EXHIBIT (a)(5)
CALAMOS INVESTMENT TRUST
AMENDMENT NO. 4
TO
THE SECOND AMENDED AND RESTATED AGREEMENT
AND DECLARATION OF TRUST
AMENDMENT NO. 4 to the Second Amended and Restated Agreement and
Declaration of Trust dated as of October 3, 2001, as amended (the "Declaration
of Trust") of Calamos Investment Trust (the "Trust"), made as of the ___ day of
December, 2004.
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; and
WHEREAS, Article IV, Section 4.1 of the Declaration of Trust provides that
the Trustees of the Trust may establish and designate Sub-Trusts of the Trust
and classes thereof; and
WHEREAS, the Trustees have previously established and designated seven
Sub-Trusts of the Trust (the "Series"), being Calamos Convertible Fund; Calamos
Growth and Income Fund; Calamos Global Growth and Income Fund; Calamos Growth
Fund; Calamos Market Neutral Fund; Calamos High Yield Fund; Calamos Value Fund;
Calamos Blue Chip; and
WHEREAS, on December 13, 2004, the Trustees voted unanimously to (i)
designate a new Sub-Trust, the Calamos International Growth Fund; and
WHEREAS, the undersigned has been duly authorized by the Trustees to
execute and file this Amendment No. 4 to the Declaration of Trust (the
"Amendment");
NOW, THEREFORE, effective immediately, the Declaration of Trust is hereby
amended as follows:
I. The first paragraph of Article IV, Section 4.2 (other than subsections
(a) through (m) thereof) of the Declaration of Trust is hereby amended to read
in pertinent part as follows:
"Section 4.2 ESTABLISHMENT AND DESIGNATION OF SUB-TRUSTS AND
CLASSES. Without limiting the authority of the Trustees set forth in
Section 4.1 to establish and designate any further Sub-Trusts, the
Trustees hereby establish and designate nine Sub-Trusts:
Calamos Blue Chip Fund
Calamos Convertible Fund
Calamos Growth and Income Fund
Calamos Global Growth and Income Fund
Calamos Growth Fund
Calamos Market Neutral Fund
Calamos High Yield Fund
Calamos Value Fund
Calamos International Growth Fund
each of which shall have four classes of Shares, Class A, Class B,
Class C, and Class I or such classes as may from time to time be
established and designated. The Shares of such Sub-Trusts and any
Shares of any further Sub-Trust or class that may from time to time
be established and designated by the Trustees shall (unless the
Trustees otherwise determine with respect to some further Sub-Trust
or class at the time of establishing and designating the same) have
the following relative rights and preferences:"
The undersigned hereby certifies that Amendment No. 4 to the Second
Amended and Restated Agreement and Declaration of Trust 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: _________________________
Name: Xxxxx X. Xxxxxx, Xx.
Title: Secretary
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