Exhibit 9.1
Investment Company Services Agreement
This Agreement, dated as of the ________ day of ________________________,
1997, made by and between Calamos Investment Trust, (the "Trust"), a business
trust operating as an open-end, management investment company registered under
the Investment Company Act of 1940, as amended (the "Act"), duly organized and
existing under the laws of the Commonwealth of Massachusetts, and FPS Services,
Inc. ("FPS"), a corporation duly organized under the laws of the State of
Delaware (collectively, the "Parties").
Witnesseth That:
Whereas, the Trust is authorized by its Trust Instrument to issue separate
series of shares representing interests in separate investment portfolios which
are identified on Schedule "C" attached hereto, and which Schedule "C" may be
amended from time to time by mutual agreement of the Trust and FPS; and
Whereas, the Parties desire to enter into an agreement whereby FPS will
provide the services to the Trust as specified herein and set forth in
particular in Schedule "A" which is attached hereto and made a part hereof.
Now Therefore, in consideration of the premises and mutual covenants
contained herein, and in exchange of good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the Parties hereto,
intending to be legally bound, do hereby agree as follows:
General Provisions
Section 1. Appointment. The Trust hereby appoints FPS as servicing agent
and FPS hereby accepts such appointment. In order that FPS may perform its
duties under the terms of this Agreement, the Board of Trustees of the Trust
shall direct the officers, investment adviser, legal counsel, independent
accountants and custodian of the Trust to cooperate fully with FPS and, upon
request of FPS, to provide such information, documents and advice relating to
the Trust which FPS requires to execute its responsibilities hereunder. In
connection with its duties, FPS shall be entitled to rely, and will be held
harmless by the Trust when acting in reasonable reliance, upon any instruction,
advice or document relating to the Trust as provided to FPS by any of the
aforementioned persons on behalf of the Trust. All fees charged by any such
persons acting on behalf of the Trust will be deemed an expense of the Trust.
Any services performed by FPS under this Agreement will conform to the
requirements of:
(a) the provisions of the Act and the Securities Act of 1933, as amended,
and any rules
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or regulations in force thereunder;
(b) any other applicable provision of state and federal law;
(c) the provisions of the Trust Instrument and the By-Laws as amended from
time to time and delivered to FPS;
(d) any policies and determinations of the Board of Trustees of the Trust
which are communicated to FPS; and
(e) the policies of the Trust as reflected in the Trust' s registration
statement as filed with the U.S. Securities and Exchange Commission.
Nothing in this Agreement will prevent FPS or any officer thereof from
providing the same or comparable services for or with any other person, firm or
corporation. While the services supplied to the Trust may be different than
those supplied to other persons, firms or corporations, FPS will provide the
Trust equitable treatment in supplying services. The Trust recognizes that it
will not receive preferential treatment from FPS as compared with the treatment
provided to other FPS clients.
Section 2. Duties and Obligations of FPS.
Subject to the provisions of this Agreement, FPS will provide to the Trust
the specific services as set forth in Schedule "A" attached hereto.
Section 3. Definitions. For purposes of this Agreement:
"Certificate" will mean any notice, instruction, or other instrument in
writing, authorized or required by this Agreement. To be effective, such
Certificate shall be given to and received by the custodian and shall be signed
on behalf of the Trust by any two of its designated officers, and the term
Certificate shall also include instructions communicated to the custodian by
FPS.
"Custodian" will refer to that agent which provides safekeeping of the
assets of the Trust.
"Instructions" will mean communications containing instructions transmitted
by electronic or telecommunications media including, but not limited to,
Industry Standardization for Institutional Trade Communications ("I.S.I.T.C."),
computer-to-computer interface, dedicated transmission line, facsimile
transmission (which may be signed by an officer or unsigned) and tested telex.
"Oral Instruction" will mean an authorization, instruction, approval, item
or set of data, or information of any kind transmitted to FPS in person or by
telephone, telegram, telecopy or other mechanical or documentary means lacking
original signature, by a person or persons reasonably
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identified to FPS to be a person or persons so authorized by a resolution of the
Board of Trustees of the Trust to give Oral Instructions to FPS on behalf of the
Trust.
"Shareholders" will mean the registered owners of the shares of the Trust
in accordance with the share registry records maintained by FPS for the Trust.
"Shares" will mean the issued and outstanding shares of the Trust.
"Signature Guarantee" will mean the guarantee of signatures by an "eligible
guarantor institution" as defined in Rule 17Ad-15 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Eligible guarantor institutions
include banks, brokers, dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and savings associations.
Broker-dealers guaranteeing signatures must be members of a clearing corporation
or maintain net capital of at least $100,000. Signature guarantees will be
accepted from any eligible guarantor institution which participates in a
signature guarantee program.
"Written Instruction" will mean an authorization, instruction, approval,
item or set of data or information of any kind transmitted to FPS in an original
writing containing an original signature or a copy of such document transmitted
by telecopy including transmission of such signature reasonably identified to
FPS to be the signature of a person or persons so authorized by a resolution of
the Board of Trustees of the Trust, or so identified by the Trust to give
Written Instructions to FPS on behalf of the Trust.
Concerning Oral and Written Instructions. For all purposes under this
Agreement, FPS is authorized to act upon receipt of the first of any
Written or Oral Instruction it receives from the Trust or its agents. In
cases where the first instruction is an Oral Instruction that is not in the
form of a document or written record, a confirmatory Written Instruction or
Oral Instruction in the form of a document or written record shall be
delivered. In cases where FPS receives an Instruction, whether Written or
Oral, to enter a portfolio transaction onto the Trust' records, the Trust
shall cause the broker/dealer executing such transaction to send a written
confirmation to the Custodian.
FPS shall be entitled to rely on the first Instruction received. For any
act or omission undertaken by FPS in compliance therewith, it shall be free
of liability and fully indemnified and held harmless by the Trust, provided
however, that in the event a Written or Oral Instruction received by FPS is
countermanded by a subsequent Written or Oral Instruction received prior to
acting upon such countermanded Instruction, FPS shall act upon such
subsequent Written or Oral Instruction. The sole obligation of FPS with
respect to any follow-up or confirmatory Written
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Instruction, Oral Instruction in documentary or written form shall be to
make reasonable efforts to detect any such discrepancy between the original
Instruction and such confirmation and to report such discrepancy to the
Trust. The Trust shall be responsible and bear the expense of its taking
any action, including any reprocessing, necessary to correct any such
discrepancy or error. To the extent such action requires FPS to act, the
Trust shall give FPS specific Written Instruction as to the action
required.
The Trust will file with FPS a certified copy of each resolution of the
Trust's Board of Trustees authorizing execution of Written Instructions or the
transmittal of Oral Instructions as provided above.
Section 4. Indemnification.
(a) FPS, its directors, officers, employees, shareholders, and agents will
be liable for any loss suffered by the Trust resulting from the willful
misfeasance, bad faith, negligence or reckless disregard on the part of FPS in
the performance of its obligations and duties under this Agreement.
(b) Any director, officer, employee, shareholder or agent of FPS, who may
be or become an officer, director, employee or agent of the Trust, will be
deemed, when rendering services to the Trust, or acting on any business of the
Trust (other than services or business in connection with FPS' duties
hereunder), to be rendering such services to or acting solely for the Trust and
not as a director, officer, employee, shareholder or agent of, or under the
control or direction of FPS even though such person may be receiving
compensation from FPS.
(c) The Trust agree to indemnify and hold FPS harmless, together with its
directors, officers, employees, shareholders and agents from and against any and
all claims, demands, expenses and liabilities (whether with or without basis in
fact or law) of any and every nature which FPS may sustain or incur or which may
be asserted against FPS by any person by reason of, or as a result of:
(i) any action taken or omitted to be taken by FPS in reliance upon
any Certificate, instrument, order or stock certificate or other document
reasonably believed by FPS to be genuine and signed, countersigned or executed
by any duly authorized person, upon the Oral Instructions or Written
Instructions of an authorized person of the Trust, or upon the written opinion
of legal counsel for the Trust or FPS; or
(ii) the offer or sale of shares of the Trust to any person, natural
or otherwise, which is in violation of any state or federal law (unless such
violation was caused by the negligence or
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misconduct of FPS or its' employees or agents).
