Exhibit 9.1
TRANSFER AGENCY AGREEMENT
AGREEMENT made as of the 20th of July, 1988, 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 Oak Brook,
Illinois (the "Transfer Agent"), and CFS INVESTMENT TRUST, a Massachusetts
business trust having its principal office and place of business in Oak Brook,
Illinois (the "Trust").
W I T N E S S E T H:
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That for and in consideration of the mutual promises hereinafter set forth,
the Trust and the Transfer Agent agree as follows:
1. Definitions. Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the following
meanings:
(a) "Authorized Person" shall be deemed to include the President, any Vice
President, the Secretary or any Assistant Secretary, the Treasurer or any
Assistant Treasurer, the persons listed in Appendix A hereto, or any other
person, whether or not any such person is an Officer or employee of the Trust,
duly authorized to give Oral Instructions and Written Instructions on behalf of
the Trust as indicated in a certification pursuant to Section 6(d) or 6(e)
hereof as may be received by the Transfer Agent from time to time;
(b) "Certificate" shall mean any notice, instruction or other instrument in
writing, authorized or required by this Agreement to be given to the Transfer
Agent, which is actually received by the Transfer Agent and signed on behalf of
the Trust by any two Officers thereof;
(c) "Commission" shall have the meaning given to it in the 1940 Act;
(d) "Custodian" refers to the custodian of all of the securities and other
moneys owned by the Trust;
(e) "Declaration of Trust" shall mean the Declaration of Trust of CFS
Investment Trust dated December 21, 1987, as the same may be amended from time
to time;
(f) "Officer" shall mean the President, Vice President, Secretary and
Treasurer.
(g) "Oral Instructions" shall mean instructions orally communicated and
actually received by the Transfer Agent from an Authorized Person or from a
person reasonably believed by the Transfer Agent to be an Authorized Person;
(h) "Prospectus" shall mean the most current effective prospectus relating
to the particular Sub-Trust's Shares under the Securities Act of 1933, as
amended;
(i) "Shares" refers to the transferable units of interest into which the
beneficial interest in the Trust or any Sub-Trust of the Trust (as the context
may require) shall be divided from time to time;
(j) "Shareholder" means a record owner of Shares;
(k) "Sub-Trust" shall mean each series of Shares established and designated
under or in accordance with the provisions of Article IV of the Declaration of
Trust, including Calamos Convertible Growth Fund Sub-Trust, Calamos Convertible
Total Return Fund Sub-Trust, and Calamos Convertible Preferred Fund Sub-Trust
and such other separate and distinct Sub-Trusts as may from time to time be
created by the Trust;
(1) "Trust" refers to CFS Investment Trust, a Massachusetts business trust
established under the Declaration of Trust;
(m) "Trustees" or "Board of Trustees" refers to the duly elected Trustees
of the Trust;
(n) "Written Instructions" shall mean a written communication actually
received by the Transfer Agent from an Authorized Person or from a person
reasonably believed by the Transfer Agent to be an Authorized Person by telex or
any other such system whereby the receiver of such communication is able to
verify through codes or otherwise with a reasonable degree of certainty the
authenticity of the sender of such communication; and
(o) The "1940 Act" refers to the Investment Company Act of 1940, as
amended, and the Rules and Regulations thereunder, all as amended from time to
time.
2. Representation of Transfer Agent. The Transfer Agent does hereby
represent and warrant to the Trust that it is duly registered as a transfer
agent as provided in Section 17A(c) of the Securities Exchange Act of 1934, as
amended.
