EXHIBIT (d)(3)
MANAGEMENT AGREEMENT
THIS AGREEMENT is made as of December __, 2004, between CALAMOS
ADVISORS LLC, a Delaware limited liability company 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") and amends and restates
the agreement between Calamos Asset Management, Inc. and the Trust, dated August
1, 2000.
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 is authorized to issue shares in nine series,
Convertible Fund, Growth and Income Fund, Market Neutral Fund, Growth Fund,
Global Growth and Income Fund, High Yield Fund, Value Fund, Blue Chip Fund and
International Growth Fund (such series (the "Initial Funds") together with all
other series subsequently established by the Trust with respect to which the
Trust desires to retain the Manager to render investment advisory services
hereunder and the Manager is willing so to do, being herein collectively
referred to as the "Funds");
THEREFORE, it is agreed between the parties as follows:
1. APPOINTMENT OF MANAGER.
(A) INITIAL FUNDS. The Trust appoints the Manager to act as manager
and investment adviser to the Initial Funds for the period and on
the terms herein set forth. The Manager accepts such appointment and
agrees to render the services herein set forth, for the compensation
herein provided.
(B) ADDITIONAL FUNDS. In the event that the Trust establishes one or
more series of shares other than the Initial Funds with respect to
which it desires to retain the Manager to render management and
investment advisory services hereunder, it shall notify the Manager
in writing, indicating the advisory fee which will be payable with
respect to the additional series of shares. If the Manager is
willing to render such services, it shall notify the Trust in
writing, whereupon such series of shares shall become a Fund
hereunder.
2. DUTIES OF MANAGER.
The Manager, at its own expense, shall furnish the following
services and facilities to the Trust:
(a) INVESTMENT PROGRAM. The Manager will (i) furnish continuously an
investment program of each Fund, (ii) determine (subject to the
overall supervision and review of the Board of Trustees of the Trust
(the "Trustees")) what investments shall be purchased, held, sold or
exchanged by each Fund and what portion, if any, of the assets of
each Fund shall be held uninvested, and (iii) make changes on behalf
of the Trust in the investments of each Fund. The Manager will also
manage, supervise and conduct the other affairs and business of the
Trust and each Fund thereof and matters incidental thereto, subject
always to the control of the Trustees and to the provisions of the
Declaration of Trust and By-laws and the 1940 Act.
(b) OFFICE SPACE AND FACILITIES. The Manager shall furnish the Trust
office space in the offices of the Manager, or in such other place
or places as may be agreed upon from time to time, and all necessary
office facilities, simple business equipment, supplies, utilities,
and telephone service for managing the affairs and investments of
the Trust. These services are exclusive of the necessary services
and records of any dividend disbursing agent, transfer agent,
registrar or custodian, and accounting and bookkeeping services to
be provided by the custodian.
(c) PERSONNEL. The Manager shall provide all necessary executive and
clerical personnel for administering the affairs of the Trust and
shall compensate the Trustees and all personnel and officers of the
Trust if such persons are also employees of the Manager or its
affiliates, except as provided in Paragraph 3(f) hereof.
