MANAGEMENT AGREEMENT
AGREEMENT made as of the 1st day of August, 2000, between CALAMOS
ASSET MANAGEMENT, INC., a corporation organized under the laws of the State of
Illinois and having its principal office and place of business in Naperville,
Illinois (the "Manager"), and CALAMOS INVESTMENT TRUST, a Massachusetts business
trust having its principal office and place of business in Naperville, Illinois
(the "Trust").
WHEREAS, the Trust is engaged in business as an open-end
management investment company and is so registered under the Investment Company
Act of 1940 (the "1940 Act"); and
WHEREAS, the Manager is engaged principally in the business of
rendering investment management services and is so registered under the
Investment Advisers Act of 1940; and
WHEREAS, the Trust is authorized to issue shares of beneficial
interest in separate series with each such series representing interests in a
separate portfolio of securities and other assets; and
WHEREAS, the Trust now offers shares in seven series, Convertible
Fund, Convertible Growth and Income Fund, Market Neutral Fund, Growth Fund,
Global Convertible Fund, High Yield Fund and Convertible Technology Fund (such
series (the "Initial Funds") together with all other series subsequently
established by the Trust with respect to which the Trust desires to retain the
Manager to render investment advisory services hereunder and the Manager is
willing so to do, being herein collectively referred to as the "Funds");
THEREFORE, it is agreed between the parties as follows:
1. APPOINTMENT OF MANAGER.
(a) Initial Funds. The Trust appoints the Manager to act as
manager and investment adviser to the Initial Funds for the
period and on the terms herein set forth. The Manager accepts
such appointment and agrees to render the services herein set
forth, for the compensation herein provided.
(b) Additional Funds. In the event that the Trust establishes one
or more series of shares other than the Initial Funds with
respect to which it desires to retain the Manager to render
management and investment advisory services hereunder, it shall
notify the Manager in writing, indicating the advisory fee which
will be payable with respect to the additional series of shares.
If the Manager is willing to render such services, it shall
notify the Trust in writing, whereupon such series of shares
shall become a Fund hereunder.
2. DUTIES OF MANAGER.
The Manager, at its own expense, shall furnish the following
services and facilities to the Trust:
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(a) Investment Program. The Manager will (i) furnish continuously
an investment program of each Fund, (ii) determine (subject to
the overall supervision and review of the Board of Trustees of
the Trust (the "Trustees")) what investments shall be purchased,
held, sold or exchanged by each Fund and what portion, if any, of
the assets of each Fund shall be held uninvested, and (iii) make
changes on behalf of the Trust in the investments of each Fund.
The Manager will also manage, supervise and conduct the other
affairs and business of the Trust and each Fund thereof and
matters incidental thereto, subject always to the control of the
Trustees and to the provisions of the Declaration of Trust and
By-laws and the 1940 Act.
(b) Office Space and Facilities. The Manager shall furnish the
Trust office space in the offices of the Manager, or in such
other place or places as may be agreed upon from time to time,
and all necessary office facilities, simple business equipment,
supplies, utilities, and telephone service for managing the
affairs and investments of the Trust. These services are
exclusive of the necessary services and records of any dividend
disbursing agent, transfer agent, registrar or custodian, and
accounting and bookkeeping services to be provided by the
custodian.
(c) Personnel. The Manager shall provide all necessary executive
and clerical personnel for administering the affairs of the Trust
and shall compensate the Trustees and all personnel and officers
of the Trust if such persons are also employees of the Manager or
its affiliates, except as provided in Paragraph 3(f) hereof.
(d) Portfolio Transactions. The Manager shall place all orders
for the purchase and sale of portfolio securities for the account
of each Fund with brokers or dealers selected by the Manager,
although the Trust will pay the actual brokerage commissions on
portfolio transactions in accordance with Paragraph 3(c). In
executing portfolio transactions and selecting brokers or
dealers, the Manager will use its best efforts to seek on behalf
of the Trust or any Fund thereof the best overall terms available
for any transaction. The Manager shall consider all factors it
deems relevant, including the breadth of the market in the
security, the price of the security, the financial condition and
execution capability of the broker or dealer, and the
reasonableness of the commission, if any (for the specific
transaction and on a continuing basis). In evaluating the best
overall terms available, and in selecting the broker or dealer to
execute a particular transaction, the Manager may also consider
the brokerage and research services (as those terms are defined
in Section 28(e) of the Securities Exchange Act of 1934) provided
to any Fund and/or other accounts over which the Manager or an
affiliate of the Manager exercises investment discretion.
Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. and subject to seeking
the most favorable price and execution available, Manager may
consider sales of shares of Trust as a factor in the selection of
broker-dealers to execute portfolio transaction for Trust.
Manager (or an affiliate of Manager) may act as broker for Trust
in connection with the purchase or sale of securities by or to
Trust if and to the extent permitted by procedures adopted from
time to time by the board of trustees of Trust. Such brokerage
services are not within the scope of the duties of Manager under
this agreement, and, within the limits permitted by law and the
board of trustees of Trust, Manager (or an affiliate of Manager)
may receive
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brokerage commissions, fees or other remuneration from Trust for
such services in addition to its fee for services as Manager.
Within the limits permitted by law Manager may receive
compensation from Trust for other services performed by it for
Trust which are not within the scope of the duties of Manager
under this agreement. The Manager is authorized to pay to a
broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for
any Fund which is in excess of the amount of commission another
broker or dealer would have charged for effecting that
transaction if, but only if, the Manager determines in good faith
that such commission was reasonable in relation to the value of
the brokerage and research services provided by such broker or
dealer, viewed in terms of that particular transaction or in
terms of all of the accounts over which investment discretion is
so exercised.
3. ALLOCATION OF EXPENSES.
Except for the services and facilities to be provided by the
Manager as set forth in Paragraph 2 above, the Trust assumes and shall pay all
expenses for all other Trust operations and activities and shall reimburse the
Manager for any such expenses incurred by the Manager. The expenses to be borne
by the Trust shall include, without limitation:
(a) the charges and expenses of any registrar, stock transfer or
dividend disbursing agent, custodian, or depository appointed by
the Trust for the safekeeping of its cash, portfolio securities
and other property;
(b) the charges and expenses of auditors;
(c) brokerage commissions for transactions in the portfolio
securities of the Trust;
(d) all taxes, including issuance and transfer taxes, and
corporate fees payable by the Trust to Federal, state or other
governmental agencies;
(e) the cost of stock certificates (if any) representing shares
of the Trust;
(f) expenses involved in registering and maintaining
registrations of the Trust and of its shares with the Securities
and Exchange Commission and various states and other
jurisdictions, including reimbursements of actual expenses
incurred by the Manager in performing such functions for the
Trust;
(g) all expenses of shareholders' and Trustees' meetings,
including meetings of committees and of preparing, printing and
mailing proxy statements, quarterly reports, semi-annual reports,
annual reports and other communications to shareholders;
(h) all expenses of preparing and setting in type prospectuses,
and expenses of printing and mailing the same to shareholders
(but not expenses of printing and mailing of prospectuses and
literature used for promotional purposes);
(i) compensation and travel expenses of Trustees who are not
"interested persons" within the meaning of the 1940 Act;
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(j) the expense of furnishing, or causing to be furnished, to
each shareholder a statement of his account, including the
expense of mailing;
(k) charges and expenses of legal counsel in connection with
matters relating to the Trust, including, without limitation,
legal services rendered in connection with the Trust's corporate
and financial structure and relations with its shareholders,
issuance of Trust shares and registration and qualification of
securities under Federal, state and other laws.
(1) the expenses of attendance at professional meetings of
organizations such as the Investment Company Institute, the No
Load Mutual Fund Association, or Commerce Clearing House by the
Trustees and officers of the Trust, and the membership or
association dues of such organizations;
(m) the cost and expense of maintaining the books and records of
the Trust, including general ledger accounting;
(n) the expense of obtaining and maintaining insurance including
a fidelity bond as required by Section 17(g) of the 1940 Act;
(o) interest payable on Trust borrowings; and
(p) postage.
