STOCK TRANSFER AGENCY AGREEMENT
Exhibit k.1
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”).
W I T N E S S E T H:
That for and in consideration of the mutual promises hereinafter set forth, the parties hereto
covenant and agree as follows:
ARTICLE I
DEFINITIONS
DEFINITIONS
Whenever used in this Agreement, the following words and phrases shall have the following
meanings:
1. “Business Day” shall be deemed to be each day on which the Bank is open for business.
2. “Certificate” shall mean any notice, instruction, or other instrument in writing,
authorized or required by this Agreement to be given to the Bank by the Customer which is signed by
any Officer, as hereinafter defined, and actually received by the Bank.
3. “Officer” shall be deemed to be the Customer’s Chief Executive Officer, President, any Vice
President, the Secretary, the Treasurer, the Controller, any Assistant Treasurer, and any Assistant
Secretary duly authorized by the Board of Directors of the Customer
to execute any Certificate, instruction, notice or other instrument on behalf of the Customer
and named in a Certificate, as such Certificate may be amended from time to time.
4. “Shares” shall mean all or any part of each class of the shares of capital stock of the
Customer which from time to time are authorized and/or issued by the Customer and identified in a
Certificate of the Secretary of the Customer under corporate seal, as such Certificate may be
amended from time to time, with respect to which the Bank is to act hereunder.
ARTICLE II
APPOINTMENT OF BANK
APPOINTMENT OF BANK
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1. The Customer hereby constitutes and appoints the Bank as its agent to perform the services
described herein and as more particularly described in Schedule I attached hereto (the “Services”),
and the Bank hereby accepts appointment as such agent and agrees to perform the Services in
accordance with the terms hereinafter set forth.
2. In connection with such appointment, the Customer shall deliver the following documents to
the Bank:
| (a) | A certified copy of the Certificate of Incorporation or other document evidencing the Customer’s form of organization (the “Charter”) and all amendments thereto; | ||
| (b) | A certified copy of the By-Laws of the Customer; | ||
| (c) | A certified copy of a resolution of the Board of Directors of the Customer appointing the Bank to perform the Services and authorizing the execution and delivery of this Agreement; | ||
| (d) | A Certificate signed by the Secretary of the Customer specifying: the number of authorized Shares, the number of such authorized Shares issued and currently outstanding, and the names and specimen signatures of all persons duly authorized by the Board of Directors of the Customer to execute any Certificate on behalf of the Customer, as such Certificate may be amended from time to time; | ||
| (e) | A Specimen Share certificate for each class of Shares in the form approved by the Board of Directors of the Customer, together with a Certificate signed by the Secretary of the Customer as to such approval and covenanting to supply a new such Certificate and specimen whenever such form shall change; | ||
| (f) | An opinion of counsel for the Customer, in a form satisfactory to the Bank, with respect to the validity of the authorized and outstanding Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non- assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable law or regulation (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor); | ||
| (g) | A list of the name, address, social security or taxpayer identification number of each Shareholder, number of Shares owned, certificate numbers, and whether any “stops” have been placed; and | ||
| (h) | An opinion of counsel for the Customer, in a form satisfactory to the Bank, with respect to the due authorization by the Customer and the validity and effectiveness of the use of facsimile signatures by the Bank in connection with the countersigning and registering of Share certificates of the Customer. |
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3. The Customer shall furnish the Bank with a sufficient supply of blank Share certificates
and from time to time will renew such supply upon request of the Bank. Such blank Share
certificates shall be properly signed, by facsimile or otherwise, by Officers of the Customer
authorized by law or by the By-Laws to sign Share certificates, and, if required, shall bear the
corporate seal or a facsimile thereof.
4. Customer acknowledges that the Bank is subject to the customer identification program
(“Customer Identification Program”) requirements under the USA PATRIOT Act and its implementing
regulations, and that the Bank must obtain, verify and record information that allows the Bank to
identify Customer. Accordingly, prior to opening an account hereunder the Bank may request
information (including but not limited to the Customer’s name, physical address, tax identification
number and other information) that will help the Bank to identify the organization such as
organizational documents, certificate of good standing, license to do business, or any other
information that will allow the Bank to identify Customer. Customer agrees that the Bank cannot
open an account hereunder unless and until the Bank verifies Customer’s identity in accordance with
its Customer Identification Program.
