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EXHIBIT (e)(1)
CALAMOS INVESTMENT TRUST
DISTRIBUTION AGREEMENT
AGREEMENT made as of August 1, 2000, between CALAMOS FINANCIAL
SERVICES, INC., a corporation organized under the laws of the State of Illinois
and having its principal office and place of business in Naperville, Illinois
(the "Distributor"), and CALAMOS INVESTMENT TRUST, a Massachusetts business
trust having its principal office and place of business in Naperville, Illinois
(the "Trust"), which offers shares of beneficial interest in different series
representing interests in different portfolios of assets (each series being
referred to herein as a "Fund").
WITNESSETH:
In consideration of the agreements herein contained and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties, it is agreed:
1. APPOINTMENT OF DISTRIBUTOR. The Trust hereby appoints Distributor as its
exclusive agent to sell and distribute Class A Shares, Class B Shares, Class C
Shares and Class I Shares (collectively "Shares") of each Fund at the offering
price thereof as from time to time determined in the manner herein provided.
Distributor hereby accepts such appointment and agrees during the term of this
Distribution Agreement to provide the services and to assume the obligations
herein set forth. The Trust agrees that it will not, without Distributor's
consent, sell or agree to sell any Shares otherwise than through Distributor,
except that (a) the Trust may itself sell Shares as an investment to the
trustees, officers, directors and bona fide full-time employees of the Trust,
Distributor and the Trust's investment adviser; and (b) the Trust may issue
Shares in connection with a merger, consolidation or acquisition of assets on
such basis as may be authorized or permitted under the Investment Company Act of
1940; provided that in no event as to any of the foregoing exceptions shall the
Shares be issued and sold at less than the net asset value thereof.
2. BASIS OF SALE OF SHARES. Distributor does not agree to sell any specific
number of Shares. Shares will be sold by Distributor as agent for the Trust only
against orders therefor. Distributor will not purchase Shares from anyone other
than the Trust except as agent for the Trust.
3. OFFERING PRICE. All Shares offered for sale by the Distributor shall be
offered for sale at a price per share (the "Offering Price") equal to (a) the
net asset value per share of the
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Fund (determined in the manner set forth in the Declaration of Trust of the
Trust) plus (b) in the case of Class A Shares, except as set forth in the then
current Prospectus, a sales charge applicable to Shares, which shall be the
percentage of the Offering Price of such Shares as set forth in the Fund's then
current effective Prospectus. The Offering Price, if not an exact multiple of
one cent, shall be adjusted to the nearest cent.
4. MANNER OF OFFERING. Distributor will conform to the securities laws of
any jurisdiction in which it sells, directly or indirectly, any Shares.
Distributor also agrees to furnish to the Trust sufficient copies of any
agreements, plans or sales literature it intends to use in connection with any
sales of Shares in adequate time for the Trust to file and clear them with the
proper authorities before they are put in use, and not to use them until so
filed and cleared.
Distributor shall have the right to accept or reject orders for the
purchase of Shares. Any consideration which Distributor may receive in
connection with a rejected purchase order will be returned promptly to the
prospective purchaser. The Trust or its transfer agent or shareholder servicing
agent is authorized to confirm sales of Shares on behalf of the Distributor. The
Trust shall register or cause to be registered all Shares sold by Distributor
pursuant to the provisions hereof in such name or names and amounts as
Distributor may request from time to time and the Trust shall issue or cause to
be issued certificates evidencing such Shares for delivery to Distributor or
pursuant to Distributor's direction if and to the extent that the Trust
contemplates the issuance of such share certificates. All Shares, when so issued
and paid for, shall be fully paid and nonassessable.
5. SECURITIES LAWS. The Trust has delivered to Distributor a copy of the
current Prospectus relating to Shares. The Trust agrees that it will use its
best efforts to continue the effectiveness of the Trust's Registration Statement
under the Securities Act of 1933. The Trust further agrees to prepare and file
any amendments to its Registration Statement as may be necessary and any
supplemental data in order to comply with the Securities Act of 1933. The Trust
has already registered under the Investment Company Act of 1940 as an investment
company, and it will use its best efforts to maintain such registration and to
comply with the requirements of said Act.