4. ADVISORY FEE.
(a) For the services and facilities to be provided to each of the
Funds by the Manager as provided in Paragraph 2 hereof, the Trust
shall pay the Manager a monthly fee with respect to each of the
Funds as soon as practical after the last day of each calendar
month, which fee shall be paid at the rate set forth below based
upon the Monthly Average Net Assets (as defined in subparagraph
(c) below) of such Fund for such calendar month:
ADVISORY FEE SCHEDULE
---------------------
Convertible Fund, Convertible Growth and Income Fund
and Market Neutral Fund
Monthly Average Net Assets Monthly Fee Rate
-------------------------- ----------------
Up to and including $500 million 1/12 of 0.75%
Above $500 million up to and including 1/12 of 0.70%
$1 billion
Above $1 billion 1/12 of 0.65%
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Growth Fund
Monthly Average Net Assets Monthly Fee Rate
-------------------------- ----------------
Up to and including $500 million 1/12 of 1.00%
Above $500 million up to and including 1/12 of 0.90%
$1 billion
Above $1 billion 1/12 of 0.80%
Global Convertible Fund
Monthly Fee Rate
----------------
1/12 of 1.00%
High Yield Fund
Monthly Fee Rate
----------------
1/12 of 0.75%
Convertible Technology Fund
Monthly Fee Rate
----------------
1/12 of 1.00%
(b) In the case of termination of this Agreement with respect to
any Fund during any calendar month, the fee with respect to such
Fund for that month shall be reduced proportionately based upon
the number of calendar days during which it is in effect and the
fee shall be computed upon the average net assets of such Fund
for the business days during which it is so in effect.
(c) The "Monthly Average Net Assets" of any Fund of the Trust for
any calendar month shall be equal to the quotient produced by
dividing (i) the sum of the net assets of such Fund, determined
in accordance with procedures established from time to time by or
under the direction of the Trustees in accordance with the
Declaration of Trust of the Trust, as of the close of business on
each day during such month that such Fund was open for business,
by (ii) the number of such days.
5. EXPENSE LIMITATION.
The Manager agrees that for any fiscal year of the Trust during
which the total of all expenses of any series of the Trust (including investment
advisory fees under this agreement, but excluding interest, portfolio brokerage
commissions and expenses, taxes and extraordinary items) exceeds the lowest
expense limitation imposed in any state in which that series of the Trust is
then making sales of its shares or in which its shares are then qualified for
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sale, the Manager will reimburse that series of the Trust for such expenses not
otherwise excluded from reimbursement by this Paragraph 5 to the extent that
they exceed such expense limitation.
6. TRUST TRANSACTIONS.
The Manager agrees that neither it nor any of its officers or
directors will take any long or short position in the shares of the Trust;
provided, however, that such prohibition:
(a) shall not prevent the Manager from purchasing shares of the
Trust if orders to purchase such shares are placed upon the
receipt by the Manager of purchase orders for such shares and are
not in excess of such purchase orders received by the Manager;
and
(b) shall not prevent the purchase of shares of the Trust by any
of the persons above described for their account and for
investment.
7. RELATIONS WITH TRUST.
Subject to and in accordance with the Declaration of Trust and
Bylaws of the Trust and the Articles of Incorporation and Bylaws of the Manager,
respectively, it is understood that the Trustees, officers, agents and
shareholders of the Trust are or may be interested in the Manager (or any
successor thereof) as directors, officers, or otherwise, that directors,
officers, agents and shareholders of the Manager are or may be interested in the
Trust as Trustees, officers, shareholders or otherwise, and that the effect of
any such adverse interests shall be governed by said Declaration of Trust,
Articles of Incorporation and Bylaws.
8. LIABILITY OF MANAGER AND OFFICERS AND TRUSTEES OF THE
TRUST.
