<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:
[x] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2).
[ ] 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:
--------------------------------------------------------------------------------
(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):
--------------------------------------------------------------------------------
(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
PRELIMINARY
CALAMOS (R) INVESTMENT TRUST
1111 EAST WARRENVILLE ROAD
NAPERVILLE, ILLINOIS 60563-1493
1-800-
------------
June , 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 change the structure of the
fees paid to Calamos Asset Management 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 PFPC at 1-800- .
---------
Your vote is important. Please complete, sign and date the enclosed
proxy card 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.
Sincerely,
John P. Calamos
Trustee and President
<PAGE> 3
CALAMOS(R) INVESTMENT TRUST
ANSWERS TO SOME IMPORTANT QUESTIONS
- WHAT CHANGES ARE YOU PROPOSING TO MAKE TO THE MANAGEMENT FEES PAID BY
EACH FUND?
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. 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 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>
- WHAT IS THE REASON FOR CHANGING THE FEE STRUCTURE?
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 feel our services will continue to be competitively priced and
that the significant benefits to shareholders outweigh the expense.
<PAGE> 4
- HOW WOULD THE PROPOSED FEES AFFECT THE PERFORMANCE OF CONVERTIBLE FUND?
The charts below shows the growth of $10,000, had you invested in Class
A Shares of Convertible Fund at its inception, as compared to what the growth of
$10,000 would had been if the proposed fees for the Fund had been in place
during the life of the Fund.
Growth of a $10,000 Investment Over Time Based on a hypothetical investment made
in the CALAMOS Convertible Fund Class A Shares from 6/21/85 through 3/31/00.
Returns are adjusted for load. Past performance is not an indication of future
results.
<TABLE>
<CAPTION>
CALAMOS CONVERTIBLE FUND
Convertible Fund Adjusted For Proposed Management Fee Change Convertible Fund Current Management
------------------------------------------------------------ ------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
6/21/85 Beginning 9525 6/21/85 Beginning 9525
Sep-85 -1.80% 9,354 Sep-85 -1.80% 9,354
Dec-85 1985 9.24% 10,218 Dec-85 1985 9.24% 10,218
Mar-86 13.69% 11,617 Mar-86 13.69% 11,617
Jun-86 3.55% 12,029 Jun-86 3.55% 12,029
Sep-86 -3.92% 11,557 Sep-86 -3.92% 11,557
Dec-86 1986 2.67% 11,866 Dec-86 1986 2.67% 11,866
Mar-87 10.07% 13,061 Mar-87 10.07% 13,061
Jun-87 -0.12% 13,045 Jun-87 -0.12% 13,045
Sep-87 2.88% 13,421 Sep-87 2.88% 13,421
Dec-87 1987 -15.54% 11,335 Dec-87 1987 -15.54% 11,335
Mar-88 6.28% 12,047 Mar-88 6.28% 12,047
Jun-88 4.19% 12,552 Jun-88 4.19% 12,552
Sep-88 -3.70% 12,088 Sep-88 -3.70% 12,088
Dec-88 1988 -0.38% 12,042 Dec-88 1988 -0.38% 12,042
Mar-89 4.28% 12,557 Mar-89 4.28% 12,557
Jun-89 4.90% 13,172 Jun-89 4.90% 13,172
Sep-89 7.65% 14,180 Sep-89 7.65% 14,180
