie properly executed documents except,
generally, in cases of its willful misconduct, lack of good faith or gross
negligence. In addition, the trustee shall not be personally liable for any
taxes or other governmental charges imposed upon or in respect of the trust
which the trustee may be required to pay under current or future law of the
United States or any other taxing authority having jurisdiction. See "Trust
Portfolio."
Responsibility. For information relating to the responsibilities of the
trustee under the Trust Agreement, reference is made to the material set forth
under "Rights of Unitholders" and "Claymore--Resignation."
Resignation. Under the Trust Agreement, the trustee or any successor
trustee may resign and be discharged of a trust created by the Trust Agreement
by executing an instrument in writing and filing the same with the sponsor.
The trustee or successor trustee must mail a copy of the notice of
resignation to all unitholders then of record, not less than sixty days before
the date specified in such notice when such resignation is to take effect. The
sponsor upon receiving notice of such resignation is obligated to appoint a
successor trustee promptly. If, upon such resignation, no successor trustee has
been appointed and has accepted the appointment within thirty days after
notification, the retiring trustee may apply to a court of competent
jurisdiction for the appointment of a successor. The sponsor may at any time
remove the trustee, with or without cause, and appoint a successor trustee as
provided in the Trust Agreement. Notice of such removal and appointment shall be
mailed to each unitholder by the sponsor. Upon execution of a written acceptance
of such appointment by such successor trustee, all the rights, powers, duties
and obligations of the original trustee shall vest in the successor. The trustee
must be a corporation organized under the laws of the United States, or any
state thereof, be authorized under such laws to exercise trust powers and have
at all times an aggregate capital, surplus and undivided profits of not less
than $5,000,000.
The Evaluator. The sponsor will serve as the evaluator of the bonds in the
trust, and as such will appraise the bonds or cause the bonds to be appraised.
To appraise the bonds, the evaluator generally utilizes prices received from
Standard & Poor's Securities Evaluations.
Limitations on Liability. The trustee and the sponsor may rely on any
evaluation furnished by the evaluator and shall have no responsibility for the
accuracy thereof. Determinations by the evaluator under the Trust Agreement
shall be made in good faith upon the basis of the best information available to
it; provided, however, that the evaluator shall be under no liability to the
trustee, the sponsor or unitholders for errors in judgment. However, this
provision shall not protect the evaluator in cases of its willful misfeasance,
bad faith, gross negligence or reckless disregard of its obligations and duties.
Responsibility. The Trust Agreement requires the evaluator to evaluate the
bonds on the basis of their bid prices on each business day after the initial
offering period, when any unit is tendered for redemption and on any other day
such evaluation is desired by the trustee or is requested by the sponsor. For
information relating to the responsibility of the evaluator to evaluate the
bonds on the basis of their offering prices, see "Public Offering--Offering
Price."
Resignation. The evaluator may resign or may be removed by the sponsor and
the trustee, and the sponsor and the trustee are to use their best efforts to
appoint a satisfactory successor. Such resignation or removal shall become
effective upon the acceptance of appointment by the successor evaluator. If upon
resignation of the evaluator no successor has accepted appointment within thirty
days after notice of resignation, the evaluator may apply to a court of
competent jurisdiction for the appointment of a successor.
GPAM. Guggenheim Partners Asset Management, Inc. has been selected by the
sponsor to serve as the portfolio consultant for the trust. As portfolio
consultant, GPAM will assist the sponsor with the selection of the portfolio of
the trust. For its service as portfolio consultant, GPAM will be paid by the
trust a fee of 0.13% of the average net assets of the trust at the close of the
initial offering period. GPAM may also provide advice to the sponsor to help the
sponsor provide portfolio supervisory services to the trust. The sponsor may pay
some or all of its supervisory fee to GPAM. The sponsor and its parent have
entered into an arrangement whereby they have received financing from an
affiliate of the portfolio consultant.
GPAM is not an affiliate of the sponsor. Neither the sponsor nor GPAM will
manage the trust. GPAM may use the list of securities in its independent
capacity as an investment adviser and distribute this information to various
individuals and entities. GPAM may recommend or effect transactions in other
securities issued by the entities that issued the securities included in the
trust, but will not buy or sell the specific securities held by in the trust.
This may have an adverse effect on the prices of the securities included in the
trust. This also may have an impact on the price the trust pays for the
securities and the price received upon unit redemptions or trust termination.