ARTICLE III
AUTHORIZATION AND ISSUANCE OF SHARES
AUTHORIZATION AND ISSUANCE OF SHARES
1. The Customer shall deliver to the Bank the following documents on or before the effective
date of any increase, decrease or other change in the total number of Shares authorized to be
issued:
| (a) | A certified copy of the amendment to the Charter giving effect to such increase, decrease or change; | ||
| (b) | An opinion of counsel for the Customer, in a form satisfactory to the Bank, with respect to the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulations (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor); and | ||
| (c) | In the case of an increase, if the appointment of the Bank was theretofore expressly limited, a certified copy of a resolution of the Board of Directors of the Customer increasing the authority of the Bank. |
2. Prior to the issuance of any additional Shares pursuant to stock dividends, stock splits or
otherwise, and prior to any reduction in the number of Shares outstanding, the Customer shall
deliver the following documents to the Bank:
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| (a) | A certified copy of the resolutions adopted by the Board of Directors and/or the shareholders of the Customer authorizing such issuance of additional Shares of the Customer or such reduction, as the case may be; | ||
| (b) | A certified copy of the order or consent of each governmental or regulatory authority required by law as a prerequisite to the issuance or reduction of such Shares, as the case may be, and an opinion of counsel for the Customer that no other order or consent is required; and | ||
| (c) | An opinion of counsel for the Customer, in a form satisfactory to the Bank, with respect to the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable law or regulation (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective, or, if exempt, the specific grounds therefor). |
ARTICLE IV
RECAPITALIZATION OR CAPITAL ADJUSTMENT
RECAPITALIZATION OR CAPITAL ADJUSTMENT
1. In the case of any negative stock split, recapitalization or other capital adjustment
requiring a change in the form of Share certificates, the Bank will issue Share certificates in the
new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon
receiving:
| (a) | A Certificate authorizing the issuance of Share certificates in the new form; | ||
| (b) | A certified copy of any amendment to the Charter with respect to the change; | ||
| (c) | Specimen Share certificates for each class of Shares in the new form approved by the Board of Directors of the Customer, with a Certificate signed by the Secretary of the Customer as to such approval; | ||
| (d) | A certified copy of the order or consent of each governmental or regulatory authority required by law as a prerequisite to the issuance of the Shares in the new form, and an opinion of counsel for the Customer that the order or consent of no other governmental or regulatory authority is required; and | ||
| (e) | An opinion of counsel for the Customer, in a form satisfactory to the Bank, with respect to the validity of the Shares in the new form, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable law or regulation (i.e., if subject to registration, that the Shares have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor). |
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2. The Customer shall furnish the Bank with a sufficient supply of blank Share certificates in
the new form, and from time to time will replenish such supply upon the request of the Bank. Such
blank Share certificates shall be properly signed, by facsimile or otherwise, by Officers of the
Customer authorized by law or by the By-Laws to sign Share certificates and, if required, shall
bear the corporate seal or a facsimile thereof.
ARTICLE V
ISSUANCE AND TRANSFER OF SHARES
ISSUANCE AND TRANSFER OF SHARES
1. The Bank will issue and transfer Shares in certificated form as follows:
(a) The Bank will issue Share certificates upon receipt of a Certificate from an Officer, but
shall not be required to issue Share certificates after it has received from an appropriate federal
or state authority written notification that the sale of Shares has been suspended or discontinued,
and the Bank shall be entitled to rely upon such written notification. The Bank shall not be
responsible for the payment of any original issue or other taxes required to be paid by the
Customer in connection with the issuance of any Shares.