At Distributor's request, the Trust will take such steps as may be
necessary and feasible to qualify Shares for sale in states, territories or
dependencies of the United States of America, in the District of Columbia and in
foreign countries, in accordance with the laws thereof, and to renew or extend
any such qualification; provided, however, that the Trust shall not be required
to qualify Shares or to maintain the qualification of Shares in any state,
territory, dependency, district or country where it shall deem such
qualification disadvantageous to the Trust.
Distributor agrees that:
(a) Neither Distributor nor any of Distributor's officers will take
any long or short position in the Shares, but this provision shall not
prevent Distributor or Distributor's officers from acquiring Shares for
investment purposes only;
(b) Distributor shall furnish to the Trust any pertinent information
required to be inserted with respect to Distributor as Distributor within
the purview of the Securities Act of 1933 in any reports or registration
required to be filed with any governmental authority; and
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(c) Distributor will not make any representations inconsistent with
the Registration Statement or Prospectus(es) of the Fund filed under the
Securities Act of 1933, as in effect from time to time.
6. ALLOCATION OF EXPENSES.
(a) The Trust, either directly or through its investment adviser, will
be responsible for, and shall pay the expenses of:
(i) providing all necessary services, including fees and
disbursements of counsel, related to the preparation, setting in type,
printing and filing of any registration statement and/or
prospectus(es) and statement of additional information required under
the Securities Act of 1933, as amended, or under state securities
laws, covering its Shares, and all amendments and supplements thereto,
the mailing of any such prospectus(es) and statement of additional
information to existing shareholders, and preparing, setting in type,
printing and mailing periodic reports to existing shareholders;
(ii) the cost of all registration or qualification fees;
(iii) the cost of preparing temporary and permanent share
certificates for Shares;
(iv) all the Federal and state (if any) issue and/or transfer
taxes payable upon the issue by or transfer from the Trust to the
Distributor of any and all Shares distributed hereunder.
(b) The Distributor shall bear all sales, promotion or distribution
expenses in connection with the distribution of Shares and shall be the
sole judge of the extent to which sales or promotion expenses shall be
incurred. Expenses incurred in complying with laws regulating the issue or
sale of securities shall not be deemed to be sales, promotion or
distribution expenses. Distributor agrees that, after the prospectus(es),
statement of additional information and periodic reports have been set in
type, it will bear the expense of printing and distributing any copies
thereof which are to be used in connection with the offering of Shares to
investors. Distributor further agrees that it will bear the expenses of
preparing, printing and distributing any other literature used by
Distributor or furnished by it for use in connection with the offering of
the Shares for sale to the public.
(c) The Trust will be responsible for, and shall pay the expenses of,
maintaining shareholder accounts and furnishing or causing to be furnished
to each shareholder a statement of his account.
7. DISTRIBUTOR IS INDEPENDENT CONTRACTOR. Distributor shall be an
independent contractor. Distributor is responsible for its own conduct, for the
employment, control and conduct of its agents and employees and for injury to
such agents or employees or to others through its agents or employees.
Distributor assumes full responsibility for its agents and employees under
applicable statutes and agrees to pay all employer taxes thereunder.
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8. TERM OF CONTRACT. This Distribution Agreement shall go into effect on
the date hereof and shall continue in effect until August 1, 2001, and
thereafter for successive periods of one year each if such continuance is
approved at least annually thereafter (i) either by an affirmative vote of a
majority of the outstanding Shares or by the Trustees, (ii) in either case by a
majority of the Trustees who are not interested persons of the Distributor or
(otherwise than as Trustees) of the Trust, cast in person at a meeting called
for the purpose of voting on such approval. Written notice of discontinuance of
this Distribution Agreement may be given by one party hereto to the other upon
not less than 60 days' notice.
