Exhibit 5.1
MANAGEMENT AGREEMENT
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AGREEMENT made as of the 5th day of July, 1988, between CALAMOS ASSET
MANAGEMENT, INC., a corporation organized under the laws of the State of
Illinois and having its principal office and place of business in Oak Brook,
Illinois (the "Manager"), and CFS INVESTMENT TRUST, a Massachusetts business
trust having its principal office and place of business in Oak Brook, Illinois
(the "Trust").
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is so registered under the Investment Company Act of 1940
(the "1940 Act"); and
WHEREAS, the Manager is engaged principally in the business of
rendering investment management services and is so registered under the
Investment Advisers Act of 1940; and
WHEREAS, the Trust is authorized to issue shares of beneficial
interest in separate series with each such series representing interests in a
separate portfolio of securities and other assets; and
WHEREAS, the Trust now offers shares in two series, Kalliston
Convertible Total Return Fund and Kalliston Preferred Plus Fund (such series
(the "Initial Funds") together with all other series subsequently established by
the Trust with respect to which the Trust desires to retain the Manager to
render investment advisory services hereunder and the Manager is willing so to
do, being herein collectively referred to as the "Funds");
THEREFORE, it is agreed between the parties as follows:
1. APPOINTMENT OF MANAGER.
(a) Initial Funds. The Trust appoints the Manager to act as manager
and investment adviser to the Initial Funds for the period and on the
terms herein set forth. The Manager accepts such appointment and
agrees to render the services herein set forth, for the compensation
herein provided.
(b) Additional Funds. In the event that the Trust establishes one or
more series of shares other than the Initial Funds with respect to
which it desires to retain the Manager to render management and
investment advisory services hereunder, it shall notify the Manager in
writing, indicating the advisory fee which will be payable with
respect to the additional series of shares. If the Manager is willing
to render such services, it shall notify the Trust in writing,
whereupon such series of shares shall become a Fund hereunder.
2. DUTIES OF MANAGER.
The Manager, at its own expense, shall furnish the following services
and facilities to the Trust:
(a) Investment Program. The Manager will (i) furnish continuously an
investment program of each Fund, (ii) determine (subject to the
overall supervision and review of the Board of Trustees of the Trust
(the "Trustees")) what investments shall be purchased, held, sold or
exchanged by each Fund and what portion, if any, of the assets of each
Fund shall be held uninvested, and (iii) make changes on behalf of the
Trust in the investments of each Fund. The Manager will also manage,
supervise and conduct the other affairs and business of the Trust and
each Fund thereof and matters incidental thereto, subject always to
the control of the Trustees and to the provisions of the Declaration
of Trust and By-laws and the 1940 Act.
(b) Office Space and Facilities. The Manager shall furnish the Trust
office space in the offices of the Manager, or in such other place or
places as may be agreed upon from time to time, and all necessary
office facilities, simple business equipment, supplies, utilities, and
telephone service for managing the affairs and investments of the
Trust. These services are exclusive of the necessary services and
records of any dividend disbursing agent, transfer agent, registrar or
custodian, and accounting and bookkeeping services to be provided by
the custodian.
(c) Personnel. The Manager shall provide all necessary executive and
clerical personnel for administering the affairs of the Trust and
shall compensate the Trustees and all personnel and officers of the
Trust if such persons are also employees of the Manager or its
affiliates, except as provided in Paragraph 3(f) hereof.
(d) Portfolio Transactions. The Manager shall place all orders for
the purchase and sale of portfolio securities for the account of each
Fund with brokers or dealers selected by the Manager, although the
Trust will pay the actual brokerage commissions on portfolio
transactions in accordance with Paragraph 3(c). In executing portfolio
transactions and selecting brokers or dealers, the Manager will use
its best efforts to seek on behalf of the Trust or any Fund thereof
the best overall terms available for any transaction. The Manager
shall consider all factors it deems relevant, including the breadth of
the market in the security, the price of the security, the financial
condition and execution capability of the broker or dealer, and the
reasonableness of the commission, if any (for the specific transaction
and on a continuing basis). In evaluating the best overall terms
available, and in selecting the broker or dealer to execute a
particular transaction, the Manager may also consider the brokerage
and research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934)
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provided to any Fund and/or other accounts over which the Manager or
an affiliate of the Manager exercises investment discretion.
Consistent with the Rules of Fair Practice of the National Association
of Securities Dealers, Inc. and subject to seeking the most favorable
price and execution available, Manager may consider sales of shares of
Trust as a factor in the selection of broker-dealers to execute
portfolio transaction for Trust. Manager (or an affiliate of Manager)
may act as broker for Trust in connection with the purchase or sale of
securities by or to Trust if and to the extent permitted by procedures
adopted from time to time by the board of trustees of Trust. Such
brokerage services are not within the scope of the duties of Manager
under this agreement, and, within the limits permitted by law and the
board of trustees of Trust, Manager (or an affiliate of Manager) may
receive brokerage commissions, fees or other remuneration from Trust
for such services in addition to its fee for services as Manager.
Within the limits permitted by law Manager may receive compensation
from Trust for other services performed by it for Trust which are not
within the scope of the duties of Manager under this agreement. The
Manager is authorized to pay to a broker or dealer who provides such
brokerage and research services a commission for executing a portfolio
transaction for any Fund which is in excess of the amount of
commission another broker or dealer would have charged for effecting
that transaction if, but only if, the Manager determines in good faith
that such commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer,
viewed in terms of that particular transaction or in terms of all of
the accounts over which investment discretion is so exercised.
