FIDELITY BOND INSURANCE ALLOCATION AGREEMENT This Agreement is dated as of December 20, 2007 and is entered into by and among:
Exhibit 99.3
This Agreement is dated as of December 20, 2007 and is entered into by and among:
Calamos Advisors Trust
Calamos Convertible and High Income Fund
Calamos Convertible Opportunities and Income Fund
Calamos Global Total Return Fund
Calamos Investment Trust
Calamos Strategic Total Return Fund
Calamos Global Dynamic Income Fund
Calamos Advisors LLC (“Calamos Advisors”)
Calamos Asset Management, Inc.
Calamos Family Partners, Inc.
Calamos Financial Services LLC
Calamos Holdings LLC
Calamos Partners LLC
Calamos Profit Sharing 401(k) Plan
Calamos Wealth Management LLC
Calamos Global Opportunities Fund LP
Calamos Convertible and High Income Fund
Calamos Convertible Opportunities and Income Fund
Calamos Global Total Return Fund
Calamos Investment Trust
Calamos Strategic Total Return Fund
Calamos Global Dynamic Income Fund
Calamos Advisors LLC (“Calamos Advisors”)
Calamos Asset Management, Inc.
Calamos Family Partners, Inc.
Calamos Financial Services LLC
Calamos Holdings LLC
Calamos Partners LLC
Calamos Profit Sharing 401(k) Plan
Calamos Wealth Management LLC
Calamos Global Opportunities Fund LP
(each of such parties being referred to individually as a “Party” and collectively as the
"Parties”).
In order to obtain joint-insureds fidelity bond insurance under an insurance policy (the
"Policy”) on favorable terms, and in consideration of the mutual agreements set forth below, the
Parties agree as follows:
1. The Policy. The Parties agree to secure and maintain a Policy, which will insure each
Party and, if such Party is an investment company (an “investment company”) registered under the
Investment Company Act of 1940, as amended (the “Investment Company Act”), its respective
portfolios.
2. Primary Coverage. Each Party shall have “Primary Coverage” (i.e. minimum insured coverage)
under the Policy, under which they are insured, as set forth in the Schedule to this Agreement,
which Schedule may be amended from time to time by the Parties. Each Party who is an investment
company shall have Primary Coverage in an amount at least equal to the amount required by
applicable laws and regulations. This Agreement applies to the initial Policy and any future
insurance policy insuring the same Insureds, all as modified from time to time. Each Party shall
promptly take action to increase its Primary Coverage amount, which shall therefore increase the
total amount (i.e. limit of liability) of the Policy, whenever required to comply with applicable
federal statutes and regulations, including but not limited to Rule 17g-1 under the Investment
Company Act.
3. Definitions. As used in this Agreement, the following terms have the following meanings:
(a) “Agent” means Calamos Advisors or its successor, acting as agent for the Parties.
(b) “Commission” means the Securities and Exchange Commission.
(c) “Insured” means, a Party and, for investment companies, any portfolio of any Party
and “Insureds” means all Parties and all portfolios of the Parties.
(d) “Insured Loss” means a loss (including all related expenses) of an Insured that is
covered under the Policy (including any endorsement thereof) or that would be so covered but
for the exhaustion of the applicable limit of liability and any applicable deductible.
(e) “Policy Period” means the period from the initial effective date of the Policy
through the next succeeding anniversary date or the period from any anniversary date
subsequent to the initial effective date through the next succeeding anniversary date (or
any modification of such period as may be agreed to by the Parties and the insurer).
4. Allocation of Premiums. Each Party shall pay that portion of the Policy premium for any
Policy Period equal to (i) the underwriter’s estimate of relative cost to that Insured of a
single-insured policy providing coverage similar to such policy but in an amount equal to the
Primary Coverage allocated to that Insured under this Agreement, as such amount may be amended from
time to time, in relation to (ii) the aggregate of the cost to all Insureds of such single-insured
policies.
5. Allocation of Coverages. The Policy is a “claims made” policy. Proceeds paid under the
Policy shall be allocated among the Insureds as follows.