(d) If a claim is made against FPS as to which FPS may seek indemnity under
this Section, FPS will notify the Trust promptly after receipt of any written
assertion of such claim threatening to institute an action or proceeding with
respect thereto and will notify the Trust promptly of any action commenced
against FPS within ten (10) days after FPS has been served with a summons or
other legal process. Failure to notify the Trust will not, however, relieve the
Trust from any liability which it may have on account of the indemnity under
this Section so long as the Trust has not been prejudiced in any material
respect by such failure.
(e) The Trust and FPS will cooperate in the control of the defense of any
action, suit or proceeding in which FPS is involved and for which indemnity is
being provided by the Trust to FPS. The Trust may negotiate the settlement of
any action, suit or proceeding subject to FPS' approval, which will not be
unreasonably withheld. FPS reserves the right, but not the obligation, to
participate in the defense or settlement of a claim, action or proceeding with
its own counsel. Reasonable costs or expenses incurred by FPS in connection
with, or as a result of, such participation will be borne solely by the Trust
if:
(i) FPS has received an opinion of counsel from counsel to the Trust
stating that the use of counsel to the Trust by FPS would present an
impermissible conflict of interest;
(ii) the defendants in, or targets of, any such action or proceeding
include both FPS and the Trust, and legal counsel to FPS has reasonably
concluded that there are legal defenses available to it which are different from
or additional to those available to the Trust or which may be adverse to or
inconsistent with defenses available to the Trust (in which case the Trust will
not have the right to direct the defense of such action on behalf of FPS); or
(iii) the Trust authorize FPS to employ separate counsel at the
expense of the Trust.
(f) The terms of this Section will survive the termination of this
Agreement.
Section 5. Representations and Warranties.
(a) FPS represents and warrants that:
(i) it is a corporation duly organized and existing and in good
standing under the laws of Delaware;
(ii) it is empowered under applicable laws and by its Certificate of
Incorporation and By-Laws to enter into and perform this Agreement;
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(iii) all requisite corporate proceedings have been taken to authorize
FPS to enter into and perform this Agreement;
(iv) it has and will continue to have, access to the facilities,
personnel and equipment required to fully perform its duties and obligations
hereunder;
(v) no legal or administrative proceeding have been instituted or
threatened which would impair FPS's ability to perform its duties and
obligations under this Agreement;
(vi) its entrance into this Agreement shall not cause a material
breach of, or be in material conflict with, any other agreement or obligation of
FPS or any law or regulation applicable to it;
(vii) it is registered as a transfer agent under Section 17A(c)(2) of
the Exchange Act;
(viii) this Agreement has been duly authorized by FPS, and when
executed and delivered, will constitute the valid, legal and binding obligation
of FPS, enforceable in accordance with its terms.
(b) The Trust represents and warrants that:
(i) it is a business trust duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts;
(ii) it is empowered under applicable laws and by its Trust Instrument
and By-Laws to enter into and perform this Agreement;
(iii) all requisite proceedings have been taken to authorize the
Trust to enter into and perform this Agreement;
(iv) no legal or administrative proceedings have been instituted or
threatened which would impair the Trust's ability to perform its duties and
obligations under this Agreement;
(v) the Trust's entrance into this Agreement shall not cause a
material breach of, or be in material conflict with, any other agreement or
obligations of the Trust, or any law or regulation applicable to either;
(vi) the Shares are properly registered or otherwise authorized for
issuance and sale;
(vii) this Agreement has been duly authorized by the Trust and, when
executed and delivered, will constitute the valid, legal and binding obligation
of the Trust, enforceable in accordance with its terms.
(c) Delivery of Documents
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The Trust will furnish or cause to be furnished to FPS the following
documents;
(i) current Prospectus and Statement of Additional Information;
(ii) most recent Annual Report;
(iii) most recent Semi-Annual Report for registered investment
companies on Form N-SAR;
(iv) certified copies of resolutions of the Trust's Board of Trustees
authorizing the execution of Written Instructions or the transmittal of Oral
Instructions and those persons authorized to give those Instructions.
(d) Record Keeping and Other Information
FPS will create and maintain all records required of it pursuant to its
duties hereunder and as set forth in Schedule "A" in accordance with all
applicable laws, rules and regulations, including records required by Section
31(a) of the Act. All such records will be the property of the Trust and will be
available during regular business hours for inspection, copying and use by the
Trust. Where applicable, such records will be maintained by FPS for the periods
and in the places required by Rule 31a-2 under the Act. Upon termination of
this Agreement, FPS will deliver all such records (in machine-readable form if
maintained in that form) to the Trust or such person as the Trust may designate.
In case of any request or demand for the inspection of the Share records of
the Trust, FPS shall notify the Trust and secure instructions as to permitting
or refusing such inspection. FPS may, however, exhibit such records to any
person in any case where it is advised by its counsel that it may be held liable
for failure to do so.
Section 6. Compensation. The Trust agrees to pay FPS compensation for
its services, and to reimburse it for expenses, at the rates, times, manner and
amounts as set forth in Schedule "B" attached hereto and incorporated herein by
reference, and as will be set forth in any amendments to such Schedule "B"
agreed upon in writing by the Parties. Upon receipt of an invoice therefor, FPS
is authorized to collect such fees by debiting the Trust's custody account. In
addition, the Trust agrees to reimburse FPS for any out-of-pocket expenses paid
by FPS on behalf of the Trust within the ten (10) calendar days of the Trust's
receipt of an invoice therefor.
For the purpose of determining fees payable to FPS, the value of the
Trust's net assets will be computed at the times and in the manner specified in
the Trust's Prospectuses and Statements of Additional Information then in
effect.
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During the term of this Agreement, should the Trust seek services or
functions in addition to those outlined below or in Schedule "A" attached
hereto, a written amendment to this Agreement specifying the additional services
and corresponding compensation will be executed by the Parties.
Section 7. Days of Operation. Nothing contained in this Agreement is
intended to or will require FPS, in any capacity hereunder, to perform any
functions or duties on any day on which the New York Stock Exchange ("NYSE") is
closed for regular session trading. Functions or duties normally scheduled to
be performed on such days will be performed on, and as of, the next succeeding
business day on which the NYSE is open. Notwithstanding the foregoing, FPS will
compute the net asset value of the Trust on each day required pursuant to Rule
22c-1 promulgated under the Act.
Section 8. Acts of God, etc. FPS will not be liable or responsible for
delays or errors caused by acts of God or by reason of circumstances beyond its
control, including acts of civil or military authority, national emergencies,
labor difficulties, mechanical breakdown, insurrection, war, riots, or failure
or unavailability of transportation, communication or power supply, fire, flood
or other catastrophe.
In the event of equipment failures beyond FPS' control, FPS will, at no
additional expense to the Trust, take reasonable steps to minimize service
interruptions but will have no liability with respect thereto. The foregoing
obligation will not extend to computer terminals located outside of premises
maintained by FPS. FPS has entered into and maintains in effect agreements
making reasonable provision for emergency use of electronic data processing
equipment to the extent appropriate equipment is available.
Section 9. Inspection and Ownership of Records. In the event that any
request or demand for the inspection of the records of the Trust, FPS will use
its best efforts to notify the Trust and to secure instructions as to permitting
or refusing such inspection. FPS may, however, make such records available for
inspection to any person in any case where it is advised in writing by its
counsel that it may be held liable for failure to do so after notice to the
Trust.
FPS recognizes that the records it maintains for the Trust are the property
of the Trust and will be surrendered to the Trust upon written notice to FPS as
outlined under Section 10(c) below and the payment in advance of any fees owed
to FPS. FPS agrees to maintain the records and all other information of the
Trust in a confidential manner and will not use such information for any purpose
other than the performance of FPS' duties under this Agreement.