Dec-89 1989 -1.67% 13,943 Dec-89 1989 -1.67% 13,943
Mar-90 -2.46% 13,600 Mar-90 -2.46% 13,600
Jun-90 3.52% 14,079 Jun-90 3.52% 14,079
Sep-90 -10.10% 12,657 Sep-90 -10.10% 12,657
Dec-90 1990 6.24% 13,447 Dec-90 1990 6.24% 13,447
Mar-91 15.67% 15,554 Mar-91 15.67% 15,554
Jun-91 -0.12% 15,535 Jun-91 -0.12% 15,535
Sep-91 6.99% 16,621 Sep-91 6.99% 16,621
Dec-91 1991 10.63% 18,388 Dec-91 1991 10.63% 18,388
Mar-92 0.38% 18,458 Mar-92 0.38% 18,458
Jun-92 -2.09% 18,072 Jun-92 -2.09% 18,072
Sep-92 3.84% 18,766 Sep-92 3.84% 18,766
Dec-92 1992 5.45% 19,789 Dec-92 1992 5.45% 19,789
Mar-93 5.46% 20,869 Mar-93 5.46% 20,869
Jun-93 3.26% 21,550 Jun-93 3.26% 21,550
Sep-93 5.24% 22,679 Sep-93 5.24% 22,679
Dec-93 1993 2.58% 23,264 Dec-93 1993 2.58% 23,264
Mar-94 -3.59% 22,429 Mar-94 -3.59% 22,429
Jun-94 -4.19% 21,489 Jun-94 -4.19% 21,489
Sep-94 3.98% 22,344 Sep-94 3.98% 22,344
Dec-94 1994 -3.21% 21,627 Dec-94 1994 -3.21% 21,627
Mar-95 5.68% 22,855 Mar-95 5.68% 22,855
Jun-95 9.99% 25,139 Jun-95 9.99% 25,139
Sep-95 6.57% 26,789 Sep-95 6.57% 26,789
Dec-95 1995 4.35% 27,955 Dec-95 1995 4.35% 27,955
Mar-96 5.27% 29,428 Mar-96 5.27% 29,428
Jun-96 2.25% 30,090 Jun-96 2.25% 30,090
Sep-96 0.57% 30,262 Sep-96 0.57% 30,262
Dec-96 1996 7.80% 32,622 Dec-96 1996 7.80% 32,622
Mar-97 2.08% 33,301 Mar-97 2.08% 33,301
Jun-97 10.70% 36,863 Jun-97 10.70% 36,863
Sep-97 6.45% 39,240 Sep-97 6.45% 39,240
Dec-97 1997 0.64% 39,490 Dec-97 1997 0.64% 39,490
Mar-98 10.84% 43,769 Mar-98 10.84% 43,769
Jun-98 1.21% 44,300 Jun-98 1.21% 44,300
Sep-98 -10.54% 39,633 Sep-98 -10.54% 39,633
Dec-98 1998 11.24% 44,086 Dec-98 1998 11.24% 44,086
Mar-99 -2.43% 43,015 Mar-99 -2.43% 43,015
Jun-99 5.78% 45,501 Jun-99 5.78% 45,501
Sep-99 -0.72% 45,174 Sep-99 -0.72% 45,174
Dec-99 1999 25.59% 56,733 Dec-99 1999 25.59% 56,733
Mar-00 4.67% 59,383 Mar-00 4.71% 59,406
</TABLE>
<PAGE> 5
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>
1 YEAR 5 YEARS 10 YEARS SINCE INCEPTION*
------ ------- -------- ----------------
Load- Load- Load- Load-
adjusted adjusted adjusted adjusted
<S> <C> <C> <C> <C> <C> <C>
CONVERTIBLE FUND
Class A
Actual 31.58 20.97 15.85 13.14
Proposed 31.52 20.96 15.85 13.14
Class C
Actual NA NA NA NA NA NA
Proposed NA NA NA NA NA NA
Class I
Actual NA NA NA NA NA NA
Proposed NA NA NA NA NA 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.
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.
- HOW DOES THIS PROPOSAL AFFECT GLOBAL GROWTH AND INCOME FUND AND HIGH
YIELD FUND?
There will be no change in the rates of fee paid by Global Growth and
Income Fund and High Yield Fund.
- HOW DOES THE BOARD OF TRUSTEES SUGGEST THAT I VOTE?
After careful consideration, the trustees of your funds, including all
of the independent members, recommend that you vote "FOR" all the terms on the
enclosed proxy card.
- HOW DO I VOTE?
You can vote:
- BY MAIL - You may vote by mail, by signing and dating your proxy
card, and mailing it back to us in the enclosed envelope.
- BY TELEPHONE - You may vote by telephone by calling
1-800- Details about voting by telephone are in the proxy
statement, under the heading "How to Vote."
