1
EXHIBIT (h)(3)
TRANSFER AGENT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this 11th day of
September, 2000, by and between Calamos Advisors Trust, a business trust
organized under the laws of the commonwealth of Massachusetts (hereinafter
referred to as the "Trust") and Firstar Mutual Fund Services, LLC, a limited
liability company organized under the laws of the State of Wisconsin
(hereinafter referred to as the "FMFS").
WHEREAS, the Trust is an open-end management investment company which
is registered under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Trust is authorized to create separate series, each with
its own separate investment portfolio;
WHEREAS, FMFS is a limited liability corporation and, among other
things, is in the business of administering transfer and dividend disbursing
agent functions for the benefit of its customers; and
WHEREAS, the Trust desires to retain FMFS to provide transfer and
dividend disbursing agent services to each series of the Trust listed on Exhibit
A attached hereto, (each hereinafter referred to as a "Fund") as may be amended
from time to time.
NOW, THEREFORE, in consideration of the mutual agreements herein made,
the Trust and FMFS agree as follows:
1. APPOINTMENT OF TRANSFER AGENT
The Trust hereby appoints FMFS as Transfer Agent of the Trust on the
terms and conditions set forth in this Agreement, and FMFS hereby accepts such
appointment and agrees to perform the services and duties set forth in this
Agreement in consideration of the compensation provided for herein
2. DUTIES AND RESPONSIBILITIES OF FMFS
FMFS shall perform all of the customary services of a transfer agent
and dividend disbursing agent, and as relevant, agent in connection with
accumulation, open account or similar plans (including without limitation any
periodic investment plan or periodic withdrawal program), including but not
limited to:
A. Receive orders for the purchase of shares;
B. Process purchase orders with prompt delivery, where
appropriate, of payment and supporting documentation to the
Trust's custodian, and issue the appropriate number
2
PAGE 2
of uncertificated shares with such uncertificated shares being
held in the appropriate shareholder account;
C. Arrange for issuance of shares obtained through transfers of
funds from shareholders' accounts at financial institutions
and arrange for the exchange of shares for shares of other
eligible investment companies, when permitted by Prospectus.
D. Process redemption requests received in good order and, where
relevant, deliver appropriate documentation to the Trust's
custodian;
E. Pay monies upon receipt from the Trust's custodian, where
relevant, in accordance with the instructions of redeeming
shareholders;
F. Process transfers of shares in accordance with the
shareholder's instructions;
G. Process exchanges between funds and/or classes of shares of
funds both within the same family of funds and with the
Firstar Money Market Fund, if applicable;
H. Prepare and transmit payments for dividends and distributions
declared by the Trust with respect to the Fund, after
deducting any amount required to be withheld by any applicable
laws, rules and regulations and in accordance with shareholder
instructions;
I. Make changes to shareholder records, including, but not
limited to, address changes in plans (i.e., systematic
withdrawal, automatic investment, dividend reinvestment,
etc.);
J. Record the issuance of shares of the Fund and maintain,
pursuant to Rule 17ad-10(e) promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), a
record of the total number of shares of the Fund which are
authorized, issued and outstanding;
K. Prepare shareholder meeting lists and, if applicable, mail,
receive and tabulate proxies;
L. Mail shareholder reports and prospectuses to current
shareholders;
M. Prepare and file U.S. Treasury Department Forms 1099 and other
appropriate information returns required with respect to
dividends and distributions for all shareholders;
N. Provide shareholder account information upon request and
prepare and mail confirmations and statements of account to
shareholders for all purchases, redemptions and other
confirmable transactions as agreed upon with the Trust;
3
PAGE 3
O. Mail requests for shareholders' certifications under penalties
of perjury and pay on a timely basis to the appropriate
Federal authorities any taxes to be withheld on dividends and
distributions paid by the Trust, all as required by applicable
Federal tax laws and regulations;
P. Provide a Blue Sky System which will enable the Trust to
monitor the total number of shares of the Fund sold in each
state. In addition, the Trust or its agent, including FMFS,
shall identify to FMFS in writing those transactions and
assets to be treated as exempt from the Blue Sky reporting for
each state. The responsibility of FMFS for the Company's Blue
Sky state registration status is solely limited to the initial
compliance by the Trust and the reporting of such transactions
to the Trust or its agent;
Q. Answer correspondence from shareholders, securities brokers
and others relating to FMFS's duties hereunder and such other
correspondence as may from time to time be mutually agreed
upon between FMFS and the Trust.