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Section 10. Duration and Termination.
(a) The initial term of this Agreement will be for the period of five (5)
years, commencing on the date hereinabove first written (the "Effective Date")
and will continue thereafter subject to termination by either Party as set forth
in subsection (c) below.
(b) The fee schedules set forth in Schedule "B" attached hereto will be
fixed for five (5) years commencing on the Effective Date of this Agreement and
will continue thereafter subject to their review and any adjustment.
(c) A Party may give written notice to the other (the day on which the
notice is received by the Party against which the notice is made shall be the
"Notice Date") of a date on or after the expiration of the initial term of this
Agreement on which this Agreement shall be terminated ("Termination Date"). The
Termination Date shall be set on a day not less than one hundred eighty (180)
days after the Notice Date. The period of time between the Notice Date and the
Termination Date is hereby identified as the "Notice Period". Any time up to,
but not later than ninety (90) days prior to the Termination Date, the Trust
will pay to FPS such compensation as may be due as of the Termination Date and
will likewise reimburse FPS for any out-of-pocket expenses and disbursements
reasonably incurred or expected to by incurred by FPS up to and including the
Termination Date.
(d) In connection with the termination of this Agreement, if a successor to
any of FPS' duties or responsibilities under this Agreement is designated by the
Trust by written notice to FPS, FPS will promptly, on the Termination Date and
upon receipt by FPS of any payments owed to it as set forth in Section 10.(c)
above, transfer to the successor, at the Trust' expense, all records which
belong to the Trust and will provide appropriate, reasonable and professional
cooperation in transferring such records to the named successor.
(e) Should the Trust desire to move any of the services outlined in this
Agreement to a successor service provider prior to the Termination Date, FPS
shall make a good faith effort to facilitate the conversion on such prior date,
however, there can be no guarantee that FPS will be able to facilitate a
conversion of services prior to the end of the Notice Period. Should services
be converted to a successor service provider prior to the end of the Notice
Period, or if the Trust is liquidated or all of its assets merged or purchased
or the like with another entity, payment of fees to FPS shall be accelerated to
a date prior to the conversion or termination of services and calculated as if
the services had remained at FPS until the expiration of the Notice Period and
calculated at the
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asset levels on the Notice Date.
(f) Notwithstanding the foregoing, this Agreement may be terminated at any
time by either Party in the event of a material breach by the other Party
provided that such breach shall have remained unremedied for sixty (60) days or
more after receipt of written specification thereof.
Section 11. Rights of Ownership. All computer programs and procedures
developed to perform services required to be provided by FPS under this
Agreement are the property of FPS. All records and other data except such
computer programs and procedures are the exclusive property of the Trust and all
such other records and data will be furnished to the Trust in appropriate form
as soon as practicable after termination of this Agreement for any reason.
Section 12. Amendments to Documents. The Trust will furnish FPS written
copies of any amendments to, or changes in, the Trust Instrument or By-Laws, and
the Prospectus or Statement of Additional Information in a reasonable time prior
to such amendments or changes becoming effective. In addition, the Trust agrees
that no amendments will be made to the Prospectus or Statement of Additional
Information of the Trust which might have the effect of changing the procedures
employed by FPS in providing the services agreed to hereunder or which amendment
might affect the duties of FPS hereunder unless the Trust first obtains FPS'
approval of such amendments or changes.
Section 13. Confidentiality. Both Parties hereto agree that any non-
public information obtained hereunder concerning the other Party is confidential
and may not be disclosed to any other person without the consent of the other
Party, except as may be required by applicable law or at the request of the U.S.
Securities and Exchange Commission or other governmental agency. FPS agrees
that it will not use any non-public information for any purpose other than
performance of its duties or obligations hereunder. The obligations of the
Parties under this Section will survive the termination of this Agreement. The
Parties further agree that a breach of this Section would irreparably damage the
other Party and accordingly agree that each of them is entitled, without bond or
other security, to an injunction or injunctions to prevent breaches of this
provision.
Section 14. Notices. Except as otherwise provided in this Agreement, any
notice or other communication required by or permitted to be given in connection
with this Agreement will be in writing, and will be delivered in person or sent
by first class mail, postage prepaid or by prepaid overnight delivery service to
the respective parties as follows:
If to the Trust: If to FPS:
---------------- ----------
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Calamos Investment Trust FPS Services, Inc.
0000 Xxxx Xxxxxxxxxxx Xxxx 0000 Xxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000 King of Prussia, PA 19406-0903
Attention: Xxxx X. Xxxxxxx Attention: Xxxxxxx X. Xxxxx
President President
Section 15. Amendment. No provision of this Agreement may be amended or
modified in any manner except by a written agreement properly authorized and
executed by FPS and the Trust. This Agreement may be amended from time to time
by supplemental agreement executed by the Trust and FPS and the compensation
stated in Schedule "B" attached hereto may be adjusted accordingly as mutually
agreed upon.
Section 16. Authorization. The Parties represent and warrant to each
other that the execution and delivery of this Agreement by the undersigned
officer of each Party has been duly and validly authorized; and when duly
executed, this Agreement will constitute a valid and legally binding enforceable
obligation of each Party.
Section 17. Counterparts. This Agreement may be executed in two or more
counterparts, each of which when so executed will be deemed to be an original,
but such counterparts will together constitute but one and the same instrument.
Section 18. Assignment. This Agreement will extend to and be binding upon
the Parties hereto and their respective successors and assigns; provided,
however, that this Agreement will not be assignable by the Trust without the
written consent of FPS or by FPS without the written consent of the Trust, which
consent be authorized or approved by a resolution by its respective Boards of
Trustees.
Section 19. Governing Law. This Agreement will be governed by the laws of
the Commonwealth of Massachusetts and the exclusive venue of any action arising
under this Agreement will be Xxxxxxxxxx County, Commonwealth of Pennsylvania.
Section 20. Severability. If any part, term or provision of this
Agreement is held by any court to be illegal, in conflict with any law or
otherwise invalid, the remaining portion or portions will be considered
severable and not be affected and the rights and obligations of the parties will
be construed and enforced as if the Agreement did not contain the particular
part, term or provision held to be illegal or invalid, provided that the basic
agreement is not thereby materially impaired.
In Witness Whereof, the Parties hereto have caused this Agreement
consisting of twelve (12) typewritten pages, together with Schedules "X," "X"
and "C", to be signed by their duly
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authorized officers as of the day and year first above written.
Calamos Investment Trust
------------------------ FPS Services, Inc.
------------------
By: _______________________________
Xxxx X. Xxxxxxx, President By: __________________________________
Xxxxxxx X. Xxxxx, President
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Schedule "A"
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Services to be Provided by FPS Services, Inc.
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FPS Services, Inc. ("FPS") will (i) provide its own office space, facilities,
equipment and personnel for the performance of its duties under this Agreement;
and (ii) take all actions it deems necessary to properly execute its
responsibilities hereunder.
I. Services Related to Portfolio Valuation and Mutual Fund Accounting
All financial data provided to, processed and reported by FPS under this
Agreement shall be in United States dollars. FPS' obligation to convert,
equate or deal in foreign currencies or values extends only to the accurate
transposition of information received from the various pricing and
information services.
A. Daily Accounting Services
1) Calculate Net Asset Value ("NAV") and Offering Price Per Share ("POP"):
Series Level
. Update the daily market value of securities held by the Series using
FPS's standard agents for pricing U.S. equity, bond and foreign
securities. The U.S. equity pricing services are Reuters, Inc.,
Xxxxxx Data Corporation, X.X. Xxxxx Co., Inc. and Interactive Data
Corporation (IDC). Xxxxxx Data, Dow Xxxxx Markets (formerly Telerate
Systems, Inc.), X.X. Xxxxx Co., Inc. and IDC are also used for bond,
money market prices/yields and foreign prices/exchange rates.
Bloomberg is available and used for price research.
. Enter limited number of manual prices supplied by the Trust and/or
broker.
