EXHIBIT (a)(3)
CALAMOS INVESTMENT TRUST
AMENDMENT NO. 2
TO
THE SECOND AMENDED AND RESTATED AGREEMENT
AND DECLARATION OF TRUST
AMENDMENT NO. 2 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 28th day of
January, 2003.
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
Convertible Growth and Income Fund; Calamos Global Convertible Fund; Calamos
Growth Fund; Calamos Market Neutral Fund; Calamos High Yield Fund; and Calamos
Mid Cap Value Fund; and
WHEREAS, on January 28, 2003, the Trustees voted unanimously to (i)
change the names of the Sub-Trusts designated Calamos Convertible Growth and
Income Fund and Calamos Global Convertible Fund to Calamos Growth and Income
Fund and Calamos Global Fund, respectively and (ii) designate CT Corporation, or
such other person or entity as the Trustees may designate from time to time, as
the Trust's registered agent in Massachusetts; and
WHEREAS, the undersigned has been duly authorized by the Trustees to
execute and file this Amendment No. 2 to the Declaration of Trust (the
"Amendment");
NOW, THEREFORE, effective April 1, 2003, the Declaration of Trust is
hereby amended as follows:
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 seven
Sub-Trusts:
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; and
Calamos Mid Cap Value 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:"
Section 7.6 of the Declaration of Trust is hereby amended to read as
follows:
"Section 7.6 REGISTERED AGENT. The resident agent of the Trust
in the Commonwealth of Massachusetts will be such person or
entity as the Trustees may designate from time to time."
The undersigned hereby certifies that Amendment No. 2 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: /s/ Xxxxx X. Xxxxxx, Xx.
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Name: Xxxxx X. Xxxxxx, Xx.
Title: Secretary
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