Reimburse the Fund each month for all material losses resulting from
"as of" processing errors for which FMFS is responsible in accordance with the
"as of" processing guidelines set forth in the attached exhibit B.
3. COMPENSATION
The Trust agrees to pay FMFS for the performance of the duties listed
in this agreement as set forth on Exhibit A attached hereto; the fees and
out-of-pocket expenses include, but are not limited to the following: printing,
postage, forms, stationery, record retention (if requested by the Trust),
mailing, insertion, programming (if requested by the Trust), labels, shareholder
lists and proxy expenses.
These fees and reimbursable expenses may be changed from time to time
subject to mutual written agreement between the Trust and FMFS.
The Trust agrees to pay all fees and reimbursable expenses within ten
(10) business days following the receipt of the billing notice.
Notwithstanding anything to the contrary, amounts owed by the Trust to
FMFS shall only be paid out of assets and property of the particular Fund
involved.
The Trust and FMFS agree to adjust compensation identified in Exhibit A
as described in Exhibit C, based upon service performance levels as identified
in Exhibit C. This adjustment policy, amount and terms may be changed from time
to time subject to mutual written agreement between the Trust and FMFS.
4
PAGE 4
4. REPRESENTATIONS OF FMFS
FMFS represents and warrants to the Trust that:
A. It is a limited liability corporation duly organized, existing
and in good standing under the laws of Wisconsin;
B. It is a registered transfer agent under the Exchange Act.
C. It is duly qualified to carry on its business in the State of
Wisconsin;
D. It is empowered under applicable laws and by its charter and
bylaws to enter into and perform this Agreement;
E. All requisite corporate proceedings have been taken to
authorize it to enter and perform this Agreement;
F. It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement; and
G. It will comply with all applicable requirements of the
Securities Act of 1933, as amended, and the Exchange Act, the
1940 Act, and any laws, rules, and regulations of governmental
authorities having jurisdiction.
5. REPRESENTATIONS OF THE TRUST
The Trust represents and warrants to FMFS that:
A. The Trust is an open-ended diversified investment company
under the 1940 Act;
B. The Trust is a business trust organized, existing, and in good
standing under the laws of Massachusetts;
C. The Trust is empowered under applicable laws and by its
Declaration of Trust and Bylaws to enter into and perform this
Agreement;
D. All necessary proceedings required by the Declaration of Trust
have been taken to authorize it to enter into and perform this
Agreement;
E. The Trust will comply with all applicable requirements of the
Securities Act, the Exchange Act, the 1940 Act, and any laws,
rules and regulations of governmental authorities having
jurisdiction; and
F. A registration statement under the Securities Act will be made
effective and will remain effective, and appropriate state
securities law filings have been made and will continue to be
made, with respect to all shares of the Trust being offered
for sale.
5
PAGE 5
6. PERFORMANCE OF SERVICE; LIMITATION OF LIABILITY
FMFS shall exercise reasonable care in the performance of its duties
under this Agreement. FMFS shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Trust in connection with matters
to which this Agreement relates, including losses resulting from mechanical
breakdowns or the failure of communication or power supplies beyond FMFS's
control, except a loss arising out of or relating to FMFS's refusal or failure
to comply with the terms of this Agreement or from bad faith, negligence, or
willful misconduct on its part in the performance of its duties under this
Agreement. Notwithstanding any other provision of this Agreement, if FMFS has
exercised reasonable care in the performance of its duties under this Agreement,
the Trust shall indemnify and hold harmless FMFS from and against any and all
claims, demands, losses, expenses, and liabilities (whether with or without
basis in fact or law) of any and every nature (including reasonable attorneys'
fees) which FMFS may sustain or incur or which may be asserted against FMFS by
any person arising out of any action taken or omitted to be taken by it in
performing the services hereunder, except for any and all claims, demands,
losses expenses, and liabilities arising out of or relating to FMFS's refusal or
failure to comply with the terms of this Agreement or from bad faith, negligence
or from willful misconduct on its part in performance of its duties under this
Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance
upon any written or oral instruction provided to FMFS by any duly authorized
officer of the Trust, such duly authorized officer to be included in a list of
authorized officers furnished to FMFS and as amended from time to time in
writing by resolution of the Board of Trustees of the Trust.