GPAM may act as agent or principal in connection with the purchase and sale of
securities, including the securities included in the trust. However, GPAM will
not purchase securities from the trust as a principal. GPAM's research
department may receive compensation based on commissions generated by research
and/or sales of units.
Amendment and Termination
of the Trust Agreement
The sponsor and the trustee have the power to amend the Trust Agreement
without the consent of any of the unitholders when such an amendment is (1) to
cure any ambiguity or to correct or supplement any provision of the Trust
Agreement which may be defective or inconsistent with any other provision
contained therein, (2) to change any provision required to be changed by the
Securities and Exchange Commission, (3) to maintain the qualification of the
trust as a regulated investment company, or (4) to make such other provisions as
shall not adversely affect the interest of the unitholders. The sponsor and the
trustee may amend the Trust Agreement with the consent of unitholders
representing 66 2/3% of the units then outstanding, provided that no such
amendment will reduce the interest in the trust of any unitholder without the
consent of such unitholder or reduce the percentage of units required to consent
to any such amendment without the consent of all the unitholders. In no event
shall the Trust Agreement be amended to permit the deposit or acquisition of
bonds either in addition to or in substitution for any of the bonds initially
deposited in a trust, except in accordance with the provisions of each Trust
Agreement. In the event of any amendment, the trustee is obligated to notify
promptly all unitholders of the substance of such amendment. The Trust Agreement
specifies other limitations on amending the Trust Agreement.
A trust shall terminate upon the maturity, redemption, sale or other
disposition, as the case may be, of the last of the bonds. The sponsor may
direct the trustee to terminate the trust if the par value of the trust falls
below $200 per unit. The trustee shall notify the sponsor when the par value of
the bonds in a trust is less than $2,000,000. A trust may also be terminated (i)
by the consent of 66 2/3% of the units or (ii) by the trustee in certain
circumstances. In addition, the sponsor may direct the trustee to terminate the
trust if the sponsor is unable to sell more than 60% of the units initially
authorized and the net worth of the trust is reduced to less than 40% of the
aggregate value of the bonds in the trust. In no event, however, may a trust
continue beyond the Mandatory Termination Date set forth herein. In the event of
termination, written notice thereof will be sent by the trustee to all
unitholders. Within a reasonable period after termination, the trustee will sell
any remaining bonds, and, after paying all expenses and charges incurred by the
trust, will distribute to each unitholder, upon surrender of his units
(including certificates, if any), his pro rata share of the balances remaining
in the Interest and Principal Accounts of the trust.
Experts
Legal Matters. Chapman and Cutler LLP, 111 West Monroe Street, Chicago,
Illinois 60603, acts as counsel for the trust and has passed upon the legality
of the units.
Independent Registered Public Accounting Firm. The statement of financial
condition, including the Trust Portfolio, appearing herein, have been audited by
Grant Thornton LLP, independent registered public accounting firm, as set forth
in their report thereon appearing elsewhere herein and is included in reliance
on such report given on the authority of such firm as experts in accounting and
auditing.
Description of Bond Ratings
Standard & Poor's Rating. A Standard & Poor's issue credit rating is a
current opinion of the creditworthiness of an obligor with respect to a specific
financial obligation, a specific class of financial obligations, or a specific
financial program (including ratings on medium term note programs and commercial
paper programs). It takes into consideration the creditworthiness of guarantors,
insurers, or other forms of credit enhancement on the obligation and takes into
account the currency in which the obligation is denominated. The opinion
evaluates the obligor's capacity and willingness to meet its financial
commitments as they come due, and may assess terms, such as collateral security
and subordination, which could affect ultimate payment in the event of default.
The issue credit rating is not a recommendation to purchase, sell, or hold a
financial obligation, inasmuch as it does not comment as to market price or
suitability for a particular investor. Issue credit ratings are based on current
information furnished by the obligors or obtained by Standard & Poor's from
other sources it considers reliable. Standard & Poor's does not perform an audit
in connection with any credit rating and may, on occasion, rely on unaudited
financial information. Credit ratings may be changed, suspended, or withdrawn as
a result of changes in, or unavailability of, such information, or based on
other circumstances.
Issue credit ratings are based, in varying degrees, on the following
considerations:
o Likelihood of payment--capacity and willingness of the obligor to meet
its financial commitment on an obligation in accordance with the terms
of the obligation;
o Nature of and provisions of the obligation; and
o Protection afforded by, and relative position of, the obligation in the
event of bankruptcy, reorganization, or other arrangement under the
laws of bankruptcy and other laws affecting creditors' rights.