(a) Coverage Sufficient for All Insured Losses. If the aggregate Insured Losses of all
Insureds relating to claims with respect to a particular Policy Period are covered by
proceeds of the Policy for that Policy Period, such proceeds shall be allocated among the
Insureds according to their respective Insured Losses.
(b) Allocation of Insufficient Coverage. If the aggregate Insured Losses of all
Insureds relating to claims with respect to a particular Policy Period exceed the aggregate
proceeds of the Policy for Insured Losses for that Policy Period, such proceeds shall be
first allocated among the Insureds who sustained such losses in proportion to their
respective Primary Coverages; and if, after such initial allocation, there are remaining
proceeds for Insured Losses relating to that Policy Period, such remaining proceeds shall be
further allocated among such Insureds whose Insured Losses have not yet been paid in
proportion to such respective Primary Coverages of those Insureds (repeating this further
allocation procedure until all of such proceeds have been allocated).
(c) Reallocation. If all Insured Losses relating to a Policy Period under the Policy
are not paid at the same time, the Insureds who claim such Insured Losses for that Policy
Period shall make such provisions as they deem suitable to the particular circumstances
(taking into account the size of any payments received, the size, nature and expected result
of any remaining claims, and all other relevant factors) to permit a later reallocation of
amounts first paid in accordance with this section 5.
6. Notices. Each Insured agrees promptly to give to the Insurer all notices required under
the Policy.
7. Agent. The Agent is hereby appointed as the agent for the Insureds for the purposes of
seeking, negotiating and obtaining the Policy and of making, adjusting, receiving and enforcing
payment of all claims under the Policy and otherwise dealing with the insurer with respect to the
Policy. All expenses incurred by the Agent in its capacity as agent for claims shall be shared by
the Parties and their respective Insureds on whose behalf the expenses were incurred in proportion
to their Insured Losses.
8. Notification of Agent. Each Party shall promptly notify the Agent in writing of any
circumstance that may give rise to a claim by such Party or its Insureds under the Policy.
9. Filing with the Commission. Each Party, as required by Rule 17g-1 under Section 17(g) of
the Investment Company Act of 1940, shall file a copy of this Agreement and any amendment hereto
with the Commission.
10. Modification and Termination. This Agreement may be modified or amended from time to time
by mutual written agreement among the Parties. It shall terminate with respect to any Insured as
of the date such Insured ceases to be an insured under the Policy; provided that such termination
shall not affect that Insured’s rights and obligations hereunder with respect to any claims or
Insured Losses relating to a period when that Insured was insured under the Policy. This Agreement
may be terminated by either Party by written notice to the other Party given not less than 60 days
prior to the date specified for termination.
11. Prior Agreements. This Agreement shall supersede any prior agreement among the Parties
relating to the allocation of premiums and coverage under any joint-insured policy bond providing
fidelity coverage, and any such agreement is hereby terminated.
12. Further Assurances. Each Party agrees to perform such further acts and execute such
further documents as are necessary to effect the purposes hereof.
[Signature Page follows]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed.
