<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
CALAMOS INVESTMENT TRUST
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
--------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
LOGO
CALAMOS(R) INVESTMENT TRUST
June 19, 2000
Dear Shareholder:
You are cordially invited to attend a special meeting of shareholders of
CALAMOS INVESTMENT TRUST, which will be held on July 25 at 2:00 p.m. Central
time, in the Conference Room on the first floor of the office of the Trust, 1111
East Warrenville Road, Naperville, Illinois.
At the meeting, you will be asked to elect five trustees, vote on a new
Management Agreement between CALAMOS INVESTMENT TRUST AND CALAMOS ASSET
MANAGEMENT, INC., and ratify the board's selection of Ernst & Young LLP as the
Trust's independent auditors.
The proposed Management Agreement would increase the breakpoints in the
management fees paid to CALAMOS ASSET MANAGEMENT, INC. by Convertible Fund,
Growth and Income Fund, Market Neutral Fund and Growth Fund. The management fees
paid by Global Growth and Income Fund and High Yield Fund will not change. The
Trust's board of trustees considered this very important proposal in great
detail. We have summarized in the proxy statement the information we considered.
After a thorough deliberation, the trustees unanimously have concluded that the
proposed fee changes are in the best interests of the Calamos funds and our
shareholders.
Enclosed with this letter are answers to questions you may have about the
proposal to change the Management Agreement, the formal notice of the meeting,
and the proxy statement, which gives detailed information about the proposal and
why the board recommends that you vote to approve it. If you have any questions
about the enclosed proxy or need any assistance in voting your shares, please
call Calamos Asset Management, Inc., the Funds' investment adviser, at
1-800-582-6959.
Sincerely,
/s/ John P. Calamos
John P. Calamos
Trustee and President
Your vote is important. Please complete, sign and date the enclosed proxy
card(s) and return it in the enclosed envelope. This will ensure that your vote
is counted, even if you can't attend the meeting in person.
LOGO
CALAMOS(R) INVESTMENT TRUST
1111 East Warrenville Road
Naperville, Illinois 60563-1493
1-800-582-6959
<PAGE> 3
LOGO
CALAMOS(R) INVESTMENT TRUST
ANSWERS TO SOME IMPORTANT QUESTIONS
Q. WHAT CHANGES ARE YOU PROPOSING TO MAKE TO THE MANAGEMENT FEES PAID BY EACH
FUND?
A. CALAMOS INVESTMENT TRUST is proposing to enter into a new Management
Agreement with CALAMOS ASSET MANAGEMENT, INC. ("CAM") that will change the asset
levels (called "breakpoints") at which the management fee for Convertible Fund,
Growth and Income Fund, Market Neutral Fund and Growth Fund declines as a
percentage of net assets. If shareholders approve the new Management Agreement,
this change would increase the management fees paid by Convertible Fund as of
the date of the approval and may increase the management fees paid by Growth and
Income Fund, Market Neutral Fund or Growth Fund if those Funds grow to more than
$150 million in net assets.
Currently, each Fund, except Convertible Fund, pays a management fee at
the maximum rate applicable to that Fund under the current Management Agreement
because its net assets have not reached the $150 million breakpoint. There will
be no change in the aggregate fees paid by any of those Funds unless its net
assets increase to more than $150 million.
For Convertible Fund, under the proposed Management Agreement the annual
rate of management fee on the first $150 million of average net assets would
remain unchanged at 0.75%. On net assets in excess of $150 million (instead of
being 0.50% under the present Management Agreement) the fee would be 0.75% up to
$500 million of net assets; 0.70% on the next $500 million and 0.65% thereafter.
The management fee and total expense ratio for Convertible Fund for the twelve
months ended March 31, 2000 are shown below on an actual and pro forma basis, as
if the proposed new fee structure had been in place
<PAGE> 4
throughout that period (see "Changes in Fees -- The Effect of the Changes" in
the proxy statement for more information about this):
<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C> <C>
CONVERTIBLE FUND
Management Fee 0.74 0.75
Total Expense Ratio - Class A 1.40 1.41
Total Expense Ratio - Class C 1.90 1.91
Total Expense Ratio - Class I 0.90 0.91
</TABLE>
Although at March 31, 2000 Convertible Fund's net assets were $197 million, for
the majority of the 12 months ended March 31, 2000, the Fund's net assets were
below $150 million. Therefore, for the majority of the 12 month period shown
above, the proposed new fee structure would have had no effect on the amount of
management fee paid by the Fund. However, if the Fund's net assets increase (or
remain above $150 million for a longer period) in the future, the amount of the
Fund's net assets subject to the higher fee also will increase, so that the
difference between the fee under the current structure and the proposed
structure would be greater during that period.
Q. WHAT IS THE REASON FOR CHANGING THE FEE STRUCTURE?
A. At CALAMOS, we employ rigorous, state-of-the-art investment processes
based on vast quantities of data and sophisticated analysis. We strive to set
the pace for technical excellence and sensitivity to risk/ reward tradeoffs in
our industry.
Based on our commitment to excellence, we continually reassess ways to
build upon these strengths. The proposed change in the management fee structure
will enable us to retain talented investment professionals and attract
additional personnel in a highly competitive financial job market, keep up with
the ever-increasing pace of new technology to support our leadership role in
quantitative analysis, and provide top-quality administrative and shareholder
services to help assure that security trades and customer accounts are
maintained with utmost accuracy and speed. After researching the mutual fund
marketplace, we believe our services will continue to be competitively priced
and that the significant benefits to shareholders outweigh the expense.
<PAGE> 5
Q. HOW WOULD THE PROPOSED FEES AFFECT THE PERFORMANCE OF CONVERTIBLE FUND?
A. Under the current fee structure, if you had invested $10,000 in Class A
Shares of Convertible Fund at its inception (June 21, 1985), you would have had
$59,406 as of March 31, 2000. If the proposed fee structure for the Fund had
been in place during the life of the Fund, you would have had $59,383.
Another way to look at this is to compare average annual total returns.
The chart below shows Convertible Fund's actual average annual total return for
various periods ended March 31, 2000 compared to what those returns would have
been if the proposed fees had been in effect throughout those periods:
<TABLE>
<CAPTION>
SINCE
1 YEAR 5 YEARS 10 YEARS INCEPTION*
------ ------- -------- ----------
LOAD- LOAD- LOAD- LOAD-
ADJUSTED ADJUSTED ADJUSTED ADJUSTED
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CONVERTIBLE FUND
Class A
Actual 38.10 31.58 22.16 20.97 16.41 15.85 13.52 13.14
Proposed 38.04 31.52 22.15 20.96 16.41 15.85 13.52 13.14
Class C
Actual 37.38 NA NA NA NA NA 21.17 NA
Proposed 37.38 NA NA NA NA NA 21.17 NA
Class I
Actual 38.74 NA NA NA NA NA 21.39 NA
Proposed 38.74 NA NA NA NA NA 21.39 NA
</TABLE>
The chart above provides performance return numbers for Convertible Fund and
shows both non-load-adjusted and load-adjusted returns, taking into
consideration the maximum 4.75% sales charge on A shares. Total return and
average annual total return performance measure net investment income and
capital gain or loss from portfolio investments and reflect changes in share
price, reinvestment of income and capital gain distributions. Past performance
is no guarantee of future results. Investment return and principal value will
fluctuate so that an investor's shares when redeemed may be worth more or less
than their original cost.
* Inception dates for each class are as follows: Class A - 6/21/85, Class
C - 7/5/96, and Class I - 6/25/97.
On November 19, 1999, the Convertible Fund's net assets exceeded $150
million for the first time. At March 31, 2000 Convertible Fund's net assets were
$197 million. The increased fee, then, had an effect on performance only during
that time. That is the primary reason why, if the proposed fee structure had
been in place during the life of
<PAGE> 6
the Fund, it would have had a minimal effect on the Fund's performance. If
shareholders approve the proposed fee structure, however, the negative effect of
the increased fee on the Fund's performance will increase as the Fund's assets
increase.
See "Factors Considered by the Board of Trustees -- Impact of the Proposed
Fees on Performance" in the proxy statement for more information about each
Fund's performance.
Q. HOW DOES THIS PROPOSAL AFFECT GLOBAL GROWTH AND INCOME FUND AND HIGH YIELD
FUND?
A. There will be no change in the rates of fee paid by Global Growth and
Income Fund and High Yield Fund.
Q. HOW DOES THE BOARD OF TRUSTEES SUGGEST THAT I VOTE?
A. After careful consideration, the trustees of your Funds, including all
of the independent members, recommend that you vote "FOR" all the proposals on
the enclosed proxy card(s).