. Review variance reporting on-line and in hard copy for price changes
in individual securities using variance levels established by the
Trust. Verify US dollar security prices exceeding variance levels by
notifying the Trust and pricing sources of noted variances.
. Complete daily variance analysis on foreign exchange rates and local
foreign prices. Notification of changes exceeding established levels
for the Trust verification. (The Trust should establish tolerance
levels for each country/currency so that local price changes and
foreign exchange rate changes exceeding this tolerance are
identified and NAV problems minimized).
. Review for ex-dividend items indicated by pricing sources; trace to
Fund's general ledger for agreement.
Series and Each Class
. Allocate daily unrealized Fund appreciation/depreciation, unrealized
currency gains/losses, and unrealized gains/losses on futures and
forwards to classes based upon value of outstanding class shares.
. Prepare NAV proof sheets. Review components of change in NAV for
reasonableness. Complete Fund and class control proofs.
Schedule "A" Page 2 of 15
. Communicate required pricing information (NAV/POP) to the Trust, the
Funds' transfer agent (the "Transfer Agent") and electronically to
NASDAQ.
2) Determine and Report Cash Availability to Fund by approximately 9:30
a.m. Eastern time:
Series Level
. Receive daily cash and transaction statements from the agent
responsible for the safekeeping of the Funds' assets (the
"Custodian") by 8:30 a.m. Eastern time.
. Receive previous day shareholder activity reports from the Transfer
Agent by 8:30 a.m. Eastern time. Class level shareholder activity
will be accumulated into the Fund's available cash balances.
. Fax hard copy Cash Availability calculations with all details to the
Trust.
. Supply the Trust with 3-day cash projection report.
. For the Fund, prepare daily bank cash reconciliations. Notify the
Custodian and the Trust of any reconciling items.
3) Reconcile and Record All Daily Expense Accruals:
Series Level
. Accrue expenses based on budget supplied by the Trust either as
percentage of net assets or specific dollar amounts.
. If applicable, monitor expense limitations established by the Trust
. If applicable, accrue daily amortization of Organizational Expense.
Series and Each Class
. Class specific accruals completed such as daily accrual of 12b-1
expenses.
. Allocate Fund expenses to classes based upon value of outstanding
class shares.
4) Verify and Record All Daily Income Accruals for Debt Issues:
Series Level
. Review and verify all system generated Interest and Amortization
reports.
. Establish unique security codes for bond issues to permit segregated
Trial Balance income reporting.
Series and Each Class
. Allocate Fund income to classes based upon value of outstanding
class shares.
5) Monitor Securities Held for Cash Dividends, corporate actions and
capital changes such as splits, mergers, spinoffs, etc. and process
appropriately.
Series Level
. Monitor electronically received information from Xxxxxx Data
Corporation for all domestic securities.
. Review current daily security trades for dividend activity.
Schedule "A" Page 3 of 15
. Monitor collection and postings of corporate actions, dividends and
interest.
. Process international dividend and capital change information
received from the Custodian and Adviser. Back-up information on
foreign dividends and corporate actions will also be obtained from
Xxxxxx Data Corporation or IDC (as pricing agents for the Fund).
. Provide xxxx-to-market analysis for currency exchange rate
fluctuations on unsettled dividends and interest.
Series and Each Class
. Allocate Fund dividend income and unrealized currency gains/losses
on dividends/interest to classes based upon value of outstanding
class shares.
6) Enter All Security Trades on Investment Accounting System (IAS) based
on written instructions from the Fund's Adviser.
Series Level
. Review system verification of trade and interest calculations.
. Verify settlement through statements supplied by the Custodian.
. Maintain security ledger transaction reporting.
. Maintain tax lot holdings.
. Determine realized gains or losses on security trades.
. Provide broker commission reporting.
. Provide each Fund's foreign currency exchange rate realized and
unrealized gains/losses detail.
Series and Each Class
. Allocate all Fund level realized and unrealized capital and currency
gains/losses to classes based upon value of class outstanding
shares.
7) Enter All Fund Share Transactions on IAS:
Each Class
. Process activity identified on reports supplied by the Transfer
Agent.
. Verify settlement through each Fund's statements supplied by the
Custodian.
. Reconcile to the FPS Services' Transfer Agent report balances.
. Roll each classes' capital share values into Fund and determine
allocation percentages based upon the value of each classes'
outstanding shares to the Fund total.
8) Prepare and Reconcile/Prove Accuracy of the Daily Trial Balance
(listing all asset, liability, equity, income and expense accounts)
Series Level
. Post manual entries to the general ledger.
. Post Custodian activity.
Schedule "A" Page 4 of 15
. Post security transactions.
. Post and verify system generated activity, i.e. income and expense
accruals.
. Segregate foreign tax expense.
. Prepare daily xxxx-to-market analysis for all unrealized foreign
currency exchange rate gains/losses by asset/liability category.
Series and Each Class
. Prepare Fund's general ledger net cash proof used in NAV
calculation.
. Post class specific shareholder activity and roll values into Fund.
. Allocate all Fund level net cash accounts on the Fund Trial Balance
to each specific class based upon value of class outstanding shares.
. Maintain allocated Trial Balance accounts on class specific
Allocation Reports.
. Maintain class-specific expense accounts.
. Prepare class-specific proof/control reports to ensure accuracy of
allocations.
9) Review and Reconcile with Custodian Statements:
Series Level
. Verify all posted interest, dividends, expenses, and shareholder and
security payments/receipts, etc. (Discrepancies will be reported to
and resolved by the Custodian.)
. Post all cash settlement activity to the Trial Balance.
. Reconcile to ending cash balance accounts.
. Clear IAS subsidiary reports with settled amounts.
. Track status of past due items and failed trades as reported by the
Custodian.
10) Submission of Daily Accounting Reports to The Trust: (Additional
reports readily available.)
Series Level
. Portfolio Valuation (listing inclusive of holdings, costs, market
values, unrealized appreciation/depreciation and percentage of
portfolio comprised of each security.)
. Cash availability.
. 3-Day Cash Projection Report
Series and Each Class
. Fund Trial Balance and Class Allocation Report
. NAV Calculation Report
B. Monthly Accounting Services
1) For each Series, full Financial Statement Preparation (automated
Statements of Assets and Liabilities, of Operations and of Changes in
Net Assets) and submission to the Trust by 10th business day.
Schedule "A" Page 5 of 15
. Class specific capital share activity and expenses will be disclosed
also.
2) Submission of Monthly Automated IAS Reports to The Trust:
Series Level
. Security Purchase/Sales Journal
. Interest and Maturity Report
. Brokers Ledger (Commission Report)
. Security Ledger Transaction Report with Realized Gains/Losses
. Security Ledger Tax Lot Holdings Report
. Additional reports available upon request
3) Reconcile Accounting Asset Listing to Custodian Asset Listing:
Series Level
. Report any security balance discrepancies to the Custodian/the Trust
4) Provide Monthly Analysis and Reconciliation of Additional Trial Balance
Accounts, such as:
Series Level
. Security cost and realized gains/losses
. Interest/dividend receivable and income
. Payable/receivable for securities purchased and sold
. Unrealized and realized currency gains/losses
Series and Each Class
. Payable/receivable for Fund's shares; issued and redeemed
. Expense payments and accruals analysis
C. Annual (and Semi-Annual) Accounting Services
1) Annually assist and supply the Funds' auditors with schedules
supporting securities and shareholder transactions, income and expense
accruals, etc. for each Fund and each Class during the year in
accordance with standard audit assistance requirements.
2) Provide N-SAR Reporting (Accounting Questions) on a Semi-Annual Basis:
If applicable for Fund and Classes, answer the following items of Form
N-SAR: 2, 12B, 20, 21, 22, 23, 28, 30A, 31, 32, 35, 36, 37, 43, 53,
55, 62, 63, 00X, 00, 00, 00, 00, 00, 00
Xxxxxxxx "A" Page 6 of 15
Calamos Investment Trust
The fees as set forth in Schedule "B" are based on the following assumptions.
