As filed with the U.S. Securities and Exchange Commission on November 21, 2017

Registration No. 333-            

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-14

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

POWERSHARES ACTIVELY MANAGED EXCHANGE-TRADED FUND TRUST

(Exact Name as Specified in Charter)

3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515

(Address of Principal Executive Office)

Registrant’s Telephone Number, including Area Code (800) 983-0903

Anna Paglia, Esquire

3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515

(Name and Address of Agent for Service)

Approximate Date of Public Offering: As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933.

Title of Securities Being Offered: Shares of Beneficial Interest, no par value, of PowerShares Total Return Bond Portfolio and PowerShares Ultra Short Duration Portfolio.

An indefinite amount of the Registrant’s securities has been registered under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940. In reliance upon such Rule, no filing fee is paid at this time.

It is proposed that this filing will become effective on December 21, 2017 pursuant to Rule 488.

227 West Monroe Street

Chicago, Illinois 60606

[DATE]

Dear Shareholder:

I am writing to invite you to the special joint meeting (together with any postponements or adjournments thereof, the “Meeting”) of the shareholders of each series of Claymore Exchange-Traded Fund Trust and Claymore Exchange-Traded Fund Trust 2 (each, a “Trust,” and together, the “Trusts”) identified in the enclosed Notice of Joint Special Meeting of Shareholders (the “Notice”) to be held at 1:00 p.m. Central time at the Trusts’ offices at 227 West Monroe Street, Chicago, Illinois 60606 on February 16, 2018. The purpose of the Meeting is to vote on a proposal that affects each fund identified in the Notice (each a “Claymore Fund,” and collectively, the “Claymore Funds”).

On September 28, 2017, Guggenheim Capital LLC entered into an agreement to sell its exchange-traded funds business to Invesco Ltd., a leading independent global investment management company (the “Transaction”). In connection with the Transaction, the Board of Trustees (the “Board”) of each Trust has approved, pursuant to an Agreement and Plan of Reorganization (the “Plan of Reorganization”), the transfer of the assets of each Claymore Fund to a corresponding, newly formed series (each, a “PowerShares Fund,” and collectively, the “PowerShares Funds”) of the PowerShares by Invesco family of funds (the “Reorganization”). The Reorganization would occur by transferring all or substantially all of the assets and substantially all of the liabilities of each Claymore Fund to a corresponding PowerShares Fund with the same investment objective, as well as substantially the same principal investment strategies and principal investment risks, as the corresponding Claymore Fund. If shareholders approve the Plan of Reorganization, and certain other closing conditions are met, you will receive a number of shares of beneficial interest of the corresponding PowerShares Fund (and cash with respect to any fractional shares held) equal in value to the net asset value of the shares of your Claymore Fund(s) immediately prior to the Reorganization.

Each Claymore Fund, except the Guggenheim Ultra Short Duration ETF and Guggenheim Total Return Bond ETF, is an index fund that seeks investment results that correspond generally to the performance, before fees and expenses, of an underlying index. The Guggenheim Ultra Short Duration ETF and Guggenheim Total Return Bond ETF are actively managed funds that will be reorganized into PowerShares Ultra Short Duration Portfolio and the PowerShares Total Return Board Portfolio, respectively. Upon the closing of the Reorganization (the “Closing”), each PowerShares Fund will have the same investment objective, and, for each index fund, will seek to track the same underlying index, as its corresponding Fund. Similar to the Guggenheim Ultra Short Duration ETF and Guggenheim Total Return Bond ETF, the PowerShares Ultra Short Duration Portfolio and PowerShares Total Return Bond Portfolio will be actively managed. Although the PowerShares Funds will be advised by a different investment adviser, each PowerShares Fund’s investment objective will be the same, and its principal investment strategies and principal investment risks will be substantially the same, as those of its corresponding Claymore Fund at the time of the Closing. In addition, the fees and annual fund operating expense ratio of each PowerShares Fund (after waivers) will be the same as, or lower than, the fees and annual fund operating expense ratio of its corresponding Claymore Fund as of September 28, 2017 and through the later of: (i) two years from the Closing; or (ii) each Claymore Fund’s cap expiration date as listed in its then current registration statement on September 28, 2017. Thereafter, the annual fund operating expense ratio (after waivers) may change.

Guggenheim Funds Investment Advisors, LLC serves as the investment adviser for each Claymore Fund, except the Guggenheim Total Return Bond ETF, which is managed by Guggenheim Partners Investment Management, LLC. Each Claymore Fund’s investment adviser has recommended that the Board of each Trust approve the Plan of Reorganization for each Fund.

After careful consideration of the proposed Reorganization, the Board of each Trust determined that the Reorganization is in the best interests of each Claymore Fund and recommends that shareholders of each Claymore Fund vote FOR the Plan of Reorganization.

You can vote in one of four ways:

We encourage you to vote over the Internet or by telephone, using the voting control number that appears on your proxy card. The enclosed combined Proxy Statement and Prospectus contains further information about the proposed Reorganization and the PowerShares Funds. Your vote is extremely important, so we ask that you please read the enclosed materials and submit your vote. If you have questions, please call AST Fund Solutions, LLC, our proxy solicitor, at [    ].

Proxies may be revoked prior to the Meeting by timely executing and submitting a revised proxy (following the methods noted above), by giving written notice of revocation to the applicable Trust prior to the Meeting, or by voting in person at the Meeting.

We appreciate your participation and prompt response in this matter and thank you for your continued support.

227 West Monroe Street

Chicago, Illinois 60606

NOTICE OF SPECIAL JOINT MEETING OF SHAREHOLDERS

Notice is hereby given that a Special Joint Meeting of Shareholders of the Claymore Exchange Traded Fund Trust and Claymore Exchange-Traded Fund Trust 2 (each, a “Claymore Trust,” and together, the “Claymore Trusts”) will be held at the Trusts’ offices at 227 West Monroe Street, Chicago, Illinois 60606, on February 16, 2018, at 1:00 p.m. Central time (together with any postponements or adjournments thereof, the “Meeting”). The Meeting will be held on behalf of each of the Claymore Trusts’ series listed below (each, a “Claymore Fund,” and collectively, the “Claymore Funds”):

At the Meeting, shareholders of the Claymore Funds will be asked to vote to approve a proposal to reorganize each Claymore Fund into a corresponding fund that will be part of the PowerShares by Invesco family of funds (the “Reorganization”). The Reorganization would occur pursuant to the terms of an Agreement and Plan of Reorganization (the “Plan of Reorganization”), which provides for the transfer of all or substantially all of the assets and substantially all of the liabilities of each Claymore Fund to a corresponding, newly formed series of the PowerShares by Invesco family of funds (each, a “PowerShares Fund”), in exchange for shares of the corresponding PowerShares Fund, and the distribution of such PowerShares Fund shares to the shareholders of each Claymore Fund in complete liquidation of such Fund. If shareholders of a Claymore Fund approve the Plan of Reorganization, and certain other closing conditions are met or waived, shareholders of the Claymore Fund will receive a number of shares of beneficial interest of its corresponding PowerShares Fund (and cash with respect to any fractional shares held) equal in value to the net asset value of the shares of the Claymore Fund immediately prior to the closing of the Reorganization. Each PowerShares Fund will have identical investment objectives, and substantially the same principal investment strategies and principal investment risks, as its corresponding Claymore Fund.

The Board of Trustees of each Claymore Trust recommends that shareholders of each Claymore Fund vote FOR the Plan of Reorganization.

Shareholders of record of the Claymore Funds at the close of business on December 20, 2017 are entitled to notice of, and to vote at, the Meeting, even if such shareholders no longer own shares of the Claymore Funds. The persons named as proxies will vote in their discretion on any other business that may properly come before the Meeting, including any adjournments or postponements of the Meeting.

The proposal to reorganize the Claymore Funds is discussed in detail in the Combined Proxy Statement and Prospectus attached to this notice. Please read those materials carefully for information concerning the proposal.

You are requested to complete, date, and sign the enclosed proxy card(s) and return it (them) promptly in the envelope provided for that purpose. Your proxy card(s) also provides instructions for voting via telephone or the Internet if you wish to take advantage of these voting options. Proxies may be revoked prior to the Meeting by timely executing and submitting a revised proxy, by giving written notice of revocation to a Claymore Trust prior to the Meeting, or by voting in person at the Meeting.

[DATE]

YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD(S) IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT YOUR PROXY CARD(S) BE RETURNED PROMPTLY.

FOR YOUR CONVENIENCE, YOU MAY ALSO VOTE BY TELEPHONE OR INTERNET BY FOLLOWING THE ENCLOSED INSTRUCTIONS. IF YOU VOTE BY TELEPHONE OR VIA THE INTERNET, PLEASE DO NOT RETURN YOUR PROXY CARD(S) UNLESS YOU ELECT TO CHANGE YOUR VOTE.