Q. HOW DO I VOTE?
A. Details about voting can be found in the proxy statement under the
heading "More Information About the Meeting -- How to Vote." You can vote:
- BY MAIL - You may vote by mail, by signing and dating your proxy
card(s), and mailing it in the enclosed envelope.
- BY TELEPHONE - You may vote by telephone by following the
instructions provided with your proxy card(s).
- BY INTERNET - You may vote by Internet by following the
instructions provided with your proxy card(s).
<PAGE> 7
You also may vote in person if you are able to attend the meeting.
However, even if you plan to attend, we urge you to cast your vote by mail,
telephone or the Internet. That will ensure that your vote is counted, even if
your plans change.
THIS INFORMATION SUMMARIZES INFORMATION THAT IS INCLUDED IN MORE
DETAIL IN THE PROXY STATEMENT. WE URGE YOU TO READ THE PROXY STATEMENT
CAREFULLY.
IF YOU HAVE QUESTIONS, CALL 1-800-582-6959.
<PAGE> 8
CALAMOS(R) INVESTMENT TRUST
1111 EAST WARRENVILLE ROAD
NAPERVILLE, ILLINOIS 60563-1493
1-800-582-6959
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
JULY 25, 2000
A special meeting of shareholders of CALAMOS INVESTMENT TRUST will be held
in the Conference Room on the first floor of the office of the Trust, 1111 East
Warrenville Road, Naperville, Illinois, at 2:00 p.m., Central time, on July 25,
2000. At the meeting, shareholders will be asked to vote on the following
proposals:
1. To elect five trustees;
2. To approve a proposed new Management Agreement between CALAMOS
INVESTMENT TRUST and CALAMOS ASSET MANAGEMENT, INC. relating to each of the
Funds of the Trust that will increase the breakpoints in the management fee
for Convertible Fund, Growth and Income Fund, Market Neutral Fund and
Growth Fund; and
3. To ratify the selection of Ernst & Young LLP as the Funds'
independent public accountants for the fiscal year ending March 31, 2001;
and to transact any other business that properly comes before the meeting.
Shareholders of record as of the close of business on June 8, 2000 are
entitled to vote at the meeting (or any adjournments of the meeting). This proxy
statement and proxy card(s) are being mailed to shareholders on or about June
20, 2000.
By Order of the Board of Trustees,
James S. Hamman, Jr.
Secretary
June 19, 2000
Naperville, Illinois
PLEASE COMPLETE AND RETURN THE ENCLOSED
PROXY CARD(S) WHETHER OR NOT YOU EXPECT TO BE
PRESENT AT THE MEETING. YOU MAY STILL VOTE IN
PERSON IF YOU ATTEND THE MEETING.
<PAGE> 9
CALAMOS(R) INVESTMENT TRUST
1111 EAST WARRENVILLE ROAD
NAPERVILLE, ILLINOIS 60563-1493
1-800-582-6959
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
JULY 25, 2000
This proxy statement is being sent to you by the board of trustees of
CALAMOS INVESTMENT TRUST. The board is asking you to complete and return the
enclosed proxy card(s), permitting your shares of Convertible Fund, Growth and
Income Fund, Market Neutral Fund, Growth Fund, Global Growth and Income Fund
and/or High Yield Fund to be voted at the meeting of shareholders called to be
held on July 25, 2000. Shareholders of record at the close of business on June
8, 2000 (called the "record date") are entitled to vote at the meeting. You are
entitled to one vote for each share you hold, with a fraction of a vote for each
fraction of a share.
You also should have received the CALAMOS Family of Funds' annual report
to shareholders for the fiscal year ended March 31, 2000. IF YOU WOULD LIKE
ANOTHER COPY OF THE ANNUAL REPORT OR THE SEMIANNUAL REPORT FOR THE SIX MONTHS
ENDED SEPTEMBER 30, 1999, PLEASE WRITE TO OR CALL THE TRUST AT THE ADDRESS AND
TELEPHONE NUMBER SHOWN AT THE TOP OF THIS PAGE. THE REPORTS WILL BE SENT TO YOU
WITHOUT CHARGE.
For convenience, CALAMOS INVESTMENT TRUST is referred to in this proxy
statement as "the Trust." Convertible Fund, Growth and Income Fund, Market
Neutral Fund, Growth Fund, Global Growth and Income Fund and High Yield Fund are
referred to individually as a "Fund" and together as the "Funds." CALAMOS ASSET
MANAGEMENT, INC., the Funds' investment adviser, is referred to as "CAM."
SUMMARY OF PROPOSALS
You are being asked to vote on three proposals -- (1) election of
trustees, (2) the proposed Management Agreement that will increase the
breakpoints in the management fee for Convertible Fund, Growth and Income Fund,
Market Neutral Fund and Growth Fund, and (3) the ratification of the board's
selection of Ernst & Young LLP as the Trust's independent auditors. The
shareholders of each Fund will vote together
<PAGE> 10
on the election of trustees and separately on the proposed Management Agreement
and the ratification of the selection of auditors.
PROPOSAL 1
ELECTION OF TRUSTEES
The persons named on the accompanying proxy card(s) intend to vote at the
meeting (unless otherwise directed) FOR the election of the five nominees named
below as trustees of the Trust. All of the nominees currently serve as trustees.
Each nomination was unanimously approved by the board of trustees.
Each trustee will be elected to hold office until the next meeting of
shareholders or until his or her successor is elected and qualified. Each
nominee has consented to being named herein and indicated his willingness to
serve if elected. If any such nominee is unable to serve because of an event not
now anticipated, the persons named as proxies may vote for another person
designated by the board of trustees.
The following table sets forth each nominee's position(s) with the Trust,
age, principal occupation or employment during the past five years,
directorships and trusteeships and the date on which he or she first became a
trustee of the Trust.
<TABLE>
<CAPTION>
NAME, POSITION(S) WITH TRUST
AND AGE AT MARCH 31, 2000 PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
<S> <C>
John P. Calamos* President, CAM; President, Calamos Financial
Trustee (since 1988) and Services, Inc. ("CFS"), a broker-dealer and
President, 59 the Funds' distributor.
Nick P. Calamos* Managing Director and Senior Vice President,
Trustee (since 1992) and CAM and CFS.
Vice President, 38
Richard J. Dowen Professor of Finance, Northern Illinois
Trustee (since 1988), 55 University.
Robert Frost Managing Director, Ogilvy Adams & Rinehart
Trustee (since 1988), 60 (public relations consulting) and President,
ECOM Consultants, Inc. (management
consulting).
William A. Kaun Principal, W.A. Kaun Co. (investment adviser
Trustee (since 1988), 72 and publisher).
</TABLE>
2
<PAGE> 11
* Messrs. John Calamos and Nick Calamos are trustees who are "interested
persons" of the Trust as defined in the Investment Company Act of 1940 (the
"1940 Act").
The address of Mr. Dowen is Department of Finance, Northern Illinois University,
DeKalb, Illinois 60115; that of Mr. Frost is 53 Ward Drive, New Rochelle, New
York 10804; and that of Mr. Kaun is 1750 Grandstand Place, Elgin, Illinois
60123. The address of the officers of the Trust is 1111 East Warrenville Road,
Naperville, Illinois 60563-1493. Nick Calamos is a nephew of John Calamos.
COMMITTEES OF THE BOARD OF TRUSTEES. The board of trustees currently has
two standing committees:
- Executive Committee. Messrs. John Calamos and Nick Calamos are members
of the executive committee, which has authority during intervals between
meetings of the board of trustees to exercise the powers of the board,
with certain exceptions.
- Audit Committee. Messrs. Dowen, Frost and Kaun serve on the audit
committee of the board of trustees. The audit committee recommends
independent auditors to the trustees, monitors the auditors'
performance, reviews the results of each Fund's audit and responds to
other matters deemed appropriate by the board of trustees.
During the fiscal year ended March 31, 2000, the board of trustees held
four meetings, the executive committee held no meetings, and the audit committee
held one meeting. Each trustee attended at least 75% of the meetings of the
board of trustees and applicable committees held during the fiscal year ended
March 31, 2000.