No provision of this Agreement shall be deemed to protect the
Manager against any liability to the Trust or its shareholders to which it might
otherwise be subject by reason of any willful misfeasance, bad faith or gross
negligence in the performance of its duties or the reckless disregard of its
obligations and duties under this Agreement. Nor shall any provision hereof be
deemed to protect any Trustee or officer of the Trust against any such liability
to which he might otherwise be subject by reason of any willful misfeasance, bad
faith, gross negligence or reckless disregard of his obligations and duties. If
any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise - the remainder of this Agreement shall not
be affected thereby.
9. DURATION AND TERMINATION OF THIS AGREEMENT.
(a) Duration. This Agreement shall become effective with respect
to the Initial Funds on August 1, 2000 and, with respect to any
additional Fund, on the date of receipt by the Trust of notice
from the Manager in accordance with Paragraph l(b) hereof that
the Manager is willing to serve as Manager with respect to such
Fund. Unless terminated as herein provided, this Agreement shall
remain in full force and effect until August 1, 2001 with respect
to the Initial Funds and shall continue in full force and effect
for periods of one year thereafter with respect to each Fund so
long as such continuance with respect to any such
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Fund is approved at least annually (i) by either the Trustees or
by vote of a majority of the outstanding voting shares (as
defined in the 1940 Act) of such Fund, and (ii) in either event
by the vote of a majority of the Trustees who are not parties to
this Agreement or "interested persons" (as defined in the 1940
Act) of any such party, cast in person at a meeting called for
the purpose of voting on such approval.
Any approval of this Agreement by the holders of a
majority of the outstanding shares (as defined in the 1940 Act)
of any Fund shall be effective to continue this Agreement with
respect to any such Fund notwithstanding (i) that this Agreement
has not been approved by the holders of a majority of the
outstanding shares of any other Fund affected thereby, and (ii)
that this Agreement has not been approved by the vote of a
majority of the outstanding shares of the Trust, unless such
approval shall be required by any other applicable law or
otherwise.
(b) Termination. This Agreement may be terminated at any time,
without payment of any penalty, by vote of the Trustees or by
vote of a majority of the outstanding shares (as defined in the
1940 Act), or by the Manager on sixty (60) days' written notice
to the other party.
(c) Automatic Termination. This Agreement shall automatically and
immediately terminate in the event of its assignment.
10. NAME OF TRUST.
It is understood that the name "Calamos", and any logo associated
with that name, is the valuable property of Calamos Asset Management, Inc., and
that the Trust has the right to include "Calamos" as a part of its name or the
name of any Fund only so long as this Agreement shall continue. Upon termination
of this Agreement the Trust shall forthwith cease to use the "Calamos" name and
logo and shall take such action as is necessary to change the name of any Fund
and to amend its Declaration of Trust to change the Trust's name.
11. PRIOR AGREEMENT SUPERSEDED.
This Agreement supersedes any prior agreement relating to the
subject matter hereof between the parties.
12. SERVICES NOT EXCLUSIVE.
The services of the Manager to the Trust hereunder are not to be
deemed exclusive and the Manager shall be free to render similar services to
others so long as its services hereunder are not impaired thereby.
13. LIMITATION OF LIABILITY.
It is expressly agreed that the obligations of the Trust
hereunder shall not be binding upon any of the Trustees, shareholders, nominees,
officers, agents or employees of the Trust, personally, but shall bind only the
assets and property of the Trust as provided in the Declaration of Trust of the
Trust. The execution and delivery of this Agreement have been
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authorized by the Trustees and shareholders of the Trust and signed by an
authorized officer of the Trust, acting as such, and neither such authorization
by the Trustees and shareholders nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the assets and property
of the Trust as provided in its Declaration of Trust.
IN WITNESS WHEREOF, this Management Agreement has been executed
for the Manager and the Trust by their duly authorized officers, as of the date
first set forth above.
CALAMOS ASSET MANAGEMENT, INC.
By:
-----------------------------
John P. Calamos,
President
Attest:
---------------------------------
James S. Hamman, Jr., Secretary
CALAMOS INVESTMENT TRUST
By:
-----------------------------
John P. Calamos,
President
Attest:
---------------------------------
James S. Hamman, Jr., Secretary
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