To the extent these assumptions are inaccurate or requirements change, fee
revisions may be necessary.
Basic Assumptions and Certain Undertakings:
-------------------------------------------
1. It is assumed that the portfolio asset composition will be primarily as
identified in the March 31, 1997 listings for the Funds. Trading activity
is expected to be light for global portfolio and medium to heavy for the
other portfolios with an annual turnover rate not to exceed 100%.
2. Each Fund has a tax year-end which coincides with its fiscal year-end. No
additional accounting requirements are necessary to identify or maintain
book-tax differences. FPS does not provide security tax accounting which
differs from its book accounting under this fee schedule.
3. Each Fund agrees to the use of FPS' standard current pricing services for
domestic equity, debt, ADR and foreign securities, which shall value such
securities in accordance with the methodologies specified in the Trust's
registration statement.
It is assumed that FPS will work closely with each Fund to ensure the
accuracy of the Funds' NAV and to obtain the most satisfactory pricing
sources and specific methodologies prior to the actual conversion date.
Each Fund will establish security variance procedures to minimize NAV
miscalculations.
4. To the extent a Fund requires a limited number of daily security prices
from specific brokers (as opposed to pricing information received
electronically), these manual prices will be obtained by the Funds' Adviser
and faxed to FPS by 4:00 p.m. Eastern time for inclusion in the NAV
calculations. The Adviser will supply FPS with the appropriate pricing
contacts for these manual quotes.
5. Procedural discussions between FPS and a Fund are required to clarify the
appropriate pricing and dividend rate sources if the Fund invests in open-
end regulated investment companies (RIC's). Depending on the methodologies
selected by the Fund, additional fees may apply.
6. FPS will supply daily Portfolio Valuation Reports to each Funds' Adviser
identifying current security positions, original/amortized cost, security
market values and changes in unrealized appreciation/depreciation. It will
be the responsibility of the Adviser to review these reports and to
promptly notify FPS of any possible problems, trade discrepancies,
incorrect security prices or corporate action/capital change information
known to it, that could result in a misstated NAV.
Schedule "A" Page 7 of 15
7. Each Fund will supply FPS with critical income information such as accrual
methods, interest payment frequency details, coupon payment dates, floating
rate reset dates, and complete security descriptions with issue types and
cusip/Sedol numbers for all debt issues held by the Fund. If applicable,
the Funds' Adviser shall supply the yield to maturity and related cash flow
schedules for any mortgage/asset-backed securities held in the Fund.
8. With respect to Mortgage/Asset-Backed securities including GNMA's, FHLMC's,
FNMA's, CMO's, ARM's, the Funds shall direct the Custodian, or Trust
supplied source, to provide FPS with current principal repayment factors on
a timely basis in accordance with the appropriate securities' schedule.
Income accrual adjustments (to the extent necessary) based upon initial
estimates will be completed by FPS when actual principal/income payments
are collected by the Custodian and reported to FPS.
9. FPS will use the ICI/NAREIT Tracking System along with Bloomberg to obtain
receipt of complete and accurate information on REITs. The Adviser will
also supply/support FPS in timely receipt of dividend information and
return of capital characterization for the REITs held in each Fund, if not
available from the ICI or Bloomberg systems.
To the extent applicable, FPS will maintain on a daily basis U.S. dollar-
denominated qualified covered call options and index options reporting on
the daily Trial Balance and value the respective options and underlying
positions. This Agreement does not provide for tax classifications if they
are required.
10. Each Fund is responsible for the establishment and monitoring of any
segregated accounts pertaining to any Line of Credit for temporary
administrative purposes, and/or leveraging/hedging the portfolio. FPS will
reflect appropriate Trial Balance account entries and interest expense
accrual charges on the daily Trial Balance adjusting as necessary at month-
end.
11. If a Fund commences participation in security lending, swaps, or short
sales within its portfolio securities, additional fees may apply. Should a
Fund require these additional services, procedural discussions must take
place between FPS and the Funds' Adviser to clarify responsibilities. (Two
weeks advance notice to FPS is required should a Fund desire to participate
in the above.)
12. Each Fund will supply FPS with portfolio specific expense accrual
procedures and monitor the expense accrual balances for adequacy based on
outstanding liabilities monthly.
13. Specific deadlines will be met and complete information will be supplied by
each Fund in order to minimize any settlement problems, NAV miscalculations
or income accrual adjustments.
Each Fund will direct its Adviser to provide Trade Authorization Forms to
FPS with the appropriate officer's signature on all security trades placed
by the Fund no later
Schedule "A" Page 8 of 15
than 12:30 p.m. Eastern time on settlement/value date for short term money
market securities issues (assuming that trade date equals settlement date);
and by 11:00 a.m. Eastern time on trade date plus one for non-money market
securities. Receipt by FPS of trade information within these identified
deadlines may be via telex, fax or on-line system access. The Adviser will
supply FPS with the trade details in accordance with the above stated
deadlines.
The Adviser will provide all information required by FPS, including
cusip/Sedol numbers and/or ticker symbols for all trades on the Trade
Authorization, telex or on-line support. FPS will supply the Adviser with
recommended trade ticket documents to minimize receipt of incomplete
information. FPS will not be responsible for NAV changes or distribution
rate adjustments that result from incomplete trade information.
14. To the extent a Fund utilizes purchases in-kind (U.S. dollar denominated
securities only) as a method for shareholder subscriptions, FPS will
provide the Fund with procedures to properly handle and process such
transactions. Should a Fund prefer procedures other than those provided by
FPS, additional fees may apply. Discussions shall take place at least two
weeks in advance between FPS and the Fund to clarify the appropriate in-
kind operational procedures to be followed.
15. The Parties will establish mutually agreed upon amortization procedures and
accretion requirements for debt issues held by the Fund prior to
commencement of operations/conversion. Adjustments for financial
statements regarding any issues with original issue discount (OID) are not
included under this Agreement. Each Fund will direct its independent
auditors to complete the necessary OID adjustments for financial statements
and/or tax reporting.
16. The Accounting Fees as identified in Schedule "B" assume Transfer Agency
and Custody Administration services will be supplied by FPS.
II. Services of FPS Related to Shareholders and Share Transactions
A. Shareholder File
1. Establish new accounts and enter demographic data into shareholder base.
Includes in-house processing and National Securities Clearing Corporation -
Fund/SERV - Networking transmissions.
2. Create Customer Information File (CIF) to link accounts within the Fund and
across Funds within the Fund Group. Facilitates account maintenance, lead
tracking, quality control, household mailings and combined statements.
3. 100% quality of new account information, including verification of initial
investment.
4. Maintain account and customer file records, based on shareholder request
and routine quality
Schedule "A" Page 9 of 15
review.
5. Maintain tax ID certification and Non Resident Agent records for each
account, including backup withholding.
6. Provide written confirmation of address changes or registration changes.
7. Produce shareholder statements for daily activity, dividends, on-request,
third party, and periodic mailings.
8. Establish and maintain dealer file by Fund Group, including dealer,
branch, representative number and name.
9. Automated processing of dividends and capital gains with daily, monthly,
quarterly or annual distributions. Payment options include reinvestment,
directed payment to another Fund, cash via mail, Fed wire or ACH.
10. Image all applications, account documents, data changes, correspondence,
monetary transactions, and other pertinent shareholder documents.
B. Shareholder Services
1. Provide quality service through a staff of highly trained NASD licensed
customer service personnel, including phone, research and correspondence
representatives.
2. Answer shareholder calls: provide routine account information, transaction
details including direct and wire purchases, redemptions, exchanges,
systematic withdrawals, pre-authorized drafts, FundSERV and wire order
trades, problem solving and process telephone transactions.
3. Silent monitoring of telephone representative calls by the phone
supervisor during live conversations to ensure exceptional customer
service.
4. Record and maintain tape recordings of all shareholder calls for a six
month period.