(b) Shares will be transferred upon presentation to the Bank of Share certificates in form
deemed by the Bank properly endorsed for transfer, accompanied by such documents as the Bank deems
necessary to evidence the authority of the person making such transfer, and bearing satisfactory
evidence of the payment of applicable stock transfer taxes. In the case of small estates where no
administration is contemplated, the Bank may, when furnished with an appropriate surety bond, and
without further approval of the Customer, transfer Shares registered in the name of the decedent
where the current market value of the Shares being transferred does not exceed such amount as may
from time to time be prescribed by the various states. The Bank reserves the right to refuse to
transfer Shares until it is satisfied that the endorsements on Share certificates are valid and
genuine, and for that purpose it may require, unless otherwise instructed by an Officer of the
Customer, a guaranty of signature by an “eligible guarantor institution” meeting the requirements
of the Bank, which requirements include membership or participation in STAMP or such other
“signature guarantee program” as may be determined by the Bank in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The Bank also reserves the right to refuse to transfer Shares until it is
satisfied that the requested transfer is legally authorized, and it shall incur no liability for
the refusal in good faith to make transfers which the Bank, in its judgment, deems improper or
unauthorized, or until it is satisfied that there is no basis to any claims adverse to such
transfer. The Bank may, in effecting transfers of Shares, rely upon those provisions of the
Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code,
as the same may be amended from time to time, applicable to the transfer of securities, and the
Customer shall indemnify the Bank for any act done or omitted by it in good faith in reliance upon
such laws.
(c) All certificates representing Shares that are subject to restrictions on transfer
(e.g., securities acquired pursuant to an investment representation, securities held by
controlling persons, securities subject to stockholders’ agreement, etc.), shall be stamped with a
legend describing the extent and conditions of the restrictions or referring to the source of such
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restrictions. The Bank assumes no responsibility with respect to the transfer of restricted
securities where counsel for the Customer advises that such transfer may be properly effected.
2. The Bank will issue and transfer Shares in book-entry form as follows:
(a) Shares may be maintained by the Bank in book-entry form known as the “Direct Registration
System” (“DRS”) through the Profile Modification System (“Profile”). DRS is the system
administered by DTC pursuant to which the Bank may register the ownership of uncertificated Shares,
which ownership shall be evidenced by periodic statements issued by the Bank to the Registered
Owners entitled thereto. Upon issuance of Shares, the Shares of each Registered Owner will be
credited to the account of each such Registered Owner. The Registered Owner of Shares is referred
to herein as, or, if there are more than one Registered Owner of the same Shares, such Registered
Owners are collectively referred to herein as, the “Registered Owner”.
(b) Customer understands that Profile is a required feature of DRS. Profile allows a DTC
participant claiming to act on behalf of the Registered Owner of Shares, to direct the Bank to
register a transfer of such Shares to such DTC participant or its nominee without receipt by the
Bank of such prior written authorization from the Registered Owner to register such transfer.
(c) Customer understands the Bank will not verify, determine or otherwise ascertain that the
DTC participant which is claiming to be acting on behalf of a Registered Owner in requesting
registration of transfer and delivery described in subsection (b) has the actual authority to act
on behalf of the Registered Owner (notwithstanding any requirements under the Uniform Commercial
Code). For the avoidance of doubt, the provisions of Article VIII, Sections 5 and 6 shall apply to
the matters arising from the use of DRS/Profile System. The parties agree that the Bank’s reliance
on and compliance with instructions received by the Bank through the DRS/Profile System in
accordance with this Agreement, shall not constitute negligence or willful misconduct on the part
of the Bank.
ARTICLE VI
DIVIDENDS AND DISTRIBUTIONS
DIVIDENDS AND DISTRIBUTIONS
1. The Customer shall furnish to the Bank a copy of a resolution of its Board of Directors,
certified by the Secretary or any Assistant Secretary, either (i) setting forth the date of the
declaration of a dividend or distribution, the date of accrual or payment, as the case may be, the
record date as of which shareholders entitled to payment, or accrual, as the case may be, shall be
determined, the amount per Share of such dividend or distribution, the payment date on which all
previously accrued and unpaid dividends are to be paid, and the total amount, if any, payable to
the Bank on such payment date, or (ii) authorizing the declaration of dividends and distributions
on a periodic basis and authorizing the Bank to rely on a Certificate setting forth the information
described in subsection (i) of this paragraph.