THE INFORMATION IN THIS COMBINED PROXY STATEMENT AND PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS COMBINED PROXY STATEMENT AND PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Combined Proxy Statement and Prospectus

                 , 2017

Introduction

This Combined Proxy Statement and Prospectus (the “Proxy Statement/Prospectus”) is being furnished to shareholders of the following series (each a “Claymore Fund,” and collectively, the “Claymore Funds”) of Claymore Exchange-Traded Fund Trust (“Claymore Trust 1”) and Claymore Exchange-Traded Fund Trust 2 (“Claymore Trust 2,” and together with Claymore Trust 1, the “Claymore Trusts”) in connection with the solicitation by each Claymore Trust’s Board of Trustees (the “Claymore Board”) of proxies to be used at a special joint meeting of shareholders of the Claymore Funds:

The special joint meeting of shareholders will be held at the offices of the Claymore Trusts, 227 West Monroe Street, Chicago, Illinois 60606 on February 16, 2018, at 1:00 p.m., Central time (together with any postponements or adjournments thereof, the “Meeting”).

The purpose of the Meeting is to permit shareholders of each Claymore Fund to vote on a proposed Agreement and Plan of Reorganization (the “Plan of Reorganization”) that provides for the reorganization (the “Reorganization”) of each Claymore Fund into a corresponding, newly formed series of the PowerShares by Invesco family of funds identified on Appendix A of this Proxy Statement/Prospectus (each, a “PowerShares Fund,” and collectively, the “PowerShares Funds”). Each PowerShares Fund is a series of PowerShares Exchange-Traded Fund Trust (“PowerShares Trust I”), PowerShares Exchange-Traded Fund Trust II (“PowerShares Trust II”), PowerShares Exchange-Traded Self-Indexed Fund Trust (“PowerShares Self-Indexed Trust”), or PowerShares Actively Managed Exchange-Traded Fund Trust (“PowerShares Actively Managed Trust”), as identified on Appendix A . PowerShares Trust I, PowerShares Trust II, PowerShares Self-Indexed Trust and PowerShares Actively Managed Trust are each referred to in this Proxy Statement/Prospectus individually as a “PowerShares Trust,” and collectively as the “PowerShares Trusts.”

The purpose of this Proxy Statement/Prospectus is to solicit shareholder approval of the Plan of Reorganization. Pursuant to the Plan of Reorganization, it is proposed that each Claymore Fund will be reorganized into the corresponding PowerShares Fund listed directly opposite such Claymore Fund in Appendix A .

The Reorganization involves the transfer of all or substantially all of the assets and substantially all of the liabilities of each Claymore Fund to the corresponding PowerShares Fund, in exchange for shares of the corresponding PowerShares Fund (and cash with respect to any fractional shares) with an aggregate net asset value (“NAV”) equal to the net value of the assets and liabilities transferred by each Claymore Fund as of the close of business on the business day before the closing date of the Reorganization. After that exchange, shares of each PowerShares Fund received by its corresponding Claymore Fund will be distributed pro rata to such Claymore Fund’s shareholders in liquidation of the Claymore Fund. Therefore, if the Reorganization occurs and, as of the closing date of the Reorganization, you own shares of a Claymore Fund,, you will become a shareholder of a PowerShares Fund.

For federal income tax purposes, the Reorganization is not expected to result in income, gain or loss being recognized by any Claymore Fund or its shareholders (except with respect to cash received by a shareholder in lieu of fractional shares, if any).

The Claymore Funds are series of the Claymore Trusts, each an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and organized as a Delaware statutory trust. Each Claymore Fund, except the Guggenheim Ultra Short Duration ETF and Guggenheim Total Return Bond ETF, is an index fund that seeks investment results that correspond generally to the performance, before fees and expenses, of an underlying index (individually, a “Claymore Index Fund,” and collectively, the “Claymore Index Funds”). The Guggenheim Ultra Short Duration ETF and Guggenheim Total Return Bond ETF are actively managed funds that will be reorganized into PowerShares Ultra Short Duration Portfolio and the PowerShares Total Return Board Portfolio, respectively. The PowerShares Funds are newly organized series of the respective PowerShares Trusts, which are open-end management investment companies registered under the 1940 Act and organized as Massachusetts business trusts, with respect to PowerShares Trust I and PowerShares Trust II, and as Delaware statutory trusts, with respect to PowerShares Self-Indexed Trust and PowerShares Actively Managed Trust. Each PowerShares Fund is a “shell” fund that has been recently created, has not yet commenced operations and either has no assets or liabilities, or de minimis assets incident to its organization. Each PowerShares Fund was formed in connection with the Plan and the Reorganization to continue the business of its corresponding Claymore Fund. The PowerShares Funds will not commence operations until the completion of the Reorganization, which is subject to shareholder approval and certain other closing conditions. Once operational, each PowerShares Fund will have the same investment objective as its corresponding Claymore Fund, and each index fund (individually, a “PowerShares Index Fund,” and collectively, the “PowerShares Index Funds”) will seek to track the same underlying index as its corresponding Claymore Index Fund. Similar to the Guggenheim Ultra Short Duration ETF and Guggenheim Total Return Bond ETF, the PowerShares Ultra Short Duration Portfolio and PowerShares Total Return Bond Portfolio (individually, a “PowerShares Active Fund,” and collectively, the “PowerShares Active Funds”) will be actively managed, with the same principal investment strategies as the corresponding actively managed Claymore Fund.

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Guggenheim Funds Investment Advisors, LLC (“GFIA”) currently serves as the investment adviser to the Claymore Funds, except the Guggenheim Total Return Bond ETF. Guggenheim Partners Investment Management, LLC (“GPIM,” and together with GFIA, the “Claymore Advisers”) currently serves as the investment adviser to the Guggenheim Total Return Bond ETF, and as the sub-adviser to the Wilshire US REIT ETF and Guggenheim Ultra Short Duration ETF. Invesco PowerShares Capital Management LLC (“IPCM”) will serve as the investment adviser to the PowerShares Funds. Invesco Advisers, Inc. (“Invesco Advisers”) will serve as the sub-adviser to the PowerShares Active Funds. In addition to different investment advisers, certain of the PowerShares Funds’ service providers, including the distributor, auditor and administrator, will differ from those of the Claymore Funds. The Boards of Trustees of the PowerShares Funds (collectively, the “PowerShares Board” and together with the Rydex Board, the “Boards”) and the officers of the PowerShares Funds also will differ from those of the Claymore Funds. While certain service providers of the PowerShares Funds will differ from those of the Claymore Funds, certain other service providers, including the custodian, fund accounting agent and transfer agent, will be the same service provider as currently used by the Claymore Funds. In addition, the principal investment strategies and principal investment risks of each PowerShares Fund will be substantially the same as its corresponding Claymore Fund. The expense ratio (after waivers) of each PowerShares Fund will be the same as, or lower than, the expense ratio of its corresponding Claymore Fund as of September 28, 2017 and through the later of: (i) two years from the closing of the Reorganization; or (ii) the expiration date of the corresponding Claymore Fund’s expense cap as listed in its then current registration statement on September 28, 2017. Thereafter, the annual fund operating expense ratio (after waivers) may change.

After careful consideration of the proposed Reorganization, the Claymore Board determined that the Reorganization is in the best interests of each Claymore Fund. The Claymore Board recommends that shareholders of each Claymore Fund vote FOR the Plan of Reorganization.

Shareholders of record of each Claymore Fund at the close of business on December 20, 2017 (the “Record Date”) are entitled to notice of, and to vote at, the Meeting. This Proxy Statement/Prospectus, the proxy card(s) and the accompanying Notice of Special Joint Meeting of Shareholders were first mailed or given to shareholders of record of each Claymore Fund on or about [        ]. The Claymore Board requests that shareholders of the Claymore Funds vote their shares by completing and returning the enclosed proxy card(s) or by following one of the other methods for voting specified on the proxy card(s).

This Proxy Statement/Prospectus is both a proxy statement for the Claymore Funds with respect to the Reorganization and a prospectus for the PowerShares Funds. As such, it contains information that a Claymore Fund shareholder should know about the Reorganization before voting on the Plan of Reorganization, and it also sets forth information about the PowerShares Funds that a prospective investor ought to know before investing. Shareholders should read this entire Proxy Statement/Prospectus carefully and retain it for future reference.

The following documents have been filed with the Securities and Exchange Commission (the “SEC”) and are incorporated into this Proxy Statement/Prospectus by reference:

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The prospectus of each Claymore Fund and its annual and semi-annual reports have previously been delivered to the Claymore Funds’ shareholders. You may obtain a copy of each of the documents of the Claymore Funds described above, without charge, by calling 800-820-0888 or 301-296-5100, visiting the Guggenheim Investments website at www.guggenheiminvestments.com , or writing to Claymore Trust 1 or Claymore Trust 2, at 227 West Monroe Street, Chicago, Illinois 60606.