TRUSTEE COMPENSATION. Messrs. John Calamos and Nick Calamos, the trustees
who are "interested persons" of the Trust, do not receive compensation from the
Trust. The non-interested trustees do not receive any pension or retirement
benefits from the Funds. The following table sets forth the total compensation
(including any
3
<PAGE> 12
amounts deferred, as described below) paid by the Trust during the fiscal year
ended March 31, 2000 to each of the trustees of the Trust:
Aggregate Compensation from:
<TABLE>
<CAPTION>
GROWTH AND MARKET GLOBAL GROWTH
CONVERTIBLE INCOME NEUTRAL GROWTH AND INCOME HIGH YIELD FUND
NAME FUND FUND FUND FUND FUND FUND COMPLEX
<S> <C> <C> <C> <C> <C> <C> <C>
John P. Calamos $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Nick P. Calamos 0 0 0 0 0 0 0
Richard J. Dowen 1,358 1,358 1,358 1,358 1,358 1,358 12,000
Robert Frost 1,358 1,358 1,358 1,358 1,358 1,358 12,000
William A. Kaun 1,358 1,358 1,358 1,358 1,358 1,358 12,000
</TABLE>
The Trust has adopted a deferred compensation plan (the "Plan") for its
non-interested trustees. Under the Plan, a trustee who is not an "interested
person" of the Trust or CAM ("participating trustees") may defer receipt of all
or a portion of his compensation from the Trust in order to defer payment of
income taxes or for other reasons. The deferred compensation payable to the
participating trustee is credited to the trustee's deferral account as of the
business day such compensation would have been paid to the trustee. The value of
a trustee's deferred compensation account at any time is equal to what would be
the value if the amounts credited to the account had instead been invested in
shares of one or more of the Funds as designated by the trustee. Thus, the value
of the account increases with contributions to the account or increases in the
value of the measuring shares, and the value of the account decreases with
withdrawals from the account or declines in the value of the measuring shares.
If a participating trustee retires, the trustee may elect to receive payments
under the plan in a lump sum or in equal annual installments over a period of
five years. If a participating trustee dies, any amount payable under the Plan
will be paid to the trustee's beneficiaries. Each Fund's obligation to make
payments under the Plan is a general obligation of that Fund. No Fund is liable
for any other Fund's obligations to make payments under the Plan.
REQUIRED VOTE. In accordance with the Trust's Agreement and Declaration of
Trust, the vote of a plurality of all of the shares of all Funds voted at the
Meeting is required to elect the nominees. Each share is entitled to one vote.
4
<PAGE> 13
BOARD RECOMMENDATION
THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS OF THE FUNDS VOTE FOR EACH NOMINEE.
PROPOSAL 2
PROPOSED MANAGEMENT AGREEMENT TO CHANGE
THE BREAKPOINTS IN THE MANAGEMENT FEE
OF CONVERTIBLE FUND, GROWTH AND INCOME FUND,
MARKET NEUTRAL FUND AND GROWTH FUND
BACKGROUND AND SUMMARY
CALAMOS ASSET MANAGEMENT, INC. (called "CAM" in this proxy statement), is
the investment adviser to the CALAMOS Family of Funds. Under the current
Management Agreement, the portfolio manager, a CAM employee, decides which
securities or instruments to buy or sell for each Fund and CAM arranges for the
placement and execution of orders for the purchase or sale of such securities
and instruments. CAM is also responsible for each Fund's regulatory compliance
and general administrative operations. CAM uses the management fees paid by each
Fund to pay for the office space, equipment and management personnel that are
needed to manage the assets of each Fund.
CAM recently undertook a complete review of the level and structure of the
management fees for each Fund within the CALAMOS Family of Funds. The goal of
this review was to establish a fee structure for each CALAMOS Fund that would be
competitive with similarly-situated funds and would enable CAM to retain
talented investment professionals and attract additional personnel in a highly
competitive financial job market, keep up with the ever-increasing pace of new
technology to support its leadership role in quantitative analysis, and provide
top-quality administrative and shareholder services to help assure that security
trades and customer accounts are maintained with utmost accuracy and speed.
Management believes that a competitive management fee structure is
necessary to ensure that the CALAMOS Family of Funds can continue to provide the
increased investment opportunities and service options that are now available to
and wanted by shareholders. In addition, there has been increased competition
for top quality investment management professionals, along with growing expenses
necessary to attract and retain such professionals. By establishing
5
<PAGE> 14
competitive fee levels, management believes it can continue to attract talented
investment professionals and support high-quality, long-term investment
management and shareholder services, all of which will help maintain solid
investment performance for the Trust's shareholders.
CAM's research found that the initial breakpoint at which the rate of
management fee decreased was at a lower asset level, $150 million, for
Convertible Fund, Growth and Income Fund, Market Neutral Fund and Growth Fund,
than the initial breakpoint in fees for the majority of comparable funds.
Moreover, CAM found that, at $150 million in net assets, the fee rate of .50%
for Convertible Fund, Growth and Income Fund and Market Neutral Fund, or .75%
for Growth Fund was also lower than the average effective rate of fees for
comparable funds at $150 million in net assets. Because of the factors noted
above and the Funds' consistently superior performance, CAM concluded that the
management fee would continue to be competitively priced and that the
significant benefits to shareholders resulting from the increased fees would
outweigh the expense.
The Trust's board of trustees unanimously has approved the proposed
Management Agreement for the Funds, which establishes a new fee structure for
each of Convertible Fund, Growth and Income Fund, Market Neutral Fund and Growth
Fund that the board believes is competitive. As described in more detail under
the heading "Factors Considered by the Board of Trustees," this recommendation
is the result of consideration by the board of a substantial amount of
information, including information prepared by independent sources and by CAM.
For each of Convertible Fund, Growth and Income Fund, Market Neutral Fund
and Growth Fund, the proposed agreement maintains the current rate of fees on
the first $150 million of net assets of each Fund but increases the breakpoints
and rates of applicable fees. The fees paid by Global Growth and Income Fund and
High Yield Fund to CAM as a percentage of their respective net assets would not
be increased or decreased.
The board of trustees unanimously urges you to vote in favor of the
proposed Management Agreement. The discussion below explains the proposed
changes to each Fund's management fee schedules and the reasons for the board's
decision. The terms of the proposed agreement are summarized and compared to the
current agreement (and a complete copy of the proposed Management Agreement is
6
<PAGE> 15
attached as Exhibit A to the proxy statement). Finally, more information
about CAM is provided.
CHANGES IN FEES
CAM has served as investment adviser to each Fund since its respective
inception. The current fee schedule of each Fund was established at the Fund's
inception.
The following tables summarizes the current and proposed annual rates of
compensation payable to CAM by each Fund as a percentage of average daily net
assets:
Convertible Fund, Growth and Income Fund and Market Neutral Fund:
<TABLE>
<CAPTION>
CURRENT PROPOSED
<S> <C>
0.75% of the first $150 million 0.75% of the first $500 million
0.50% of net assets above 0.70% of net assets above
$150 million $500 million to $1 billion
0.65% of net assets above $1
billion
</TABLE>
Growth Fund:
<TABLE>
<CAPTION>
CURRENT PROPOSED
<S> <C>
1.00% of the first $150 million 1.00% of the first $500 million
0.75% of net assets above $150 0.90% of net assets above
million $500 million to $1 billion
0.80% of net assets above $1
billion
</TABLE>
Global Growth and Income Fund:
<TABLE>
<CAPTION>
CURRENT PROPOSED
<S> <C>
1.00% No change.
</TABLE>
High Yield Fund:
<TABLE>
<CAPTION>
CURRENT PROPOSED
<S> <C>
0.75% No change.
</TABLE>
THE EFFECT OF THE CHANGES. As noted above, the proposed Management
Agreement would not change the management fees payable by Global Growth and
Income Fund or High Yield Fund.
7
<PAGE> 16
Although the proposed Management Agreement would change the management fee
structure for each other Fund (if approved by the shareholders of that Fund),
the net assets of each of Growth and Income Fund, Market Neutral Fund and Growth
Fund are currently below the asset level at which the new fee structure would
affect the fees payable by the Fund.
Only Convertible Fund has net assets that currently exceed the breakpoint
in the Fund's management fee schedule. At March 31, 2000 the Fund's net assets
were $197 million. Under the proposed Management Agreement the annual rate of
management fee on the first $150 million of average net assets would remain
unchanged at 0.75%. On net assets in excess of $150 million (instead of being
0.50% under the present Management Agreement) the fee would be 0.75% up to $500
million of net assets; 0.70% on the next $500 million and 0.65% thereafter.