(d) PORTFOLIO TRANSACTIONS. The Manager shall place all orders for
the purchase and sale of portfolio securities for the account of
each Fund with brokers or dealers selected by the Manager, although
the Trust will pay the actual brokerage commissions on portfolio
transactions in accordance with Paragraph 3(c). In executing
portfolio transactions and selecting brokers or dealers, the Manager
will use its best efforts to seek on behalf of the Trust or any Fund
thereof the best overall terms available for any transaction. The
Manager shall consider all factors it deems relevant, including the
breadth of the market in the security, the price of the security,
the financial condition and execution capability of the broker or
dealer, and the reasonableness of the commission, if any (for the
specific transaction and on a continuing basis). In evaluating the
best overall terms available, and in selecting the broker or dealer
to execute a particular transaction, the Manager may also consider
the brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934) provided to
any Fund and/or other accounts over which the Manager or an
affiliate of the Manager exercises investment discretion. Consistent
with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. and subject to seeking the most favorable
price and execution available, Manager may consider sales of shares
of Trust as a factor in the selection of broker-dealers to execute
portfolio transaction for Trust. Manager (or an affiliate of
Manager) may act as broker for Trust in connection with the purchase
or sale of securities by or to Trust if and to the extent permitted
by procedures adopted from time to time by the board of trustees of
Trust. Such brokerage services are not within the scope of the
duties of Manager under this agreement, and, within the limits
permitted by law and the board of trustees of
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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;
(g) all expenses of shareholders' and Trustees' meetings, including
meetings of committees and of preparing, printing and mailing proxy
statements, quarterly reports, semi-annual reports, annual reports
and other communications to shareholders;
(h) all expenses of preparing and setting in type prospectuses, and
expenses of printing and mailing the same to shareholders (but not
expenses of printing and mailing of prospectuses and literature used
for promotional purposes);
(i) compensation and travel expenses of Trustees who are not
"interested persons" within the meaning of the 1940 Act;
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(j) the expense of furnishing, or causing to be furnished, to each
shareholder a statement of his account, including the expense of
mailing;
(k) charges and expenses of legal counsel in connection with matters
relating to the Trust, including, without limitation, legal services
rendered in connection with the Trust's corporate and financial
structure and relations with its shareholders, issuance of Trust
shares and registration and qualification of securities under
Federal, state and other laws.
(l) 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 in Schedule A
attached hereto and, except in the case of a performance fee, based
upon the Monthly Average Net Assets (as defined in subparagraph (c)
below) of such Fund for such calendar month.
(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, except in
the case of a performance fee, the fee shall be computed upon the
average net assets of such Fund for the business days during which
it is so in effect.
(c) The "Monthly Average Net Assets" of any Fund of the Trust for
any calendar month shall be equal to the quotient produced by
dividing (i) the sum of the net assets of such Fund, determined in
accordance with procedures established from time to time by or under
the direction of the Trustees in accordance with the Declaration of
Trust of the Trust, as of the close of business on each day during
such month that such Fund was open for business, by (ii) the number
of such days.
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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.
9. DURATION AND TERMINATION OF THIS AGREEMENT.
(a) DURATION. Unless terminated as herein provided, this Agreement
shall remain in full force and effect until August 1, 2005 with
respect to each Initial
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Fund 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 ▇▇▇▇ ▇▇▇) 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 ▇▇▇▇ ▇▇▇) 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 ▇▇▇▇ ▇▇▇) of any Fund
shall be effective to continue this Agreement with respect to any
such Fund notwithstanding (i) that this Agreement has not been
approved by the holders of a majority of the outstanding shares of
any other Fund affected thereby, and (ii) that this Agreement has
not been approved by the vote of a majority of the outstanding
shares of the Trust, unless such approval shall be required by any
other applicable law or otherwise.
(b) TERMINATION. This Agreement may be terminated at any time,
without payment of any penalty, by vote of the Trustees or by vote
of a majority of the outstanding shares (as defined in the 1940
Act), or by the Manager on sixty (60) days' written notice to the
other party.
(c) AUTOMATIC TERMINATION. This Agreement shall automatically and
immediately terminate in the event of its assignment.
10. NAME OF TRUST.
It is understood that the name "Calamos", and any logo associated
with that name, is the valuable property of Calamos Asset Management, Inc., and
that the Trust has the right to include "Calamos" as a part of its name or the
name of any Fund only so long as this Agreement shall continue. Upon termination
of this Agreement the Trust shall forthwith cease to use the "Calamos" name and
logo and shall take such action as is necessary to change the name of any Fund
and to amend its Declaration of Trust to change the Trust's name.
11. PRIOR AGREEMENT SUPERSEDED.
This Agreement supersedes any prior agreement relating to the
subject matter hereof between the parties.
12. SERVICES NOT EXCLUSIVE.
The services of the Manager to the Trust hereunder are not to be
deemed exclusive and the Manager shall be free to render similar services to
others so long as its services hereunder are not impaired thereby.
