Exhibit (k)(2)
ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT, made as of the 12th day of June, 2002 among
Calamos Convertible Opportunities and Income Fund, a Delaware business trust and
a diversified closed-end management investment company registered under the
Investment Company Act of 1940, as amended (the "Investment Company Act") (the
"Trust"), Calamos Asset Management, Inc., an Illinois corporation ("CAM"), and
PRINCETON ADMINISTRATORS, L.P., a Delaware limited partnership (the
"Administrator").
W I T N E S S E T H:
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WHEREAS, CAM serves as investment manager to the Trust pursuant to an
investment management agreement dated June 12, 2002;
WHEREAS, the investment management agreement provides that CAM will provide
the Trust with investment research, advice and supervision and furnish an
investment program for the Trust; and
WHEREAS, the Trust wishes to retain the Administrator to perform the
administrative services contemplated by this Agreement to the Trust;
NOW, THEREFORE, the parties hereto agree as follows:
1. Duties of the Administrator. The Trust hereby retains the Administrator
to act as administrator of the Trust, subject to the supervision and directions
of CAM and the Board of Trustees of the Trust as herein set forth. Subject to
the supervision and direction of CAM, the Administrator shall perform or arrange
for the performance of the following administrative and clerical services:
(a) Calculate or arrange for the calculation and publication of the
Trust's net asset value in accordance with the Trust's policy as adopted from
time to time by the Board of Trustees;
(b) Maintain, or arrange for the maintenance of, certain books and
records of the Trust, as mutually agreed upon between the parties hereto, that
are required under the Investment Company Act;
(c) Provide the Trust with administrative offices and data processing
facilities as well as the services of persons competent to perform such
administrative and clerical functions as are necessary to provide effective
operation of the Trust;
(d) Maintain the Trust's expense budget and monitor expense accruals;
(e) Arrange for payment of the Trusts' expenses, as CAM directs, which
may include calculation of various contractual expenses of the Trust's service
providers, and the review and approval of invoices for the Trust's account and
submission to a Trust officer for authorization of payment in a manner to be
agreed upon;
(f) Oversee and review calculations of fees paid to the Administrator,
CAM, the transfer agent and the custodian;
(g) Compute the Trust's yield, total return, expense ratios and
portfolio turnover rate as well as various Trust statistical data as reasonably
requested;
(h) Prepare, for review and approval by officers of the Trust,
financial information for the Trust's semi-annual and annual reports, proxy
statements and other communications with shareholders required or otherwise to
be sent to Trust shareholders, and arrange for the printing and dissemination of
such reports and communications to shareholders;
(i) Prepare reports relating to the business and affairs of the Trust
as may be mutually agreed upon and not otherwise appropriately prepared by CAM
or the Trust's custodian, counsel or auditors;
(j) Prepare, or arrange for preparation for review, approval and
execution by officers of the Trust, the Trust's federal, state and local income
tax returns, and any other required tax returns, as may be mutually agreed upon;
(k) Calculate the Trust's annual net investment income (including net
realized short-term capital gain) and net realized long-term capital gain to
determine the Trust's minimum annual distributions to shareholders and the tax
and accounting treatment of such distributions on a per share basis, to be
reviewed by the Trust's independent public accountants;
(l) Prepare for review by an officer of the Trust the Trust's periodic
financial reports required to be filed with the Securities and Exchange
Commission (the "SEC") on Form N-SAR and Form N-2 and such other reports, forms
or filings, as may be mutually agreed upon;
(m) Prepare such financial information and reports as may be required
by any stock exchange or exchanges on which the Trust's shares are listed, and
such other information and reports required by such stock exchanges as may be
mutually agreed upon;
(n) Prepare such financial information and reports as may be required
by any banks from which the Trust borrows funds;
(o) Prepare reports related to the Trust's preferred stock, if any, as
required by rating agencies;
(p) Assist in the preparation and filing of Forms 3, 4 and 5 pursuant
to Section 16 of the Securities Exchange Act of 1934 and Section 30(f) of the
Investment Company Act for the officers and trustees of the Trust, such filings
to be based on information provided by those persons and CAM;
(q) Coordinate the performance of administrative and professional
services rendered to the Trust by others, including its custodian, registrar,
transfer agent, dividend disbursing agent and dividend reinvestment plan agent,
as well as accounting, auditing and such other services as may from time to time
be mutually agreed;
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(r) Consult as necessary with the Trust's officers, independent
accountants, legal counsel, custodian, accounting agent and transfer and
dividend disbursing agent in establishing the accounting policies of the Trust;
(s) Review implementation of any stock purchase or dividend
reinvestment programs authorized by the Board of Trustees;
(t) Provide such assistance to CAM, the custodian and the Trust's
counsel and auditors as generally may reasonably be required to properly carry
on the business and operations of the Trust; and
(u) Respond to, or refer to CAM, the Trust's officers or transfer
agent, shareholder inquiries relating to the Trust.