<PAGE> 6
- BY INTERNET - You may vote by Internet by going to
[www.calamos.com] and clicking on "Vote Proxy". Follow the
instructions on the proxy card.
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 or
telephone. 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- .
----------------
<PAGE> 7
CALAMOS (R) INVESTMENT TRUST
1111 EAST WARRENVILLE ROAD
NAPERVILLE, ILLINOIS 60563-1493
1-800-
------------
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; 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 15, 2000 are
entitled to vote at the meeting (or any adjournments of the meeting). This proxy
statement and proxy card are being mailed to shareholders on or about June 20,
2000.
By Order of the Board of Trustees,
James S. Hamman, Jr.
Secretary
June , 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> 8
CALAMOS (R) INVESTMENT TRUST
1111 EAST WARRENVILLE ROAD
NAPERVILLE, ILLINOIS 60563-1493
1-800-
-----------
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
15, 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 - election of trustees,
the proposed Management Agreement and the ratification of the board's selection
of Ernst & Young LLP as the Trust's independent auditors. The shareholders of
each Fund will vote separately on the proposed Management Agreement and will
vote together on the election of trustees 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.
<PAGE> 9
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* (1) President, CAM; President, Calamos Financial Services, Inc. ("CFS"), a
Trustee (since 1988) broker-dealer and the Funds' distributor.
----
and President, 59
Nick P. Calamos* (1) Managing Director and Senior Vice President, CAM and CFS.
Trustee (since 1992) and Vice
----
President, 38
Richard J. Dowen (2) Professor of Finance, Northern Illinois University.
Trustee (since 1988), 55
----
Robert Frost (2) Managing Director, Ogilvy Adams & Rinehart (public relations
Trustee (since 1988), 60 consulting) and President, ECOM Consultants, Inc. (management consulting).
----
William A. Kaun (2) Principal, W.A. Kaun Co. (investment adviser and publisher).
Trustee (since 1988), 72
----
</TABLE>
----------------------
* 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")
(1) Messrs. John Calamos and Nick Calamos are members of the executive
committee of the board of trustees, which has authority during
intervals between meetings of the board of trustees to exercise the
powers of the board.
(2) Messrs. Dowen, Frost and Kaun are members of the audit committee of the
board of trustees, which makes recommendations regarding the selection
of the Trust's independent auditors and meets with representatives of
the independent auditors to determine the scope and review the results
of each audit.
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.
2
<PAGE> 10
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 4
meeting, the executive committee held no meetings, and the audit committee held
1 meetings. 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 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:
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION FROM:
--------------------------------------------------------------------------------------------------------------------------
GROWTH AND MARKET GLOBAL GROWTH
CONVERTIBLE INCOME FUND NEUTRAL GROWTH FUND AND INCOME FUND HIGH YIELD FUND FUND COMPLEX
NAME FUND FUND
--------------------------------------------------------------------------------------------------------------------------
<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 deferred
compensation accrues income from the date of credit in an amount equal to the
amount that would have been earned had the participating trustee invested his or
her compensation in shares of one or more of the Funds as designated by the
trustee. 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.
3
<PAGE> 11
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.
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
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 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.
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 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 management fee for Convertible Fund,
Growth and Income Fund, Market Neutral Fund and Growth Fund decreased at a lower
asset level, $150 million, than the majority of comparable funds. Moreover, CAM
found that the fee rate of .50% for Convertible Fund, Growth and Income Fund and
Market Neutral Fund, and .75% for Growth Fund (when each Fund has $150 million
in net assets) was also lower than comparable funds. Because of the factors
noted above and the Funds' consistently competitive performance, CAM concluded
that the management fee would continue to be competitively priced and that the
4
<PAGE> 12
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
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
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:
<TABLE>
<CAPTION>
Convertible Fund, Growth and Income Fund and Market Neutral Fund:
-----------------------------------------------------------------
Current Proposed
------- --------
<S> <C>
0.75% of the first $150 million 0.75% of the first $500 million
0.50% of net assets above $150 million 0.70% of net assets above $500 million to $1 billion
0.65% of net assets above $1 billion
Growth Fund:
<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 million 0.90% of net assets above $500 million to $1 billion
0.80% of net assets above $1 billion
</TABLE>
5
<PAGE> 13
<TABLE>
<CAPTION>
Global Growth and Income Fund:
------------------------------
<S> <C>
Current Proposed
------- --------
1.00% No change.