13. LIMITATION OF LIABILITY.
It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust, personally, but shall bind only the assets and
property of the Trust as provided in the
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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 ADVISORS LLC
By: _______________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
President
Attest:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., Secretary
CALAMOS INVESTMENT TRUST
By: _______________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
President
Attest:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., Secretary
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ADVISORY FEE SCHEDULE
CONVERTIBLE FUND, GROWTH AND INCOME FUND AND MARKET NEUTRAL FUND
Monthly Average Net Assets Monthly Fee Rate
-------------------------- ----------------
Up to and including $500 million 1/12 of 0.75%
Above $500 million up to and including $1 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 up to and including $6 billion 1/12 of 0.80%
Above $6 billion up to and including $11 billion 1/12 of 0.78%
Above $11 billion up to and including $16 billion 1/12 of 0.76%
Above $16 billion up to and including $21 billion 1/12 of 0.74%
Above $21 billion up to and including $26 billion 1/12 of 0.72%
Above $26 billion 1/12 of 0.70%
VALUE FUND, BLUE CHIP FUND AND GLOBAL GROWTH AND INCOME FUND
Monthly Fee Rate
1/12 of 1.00%
HIGH YIELD FUND
Monthly Fee Rate
1/12 of 0.75%
INTERNATIONAL GROWTH FUND
The advisory fee shall equal the base fee adjusted by the
performance adjustment fee, if any:
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BASE FEE:
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 0.95%
Above $1 billion up to and including $6 billion 1/12 of 0.90%
Above $6 billion up to and including $11 billion 1/12 of 0.88%
Above $11 billion up to and including $16 billion 1/12 of 0.86%
Above $16 billion up to and including $21 billion 1/12 of 0.84%
Above $21 billion up to and including $26 billion 1/12 of 0.82%
Above $26 billion 1/12 of 0.80%
PERFORMANCE ADJUSTMENT FEE:
The base fee shall be either increased or decreased by a performance
fee adjustment at the rate of 1/12th of 0.03% of the Fund's average net assets
over the preceding rolling Performance Period for each 1% increment amount by
which the Fund outperforms or underperforms its benchmark, MSCI EAFA Growth
Index ("Index") over such period and rounded to the nearest 0.01%, subject to a
maximum increase or decrease of 0.30% of average net assets calculated over such
period.
The Performance Period is the performance period which will commence
with the first day of the first full calendar month following Fund's
commencement of operations. During the first eleven months of the performance
period for Fund, there will be no performance adjustment. Starting with the
twelfth month of the period, the performance adjustment will take effect.
Following the twelfth month a new month will be added to the performance period
until the performance period equals 36 months. Thereafter, the performance
period will consist of the current month plus the previous 35 months.
The investment performance of the Fund will be the sum of:
(1) the change in the Fund's net asset value ("NAV") per share
during the Performance Period; plus
(2) the value of the Fund's cash distributions per share accumulated
to the end of the Performance Period; plus
(3) the value of capital gains taxes per share paid or payable on
undistributed realized long-term capital gains accumulated to the
end of the Performance Period;
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expressed as a percentage of the Fund's NAV per share at the beginning of the
Performance Period. For this purpose, the value of distributions per share of
realized capital gains, of dividends per share paid from investment income and
of capital gains taxes per share paid or payable on undistributed realized
long-term capital gains shall be treated as reinvested in shares of the Fund at
the NAV in effect at the close of business on the record date for the payment of
such distributions and dividends and the date on which provision is made for
such taxes, after giving effect to such distributions, dividends and taxes.
The investment record of the Index will be the sum of:
(1) the change in the level of the Index during the Performance
Period; plus
(2) the value, computed consistently with the Index, of cash
distributions made by companies whose securities comprise the Index
accumulated to the end of the Performance Period; expressed as a
percentage of the Index level at the beginning of the Performance
Period. For this purpose, cash distributions on the securities which
comprise the Index shall be treated as reinvested in the index at
least as frequently as the end of each calendar quarter following
the payment of the dividend.
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