The Trust and CAM agree to deliver and to use their reasonable commercial
efforts to cause the custodian to deliver, on a timely basis, such information
to the Administrator as may be necessary or appropriate for the Administrator's
performance of its duties and responsibilities hereunder, including but not
limited to, daily records of transactions, valuation of investments in United
States dollars (which may be based on information provided by a pricing service)
and expenses borne by the Trust, the Trust management letter to stockholders and
such other information necessary for the Administrator to prepare the above
referenced reports and filings, and the Administrator shall be entitled to rely
on the accuracy and completeness of such information in performing its duties
hereunder.
All services are to be furnished through the medium of any officer or employee
of the Administrator as the Administrator deems appropriate in order to fulfill
its obligations hereunder.
Each party shall bear all its own expenses incurred in connection with this
Agreement, except as provided under Section 2 below. Printing and dissemination
expenses, such as those for reports to shareholders and proxy statements, shall
be expenses of the Trust.
2. Compensation of the Administrator. CAM will pay the Administrator a
fee on the first business day of each calendar month for the previous month
equal to the greater of (i) $150,000 per annum ($12,500 per month), or (ii) at
an annual rate equal to 0.125% of the Trust's Managed Assets (as hereinafter
defined). For the purposes of determining fees payable to the Administrator, the
value of the Trust's assets shall be computed at the times and in the manner
specified in the Trust's registration statement on Form N-2, as amended from
time to time (the "Registration Statement"). Compensation by CAM to the
Administrator shall commence on the date of the first receipt by the Trust of
the proceeds of the sale of its shares to the underwriters as described in the
Registration Statement, and the fee for the period from the date the Trust shall
receive the proceeds of the sale of its shares to the underwriters as aforesaid
to the end of the month during which such proceeds are so received, shall be
pro-rated according to the proportion that such period bears to the full monthly
period. Upon termination of this Agreement before the end of a month, the fee
for such part of that month shall be pro-rated according to the proportion that
such periods bear to the full monthly period and shall be payable within seven
days after the date of termination of this Agreement. "Managed Assets" means the
average weekly value of the Trust's total assets minus the sum of the Trust's
liabilities, which
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liabilities exclude debt relating to leverage, short-term debt and the aggregate
liquidation preference of any outstanding preferred stock.
3. Limitation of Liability of the Administrator, Indemnification
(a) The Administrator may, with respect to questions of law, apply for
and obtain the advice and opinion of legal counsel, and with respect to the
application of generally accepted accounting principles or Federal Tax
accounting principles, apply for and obtain the advice and opinion of accounting
experts, at the reasonable expense of the Trust or CAM. The Administrator shall
obtain prior permission of the Trust or CAM before obtaining the advice and
opinion of legal or accounting experts at the expense of the Trust or CAM, and
shall not use any counsel or accounting experts to which the Trust or CAM shall
reasonably object. The Administrator shall be fully protected with respect to
any action taken or omitted by it in good faith in conformity with this
paragraph.