<CAPTION>
High Yield Fund:
----------------
<S> <C>
Current Proposed
------- --------
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.
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>
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.
6
<PAGE> 14
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 Operating
Management Fee 12b-1 Fee Other Expenses 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 0 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>
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.
7
<PAGE> 15
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 similar 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, 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 (%)
--------------------------------------------------------------------------
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 4.70 4.85 NA 4.46
Treasury Bills Index#
Lehman Brothers Govt / Corp. Bond 1.70 7.13 NA 8.06
Index#
GROWTH FUND
Class A 123.36 45.30 NA 27.15
Class C 122.17 NA NA 49.28
Class I 123.87 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
8
<PAGE> 16
trading statistics. Index returns assume reinvestment of dividends and,
unlike Fund returns, 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, unlike Fund returns, 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, unlike Fund returns, 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 tables compare the actual average annual total return and cumulative
total return for Class A shares of Convertible Fund (both 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 31.58 20.97 15.85 13.14
Actual
Pro forma - proposed fees 31.52 20.96 15.85 13.14
* Inception dates: 6/21/85.
</TABLE>
The graph below is another way of looking at the same information. This
graph compares the value at March 31, 2000 of $10,000 invested at Convertible
Fund's inception based on (i) the actual fee arrangements since inception, and
(ii) the proposed new fee arrangement.
Growth of a $10,000 Investment Over Time Based on a hypothetical investment made
in the CALAMOS Convertible Fund Class A Shares from 6/21/85 through 3/31/00.
Returns are adjusted for load. Past performance is not an indication of future
results.
<TABLE>
<CAPTION>
CALAMOS CONVERTIBLE FUND
CONVERTIBLE FUND ADJUSTED FOR PROPOSED MANAGEMENT FEE CHANGE CONVERTIBLE FUND CURRENT MANAGEMENT
------------------------------------------------------------ ------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
6/21/85 Beginning 9525 6/21/85 Beginning 9525
Sep-85 -1.80% 9,354 Sep-85 -1.80% 9,354
Dec-85 1985 9.24% 10,218 Dec-85 1985 9.24% 10,218
Mar-86 13.69% 11,617 Mar-86 13.69% 11,617
Jun-86 3.55% 12,029 Jun-86 3.55% 12,029
Sep-86 -3.92% 11,557 Sep-86 -3.92% 11,557
Dec-86 1986 2.67% 11,866 Dec-86 1986 2.67% 11,866
Mar-87 10.07% 13,061 Mar-87 10.07% 13,061
Jun-87 -0.12% 13,045 Jun-87 -0.12% 13,045
Sep-87 2.88% 13,421 Sep-87 2.88% 13,421
Dec-87 1987 -15.54% 11,335 Dec-87 1987 -15.54% 11,335
Mar-88 6.28% 12,047 Mar-88 6.28% 12,047
Jun-88 4.19% 12,552 Jun-88 4.19% 12,552
Sep-88 -3.70% 12,088 Sep-88 -3.70% 12,088
Dec-88 1988 -0.38% 12,042 Dec-88 1988 -0.38% 12,042
Mar-89 4.28% 12,557 Mar-89 4.28% 12,557
Jun-89 4.90% 13,172 Jun-89 4.90% 13,172
Sep-89 7.65% 14,180 Sep-89 7.65% 14,180
Dec-89 1989 -1.67% 13,943 Dec-89 1989 -1.67% 13,943
Mar-90 -2.46% 13,600 Mar-90 -2.46% 13,600
Jun-90 3.52% 14,079 Jun-90 3.52% 14,079
Sep-90 -10.10% 12,657 Sep-90 -10.10% 12,657
Dec-90 1990 6.24% 13,447 Dec-90 1990 6.24% 13,447
Mar-91 15.67% 15,554 Mar-91 15.67% 15,554