2. Prior to the payment date specified in such Certificate or resolution, as the case may be,
the Customer shall, in the case of a cash dividend or distribution, pay to the Bank an amount of
cash, sufficient for the Bank to make the payment, specified in such Certificate or
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resolution, to the shareholders of record as of such payment date. The Bank will, upon receipt of any such cash,
(i) in the case of shareholders who are participants in a dividend reinvestment and/or cash
purchase plan of the Customer, reinvest such cash dividends or distributions in accordance with the
terms of such plan, and (ii) in the case of shareholders who are not participants in any such plan,
make payment of such cash dividends or distributions to the shareholders of record as of the record
date by mailing a check, payable to the registered shareholder, to the address of record or
dividend mailing address. The Bank shall not be liable for any improper payment made in accordance
with a Certificate or resolution described in the preceding paragraph. If the Bank shall not
receive sufficient cash prior to the payment date to make payments of any cash dividend or
distribution pursuant to subsections (i) and (ii) above to all shareholders of the Customer as of
the record date, the Bank shall, upon notifying the Customer, withhold payment to all shareholders
of the Customer as of the record date until sufficient cash is provided to the Bank.
3. It is understood that the Bank shall in no way be responsible for the determination of the
rate or form of dividends or distributions due to the shareholders.
4. It is understood that the Bank shall file such appropriate information returns concerning
the payment of dividends and distributions with the proper federal, state and local authorities as
are required by law to be filed by the Customer but shall in no way be responsible for the
collection or withholding of taxes due on such dividends or distributions due to shareholders,
except and only to the extent required of it by applicable law.
ARTICLE VII
CONCERNING THE CUSTOMER
CONCERNING THE CUSTOMER
1. The Customer shall promptly deliver to the Bank written notice of any change in the
Officers authorized to sign Share certificates, Certificates, notifications or requests, together
with a specimen signature of each new Officer. In the event any Officer who shall have signed
manually or whose facsimile signature shall have been affixed to
blank Share certificates shall die, resign or be removed prior to issuance of such Share certificates, the Bank may issue
such Share certificates as the Share certificates of the Customer notwithstanding such death,
resignation or removal, and the Customer shall promptly deliver to the Bank such approvals,
adoptions or ratifications as may be required by law.
2. Each copy of the Charter of the Customer and copies of all amendments thereto shall be
certified by the Secretary of State (or other appropriate official) of the state of incorporation,
and if such Charter and/or amendments are required by law also to be filed with a county or other
officer or official body, a certificate of such filing shall be filed with a certified copy
submitted to the Bank. Each copy of the By-Laws and copies of all amendments thereto, and copies
of resolutions of the Board of Directors of the Customer, shall be certified by the Secretary or an
Assistant Secretary of the Customer under the corporate seal.
3. Customer hereby represents and warrants:
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| (a) | It is a business trust duly organized and validly existing under the laws of Delaware. | ||
| (b) | This Agreement has been duly authorized, executed and delivered on its behalf and constitutes the legal, valid and binding obligation of Customer. The execution, delivery and performance of this Agreement by Customer do not and will not violate any applicable law or regulation and do not require the consent of any governmental or other regulatory body except for such consents and approvals as have been obtained and are in full force and effect. |
ARTICLE VIII
CONCERNING THE BANK
CONCERNING THE BANK
1. The Bank shall not be liable and shall be fully protected in acting upon any oral
instruction, writing or document reasonably believed by it to be genuine and to have been given,
signed or made by the proper person or persons and shall not be held to have any notice of any
change of authority of any person until receipt of written notice thereof from an Officer of the
Customer. It shall also be protected in processing Share certificates which it reasonably believes
to bear the proper manual or facsimile signatures of the duly authorized Officer or Officers of the
Customer and the proper countersignature of the Bank.
2. The Bank may establish such additional procedures, rules and regulations governing the
transfer or registration of Share certificates as it may deem advisable and consistent with such
rules and regulations generally adopted by bank transfer agents.
