Exhibit (d)(5)
CALAMOS INVESTMENT TRUST
May 8, 2007
Calamos Advisors LLC
0000 Xxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
Re: Management Agreement
This letter confirms that Calamos Investment Trust (the "Trust") and
Calamos Advisors LLC ("CAL") have mutually agreed that the Schedule A to the
Management Agreement between the Trust and CAL dated December 13, 2004 has been
amended and replaced by Schedule A attached hereto.
Please sign below to confirm our mutual agreement.
Very truly yours,
CALAMOS INVESTMENT TRUST
By /s/ Xxxxx X. Xxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Secretary
Amended Advisory Fee Schedule as reflected in Schedule A attached hereto,
accepted this 8th day of May 2007.
CALAMOS ADVISORS LLC
By /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: EVP, CFO & Treasurer
SCHEDULE A
ADVISORY FEE SCHEDULE
GROWTH FUND
Monthly Average Net Assets Monthly Fee Rate
-------------------------- ----------------
Up to and including $500 million 1/12 of 1.00%
Above $500 million up to and including $1 billion 1/12 of 0.90%
Above $1 billion up to and including $6 billion 1/12 of 0.80%
Above $6 billion up to and including $11 billion 1/12 of 0.78%
Above $11 billion up to and including $16 billion 1/12 of 0.76%
Above $16 billion up to and including $21 billion 1/12 of 0.74%
Above $21 billion up to and including $26 billion 1/12 of 0.72%
Above $26 billion 1/12 of 0.70%
CONVERTIBLE FUND, GROWTH AND INCOME FUND, HIGH YIELD FUND AND MARKET NEUTRAL
INCOME FUND
Monthly Average Net Assets Monthly Fee Rate
-------------------------- ----------------
Up to and including $500 million 1/12 of 0.75%
Above $500 million up to and including $1 billion 1/12 of 0.70%
Above $1 billion 1/12 of 0.65%
INTERNATIONAL GROWTH FUND, VALUE FUND, BLUE CHIP FUND, GLOBAL GROWTH AND INCOME
FUND AND GLOBAL EQUITY FUND
Monthly Average Net Assets Monthly Fee Rate
-------------------------- ----------------
Up to and including $500 million 1/12 of 1.00%
Above $500 million up to and including $1 billion 1/12 of 0.95%
Above $1 billion up to and including $6 billion 1/12 of 0.90%
Above $6 billion up to and including $11 billion 1/12 of 0.88%
Above $11 billion up to and including $16 billion 1/12 of 0.86%
Above $16 billion up to and including $21 billion 1/12 of 0.84%
Above $21 billion up to and including $26 billion 1/12 of 0.82%
Above $26 billion 1/12 of 0.80%
GOVERNMENT MONEY MARKET FUND
Monthly Average Net Assets Monthly Fee Rate
-------------------------- ----------------
Up to and including $500 million 1/12 of 0.20%
Above $500 million up to and including $1 billion 1/12 of 0.19%
Above $1 billion up to and including $11 billion 1/12 of 0.18%
Above $11 billion up to and including $21 billion 1/12 of 0.17%
Above $21 billion up to and including $31 billion 1/12 of 0.16%
Above $31 billion 1/12 of 0.15%
INTERNATIONAL GROWTH FUND PERFORMANCE ADJUSTMENT:
In addition, for International Growth Fund only, the advisory fee shall
equal the base fee (shown above) adjusted by the following performance
adjustment, if any:
The base fee shall be either increased or decreased by a performance fee
adjustment at the rate of 1/12th of 0.03% of the Fund's average net assets
over the preceding rolling Performance Period for each 1% increment amount
by which the Fund outperforms or underperforms its benchmark, MSCI EAFE
Growth Index ("Index") over such period and rounded to the nearest 0.01%,
subject to a maximum increase or decrease of 0.30% of average net assets
calculated over such period.