Jun-91 -0.12% 15,535 Jun-91 -0.12% 15,535
Sep-91 6.99% 16,621 Sep-91 6.99% 16,621
Dec-91 1991 10.63% 18,388 Dec-91 1991 10.63% 18,388
Mar-92 0.38% 18,458 Mar-92 0.38% 18,458
Jun-92 -2.09% 18,072 Jun-92 -2.09% 18,072
Sep-92 3.84% 18,766 Sep-92 3.84% 18,766
Dec-92 1992 5.45% 19,789 Dec-92 1992 5.45% 19,789
Mar-93 5.46% 20,869 Mar-93 5.46% 20,869
Jun-93 3.26% 21,550 Jun-93 3.26% 21,550
Sep-93 5.24% 22,679 Sep-93 5.24% 22,679
Dec-93 1993 2.58% 23,264 Dec-93 1993 2.58% 23,264
Mar-94 -3.59% 22,429 Mar-94 -3.59% 22,429
Jun-94 -4.19% 21,489 Jun-94 -4.19% 21,489
Sep-94 3.98% 22,344 Sep-94 3.98% 22,344
Dec-94 1994 -3.21% 21,627 Dec-94 1994 -3.21% 21,627
Mar-95 5.68% 22,855 Mar-95 5.68% 22,855
Jun-95 9.99% 25,139 Jun-95 9.99% 25,139
Sep-95 6.57% 26,789 Sep-95 6.57% 26,789
Dec-95 1995 4.35% 27,955 Dec-95 1995 4.35% 27,955
Mar-96 5.27% 29,428 Mar-96 5.27% 29,428
Jun-96 2.25% 30,090 Jun-96 2.25% 30,090
Sep-96 0.57% 30,262 Sep-96 0.57% 30,262
Dec-96 1996 7.80% 32,622 Dec-96 1996 7.80% 32,622
Mar-97 2.08% 33,301 Mar-97 2.08% 33,301
Jun-97 10.70% 36,863 Jun-97 10.70% 36,863
Sep-97 6.45% 39,240 Sep-97 6.45% 39,240
Dec-97 1997 0.64% 39,490 Dec-97 1997 0.64% 39,490
Mar-98 10.84% 43,769 Mar-98 10.84% 43,769
Jun-98 1.21% 44,300 Jun-98 1.21% 44,300
Sep-98 -10.54% 39,633 Sep-98 -10.54% 39,633
Dec-98 1998 11.24% 44,086 Dec-98 1998 11.24% 44,086
Mar-99 -2.43% 43,015 Mar-99 -2.43% 43,015
Jun-99 5.78% 45,501 Jun-99 5.78% 45,501
Sep-99 -0.72% 45,174 Sep-99 -0.72% 45,174
Dec-99 1999 25.59% 56,733 Dec-99 1999 25.59% 56,733
Mar-00 4.67% 59,383 Mar-00 4.71% 59,406
</TABLE>
Similar 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 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
9
<PAGE> 17
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.
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'
PFPC 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 committee and 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 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
10
<PAGE> 18
Portfolio are currently sold only to certain life insurance 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 at May 31, 2000, and the current rates of CAM's
compensation:
<TABLE>
<CAPTION>
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 32,000,000 1.00%
</TABLE>
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 executive officer and director of CAM:
<TABLE>
<CAPTION>
Name Principal Occupation
----- --------------------
<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
MaryAnn Bianchini Senior Vice President
Fred Gifford Senior Vice President
</TABLE>
Each of the persons above is an officer of the Trust, except Ms. Bianchini
and Mr. Gifford. The address of each officer 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 to Calamos Financial Services, Inc. ("CFS")
whose sole shareholder and principal officer is John P. Calamos:
<TABLE>
<CAPTION>
Fund Aggregate Brokerage Percentage of Aggregate
---- Commissions Paid to CFS Brokerage Commissions Paid
------------------------ --------------------------
<S> <C> <C>
Convertible Fund
Growth and Income Fund
Market Neutral Fund
Growth Fund
Global Growth and Income Fund
</TABLE>
11
<PAGE> 19
<TABLE>
<CAPTION>
Fund Aggregate Brokerage Percentage of Aggregate
---- Commissions Paid to CFS Brokerage Commissions Paid
----------------------- --------------------------
<S> <C> <C>
High Yield Fund
</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 agreements. 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 agreements.