3. The Bank may keep such records as it deems advisable but not inconsistent with resolutions
adopted by the Board of Directors of the Customer. The Bank may deliver to the Customer from time
to time at its discretion, for safekeeping or disposition by the Customer in accordance with law,
such records, papers, Share certificates which have been cancelled in transfer or exchange and
other documents accumulated in the execution of its duties hereunder as the Bank may deem expedient, other than those which the Bank is itself required to maintain
pursuant to applicable laws and regulations, and the Customer shall assume all responsibility for
any failure thereafter to produce any record, paper, cancelled Share certificate or other document
so returned, if and when required. The records maintained by the Bank pursuant to this paragraph
which have not been previously delivered to the Customer pursuant to the foregoing provisions of
this paragraph shall be considered to be the property of the Customer, shall be made available upon
request for inspection by the Officers, employees and auditors of the Customer, and shall be
delivered to the Customer upon request and in any event upon the date of termination of this
Agreement, as specified in Article IX of this Agreement, in the form and manner kept by the Bank on
such date of termination or such earlier date as may be requested by the Customer.
4. The Bank may employ agents or attorneys-in-fact at the expense of the Customer, and shall
not be liable for any loss or expense arising out of, or in connection with, the actions or
omissions to act of its agents or attorneys-in-fact, so long as the Bank acts in good faith and
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without negligence or willful misconduct in connection with the selection of such agents or
attorneys-in-fact.
5. The Bank shall only be liable for any loss or damage arising out of its own negligence or
willful misconduct; provided, however, that the Bank shall not be liable for any indirect, special,
punitive or consequential damages.
6. The Customer shall indemnify and hold harmless the Bank from and against any and all claims
(whether with or without basis in fact or law), costs, demands, expenses and liabilities, including
reasonable attorney’s fees, which the Bank may sustain or incur or which may be asserted against
the Bank except for any liability which the Bank has assumed pursuant to the immediately preceding
section. The Bank shall be deemed not to have acted with negligence and not to have engaged in
willful misconduct by reason of or as a result of any action taken or omitted to be taken by the
Bank without its own negligence or willful misconduct in reliance upon (i) any provision of this
Agreement, (ii) any instrument, order or Share certificate reasonably believed by it to be genuine
and to be signed, countersigned or executed by any duly authorized Officer of the Customer, (iii)
any Certificate or other instructions of an Officer, (iv) any opinion of legal counsel for the
Customer or the Bank, or (v) any law, act, regulation or any interpretation of the same even though
such law, act, or regulation may thereafter have been altered, changed, amended or repealed.
Nothing contained herein shall limit or in any way impair the right of the Bank to indemnification
under any other provision of this Agreement.
7. Specifically, but not by way of limitation, the Customer shall indemnify and hold harmless
the Bank from and against any and all claims (whether with or without basis in fact or law), costs,
demands, expenses and liabilities, including reasonable attorney’s fees, of any and every nature
which the Bank may sustain or incur or which may be asserted against the Bank in connection with
the genuineness of a Share certificate, the Bank’s due authorization by the Customer to issue
Shares and the form and amount of authorized Shares.
8. The Bank shall not incur any liability hereunder if by reason of any act of God or war or
other circumstances beyond its control, it, or its employees, officers or directors shall be
prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of,
doing or performing any act or thing which by the terms of this Agreement it is provided shall be
done or performed or by reason of any nonperformance or delay, caused as aforesaid, in the
performance of any act or thing which by the terms of this Agreement it is provided shall or may be
done or performed.
9. In connection with the provision of services under this Agreement, the Customer may direct
the Bank to release information, including non — public personal information (“NPPI”), as defined
in Title V of the Gramm Xxxxx Xxxxxx Act and the regulations issued thereunder, including but not
limited to Regulation P of the Board of Governors of the Federal Reserve, to agents or other third
party service providers, including, without limitation, broker/dealers, custodians, and
depositories. In addition to the foregoing, Customer consents to the release of information,
including NPPI, to one or more providers of escheatment services for the purpose of escheatment of
unclaimed funds in accordance with the laws of the various states.