FMFS shall indemnify and hold the Trust harmless from and against any
and all claims, demands, losses, expenses, and liabilities (whether with or
without basis in fact or law) of any and every nature (including reasonable
attorneys' fees) which the Trust may sustain or incur or which may be asserted
against the Trust by any person arising out of any action taken or omitted to be
taken by FMFS as a result of FMFS's refusal or failure to comply with the terms
of this Agreement, its bad faith, negligence, or willful misconduct.
In the event of a mechanical breakdown or failure of communication or
power supplies beyond its control, FMFS shall take all reasonable steps to
minimize service interruptions for any period that such interruption continues
beyond FMFS's control. FMFS will make every reasonable effort to restore any
lost or damaged data and correct any errors resulting from such a breakdown at
the expense of FMFS. FMFS agrees that it shall, at all times, have reasonable
contingency plans with appropriate parties, making reasonable provision for
emergency use of electrical data processing equipment to the extent appropriate
equipment is available. Representatives of the Trust shall be entitled to
inspect FMFS's premises and operating capabilities at any time during regular
business hours of FMFS, upon reasonable notice to FMFS.
Regardless of the above, FMFS reserves the right to reprocess and
correct administrative errors at its own expense.
In order that the indemnification provisions contained in this section
shall apply, it is understood that if in any case the indemnitor may be asked to
indemnify or hold the indemnitee
6
PAGE 6
harmless, the indemnitor shall be fully and promptly advised of all pertinent
facts concerning the situation in question, and it is further understood that
the indemnitee will use all reasonable care to notify the indemnitor promptly
concerning any situation which presents or appears likely to present the
probability of a claim for indemnification. The indemnitor shall have the option
to defend the indemnitee against any claim which may be the subject of this
indemnification. In the event that the indemnitor so elects, it will so notify
the indemnitee and thereupon the indemnitor shall take over complete defense of
the claim, and the indemnitee shall in such situation initiate no further legal
or other expenses for which it shall seek indemnification under this section.
The indemnitee shall in no case confess any claim or make any compromise in any
case in which the indemnitor will be asked to indemnify the indemnitee except
with the indemnitor's prior written consent.
A copy of the Agreement and Declaration of Trust is on file with the
Secretary of the Commonwealth of Massachusetts. FMFS is hereby expressly put on
notice of the limitation of shareholder liability as set forth in the Agreement
and Declaration of Trust and agrees that obligations assumed by the Trust
pursuant to this Agreement shall be limited in all cases to the Trust and its
assets, and if the liability relates to one or more series, the obligations
hereunder shall be limited to the respective assets of such series. FMFS further
agrees that it shall not seek satisfaction of any such obligation from the
shareholder or any individual shareholder of a series of the Trust, nor from the
Trustees or any individual Trustee of the Trust.
7. PROPRIETARY AND CONFIDENTIAL INFORMATION
FMFS agrees on behalf of itself and its directors, officers, and
employees to treat confidentially and as proprietary information of the Trust
all records and other information relative to the Trust and prior, present, or
potential shareholders (and clients of said shareholders) and not to use such
records and information for any purpose other than the performance of its
responsibilities and duties hereunder, except after prior notification to and
approval in writing by the Trust, which approval shall not be unreasonably
withheld and may not be withheld where FMFS may be exposed to civil or criminal
contempt proceedings for failure to comply after being requested to divulge such
information by duly constituted authorities, or when so requested by the Trust.
8. TERM OF AGREEMENT
This Agreement shall become effective as of the date hereof and unless
sooner terminated as provided herein, shall continue automatically in effect for
successive annual periods. This Agreement may be terminated by either party upon
giving ninety (90) days prior written notice to the other party or such shorter
period as is mutually agreed upon by the parties. However, this Agreement may be
amended by mutual written consent of the parties. The reprensentations of FMFS
contained in Section 7 shall survive the termination of this Agreement.
9. RECORDS
FMFS shall keep records relating to the services to be performed
hereunder, in the form and manner, and for such period as it may deem advisable
and is agreeable to the Trust but not
7
PAGE 7
inconsistent with the rules and regulations of appropriate government
authorities, in particular, Section 31 of the 1940 Act and the rules thereunder.