3. Appointment of the Transfer Agent. The Trust hereby appoints and
constitutes the Transfer Agent as transfer agent for all of the Shares of the
Sub-Trusts of the Trust in existence as of the date hereof, and as shareholder
servicing agent for the Trust, and the Transfer Agent accepts such appointments
and agrees to perform the duties herein set forth. If the Board of Trustees,
pursuant to Article IV of the Declaration of Trust, hereafter designates and
establishes a new Sub-Trust, the Transfer Agent agrees that it will act as
transfer agent and shareholder servicing agent for such new Sub-Trust on the
terms set forth herein. The Trustees shall cause a written notice to be sent to
the Transfer Agent to the effect that it has established a new Sub-Trust and
that it appoints Transfer Agent as transfer agent and shareholder servicing
agent for the new Sub-Trust. Compensation of the Transfer Agent shall be
established pursuant to Section 4 hereof. The Trust shall be obligated to
provide such documents and further documents as are specified in Sections 5 and
6 hereof as the Transfer Agent may reasonably request.
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4. Compensation.
(a) The Trust will initially compensate the Transfer Agent for its services
rendered under this Agreement in accordance with the fees set forth in the fee
schedule annexed hereto and incorporated herein for the existing Sub-Trust.
(b) The parties hereto will agree upon the compensation for acting as
transfer agent for any Sub-Trust hereafter designated and established at the
time that the Transfer Agent commences serving as such for said Sub-Trust, and
such agreement shall be reflected in a fee schedule for that Sub-Trust, dated
and signed by an authorized officer of each party hereto, to be attached to this
Agreement.
(c) Any compensation agreed to hereunder may be adjusted from time to time
by attaching a revised fee schedule, dated and signed by an Officer of each
party hereto, to this Agreement.
(d) The Transfer Agent will ▇▇▇▇ the Trust for each Sub-Trust as soon as
practicable after the end of each calendar month, and said ▇▇▇▇▇▇▇▇ will be
detailed in accordance with the fee schedule for each Sub-Trust. The Trust will
promptly pay to the Transfer Agent the amount of such billing.
5. Documents. In connection with the appointment of the Transfer Agent,
the Trust shall, on or before the date this Agreement goes into effect, file
with the Transfer Agent the following documents:
(a) A copy of the Declaration of Trust as then in effect;
(b) A copy of the by laws of the Trust, as then in effect;
(c) A copy of the resolution of the Trustees authorizing this Agreement;
(d) If applicable, a specimen of the certificate for Shares of each Sub-
Trust of the Trust in the form approved by the Trustees, with a Certificate of
the Secretary of the Trust as to such approval;
(e) All account application forms and other documents relating to
Shareholder accounts or relating to any plan, program or service offered by the
Trust; and
(f) A list of Shareholders of the existing Sub-Trusts with the name,
address and tax identification number of each Shareholder, and the number of
Shares of the existing Sub-Trusts held by each, certificate numbers and
denominations (if any certificates have been issued), lists of any accounts
against which stops have been placed, together with the reasons for said stops,
and the number of Shares redeemed by the Sub-Trusts.
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6. Further Documentation. The Trust will also furnish from time to time
the following documents:
(a) Each resolution of the Trustees authorizing the original issue of
Shares or establishing a new Sub-Trust;
(b) Each registration statement filed with the Commission, and all
amendments and orders with respect thereto, in effect with respect to the sale
of Shares of the Trust;
(c) A copy of each amendment to the Declaration of Trust and the by laws of
the Trust;
(d) Copies of each vote of the Trustees designating Authorized Persons to
give instructions to the Transfer Agent;
(e) Certificates as to any change in any Officer or Trustee of the Trust;
(f) Specimens of all new certificates for Shares, accompanied by the
Trustees' resolutions approving such forms; and
(g) Such other certificates, documents or opinions as may mutually by
deemed necessary or appropriate for the Transfer Agent in the proper performance
of its duties.
7. Representations of the Trust. The Trust represents to Transfer Agent
that, as of the date hereof, it is authorized to issue an unlimited number of
Shares. All outstanding Shares are validly issued, fully paid and nonassessable
by the Trust. The Trust may hereafter issue an unlimited number of Shares of
each Sub-Trust presently existing or hereafter created. When Shares are
hereafter issued in accordance with the terms of the Prospectus, such Shares
shall be validly issued, fully paid and nonassessable by the Trust.