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The Bank shall not incur any liability for the release of information in accordance with the foregoing provisions; and to the
extent the Bank incurs any liability as a result of such release of information, the Customer shall
indemnify and hold the Bank harmless in accordance with Article VIII, Section 6, it being
understood that the release of such information shall not constitute negligence or willful
misconduct.
10. At any time the Bank may apply to an Officer of the Customer for written instructions with
respect to any matter arising in connection with the Bank’s duties and obligations under this
Agreement, and the Bank shall not be liable for any action taken or omitted to be taken by the Bank
in good faith in accordance with such instructions. Such application by the Bank for instructions
from an Officer of the Customer may, at the option of the Bank, set forth in writing any action
proposed to be taken or omitted to be taken by the Bank with respect to its duties or obligations
under this Agreement and the date on and/or after which such action shall be taken, and the Bank
shall not be liable for any action taken or omitted to be taken in accordance with a proposal
included in any such application on or after the date specified therein unless, prior to taking or
omitting to take any such action, the Bank has received written instructions in response to such
application specifying the action to be taken or omitted. The Bank may consult counsel to the
Customer or its own counsel, at the expense of the Customer, and shall be fully protected with
respect to anything done or omitted by it in good faith in accordance with the advice or opinion of
such counsel.
11. When mail is used for delivery of non-negotiable Share certificates, the value of which
does not exceed the limits of the Bank’s Mail Insurance coverage, the Bank shall send such
non-negotiable Share certificates by first class mail, and such deliveries will be covered while in
transit. Non-negotiable Share certificates, the value of which exceed the limits of the Bank’s
Mail Insurance policy, will be sent by registered courier and will be covered by either the Bank’s
Mail Insurance policy or the Blanket Bond while in transit. Negotiable Share certificates will be
sent by insured registered mail. The Bank shall advise the Customer of any Share certificates
returned as undeliverable after being mailed as herein provided for.
12. The Bank may issue new Share certificates in place of Share certificates represented to
have been lost, stolen or destroyed upon receiving instructions in writing from an Officer and
indemnity satisfactory to the Bank. Such instructions from the Customer shall be in such form as
approved by the Board of Directors of the Customer in accordance with applicable law or the By-Laws
of the Customer governing such matters. If the Bank receives written notification from the owner
of the lost, stolen or destroyed Share certificate within a reasonable time after he has notice of
it, the Bank shall promptly notify the Customer and shall act pursuant to written instructions
signed by an Officer. If the Customer receives such written notification from the owner of the
lost, stolen or destroyed Share certificate within a reasonable time after he has notice of it, the
Customer shall promptly notify the Bank and the Bank shall act pursuant to written instructions
signed by an Officer. The Bank shall not be liable for any act done or omitted by it pursuant to
the written instructions described herein. The Bank may issue new Share certificates in exchange
for, and upon surrender of, mutilated Share certificates.
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13. The Bank will issue and mail subscription warrants for Shares, Shares representing stock
dividends, exchanges or splits, or act as conversion agent upon receiving written instructions from
an Officer and such other documents as the Bank may deem necessary.
14. The Bank will supply shareholder lists to the Customer from time to time upon receiving a
request therefor from an Officer of the Customer.
15. In case of any requests or demands for the inspection of the shareholder records of the
Customer, the Bank will notify the Customer and endeavor to secure instructions from an Officer as
to such inspection. The Bank reserves the right, however, to exhibit the shareholder records to
any person whenever it is advised by its counsel that there is a reasonable likelihood that the
Bank will be held liable for the failure to exhibit the shareholder records to such person.
16. At the request of an Officer, the Bank will address and mail such appropriate notices to
shareholders as the Customer may direct.