9. ASSIGNMENT. This Distribution Agreement may not be assigned by
Distributor and shall automatically terminate in the event of an attempted
assignment by Distributor; provided, however, that Distributor may employ or
enter into agreements with such other person, persons, corporation, or
corporations, as it shall determine in order to assist it in carrying out this
Distribution Agreement.
10. INDEMNIFICATION BY DISTRIBUTOR. Distributor agrees to indemnify and
hold harmless the Trust or any other person who has been, is, or may hereafter
be an officer, Trustee or employee of the Trust against any loss, damage or
expense reasonably incurred by any of them in connection with any claim or in
connection with any action, suit, or proceeding to which any of them may be a
party, which arises out of or is alleged to arise out of or is based upon any
untrue statement or alleged untrue statement of a material fact, or the omission
or alleged omission to state a material fact necessary to make the statements
made not misleading, on the part of Distributor or any agent or employee of
Distributor or any other person for whose acts Distributor is responsible or is
alleged to be responsible, such as any dealer or person through whom sales are
made pursuant to an agreement with Distributor, unless such statement or
omission was made in reliance upon written information furnished by the Trust.
The term "expenses" for purposes of this and the next paragraph includes
attorneys fees and amounts paid in satisfaction of judgments or in settlements
which are made with Distributor's consent. The foregoing rights of
indemnification shall be in addition to any other rights to which the Trust or a
Trustee may be entitled as a matter of law.
11. INDEMNIFICATION BY TRUST. The Trust agrees to indemnify and hold
harmless Distributor and each person who has been, is, or may hereafter be an
officer, director, employee or agent of Distributor against any loss, damage or
expense reasonably incurred by any of them in connection with any claim or in
connection with any action, suit or proceeding to which any of them may be a
party, which arises out of or is alleged to arise out of or is based upon any
untrue or alleged untrue statement of material fact, or the omission or alleged
omission to state a material fact necessary to make the statements therein not
misleading, contained in a registration statement or prospectus, or any
amendment or supplement thereto, unless such statement or omission was made in
reliance upon written information furnished by Distributor. The foregoing rights
of indemnification shall be in addition to any other rights to which Distributor
may be entitled as a matter of law. Nothing contained herein shall relieve
Distributor of any liability to the Trust or its shareholders to which
distributor would otherwise be subject by reason of willful misfeasance, bad
faith, or gross negligence in the performance of its duties or reckless
disregard of its obligations and duties hereunder.
12. NON-EXCLUSIVE AGREEMENT. The services of Distributor to the Trust
hereunder shall not be deemed to be exclusive, and Distributor shall be free to
(a) render similar services
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to, and act as underwriter or distributor in connection with the distribution of
shares of, other investment companies, and (b) engage in any other businesses
and activities from time to time.
13. AMENDMENT. This Distribution Agreement may be amended at any time by
mutual agreement in writing of the parties hereto, provided that any such
amendment is approved by a majority of the Trustees who are not interested
persons of the Distributor or by the holders of a majority of the outstanding
Shares or Funds affected.
14. GOVERNING LAW. This Agreement shall be construed in accordance with the
laws of the State of Illinois.
15. LIMITATION OF LIABILITY. It is expressly agreed that the obligations of
the Trust hereunder shall not be binding upon any of the Trustees, shareholders,
nominees, officers, agents or employees of the Trust, personally, but shall bind
only the assets and property of the Trust as provided in the Declaration of
Trust of the Trust. The execution and delivery of this Agreement have been
authorized by the Trustees and shareholders of the Trust and signed by an
authorized officer of the Trust, acting as such, and neither such authorization
by the Trustees and shareholders nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the assets and property
of the Trust as provided in its Declaration of Trust.
16. TERMINATION OF PRIOR AGREEMENT. All prior Distribution Agreements
between the parties are hereby terminated.
IN WITNESS WHEREOF, this Distribution Agreement has been executed for
the Distributor and the Trust by their duly authorized officers, as of the date
first set forth above.
CALAMOS FINANCIAL SERVICES, INC.
By /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
President
CALAMOS INVESTMENT TRUST
By /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
President
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