AAA-- An obligation rated `AAA' has
the highest rating assigned by Standard & Poor's. The obligor's capacity to meet
its financial commitment on the obligation is extremely strong.
AA -- An obligation rated `AA' differs from the highest rated obligations
only in small degree. The obligor's capacity to meet its financial commitment on
the obligation is very strong.
A -- An obligation rated `A' is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than obligations in
higher rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.
BBB -- An obligation rated `BBB' exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity of the obligor to meet its financial commitment
on the obligation.
Plus (+) or minus (-) -- The ratings from `AA' to `CCC' may be modified by
the addition of a plus or minus sign to show relative standing within the major
rating categories.
NR -- This indicates that no rating has been requested, that there is
insufficient information on which to base a rating, or that Standard & Poor's
does not rate a particular obligation as a matter of policy.
*Moody's Investors Service Rating. A summary of the meaning of the
applicable rating symbols as published by Moody's follows:
Aaa -- Obligations rated Aaa are judged to be of the highest quality, with
minimal credit risk.
Aa -- Obligations rated Aa are judged to be of high quality and are subject
to very low credit risk.
A -- Obligations rated A are considered upper-medium grade and are subject
to low credit risk.
Baa -- Obligations rated Baa are subject to moderate credit risk. They are
considered medium-grade and as such may possess certain speculative
characteristics.
NR -- This indicates that no rating has been requested, that there is
insufficient information on which to base a rating, or that Moody's does not
rate a particular obligation as a matter of policy.
Moody's applies numerical modifiers 1, 2 and 3 in each rating
classification from "Aa" through "Caa." The modifier 1 indicates that the issuer
or obligation ranks in the higher end of its generic rating category; the
modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking
ranks in the lower end of its generic rating category.
Report of Independent Registered Public Accounting Firm
Unitholders
Claymore Securities Defined Portfolios, Series 626
We have audited the accompanying statement of financial condition,
including the trust portfolio set forth on pages 10 and 11 of this prospectus,
of Claymore Securities Defined Portfolios, Series 626, as of ______ , 2009, the
Inception Date. This statement of financial condition is the responsibility of
the trust's sponsor. Our responsibility is to express an opinion on this
statement of financial condition based on our audit.
We conducted our audit in accordance with the auditing standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the statement of financial condition is free of material misstatement.
The trust is not required to have, nor were we engaged to perform an audit of
its internal control over financial reporting. Our audit included consideration
of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the trust's internal control over
financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the statement of financial condition, assessing the accounting
principles used and significant estimates made by the sponsor, as well as
evaluating the overall statement of financial condition presentation. Our
procedures included confirmation with The Bank of New York Mellon, trustee, of
securities owned, cash or an irrevocable letter of credit deposited for the
purchase of securities as shown in the statement of financial condition as of
______ , 2009, by correspondence with the trustee. We believe that our audit of
the statement of financial condition provides a reasonable basis for our
opinion.
In our opinion, the statement of financial condition referred to above
presents fairly, in all material respects, the financial position of Claymore
Securities Defined Portfolios, Series 626, as of ______ , 2009, in conformity
with accounting principles generally accepted in the United States of America.
Grant Thornton LLP
Chicago, Illinois
______ , 2009
Claymore Securities Defined Portfolios, Series 626
Statement of Financial Condition
as of the Inception Date, ______ , 2009
Investment in bonds
Sponsor's contracts to purchase underlying securities backed by
cash deposited (1)(2) $
Cash (3)
Accrued interest receivable (2)(4)
========
Total $
========
Liabilities and interest of unitholders Liabilities:
Amount due to Trustee (4) $
Organization costs, deferred sales fee and licensing fee
--------
Total $
========
Interest of unitholders:
Cost to unitholders (5) $
Less: deferred sales fee (6)
Less: organization costs and licensing fee (7)(8)
--------
Net interest of unitholders
--------
Total $
========
Number of units
========
Net Asset Value per Unit $
========
- --------------------------------------------------------------------------------
(1) Aggregate cost to the trust of the bonds listed under "Trust Portfolio" are
based on offering side valuations determined by the evaluator, based upon
prices provided by Standard & Poor's Securities Evaluations, on the basis
set forth under "Public Offering--Offering Price."
(2) On the Inception Date, the sponsor deposited bonds, contracts and/or funds
(represented by cash or a certified check issued by a major commercial
bank) necessary for the purchase of the underlying securities according to
their purchase contracts and accrued interest from the Inception Date to
the expected dates of delivery.