17. Notwithstanding any provisions of this Agreement to the contrary, the Bank shall be under
no duty or obligation to inquire into, and shall not be liable for:
| (a) | The legality of the issue, sale or transfer of any Shares, the sufficiency of the amount to be received in connection therewith, or the authority of the Customer to request such issuance, sale or transfer; | ||
| (b) | The legality of the purchase of any Shares, the sufficiency of the amount to be paid in connection therewith, or the authority of the Customer to request such purchase; | ||
| (c) | The legality of the declaration of any dividend by the Customer, or the legality of the issue of any Shares in payment of any stock dividend; or | ||
| (d) | The legality of any recapitalization or readjustment of the Shares. |
18. The Bank shall be entitled to receive and the Customer hereby agrees to pay to the Bank
for its performance hereunder (i) Other Services expenses (as defined in Schedule I) (including
legal expenses and attorney’s fees) incurred in connection with this Agreement and its performance
hereunder, and (ii) the compensation for services as set forth in Schedule I.
19. The Bank shall not be responsible for any money, whether or not represented by any check,
draft or other instrument for the payment of money, received by it on behalf of the Customer, until
the Bank actually receives and collects such funds.
20. The Bank shall have no duties or responsibilities whatsoever except such duties and
responsibilities as are specifically set forth in this Agreement, and no covenant or obligation
shall be implied against the Bank in connection with this Agreement.
ARTICLE IX
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TERMINATION
Either of the parties hereto may terminate this Agreement by giving to the other party a
notice in writing specifying the date of such termination, which shall be not less than 60 days
after the date of receipt of such notice. In the event such notice is given by the Customer, it
shall be accompanied by a copy of a resolution of the Board of Directors of the Customer, certified
by its Secretary, electing to terminate this Agreement and designating a successor transfer agent
or transfer agents. In the event such notice is given by the Bank, the Customer shall, on or
before the termination date, deliver to the Bank a copy of a resolution of its Board of Directors
certified by its Secretary designating a successor transfer agent or transfer agents. In the
absence of such designation by the Customer, the Bank may designate a successor transfer agent. If
the Customer fails to designate a successor transfer agent and if the Bank is unable to find a
successor transfer agent, the Customer shall, upon the date specified in the notice of termination
of this Agreement and delivery of the records maintained hereunder, be deemed to be its own
transfer agent and the Bank shall thereafter be relieved of all duties and responsibilities
hereunder. Upon termination hereof, the Customer shall pay to the Bank such compensation as may be
due to the Bank as of the date of such termination, and shall reimburse the Bank for any
disbursements and expenses made or incurred by the Bank and payable or reimbursable hereunder.
ARTICLE X
MISCELLANEOUS
MISCELLANEOUS
1. The indemnities contained herein shall be continuing obligations of the Customer, its
successors and assigns, notwithstanding the termination of this Agreement.
2. Any notice or other instrument in writing, authorized or required by this Agreement to be
given to the Customer shall be sufficiently given if addressed to the Customer and mailed or
delivered to it at 0000 Xxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, or at such other place
as the Customer may from time to time designate in writing.
3. Any notice or other instrument in writing, authorized or required by this Agreement to be
given to the Bank shall be sufficiently given if addressed to the Bank and mailed or delivered to
it at its office at 000 Xxxxxxx Xxxxxx (00X), Xxx Xxxx, Xxx Xxxx 00000 or at such other place as
the Bank may from time to time designate in writing.
4. This Agreement may not be amended or modified in any manner except by a written agreement
duly authorized and executed by both parties. Any duly authorized Officer may amend any
Certificate naming individuals authorized to execute and deliver Certificates, instructions,
notices or other instruments (as attached hereto as Schedule I), and the Secretary or any Assistant
Secretary may amend any Certificate listing the Shares.
5. This Agreement shall extend to and shall be binding upon the parties hereto and their
respective successors and assigns; provided, however, that this Agreement shall not be assignable
by either party without the prior written consent of the other party; and provided, further, that
(a) the foregoing proviso shall not apply to assignments by the Bank to an affiliate
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or subsidiary of the Bank and (b) any reorganization, merger, consolidation, sale of assets or other form of
business combination by the Bank shall not be deemed to constitute an assignment of this Agreement.