8. Duties of the Transfer Agent.
(a) The Transfer Agent shall be responsible for administering and/or
performing transfer agent functions, for acting as service agent in connection
with dividend and distribution functions and for performing shareholder account
administrative agent functions in connection with the issuance, transfer and
redemption or repurchase (including coordination with the Custodian) of the
Trust's Shares. The details of the operating standards and procedures to be
followed shall be determined from time to time by agreement between the Transfer
Agent and the Trust.
(b) The Transfer Agent shall create and maintain all necessary records
including those specified in Section 17 hereof, in accordance with all
applicable laws, rules and regulations, including but not limited to records
required by Section 31(a) of the 1940 Act and those records pertaining to the
various functions performed by it hereunder. All records shall be available for
inspection and use by the Trust. Where applicable, such records shall be
maintained by the Transfer Agent for the periods and in the places required by
Rule 31a-2 under the 1940 Act.
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(c) The Transfer Agent shall make available during regular business hours
all records and other data created and maintained pursuant to this agreement for
reasonable audit and inspection by the Trust or any person retained by the
Trust. Upon reasonable notice by the Trust, the Transfer Agent shall make
available during regular business hours its facilities and premises employed in
connection with its performance of this agreement for reasonable visitation by
the Trust or any person retained by the Trust.
(d) At the expense of the Trust, the Transfer Agent shall maintain an
adequate supply of blank share certificates for each Sub-Trust to meet the
Transfer Agent's requirements therefor. Such share certificates shall be
properly signed by facsimile. The Trust agrees that, notwithstanding the death,
resignation, or removal of any Officer of the Trust whose signature appears on
such certificates, the Transfer Agent may continue to countersign certificates
which bear such signatures until otherwise directed by the Trust.
(e) The Transfer Agent shall issue replacement share certificates in lieu
of certificates which have been lost, stolen or destroyed, without any further
action by the Board of Trustees or any Officer of the Trust, upon receipt by the
Transfer Agent of properly executed affidavits and lost certificate bonds, in
form satisfactory to the Transfer Agent, with the Trust and the Transfer Agent
as obligees under the bond.
(f) The Transfer Agent shall also maintain a record of each certificate
issued, the number of Shares represented thereby and the holder of record. With
respect to shares held in open account, i.e. no certificate being issued with
respect thereto, the Transfer Agent shall maintain comparable records of the
record holders thereof, including their addresses and tax identification
numbers. The Transfer Agent shall further maintain a stop transfer record on
lost and/or replaced certificates.
(g) The Transfer Agent will address and mail all communications by the
Trust to its Shareholders, including reports to Shareholders, dividend and
distribution notices and proxy material for its meetings of Shareholders.
(h) The Transfer Agent will investigate all Shareholder inquiries relating
to Shareholder accounts and will answer all correspondence from Shareholders,
securities brokers and others relating to its duties hereunder and such other
correspondence as may from time to time be mutually agreed upon between the
Transfer Agent and the Trust.
(i) The Transfer Agent shall furnish the Trust state by state registration
reports, such periodic and special reports as the Trust may reasonably request,
and such other information, including Shareholder lists and statistical
information concerning accounts, as may be agreed upon from time to time between
the Trust and the Transfer Agent.
(j) In connection with special and annual meetings of Shareholders, the
Transfer Agent will prepare Shareholder lists, mail and certify as to the
mailing of proxy materials, process and tabulate returned proxy cards, report on
proxies voted prior to meetings, act as teller at meetings and certify Shares
voted at meetings.
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9. Sale of Trust Shares.
(a) Whenever the Trust shall sell or cause to be sold any Shares of a Sub-
Trust, the Trust shall deliver or cause to be delivered to the Transfer Agent a
Certificate duly specifying: (i) the name of the Sub-Trust whose Shares were
sold; (ii) the number of Shares sold, trade date, and price; (iii) the amount of
money to be delivered to the Custodian for the sale of such Shares and
specifically allocated to such Sub-Trust; and (iv) in the case of a new account,
a new account application or sufficient information to establish an account.
