Exhibit k3
Amended and Restated
Financial Accounting Services Agreement
THIS AGREEMENT is made as of December 13, 2004 among the parties listed in
Schedule I, as it may be amended from time to time (singularly "Party" and
collectively "Parties") and Calamos Advisors LLC, a Delaware limited liability
company ("Calamos").
Recitals
A. Each Party is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as a management investment company;
X. Xxxxxxx has the resources to provide accounting services to investment
companies; and
C. The Parties desire to retain Calamos to provide certain accounting
services.
Agreement
The parties agree as follows:
1. APPOINTMENT OF CALAMOS AS FUND ACCOUNTANT
Each Party appoints Calamos as one of its respective accountants on the
terms and conditions set forth in this Agreement, and Calamos accepts such
appointment and agrees to perform the services and duties set forth in this
Agreement.
2. SERVICES AND DUTIES OF CALAMOS
Calamos shall provide the following accounting services to each Party,
including but not limited to:
A. Manage the Party's expenses and expense payment processing.
B. Monitor the calculation of expense accrual amounts for each Party and
make any necessary modifications.
C. Coordinate any expense reimbursement calculations and payment.
D. Calculate yields on a Party in accordance with rules and regulations
of the Securities and Exchange Commission (the "SEC").
E. Calculate net investment income dividends and capital gain
distributions.
(1) Calculate, track and report tax adjustments on all assets of each
Party, including but not limited to contingent debt and preferred
trust obligations.
(2) Prepare excise tax and fiscal year distribution schedules.
(3) Prepare tax information required for financial statement
footnotes.
(4) Prepare state and federal income tax returns.
(5) Prepare specialized calculations of amortization on convertible
securities.
(6) Prepare year-end dividend disclosure information.
(7) Coordinate the audits for each Fund.
(8) Prepare financial reporting statements for each Fund.
(9) Prepare regulatory filing.
(10) Calculate asset coverage test for CHI, CHY, CSQ and CGO
(11) Prepare and distribute press releases for CHI CHY, CSQ and CGO.
F. Calculate trustee deferred compensation plan accruals and valuations.
G. Prepare Form 1099 information statements for Board members and service
providers.
3. COMPENSATION
Each Party shall compensate Calamos for providing the services set forth in
this Agreement in accordance with the fee schedule set forth on Exhibit A
hereto (as amended from time to time by written agreement of the parties).
Each Party shall pay all fees and reimbursable expenses within 30 calendar
days following receipt of the billing notice, except for any fee or expense
subject to a good faith dispute. Notwithstanding anything to the contrary,
amounts owed by a Party to Calamos shall only be paid out of the assets and
property of the particular Party involved.
4. INDEMNIFICATION; LIMITATION OF LIABILITY
X. Xxxxxxx shall exercise reasonable care in the performance of its
duties under this Agreement. Calamos shall not be liable for any error
of judgment or mistake of law or for any loss suffered by a Party in
connection with matters to which this Agreement relates, including
losses resulting from mechanical breakdowns or the failure of
communication or power supplies beyond Calamos' control, except a loss
arising out of or relating to Calamos' refusal or failure to comply
with the terms of this Agreement or from bad faith, negligence, or
willful misconduct on its part in the performance of its duties under
this Agreement. Notwithstanding any other provision of this Agreement,
if Calamos has exercised reasonable care in the performance of its
duties under this Agreement, each Party shall indemnify and hold
harmless Calamos, its directors, officers, employees and agents from
and against any and all claims, demands, losses, expenses, and
liabilities of any and
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every nature (including reasonable attorneys' fees) that Calamos, its
directors, officers, employees and agents may sustain or incur or that
may be asserted against Calamos by any person arising out of any
action taken or omitted to be taken by it in performing the services
hereunder, (i) in accordance with the standard of care set forth
herein, or (ii) in reliance upon any written or oral instruction
provided to Calamos by any duly authorized officer of a Party, such
duly authorized officer to be included in a list of authorized
officers furnished to Calamos and as amended from time to time in
writing by resolution of a Party's Board of Trustees, except for any
and all claims, demands, losses, expenses, and liabilities arising
directly or indirectly out of or relating to Calamos' refusal or
failure to comply with the terms of this Agreement or from bad faith,
negligence or from willful misconduct on its part in performance of
its duties under this Agreement.
Calamos shall indemnify and hold each Party, its officers, trustees
and employees harmless from and against any and all claims, demands,
losses, expenses, and liabilities of any and every nature (including
reasonable attorneys' fees) that such Party may sustain or incur or
that may be asserted against such Party by any person arising directly
or indirectly out of any action taken or omitted to be taken by
Calamos as a result of Calamos' refusal or failure to comply with the
terms of this Agreement, its bad faith, negligence, or willful
misconduct.