The PowerShares Funds do not have any annual or semi-annual reports at this time because they have not yet commenced operations as of the date of this Proxy Statement/Prospectus.

The Claymore Trusts and the PowerShares Trusts (sometimes referred to herein collectively as the “Trusts”) are each subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the 1940 Act, and in accordance therewith file reports and other information with the SEC. Information

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about the Claymore Funds and PowerShares Funds (sometimes referred to herein individually as a “Fund,” and collectively as the “Funds”), including each document incorporated by reference, can also be reviewed and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling the SEC at 202-551-8090. Reports and other information about the Claymore Funds are available, and in the case of the PowerShares Funds, will be available, on the EDGAR Database on the SEC’s website at www.sec.gov , and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, D.C. 20549.

Shares of the PowerShares Funds have not been approved or disapproved by the SEC. The SEC has not passed on upon the adequacy of this Proxy Statement/Prospectus. Any representation to the contrary is a criminal offense.

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TABLE OF CONTENTS

[PAGE NUMBERS/HEADINGS TO BE UPDATED]

PROPOSAL:

APPROVAL OF AN AGREEMENT AND PLAN OF REORGANIZATION

SYNOPSIS

This Proxy Statement/Prospectus provides a brief overview of the key features and other matters typically of concern to shareholders affected by a reorganization of one fund into another fund. This synopsis is qualified in its entirety by the remainder of this Proxy Statement/Prospectus, which you should read carefully because it contains additional information and further details regarding the Reorganization and the information incorporated by reference into this Proxy Statement/Prospectus. The description of the Reorganization is qualified by reference to the full text of the Plan of Reorganization, a form of which is attached as  Appendix B .

WHY AM I RECEIVING THIS PROXY STATEMENT/PROSPECTUS?

You are receiving these proxy materials – a notice of the Meeting, the Proxy Statement/Prospectus and the accompanying proxy card(s) – because you have the right to vote concerning your investment in one or more Claymore Funds. Each shareholder of a Claymore Fund as of the Record Date is entitled to one vote for each whole share, and to a proportionate fractional vote for each fractional share, if any, in such shareholder’s name on the books of that Claymore Fund. Shares represented by properly executed proxies, unless revoked before or at the Meeting, will be voted according to shareholders’ instructions. If you sign a proxy but do not fill in a vote, your shares will be voted FOR approving the Plan of Reorganization. If any other business comes before the Meeting, your shares will be voted with respect to that other business at the discretion of the persons named as proxies.

WHAT IS THE PROPOSAL BEING CONSIDERED AT THE MEETING?

Management of the Claymore Funds has recommended reorganizing each Claymore Fund into a corresponding, newly formed PowerShares Fund, as set forth in Appendix A to this Proxy Statement/Prospectus.

If shareholders of a Claymore Fund approve the Plan of Reorganization and certain additional closing conditions are satisfied or waived, the corresponding PowerShares Fund would receive, in accordance with the Plan of Reorganization, all or substantially all of the assets and substantially all of the liabilities of that Claymore Fund in exchange for shares of the PowerShares Fund (and cash with respect to any fractional shares). The Claymore Fund, in turn, would distribute those PowerShares Fund shares (and cash with respect to any fractional shares) to its shareholders in liquidation, and shareholders of the Claymore Fund will become shareholders of the corresponding PowerShares Fund. Your shares of that Claymore Fund would then be cancelled. Pursuant to the Plan of Reorganization, shares of a PowerShares Fund (and cash with respect to any fractional shares) that you will receive will have an aggregate NAV equal to the aggregate NAV of your Claymore Fund shares immediately prior to the Reorganization. If approved, the Reorganization is currently scheduled to take place on or about [        ], 2018 (the “Closing Date”).

WHY IS THE PROPOSAL BEING SUBMITTED TO A VOTE OF CLAYMORE FUND SHAREHOLDERS?

The Plan of Reorganization is being submitted to a vote of the shareholders of each Claymore Fund because, pursuant to the terms of the Plan of Reorganization and as required by the Claymore Funds’ governing documents, the Reorganization will not be consummated without shareholder approval. In other words, if shareholders of a Claymore Fund do not approve the Plan of Reorganization, that Claymore Fund will not be reorganized into its corresponding PowerShares Fund.

WHY IS THE REORGANIZATION BEING PROPOSED BY MANAGEMENT?

On September 28, 2017, Guggenheim Capital LLC (“Guggenheim Capital”) entered into an agreement (the “Transaction Agreement”) to sell its exchange-traded funds (“ETF”) business to Invesco Ltd. (“Invesco”), a leading independent global investment management company (the “Transaction”). In connection with the Transaction, the Claymore Advisers recommended that the Claymore Board approve the Plan of Reorganization to reorganize the

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Claymore Funds to the PowerShares by Invesco family of funds. The Claymore Advisers conducted a comparative evaluation of (i) the PowerShares by Invesco family of funds, (ii) IPCM, the investment adviser of the PowerShares Funds and an indirect wholly owned subsidiary of Invesco, and (iii) Invesco, the parent company of IPCM. Such evaluation included (i) IPCM’s investment processes and capabilities, (ii) IPCM’s and Invesco’s administrative and distribution capabilities, (iii) the other funds offered by IPCM, (iv) the compliance culture and infrastructure of IPCM, Invesco and the PowerShares by Invesco family of funds, and (v) the reputation of Invesco, IPCM and the PowerShares by Invesco family of funds in the marketplace. In view of the foregoing considerations, each Claymore Adviser believes that the proposed Reorganization is in the best interests of the Claymore Funds and their shareholders.

WHAT IS THE RECOMMENDATION OF THE CLAYMORE BOARD?

After a careful consideration of the proposed Reorganization, the Claymore Board determined, at a meeting held on November 15, 2017, that the Reorganization was in the best interests of each of the Claymore Funds. In making this determination, the Claymore Board considered information provided by Guggenheim and Invesco with respect to the potential benefits of the Reorganization, including that the Claymore Funds may benefit from an organization of Invesco’s size and scale, as well as from Invesco’s range of services, financial strength and ETF industry expertise, and that access to Invesco’s distribution capabilities may create the potential for asset growth which, if realized, may result in better liquidity, narrower trading spreads and greater efficiencies. In addition, the Claymore Board considered that the Reorganization is designed to provide each of the Claymore Funds the ability to continue its performance record through a tax-free reorganization into a corresponding PowerShares Fund with the same investment objective and substantially similar principal investment strategies and risks. A more detailed discussion of the factors considered by the Claymore Board is included later in this Proxy Statement/Prospectus. In addition to the factors noted above, the Claymore Board considered that each PowerShares Fund would adopt the same management fee structure as the corresponding Claymore Fund and considered the potential impact on the total fees and expenses of each Claymore Fund as it transitioned to a PowerShares Fund. The Claymore Board recommends that shareholders of each Claymore Fund vote FOR the Plan of Reorganization.

Please see “Factors Considered by the Claymore Board in Approving the Plan of Reorganization” in the section titled “INFORMATION ABOUT THE PROPOSED REORGANIZATION” in this Proxy Statement/Prospectus for more information regarding the Claymore Board’s considerations.

ARE THERE ANY SIGNIFICANT DIFFERENCES BETWEEN THE CLAYMORE FUND SHARES AND THE POWERSHARES FUND SHARES?

Under the Plan of Reorganization, each Claymore Fund will be reorganized into a corresponding PowerShares Fund. The shares of a PowerShares Fund (and cash with respect to any fractional shares) you receive in exchange for your Claymore Fund shares will have an aggregate NAV equal to the aggregate NAV of your respective Claymore Fund shares as of the close of business on the business day before the Closing Date.

In general, the method of buying and selling shares, pricing, and portfolio holdings disclosure policies, among other factors, are substantially similar between the Funds. Additionally, distributions of net investment income and net realized capital gains by each PowerShares Fund will be paid on the same schedule after the Reorganization. For more information, please see the section “ADDITIONAL INFORMATION ABOUT THE FUNDS” in this Proxy Statement/Prospectus.

The Claymore Trusts, PowerShares Self-Indexed Trust and PowerShares Actively Managed Trust are organized in Delaware. PowerShares Trust I and PowerShares Trust II are organized in Massachusetts. Although the differing state laws result in some differences, the governing instruments of the Trusts are substantially similar. For more information, please see “ADDITIONAL INFORMATION ABOUT THE FUNDS—Business Structures, Shareholder Rights and Applicable Law.”

HOW DO THE FUNDS’ INVESTMENT OBJECTIVES, FUNDAMENTAL INVESTMENT RESTRICTIONS, PRINCIPAL INVESTMENT STRATEGIES AND PRINCIPAL INVESTMENT RISKS COMPARE?

