Calamos Strategic Total Return Fund Sample Contracts

WITNESSETH:
Subscription Agreement • March 24th, 2004 • Calamos Strategic Total Return Fund
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BY-LAWS OF
Calamos Strategic Total Return Fund • January 7th, 2004
RELATING TO
Agency Agreement • May 4th, 2004 • Calamos Strategic Total Return Fund • New York
ARTICLE I
Calamos Strategic Total Return Fund • January 7th, 2004 • Delaware
RELATING TO
Broker-Dealer Agreement • May 4th, 2004 • Calamos Strategic Total Return Fund • New York
Master Custodian Agreement
Master Custodian Agreement • April 30th, 2021 • Calamos Strategic Total Return 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”).

ARTICLE I. DEFINITIONS
Manager Agreement • March 25th, 2004 • Calamos Strategic Total Return Fund • New York
EXHIBIT h.5 STRUCTURING FEE AGREEMENT
Fee Agreement • March 25th, 2004 • Calamos Strategic Total Return Fund • New York
SUB-PLACEMENT AGENT AGREEMENT
Sub-Placement Agent Agreement • April 30th, 2021 • Calamos Strategic Total Return Fund • New York
ARTICLE I DEFINITIONS
Stock Transfer Agency Agreement • March 25th, 2004 • Calamos Strategic Total Return Fund • New York
DISTRIBUTION AGREEMENT
Distribution Agreement • April 30th, 2021 • Calamos Strategic Total Return Fund • New York

This DISTRIBUTION AGREEMENT (this “Agreement”) made as of [______], 2020 by and between Calamos Strategic Total Return Fund, a Delaware statutory trust (the “Fund”), and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”).

I. GENERAL
Master Agreement • March 24th, 2004 • Calamos Strategic Total Return Fund • New York
Agreement and Declaration of Trust
Calamos Strategic Total Return Fund • January 17th, 2023

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 Strategic Total Return Fund (the “Trust”), a Delaware statutory trust established by the Declaration of Trust.

CALAMOS [CLOSED-END] FUND Common Shares of Beneficial Interest $ per Share UNDERWRITING AGREEMENT Dated: , 2008
Underwriting Agreement • February 22nd, 2008 • Calamos Strategic Total Return Fund • New York

Calamos [Closed End] Fund, a Delaware statutory trust (the “Fund”), and Calamos Advisors LLC, a Delaware limited liability company (the “Adviser”), confirm their respective agreements with [Lead Underwriter] and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom [Lead Underwriter] is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Fund of a total of common shares of beneficial interest, no par value per share (the “Initial Securities”), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Initial Securities set forth in said Exhibit A hereto, and with respect to the grant by the Fund to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of additional c

CALAMOS STRATEGIC TOTAL RETURN FUND THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • January 17th, 2023 • Calamos Strategic Total Return 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 • April 28th, 2004 • Calamos Strategic Total Return Fund • New York
CALAMOS STRATEGIC TOTAL RETURN FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • February 22nd, 2008 • Calamos Strategic Total Return 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 December 31, 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;

ADMINISTRATION AGREEMENT
Administration Agreement • April 30th, 2021 • Calamos Strategic Total Return 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”).

THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • January 13th, 2022 • Calamos Strategic Total Return 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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CALAMOS STRATEGIC TOTAL RETURN FUND UP TO 8,000,000 COMMON SHARES OF BENEFICIAL INTEREST CAPITAL ON DEMAND™ SALES AGREEMENT
Sales Agreement • September 3rd, 2008 • Calamos Strategic Total Return Fund • New York

CALAMOS STRATEGIC TOTAL RETURN FUND, a Delaware statutory trust (the “Fund”), and CALAMOS ADVISORS LLC, a Delaware limited liability company (the “Adviser”) confirm their agreement (this “Agreement”) with JonesTrading Institutional Services LLC (“Jones”), as follows:

STOCK TRANSFER AGENCY AGREEMENT
Stock Transfer Agency Agreement • February 22nd, 2008 • Calamos Strategic Total Return 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”).

ARTICLE I DEFINITIONS
Custody Agreement • March 25th, 2004 • Calamos Strategic Total Return Fund • New York
Third Amendment to Transfer Agency and Service Agreement
Agency and Service Agreement • April 30th, 2021 • Calamos Strategic Total Return 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.

FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • February 22nd, 2008 • Calamos Strategic Total Return Fund • New York

AGREEMENT made as of June 15, 2007 between the Calamos closed-end funds listed on 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, the “Fund”), each a business trust organized and existing under the laws of the State of Delaware having its principal office and place of business at c/o Calamos Advisors LLC, 2020 Calamos Court, Naperville, Illinois, 60563-2787, and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“BNY”).

EXHIBIT h.2 MASTER SELECTED DEALER AGREEMENT
Master Selected Dealer Agreement • March 25th, 2004 • Calamos Strategic Total Return Fund • New York
EXHIBIT h.4 ADDITIONAL COMPENSATION AGREEMENT
Indemnification Agreement • March 24th, 2004 • Calamos Strategic Total Return Fund • New York
Fourth Amendment to the Amended and Restated Stock Transfer Agency Agreement
Stock Transfer Agency Agreement • April 30th, 2021 • Calamos Strategic Total Return 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.

CALAMOS [CLOSED-END] FUND Auction Rate Cumulative Preferred Shares ______ Shares, Series ___ Liquidation Preference $25,000 Per Share UNDERWRITING AGREEMENT
Underwriting Agreement • February 22nd, 2008 • Calamos Strategic Total Return Fund • New York

Calamos [Closed-End] Fund, a Delaware statutory trust (the “Fund”), and Calamos Advisors LLC, a Delaware limited liability company (the “Adviser”), confirm their respective agreements with [Underwriter] (“Underwriter”) and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom [Underwriter] is acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Fund of a total of ______ shares of Series ___ Auction Rate Cumulative Preferred Shares, no par value per share, with a liquidation preference of $25,000 per share (the “Preferred Shares”), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Preferred Shares set forth in said Exhibit A hereto. The Preferred Shares will be authorized by, and subject to the terms and conditions of, the Stateme

EXHIBIT h.4 ADDITIONAL COMPENSATION AGREEMENT
Additional Compensation Agreement • March 25th, 2004 • Calamos Strategic Total Return Fund • New York
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