Calamos Convertible & High Income Fund Sample Contracts

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RELATING TO
Broker-Dealer Agreement • July 23rd, 2003 • Calamos Convertible & High Income Fund • New York
BY-LAWS OF CALAMOS CONVERTIBLE AND HIGH INCOME FUND
By-Laws • March 22nd, 2006 • Calamos Convertible & High Income Fund
ARTICLE I. DEFINITIONS
Foreign Custody Manager Agreement • May 27th, 2003 • Calamos Convertible & High Income Fund • New York
SUB-PLACEMENT AGENT AGREEMENT Foreside Fund Services, LLC Three Canal Plaza, Suite 100 Portland, Maine 04101
Sub-Placement Agent Agreement • March 13th, 2019 • Calamos Convertible & High Income Fund • New York
ARTICLE I DEFINITIONS
Stock Transfer Agency Agreement • May 27th, 2003 • Calamos Convertible & High Income Fund • New York
WITNESSETH:
Subscription Agreement • May 27th, 2003 • Calamos Convertible & High Income Fund
DISTRIBUTION AGREEMENT
Distribution Agreement • March 13th, 2019 • Calamos Convertible & High Income Fund • New York

This DISTRIBUTION AGREEMENT (this “Agreement”) made as of March 8, 2019 by and between Calamos Convertible and High Income Fund, a Delaware statutory trust (the “Fund”), and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”).

EXHIBIT h.2 MASTER SELECTED DEALER AGREEMENT
Master Selected Dealer Agreement • July 23rd, 2003 • Calamos Convertible & High Income Fund • New York
Agreement and Declaration of Trust
By-Laws • January 13th, 2022 • Calamos Convertible & High Income Fund

General. These By-Laws shall be subject to the Agreement and Declaration of Trust, as from time to time amended, supplemented or restated (the “Declaration of Trust”) of Calamos Convertible and High Income Fund (the “Trust”), a Delaware statutory trust established by the Declaration of Trust.

CALAMOS CONVERTIBLE AND HIGH INCOME FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • June 22nd, 2011 • Calamos Convertible & High Income Fund • Delaware

This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made on September 13, 2006 and hereby amends the Agreement and Declaration of Trust dated as March 12, 2003 (as such agreement is hereby amended and restated, the “Agreement and Declaration of Trust”), by the undersigned (together with all other persons from time to time duly elected, qualified and serving as Trustees in accordance with the provisions of Article II hereof, the “Trustees”) for the purpose of forming a Delaware statutory trust in accordance with the provisions hereinafter set forth;

CALAMOS CONVERTIBLE AND HIGH INCOME FUND THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • January 17th, 2023 • Calamos Convertible & High Income Fund • Delaware

WHEREAS, the Trust has been formed under the Delaware Act upon the filing of the Certificate of Trust in the Office of the Secretary of State of the State of Delaware;

I. GENERAL
Master Agreement Among Underwriters • May 27th, 2003 • Calamos Convertible & High Income Fund • New York
CALAMOS CONVERTIBLE AND HIGH INCOME FUND UP TO 6,232,167 COMMON SHARES OF BENEFICIAL INTEREST CAPITAL ON DEMAND™ SALES AGREEMENT
Sales Agreement • September 30th, 2011 • Calamos Convertible & High Income Fund • New York

CALAMOS CONVERTIBLE AND HIGH INCOME FUND, a Delaware statutory trust (the “Fund”), CALAMOS ADVISORS LLC, a Delaware limited liability company (the “Adviser”) confirm their agreement (this “Agreement”) with JONESTRADING INSTITUTIONAL SERVICES LLC (“Jones”) as follows:

ADMINISTRATION AGREEMENT
Administration Agreement • December 27th, 2018 • Calamos Convertible & High Income Fund • Massachusetts

THIS ADMINISTRATION AGREEMENT (this “Agreement”) is entered into as of October 26, 2018 by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and each registered management investment company identified on Schedule A hereto (each, a “Trust” and, together with the Administrator, the “Parties”), and shall be effective on November 1, 2018 (the “Effective Date”).

Calamos convertible and high income fund SECOND Amended and restated Agreement and Declaration of Trust
Agreement and Declaration of Trust • February 19th, 2021 • Calamos Convertible & High Income Fund • Delaware

WHEREAS, the Trust has been formed under the Delaware Act upon the filing of the Certificate of Trust in the Office of the Secretary of State of the State of Delaware;

RELATING TO
Auction Agency Agreement • July 23rd, 2003 • Calamos Convertible & High Income Fund • New York
THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • January 13th, 2022 • Calamos Convertible & High Income Fund • Delaware

WHEREAS, the Trust has been formed under the Delaware Act upon the filing of the Certificate of Trust in the Office of the Secretary of State of the State of Delaware;

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ARTICLE I DEFINITIONS
Custody Agreement • May 27th, 2003 • Calamos Convertible & High Income Fund • New York
STOCK TRANSFER AGENCY AGREEMENT
Stock Transfer Agency Agreement • February 22nd, 2008 • Calamos Convertible & High Income Fund • New York

AMENDED AND RESTATED AGREEMENT, made as of June 15, 2007, by and between EACH ENTITY SET FORTH IN SCHEDULE II HERETO, as such Schedule may be amended from time to time to add additional funds managed by Calamos Advisors LLC (each such existing fund, and any additional fund, hereinafter referred to as the “Customer”), each a business trust organized and existing under the laws of the State of Delaware, and THE BANK OF NEW YORK, a New York trust company (hereinafter referred to as the “Bank”).