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Investment Objectives:

The investment objectives of each Claymore Fund and its corresponding PowerShares Fund are identical. Each Claymore Index Fund is an index fund that seeks investment results that correspond generally to the performance, before the Fund’s fees and expenses, of an underlying index (each an “Underlying Index”). If shareholders of the Claymore Index Funds approve the Reorganization, the licensing agreements between each index provider and a Claymore Adviser are expected to be assigned to IPCM. Likewise, each PowerShares Index Fund, upon commencing operations, will be entitled to use its respective Underlying Index pursuant to a sub-licensing agreement with IPCM. The Guggenheim Ultra Short Duration ETF and Guggenheim Total Return Bond ETF and their corresponding PowerShares Funds are actively managed. For more information, see “COMPARISON OF THE FUNDS—Comparison of Investment Objectives.”

Fundamental Investment Restrictions:

The fundamental investment restrictions of each Claymore Fund and its corresponding PowerShares Fund are substantially similar. For more information, see “COMPARISON OF THE FUNDS—Comparison of Investment Restrictions.”

Principal Investment Strategies:

The principal investment strategies of each Claymore Fund are substantially the same as those of its corresponding PowerShares Fund. While some PowerShares Funds have identical investment strategies as their corresponding Claymore Fund, certain PowerShares Index Funds will employ substantially the same strategies as their corresponding Claymore Index Funds, except that their stated strategies require them to invest an even greater percentage of their assets in the components of the Underlying Index pursuant to the terms of the corresponding PowerShares Trust’s exemptive relief.

For additional information, see “COMPARISON OF THE FUNDS—Comparison of Principal Investment Strategies.”

Principal Investment Risks:

The principal investment risks of each Claymore Fund are substantially the same as those of its corresponding PowerShares Fund, except that the Claymore Funds that currently are classified as diversified funds will be reorganized into corresponding PowerShares Funds that are classified as non-diversified funds, which are subject to non-diversification risk. Specifically, the Guggenheim Insider Sentiment ETF, Guggenheim Mid-Cap Core ETF, Guggenheim Multi-Asset Income ETF, Guggenheim Raymond James SB-1 Equity ETF, Wilshire Micro-Cap ETF, Wilshire US REIT ETF, Guggenheim S&P Global Dividend Opportunities Index ETF, Guggenheim Defensive Equity ETF, Guggenheim Ultra Short Duration ETF, Guggenheim China Small Cap ETF, Guggenheim International Multi-Asset Income ETF and Guggenheim U.S. Large Cap Optimized Volatility ETF currently are diversified funds, whereas their corresponding PowerShares Funds are non-diversified funds. For additional information, see “COMPARISON OF THE FUNDS—Comparison of Principal Investment Risks” and Appendix C —”Description of Principal Investment Risks.”

HOW DO THE FUNDS’ HISTORICAL PERFORMANCE COMPARE?

Each PowerShares Fund is a newly formed “shell” fund that has not yet commenced operations, and therefore has no performance history. Each PowerShares Fund has been organized solely in connection with the Reorganization to acquire all or substantially all of the assets and substantially all of the liabilities and continue the business of its corresponding Claymore Fund. Therefore, if shareholders of a Claymore Fund approve the Plan of Reorganization and that Claymore Fund is reorganized into its corresponding PowerShares Fund, the Claymore Fund will remain the “accounting survivor.” This means that the combined Funds will continue to show the historical investment performance and returns of the Claymore Funds (even after their liquidation).

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The historical performance of each Claymore Fund is set forth under “PERFORMANCE INFORMATION” in the prospectuses for the Claymore Funds, which are incorporated into this Proxy Statement/Prospectus by reference.

WILL THE REORGANIZATION RESULT IN A HIGHER INVESTMENT MANAGEMENT FEE RATE OR HIGHER FUND EXPENSE RATES? HOW DO THE EXPENSES OF THE FUNDS COMPARE?

No change will occur in the advisory fee rate as a result of the Reorganization. In addition, IPCM will maintain the annual fund operating expense ratio (after waivers) of each PowerShares Fund at the same or lower level as the current annual fund operating expense ratio of the corresponding Claymore Fund as of September 28, 2017 through the later of: (i) two years from the Closing Date; or (ii) the expiration date of the corresponding Claymore Fund’s expense cap as listed in its then current registration statement on September 28, 2017. After the expiration of that expense cap, the expense ratio of a non-unitary fee Fund (which is expressed as a percentage of the value of your investment) may increase at smaller asset levels due to certain fixed expenses. Given potential variations in asset levels, the non-unitary fee Funds cannot reasonably forecast expenses beyond the duration of the expense cap.

Additional  pro forma  fees, expenses, contractual expense caps, and financial information are included in the “COMPARISON OF THE FUNDS—Comparison of Shareholder Fees and Annual Fund Operating Expenses” section of this Proxy Statement/Prospectus.

WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION?

As a condition to the closing of the Reorganization, the Claymore Funds must receive an opinion of counsel to the effect that the Reorganization will constitute a “reorganization” within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, subject to the limited exceptions described below under the heading “Tax Status of the Reorganization,” neither you as a shareholder, nor any Claymore Fund, will recognize gain or loss as a direct result of the Reorganization (except with respect to cash received by a shareholder in lieu of fractional shares, if any), and the aggregate tax basis of the PowerShares Fund’s shares that you receive in the Reorganization will be the same as the aggregate tax basis of the shares that you surrender in the Reorganization.

WILL THE SERVICE PROVIDERS CHANGE IF SHAREHOLDERS APPROVE THE PROPOSAL?

Most service providers will change. The Claymore Advisers currently serve as the investment managers for the Claymore Funds. IPCM will serve as the investment manager to the PowerShares Funds and will manage the combined PowerShares Funds after the Reorganization. The current portfolio managers of the Claymore Funds will no longer manage the Funds after the Reorganization, and portfolio managers of certain of the PowerShares by Invesco family of funds will assume management responsibilities for the combined Funds. See “COMPARISON OF THE FUNDS—Comparison of Management of the Funds— Portfolio Managers. ”

Guggenheim Funds Distributors, LLC (“GFD”), an affiliate of the Claymore Advisers, serves as the distributor for the Claymore Funds. Invesco Distributors, Inc. (“IDI”), an affiliate of Invesco and IPCM, serves as distributor for the PowerShares Funds and will serve as distributor for the combined Funds after the Reorganization.

The Bank of New York Mellon (“BNYM”) currently serves as the custodian, fund accounting agent and transfer agent for both the Claymore Funds and the PowerShares Funds. BNYM also serves as administrator for the PowerShares Funds; however, MUFG Investor Services (US), LLC (formerly, Rydex Fund Services, LLC) currently serves as the administrator for the Claymore Funds. It is expected that BNYM will continue serving as the custodian, fund accounting agent and transfer agent for the combined Funds, and will serve as administrator to the PowerShares Funds after the Reorganization.

Ernst & Young LLP serves as the independent registered public accounting firm for the Claymore Funds. PricewaterhouseCoopers LLP will serve as the independent registered public accounting firm for the combined Funds.

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If Claymore Fund shareholders approve the Plan of Reorganization, and upon consummation of the Reorganization, the PowerShares Trusts will continue to engage their existing service providers for the combined Funds. For more information, see “COMPARISON OF THE FUNDS—Comparison of Management of the Funds— Other Service Providers .”

WHO IS INVESCO POWERSHARES?

Invesco PowerShares Capital Management LLC, located at 3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515, is registered as an investment adviser with the SEC. IPCM is an indirect, wholly owned subsidiary of Invesco.

IPCM serves as the investment adviser to each series of the PowerShares Trusts, as well as to each series of two other trusts in the PowerShares by Invesco family of funds. As of [        ], 2017, IPCM advised more than [        ] ETFs with combined assets under management of approximately $[    ] billion. Invesco Advisers serves as the sub-adviser to the PowerShares Active Funds.

WILL THE FUNDS PAY EXPENSES ASSOCIATED WITH THE MEETING AND/OR REORGANIZATION?

No. The total amount of the fees and expenses of the Funds in connection with the Meeting and the Reorganization, including legal fees, accounting fees and printing, mailing and proxy solicitation costs, is estimated to be approximately [             ]. The Claymore Advisers, IPCM or their affiliates will bear all of the fees and expenses of the Funds relating to the Reorganization. The Funds will not bear any costs or expenses, directly or indirectly, related to the Transaction and the Reorganization, regardless of whether the Reorganization is consummated.

WHAT HAPPENS IF THE REORGANIZATION IS NOT APPROVED?