FMFS agrees that all such records prepared or maintained by FMFS relating to the
services to be performed by FMFS hereunder are the property of the Trust and
will be preserved, maintained, and made available with such section and rules of
the Investment Company Act and will be promptly surrendered to the Trust in
machine readable form and hard copy where available on and in accordance with
its request.
10. GOVERNING LAW
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of Wisconsin.
However, nothing herein shall be construed in a manner inconsistent with the
1940 Act or any rule or regulation promulgated by the Securities and Exchange
Commission thereunder.
11. DUTIES IN THE EVENT OF TERMINATION
In the event that, in connection with termination, a successor to any
of FMFS's duties or responsibilities hereunder is designated by the Trust by
written notice to FMFS, FMFS will promptly, upon such termination and at the
expense of the Trust, transfer to such successor all relevant books, records,
correspondence, and other data established or maintained by FMFS under this
Agreement in a form reasonably acceptable to the Trust (if such form differs
from the form in which FMFS has maintained, the Trust shall pay any expenses
associated with transferring the data to such form), and will cooperate in the
transfer of such duties and responsibilities, including provision for assistance
from FMFS's personnel in the establishment of books, records, and other data by
such successor.
12. NOTICES
Notices of any kind to be given by either party to the other party
shall be in writing and shall be duly given if mailed or delivered as follows:
Notice to FMFS shall be sent to:
Firstar Mutual Fund Services, LLC
Attn: Xxxx Xxxxxx
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
and notice to the Trust shall be sent to:
Calamos Asset Management, Inc.
Attn: Rhowena Blank
0000 X. Xxxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
8
PAGE 8
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by a duly authorized officer or one or more counterparts as of the day and year
first written above.
CALAMOS ADVISORS TRUST FIRSTAR MUTUAL FUND SERVICES, LLC
By: /s/ RHOWENA BLANK By: /s/ Xxx X. Xxxxxxx
-------------------------- --------------------------
Attest: /s/ Xxxxx X. Xxxxxx, Xx. Attest: /s/ Xxx Xxxx
---------------------- ----------------------
9
PAGE 9
TRANSFER AGENT AND SHAREHOLDER SERVICING
ANNUAL FEE SCHEDULE
EXHIBIT A
Separate Series of Calamos Advisors Trust
NAME OF SERIES (DATE ADDED)
---------------------------
Convertible Portfolio (9/11/00)
Annual Fee
$15.00 per shareholder account - no-load fund
$16.00 per shareholder account - load fund
$21.00 per shareholder account - Money Market
Minimum annual fee of $28,000 for the first fund class, each
additional fund or class - $10,000 per year
Plus 1 basis point per year
Extraordinary services quoted separately:
----------------------------------------
Conversion - Estimate - $35,000 - $65,000
12b-1 Payments - $6,000 per year for all funds
3rd Party Data Feeds, Web Feed (NAV's only) - $50 per class per month
Shareholder Statement Customization Estimate - $4,500 - $6,000
Funds Less Than $5 million - year one - 20%, year 2 - 10%, year 3 - 5%; discount
is discontinued when fund exceeds $5 million
Activity Charges Telephone Calls - $1.00 per call
Draft Check Processing - $1.00 per draft
Daily Valuation Trades - $6.75 per trade
ACH Shareholder Services
$125.00 per month per fund group
$ .50 per ACH item, setup and/or change
$5.00 per correction, reversal, return item
Plus Out-of-Pocket Expenses, including but not limited to:
Telephone - toll free lines Retention of records
Postage Microfilm/fiche of records
Programming Special reports
Stationery/envelopes ACH fees
Insurance NSCC charges
Proxies All other out-of-pocket expenses
File Transfer - $160/month and $.01/record
Qualified Plan Fees (Billed to Investors) *
Annual maintenance fee per account $ 12.50 / acct. (Cap at $25.00 per SSN)
Education XXX $ 5.00 / acct. (Cap at $25.00 / per SSN)
Transfer to successor trustee $ 15.00 / trans.
Distribution to participant $ 15.00 / trans. (Exclusive of SWP)
Refund of excess contribution $ 15.00 / trans.
Additional Shareholder Fees (Billed to Investors)
Any outgoing wire transfer $ 12.00 / wire
Telephone exchange $ 5.00 / exch.