(b) The Transfer Agent will, upon receipt by it of a check or other payment
identified by it as an investment in Shares of one of the Sub-Trusts and drawn
or endorsed to the Transfer Agent as agent for, or identified as being for the
account of, one of the Sub-Trusts, promptly deposit such check or other payment
to the appropriate account postings necessary to reflect the investment. The
Transfer Agent will notify the Trust, or its designee, and the Custodian of all
purchases and related account adjustments.
(c) Upon receipt of the notification required under paragraph (a) hereof
and the notification from the Custodian that such money has been received by it,
the Transfer Agent shall issue to the purchaser or his authorized agent such
Shares as he is entitled to receive, based on the appropriate net asset value of
the Sub-Trust's Shares, determined in accordance with applicable Federal law or
regulation. In issuing Shares to a purchaser or his authorized agent, the
Transfer Agent shall be entitled to rely upon the latest written directions, if
any, previously received by the Transfer Agent from the purchaser or his
authorized agent concerning the delivery of such Shares.
(d) The Transfer Agent shall not be required to issue any Shares of the
Trust where it has received a Written Instruction from the Trust or written
notification from any appropriate Federal or state authority that the sale of
the Shares of the Sub-Trust in question has been suspended or discontinued, and
the Transfer Agent shall be entitled to rely upon such Written Instructions or
written notification.
(e) Upon the issuance of any Shares of any Sub-Trust in accordance with the
foregoing provisions of this Section, the Transfer Agent shall not be
responsible for the payment of any original issue or other taxes required to be
paid by the Trust in connection with such issuance.
(f) The Transfer Agent may establish such additional rules and regulations
governing the transfer or registration of certificates for Shares as it may deem
advisable and consistent with such rules and regulations generally adopted by
bank transfer agents.
10. Returned Checks. In the event that any check or other order for the
payment of money is returned unpaid for any reason, the Transfer Agent will: (i)
give prompt notice of such return to the Trust or its designee; (ii) place a
stop transfer order against all Shares issued or held on deposit as a result of
such check or order; (iii) in the case of any Shareholder who has obtained
redemption checks, place a stop payment order on the checking account on which
such
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checks are issued; and (iv) take such other steps as the Transfer Agent may, in
its discretion, deem appropriate or as the Trust or its designee may instruct.
11. Redemptions.
(a) Means of Redemption. Shares of any Sub-Trust may be redeemed in
accordance with the procedures set forth in the Prospectus of the Trust and the
Transfer Agent will duly process all redemption requests.
12. Transfers and Exchanges. The Transfer Agent is authorized to review and
process transfers of Shares of each Sub-Trust, exchanges between Sub-Trusts on
the records of the Sub-Trusts maintained by the Transfer Agent, and exchanges
between the Trust and other funds as may be permitted by the Prospectus of the
Trust. If Shares to be transferred are represented by outstanding certificates,
the Transfer Agent will, upon surrender to it of the certificates in proper form
for transfer, and upon cancellation thereof, countersign and issue new
certificates for a like number of Shares and deliver the same. If the Shares to
be transferred are not represented by outstanding certificates, the Transfer
Agent will, upon an order therefor by or on behalf of the registered holder
thereof in proper form, credit the same to the transferee on its books. If
Shares are to be exchanged for Shares of another fund, the Transfer Agent will
process such exchange in the same manner as a redemption and sale of Shares,
except that it may in its discretion waive requirements for information and
documentation.
13. Right to Seek Assurances. The Transfer Agent reserves the right to
refuse to transfer or redeem Shares until it is satisfied that the requested
transfer or redemption is legally authorized, and it shall incur no liability
for the refusal, in good faith, to make transfer or redemptions which the
Transfer Agent, in its judgment, deems improper or unauthorized, or until it is
satisfied that there is no basis for any claims adverse to such transfer or
redemption. The Transfer Agent may, in effecting transfers, rely upon the
provisions of the Uniform Act for the Simplification of Fiduciary Security
Transfers or the Uniform Commercial Code, as the same may be amended from time
to time, which in the opinion of legal counsel for the Trust or of its own legal
counsel protect it in not requiring certain documents in connection with the
transfer or redemption of Shares of any Sub-Trust, and the Trust shall indemnify
the Transfer Agent for any act done or omitted by it in reliance upon such laws
or opinions of counsel of the Trust or of its own counsel.
