Exhibit (h)(5)
March 31, 0000
Xxxxx Xxxxxx Bank and Trust Company
Xxx Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx, Vice President, AFB4
Xxxxxx X. Xxxxx, Vice President, LCC4
Ladies and Gentlemen:
Reference is made to that certain Master Services Agreement by and among
the Agent and each Fund dated as of March 15, 2004 (as amended, restated,
modified or supplemented from time to time, the "AGREEMENT"). Capitalized terms
used herein and not otherwise defined shall have the meanings given to such
terms in the Agreement.
Reference is further made to those certain letter agreements by and among
the Agent and each Fund party thereto (by virtue of its status as a party to the
Agreement) dated as of March 15, 2004 (the "FIRST SIDE LETTER") and October 31,
2004 (the "SECOND SIDE LETTER") (each of the First Side Letter and Second Side
Letter as amended, restated, modified or supplemented from time to time,
collectively, the "PRIOR SIDE LETTERS").
Reference is finally made to those Funds and their respective Portfolio(s)
set forth on Exhibit A attached hereto (collectively, the "ADDITIONAL FUNDS,"
which shall be included in the term "FUNDS" as used herein).
For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, each Fund hereby requests the Agent's consent to the
terms and provisions of this letter agreement (the "THIRD SIDE LETTER").
1. Application to All Funds. For the avoidance of doubt, each Fund does
hereby acknowledge and confirm to the Agent that the Prior Side Letters do, and
this Third Side Letter shall, each apply for their respective periods of
coverage on a cumulative and aggregate basis to all of the Funds.
2. Cap on Potential Liability of Agent. In the event that each of the
Additional Funds has retained the Agent to perform services under the Agreement
on or before the date hereof (via their due execution of additional fund
letter(s) in the manner set forth in Section 8.5 of the Agreement), then
commencing on April 3, 2006, the Agent's cumulative liability with respect to
those services provided by the Agent to the Funds pursuant to Section 1.2 and
Section 1.3 of the Agreement, for each calendar year with respect to the Funds,
regardless of the form of action or legal theory, shall be limited to actual or
direct damage up to Three Million Five Hundred Thousand Dollars ($3,500,000.00).
It being specifically understood by each Fund that in the event that all of the
Additional Funds have not retained the Agent as set forth above, the Agent's
potential liability shall remain as capped by the Second Side Letter.
3. Continuing Coverage of Prior Side Letters. In any event, the terms and
provisions of the Prior Side Letters, including the cumulative cap on Agent's
liability imposed thereby shall
State Street Bank and Trust Company
March 31, 2006
Page 2
continue to govern all events or circumstances, if any, which have or may arise
or occur and give rise to the Agent's liability: (i) with respect to the First
Side Letter, from the period from March 15, 2004 until October 31, 2004; and
(ii) with respect to the Second Side Letter, from the period from October 31,
2004 until April 3, 2006, even if any such event or occurrence becomes known
after the date hereof and/or continues to give rise to Agent liability beyond
the date hereof.
4. Confidentiality. Each Fund agrees that it shall keep the provisions of
the Prior Side Letters and this Third Side Letter confidential and shall not
disclose the same to any other person or entity other than a regulator of any
Fund (as such regulator may require), and except at the request, or with the
prior written consent, of the Agent.
5. Captions. The captions herein have been inserted solely for convenience
or reference and in no way define, limit or describe the scope or substance of
any provision of the Prior Side Letters or this Third Side Letter.
If the foregoing is acceptable to you, kindly indicate your consent by
executing the enclosed duplicate original copy of this Third Side Letter. This
instrument is executed under seal as of the date and year first above-written
and shall be governed by, and construed in accordance with, the laws of The
Commonwealth of Massachusetts.
Sincerely,
EACH REGISTERED MANAGEMENT INVESTMENT
COMPANY PARTY TO THE AGREEMENT
By: /s/ Xxxxxx Xxxxx
------------------------------------
Xxxxxx Xxxxx, Treasurer, Duly
Authorized
ACCEPTED AND AGREED:
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Xxxx X. Xxxxxx, Senior Vice
President
State Street Bank and Trust Company
March 31, 2006
Page 3
EXHIBIT A
CALAMOS INVESTMENT TRUST
Calamos Growth Fund
Calamos Blue Chip Fund
Calamos Value Fund
Calamos Growth and Income Fund
Calamos Global Growth and Income Fund
Calamos High Yield Fund
Calamos Convertible Fund
Calamos Market Neutral Income Fund
Calamos International Growth Fund
Calamos Multi-Fund Equity
CALAMOS ADVISORS TRUST
Calamos Growth and Income Portfolio