Return check fee $ 25.00 / item
Stop payment $ 20.00 / stop
(Liquidation, dividend, draft check)
Research fee $ 5.00 / item
(For requested items of the second calendar year [or previous]
to the request)(Cap at $25.00)
Fees and out-of-pocket expenses are billed to the fund monthly.
10
PAGE 10
NSCC
Out-of-Pocket Charges
NSCC Interfaces
Set Up
Fund/SERV, Networking, ACATS, Exchanges $5,000 set-up (one time)
DCCS, TORA
Commission Settlement $5,000 set-up (one time)
Processing
Fund/SERV $ 50 / month
Networking $ 250 / month
CPU Access $ 40 / month
FundServ Transactions $ .35 / trade
Networking - per item $ .025 / monthly dividend fund
Networking - per item $ .015 / non-mo. Dividend fund
First Data $ .10 / next-day FundServ trade
First Data $ .15 / same-day FundServ trade
NSCC Implementation
8 to 10 weeks lead time
Mutual Fund Services
Out-of-Pocket Expense Items
Forms Costs
Statement Paper $ .038 / item
#9, #10 Envelopes $ .043 / item
Check/Statement Paper $ .25 / item
Certificate $ 1.00 / item
Wire Order Confirm (non-NSCC) $ .22 / item
Firstar Fulfillment Envelope $ .25 / item
Presort Postage (one ounce) $ .34 / item
Shareholder System Select Request $ 200.00 / request
Systems Development/Programming $ 150.00 / hour
Fund Group Addition $2,000.00 / fund group
Fund Additions $1,000.00 / fund or class
Fund Group Restore $1,000.00 / occurrence
Lost Shareholder Search (Xxxxx Tracers) $ 3.00 / search
DAZL ($5,000 setup) $1,000.00 / month
Price record transmission $ .015 / price record
Other record $ .025 / record
Note - All rates subject to change
11
PAGE 11
EXHIBIT B
FIRSTAR MUTUAL FUND SERVICES, LLC AS OF PROCESSING POLICY
Firstar Mutual Fund Services, LLC (FMFS) will reimburse the Fund(s) for
any net material loss that may exist on the Fund(s) books and for which FMFS is
responsible, at the end of each calendar month. "Net Material Loss" shall be
defined as any remaining loss, after netting losses against any gains, which
impacts a Fund's net asset value per share by more than 1/2 cent. Gains and
losses will be reflected on the Fund's daily share sheet, and the Fund will be
reimbursed for any net material loss on a monthly basis. FMFS will reset the as
of ledger each calendar month so that any losses which do not exceed the
materiality threshold of 1/2 cent will not be carried forward to the next
succeeding month. FMFS will notify the advisor to the Fund(s) on the daily share
sheet of any losses for which the advisor may be held accountable.
12
PAGE 12
EXHIBIT C
FIRSTAR MUTUAL FUND SERVICES, LLC
SERVICE PERFORMANCE LEVEL AGREEMENT
PERFORMANCE STANDARDS
FMFS intends to achieve the following transfer agent performance goals
as part of its standard operating procedures:
1. Process 100% of all financial transactions on the day
of receipt in good form
2. Mail 100% of redemption checks within one business
day
3. Mail 100% of all shareholder statements within two
business days
4. Maintain a 99.8% accuracy ratio in processing all
financial transactions
5. Answer 80% of all shareholder calls within 20 seconds
6. Maintain an average speed of answer less than 20
seconds
7. Maintain an abandoned rate of less than 3% of all
shareholder calls received
COMPENSATION ADJUSTMENT
Firstar will measure the above service performance levels and report these to
the Trust on a monthly basis for the servicing activity of the prior calendar
month.
In the event that FMFS's service performance for a calendar quarter (combined
three month performance) deviates (negative) from the above stated measures by
greater than 10% for each of four or more measures, Firstar will reduce the
annual asset-based fee identified in Exhibit A by .25 bp. This compensation
adjustment will be in effect for each of the subsequent three calendar month
invoices to the Trust.
In the event that FMFS's service performance for a calendar quarter (combined
three month performance) deviates (positive) from the above stated measures by
greater than 10% for each of four or more measures, Firstar will increase the
annual asset-based fee identified in Exhibit A by .25 bp. This compensation
adjustment will be in effect for each of the subsequent three calendar month
invoices to the Trust.