(3) During the initial offering period, a portion of the Public Offering Price
represents an amount of cash deposited to pay all or a portion of the costs
of organizing the trust, including the licensing fee paid by the trust.
(4) On the basis set forth under "Rights of Unitholders--Distribution of
Interest and Principal" the trustee will advance an amount equal to the
accrued interest on the bonds as of the "First Settlement Date," plus any
cash received by the trustee with respect to interest on the bonds prior to
such date, and the same will be distributed to the sponsor on the First
Settlement Date. Consequently, the amount of interest accrued on a unit to
be added to the Public Offering Price thereof will include only such
accrued interest from the First Settlement Date to the date of settlement,
less all withdrawals and deductions from the Interest Account subsequent to
the First Settlement Date made with respect to the unit.
(5) Aggregate Public Offering Price (exclusive of interest) is computed on the
number of units set forth above under "Public Offering--Offering Price."
(6) The total sales fee consists of a deferred sales fee. On the Inception
Date, the sales fee is $39.50 per unit.
(7) A portion of the Public Offering Price consists of an amount sufficient to
pay for all or a portion of the costs of establishing the trust. These
costs have been estimated at $____ per unit for the trust.
(8) A licensing fee is paid to GPAM for the use of intellectual property owned
by GPAM, which is estimated to be $___ per unit.
Contents
Investment Summary
- --------------------------------------------------------------------------------
A concise 2 Overview
description 2 Investment Objective
of essential 2 Principal Investment Strategy
information 2 Bond Selection
about the 3 Guggenheim Partners Asset Management,
portfolio Inc. (GPAM)
3 Future Trusts
3 Essential Information
4 Types of Bonds
4 Bond Ratings
5 Summary of Essential Financial Information
6 Principal Risks
7 Taxes
7 Distributions
8 Market for Units
8 Who Should Invest
8 Fees and Expenses
9 Example
10 Trust Portfolio
Understanding Your Investment
- --------------------------------------------------------------------------------
Detailed 12 The Trust
information 12 Public Offering
to help you 16 Underwriting Concessions
understand 17 Underwriting
your 18 Investment Risks
investment 24 The Secondary Market
24 Estimated Current Return and Estimated
Long-Term Return to Unitholders
25 Tax Status
27 Rights of Unitholders
32 How to Sell Your Units
34 General Information
38 Amendment and Termination
of the Trust Agreement
39 Experts
39 Description of Bond Ratings
41 Report of Independent Registered Public
Accounting Firm
42 Statement of Financial Condition
Where to Learn More
- --------------------------------------------------------------------------------
You can contact us for Visit us on the Internet
free information about http://www.claymore.com
these investments. By e-mail
invest@claymore.com
Call Claymore (800) 345-7999
Pricing Line (888) 248-4954
Call The Bank of New York Mellon
(800) 701-8178 (investors)
(800) 647-3383 (brokers)
Additional Information
- --------------------------------------------------------------------------------
This prospectus does not contain all information filed with the
Securities and Exchange Commission. To obtain or copy this information
(a duplication fee may be required):
E-mail: publicinfo@sec.gov
Write: Public Reference Section, Washington, D.C. 20549-0102
Visit: http://www.sec.gov (EDGAR Database)
Call: 1-202-942-8090 (only for information on
the operation of the Public Reference Section)
Refer to:
Claymore Securities Defined Portfolios, Series 626
Securities Act file number: 333-161550
Investment Company Act file number: 811-03763
When units of the trust are no longer available, we may use this prospectus
as a preliminary prospectus for a future trust. In this case you should
note that:
The information in this prospectus is not complete with respect to future
trusts and may be changed. No one may sell units of a future trust until a
registration statement is filed with the Securities and Exchange Commission
and is effective. This prospectus is not an offer to sell units and is not
soliciting an offer to buy units in any state where the offer or sale is
not permitted.
Prospectus
Claymore/Guggenheim
Intermediate
Investment-Grade
Corporate Trust, Series 9
Claymore Securities
Defined Portfolios
Series 626
DATED ______ , 2009
CONTENTS OF REGISTRATION STATEMENT
A. Bonding Arrangements of Depositor:
The Depositor has obtained the following Securities Dealer Blanket Bond for
its officers, directors and employees:
INSURER/POLICY NO. AMOUNT
National Union Fire Insurance
Company of Pittsburgh, Pennsylvania $250,000
959-9000
This Registration Statement comprises the following papers and documents.