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 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
12
<PAGE> 20
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 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.
13
<PAGE> 21
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.
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.
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
and Age at March 31, 2000 Principal Occupation(s) During Past Five Years
---------------------------- ----------------------------------------------
<S> <C>
John P. Calamos President, Calamos Asset Management, Inc. ("CAM"), an investment
Trustee and President, 59 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 Vice President, CAM and CFS.
Trustee and Vice President, 38
Rhowena Blank Vice President-Operations, CAM, since 1999; Director of Operations,
Treasurer, 31 Christian Brothers Investment Services, 1998 - 1999; Audit Manager,
Ernst & Young, LP, prior thereto.
</TABLE>
14
<PAGE> 22
<TABLE>
<CAPTION>
Name, Position(s) with Trust
and Age at March 31, 2000 Principal Occupation(s) During Past Five Years
---------------------------- ----------------------------------------------
<S> <C>
James S. Hamman, Jr. Senior Vice President and General Counsel, CAM, since 1998; Vice
Secretary, 30 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 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, shares;
Growth and Income Fund, shares;
Market Neutral Fund, shares;
Growth Fund, shares;
Global Growth and Income Fund, shares; and
High Yield Fund, 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
Name and Address Number of Shares Percent of Outstanding Shares
---------------- ---------------- -----------------------------
15
<PAGE> 23
GROWTH AND INCOME FUND
Name and Address Number of Shares Percent of Outstanding Shares
---------------- ---------------- -----------------------------
MARKET NEUTRAL FUND
Name and Address Number of Shares Percent of Outstanding Shares
---------------- ---------------- -----------------------------
GROWTH FUND
Name and Address Number of Shares Percent of Outstanding Shares
---------------- ---------------- -----------------------------
GLOBAL GROWTH AND INCOME FUND
Name and Address Number of Shares Percent of Outstanding Shares
---------------- ---------------- -----------------------------
HIGH YIELD FUND
Name and Address Number of Shares Percent of Outstanding Shares
---------------- ---------------- -----------------------------
At May 31, 2000 the trustees and officers of the Trust 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*
Trustee and
President
Nick P. Calamos*
Trustee and Vice
President
John P. Calamos and Nick P. Calamos,
as trustees of the Calamos
Financial Services, Inc. 401(k)
Profit Sharing Plan and Trust
Richard J. Dowen
Trustee 0 1,436 0
Robert Frost
Trustee 2,589 0 0
William A. Kaun
Trustee 1,372 746
Trustees and Officers
as a group
</TABLE>
<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*
Trustee and
President
Nick P. Calamos*
Trustee and Vice
President
John P. Calamos and Nick P. Calamos,
as trustees of the Calamos
Financial Services, Inc. 401(k)
Profit Sharing Plan and Trust
Richard J. Dowen
Trustee 0 0 0 0
Robert Frost
Trustee 0 0 0 0
William A. Kaun
Trustee 1,416
Trustees and Officers
as a group
</TABLE>
-------------------
*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 the shares 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. The shares shown as owned beneficially by Mr. John Calamos also
include the ________ shares owned by Calamos Financial Services, Inc.
16
<PAGE> 24
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 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), 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.
Electronic voting. You may give your voting instructions via the
Internet or by touchtone telephone by following the instructions set forth on
the proxy card. PFPC will record your instructions, and within 72 hours, send
you a letter or mailgram to confirm your vote. That letter will also provide you
with instructions on how to proceed if the confirmation does not reflect your
voting instructions correctly.
