EXHIBIT k.3
FINANCIAL ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made as of April 1, 2004, among the parties listed in
Schedule I, as it may be amended from time to time (singularly "Party" and
collectively "Parties") and Calamos Asset Management, Inc., an Illinois
corporation ("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 tests for Calamos
Convertible and High Income Fund ("CHY") and Calamos
Strategic Total Return Fund ("CSQ")
(11) Prepare and distribute press releases for CHY and
CSQ.
F. Monitor Morningstar and Lipper quarterly portfolio reporting and
monthly NAV reporting.
G. Calculate trustee deferred compensation plan accruals and
valuations.
H. 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
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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 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
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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 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, 2004, 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.
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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, 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
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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
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 OF ITSELF AND EACH CALAMOS ASSET MANAGEMENT,
INC. SERIES THEREUNDER
By: /s/ Xxxxx X. Xxxxxx By: Xxxxxxx X. Xxxxxxx
------------------------------ -------------------------------
Title: Secretary Title: EVP & CFO
--------------------------- ----------------------------
CALAMOS ADVISORS TRUST, ON BEHALF OF
ITSELF AND EACH SERIES THEREUNDER
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Title: Secretary
---------------------------
CALAMOS CONVERTIBLE OPPORTUNITIES
AND INCOME FUND
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Title: Secretary
---------------------------
CALAMOS CONVERTIBLE AND HIGH INCOME FUND
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Title: Secretary
---------------------------
CALAMOS STRATEGIC TOTAL RETURN FUND
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Title: Secretary
---------------------------
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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 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