14. Distributions.
(a) The Trust will promptly notify the Transfer Agent of the declaration of
any dividend or distribution. The Trust shall furnish to the Transfer Agent a
resolution of the Board of Trustees certified by the Secretary: (i) authorizing
the declaration of dividends on a specified periodic basis and authorizing the
Transfer Agent to rely on Oral Instructions or a Certificate specifying the date
of the declaration of such dividend or distribution, the date of payment
thereof, the record date as of which Shareholders entitled to payment shall be
determined and the amount payable per share to Shareholders of record as of that
date and the total amount payable to the Transfer Agent of the Trust on the
payment date; or (ii) setting forth the date of the declaration of any dividend
or distribution by a Sub-Trust, the date of payment thereof, the
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record date as of which Shareholders entitled to payment shall be determined,
and the amount payable per share to the Shareholders of record as of that date
and the total amount payable to the Transfer Agent on the payment date.
(b) The Transfer Agent will, on or before the payable date of any dividend
or distribution, notify the Custodian of the estimated amount of cash required
to pay said dividend or distribution, and the Trust agrees that, on or before
the mailing date of such dividend or distribution, it shall instruct the
Custodian to place in a dividend disbursing account funds equal to the cash
amount to be paid out. The Transfer Agent will calculate, prepare and mail
checks to, or (where appropriate) credit such dividend or distribution to the
account of, Sub-Trust Shareholders and maintain and safeguard all underlying
records.
(c) The Transfer Agent will replace lost checks upon receipt of properly
executed affidavits and maintain stop payment orders against replaced checks.
(d) The Transfer Agent will maintain all records necessary to reflect the
crediting of dividends which are reinvested in Shares of the Trust, including
without limitation any dividends declared daily.
(e) The Transfer Agent shall not be liable for any improper payments made
in accordance with the resolution of the Board of Trustees.
(f) If the Transfer Agent shall not receive from the Custodian sufficient
cash to make payment to all Shareholders of the Trust as of the record date, the
Transfer Agent shall, upon notifying the Trust, withhold payment to all
Shareholders of record as of the record date until such sufficient cash is
provided to the Transfer Agent.
15. Other Duties. In addition to the duties expressly provided for herein,
the Transfer Agent shall perform such other duties and functions and shall be
paid such amounts therefore as may from time to time be agreed in writing.
16. Taxes. The Transfer Agent shall file such appropriate information
returns concerning the payment of dividends and capital gain distributions with
the proper Federal, state and local authorities as are required by law to be
filed by the Trust and shall withhold such sums as are required to be withheld
by applicable law.
17. Books and Records.
(a) The Transfer Agent shall maintain records showing for each
Shareholder's account the following: (i) names, addresses and tax identification
numbers; (ii) numbers of Shares held; (iii) historical information regarding the
account of each Shareholder, including dividends paid and date and price of all
transactions on a Shareholder's account; (vi) any stop or restraining order
placed against a Shareholder's account; (v) information with respect to
withholdings in the case of a foreign account; (vi) any capital gain or dividend
reinvestment order, plan application, dividend address and correspondence
relating to the current maintenance of a Shareholder's account; (vii)
certificate numbers and denominations for any Shareholder's
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holding certificates; (viii) any information required in order for the Transfer
Agent to perform the calculations contemplated or required by this Agreement;
and (ix) such other information and data as may be required by applicable law.
(b) Any records required to be maintained by Rule 31a-1 under the 1940 Act
will be preserved for the periods prescribed in Rule 31a-2 under the 1940 Act.