5. Phone Supervisor produces daily management reports of shareholder calls
which include tracking volumes, call length, average wait time and
abandoned call rates to ensure quality service (including target abandoned
call rate of less than 2%).
6. Phone representatives are thoroughly trained through in house training
programs on the techniques of providing Exceptional Customer Service.
7. Customer inquiries received by letter or telephone are researched by a
correspondence team. These inquires include such items, as account/
customer file information, complete historical account information, stop
payments on checks, transaction details, and lost certificates.
8. Provide written correspondence in response to shareholder inquiries and
request (within two business days) through the XXXXX Letter Writer system.
Whenever possible, unclear
Schedule "A" Page 10 of 15
shareholder instructional letters are handled by a phone call to the
shareholder from our phone representatives to avoid delay in processing of
the request.
C. Investment Processing
1. Establish and maintain Rights of Accumulation and Letter of Intent files.
2. Initial investment (checks or Fed wires).
3. Subsequent investments processed through lock box.
4. Pre-authorized investments (PAD) through ACH system.
5. Government allotments through ACH system.
6. Wire-order and NSCC-FundSERV trades.
7. Prepare and process daily bank deposit of shareholder investments.
D. Redemption Processing
1. Process letter redemption requests.
2. Process telephone redemption transactions.
3. Establish Systematic Withdrawal File and process automated transactions on
monthly basis.
4. Provide wire order and NSCC - FundSERV trade processing.
5. Distribute redemption proceeds to shareholder by check, Fed wire or ACH
processing.
E. Exchange & Transfer Processing
1. Process legal transfers.
2. Process ACATS transfers.
3. Issue and cancel certificates.
4. Replace certificates through surety bonds (separate charge to shareholder).
5. Process exchange transactions (letter and telephone request).
F. Retirement Plan Services
Schedule "A" Page 11 of 15
1. Fund sponsored IRAs offered using Semper Trust Company as custodian.
Services include:
a. Contribution processing
b. Distribution processing
c. Apply rollover transactions
d. Process Transfer of Assets
e. Letters of Acceptance to prior custodians
f. Notify XXX holders of 70 1/2 requirements
g. Calculate Required Minimum Distributions (RMD)
h. Maintain beneficiary information file
i. Solicit and maintain birth date information
2. Fund sponsored SEP-XXX plans offered using Semper Trust Company as
custodian. Services include those listed under IRA's and:
a. Identification of employer contributions
3. Fund sponsored Qualified plans offered:
a. Plan document available
b. Omnibus/master account processing only
c. Produce annual statements
d. Process contributions
e. Process distributions
f. Process rollover and Transfer of Assets transactions
G. Commission Processing
1. Settlement and payment of Dealer Commissions on the 10th and 25th of each
month for front end load funds.
2. Settlement and payment of CDSC fees on the 1st of each month for back end
load funds.
H. Settlement & Control
1. Daily review of processed shareholder transactions to assure input was
processed correctly. Accurate trade activity figures passed to the Trust's
Accounting Agent by 9:00 a.m. Eastern time on trade date + 1.
2. Preparation of daily cash movement sheets to be passed to Trust's
Accounting Agent and Custodian Bank by 10:00 a.m. Eastern time on trade
date + 1 for use in determining Trust's daily cash availability.
3. Prepare a daily share reconcilement which balances the shares on the
Transfer Agent system to those on the books of the Trust.
4. Resolve any outstanding share or cash issues that are not cleared by trade
date + 2.
5. Process shareholder adjustments to include also the proper notification of
any booking entries needed, as well as any necessary cash movement.
Schedule "A" Page 12 of 15
6. Settlement and review of the Trust' declared dividends and capital gains
to include the following:
a. Review record date report for accuracy of shares.
b. Preparation of dividend settlement report after dividend is posted.
Verify the posting date shares, the rate used and the NAV price of
reinvest date to ensure dividend was posted properly.
c. Distribute copies to the Trust' Accounting Agent.
d. Preparation of the checks prior to being mailed.
e. Sending of any dividends via wires if requested.
f. Preparation of cash movement sheets for the cash portion of the
dividend payment on payable date.
7. Placement of stop payments on dividend and liquidation checks as well as
the issuance of their replacements.
8. Maintain inventory control for stock certificates and dividend check form.
9. Aggregate tax filings for all FPS clients. Monthly deposits to the IRS of
all taxes withheld from shareholder disbursements, distributions and
foreign account distributions. Correspond with the IRS concerning any of
the above issues.
10. Timely settlement and cash movement for all NSCC/FundSERV activity.
I. Year End Processing
1. Maintain shareholder records in accordance with IRS notices for under-
reporting and invalid Tax IDs. This includes initiating backup withholding
and notifying shareholders of their tax status and the corrective action
which is needed.
2. Conduct annual W-9 solicitation of all uncertified accounts. Update
account tax status to reflect backup withholding or certified status
depending upon responses.
3. Conduct periodic W-8 solicitation of all non-resident alien shareholder
accounts. Update account tax status with updated shareholder information
and treaty rates for NRA tax.
4. Review IRS Revenue Procedures for changes in transaction and distribution
reporting and specifications for the production of forms to ensure
compliance.
5. Coordinate year-end activity with client. Activities include producing
year-end statements, scheduling record dates for year dividends and
capital gains, production of combined statements and printing of inserts
to be mailed with tax forms.
6. Distribute Dividend Letter to Funds for them to sign off on all
distributions paid year
Schedule "A" Page 13 of 15
to date. Dates and rates must be authorized so that they can be used for
reporting to the IRS.
7. Coordinate the ordering of form stock and envelopes from vendor in
preparation of tax reporting. Review against IRS requirements to ensure
accuracy. Upon receipt of forms and envelopes allocate space for storage.
8. Prepare form flashes for the microfiche vendor. Test and oversee the
production of fiche for year-end statements and tax forms.
9. Match and settle tax reporting totals to fund records and on-line data
from INVESTAR.
10. Produce forms 1099R, 1099B, 1099Div, 5498, 1042S and year-end valuations.
Quality assure forms before mailing to shareholders.
11. Monitor IRS deadlines and special events such as crossover dividends and
prior year XXX contributions.
12. Prepare IRS magnetic tapes and appropriate forms for the filing of all
reportable activity to the Internal Revenue Service.
J. Client Services
1. An Account Manager is assigned to each relationship. The Account Manager
acts as the liaison between the Trust and the Transfer Agency staff.
Responsibilities include scheduling of events, system enhancement
implementation, special promotion/event implementation and follow-up, and
constant Trust interaction on daily operational issues.
Specifically:
a. Scheduling of dividends, proxies, report mailing and special mailings.
b. Coordinate with the Trust shipment of materials for scheduled mailings.
c. Liaison between the Trust and support services for preparation of
proofs and eventual printing of statement forms, certificates, proxy
cards, envelopes, etc.
d. Handle all notification to the client regarding proxy tabulation
through the meeting. Coordinate scheduling of materials including voted
cards, tabulation letters, and shareholder list to be available for the
meeting.
e. Order special reports, tapes, discs for special systems requests
received.
f. Implement any new operational procedures, e.g., check writing feature,
load discounts, minimum waivers, sweeps, telephone options, PAD
promotions, etc.
g. Coordinate with systems, services and operations, special events, e.g.,
mergers, new fund start ups, household mailings, additional mail files.
h. Prepare standard operating procedures and review prospectuses for new
start up funds and our current client base. Coordinate implementation
of suggested changes with the Trust.
i. Liaison between the Trust and the Transfer Agency staff regarding all
service and operational issues.
j. Produce shareholder lists, labels and ad hoc reports to Fund management
as
Schedule "A" Page 14 of 15
requested.
2. Proxy Processing (Currently one free per year per Fund)
a. Coordinate printing of cards with vendor.
b. Coordinate mailing of shareholder cards with Account Manager and
mailroom. Tabulation of returned cards.
c. Provide daily report totals to Account Manager for client
notification.
d. Preparation of affidavit of mailing documents.
e. Provide one shareholder list.
f. Prepare final tabulation letter.