The table below shows the total advisory fees paid by each Fund during the
fiscal year ended March 31, 2000, and the fees that would have been paid if the
proposed Management Agreement had been in place throughout that period:
<TABLE>
<CAPTION>
ACTUAL PRO FORMA FEES --
ADVISORY FEES NEW ADVISORY AGMT. DIFFERENCE
<S> <C> <C> <C>
Convertible Fund $1,083,224 $1,103,398 1.8%
Growth and Income Fund 255,587 255,587 0.0
Market Neutral Fund 36,808 36,808 0.0
Growth Fund 246,083 246,083 0.0
Global Growth and
Income Fund 95,492 95,492 0.0
High Yield Fund 3,189 3,189 0.0
</TABLE>
Although at March 31, 2000 Convertible Fund's net assets were $197 million, the
Fund's net assets reached the $150 million breakpoint for the first time as of
November 19, 1999, and for the majority of the fiscal year ended March 31, 2000,
the Fund's net assets were below $150 million. Therefore, for the majority of
the fiscal year shown above, the proposed new fee structure would have had no
effect on the amount of management fee paid by the Fund. However, if the Fund's
net assets increase (or remain above $150 million for a longer period) in the
future, the amount of the Fund's net assets subject to the higher fee also will
increase for the period, so that the difference between the
8
<PAGE> 17
fee under the current structure and the proposed structure would be greater
during that period.
There are no changes proposed to be made to the sales charges which are
subtracted directly from the amount a shareholder invests in a Fund.
The next table shows the actual operating expenses incurred by Convertible
Fund during the fiscal year ended March 31, 2000, and the expenses that would
have been incurred had the proposed fee arrangement been in place throughout
that year, in each case expressed as a percentage of the Fund's average net
assets of the class:
<TABLE>
<CAPTION>
TOTAL FUND
MANAGEMENT FEE 12B-1 FEE OTHER EXPENSES OPERATING EXPENSE
------------------ ------------------ ------------------ ------------------
ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CONVERTIBLE FUND
Class A 0.74% 0.75% 0.50% 0.50% 0.16% 0.16% 1.40% 1.41%
Class C 0.74 0.75 1.00 1.00 0.16 0.16 1.90 1.91
Class I 0.74 0.75 0.00 0.00 0.16 0.16 0.90 0.91
</TABLE>
EXAMPLE. The following example illustrates the expenses on a $10,000
investment in Convertible Fund under the present and proposed fee arrangements
using fiscal year 2000 data, assuming (1) five percent annual return and (2)
redemption at the end of each time period. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
CONVERTIBLE FUND
Class A
Present Fee Arrangement $611 $897 $1204 $2075
Proposed Fee Arrangement 613 903 1214 2096
Class C
Present Fee Arrangement 193 597 1026 2222
Proposed Fee Arrangement 195 603 1037 2243
Class I
Present Fee Arrangement 92 287 498 1108
Proposed Fee Arrangement 94 293 509 1131
</TABLE>
Because for the majority of the fiscal year ended March 31, 2000 the Fund's net
assets were below $150 million, the proposed new fee structure would have had
little effect on the management fees paid by the Fund and, consequently, the
Fund's operating expenses. However, if the Fund's net assets increase (or remain
above $150 million for a
9
<PAGE> 18
longer period) in the future, the amount of the Fund's net assets subject to the
higher fee also will increase for the period, so that the fees and expenses paid
under the proposed structure would be greater during that future period.
Similar information is not available for Growth and Income Fund, Market
Neutral Fund and Growth Fund, since they have not yet reached the first
breakpoint under the current fee arrangement.
FACTORS CONSIDERED BY THE BOARD OF TRUSTEES
The board of trustees of the Trust, including its trustees who are not
affiliated with CAM, met in June 2000 to consider whether the proposal to change
the management fees for Convertible Fund, Growth and Income Fund, Market Neutral
Fund and Growth Fund was advisable. After consideration, the board unanimously
approved the proposed Management Agreement.
The trustees received substantial information to assist in their decision.
The trustees utilized reports prepared by Lipper, Inc. and Morningstar, Inc.,
both well recognized, independent services that monitor mutual fund expenses and
performance, and significant amounts of information furnished by CAM. The
trustees reviewed materials provided by CAM to identify competitive peer groups
for comparison and to develop proposed management fee pricing and breakpoint
levels for each Fund.
The board reviewed a variety of factors relating to the nature, quality
and scope of the services provided by CAM, the performance of each Fund compared
to relevant benchmarks, comparative fees and expense ratios, and the
reasonableness of the proposed increase in the advisory fees for each Fund in
view of the fees paid by comparable mutual funds.
INVESTMENT PERFORMANCE. In considering the proposed agreement and in
approving the proposed fee increase for Convertible Fund, Growth and Income
Fund, Market Neutral Fund and Growth Fund, the board also considered the short-
and long-term performance of each of these Funds compared to the performance of
other funds with comparable objectives and policies and compared to market
indexes. The trustees analyzed reports on investment performance provided by CAM
and Morningstar. The reports presented the investment performance of each Fund
compared to relevant market indexes and a Morningstar-selected peer group of
similar mutual funds. In addition,
10
<PAGE> 19
the trustees reviewed the Morningstar star ratings and rankings of each Fund and
concluded that the Funds' long-term investment performance had been superior to
many other similar funds.
The following table shows the investment performance of Convertible Fund,
Growth and Income Fund, Market Neutral Fund and Growth Fund for various periods
ended March 31, 2000 compared to various indexes:
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS (%)
(NOT ADJUSTED FOR SALES LOAD)(%)
----------------------------------------------
1 YEAR 5 YEARS 10 YEARS SINCE INCEPTION*
<S> <C> <C> <C> <C>
CONVERTIBLE FUND
Class A 38.10 22.16 16.41 13.52
Class C 37.38 NA NA 21.17
Class I 38.76 NA NA 21.39
Value Line Convertible
Index+ 26.56 14.72 13.73 11.52
GROWTH AND INCOME FUND
Class A 59.81 28.69 19.77 18.36
Class C 58.93 NA NA 29.49
Class I 60.54 NA NA 30.79
Value Line Convertible
Index+ 26.56 14.72 13.73 11.52
MARKET NEUTRAL FUND
Class A 17.07 12.43 NA 10.19
Salomon Brothers 30 Day
Treasury Bills Index(#) 4.70 4.85 NA 4.46
Lehman Brothers Govt/Corp.
Bond Index(#) 1.70 7.13 NA 8.06
GROWTH FUND
Class A 123.36 45.30 NA 27.15
Class C 122.17 NA NA 49.28
Class I 123.84 NA NA 50.26
S&P 500 Index++ 17.94 26.76 NA 20.20
</TABLE>
* Inception dates for each class are as follows: Convertible Fund Class
A - 6/21/85, Class C - 7/5/96, Class I - 6/25/97; Growth and Income Fund
Class A - 9/22/88, Class C - 8/5/96, Class I - 8/18/97; Market Neutral Fund
Class A - 9/4/90; and Growth Fund Class A - 9/4/90, Class C - 9/3/96, and
Class I - 9/18/97.
+ The Value Line Convertible Index is an unmanaged index considered
representative of the convertible securities market. The index includes 585
convertible bonds and preferred stocks. Selection is based on issue size and
trading statistics. Index returns
11
<PAGE> 20
assume reinvestment of dividends and do not reflect any fees, expenses or
sales charges. Index returns "since inception" are from the inception of the
Class A shares.
# The Salomon Brothers 30-Day Treasury Bills Index is an unmanaged index
generally considered representative of the performance of short-term money
investments. U.S. Treasury bills are backed by the full faith and credit of
the U.S. government and offer a guarantee as to the repayment of principal and
interest at maturity. The Lehman Brothers Government/Corporate Bond Index is
an unmanaged index comprising intermediate and long-term government and
investment-grade corporate debt securities. Index returns assume reinvestment
of dividends and do not reflect any fees, expenses or sales charges. Index
returns "since inception" are from the inception of the Class A shares.
++ The S&P 500 Index is an unmanaged index generally considered representative
of the U.S. stock market. Index returns assume reinvestment of dividends and
do not reflect any fees, expenses or sales charges. Index returns "since
inception" are from the inception of the Class A shares.
IMPACT OF THE PROPOSED FEES ON PERFORMANCE. The trustees also reviewed
information on the impact of the proposed fees on each Fund's performance. The
following table compares the actual average annual total return for Class A
shares of Convertible Fund (calculated as described in the CALAMOS Family of
Funds prospectus) to what those returns would have been if the new fee
arrangements had been in place since inception of the Class A shares. As shown
in the chart below, the new fee arrangement would have resulted in minor
decreases in the Fund's average annual total return over certain periods:
<TABLE>
<CAPTION>
FOR THE PERIODS ENDED MARCH 31, 2000
(ADJUSTED FOR LOAD)(%)
----------------------------------------------
1 YEAR 5 YEARS 10 YEARS SINCE INCEPTION*
<S> <C> <C> <C> <C>
CONVERTIBLE FUND CLASS A
Average annual total return
Actual 31.58 20.97 15.85 13.14
Pro forma -- proposed
fees 31.52 20.96 15.85 13.14
</TABLE>
* Inception date: 6/21/85.