The Reorganization will be carried out on a fund-by-fund basis. If shareholders of a Claymore Fund do not vote to approve the Plan of Reorganization, the Reorganization will not occur with respect to that Claymore Fund. While the consummation of the Reorganization of one Claymore Fund is not contingent on the specific consummation of the Reorganization of any other Claymore Fund, the Reorganization will not close unless the conditions to the closing of the Transaction Agreement are met or waived by the applicable parties. One condition to both parties’ obligations to effect the closing under the Transaction Agreement is that the annualized revenues of Guggenheim Capital’s ETF business as of a date shortly prior to the closing under the Transaction Agreement are at least 70% of those revenues as of September 8, 2017, calculated in a manner that excludes the impact of market movements and any Claymore Funds that have not received shareholder approval for the Reorganization by the calculation date. If this condition (or other applicable conditions) are not met or waived, the Reorganization will not be consummated, even if shareholders of one or more Claymore Funds approved the Reorganization, and the Claymore Funds will not be combined with the PowerShares Funds.

One of the conditions of the Transaction is that each Claymore Fund’s current investment management agreement with a Claymore Adviser will terminate immediately prior to the closing of the Transaction, which is expected to occur at the same time as the closing of the Reorganization. If shareholders of a Claymore Fund have not approved the Reorganization of such Claymore Fund by the time of closing of the Transaction, it is anticipated that the Claymore Fund would follow Rule 15a-4 under the 1940 Act, which permits the Claymore Board to approve, and for the Claymore Fund to enter into, an interim investment advisory contract with IPCM pursuant to which IPCM, as an interim adviser, may serve as the investment adviser to the Claymore Fund for a period not to exceed 150 days following the termination of the current advisory agreement(s) to be able to continue uninterrupted portfolio management services for such Claymore Fund. After the 150 day period has expired, if shareholders of a Claymore Fund have still not approved the Reorganization, the Claymore Board will consider what additional action to take.

ASSUMING SHAREHOLDERS APPROVE THE PLAN OF REORGANIZATION, WHEN WILL IT TAKE PLACE?

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If shareholders of a Claymore Fund approve the Plan of Reorganization and other closing conditions are met or waived, the Reorganization will occur on or about the Closing Date.

HOW DO I VOTE MY PROXY?

Please complete the enclosed proxy card(s) and return the card(s) in the enclosed self-addressed, postage-paid envelope, or vote by phone or the Internet using the voting procedures described on the proxy card(s).

WHAT DO I DO IF I HAVE ADDITIONAL QUESTIONS OR NEED ADDITIONAL INFORMATION?

If you need more information, or have any questions about voting, please call your financial advisor or our proxy solicitor, AST Fund Solutions, LLC, at [        ].

COMPARISON OF THE FUNDS

This section compares various features of each Claymore Fund and its corresponding PowerShares Fund; such comparisons include, but are not limited to, each Fund’s investment objective, shareholder fees and annual fund operating expenses, principal investment strategies, principal investment risks, fundamental investment restrictions, investment advisory fees and management. Please note that this is only a brief discussion and is qualified in its entirety by reference to the Claymore Funds’ prospectuses, which are incorporated by reference herein. For additional information regarding the PowerShares Funds, see Appendix E — “Additional Information about the PowerShares Funds.”

Comparison of Shareholder Fees and Annual Fund Operating Expenses

The tables below describe the fees and expenses that you may pay if you buy and hold shares of a Fund. The total expense ratio (after waivers) of each PowerShares Fund will be the same as or lower than (after waivers) those of the corresponding Claymore Fund as of September 28, 2017. Invesco will maintain such expense ratio through the later of: (i) two years from the Closing Date; or (ii) the expiration date of each corresponding Claymore Fund’s expense cap as listed in its then current registration statement on September 28, 2017.

Currently, the Claymore Funds do not, and the PowerShares Funds will not, charge shareholder fees which are fees paid directly from your investment. However, most investors will incur customary brokerage commissions when buying or selling shares of a Fund, which are not reflected in the tables or the examples that follow. If commissions were included in the tables and the examples, the costs shown would be higher.

The caption “Annual Fund Operating Expenses” in each table below reflects fees paid out of a Fund’s assets. Each Fund pays a unitary fee, except the Guggenheim BRIC ETF, Guggenheim Insider Sentiment ETF, Guggenheim Mid-Cap Core ETF, Guggenheim Multi-Asset Income ETF, Guggenheim S&P Spin-Off ETF, Guggenheim S&P Global Dividend Opportunities Index ETF, Guggenheim Defensive Equity ETF, Guggenheim Ultra Short Duration ETF, Guggenheim Canadian Energy Income ETF, Guggenheim China Real Estate ETF, Guggenheim China Small Cap ETF, Guggenheim Frontier Markets ETF, Guggenheim International Multi-Asset Income ETF, Guggenheim MSCI Global Timber ETF, Guggenheim S&P Global Water Index ETF, Guggenheim Solar ETF and their corresponding PowerShares Funds. A shareholder does not pay these fees directly, but these costs are borne indirectly by all shareholders. The annual fund operating expenses shown in the tables below represent annualized expenses for each Claymore Fund for their most recently completed fiscal year. Because each PowerShares Fund has not yet commenced operations, expenses for the PowerShares Funds are estimated for the current fiscal year. The estimated expenses for each PowerShares Fund are calculated and shown on a pro forma basis after giving effect to the proposed Reorganization.

The pro forma Total Annual Fund Operating Expenses, before waivers, indicated below for certain PowerShares Funds are higher than the current expenses of the corresponding Claymore Fund. These pro forma differences are the result of the PowerShares Funds incurring certain fixed costs that, when expressed as a percentage of a smaller asset base, result in the Fund having a higher expense ratio than it would have with larger

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asset base. After the expiration of the expense cap, the expense ratio of these Funds may increase at smaller asset levels due to certain fixed expenses. Increases in a Fund’s expense ratio are dependent on number of variables, including asset size and market factors, and the non-unitary fee Funds cannot reasonably forecast expenses beyond the duration of the expense cap.

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Examples*

These Examples are intended to help you compare the cost of investing in other investment companies with the cost of investing in each Claymore Fund, as well as with the cost of investing in its corresponding PowerShares Fund (after giving effect to the Reorganization). The Examples assume that you invest $10,000 in a Claymore Fund or PowerShares Fund for the time periods indicated and reinvest all dividends and distributions. The Examples also assume that your investment has a 5% return each year, that the Funds’ operating expenses without waivers remain the same and, to the extent applicable, that expenses were capped for the periods indicated above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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Comparison of Investment Objectives

Each Claymore Index Fund is, and its corresponding PowerShares Index Fund will be, an “index” ETF and will not be actively managed. The Guggenheim Ultra Short Duration ETF and Guggenheim Total Return Bond ETF are, and their corresponding PowerShares Funds will be, actively managed.

Each PowerShares Fund will have an identical investment objective as its corresponding Claymore Fund. The investment objective of each Claymore Index Fund and its corresponding PowerShares Index Fund is to seek to track a specified securities index (each, an “Underlying Index”). Specifically, each Claymore Index Fund and its corresponding PowerShares Index Fund have the following investment objective: to seek investment results that correspond generally to the performance, before the Fund’s fees and expenses, of its respective Underlying Index.

The table below lists each pair of corresponding Claymore Index Funds and PowerShares Index Funds, and the Underlying Index that the Claymore Index Fund currently seeks, and the PowerShares Index Fund will seek, to track:

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The investment objective of the Guggenheim Ultra Short Duration ETF and its corresponding PowerShares Fund is to seek maximum current income, consistent with preservation of capital and daily liquidity.

The investment objective of the Guggenheim Total Return Bond ETF and its corresponding PowerShares Fund is to seek maximum total return, comprised of income and capital appreciation.

There is no assurance that a Fund will achieve its stated investment objective.

The investment objective for each Claymore Fund and each PowerShares Fund is non-fundamental, meaning that it may be changed by a Trust’s Board at any time without shareholder approval.

Index Provider Information. Each Underlying Index is calculated and maintained by its respective index provider, which, except for Accretive, is not affiliated with any of the Claymore Funds, the Claymore Advisers or GFD. Accretive, the Claymore Advisers and GFD are each indirect subsidiaries of Guggenheim Partners, LLC and as such, are affiliates of each other. As part of the Transaction, Invesco will acquire all of the membership interests in Accretive, which will allow Invesco Indexing, an affiliate of IPCM and IDI, to utilize Accretive methodologies and processes to provide the Underlying Indexes currently provided by Accretive. Each Claymore Index Fund is entitled to use its Underlying Index pursuant to a sub-licensing agreement with the Claymore Adviser.

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Assuming shareholders of the Claymore Index Funds approve the Plan of Reorganization and the Reorganization is consummated, the licensing agreements between each index provider and a Claymore Adviser are expected to be assigned to IPCM. Each index provider will continue to maintain its respective Underlying Index(es) upon assignment of those agreements. Likewise, each PowerShares Index Fund, upon commencing operations, will be entitled to use its respective Underlying Index pursuant to a sub-licensing agreement with IPCM.