3. Blue Sky Processing
a. Maintain file with additions, deletions, changes and updates at the
Funds' direction.
Daily Reports
-------------
Report Number Report Description
------------- ------------------
-- Daily Activity Register
024 Tax Reporting Proof
051 Cash Receipts and Disbursement Proof
053 Daily Share Proof
091 Daily Gain/Loss Report
104 Maintenance Register
044 Transfer/Certificate Register
056 Blue Sky Warning Report
Monthly Reports
---------------
Report Description
------------------
Blue Sky
Certificate Listing
State Sales and Redemption
Monthly Statistical Report
Account Demographic Analysis
MTD Sales - Demographics by Account Group
Account Analysis by Type
III. Services of FPS Related to Custody Administration
Pursuant to the appointment by the Trust of FPS to act as the Trust's agent
for the specific purpose of taking receipt of, and making payment for, custody
services performed on the Trust's behalf by the Custodian pursuant to an
agreement between the Custodian and the
Schedule "A" Page 15 of 15
Trust, FPS shall provide the following services:
A. Assign an experienced Custody Administrator to accept, control and process
the Trust's daily portfolio transactions.
B. Match and review DTC eligible ID's and trade information with the Trust's
instructions for accuracy and coordinating with the Custodian and the Accounting
Agent for recording and affirmation processing with the depository.
X. Xxxxxx all depository eligible issues in a totally automated environment.
Transactions requiring physical delivery will be settled through the Custodian's
New York office.
D. Assist the Trust in placing cash management trades through the Custodian,
such as commercial paper, CDs and repurchase agreements.
E. Provide the Trust's fund accounting agent and investment Adviser with daily
custodian statements reflecting all prior day cash activity on behalf of each
portfolio by 8:30 a.m. Eastern time. Complete descriptions of any posting,
inclusive of Sedol/CUSIP numbers, interest/dividend payment date, capital stock
details, expense authorizations, beginning/ending cash balances, etc., will be
provided by the Custodian's reports or system.
F. Provide monthly activity statements combining both cash changes and
security trades, and a full portfolio listing.
G. Communicate to the Trust and the Trust's fund accounting agent on any
corporate actions, capital changes and interest rate changes supported by
appropriate supplemental reports received from the Custodian. Follow-up will be
made with the Custodian to ensure all necessary actions and/or paperwork is
completed.
H. Work with fund accounting and the Custodian Bank on monthly asset
reconciliations.
I. Coordinate and resolve unsettled dividends, interest, paydowns and capital
changes. Assist in resolution of failed transactions and any settlement
problems.
J. Provide a comprehensive program that audits transactions, monitors and
evaluates the Custodian's service and recommends changes that may improve
performance.
K. Arrange for Securities Lending, Lines of Credit, and/or Letters of Credit
through the Custodian.
L. Monitor Fund cash positions.
M. Provide Automated Mortgage-Backed processing through the Custodian.
N. Provide the Trust's auditors with trade documentation to help expedite the
fund's audit.
Schedule "A" Page 16 of 15
O. Cooperation and communication between Fund Accounting, the Custodian and
the Transfer Agent is facilitated smoothly when Custody Administration is
performed by FPS Services, Inc.
Schedule "A" Page 17 of 15
Schedule "B"
============
Fee Schedule
For
Calamos Investment Trust
(All fees will be for a term of five (5) years from effective date, discount
fees specified below will be offered for the first two years with full fees
effective for year 3)
I. Fees related to Portfolio Valuation and Mutual Fund Accounting
A. Annual Fee Schedule Per Domestic Portfolio: **U.S. Dollar Denominated
Securities only (1/12th payable monthly)
$25,000 Minimum to $ 20 Million of Average Daily Net Assets*
.0003 On Next $ 30 Million of Average Daily Net Assets*
.0002 On Next $ 50 Million of Average Daily Net Assets*
.0001 Over $100 Million of Average Daily Net Assets*
Each additional class is $7,500 minimum per year.
* For multiple class portfolios, fees are based on Combined Classes'
Average Daily Net Assets.
** - Should a portfolio hold more than 5 non-U.S.D. securities, Section
"B" below will apply in lieu of Section A.
- Should a portfolio require the use of multiple Custodians with
separate statements and accounts, resulting in additional FPS
reconciliations and money movements, Section "B" below will apply in
lieu of Section A.
B. Annual Fee Schedule Per Complex Domestic Portfolio : **(1/12th payable
monthly)
$30,000 Minimum to $ 20 Million of Average Daily Net Assets*
.0003 On Next $ 30 Million of Average Daily Net Assets*
.0002 On Next $ 50 Million of Average Daily Net Assets*
.0001 Over $100 Million of Average Daily Net Assets*
Each additional class is $7,500 minimum per year.
* For multiple class portfolios, fees are based on Combined Classes'
Average Daily Net Assets.
** Should a portfolio hold more than 50% of its assets in non-U.S.D.
securities, Section "C" below will apply in lieu of Section A or B.
C. Annual Fee Schedule Per Global Portfolio : (1/12th payable monthly)
$40,000 Minimum to $ 20 Million of Average Daily Net Assets*
.0003 On Next $ 30 Million of Average Daily Net Assets*
.0002 On Next $ 50 Million of Average Daily Net Assets*
Schedule "B" Page 1 of 7
.0001 Over $100 Million of Average Daily Net Assets*
Each additional class is $7,500 minimum per year.
* For multiple class portfolios, fees are based on Combined Classes'
Average Daily Net Assets.
The above fees are subject to the following discounts;
Full fee for any portfolio over $10 million
20% discount on annual fee schedule first year for any fund under $10 million
10% discount on annual fee schedule second year for any fund under $10 million
D. Pricing Services Quotation Fee
Specific costs will be identified based upon options selected by the Trust
and will be billed monthly.
FPS does not currently pass along the charges for the U.S. equity prices
supplied by Xxxxxx Data. Should the Fund invest in security types other
than domestic equities supplied by Xxxxxx, the following fees would apply.
----------------------------------------------
Xxxxxx Data Interactive X.X. Xxxxx
Security Types Corp.* Data Corp.* Co., Inc.*
--------------------------------------------------------------------------------------------------
Government Bonds $.50 $.50 $ .25 (a)
--------------------------------------------------------------------------------------------------
Mortgage-Backed (evaluated, seasoned, closing) .50 .50 .25 (a)
--------------------------------------------------------------------------------------------------
Corporate Bonds (short and long term) .50 .50 .25 (a)
--------------------------------------------------------------------------------------------------
U.S. Municipal Bonds (short and long term) .55 .80 .50 (b)
--------------------------------------------------------------------------------------------------
CMO's/ARM's/ABS 1.00 .80 1.00 (a)
--------------------------------------------------------------------------------------------------
Convertible Bonds .50 .50 1.00 (a)
--------------------------------------------------------------------------------------------------
High Yield Bonds .50 .50 1.00 (a)
--------------------------------------------------------------------------------------------------
Mortgage-Backed Factors (per Issue per Month) 1.00 n/a n/a
--------------------------------------------------------------------------------------------------
U.S. Equities (d) .15 n/a
---------------------------------------------------------------------------------------------------
U.S. Options n/a .15 n/a
--------------------------------------------------------------------------------------------------
Domestic Dividends & Capital Changes
(per Issue per Month) (d) 3.50 n/a
---------------------------------------------------------------------------------------------------
Schedule "B" Page 2 of 7
----------------------------------------------
Xxxxxx Data Interactive X.X. Xxxxx
Security Types Corp.* Data Corp.* Co., Inc.*
--------------------------------------------------------------------------------------------------
Foreign Securities .50 .50 n/a
--------------------------------------------------------------------------------------------------
Foreign Securities Dividends & Capital Changes
(per Issue per Month) 2.00 4.00 n/a
--------------------------------------------------------------------------------------------------
Set-up Fees (one-time) n/a n/a (e) .25 (c)
---------------------------------------------------------------------------------------------------
All Added Items n/a n/a .25 (c)
--------------------------------------------------------------------------------------------------
* Based on current Vendor costs, subject to change. Costs are quoted based
on individual security CUSIP/identifiers and are per issue per day except
as noted.