Under the current fee structure, if you had invested $10,000 in Class A
Shares of Convertible Fund at its inception (June 21, 1985), you would have had
$59,406 as of March 31, 2000. If the proposed fee structure for the Fund had
been in place during the life of the Fund, you would have had $59,383.
On November 19, 1999, the Convertible Fund's net assets exceeded $150
million for the first time. At March 31, 2000 Convertible Fund's net assets were
$197 million. The increased fee, then, had an
12
<PAGE> 21
effect on performance only during that time. This is the primary reason why if
the proposed fee structure had been in place during the life of the Fund, it
would have had a minimal effect on the Fund's performance. However, if
shareholders approve the proposed fee structure, the negative effect of the
increased fee on the Fund's performance will increase as the Fund's assets
increase.
Similar performance information is not available for each of the other
Funds, since they have not yet reached the first breakpoint under the current
fee arrangement.
COMPARATIVE FEES AND EXPENSE RATIOS. The trustees also considered and
compared each Fund's advisory fees and total expense ratios to those of
comparable mutual funds. The trustees determined that the proposed changes to
the management fees, including the changes to the breakpoints, were reasonable
considering the quality and scope of the services provided by CAM to the Funds,
and that the fees remained competitive with the Funds' peers.
CAM'S OPERATIONS. In support of fee increases for Convertible Fund, Growth
and Income Fund, Market Neutral Fund and Growth Fund, the trustees considered
various factors including the enhanced service options and investment
opportunities that CAM has made available to shareholders and the importance of
supporting quality, long-term service by CAM to help achieve solid investment
performance.
The trustees also noted that the market for talented investment personnel
has become fiercely competitive in recent years as a result of the growth in the
investment management industry. The board recognized that CAM must be able to
attract and retain highly qualified portfolio managers and analysts. The board
concluded that the proposed increase in the advisory fee arrangements is
necessary to maintain the viability of the relationship between CAM and each
Fund. The trustees believe that the increase in the advisory fee to be paid by
each Fund will enable CAM to increase its investments in computer systems and
professional and client servicing staff, which will enhance CAM's current
portfolio management and research capabilities and improve shareholder services,
thereby benefiting the Funds.
The trustees also considered the indirect benefits that CAM might realize
from its relationship to the Funds, including the use (for the Funds and for
CAM's other clients) of investment research provided by brokers in return for
brokerage commissions.
13
<PAGE> 22
OTHER FACTORS. Other factors considered by the board include: arrangements
for distribution of the Funds' shares; the nature, cost and quality of
non-investment management services provided by CAM; anticipated enhancements in
the services to be provided by CAM to the Funds and the costs associated with
providing such services; and other organizational information relating to CAM,
its advisory personnel and its investment decision-making processes. In
considering the services provided by CAM other than management of the Funds'
portfolios, the board noted that CAM provides to the Funds certain shareholder
servicing that many mutual funds pay other organizations to provide. The Funds'
shareholders have benefited from expanded shareholder services and improved
systems of trading and recordkeeping provided by CAM.
During the review process, the board consulted with Bell, Boyd & Lloyd
LLC, legal counsel to the Trust and the independent trustees.
CONCLUSION OF THE BOARD OF TRUSTEES
After considering CAM's report to the board and the factors and
information described above, the board of trustees concluded that the proposed
Management Agreement that will increase the breakpoints in the management fee
for Convertible Fund, Growth and Income Fund, Market Neutral Fund and Growth
Fund is fair and reasonable. THE TRUSTEES, INCLUDING A MAJORITY OF THE TRUSTEES
WHO ARE NOT "INTERESTED PERSONS" OF THE TRUST OR CAM, UNANIMOUSLY VOTED TO
APPROVE THE PROPOSED MANAGEMENT AGREEMENT AND RECOMMEND THAT THE SHAREHOLDERS OF
THE FUNDS VOTE FOR ITS APPROVAL.
INFORMATION ABOUT CAM
CAM serves as the investment adviser for the Funds and for other
separately managed advisory accounts. At May 31, 2000, CAM had approximately
$5.2 billion under management, including the Funds.
OTHER INVESTMENT COMPANIES ADVISED BY CAM. In addition to serving as
investment adviser to the Trust, CAM is also investment adviser to CALAMOS
Advisors Trust, an open-end management investment company with a single
series -- CALAMOS Convertible Portfolio (the "Convertible Portfolio") and a
sub-adviser to one series (Multi-Strategy Market Neutral Investments) of
Consulting Group Capital Market Funds, an open-end management investment
company. Shares of Convertible Portfolio are currently sold only to certain life
insurance
14
<PAGE> 23
company separate accounts to fund variable annuity and variable life insurance
contracts, and certain pension plans. The following table shows the total net
assets of Convertible Portfolio and Multi-Strategy Market Neutral Investments at
May 31, 2000, and the current rates of CAM's compensation:
<TABLE>
<CAPTION>
ANNUAL RATE OF COMPENSATION
PAID TO CAM
NAME OF FUND ASSETS (AS A PERCENTAGE OF AVERAGE NET ASSETS)
<S> <C> <C>
Calamos Convertible
Portfolio $ 5,486,950 0.75%
Consulting Group Capital
Markets Funds --
Multi-Strategy Market
Neutral Investments $10,757,050* 1.00%
</TABLE>
* The amount shown includes only those assets as to which CAM acts as the
sub-adviser.
OWNERSHIP AND MANAGEMENT OF CAM. The following information relates to the
ownership and management of CAM itself, not the Funds or their portfolios.
Portfolio management decisions for the Funds are made by their portfolio
managers, working with CAM's team of analysts. THERE ARE NO CHANGES IN THE
FUNDS' PORTFOLIO MANAGERS.
CAM is an Illinois corporation, whose principal offices are located at
1111 East Warrenville Road, Naperville, Illinois 60563-1493. John P. Calamos
(90%) and Nick P. Calamos (10%) are the sole shareholders of CAM. Set forth
below is the name and principal occupation of each director of CAM, the
principal executive officer of CAM, and certain officers of CAM:
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION (POSITION WITH CAM)
<S> <C>
John P. Calamos President and Director
Nick P. Calamos Senior Vice President and Director
James S. Hamman, Jr. Senior Vice President and General Counsel
Rhowena Blank Vice President, Operations
</TABLE>
Each of the persons above is an officer of the Trust. The address of each
officer and director of CAM is 1111 East Warrenville Road, Naperville, Illinois
60563-1493.
For the fiscal year ended March 31, 2000, each Fund paid the following
aggregate brokerage commissions for execution of portfolio
15
<PAGE> 24
brokerage transactions to CALAMOS FINANCIAL SERVICES, INC. ("CFS") whose sole
shareholder and principal officer is John P. Calamos:
<TABLE>
<CAPTION>
AGGREGATE BROKERAGE PERCENTAGE OF AGGREGATE
FUND COMMISSIONS PAID TO CFS BROKERAGE COMMISSIONS PAID
<S> <C> <C>
Convertible Fund $22,444 36.8%
Growth and Income
Fund 6,554 25.5
Market Neutral Fund 5,418 34.1
Growth Fund 53,342 74.5
Global Growth and
Income Fund 2,014 51.2
High Yield Fund 30 100.0
</TABLE>
DESCRIPTION OF THE PROPOSED MANAGEMENT AGREEMENT
The proposed Management Agreement is attached to this proxy statement as
Exhibit A. The discussion here is only a summary and for more details you should
refer to the proposed Agreement.
Under the proposed Agreement, subject to the overall supervision and
control of the board of trustees, CAM will have supervisory responsibility for
the general management and investment of the Funds' assets, just as it does
under the old Agreement. CAM is authorized to make the decisions to buy and sell
securities, options and futures contracts and other assets for the Funds, to
place the Funds' portfolio transactions with broker-dealers, and to negotiate
the terms of such transactions, including brokerage commissions, on behalf of
the Funds. CAM is authorized to exercise discretion within the Funds' policy
concerning allocation of portfolio brokerage, as permitted by law, including but
not limited to Section 28(e) of the Securities Exchange Act of 1934, and in so
doing shall not be required to make any reduction in its investment advisory
fees. The proposed Agreement also provides that CAM shall furnish to the Trust
at CAM's own expense, office space and all necessary office facilities,
equipment and personnel required to provide its services; and all expenses of
placement of securities orders and related bookkeeping. These provisions are
essentially unchanged from the current Agreement.