With the exception of Invesco Indexing, following the closing of the Transaction, no entity that creates, compiles, sponsors or maintains an Underlying Index is or will be an affiliated person, as defined in Section 2(a)(3) of the 1940 Act, or an affiliated person of an affiliated person, of the PowerShares Trusts, IPCM, IDI or a promoter of any PowerShares Fund, and neither Invesco nor any affiliate of Invesco will have any rights to influence the selection of the securities in the Underlying Indexes, except for the Underlying Indexes provided by Invesco Indexing.

For additional information about the index providers for the PowerShares Index Funds, please see Appendix D – “Index Providers Information and Disclaimers.”

Comparison of Principal Investment Strategies

The principal investment strategies of each Claymore Fund and each PowerShares Fund following the Reorganization are set forth below. Except where noted below, the principal investment strategies of each Claymore Fund are identical to those of its corresponding PowerShares Fund. Where the principal investment strategies are not identical, they differ because, as a condition of their exemptive relief, certain PowerShares Index Funds must invest at least 90% of their total assets in the components of its Underlying Index, whereas the corresponding Claymore Fund is required to invest at least 80% of its total assets in components of such Underlying Index. In addition, the Guggenheim Defensive Equity ETF is required to invest at least 90% of its total assets in the components of its Underlying Index, whereas the PowerShares Defensive Equity Portfolio is required to invest at least 80% of its total assets in the components of such Underlying Index. Further, as part of the Transaction, Invesco will acquire all of the membership interests in Accretive, currently an affiliate of the Claymore Advisers, which will allow Invesco Indexing, an affiliate of IPCM, to utilize Accretive’s methodologies and processes to provide the Underlying Indexes currently provided by Accretive. Therefore, all references to Accretive in the following comparisons are replaced with Invesco Indexing. In all other respects, the principal investment strategies are identical.

Unless otherwise specified below, references in this section to the “Fund” refer to each Claymore Fund and PowerShares Fund named in the subheading. References to the “Adviser” refer to GFIA or GPIM, as applicable (for the Claymore Funds), and to IPCM (for the PowerShares Funds). References to the “Board” refer to the Claymore Board and to the PowerShares Board.

Guggenheim BRIC ETF / PowerShares BRIC Portfolio

The Funds have the same principal investment strategies, except that the Claymore Fund is required to invest at least 80% of its total assets in the Underlying Index, whereas the PowerShares Fund is required to invest at least 90% of its total assets in the Underlying Index.

The Fund, using a “passive” or “indexing” investment approach, seeks investment results that correspond generally to the performance, before the Fund’s fees and expenses, of the BNY Mellon BRIC Select DR Index (the “Underlying Index”). The Underlying Index is a rules-based index ( i.e. , an index constructed using specified criteria) comprised of American depositary receipts (“ADRs”), global depositary receipts (“GDRs”) and China H-shares of Chinese equities where appropriate, based on liquidity, from a universe of all listed depositary receipts of companies from Brazil, Russia, India and China currently trading on U.S. and non-U.S. exchanges. China H-shares are issued by companies incorporated in mainland China and listed on the Hong Kong Stock Exchange.

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The depositary receipts that comprise the Underlying Index may be sponsored or unsponsored. The companies in the universe are selected using a proprietary methodology developed by The Bank of New York Mellon (the “Index Provider” or “BNY Mellon”). The Claymore Fund will invest at least 80% (for the PowerShares Fund, 90%) of its total assets in securities that comprise the Underlying Index and in the underlying securities representing ADRs and GDRs that are constituents of the Underlying Index. As of November 30, 2016, the Underlying Index consisted of 99 securities. The Claymore Fund has adopted a policy that requires the Claymore Fund to provide shareholders with at least 60 days’ notice prior to any material change in this policy or the Underlying Index. The PowerShares Fund has adopted a policy to provide shareholders with at least 60 days’ notice prior to any material change to its 80% policy required by Rule 35d-1 and any change of an Underlying Index that it tracks. The Board may change the Fund’s investment strategy and other policies without shareholder approval, except as otherwise indicated.

The Fund may invest directly in one or more underlying securities represented by the depositary receipts comprising the Underlying Index under the following limited circumstances: (a) when market conditions result in the underlying security providing improved liquidity relative to the depositary receipt; (b) when a depositary receipt is trading at a significantly different price than its underlying security; or (c) the timing of trade execution is improved due to the local market in which an underlying security is traded being open at different times than the market in which the security’s corresponding depositary receipt is traded.

The Fund generally will invest in all of the securities comprising the Underlying Index in proportion to their weightings in the Underlying Index. However, under various circumstances, it may not be possible or practicable to purchase all of the securities in the Underlying Index in those weightings. In those circumstances, the Fund may purchase a sample of the securities in the Underlying Index in proportions expected by the Adviser to replicate generally the performance of the Underlying Index as a whole. There may also be instances when the Adviser may choose to overweight another security in the Underlying Index or purchase (or sell) securities not in the Underlying Index, which the Adviser believes are appropriate to substitute for one or more Underlying Index components in seeking to accurately track the Underlying Index, such as: (i) regulatory requirements possibly affecting the Fund’s ability to hold a security in the Underlying Index, (ii) restrictions or requirements in local markets possibly rendering it infeasible or inefficient for the Fund to purchase or sell a security in the Underlying Index, or (iii) liquidity concerns possibly affecting the Fund’s ability to purchase or sell a security in the Underlying Index. The Fund may sell securities that are represented in the Underlying Index or purchase securities that are not yet represented in the Underlying Index in anticipation of their removal from or addition to the Underlying Index pursuant to scheduled reconstitutions and rebalancings of the Underlying Index. The Fund will concentrate its investments ( i.e. , invest 25% or more of its assets) in securities issued by companies whose principal business activities are in the same industry or group of industries to the extent the Underlying Index is so concentrated. As of August 31, 2016, the telecommunications, energy and financial sectors each represented a substantial portion of the Underlying Index.

Guggenheim Dow Jones Industrial Average Dividend ETF / PowerShares Dow Jones Industrial Average Dividend Portfolio

The Funds have the same principal investment strategies, except that the Claymore Fund is required to invest at least 80% of its total assets in the Underlying Index, whereas the PowerShares Fund is required to invest at least 90% of its total assets in the Underlying Index.

The Fund, using a “passive” or “indexing” investment approach, seeks investment results that correspond generally to, the performance, before the Fund’s fees and expenses, of the Dow Jones Industrial Average Yield Weighted (the “Underlying Index”). The Underlying Index is designed to provide exposure to high-yielding equity securities of companies included in the Dow Jones Industrial Average™, which is a price-weighted index of 30 U.S. blue-chip companies that meet certain size, listing and liquidity requirements. The following criteria are used to select securities for the Dow Jones Industrial Average™: (a) the company is not a utility or in the transportation business; (b) the company has a premier reputation in its field; (c) the company has a history of successful growth; and (d) there is wide interest among individual and institutional investors. The Underlying Index is calculated using a yield-weighted methodology that weights all components of the Dow Jones Industrial Average™ by their twelve-month dividend yield over the prior twelve months. Underlying Index constituents must be a part of the Dow Jones Industrial Average™. Only securities with a track record of consistent dividend payments in the previous twelve months will be eligible for inclusion in the Underlying Index. The Underlying Index is rebalanced semi-annually.

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The Claymore Fund will invest at least 80% (for the PowerShares Fund, 90%) of its total assets in common stocks that comprise the Underlying Index. The Claymore Fund has adopted a policy that requires the Claymore Fund to provide shareholders with at least 60 days’ notice prior to any change in this policy or a material change to the Underlying Index. The PowerShares Fund has adopted a policy to provide shareholders with at least 60 days’ notice prior to any material change to its 80% policy required by Rule 35d-1 and any change of an Underlying Index that it tracks. The Board may change the Fund’s investment strategy and other policies without shareholder approval, except as otherwise indicated.

The Fund generally will invest in all of the securities comprising the Underlying Index in proportion to their weightings in the Underlying Index. However, under various circumstances, it may not be possible or practicable to purchase all of the securities in the Underlying Index in those weightings. In those circumstances, the Fund may purchase a sample of the securities in the Underlying Index in proportions expected by the Adviser to replicate generally the performance of the Underlying Index as a whole. There may also be instances when the Adviser may choose to overweight another security in the Underlying Index or purchase (or sell) securities not in the Underlying Index, which the Adviser believes are appropriate to substitute for one or more Underlying Index components in seeking to accurately track the Underlying Index, such as: (i) regulatory requirements possibly affecting the Fund’s ability to hold a security in the Underlying Index, or (ii) liquidity concerns possibly affecting the Fund’s ability to purchase or sell a security in the Underlying Index. In addition, from time to time, securities are added to or removed from the Underlying Index. The Fund may sell securities that are represented in the Underlying Index or purchase securities that are not yet represented in the Underlying Index in anticipation of their removal from or addition to the Underlying Index pursuant to scheduled reconstitutions and rebalancings of the Underlying Index. The Fund will concentrate its investments ( i.e. , invest 25% or more of its assets) in securities issued by companies whose principal business activities are in the same industry or group of industries to the extent the Underlying Index is so concentrated. As of August 31, 2016, the consumer staples and industrials sectors each represented a substantial portion of the Underlying Index.