(a) $35.00 per day minimum
(b) $25.00 per day minimum
(c) $ 1.00, if no cusip
(d) At no additional cost to FPS clients
(e) Interactive Data also charges monthly transmission costs and disk
storage charges.
1) Futures and Currency Forward Contracts $2.00 per Issue per Day
2) Dow Xxxxx Markets (formerly Telerate Systems, Inc.)* (if applicable)
*Based on current vendor costs, subject to change.
Specific costs will be identified based upon options selected by the
Trust and will be billed monthly.
3) Reuters, Inc.*
*Based on current vendor costs, subject to change.
FPS does not currently pass along the charges for the domestic security
prices supplied by Reuters, Inc.
4) Municipal Market Data* (if applicable)
*Based on current vendor costs, subject to change.
Specific costs will be identified based upon options selected by the
Trust and will be billed monthly.
E. SEC Yield Calculation - For Domestic Funds Only: (if applicable)
Provide up to 12 reports per year to reflect the yield calculations for
non-
Schedule "B" Page 3 of 7
money market Funds required by the SEC, $1,000 per year per Fund. For
multiple class Funds, $1,000 per year per class. Daily SEC yield reporting
is available at $3,000 per year per Fund (US dollar denominated securities
only).
II. Fees related to Shareholder Servicing
A. Transfer Agent and Shareholder Services:
$20.00 per account per year per portfolio
Minimum monthly fee - $2,000 per portfolio
Each additional class minimum monthly fee is $1,000.
The above fees are subject to the following discounts:
20% first year / 10% second year
B. IRA's, 403(b) Plans, Defined Contribution/Benefit Plans:
Annual Maintenance Fee - $12.00 per account per year
(Normally charged to participants)
C. Fund/Serv Processing (If Applicable)
$50.00 Per month/per Fund monthly maintenance fee
D. Networking Processing (If Applicable)
$75.00 Per month/per Fund monthly maintenance fee
III. Fees related to Custody Administration
A. The Bank of New York
1. Domestic Securities and ADRs, Per Portfolio: (1/12th payable monthly)
U.S. Dollar Denominated Securities only
.00010 On First $100 Million of Average Daily Net Assets
.000085 On the Next $100 Million of Average Daily Net Assets
.000075 Over $200 Million of Average Daily Net Assets
Minimum monthly fee is $250 per portfolio
2. Custody Domestic Securities Transactions Charge: (billed monthly)
Book Entry DTC, Federal Book Entry, PTC $11.00
Options/Futures $20.00
Physical Securities $20.00
P & I Paydowns $ 5.50
Wires $ 7.00
Check Request $ 6.00
Schedule "B" Page 4 of 7
A transaction includes buys, sells, maturities or free security movements.
Cedel/Euroclear
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4 BPS safekeeping charge, $25 transaction charge.
Fee expressed in basis points per annum based upon month end market value.
CUSTODY OF FOREIGN SECURITIES PER GLOBAL PORTFOLIO
(Bank of New York Custody Schedule)
=====================================================================
Countries *Safekeeping Charges Transaction Fee
(BASIS POINTS) (USD)
---------------------------------------------
Argentina 22 75
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Australia 5 65
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Austria 6 90
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Bangladesh 49 180
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Belgium (reg bds) 3.5 80
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Belgium (equities and Cpn bds) 6 80
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Brazil 34 40
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Canada 3 20
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Chile 34 65
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China 24 20
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Colombia 54 165
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Xxxxx Xxxxxxxx 00 00
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Xxxxxxx 4 110
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Euromarket (Cedel/Euroclear) 4 20
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Finland 16 75
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France 5 75
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Germany 3 40
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Greece 34 150
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Hong Kong 10 70
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Hungary 69 205
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India 54 180**
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Indonesia 15 105
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Ireland 4.5 55
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Israel 79 60
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Schedule "B" Page 5 of 7
=====================================================================
Countries *Safekeeping Charges Transaction Fee
(BASIS POINTS) (USD)
---------------------------------------------
Italy 5 95
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Japan (bonds) 5 15
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Japan (equities) 4 15
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Luxembourg 9.50 85
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Malaysia 11 95
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Mexico 15 30
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Morocco 39 115
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Netherlands 8 17
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New Zealand 4.5 90
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Norway 4 90
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Pakistan 44 170
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Peru 79 195
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Philippines 15 145
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Poland 59 155
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Portugal 34 145
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Russia 31 170
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Singapore 7 45
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South Africa 3 40
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South Korea 16 30
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Spain 6 55
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Sri Lanka 21 75
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Sweden 4 65
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Switzerland 4 105
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Taiwan 20 105
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Thailand 6 50
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Turkey 34 105
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United Kingdom 4 40
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United Kingdom (gilts) 4 55
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Uruguay (Equities) 64 90
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Uruguay (bonds) 44 90
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Venezuela 54 180
=====================================================================
Schedule "B" Page 6 of 7
CHART NOTES:
* Fee expressed in basis points per annum is calculated based upon
month-end market value.
** Transaction charge is per 10,000 shares or part thereof.
A transaction includes buys, sells, maturities or Free Security movements.
GLOBAL NETWORK USAGE FEE:
$350 per portfolio per month.
If trades in foreign assets denominated in foreign currencies held in the
local country, the above fee will apply. The $350 fee is waived on
Euroclear/Cedel transactions.
Minimum charges imposed by Agent Banks/Local Administrators
Chile - USD 5,000 per annum.
Columbia - USD 600 per month.
Peru - USD 6,000 per annum per account.
Brazil - USD 15 basis points for annual administrative charge.
Taiwan - USD 3,000 account opening charge.
C. When Issued, Securities Lending, Index Futures, etc:
Should any investment vehicle require a separate segregated custody account,
a fee of $250 per account per month will apply.
D. Custody Miscellaneous Fees
Administrative fees incurred in certain local markets will be passed onto the
customer with a detailed description of the fees. Fees include income
collection, corporate action handling, overdraft charges, funds transfer,
special local taxes, stamp duties, registration fees, messenger and courier
services and other out-of-pocket expenses.
IV. Out of-Pocket Expenses
The Trust will reimburse FPS Services, Inc. monthly for all reasonable
out-of-pocket expenses, including telephone, postage, overdraft charges,
Fund/SERV and networking expenses, incoming wire charges, telecommunications,
special reports, record retention, special transportation costs, copying and
sending materials to auditors and/or regulatory agencies as incurred and
approved.
V. Additional Services
To the extent the Funds commence using investment techniques such as Futures,
Security
Schedule "B" Page 7 of 7
Lending, Swaps, Leveraging, Short Sales, Derivatives, Precious Metals, or
foreign currency futures and options, additional fees will apply. Activities
of a non-recurring nature such as shareholder inkinds, fund consolidations,
mergers or reorganizations will be subject to negotiation. Any
additional/enhanced services, programming requests, or reports will be quoted
upon request.
VI. Conversion Expense
Conversion costs, if any, to be determined based on file conditions, history
detail and programming costs.
Schedule "B" Page 8 of 7
Schedule "C"
============
Identification of Funds
-----------------------
Below are listed the separate Series and Classes to which services under this
Agreement are to be performed as of the Execution Date of this Agreement:
Calamos Convertible Fund- Class A
Calamos Convertible Fund- Class C
Calamos Convertible Fund- Class I
Calamos Growth & Income Fund- Class A
Calamos Growth & Income Fund- Class C
Calamos Strategic Income Fund- Class A
Calamos Growth Fund- Class A
Calamos Growth Fund- Class C
Calamos Global Growth & Income Fund- Class A
Calamos Global Growth & Income Fund- Class C
This Schedule "C" may be amended from time to time by agreement of the Parties.
Schedule "C" Page 1 of 1