The Facing Sheet
The Prospectus
The Signatures
Consents of Counsel
The following exhibits:
1.1 Reference Trust Agreement (to be supplied by amendment).
1.1.1 Standard Terms and Conditions of Trust (Reference is made to Exhibit
1.1.1 to Amendment No. 1 to the Registration Statement on Form S-6 for
Claymore Securities Defined Portfolios, Series 118 (File No.
333-81826) filed on February 6, 2002.
2.1 Code of Ethics (Reference is made to Exhibit 2.1 to the Registration
Statement on Form S-6 for Claymore Securities Deferred Portfolios,
Series 213 (File No. 333-122184 filed on February 9, 2005).
3.1 Opinion of counsel as to legality of the securities being registered
including a consent to the use of its name in the Registration
Statement (to be supplied by amendment).
3.2 Opinion of counsel as to the Trustee and the Trust(s) including a
consent to the use of its name in the Registration Statement (to be
supplied by amendment).
4.1 Consent of Independent Registered Public Accounting Firm (to be
supplied by amendment).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Claymore Securities Defined Portfolios, Series 626 has duly caused Amendment No.
1 to this Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Lisle, and State of Illinois, on the
1st day of September, 2009.
CLAYMORE SECURITIES DEFINED PORTFOLIOS, SERIES 626
Registrant
By: CLAYMORE SECURITIES, INC.
Depositor
By: /s/ Kevin Robinson
-------------------------
Kevin Robinson
Pursuant to the requirements of the Securities Act of 1933, Amendment No. 1
to this Registration Statement has been signed below on September 1, 2009 by the
following persons, who constitute a majority of the Board of Directors of
Claymore Securities, Inc.
SIGNATURE* TITLE*** DATE
CHRISTIAN MAGOON** President ) By: /s/ Kevin Robinson
------------------
) Kevin Robinson
) Attorney-in-Fact*
)
DAVID HOOTEN* Chief Executive Officer and ) September 1, 2009
Chairman of the Board of )
Directors )
MICHAEL RIGERT* Vice Chairman ) September 1, 2009
ANTHONY DILEONARDI* Vice Chairman ) September 1, 2009
BRUCE ALBELDA* Chief Financial Officer and September 1, 2009
Director
/s/ Kevin Robinson
KEVIN ROBINSON Senior Managing Director, September 1, 2009
General Counsel and Secretary
- -----------------------
* An executed copy of the related power of attorney was filed as Exhibit
6.0 to Registration Statement No. 333-149523 on April 9, 2008.
** An executed copy of the related power of attorney was filed as Exhibit
6.0 to Registration Statement No. 333-150840 on June 2, 2008.
*** The titles of the persons named herein represent their capacity in and
relationship to Claymore Securities, Inc., the Depositor.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The consent of Grant Thornton LLP to the use of its report and to the
reference to such firm in the Prospectus included in the Registration Statement
will be filed as Exhibit 4.1 to the Registration Statement.
CONSENT OF CHAPMAN AND CUTLER LLP
The consent of Chapman and Cutler LLP to the use of its name in the
Prospectus included in the Registration Statement will be contained in its
opinion to be filed as Exhibit 3.1 to the Registration Statement.
CONSENT OF DORSEY & WHITNEY LLP
The consent of Dorsey & Whitney LLP to the use of its name in the Prospectus
included in the Registration Statement will be contained in its opinion to be
filed as Exhibit 3.2 to the Registration Statement.
MEMORANDUM
Re: Claymore Securities Defined Portfolios, Series 626
The list of securities comprising the trust of the fund, the evaluation,
record and distribution dates and other changes pertaining specifically to the
new series, such as size and number of units of the trust in the fund and the
statement of financial condition of the new fund will be filed by amendment.
1940 ACT
FORMS N-8A AND N-8B-2
Form N-8A and Form N-8B-2 were filed in respect of Claymore Securities
Defined Portfolios, Series 118 (and subsequent series) (File No. 333-81826).
1933 ACT
THE INDENTURE
The form of the proposed Standard Terms and Conditions of Trust is expected
to be in all respects consistent with the form of the Standard Terms and
Conditions of Trust dated February 6, 2002 relative to Claymore Securities
Defined Portfolios, Series 118.
CHAPMAN AND CUTLER LLP
Chicago, Illinois
September 1, 2009