Master Custodian Agreement
Master Custodian Agreement • May 17th, 2010 • Calamos Convertible & High Income Fund • Massachusetts

This Agreement is made as of September 11, 2009 by and among each management investment company identified on Appendix A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 19.5 below, shall hereinafter be referred to as a “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

CALAMOS CONVERTIBLE AND HIGH INCOME FUND UP TO 5,000,000 COMMON SHARES OF BENEFICIAL INTEREST CAPITAL ON DEMAND™ AMENDED AND RESTATED SALES AGREEMENT
Sales Agreement • April 15th, 2009 • Calamos Convertible & High Income Fund • New York

CALAMOS CONVERTIBLE AND HIGH INCOME FUND, a Delaware statutory trust (the “Fund”), CALAMOS ADVISORS LLC, a Delaware limited liability company (the “Adviser”) and JONESTRADING INSTITUTIONAL SERVICES LLC (“Jones”) previously entered into a sales agreement dated June 26, 2008 (the “Original Agreement”). The parties hereby terminate the Original Agreement and confirm their agreement in the form of this Amended and Restated Sales Agreement (this “Agreement”) as follows:

FIRST AMENDMENT TO SALES AGREEMENT
Sales Agreement • February 26th, 2013 • Calamos Convertible & High Income Fund • New York

This FIRST AMENDMENT TO SALES AGREEMENT (the “Amendment”) is made and entered into with effect this 2nd day of July, 2012, by Calamos Convertible and High Income Fund, a Delaware statutory trust (the “Fund”), Calamos Advisors LLC, a Delaware limited liability company (the “Adviser”) and JonesTrading Institutional Services LLC (“Jones”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Agreement (as defined below).

STOCK TRANSFER AGENCY AGREEMENT
Stock Transfer Agency Agreement • June 22nd, 2011 • Calamos Convertible & High Income Fund • New York

AMENDED AND RESTATED AGREEMENT, made as of June 15, 2007, by and between EACH ENTITY SET FORTH IN SCHEDULE II HERETO, as such Schedule may be amended from time to time to add additional funds managed by Calamos Advisors LLC (each such existing fund, and any additional fund, hereinafter referred to as the “Customer”), each a business trust organized and existing under the laws of the State of Delaware, and THE BANK OF NEW YORK, a New York trust company (hereinafter referred to as the “Bank”).

Fourth Amendment to the Amended and Restated Stock Transfer Agency Agreement
Stock Transfer Agency Agreement • December 27th, 2018 • Calamos Convertible & High Income Fund

THIS FOURTH AMENDMENT (“Amendment”), effective as of October 18, 2017 (“Effective Date”), is to the Amended and Restated Stock Transfer Agency Agreement (the “Agreement”), made as of June 15, 2007, as amended, between each entity set forth in Schedule II attached to the Agreement, (each, a “Customer”) and Computershare Inc., successor-in-interest to The Bank of New York (“Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

Third Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • December 27th, 2018 • Calamos Convertible & High Income Fund • New York

THIS THIRD AMENDMENT (“Amendment”), effective as of September 6, 2017 (“Effective Date”), is to the Amended and Restated Stock Transfer Agency Agreement (the “Agreement”) made as of June 15, 2007, as amended, between each entity set forth in Schedule II attached to the Agreement (each, a “Customer”) and Computershare Inc., successor-in-interest to The Bank of New York (“Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

Second Amendment to the Amended and Restated Stock Transfer Agency Agreement
Stock Transfer Agency Agreement • December 27th, 2018 • Calamos Convertible & High Income Fund

THIS SECOND AMENDMENT (“Amendment”), effective as of March 20, 2015 (“Effective Date”), is to the Amended and Restated Stock Transfer Agency Agreement (the “‘Agreement”), made as of June 15, 2007, and amended as of July 1, 2012, between each entity set forth in Schedule II attached to the Agreement (each, a “Customer”) and Computershare Inc., successor-in-interest to The Bank of New York (“Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

Amended and Restated Financial Accounting Services Agreement
Financial Accounting Services Agreement • June 22nd, 2011 • Calamos Convertible & High Income Fund • Illinois

THIS AGREEMENT is made as of December 13, 2004 among the parties listed in Schedule I, as it may be amended from time to time (singularly “Party” and collectively “Parties”) and Calamos Advisors LLC, a Delaware limited liability company (“Calamos”).

CALAMOS CONVERTIBLE AND HIGH INCOME FUND UP TO 6,232,167 COMMON SHARES OF BENEFICIAL INTEREST CAPITAL ON DEMAND™ SALES AGREEMENT
Sales Agreement • April 18th, 2016 • Calamos Convertible & High Income Fund • New York

CALAMOS CONVERTIBLE AND HIGH INCOME FUND, a Delaware statutory trust (the “Fund”), CALAMOS ADVISORS LLC, a Delaware limited liability company (the “Adviser”) and JonesTrading Institutional Services LLC (“Jones”) previously entered into a sales agreement dated September 30, 2011, as amended, (the “Prior Agreement”). The parties hereby terminate the Prior Agreement and confirm their agreement in the form of this Sales Agreement (this “Agreement”) as follows:

ARTICLE I
Agreement and Declaration of Trust • March 14th, 2003 • Calamos Convertible & High Income Fund • Delaware
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