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EXHIBIT (h)(4)
ADMINISTRATION SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this 21st day of
September, 2000, by and between Calamos Investment Trust, a business trust
organized under the laws of the commonwealth of Massachusetts (each 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 a financial services company providing investment
opportunities through mutual funds to various investors; and
WHEREAS, the Trust desires FMFS to provide state registration
compliance services for its funds; and
WHEREAS, FMFS is in the business of providing, among other things,
state registration services to investment companies;
Now, therefore, the parties do mutually promise and agree as follows:
1. DUTIES AND RESPONSIBILITIES OF FMFS
A. Prepare and file all initial state registrations and renewals,
including all necessary post-effective amendments, sales reports,
and other required state filings
B. Prepare and file all renewals subject to written approval signed
by an authorized official of Trust
C. Monitor status in each state
D. Develop Blue Sky sales interface with all relevant discount
brokerage and other financial institutions as directed by Trust
E. Send periodic reports to Trust reflecting status of each state
permit
2. COMPENSATION
Trust agrees to pay FMFS for performance of the duties listed in this
Agreement and the fees and out-of-pocket expenses as set forth in the
attached Exhibit A.
These fees may be changed from time to time, subject to mutual written
Agreement between Trust and FMFS.
Trust agrees to pay all fees and reimbursable expenses within ten (10)
business days following the mailing of the billing notice.
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3. PERFORMANCE OF SERVICE; LIMITATION OF LIABILITY
FMFS shall exercise reasonable care in the performance of its duties
under the Agreement. Trust agrees to reimburse and make FMFS whole for
any loss or damages (including reasonable fees and expenses of legal
counsel) arising out of or in connection with its actions under this
Agreement so long as FMFS acts in good faith and is not negligent or
guilty of any willful misconduct. Trust accepts all responsibility,
including, but not limited to, liability for any recision action for
filing state securities registrations, or failing to file securities
registrations, for all of its funds listed in Exhibit A, prior to
September 21, 2000, or similar date that FMFS assumes responsibility
for Blue Sky compliance services.
FMFS agrees to reimburse and make Trust whole for any loss or damages
(including reasonable fees and expenses of legal counsel) arising out
of or in connection with its actions under this Agreement so long as
Trust acts in good faith and is not negligent or guilty of any willful
misconduct or in breach of this Agreement.
FMFS shall not be liable or responsible for delays or errors occurring
by reason of circumstances beyond its control, including acts of civil
or military authority, natural or state emergencies, fire, mechanical
breakdown, flood or catastrophe, act of God, insurrection, war, riots,
or failure of transportation, communication, or power supply.
In the event of a mechanical breakdown 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
provisions for emergency use of electrical data processing equipment to
the extent appropriate equipment is available. Representatives of the
Fund 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.
This indemnification includes any act, omission to act, or delay by
FMFS in reliance upon, or in accordance with, any written or oral
instruction it receives from any duly authorized officer of Trust.
Regardless of the above, FMFS reserves the right to reprocess and
correct administrative errors at its own expense.
A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of the Commonwealth of Massachusetts, and
notice is hereby given that this agreement is executed on behalf of
the Trustees of the Trust as Trustees and not individually, and that
the obligations of the instrument are not binding upon any of the
Trustees or shareholders individually but are binding only upon the
assets and property of the Trust or of the applicable series thereof.
4. CONFIDENTIALITY
FMFS shall handle, in confidence, all information relating to Trust's
business which is received by FMFS during the course of rendering any
service hereunder.
5. DATA NECESSARY TO PERFORM SERVICE
Trust or its agent, which may be FMFS, shall furnish to FMFS the data
necessary to perform the services described herein at times and in such
form as mutually agreed upon.
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6. TERMS 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 shorter period as is mutually agreed upon by the
parties. However, this Agreement may be amended by mutual written
consent of the parties.
7. 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 Trust
by written notice to FMFS, FMFS will promptly, upon such termination
and at the expense of 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 Trust (if such form differs from the form in which FMFS has
maintained, 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.
8. CHOICE OF 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.
9. 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
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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 INVESTMENT TRUST FIRSTAR MUTUAL FUND SERVICES, LLC
By: /s/ XXXXX X. XXXXXX, XX. By: /s/ XXX X. XXXXXXX
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Attest: /s/ RHOWENA BLANK Attest: /s/ XXX XXXX
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EXHIBIT A
ADMINISTRATION SERVICING
ANNUAL FEE SCHEDULE
Separate Series of Calamos Investment Trust
NAME OF SERIES DATE ADDED
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Convertible Fund 9/21/00
Convertible Growth and Income Fund 9/21/00
Market Neutral Fund 9/21/00
Growth Fund 9/21/00
Global Convertible Fund 9/21/00
High Yield Fund 9/21/00
Convertible Technology Fund 9/21/00
$1,000 CONVERSION COST (One-time at service inception)
ANNUAL FEE PER FUND
$7,000 per year per fund
PLUS OUT-OF-POCKET EXPENSES INCLUDING, BUT NOT LIMITED TO:
Postage
Stationary
Special Reports
Federal and State Regulatory Filing Fees
Certain insurance premiums
Expenses from board of directors meetings
Auditing and Legal Expenses
All other Out-of-Pocket Expenses
FEES ARE BILLED MONTHLY