Guggenheim Insider Sentiment ETF / PowerShares Insider Sentiment Portfolio

The Fund, using a “passive” or “indexing” investment approach, seeks investment results that correspond generally to the performance, before the Fund’s fees and expenses, of the Nasdaq US Insider Sentiment Index (the “Underlying Index”). The Underlying Index is designed to provide exposure to U.S. companies that Nasdaq, Inc. (“Nasdaq” or the “Index Provider”) has selected for inclusion in the Underlying Index based on a company’s corporate insider buying trends. The companies eligible for the Underlying Index are derived from its starting universe, the Nasdaq US Large Mid Cap Index, which is designed to track the performance of mid- to large-capitalization U.S. companies. A broad universe of U.S.-traded securities, including common stocks, American Depositary Receipts, Global Depositary Receipts, depositary shares, shares of beneficial interest or limited partnership interests and tracking stocks, are eligible for inclusion in the Underlying Index. The Index Provider selects securities for the Underlying Index using a rules-based selection criteria designed to increase the Underlying Index’s exposure, relative to the starting universe, to securities that reflect favorable corporate insider buying trends by considering the following factors:

Eligible securities are ranked based on the above three factors and the top 100 ranking securities are selected for inclusion in the Underlying Index. The Underlying Index is also subject to industry specific constraints. The Underlying Index is evaluated and rebalanced semi-annually. As of November 30, 2016, the Underlying Index was comprised of approximately 100 securities.

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Under normal circumstances, the Fund will invest at least 90% of its total assets in securities that comprise the Underlying Index and depositary receipts representing common stocks included in the Underlying Index (or underlying securities representing depositary receipts included in the Underlying Index). The Claymore Fund has adopted a policy that requires the Claymore Fund to provide shareholders with at least 60 days’ notice prior to any material change in this policy or the Underlying Index. The PowerShares Fund has adopted a policy to provide shareholders with at least 60 days’ notice prior to any material change to its 80% policy required by Rule 35d-1 and any change of an Underlying Index that it tracks. The Board may change the Fund’s investment strategy and other policies without shareholder approval, except as otherwise indicated.

The Fund may invest directly in one or more underlying securities represented by depositary receipts included in the Underlying Index under the following limited circumstances: (a) when market conditions result in the underlying security providing improved liquidity relative to the depositary receipt; (b) when a depositary receipt is trading at a significantly different price than its underlying security; or (c) the timing of trade executions is improved due to the local market in which an underlying security is traded being open at different times than the market in which the security’s corresponding depositary receipt is traded.

The Fund generally will invest in all of the securities comprising the Underlying Index in proportion to their weightings in the Underlying Index. However, under various circumstances, it may not be possible or practicable to purchase all of the securities in the Underlying Index in those weightings. In those circumstances, the Fund may purchase a sample of the securities in the Underlying Index in proportions expected by the Adviser to replicate generally the performance of the Underlying Index as a whole. There may also be instances when the Adviser may choose to overweight another security in the Underlying Index or purchase (or sell) securities not in the Underlying Index, which the Adviser believes are appropriate to substitute for one or more Underlying Index components in seeking to accurately track the Underlying Index, such as: (i) regulatory requirements possibly affecting the Fund’s ability to hold a security in the Underlying Index, or (ii) liquidity concerns possibly affecting the Fund’s ability to purchase or sell a security in the Underlying Index. In addition, from time to time, securities are added to or removed from the Underlying Index. The Fund may sell securities that are represented in the Underlying Index or purchase securities that are not yet represented in the Underlying Index in anticipation of their removal from or addition to the Underlying Index pursuant to scheduled reconstitutions and rebalancings of the Underlying Index. The Fund will concentrate its investments ( i.e. , invest 25% or more of its assets) in securities issued by companies whose principal business activities are in the same industry or group of industries to the extent the Underlying Index is so concentrated. As of August 31, 2016, the financial, consumer staples, consumer discretionary and industrials sectors represented a substantial portion of the Underlying Index.

Guggenheim Mid-Cap Core ETF / PowerShares Zacks Mid-Cap Portfolio

The Fund, using a “passive” or “indexing” investment approach, seeks investment results that correspond generally to the performance, before the Fund’s fees and expenses, of the Zacks Mid-Cap Core Index (the “Underlying Index”). As of November 30, 2016, the Underlying Index was comprised of 100 securities selected, based on investment and other criteria, from a universe of mid-capitalization securities including master limited partnerships, American depositary receipts (“ADRs”) and business development companies. The depositary receipts included in the Underlying Index may be sponsored or unsponsored. Currently, the mid-capitalization universe ranges from approximately $2 billion in market capitalization to $16 billion in market capitalization as defined by Zacks Investment Research, Inc. (“Zacks” or the “Index Provider”). The securities in the universe are selected using a proprietary strategy developed by Zacks. The Fund will invest at least 90% of its total assets in securities that comprise the Underlying Index and depositary receipts representing securities that comprise the Underlying Index (or underlying securities representing ADRs that comprise the Underlying Index). The Claymore Fund has adopted a policy that requires the Claymore Fund to provide shareholders with at least 60 days’ notice prior to any material change in this policy or the Underlying Index. The PowerShares Fund has adopted a policy to provide shareholders with at least 60 days’ notice prior to any material change to its 80% policy required by Rule 35d-1 and any change of an Underlying Index that it tracks. The Board may change the Fund’s investment strategy and other policies without shareholder approval, except as otherwise indicated.

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The Fund may invest directly in one or more underlying securities represented by depositary receipts included in the Underlying Index under the following limited circumstances: (a) when market conditions result in the underlying security providing improved liquidity relative to the depositary receipt; (b) when a depositary receipt is trading at a significantly different price than its underlying security; or (c) the timing of trade executions is improved due to the local market in which an underlying security is traded being open at different times than the market in which the security’s corresponding depositary receipt is traded.

The Fund generally will invest in all of the securities comprising the Underlying Index in proportion to their weightings in the Underlying Index. However, under various circumstances, it may not be possible or practicable to purchase all of the securities in the Underlying Index in those weightings. In those circumstances, the Fund may purchase a sample of the securities in the Underlying Index in proportions expected by the Adviser to replicate generally the performance of the Underlying Index as a whole. There may also be instances when the Adviser may choose to overweight another security in the Underlying Index or purchase (or sell) securities not in the Underlying Index, which the Adviser believes are appropriate to substitute for one or more Underlying Index components in seeking to accurately track the Underlying Index, such as: (i) regulatory requirements possibly affecting the Fund’s ability to hold a security in the Underlying Index, or (ii) liquidity concerns possibly affecting the Fund’s ability to purchase or sell a security in the Underlying Index. In addition, from time to time, securities are added to or removed from the Underlying Index. The Fund may sell securities that are represented in the Underlying Index or purchase securities that are not yet represented in the Underlying Index in anticipation of their removal from or addition to the Underlying Index pursuant to scheduled reconstitutions and rebalancings of the Underlying Index. The Fund will concentrate its investments ( i.e. , invest 25% or more of its assets) in securities issued by companies whose principal business activities are in the same industry or group of industries to the extent the Underlying Index is so concentrated. As of August 31, 2016, the financial and industrials sectors each represented a substantial portion of the Underlying Index.

Guggenheim Multi-Asset Income ETF / PowerShares Zacks Multi-Asset Income Portfolio

The Fund, using a “passive” or “indexing” investment approach, seeks investment results that correspond generally to the performance, before the Fund’s fees and expenses, of the Zacks Multi-Asset Income Index (the “Underlying Index”). As of November 30, 2016, the Underlying Index was comprised of approximately 149 securities selected, based on investment and other criteria, from a universe of domestic and international companies. The securities comprising the Underlying Index include stocks of small and medium-sized companies. The universe of securities within the Underlying Index includes U.S. listed common stocks and American depositary receipts (“ADRs”) paying dividends, real estate investment trusts, master limited partnerships, closed-end funds and traditional preferred stocks. The depositary receipts included in the Underlying Index may be sponsored or unsponsored. The companies in the universe are selected using a proprietary methodology developed by Zacks Investment Research, Inc. (“Zacks” or the “Index Provider”). The Fund will invest at least 90% of its total assets in securities that comprise the Underlying Index and depositary receipts representing securities that comprise the Underlying Index (or underlying securities representing ADRs that comprise the Underlying Index). The Claymore Fund has adopted a policy that requires the Claymore Fund to provide shareholders with at least 60 days’ notice prior to any material change in this policy or the Underlying Index. The PowerShares Fund has adopted a policy to provide shareholders with at least 60 days’ notice prior to any material change to its 80% policy required by Rule 35d-1 and any change of an Underlying Index that it tracks. The Board may change the Fund’s investment strategy and other policies without shareholder approval, except as otherwise indicated.