The initial Performance Period is the period commencing on the first full
calendar month following Fund's commencement of operations. During the
first eleven months of the initial Performance Period, there will be no
performance adjustment. Starting with the twelfth month of the period, the
performance adjustment will take effect. Following the twelfth month a new
month will be added to the Performance Period until the Performance Period
equals 36 months. Thereafter, the Performance Period will consist of the
current month plus the previous 35 months.
The investment performance of the Fund will be the sum of:
(1) the change in the Fund's net asset value ("NAV") per share during
the Performance Period; plus
(2) the value of the Fund's cash distributions per share accumulated
to the end of the Performance Period; plus
(3) the value of capital gains taxes per share paid or payable on
undistributed realized long-term capital gains accumulated to the end
of the Performance Period;
expressed as a percentage of the Fund's NAV per share at the beginning of
the Performance Period. For this purpose, the value of distributions per
share of realized capital gains, of dividends per share paid from
investment income and of capital gains taxes per share paid or payable on
undistributed realized long-term capital gains shall be treated as
reinvested in shares of the Fund at the NAV in effect at the close of
business on the record date for the payment of such distributions and
dividends and the date on which provision is made for such taxes, after
giving effect to such distributions, dividends and taxes.
The investment record of the Index will be the sum of:
(1) the change in the level of the Index during the Performance
Period; plus
(2) the value, computed consistently with the Index, of cash
distributions made by companies whose securities comprise the Index
accumulated to the end of the Performance Period; expressed as a
percentage of the Index level at the beginning of the Performance
Period. For this purpose, cash distributions on the securities which
comprise the Index shall be treated as reinvested in the index at
least as frequently as the end of each calendar quarter following the
payment of the dividend.
GLOBAL EQUITY FUND PERFORMANCE ADJUSTMENT:
In addition, for Global Equity Fund only, the advisory fee shall equal the
base fee (shown above) adjusted by the performance adjustment fee, if any:
The base fee shall be either increased or decreased by a performance fee
adjustment at the rate of 1/12th of 0.03% of the Fund's average net assets
over the preceding rolling Performance Period for each 1% increment amount
by which the Fund outperforms or underperforms its benchmark, MSCI World
Index ($US) ("Index") over such period and rounded to the nearest 0.01%,
subject to a maximum increase or decrease of 0.30% of average net assets
calculated over such period.
The initial Performance Period is the period commencing on the first day of
the first full calendar month following the Fund's commencement of
operations. During the first eleven months of the initial Performance
Period for the Fund, there will be no performance adjustment. Starting with
the twelfth month of the period, the performance adjustment will take
effect. Following the twelfth month a new month will be added to the
Performance Period until the Performance Period equals 36 months.
Thereafter, the Performance Period will consist of the current month plus
the previous 35 months.
The investment performance of the Fund will be the sum of:
(1) the change in the Fund's net asset value ("NAV") per Class A share
during the Performance Period; plus
(2) the value of the Fund's cash distributions per Class A share
accumulated to the end of the Performance Period; plus
(3) the value of capital gains taxes per share paid or payable on
undistributed realized long-term capital gains accumulated to the end
of the Performance Period;
expressed as a percentage of the Fund's NAV per Class A share at the
beginning of the Performance Period. For this purpose, the value of
distributions per share of realized capital gains, of dividends per Class A
share paid from investment income and of capital gains taxes per share paid
or payable on undistributed realized long-term capital gains shall be
treated as reinvested in Class A shares of the Fund at the NAV in effect at
the close of business on the record date for the payment of such
distributions and dividends and the date on which provision is made for
such taxes, after giving effect to such distributions, dividends and taxes.
The investment record of the Index will be the sum of:
(1) the change in the level of the Index during the Performance
Period; plus
(2) the value, computed consistently with the Index, of cash
distributions made by companies whose securities comprise the Index
accumulated to the end of the Performance Period; expressed as a
percentage of the Index level at the beginning of the Performance
Period. For this purpose, cash distributions on the securities that
comprise the Index shall be treated as reinvested in the index at
least as frequently as the end of each calendar quarter following the
payment of the dividend.