(b) The Administrator shall not be liable to the Trust or CAM for any
action taken or omitted to be taken by the Administrator in connection with the
performance of any of its duties or obligations under this Agreement, and the
Trust shall indemnify the Administrator and hold it harmless from and against
all damages, liabilities, costs and expenses (including reasonable attorneys'
fees and amounts reasonably paid in settlement) incurred by the Administrator in
or by reason of any pending, threatened or contemplated action, suit,
investigation or other proceeding (including an action or suit by or in the
right of the Trust or its security holders) arising out of or otherwise based
upon any action actually or allegedly taken or omitted to be taken by the
Administrator in connection with the performance of any of its duties or
obligations under this Agreement; provided, however, that nothing contained
herein shall protect or be deemed to protect the Administrator against or
entitle or be deemed to entitle the Administrator to indemnification in respect
of any liability to CAM, the Trust or its security holders to which the
Administrator would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by reason of its
reckless disregard of its duties and obligations under this Agreement. Such
expenses shall be paid by the Trust in advance of the final disposition of such
matter upon invoice by the Administrator and receipt by the Trust of an
undertaking from the Administrator to repay such amounts if it shall ultimately
be established that the Administrator is not entitled to payment of such
expenses hereunder.
(c) As used in this Paragraph 3, the term "Administrator" shall include
any affiliates of the Administrator performing services for the Trust
contemplated hereby, and trustees, officers, agents and employees of the
Administrator or such affiliates.
4. Activities of the Administrator.
The services of the Administrator hereunder are not exclusive and nothing
in this Agreement shall limit or restrict the right of the Administrator to
engage in any other business or to render services of any kind to any other
corporation, firm, individual or association. The Administrator shall be deemed
to be an independent contractor, unless otherwise expressly provided or
authorized by this Agreement.
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5. Duration and termination of this Agreement.
This Agreement shall become effective as of the date on which the Trust's
Registration Statement on Form N-2 shall be declared effective by the SEC and
shall thereafter continue in effect unless terminated as herein provided. This
Agreement may be terminated by any party hereto (without penalty) at any time
upon not less than 60 days prior written notice to the other parties hereto.
6. Amendments of this Agreement.
This Agreement may be amended by the parties hereto only if such amendment
is specifically approved by the Board of Trustees of the Trust and such
amendment is set forth in a written instrument executed by each of the parties
hereto.
7. Governing Law.
This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware without reference to choice of law principles
thereof and in accordance with the Investment Company Act. In the case of any
conflict, the Investment Company Act shall control.
8. Counterparts.
This Agreement may be executed by the parties hereto in counterparts, and
if executed in more than one counterpart, the separate instruments shall
constitute one agreement.
9. Notices. Any notice or other communication required to be given in
writing pursuant to this Agreement shall be deemed duly given if delivered or
mailed by registered mail, postage prepaid, (1) to the Administrator at X.X. Xxx
0000, Xxxxxxxxx, Xxx Xxxxxx 00000-0000, Attention: Xxxxxx X. Xxxxx, (2) to CAM
at 0000 X. Xxxxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000-0000 Attention: General
Counsel, and to the Trust at 0000 X. Xxxxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx
00000-0000 Attention: Secretary.
10. Entire Agreement. This Agreement sets forth the agreement and
understanding of the parties hereto solely with respect to the matters covered
hereby and the relationship among CAM, the Trust and Princeton Administrators,
L.P. as Administrator. Nothing in this Agreement shall govern, restrict or limit
in any respect any other business dealings between the parties hereto unless
otherwise expressly provided herein.
11. No Assignment. This Agreement shall not be assigned by any party
without the prior written consent of the others, except that any party may
assign the agreement to another party if such assignment is to a party
controlling, controlled by or under common control with the assigning party.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND
By:
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Title:
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CALAMOS ASSET MANAGEMENT, INC.
By:
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Title:
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PRINCETON ADMINISTRATORS, L.P.
By:
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Title:
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