Exhibit (a)(4)
CALAMOS INVESTMENT TRUST
AMENDMENT NO. 3 TO
THE THIRD AMENDED AND RESTATED AGREEMENT
AND DECLARATION OF TRUST
AMENDMENT NO. 3 to the Third Amended and Restated Agreement and Declaration
of Trust, dated as of March 30, 2006, as amended (the "Declaration of Trust") of
Calamos Investment Trust (the "Trust"), made as of the 1st day of September,
2006.
WITNESSETH:
WHEREAS, Article VII, Section 7.3 of the Declaration of Trust provides that
the Declaration of Trust may be amended at any time, so long as such amendment
does not adversely affect the rights of any shareholder and so long as such
amendment is not in contravention of applicable law, including the Investment
Company Act of 1940, as amended, by an instrument in writing signed by an
officer of the Trust pursuant to a vote of a majority of the Trustees;
WHEREAS, on September 1, 2006, the Executive Committee of the Board of
Trustees voted unanimously to (i) hereby ratify and confirm any and all
activities, and courses of dealing heretofore undertaken, and all actions
heretofore taken or acts heretofore performed, by or on behalf of the Trust; and
(ii) authorize the Secretary to execute and file this Amendment No. 3 to the
Declaration of Trust (the "Amendment"), to reflect changes caused by ministerial
error;
NOW, THEREFORE, effective September 1, 2006, the Declaration of Trust is
hereby amended as follows:
I. The first paragraph of Article III, Section 3.2 of the Declaration of
Trust is hereby amended to read in pertinent part as follows:
"Section 3.2 POWERS OF TRUSTEES. Subject to the provisions of this
Declaration of Trust, the business of the Trust shall be managed by the
Trustees, and they shall have all powers necessary or convenient to carry out
that responsibility and the purpose of the Trust. Without limiting the
foregoing, the Trustees may adopt By-Laws not inconsistent with this Declaration
of Trust providing for the conduct of the business and affairs of the Trust and
may amend and repeal them to the extent that such By-Laws do not reserve that
right to the Shareholders; they may from time to time in accordance with the
provisions of Section 4.1 hereof establish Sub-Trusts, each such Sub-Trust to
operate as a separate and distinct investment medium and with separately defined
investment objectives and policies and distinct investment purpose; they may
from time to time in accordance with the provisions of Section 4.1 hereof
establish classes of Shares of any Series or Sub-Trust or divide the Shares of
any Series or Sub-trust into classes; they may as they consider appropriate
elect and remove officers and appoint and terminate agents and consultants and
hire and terminate employees, any one or more of the foregoing of whom may be a
Trustee, and may provide for the compensation of all of the foregoing; they may
appoint from their own number, and terminate, any one or more committees
consisting of one or more Trustees, including without implied limitation an
executive committee, which may, when the Trustees are not in session and subject
to the 1940 Act, exercise some or all of the power and authority of the Trustees
as the Trustees may determine; in accordance with Section 3.3, they may employ
one or more advisers, administrators, depositories and custodians and may
authorize any depository or custodian to employ sub-custodians or agents and to
deposit all or any part of such assets in a system or systems for the central
handling of securities and debt instruments, retain transfer, dividend,
accounting or shareholder servicing agents or any of the foregoing,
provide for the distribution of Shares by the Trust through one or more
distributors, principal underwriters or otherwise, set record dates or times for
the determination of Shareholders or various of them with respect to various
matters; they may compensate or provide for the compensation of the Trustees,
officers, advisers, administrators, custodians, other agents, consultants and
employees of the Trust or the Trustees on such terms as they deem appropriate;
and in general they may delegate to any officer of the Trust, to any committee
of the Trustees and to any employee, adviser, administrator, distributor,
depository, custodian, transfer and dividend disbursing agent, or any other
agent or consultant of the Trust such authority, powers, functions and duties as
they consider desirable or appropriate for the conduct of the business and
affairs of the Trust, including without implied limitation the power and
authority to act in the name of the Trust and of the Trustees, to sign documents
and to act as attorney-in-fact for the Trustees."
The undersigned hereby certifies that the Amendment set forth above has
been duly adopted in accordance with the provisions of the Declaration of Trust.
IN WITNESS WHEREOF, the undersigned has hereto set his hand as of the day
and year first above written.
By: /s/ Xxxxx X. Xxxxxx, Xx.
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Name: Xxxxx X. Xxxxxx, Xx.
Title: Secretary
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