Voting by Telephone. You may give your voting instructions over the
telephone by calling 1-800- . A representative of PFPC will
answer your call. When receiving your instructions by telephone, the PFPC
representative is required to 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
PFPC by the Trust, then the representative will explain the process. PFPC is not
permitted to recommend to you how to vote, other than to read any recommendation
included in the proxy statement. PFPC will record your instructions and transmit
them to the official tabulator and, within 72 hours, send you a letter or
mailgram to confirm your vote. That letter will also ask you to call PFPC
immediately if the confirmation does not reflect your instructions correctly.
In addition, as the meeting date approaches, you may receive a call
from a representative of CAM if the Trust has not yet received your vote. CAM
may ask you for authority, by telephone or by electronically transmitted
instructions to permit CAM to sign a proxy on your behalf. CAM will record all
instructions it receives from shareholders by telephone or electronically, and
the proxies it signs in accordance with those instructions, in accordance with
the procedures set forth below. The trustees believe those procedures are
reasonably designed to determine accurately the shareholder's identity and
voting instructions.
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 received with the proxy statement or attend the meeting
in person. You can revoke any proxy, whether given
17
<PAGE> 25
in writing, by telephone or electronically, in accordance with the procedures
outlined below under "Revoking a Proxy."
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 Vice President and 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 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.
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 ,2000
18
<PAGE> 26
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 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.
A-1
<PAGE> 27
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.
(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
A-2
<PAGE> 28
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 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;
A-3
<PAGE> 29
(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;
(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:
A-4
<PAGE> 30
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%
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 billion 1/12 of 0.90%
Above $1 billion 1/12 of 0.80%
GLOBAL GROWTH AND INCOME FUND
Monthly Fee Rate
----------------
1/12 of 1.00%
HIGH YIELD FUND
Monthly Fee Rate
----------------
1/12 of 0.75%
CALAMOS GLOBAL CONVERTIBLE TECHNOLOGY FUND
Monthly Fee Rate
----------------
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 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
A-5
<PAGE> 31
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 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.
A-6
<PAGE> 32
9. DURATION AND TERMINATION OF THIS AGREEMENT.
(a) DURATION. This Agreement shall become effective with respect to the
Initial Funds on July 31, 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 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 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.
A-7
<PAGE> 33
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 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-8
<PAGE> 34
PROXY CALAMOS INVESTMENT TRUST PROXY
PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR THE SPECIAL MEETING OF SHAREHOLDERS - JULY 25, 2000
The undersigned appoints ________________, _______________ and ______________,
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 below, and in their discretion upon any other business that may
properly come before the meeting.
<TABLE>
<CAPTION>
<S> <C>
____ Check here if you plan to attend the meeting.
____ Check here for address change.
New Address:
--------------------------------
--------------------------------------------
--------------------------------------------
All capitalized terms used in this proxy shall have (Continued and to be signed on reverse side.)
the same meanings assigned to them in the Proxy
Statement.
</TABLE>
--------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED POSTMARKED ENVELOPE.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR ALL NOMINEES AND FOR THE
OTHER PROPOSAL BELOW.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. Election of trustees-Nominees: John FOR WITHHOLD FOR ALL
P. Calamos, Nick P. Calamos, Richard ALL ALL EXCEPT
J. Dowen, Robert Frost, and William
A. Kaun. ----- ----- ---------------------------------
(Except Nominee(s) written above)
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
2. To approve the proposed Management CONVERTIBLE FUND GROWTH FUND
---------------- -----------
Agreement between Calamos Investment
Trust and Calamos Asset Management, FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Inc. ----- ----- ----- ----- ----- -----
GROWTH AND INCOME FUND GLOBAL GROWTH AND INCOME FUND
---------------------- -----------------------------
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
----- ----- ----- ----- ----- -----
MARKET NEUTRAL FUND HIGH YIELD FUND
------------------- ---------------
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
----- ----- ----- ----- ----- -----
3. To ratify the selection of Ernst & FOR AGAINST ABSTAIN
Young LLP as independent public ----- ----- -----
accountants.
</TABLE>
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 proposal 2 and 3 specified
herein.
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.