The Fund may invest directly in one or more underlying securities represented by depositary receipts included in the Underlying Index under the following limited circumstances: (a) when market conditions result in the underlying security providing improved liquidity relative to the depositary receipt; (b) when a depositary receipt is trading at a significantly different price than its underlying security; or (c) the timing of trade executions is improved due to the local market in which an underlying security is traded being open at different times than the market in which the security’s corresponding depositary receipt is traded.

The Fund generally will invest in all of the securities comprising the Underlying Index in proportion to their weightings in the Underlying Index. However, under various circumstances, it may not be possible or practicable to purchase all of the securities in the Underlying Index in those weightings. In those circumstances, the Fund may purchase a sample of the securities in the Underlying Index in proportions expected by the Adviser to replicate

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generally the performance of the Underlying Index as a whole. There may also be instances when the Adviser may choose to overweight another security in the Underlying Index or purchase (or sell) securities not in the Underlying Index, which the Adviser believes are appropriate to substitute for one or more Underlying Index components in seeking to accurately track the Underlying Index, such as: (i) regulatory requirements possibly affecting the Fund’s ability to hold a security in the Underlying Index, or (ii) liquidity concerns possibly affecting the Fund’s ability to purchase or sell a security in the Underlying Index. In addition, from time to time, securities are added to or removed from the Underlying Index. The Fund may sell securities that are represented in the Underlying Index or purchase securities that are not yet represented in the Underlying Index in anticipation of their removal from or addition to the Underlying Index pursuant to scheduled reconstitutions and rebalancings of the Underlying Index. The Fund will concentrate its investments ( i.e. , invest 25% or more of its assets) in securities issued by companies whose principal business activities are in the same industry or group of industries to the extent the Underlying Index is so concentrated. As of August 31, 2016, the financial and energy sectors each represented a substantial portion of the Underlying Index.

Guggenheim Raymond James SB-1 Equity ETF / PowerShares Raymond James SB-1 Equity Portfolio

The Funds have the same principal investment strategies, except that the Claymore Fund is required to invest at least 80% of its total assets in the Underlying Index, whereas the PowerShares Fund is required to invest at least 90% of its total assets in the Underlying Index.

The Fund, using a “passive” or “indexing” investment approach, seeks investment results that correspond generally to the performance, before the Fund’s fees and expenses, of the Raymond James SB-1 Equity Index (the “Underlying Index”). The Underlying Index is composed of all equity securities rated Strong Buy 1 (“SB-1”) by Raymond James & Associates, Inc. (“Raymond James & Associates”), an affiliate of Raymond James Research Services, LLC (“Raymond James” or the “Index Provider”), as of each rebalance and reconstitution date. Underlying Index constituents include equity securities of all market capitalizations, as defined by the Index Provider, that trade on a U.S. securities exchange, including common stocks, American depositary receipts (“ADRs”), real estate investment trusts, master limited partnerships and business development companies. The depositary receipts included in the Underlying Index may be sponsored or unsponsored. The number of securities in the Underlying Index may vary depending on the number of equity securities rated SB-1 by Raymond James & Associates. The Underlying Index generally consists of between 100 and 200 securities and, as of November 30, 2016, the market capitalization range of Underlying Index constituents was $135 million to $468 billion. Under normal conditions, the Fund will invest at least 80% of its assets in equity securities. The PowerShares Fund has adopted a similar policy as a non-principal investment strategy. The Claymore Fund will invest at least 80% (for the PowerShares Fund, 90%) of its total assets in securities that comprise the Underlying Index and depositary receipts representing securities that comprise the Underlying Index (or underlying securities representing ADRs that comprise the Underlying Index). The Claymore Fund has adopted a policy that requires the Claymore Fund to provide shareholders with at least 60 days’ notice prior to any material change in this policy or the Underlying Index. The PowerShares Fund has adopted a policy to provide shareholders with at least 60 days’ notice prior to any material change to its 80% policy required by Rule 35d-1 and any change of an Underlying Index that it tracks. The Board may change the Fund’s investment strategy and other policies without shareholder approval, except as otherwise indicated.

The Fund may invest directly in one or more underlying securities represented by depositary receipts included in the Underlying Index under the following limited circumstances: (a) when market conditions result in the underlying security providing improved liquidity relative to the depositary receipt; (b) when a depositary receipt is trading at a significantly different price than its underlying security; or (c) the timing of trade executions is improved due to the local market in which an underlying security is traded being open at different times than the market in which the security’s corresponding depositary receipt is traded.

The Fund generally will invest in all of the securities comprising the Underlying Index in proportion to their weightings in the Underlying Index. However, under various circumstances, it may not be possible or practicable to purchase all of the securities in the Underlying Index in those weightings. In those circumstances, the Fund may purchase a sample of the securities in the Underlying Index in proportions expected by the Adviser to replicate generally the performance of the Underlying Index as a whole. There may also be instances when the Adviser may choose to overweight another security in the Underlying Index or purchase (or sell) securities not in the Underlying

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Index, which the Adviser believes are appropriate to substitute for one or more Underlying Index components in seeking to accurately track the Underlying Index, such as: (i) regulatory requirements possibly affecting the Fund’s ability to hold a security in the Underlying Index, or (ii) liquidity concerns possibly affecting the Fund’s ability to purchase or sell a security in the Underlying Index. In addition, from time to time, securities are added to or removed from the Underlying Index. The Fund may sell securities that are represented in the Underlying Index or purchase securities that are not yet represented in the Underlying Index in anticipation of their removal from or addition to the Underlying Index pursuant to scheduled reconstitutions and rebalancings of the Underlying Index. The Fund will concentrate its investments ( i.e. , invest 25% or more of its assets) in securities issued by companies whose principal business activities are in the same industry or group of industries to the extent the Underlying Index is so concentrated. As of August 31, 2016, the financial, energy and consumer staples sectors each represented a substantial portion of the Underlying Index.

Guggenheim S&P Spin-Off ETF / PowerShares S&P Spin-Off Portfolio

The Fund, using a “passive” or “indexing” investment approach, seeks investment results that correspond generally to the performance, before the Fund’s fees and expenses, of the S&P U.S. Spin-Off Index (the “Underlying Index”). The Underlying Index is designed to measure the performance of U.S. companies that have been spun off from larger corporations within the past four years. The Underlying Index is comprised of equity securities of U.S. companies added to the S&P United States BMI, a country sub-index of the S&P Global BMI, that have been spun off and have a float-adjusted market capitalization of at least $1 billion. S&P Dow Jones Indices LLC (“S&P” or the “Index Provider”) defines a spin-off company as any company resulting from one of the following events:

As of November 30, 2016, the Underlying Index was comprised of approximately 64 securities. The Fund will invest at least 90% of its total assets in securities that comprise the Underlying Index. The Claymore Fund has adopted a policy that requires the Claymore Fund to provide shareholders with at least 60 days’ notice prior to any material change in this policy or the Underlying Index. The PowerShares Fund has adopted a policy to provide shareholders with at least 60 days’ notice prior to any material change to its 80% policy required by Rule 35d-1 and any change of an Underlying Index that it tracks. The Board may change the Fund’s investment strategy and other policies without shareholder approval, except as otherwise indicated.

The Fund generally will invest in all of the securities comprising the Underlying Index in proportion to their weightings in the Underlying Index. However, under various circumstances, it may not be possible or practicable to purchase all of the securities in the Underlying Index in those weightings. In those circumstances, the Fund may purchase a sample of the securities in the Underlying Index in proportions expected by the Adviser to replicate generally the performance of the Underlying Index as a whole. There may also be instances when the Adviser may choose to overweight another security in the Underlying Index or purchase (or sell) securities not in the Underlying Index, which the Adviser believes are appropriate to substitute for one or more Underlying Index components in seeking to accurately track the Underlying Index, such as: (i) regulatory requirements possibly affecting the Fund’s ability to hold a security in the Underlying Index, (ii) liquidity concerns possibly affecting the Fund’s ability to purchase or sell a security in the Underlying Index. In addition, from time to time, securities are added to or removed from the Underlying Index. The Fund may sell securities that are represented in the Underlying Index or purchase securities that are not yet represented in the Underlying Index in anticipation of their removal from or addition to the Underlying Index pursuant to scheduled reconstitutions and rebalancings of the Underlying Index. The Fund will concentrate its investments ( i.e. , invest 25% or more of its assets) in securities issued by companies

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whose principal business activities are in the same industry or group of industries to the extent the Underlying Index is so concentrated. As of August 31, 2016, the consumer staples sector represented a substantial portion of the Underlying Index.

Wilshire Micro-Cap ETF / PowerShares Wilshire Micro-Cap Portfolio