6. This Agreement shall be governed by and construed in accordance with the laws of the State
of New York. The parties agree that, all actions and proceedings arising out of this Agreement or
any of the transactions contemplated hereby, shall be brought in the United States District Court
for the Southern District of New York or in a New York State Court in the County of New York and
that, in connection with any such action or proceeding, submit to the jurisdiction of, and venue
in, such court. Each of the parties hereto also irrevocably waives all right to trial by jury in
any action, proceeding or counterclaim arising out of this Agreement or the transactions
contemplated hereby.
7. This Agreement may be executed in any number of counterparts each of which shall be deemed
to be an original; but such counterparts, together, shall constitute only one instrument.
8. The provisions of this Agreement are intended to benefit only the Bank and the Customer,
and no rights shall be granted to any other person by virtue of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective corporate officers, thereunto duly authorized and their respective corporate seals to be
hereunto affixed, as of the day and year first above written.
[Signature Page Follows]
-14-
| EACH FUND, as identified on Schedule II as | ||||||||
| such may be amended from time to time | ||||||||
| By: CALAMOS ADVISORS LLC, as | ||||||||
| investment manager of such Fund | ||||||||
Attest: |
||||||||
| By: | ||||||||
| Xxxxxxx X. Xxxxxxx, Executive | Name: Xxxxx Vice President X. Xxxxxx, Xx. | |||||||
| Vice President, Chief Financial | Title: Executive Vice President, General | |||||||
| Officer and Treasurer | Counsel and Secretary and Secretary of each | |||||||
| Fund, as identified on Schedule II as such | ||||||||
| may be amended from time to time | ||||||||
| Attest: | THE BANK OF NEW YORK | |||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
SCHEDULE I
CERTIFICATE OF AUTHORIZED PERSONS
CERTIFICATE OF AUTHORIZED PERSONS
(The Fund — Oral and Written Instructions)
The undersigned hereby certifies that [he/she] is the duly elected and acting Assistant
Secretary of the funds and/or trusts listed below (each a “Fund” and collectively, the
“Funds”), and further certifies that the following individuals have been duly authorized by
the Funds to deliver the following procedures, as indicated, by either written or oral instructions
to The Bank of New York, as transfer agent (“Transfer Agent”) in connection with the
services provided to the Funds by the Transfer Agent pursuant to the Transfer Agent Agreement, as
amended from time to time, between each Fund and the Transfer Agent, and that the signatures
appearing opposite their names are true and correct.
Funds:
Calamos Advisors Trust
Calamos Investment Trust
Calamos Convertible Opportunities and Income Fund
Calamos Convertible and High Income Fund
Calamos Global Total Return Fund
Calamos Global Dynamic Income Fund
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, this Certificate of Authorized Persons is executed by the Assistant
Secretary of the Funds and hereby supersedes any previous Certificate of Authorized Persons or
similar authorization provided to the Custodian by the Funds.
| By: | ||||
| Title: Assistant Secretary | ||||
| Date: |
SCHEDULE II
with respect to the
AMENDED AND RESTATED STOCK TRANSFER AGENCY AGREEMENT
between
THE FUNDS
and
THE BANK OF NEW YORK
| Type of | State of | Taxpayer | ||||
| Customer Name | Organization | Organization | I.D. No. | |||
Calamos Convertible
Opportunities and
Income Fund
|
Business Trust | Delaware | 00-0000000 | |||
Calamos Strategic Total Return Fund |
Business Trust | Delaware | 00-0000000 | |||
Calamos Convertible and
High Income Fund
|
Business Trust | Delaware | 00-0000000 | |||
Calamos Global Total Return Fund |
Business Trust | Delaware | 00-0000000 | |||
Calamos Global Dynamic Income Fund |
Business Trust | Delaware | 00-0000000 |
AMENDED AND RESTATED STOCK TRANSFER AGENCY AGREEMENT
between
EACH ENTITY LISTED ON SCHEDULE II HERETO
and
THE BANK OF NEW YORK
Dated as of June 15, 2007
ACCOUNT NUMBER(S)