Such records may be inspected by the Trust at reasonable times. The Transfer
Agent may, at its option at any time, and shall forthwith upon the Trust's
demand, turn over to the Trust and cease to retain in the Transfer Agent's
files, records and documents created and maintained by the Transfer Agent in
performance of its services or for its protection. At the end of the six-year
retention period, such records and documents will either be turned over to the
Trust or destroyed in accordance with the Trust's authorization.
18. Reliance by Transfer Agent; Instructions.
(a) The Transfer Agent shall be protected in acting upon any paper or
document believed by it to be genuine and to have been signed by an Authorized
Person and shall not be held to have any notice of any change of authority of
any person until receipt of written certification thereof from the Trust. It
shall also be protected in processing Share certificates which it reasonably
believes to bear the proper manual of facsimile signatures of the Officers of
the Trust and the proper countersignature of the Transfer Agent.
(b) At any time the Transfer Agent may apply to any Authorized Person of
the Trust for Written Instructions, and, at the expense of the Trust, may seek
advice from legal counsel for the Trust or its own legal counsel, with respect
to any matter arising in connection with this Agreement, and it shall not be
liable for any action taken or not taken or suffered by it in good faith in
accordance with such Written Instructions or with the opinion of such counsel.
In addition, the Transfer Agent, its officers, agents or employees, shall accept
instructions or requests given to them by any person representing or acting on
behalf of the Trust only if said representative is known by the Transfer Agent,
its officers, agents or employees, to be an Authorized Person. The Transfer
Agent shall have no duty or obligation to inquire into, nor shall the Transfer
Agent be responsible for, the legality of any act done by it upon the request or
direction of Authorized Persons of the Trust.
(c) Notwithstanding any of the foregoing provisions of this Agreement, the
Transfer Agent shall be under no duty or obligation to inquire into, and shall
not be liable for: (i) the legality of the issue or sale of any Shares of the
Trust, or the sufficiency of the amount to be received therefor; (ii) the
legality of the redemption of any Shares of the Trust, or the propriety of the
amount to be paid therefor; (iii) the legality of the declaration of any
dividend by the Trust, or the legality of the issue of any dividend by the
Trust, or the legality of the issue of any Shares of the Trust in payment of any
stock dividend; or (iv) the legality of any recapitalization or readjustment of
the Shares of the Trust.
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19. Standard of Care and Indemnification.
(a) The Transfer Agent may, in connection with this Agreement, employ
agents or attorneys in fact, and shall not be liable for any loss arising out of
or in connection with its actions under this Agreement so long as it acts in
good faith and with due diligence, and is not negligent or guilty of any willful
misconduct.
(b) The Trust hereby agrees to indemnify and hold harmless the Transfer
Agent from and against any and all claims, demands, expenses and liabilities
(whether with or without basis in fact or law) of any and every nature which the
Transfer Agent may sustain or incur or which may be asserted against the
Transfer Agent by any person by reason of, or as a result of: (i) any action
taken or omitted to be taken by the Transfer Agent in good faith in reliance
upon any Certificate, instrument, order or stock certificate believed by it to
be genuine and to be signed, countersigned or executed by any duly authorized
person, upon the Oral Instructions or Written Instructions of an Authorized
Person of the Trust or upon the opinion of legal counsel for the Trust or its
own counsel; or (ii) any action taken or omitted to be taken by the Transfer
Agent in connection with its appointment in good faith in reliance upon any law,
act, regulation or interpretation of the same even though the same may
thereafter have been altered, changed, amended or repealed. However,
indemnification hereunder shall not apply to actions or omissions of the
Transfer Agent or its directors, officers, employees or agents in case of its
own negligence, willful misconduct, bad faith, or reckless disregard of its or
their own duties hereunder.
20. Affiliation Between Trust and Transfer Agent. It is understood that
the directors, officers, employees, agents or stockholders of the Transfer Agent
may be interested in the Trust as Trustees, officers, employees, agents,
Shareholders, or otherwise. The fact that the officers, Trustees, directors,
employees, agents or Shareholders of the Trust are or may be affiliated persons
(as defined in the ▇▇▇▇ ▇▇▇) of the Transfer Agent shall not affect the validity
of this Agreement.