In the event of a mechanical breakdown or failure of communication or
power supplies beyond its control, Calamos shall take all reasonable
steps to minimize service interruptions for any period that such
interruption continues beyond Calamos' control. Calamos will make
every reasonable effort to restore any lost or damaged data and
correct any errors resulting from such a breakdown at the expense of
Calamos. Calamos agrees that it shall, at all times, have reasonable
contingency plans with appropriate parties, making reasonable
provision for emergency use of electrical data processing equipment to
the extent appropriate equipment is available. Representatives of each
Party shall be entitled to inspect Calamos' premises and operating
capabilities at any time during regular business hours of Calamos,
upon reasonable notice to Calamos.
Notwithstanding the above, Calamos reserves the right to reprocess and
correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section
shall apply, it is understood that if in any case the indemnitor may
be asked to indemnify or hold the indemnitee harmless, the indemnitor
shall be fully and promptly advised of all pertinent facts concerning
the situation in question, and it is further understood that the
indemnitee will use all reasonable care to notify the indemnitor
promptly concerning any situation that presents or appears likely to
present the probability of a claim for indemnification. The indemnitor
shall have the option to defend the indemnitee against any claim that
may be the subject of this indemnification with counsel reasonably
satisfactory to indemnitee unless the legal rights and defenses
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available to indemnitor and indemnitee present a conflict for joint
counsel. In the event that the indemnitor so elects to defend
indemnitee, it will so notify the indemnitee and thereupon the
indemnitor shall take over complete defense of the claim, and the
indemnitee shall in such situation initiate no further legal or other
expenses for which it shall seek indemnification under this section
provided, however, if a conflict of interest arises after the election
to defend, indemnitee may select its own counsel and shall be entitled
to seek indemnification for expenses. Indemnitee shall in no case
confess any claim or make any compromise in any case in which the
indemnitor will be asked to indemnify the indemnitee except with the
indemnitor's prior written consent; provided however, that the
indemnitor shall not settle a claim that results in any admission of
wrongdoing by indemnitee without indemnitee's prior written consent.
5. PROPRIETARY AND CONFIDENTIAL INFORMATION
Calamos agrees on behalf of itself and its directors, officers, and
employees to treat confidentially and as proprietary information of each
Party all records and other information relative to such Party and prior,
present, or potential shareholders of such Party (and clients of said
shareholders) including all shareholder trading information, and not to use
such records and information for any purpose other than the performance of
its responsibilities and duties hereunder, except after prior notification
to and approval in writing by the Party, which approval shall not be
unreasonably withheld when requested to divulge such information by duly
constituted authorities, or when so requested by such Party. Calamos
acknowledges that it may come into possession of material nonpublic
information with respect to a Party and confirms that it has in place
effective procedures to prevent the use of such information in violation of
applicable xxxxxxx xxxxxxx laws.
Further, Calamos will adhere to the privacy policies adopted by each Party
pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as it may be modified
from time to time (the "Act"). Notwithstanding the foregoing, Calamos will
not share any nonpublic personal information concerning any Party's
shareholders with any third party unless specifically directed by such
Party or allowed under one of the exceptions noted under the Act.
6. TERM OF AGREEMENT; AMENDMENT
This Agreement shall become effective as of the date first written above
and will continue in effect until July 31, 2005, and from year-to-year
thereafter; this Agreement may be terminated by either party upon giving 60
days prior written notice to the other party or such shorter period as is
mutually agreed upon by the parties. This Agreement may be amended by
mutual written agreement of the parties.
7. RECORDS
Calamos shall keep records relating to the services to be performed
hereunder in the form and manner, and for such period, as it may deem
advisable and is agreeable to the Parties, but not inconsistent with the
rules and regulations of appropriate government authorities,
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in particular, Section 31 of the 1940 Act and the rules thereunder. Calamos
agrees that all such records prepared or maintained by Calamos relating to
the services to be performed by Calamos hereunder are the property of each
respective Party and will be preserved, maintained, and made available in
accordance with such applicable sections and rules of the 1940 Act and will
be promptly surrendered to such Party on and in accordance with its
request. Calamos agrees to provide any records necessary for each Party to
comply with its disclosure controls and procedures adopted in accordance
with the Xxxxxxxx-Xxxxx Act. Without limiting the generality of the
foregoing, the Calamos shall cooperate with each Party and assist such
Party as necessary by providing information to enable the appropriate
officers of such Party to execute any certification required under that
Act.
8. GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the State
of Illinois, without regard to conflicts of law principles. To the extent
that the applicable laws of the State of Illinois, or any of the provisions
herein, conflict with the applicable provisions of the 1940 Act, the latter
shall control, and nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or order of the SEC thereunder.
9. DUTIES IN THE EVENT OF TERMINATION
In the event that, in connection with termination of this Agreement, a
successor to any of Calamos' duties or responsibilities hereunder is
designated by the Parties by written notice to Calamos, Calamos will
promptly, upon such termination and at the expense of each Party, transfer
to such successor all relevant books, records, correspondence and other
data established or maintained by Calamos under this Agreement in a form
reasonably acceptable to the Parties (if such form differs from the form in
which Calamos has maintained the same, each Party shall pay any expenses
associated with transferring the same to such form), and will cooperate in
the transfer of such duties and responsibilities, including provision for
assistance from Calamos' personnel in the establishment of books, records
and other data by such successor.
10. NO AGENCY RELATIONSHIP
Nothing herein contained shall be deemed to authorize or empower Calamos to
act as agent for the Trust party to this Agreement, nor to conduct business
in the name, or for the account, of the other party to this Agreement.
11. DATA NECESSARY TO PERFORM SERVICES
The Parties or their agent shall furnish to Calamos the data necessary to
perform the services described herein at such times and in such form as
mutually agreed upon. If Calamos is also acting in another capacity for
such Party, nothing herein shall be deemed to relieve Calamos of any of its
obligations in such capacity.
12. ASSIGNMENT
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This Agreement may not be assigned by either party without the prior
written consent of the other party.
13. NOTICES
Any notice required or permitted to be given by either party to the other
shall be in writing and shall be deemed to have been given on the date
delivered personally or by courier service, or upon delivery after sent by
registered or certified mail, postage prepaid, return receipt requested, or
on the date sent and confirmed received by facsimile transmission to the
other party's address set forth below:
Notice to Calamos shall be sent to:
Calamos Asset Management, Inc.
Attention: General Counsel
0000 Xxxx Xxxxxxxxxxx Xxxx,
Xxxxxxxxxx, XX 00000-0000
and notice to the Parties shall be sent to:
[NAME OF PARTY]
Attention: Treasurer
0000 Xxxx Xxxxxxxxxxx Xxxx,
Xxxxxxxxxx, XX 00000-0000
14. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement of the parties with respect
to the subject matter hereof and supersedes all prior agreements,
arrangements and understandings, whether written or oral.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by a duly authorized officer on one or more counterparts as of the date first
above written.
CALAMOS INVESTMENT TRUST, ON BEHALF CALAMOS ADVISORS LLC
AND EACH OF ITSELF AND EACH SERIES
THEREUNDER
By: By:
--------------------------------- ------------------------------------
Title: Assistant Treasurer Title: Secretary
CALAMOS ADVISORS TRUST, ON BEHALF OF
ITSELF AND EACH SERIES THEREUNDER
By:
---------------------------------
Title: Assistant Treasurer
CALAMOS CONVERTIBLE OPPORTUNITIES AND
INCOME FUND
By:
---------------------------------
Title: Assistant Treasurer
CALAMOS CONVERTIBLE AND HIGH INCOME
FUND
By:
---------------------------------
Title: Assistant Treasurer
CALAMOS STRATEGIC TOTAL RETURN FUND
By:
---------------------------------
Title: Assistant Treasurer
CALAMOS GLOBAL TOTAL RETURN FUND
By:
---------------------------------
Title: Assistant Treasurer
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EXHIBIT A
TO THE
FINANCIAL ACCOUNTING SERVICES AGREEMENT
FEE SCHEDULE
Each Party shall pay to Calamos for the services contemplated hereunder the
following annual rate based on the daily average net assets of all Parties:
0.0175% on the first $1 billion
0.0150% on the next $1 billion
0.0110% on average net assets in excess of $2 billion
SCHEDULE I
Calamos Investment Trust, a Massachusetts business trust
Calamos Convertible Fund
Calamos Growth and Income Fund
Calamos Market Neutral Fund
Calamos Growth Fund
Calamos Global Growth and Income Fund
Calamos High Yield Fund
Calamos Value Fund
Calamos Blue Chip Fund
Calamos International Growth Fund
Calamos Advisors Trust, a Massachusetts business trust
Calamos Growth and Income Portfolio
Calamos Convertible Opportunities and Income Fund, a Delaware statutory trust
Calamos Convertible and High Income Fund, a Delaware statutory trust
Calamos Strategic Total Return Fund, a Delaware statutory trust
Calamos Global Total Return Fund, a Delaware statutory trust