Like the current Agreement, under the proposed Agreement, each Fund is
obligated to pay all of its expenses other than those paid by CAM as set forth
above, including taxes and charges for auditing and legal services, custodian
and transfer agent fees, expenses of shareholder and trustees meetings,
registration, filing and other fees in connection
16
<PAGE> 25
with requirements of regulatory authorities, and the printing and mailing of
reports to shareholders.
The proposed Agreement, like the current Agreement, provides that no
provision of the Agreement shall be deemed to protect CAM or any trustee or
officer of the Trust 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 the Agreement.
If approved by shareholders, the proposed Agreement will be signed and
become effective on August 1, 2000. It will continue in effect through August 1,
2001, and thereafter from year to year so long as its continuance as to each
Fund is approved at least annually (i) by the board of trustees or by the
holders of a "majority [of that Fund's] outstanding voting securities" as
defined in the Investment Company Act of 1940; and (ii) by a majority of the
members of the Trust's board of trustees who are not otherwise affiliated with
the Trust or CAM, cast in person at a meeting called for that purpose. Any
amendment to the proposed Agreement must be approved in the same manner. The
proposed Agreement may be terminated as to a Fund without penalty by the vote of
the board of trustees of the Trust or the shareholders of that Fund (by a
majority as defined in the Investment Company Act) on sixty days' written notice
to CAM or by CAM on sixty days' written notice to the Fund, and will terminate
automatically in the event of its assignment.
The fees payable by a Fund under the proposed Agreement are the obligation
only of that Fund and impose no liability on the other Funds.
DETAILS ABOUT THE CURRENT AGREEMENT
CAM currently serves as investment adviser to the Funds under a Management
Agreement dated July 5, 1988. The Management Agreement was approved by each
Fund's initial shareholder before each began offering its shares to the public.
The current Agreement was continued by the board of trustees at a meeting held
June 14, 2000.
VOTING
The shareholders of all classes of each Fund will vote together on
approval of the proposed Management Agreement. Approval of the
17
<PAGE> 26
proposed Management Agreement for a Fund requires the approval of the lesser of
(a) 67 percent or more of the voting shares of that Fund present at the meeting,
if the holders of more than 50 percent of the outstanding shares of that Fund
are present or represented by proxy, or (b) more than 50 percent of the
outstanding shares of that Fund.
If the proposed Agreement is not approved as to a Fund, that Fund will
continue to operate under the current Agreement. However, the board of trustees
would consider whether any other action should be taken, which might include
submission of another proposed Agreement for approval by shareholders.
BOARD RECOMMENDATION
THE BOARD OF TRUSTEES OF THE TRUST, INCLUDING ALL OF THE TRUSTEES WHO ARE
NOT AFFILIATED WITH CAM, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE FUNDS
VOTE FOR THE APPROVAL OF THE PROPOSED MANAGEMENT AGREEMENT BETWEEN THE TRUST AND
CAM.
PROPOSAL 3
RATIFICATION OF SELECTION OF AUDITORS
The board of trustees recommends that shareholders ratify the board of
trustees' selection of Ernst & Young LLP as independent public accountants for
the Trust for the fiscal year ending March 31, 2001. Ernst & Young LLP has
served as the Trust's auditors since 1985.
For the year ended March 31, 2000, Ernst & Young LLP examined the
financial statements of the Trust and provided consultation on financial
accounting, reporting and tax matters. Representatives of Ernst & Young LLP will
be present at the meeting and will have an opportunity to make a statement if
they desire to do so. They also will be available to respond to appropriate
questions presented at the meeting.
The shareholders of all classes of each Fund will vote together on
ratification of the selection of auditors. Approval of the selection of auditors
for a Fund requires the affirmative vote of a majority of the shares of the Fund
represented at the meeting in person or by proxy, if a quorum is present.
18
<PAGE> 27
BOARD RECOMMENDATION
THE BOARD OF TRUSTEES OF THE TRUST, INCLUDING ALL OF THE TRUSTEES WHO ARE
NOT AFFILIATED WITH THE TRUST, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE
FUNDS VOTE FOR RATIFICATION OF THE SELECTION OF AUDITORS.
MORE INFORMATION ABOUT THE TRUST
ORGANIZATION AND MANAGEMENT OF THE TRUST
THE TRUST. The Trust is a Massachusetts business trust organized on
December 21, 1987. Prior to June 23, 1997 the name of the Trust was CFS
Investment Trust. The Trust is an open-end management investment company,
currently with six series: Convertible Fund, Growth and Income Fund, Market
Neutral Fund, Growth Fund, Global Growth and Income Fund and High Yield Fund.
The Trust is governed by a board of trustees, which is responsible for
protecting the interests of the shareholders of the Funds. The trustees are
experienced executives and professionals who meet at regular intervals to
oversee the activities of the Trust and the Funds. A majority of the trustees
are not otherwise affiliated with the Trust or CAM.
19
<PAGE> 28
OFFICERS OF THE TRUST. Each officer of the Trust serves until his or her
successor is chosen and qualified or until his or her resignation or removal by
the board of trustees. The officers do not receive any compensation from the
Trust. The business address of all officers of the Trust is 1111 East
Warrenville Road, Naperville, Illinois 60563-1493. Set forth below is
information about the officers of the Trust.
<TABLE>
<CAPTION>
NAME, POSITION(S) WITH TRUST PRINCIPAL OCCUPATION(S)
AND AGE AT MARCH 31, 2000 DURING PAST FIVE YEARS
<S> <C>
John P. Calamos President, CALAMOS ASSET
Trustee and President, 59 MANAGEMENT, INC. ("CAM"), an
investment adviser and the
Funds' investment adviser;
President, CALAMOS FINANCIAL
SERVICES, INC. ("CFS"), a
broker-dealer and the Funds'
distributor.
Nick P. Calamos* Managing Director and Senior
Trustee and Vice President, 38 Vice President, CAM and CFS.
Rhowena Blank Vice President -- Operations,
Treasurer, 31 CAM, since 1999; Director of
Operations, Christian Brothers
Investment Services,
1998-1999; Audit Manager,
Ernst & Young, LP, prior
thereto.
James S. Hamman, Jr. Senior Vice President and
Secretary, 30 General Counsel, CAM, since
1998; Vice President and
Associate Counsel, Scudder
Kemper Investments, Inc.
(investment manager),
1996-1998; attorney, Vedder,
Price, Kaufman & Kammholz,
prior thereto.
</TABLE>
* Nick Calamos is a nephew of John Calamos.
DISTRIBUTION OF SHARES OF THE FUNDS
Shares of the Funds are distributed by CALAMOS FINANCIAL SERVICES, INC.
("CFS"), 1111 East Warrenville Road, Naperville, Illinois 60563-1493. The Trust
has adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the
Investment Company Act of 1940 whereby each Fund pays to CFS fees accrued daily
and paid
20
<PAGE> 29
monthly at annual rates aggregating .25% in the case of Class A shares, or 1.00%
in the case of Class C shares, of the average daily net assets of the class. In
return, CFS bears all expenses incurred in providing services to shareholders
and potential investors, and in the distribution and promotion of each Fund's
shares, including the printing of prospectuses and reports used for sales
purposes, advertisements, expenses of preparation and printing of sales
literature, and other distribution related expenses. Amounts paid by a Fund
pursuant to the Plan are not intended to finance distribution of the shares of
the other Funds.
MORE INFORMATION ABOUT THE MEETING
DATE OF MAILING. This proxy statement and enclosed proxy are first being
mailed to shareholders on or about June 20, 2000.
SHAREHOLDERS. At the record date, the Funds had the following numbers of
shares outstanding:
Convertible Fund, 9,196,303 shares;
Growth and Income Fund, 2,108,724 shares;
Market Neutral Fund, 2,218,875 shares;
Growth Fund, 1,314,762 shares;
Global Growth and Income Fund, 1,589,366 shares; and
High Yield Fund, 76,938 shares.