21. Term.
(a) This Agreement shall become effective on January ___, 1988 (the
"Effective Date") and shall continue in effect from year to year thereafter, on
and after two years from the Effective Date, so long as such continuance is
specifically approved at least annually both: (i) by either the Trustees or the
vote of a majority of the outstanding voting securities of the Trust; and (ii)
by a vote of the majority of the Trustees who are not interested persons of the
Trust (as defined in the ▇▇▇▇ ▇▇▇) cast in person at a meeting called for the
purpose of voting upon such approval.
(b) Either of the parties hereto may terminate this Agreement by giving to
the other party a notice in writing specifying the date of such termination,
which, in the case of termination by the Trust, shall be not less than 60 days
after the date of receipt of such notice, and which, in the case of termination
by the Transfer Agent, shall be not less than 90 days after the date of receipt
of such notice. In the event such notice is given by the Trust, it shall be
accompanied by
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a resolution of the Board of Trustees, certified by the Secretary, electing to
terminate this Agreement and designating a successor transfer agent.
22. Amendment. This Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties with the formality of
this Agreement, and (i) authorized or approved by a resolution of the Board of
Trustees, including a majority of the Trustees who are not interested persons of
the Trust as defined in the 1940 Act, or (ii) authorized and approved by such
other procedures as may be permitted or required by the 1940 Act.
23. Subcontracting. The Trust agrees that Transfer Agent may, in its
discretion, subcontract for certain of the services to be provided hereunder.
24. Security. The Transfer Agent represents and warrants that, to the best
of its knowledge, the various procedures and systems which the Transfer Agent
has implemented with regard to safeguarding from loss or damage attributable to
fire, theft or any other cause (including provision for twenty-four hours a day
restricted access) the Trust's blank checks, records and other data and the
Transfer Agent's records, data, equipment, facilities and other property used in
the performance of its obligations hereunder are adequate and that it will make
such changes therein from time to time as in its judgment are required for the
secure performance of its obligations hereunder. The parties shall review such
systems and procedures on a periodic basis.
25. Miscellaneous.
(a) This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by the Trust or the Transfer Agent
without the written consent of the other.
(b) This Agreement shall be construed in accordance with the laws of the
State of Illinois.
(c) This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original; but such counterparts shall, together,
constitute only one instrument.
26. 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 bind only the trust property
of the Trust, as provided in the Declaration of Trust. The execution and
delivery of this Agreement have been authorized by the Trustees and signed by an
authorized Officer of the Trust, acting as such, and neither such authorization
by the Trustees 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.
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IN WITNESS WHEREOF, this Transfer Agency Agreement has been executed for
the Transfer Agent and the Trust by their duly authorized officers, as of the
date first set forth above.
CALAMOS ASSET MANAGEMENT, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
Attest:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary
CFS INVESTMENT TRUST
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
Attest:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary
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FEE SCHEDULE
Commencing on the date shares of CFS Investment Trust (the "Trust") are
first offered for sale to the public, the compensation payable by CFS Investment
Trust (the "Trust") to Calamos Asset Management, Inc. (the "Transfer Agent")
pursuant to Section 4 of the Transfer Agency Agreement between the Trust and the
Transfer Agent dated November ___ , 1987 shall be as follows:
Monthly fee per Shareholder account $ .75
Fee per Shareholder initiated transaction
(purchase other than by reinvestment,
transfer or redemption) 1.00
Fee per account for dividend or distribution
paid .50
There is no charge for processing changes in account information or for
furnishing information with respect to any account, and there is no charge for
opening a new account other than the $1 fee for the initial purchase. A dividend
and distribution payable on the same date shall result in the imposition of only
one fee per account. The full monthly account fee will be payable with respect
to an account that is open for any portion of a month.
Approved:
CFS INVESTMENT TRUST CALAMOS ASSET MANAGEMENT, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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