CALAMOS ADVISORS TRUST | CALAMOS ASSET MANAGEMENT, INC. | |||||
By:
|
/s/ Xxxxxx Xxxxx | By: | /s/ Xxxxxx X. Xxxxx | |||
Name:
|
Xxxxxx Xxxxx | Name: | Xxxxxx X. Xxxxx | |||
Title:
|
Secretary | Title: | Senior Vice President, | |||
Director of Operations | ||||||
CALAMOS INVESTMENT TRUST
|
CALAMOS FAMILY PARTNERS, INC. | |||||
By:
|
/s/ Xxxxxx Xxxxx | By: | /s/ Xxxxxx X. Xxxxx | |||
Name:
|
Xxxxxx Xxxxx | Name: | Xxxxxx X. Xxxxx | |||
Title:
|
Secretary | Title: | Senior Vice President, | |||
Director of Operations | ||||||
CALAMOS CONVERTIBLE AND HIGH INCOME FUND
|
CALAMOS FINANCIAL SERVICES LLC | |||||
By:
|
/s/ Xxxxxx Xxxxx | By: | /s/ Xxxxxx X. Xxxxx | |||
Name:
|
Xxxxxx Xxxxx | Name: | Xxxxxx X. Xxxxx | |||
Title:
|
Secretary | Title: | Senior Vice President, | |||
Director of Operations | ||||||
CALAMOS CONVERTIBLE
OPPORTUNITIES AND INCOME FUND |
CALAMOS HOLDINGS LLC | |||||
By:
|
/s/ Xxxxxx Xxxxx | By: | /s/ Xxxxxx X. Xxxxx | |||
Name:
|
Xxxxxx Xxxxx | Name: | Xxxxxx X. Xxxxx | |||
Title:
|
Secretary | Title: | Senior Vice President, | |||
Director of Operations | ||||||
CALAMOS GLOBAL TOTAL
RETURN FUND
|
CALAMOS PARTNERS LLC | |||||
By:
|
/s/ Xxxxxx Xxxxx | By: | /s/ Xxxxxx X. Xxxxx | |||
Name:
|
Xxxxxx Xxxxx | Name: | Xxxxxx X. Xxxxx | |||
Title:
|
Secretary: | Title: | Senior Vice President, | |||
Director of Operations | ||||||
CALAMOS STRATEGIC TOTAL
TOTAL REFUND
|
CALAMOS PROFIT SHARING 401(K) PLAN | |||||
By:
|
/s/ Xxxxxx Xxxxx | By: | /s/ Xxxxxx X. Xxxxx | |||
Name:
|
Xxxxxx Xxxxx | Name: | Xxxxxx X. Xxxxx | |||
Title:
|
Secretary | Title: | Senior Vice President, | |||
Director of Operations |
CALAMOS ADVISORS LLC
|
CALAMOS GLOBAL DYNAMIC INCOME FUND | |||||
By:
|
/s/ Xxxxxx X. Xxxxx | By: | /s/ Xxxxxx Xxxxx | |||
Name:
|
Xxxxxx X. Xxxxx | Name: | Xxxxxx Xxxxx | |||
Title:
|
Senior Vice President, | Title: | Secretary | |||
Director of Operationis | ||||||
CALAMOS WEALTH MANAGEMENT LLC
|
CALAMOS ADVISORS LLC, signing on behalf of CALAMOS GLOBAL OPPORTUNITIES FUND LP, as Investment Adviser | |||||
By:
|
/s/ Xxxxx X. Xxxx | By: | /s/ Xxxxxx X. Xxxxx | |||
Name:
|
Xxxxx X. Xxxx | Name: | Xxxxxx X. Xxxxx | |||
Title:
|
President | Title: | Senior Vice President, | |||
Director of Operations |
SCHEDULE TO FIDELITY BOND INSURANCE ALLOCATION AGREEMENT
DATED AS OF December 20, 2007
DATED AS OF December 20, 2007
Party | Primary Coverage | |||
Calamos Advisors Trust |
$ | 350,000 | ||
Calamos Investment Trust |
2,500,000 | |||
Calamos Convertible and High Income Fund |
1,250,000 | |||
Calamos Convertible Opportunities and Income Fund |
1,500,000 | |||
Calamos Global Total Return Fund |
600,000 | |||
Calamos Strategic Total Return Fund |
2,300,000 | |||
Calamos Global Dynamic Income Fund |
1,250,000 | |||
Calamos Advisors LLC |
250,000 | |||
Calamos Asset Management, Inc. |
50,000 | |||
Calamos Family Partners, Inc. |
50,000 | |||
Calamos Financial Services LLC |
125,000 | |||
Calamos Holdings LLC |
125,000 | |||
Calamos Partners LLC |
125,000 | |||
Calamos Profit Sharing 401(k) Plan |
125,000 | |||
Calamos Wealth Management LLC |
140,000 | |||
Calamos Global Opportunities Fund LP |
135,000 | |||
Total |
$ | 10,875,000 |