The only persons known to own beneficially (as determined in accordance
with rule 13d-3 under the 1934 Act) 5% or more of the outstanding shares of any
Fund at May 31, 2000 were:
Convertible Fund
<TABLE>
<CAPTION>
PERCENT OF
NAME AND ADDRESS NUMBER OF SHARES OUTSTANDING SHARES
<S> <C> <C>
Merrill Lynch & Co. Inc. 2,999,146 32.62%
Global Headquarters
World Financial Center
North Tower
250 Verey Street
New York, NY 10281
LaCross and Company 1,489,257 16.20%
311 Main Street
P.O. Box 489
La Crosse, WI 54602-0489
</TABLE>
21
<PAGE> 30
Growth and Income Fund
<TABLE>
<CAPTION>
PERCENT OF
NAME AND ADDRESS NUMBER OF SHARES OUTSTANDING SHARES
<S> <C> <C>
Merrill Lynch & Co. Inc. 324,432 15.39%
Global Headquarters
World Financial Center
North Tower
250 Verey Street
New York, NY 10281
Charles Schwab & Co. 214,890 10.19%
Reinvest Account
101 Montgomery St.
San Francisco, CA 94104-4122
Wexford Clearing Services 265,367 12.58%
FBO John P. Calamos and
Nick P. Calamos
Trst Calamos Financial Services
1111 E. Warrenville Road
Naperville, IL 60563-1405
</TABLE>
Market Neutral Fund
<TABLE>
<CAPTION>
PERCENT OF
NAME AND ADDRESS NUMBER OF SHARES OUTSTANDING SHARES
<S> <C> <C>
Charles Schwab & Co. 679,718 30.64%
Reinvest Account
101 Montgomery St.
San Francisco, CA 94104-4122
National Investor Services 126,039 5.68%
FBO 509-80260-15
55 Water Street, 32nd Fl.
New York, NY 10041
</TABLE>
22
<PAGE> 31
Growth Fund
<TABLE>
<CAPTION>
PERCENT OF
NAME AND ADDRESS NUMBER OF SHARES OUTSTANDING SHARES
<S> <C> <C>
Merrill Lynch & Co. Inc. 232,574 17.70%
Global Headquarters
World Financial Center
North Tower
250 Verey Street
New York, NY 10281
Wexford Clearing Services** 348,605 26.51%
FBO John P Calamos
1111 E. Warrenville Road
Naperville, IL 60563-1405
**(Includes 2 accounts that comprise more than 5% individually listed
below:)
Wexford Clearing Services 131,347 9.99%
FBO John P Calamos
1111 E. Warrenville Road
Naperville, IL 60563-1405
Wexford Clearing Services 77,144 5.87%
FBO John P Calamos and
Nick P. Calamos
Trst Calamos Financial Services
1111 E. Warrenville Road
Naperville, IL 60563-1405
</TABLE>
Global Growth and Income Fund
<TABLE>
<CAPTION>
PERCENT OF
NAME AND ADDRESS NUMBER OF SHARES OUTSTANDING SHARES
<S> <C> <C>
Wexford Clearing Services 159,002 10.00%
FBO John P Calamos
1111 E. Warrenville Road
Naperville, IL 60563-1405
</TABLE>
23
<PAGE> 32
High Yield Fund
<TABLE>
<CAPTION>
PERCENT OF
NAME AND ADDRESS NUMBER OF SHARES OUTSTANDING SHARES
<S> <C> <C>
Wexford Clearing Services 31,108 40.43%
FBO Prudential Securities
Mr. John Olwin
Self SEP DTD 10/13/98
7337 E. Montebello Ave.
Scottsdale, AZ 85250-6023
Prudential Securities C/F 18,750 24.37%
Paul Naffah MD
IRA Rollover DTD 02/23/90
65161 Country Line Road
Hinsdale, IL 60521-4868
Wexford Clearing Services Corp 10,899 14.17%
FBO Prudential Securities
Clark M. Colvard
IRA Rollover DTD 12/17/97
102 Gross Crescent Cir. Ste 300
Ft. Oglethorpe, GA 30742-3670
Calamos Asset Management 10,568 13.73%
1111 E. Warrenville Road
Naperville, IL 60563-1405
</TABLE>
At May 31, 2000 each trustee individually and the trustees and officers as
a group owned beneficially shares of the Funds as follows:
<TABLE>
<CAPTION>
GROWTH AND MARKET
CONVERTIBLE INCOME NEUTRAL
--------------------- --------------------- ---------------------
NUMBER PERCENTAGE NUMBER PERCENTAGE NUMBER PERCENTAGE
OF OF OF OF OF OF
SHARES* OUTSTANDING SHARES* OUTSTANDING SHARES* OUTSTANDING
<S> <C> <C> <C> <C> <C> <C>
John P. Calamos** 163,781 1.78% 265,367 12.58% 3,844 0.17%
Nick P. Calamos** 129,518 1.41 181,502 8.61 3,844 0.17
Richard J. Dowen 0 0.00 1,579 0.07 0 0.00
Robert Frost 2,589 0.03 0 0.00 0 0.00
William A. Kaun 1,461 0.02 0 0.00 746 0.03
Trustees and officers
as a group (7
persons) 167,831 1.82 267,002 12.66 4,590 0.21
</TABLE>
24
<PAGE> 33
<TABLE>
<CAPTION>
GLOBAL GROWTH
GROWTH AND INCOME HIGH YIELD
--------------------- --------------------- ---------------------
NUMBER PERCENTAGE NUMBER PERCENTAGE NUMBER PERCENTAGE
OF OF OF OF OF OF
SHARES* OUTSTANDING SHARES* OUTSTANDING SHARES* OUTSTANDING
<S> <C> <C> <C> <C> <C> <C>
John P. Calamos** 348,773 26.53% 159,002 10.00% 10,568 13.73%
Nick P. Calamos** 163,280 12.42 50,936 3.20 0 0.00
Richard J. Dowen 0 0.00 0 0.00 0 0.00
Robert Frost 0 0.00 0 0.00 0 0.00
William A. Kaun 0 0.00 1,635 0.10 0 0.00
Trustees and officers
as a group (7
persons) 348,828 26.53 160,751 10.11 10,568 13.73
</TABLE>
* Unless otherwise indicated, the persons named in the table above have sole
voting and investment power over all shares beneficially owned by them,
subject to applicable community property laws.
** John P. Calamos and Nick P. Calamos are trustees of the Calamos Financial
Services, Inc. 401(k) Profit Sharing Plan and Trust and Calamos Financial
Services, Inc. 401(k) Employee Profit Sharing Plan and Trust. The shares
owned beneficially by Messrs. John Calamos and Nick Calamos include an
aggregate of 129,518 shares of Convertible Fund, 181,502 shares of Growth and
Income Fund, 3,844 shares of Market Neutral Fund, 163,280 shares of Growth
Fund, and 50,936 shares of Global Growth and Income Fund owned by the Calamos
Financial Services, Inc. 401(k) Profit Sharing Plan and Trust and the Calamos
Financial Services, Inc. 401(k) Employee Profit Sharing Plan and Trust.
HOW PROXIES WILL BE VOTED. All proxies solicited by the board of trustees
that are properly executed and received prior to the meeting, and which are not
revoked, will be voted at the meeting. Shares represented by those proxies will
be voted in accordance with the instructions marked on the proxy. If no
instructions are specified, shares will be voted FOR all three proposals.
HOW TO VOTE. Solicitation of proxies by personal interview, mail,
telephone and electronic mail may be made by officers and trustees of the Trust
and employees of CAM, none of whom will receive any additional compensation for
such service, and third-party solicitation agents. All costs incurred in
connection with the meeting (including the cost of solicitation of proxies) will
be paid by CAM. The Trust has engaged PFPC, Inc., the Funds' transfer agent, to
assist in the solicitation of proxies. It is anticipated that the cost of the
proxy solicitation services provided by PFPC will be approximately $45,000.
You may vote your shares by mail (by signing and returning the enclosed
proxy card(s), by telephone, or over the Internet. The trustees have been
advised by counsel that Massachusetts law and the Trust's Agreement and
Declaration of Trust permit voting by shareholders in accordance with these
procedures.
25
<PAGE> 34
Internet and Telephone Voting. You may give your voting instructions via
the Internet or by touchtone telephone by following the instructions provided
with your proxy card(s).
Voting by Mail. If you wish to participate in the meeting, but do not wish
to give a proxy by telephone or via the Internet, you can complete, sign and
mail the proxy card(s) received with the proxy statement or attend the meeting
in person. You can revoke any proxy, whether given in writing, by telephone or
electronically, in accordance with the procedures outlined below under "Revoking
a Proxy."
Additional Solicitations. As the meeting date approaches, you may receive
a call from a representative of CAM or PFPC if the Trust has not yet received
your vote. CAM or PFPC may ask you for authority, by telephone or by
electronically transmitted instructions to permit CAM or PFPC to sign a proxy on
your behalf. CAM and PFPC will record all instructions each receives from
shareholders by telephone or electronically, and the proxies each signs in
accordance with those instructions, in accordance with the following procedures.
