CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND Subscription Agreement
Exhibit p
CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND
This Agreement made this June 14, 2002 by and between Calamos Convertible Opportunities and
Income Fund, a Delaware business trust (the “Fund”), and Calamos Asset Management, Inc., an
Illinois corporation (the “Subscriber”);
WITNESSETH:
WHEREAS, the Fund has been formed for the purposes of carrying on business as a closed-end
diversified management investment company;
WHEREAS, the Subscriber has been selected by the Fund’s Board of Trustees to serve as
investment adviser to the Fund; and
WHEREAS, the Subscriber wishes to subscribe for and purchase, and the Fund wishes to sell to
the Subscriber, 7,000 common shares for a purchase price of $14.325 per share.
NOW THEREFORE, IT IS AGREED:
1. The Subscriber subscribes for and agrees to purchase from the Fund 7,000 common shares for
a purchase price of $14.325 per share. Subscriber agrees to make payment for these shares at such
time as demand for payment may be made by an officer of the Fund.
2. The Fund agrees to issue and sell said shares to Subscriber promptly
upon its receipt of the purchase price.
3. To induce the Fund to accept its subscription and issue the shares
subscribed for, the Subscriber represents that it is informed as follows:
(a) That the shares being subscribed for have not been and will not be registered under the
Securities Act of 1933 (“Securities Act”);
(b) That the shares will be sold by the Fund in reliance on an
exemption from the registration requirements of the Securities Act;
(c) That the Fund’s reliance upon an exemption from the registration
requirements of the Securities Act is predicated in part on the
representation and agreements contained in this Subscription Agreement;
(d) That when issued, the shares will be “restricted securities” as
defined in paragraph (a)(3) of Rule 144 of the General Rules and
Regulations under the Securities Act (“Rule 144”) and cannot be sold or
transferred by Subscriber unless they are subsequently registered under the Securities
Act or unless an exemption from such registration is available; and
(e) That there do not appear to be any exemptions from the
registration provisions of the Securities Act available to the Subscriber for resale for
the shares. In the future, certain exemptions may possibly become available, including an
exemption for limited sales including an exemption for limited sales in accordance with the
conditions of Rule 144.
The Subscriber understands that a primary purpose of the information
acknowledged in subparagraphs (a) through (e) above is to put it on notice as to restrictions on
the transferability of the shares.
4. To further induce the Fund to accept its subscription and issue the
shares subscribed for, the Subscriber:
(a) Represents and warrants that the shares subscribed for are being
and will be acquired for investment for its own account and not on behalf of any other
person or persons and not with a view to, or for sale in connection with, any public
distribution thereof;
(b) Agrees that any certificates representing the shares subscribed
for may bear a legend substantially in the following form:
The shares represented by this certificate have been acquired for investment and
have not been registered under the Securities Act of 1933 or any other federal or state
securities law. These shares may not be offered for sale, sold or otherwise transferred
unless registered under said securities laws or unless some exemption from registration is
available.
(c) Consents, as the sole holder of the Trust’s common shares of
beneficial interest and pursuant to Section 23(b)(2) of the Investment
Company Act of 1940, to the issuance by the Trust of common shares of
beneficial interest at a price per share as set forth in the Purchase
Agreement relating to the public offering of Shares; and
5. This Subscription Agreement and all of its provisions shall be binding upon the legal
representatives, heirs, successors and assigns of the parties hereto. This Subscription Agreement
may be signed in one or more counterparts,each of which shall be deemed to be an original.
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IN WITNESS WHEREOF, this Subscription Agreement has been executed by
the parties hereto as of the day and date first above written.
CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND
By:
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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| CALAMOS ASSET MANAGEMENT, INC. | ||||
By:
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. | |||