When receiving your instructions, the CAM or PFPC representative will ask you
for your full name, address, social security or employer identification number,
title (if the person giving the proxy is authorized to act for an entity, such
as a corporation), the number of shares of a Fund owned and to confirm that you
have received the proxy statement in the mail. If the information you provide
matches the information provided to CAM or PFPC by the Trust, then the
representative will explain the process. CAM or PFPC will record your
instructions and transmit them to the official tabulator. The trustees believe
those procedures are reasonably designed to determine accurately the
shareholder's identity and voting instructions.
REVOKING A PROXY. At any time before it has been voted, you may revoke
your proxy by: (1) sending a letter saying that you are revoking your proxy to
the Secretary of CALAMOS INVESTMENT TRUST at the Trust's offices located at 1111
East Warrenville Road, Naperville, Illinois 60563-1493; (2) properly executing a
later-dated proxy; or (3) attending the meeting, requesting return of any
previously delivered proxy and voting in person.
QUORUM, VOTING AT THE MEETING AND ADJOURNMENT. A majority of the shares of
each Fund entitled to vote present in person or represented by proxy constitutes
a quorum for the transaction of business by that Fund at the meeting. For
purposes of determining the presence or absence of a quorum and for determining
whether sufficient
26
<PAGE> 35
votes have been received for approval of any matter to be acted upon at the
meeting, abstentions and broker non-votes will be treated as shares that are
present at the meeting but have not been voted.
If a quorum is not present in person or by proxy at the meeting, or if a
quorum is present at the meeting but not enough votes to approve a proposal are
received, the persons named as proxies may propose one or more adjournments of
the meeting to permit further solicitation of proxies. Any proposal for
adjournment for a Fund will require the vote of a majority of the shares of that
Fund represented at the meeting in person or by proxy. A vote may be taken on
one of the proposals in this proxy statement before adjournment if a quorum is
present and sufficient votes have been received for approval.
OTHER MATTERS
The board of trustees of the Trust knows of no other matters that are
intended to be brought before the meeting. If other matters are presented for
action, the proxies named in the enclosed form of proxy will vote on those
matters in their sole discretion.
27
<PAGE> 36
SHAREHOLDER PROPOSALS
The Trust is not required, and does not intend, to hold annual meetings of
shareholders. Therefore, no date can be given by which a proposal by a
shareholder for consideration at such a meeting must be submitted. Any such
proposal should be submitted in writing to the Secretary of the Trust at its
principal offices at 1111 East Warrenville Road, Naperville, Illinois
60563-1493. Upon submitting a proposal, the shareholder shall provide the Trust
with a written notice which includes the shareholder's name and address, the
number of shares of each Fund that such shareholder holds of record or
beneficially, the dates upon which such shares were acquired, and documentary
support for a claim of beneficial ownership.
By order of the Board of Trustees,
James S. Hamman, Jr.
Secretary
June 19, 2000
28
<PAGE> 37
EXHIBIT A
MANAGEMENT AGREEMENT
AGREEMENT made as of the day of 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 Global 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
A-1
<PAGE> 38
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:
(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.
A-2
<PAGE> 39
(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 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
A-3
<PAGE> 40
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;
A-4
<PAGE> 41
(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;
(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
A-5
<PAGE> 42
(as defined in subparagraph (c) below) of such Fund for such calendar
month:
ADVISORY FEE SCHEDULE
CONVERTIBLE FUND, GROWTH AND INCOME FUND AND MARKET NEUTRAL FUND
<TABLE>
<CAPTION>
MONTHLY AVERAGE NET ASSETS MONTHLY FEE RATE
<S> <C>
Up to and including $500 million 1/12 of 0.75%
Above $500 million up to and including $1 billion 1/12 of 0.70%
Above $1 billion 1/12 of 0.65%
</TABLE>
GROWTH FUND
<TABLE>
<CAPTION>
MONTHLY AVERAGE NET ASSETS MONTHLY FEE RATE
<S> <C>
Up to and including $500 million 1/12 of 1.00%
Above $500 million up to and including $1 billion 1/12 of 0.90%
Above $1 billion 1/12 of 0.80%
</TABLE>
GLOBAL GROWTH AND INCOME FUND
<TABLE>
<CAPTION>
MONTHLY FEE RATE
<S> <C>
1/12 of 1.00%
</TABLE>
HIGH YIELD FUND
<TABLE>
<CAPTION>
MONTHLY FEE RATE
<S> <C>
1/12 of 0.75%
</TABLE>
CALAMOS GLOBAL CONVERTIBLE TECHNOLOGY FUND
<TABLE>
<CAPTION>
MONTHLY FEE RATE
<S> <C>
1/12 of 1.00%
</TABLE>
(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
A-6
<PAGE> 43
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 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
A-7
<PAGE> 44
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 1(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 July 31, 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 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
A-8
<PAGE> 45
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
authorized by the
A-9
<PAGE> 46
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
A-10
<PAGE> 47
PLEASE VOTE YOUR PROXY TODAY
PROMPT RESPONSE WILL SAVE THE EXPENSE OF ADDITIONAL SOLICITATIONS
CHOOSE THE VOTING METHOD THAT'S MOST CONVENIENT FOR YOU.
1. VOTE BY MAIL: Sign and date your proxy card(s) and return them in the
enclosed postage paid envelope. NOTE: Your proxy is not valid unless it is
signed.
2. VOTE BY TOUCH-TONE PHONE: Dial 1-888-221-0697, enter the CONTROL NUMBER
printed on the upper portion of your proxy card and follow the
instructions. Telephone voting is available 24 hours a day, 7 days a week.
THE CALL IS TOLL-FREE. If you received more than one proxy card, you can
vote each card during the call. Each card has a different control number
3. VOTE VIA THE INTERNET: Log on to www.proxyweb.com, enter your CONTROL
NUMBER and follow the instructions on the screen. If you received more than
one proxy card, you may vote them all during the same session. Each card
has a different control number.
IF YOU VOTE BY PHONE OR THE INTERNET,
PLEASE DO NOT RETURN YOUR PROXY CARD(S).
<PAGE> 48
<TABLE>
<S> <C>
CALAMOS INVESTMENT TRUST VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL-FREE 1-888-221-0697
OR LOG ON TO WWW.PROXYWEB.COM
*** CONTROL NUMBER: 999 999 999 999 99 *** \/ Please fold and detach card at perforation before mailing \/
PROXY PROXY
[Applicable Fund Name Appears Here]
PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR THE MEETING OF SHAREHOLDERS -- JULY 25, 2000
The undersigned appoints John P. Calamos, Nick P. Calamos and James S. Hamman, Jr., or any of them, each with power of
substitution, to vote all shares that the undersigned is entitled to vote at the meeting of shareholders of CALAMOS INVESTMENT
TRUST to be held on July 25, 2000 and at any adjournments thereof, as set forth on the reverse side of this card, and in their
discretion upon any other business that may properly come before the meeting.
All capitalized terms used in this proxy shall have the same meanings assigned to them in the Proxy Statement.
[Shareholder Name Registration Appears Here] ____ Check here if you plan to attend the meeting.
____ Check here for address change.
New Address: _________________________________________
______________________________________________________
Please sign exactly as your name appears. If acting as
attorney, executor, trustee, or in representative
capacity, sign name and indicate title.
Dated: ______________________, 2000
------------------------------------------------------
------------------------------------------------------
Signature(s)
Please vote, sign, date and return this proxy card
promptly using the enclosed envelope.
CALAMOS
</TABLE>
<PAGE> 49
YOUR VOTE IS IMPORTANT.
PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY PROMPTLY USING THE
ENCLOSED POSTMARKED ENVELOPE.
\/ Please fold and detach card at perforation before mailing \/
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR ALL NOMINEES AND FOR THE
OTHER PROPOSALS BELOW.
This proxy will be voted as specified or, if no choice is specified, will be
voted FOR the election of the nominees named and FOR proposals 2 and 3 specified
herein.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. Election of trustees-Nominees: (01) John P. Calamos, (02) Nick P. Calamos, FOR WITHHOLD FOR ALL
(03) Richard J. Dowen, (04) Robert Frost, and (05) William A Kaun. ALL ALL EXCEPT
[ ] [ ] [ ]
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
mark the "For All Except" box and write that nominee's name in the space
provided below.)
-------------------------------------------------
2. To approve the proposed Management Agreement between Calamos Investment FOR AGAINST ABSTAIN
Trust and Calamos Asset Management, Inc. that will increase the breakpoints [ ] [ ] [ ]
in the management fee for Convertible Fund, Growth and Income Fund, Market
Neutral Fund and Growth Fund.
3. To ratify the selection of Ernst & Young LLP as independent public [ ] [ ] [ ]
accountants.
</TABLE>