3. ALLOCATION OF EXPENSES.
Except for the services and facilities to be provided by the Manager
as set forth in Paragraph 2 above, the Trust assumes and shall pay all expenses
for all other Trust operations and activities and shall reimburse the Manager
for any such expenses incurred by the Manager. The expenses to be borne by the
Trust shall include, without limitation:
(a) the charges and expenses of any registrar, stock transfer or
dividend disbursing agent, custodian, or depository appointed by the
Trust for the safekeeping of its cash, portfolio securities and other
property;
(b) the charges and expenses of auditors;
(c) brokerage commissions for transactions in the portfolio
securities of the Trust;
(d) all taxes, including issuance and transfer taxes, and corporate
fees payable by the Trust to Federal, state or other governmental
agencies;
(e) the cost of stock certificates (if any) representing shares of
the Trust;
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(f) expenses involved in registering and maintaining registrations of
the Trust and of its shares with the Securities and Exchange
Commission and various states and other jurisdictions, including
reimbursements of actual expenses incurred by the Manager in
performing such functions for the Trust;
(g) all expenses of shareholders' and Trustees' meetings, including
meetings of committees and of preparing, printing and mailing proxy
statements, quarterly reports, semi-annual reports, annual reports and
other communications to shareholders;
(h) all expenses of preparing and setting in type prospectuses, and
expenses of printing and mailing the same to shareholders (but not
expenses of printing and mailing of prospectuses and literature used
for promotional purposes);
(i) compensation and travel expenses of Trustees who are not
"interested persons" within the meaning of the 1940 Act;
(j) the expense of furnishing, or causing to be furnished, to each
shareholder a statement of his account, including the expense of
mailing;
(k) charges and expenses of legal counsel in connection with matters
relating to the Trust, including, without limitation, legal services
rendered in connection with the Trust's corporate and financial
structure and relations with its shareholders, issuance of Trust
shares and registration and qualification of securities under Federal,
state and other laws.
(l) the expenses of attendance at professional meetings of
organizations such as the Investment Company Institute, the No Load
Mutual Fund Association, or Commerce Clearing House by the Trustees
and officers of the Trust, and the membership or association dues of
such organizations;
(m) the cost and expense of maintaining the books and records of the
Trust, including general ledger accounting;
(n) the expense of obtaining and maintaining insurance including a
fidelity bond as required by Section 17(g) of the 1940 Act;
(o) interest payable on Trust borrowings; and
(p) postage.
4. ADVISORY FEE.
(a) For the services and facilities to be provided to each of the
Funds by the Manager as provided in Paragraph 2 hereof, the Trust
shall pay the Manager a monthly fee with respect to each of the Funds
as soon as practical after the last day of each calendar month, which
fee shall be paid at the rate set forth below
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based upon the Monthly Average Net Assets (as defined in subparagraph
(c) below) of such Fund for such calendar month:
ADVISORY FEE SCHEDULE
Monthly Average Net Assets Monthly Fee Rate
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Up to and including $150 million 1/12 of .75%
Over $150 million 1/12 of .50%
(b) In the case of termination of this Agreement with respect to any
Fund during any calendar month, the fee with respect to such Fund for
that month shall be reduced proportionately based upon the number of
calendar days during which it is in effect and the fee shall be
computed upon the average net assets of such Fund for the business
days during which it is so in effect.
(c) The "Monthly Average Net Assets" of any Fund of the Trust for any
calendar month shall be equal to the quotient produced by dividing (i)
the sum of the net assets of such Fund, determined in accordance with
procedures established from time to time by or under the direction of
the Trustees in accordance with the Declaration of Trust of the Trust,
as of the close of business on each day during such month that such
Fund was open for business, by (ii) the number of such days.
5. EXPENSE LIMITATION.
The Manager agrees that for any fiscal year of the Trust during which
the total of all expenses of any series of the Trust (including investment
advisory fees under this agreement, but excluding interest, portfolio brokerage
commissions and expenses, taxes and extraordinary items) exceeds the lowest
expense limitation imposed in any state in which that series of the Trust is
then making sales of its shares or in which its shares are then qualified for
sale, the Manager will reimburse that series of the Trust for such expenses not
otherwise excluded from reimbursement by this Paragraph 5 to the extent that
they exceed such expense limitation.
6. TRUST TRANSACTIONS.
The Manager agrees that neither it nor any of its officers or
directors will take any long or short position in the shares of the Trust;
provided, however, that such prohibition:
(a) shall not prevent the Manager from purchasing shares of the Trust
if orders to purchase such shares are placed upon the receipt by the
Manager of purchase orders for such shares and are not in excess of
such purchase orders received by the Manager; and
(b) shall not prevent the purchase of shares of the Trust by any of
the persons above described for their account and for investment.
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7. RELATIONS WITH TRUST.
Subject to and in accordance with the Declaration of Trust and Bylaws
of the Trust and the Articles of Incorporation and Bylaws of the Manager,
respectively, it is understood that the Trustees, officers, agents and
shareholders of the Trust are or may be interested in the Manager (or any
successor thereof) as directors, officers, or otherwise, that directors,
officers, agents and shareholders of the Manager are or may be interested in the
Trust as Trustees, officers, shareholders or otherwise, and that the effect of
any such adverse interests shall be governed by said Declaration of Trust,
Articles of Incorporation and Bylaws.
8. LIABILITY OF MANAGER AND OFFICERS AND TRUSTEES OF THE TRUST
No provision of this Agreement shall be deemed to protect the Manager
against any liability to the Trust or its shareholders to which it might
otherwise be subject by reason of any willful misfeasance, bad faith or gross
negligence in the performance of its duties or the reckless disregard of its
obligations and duties under this Agreement. Nor shall any provision hereof be
deemed to protect any Trustee or officer of the Trust against any such liability
to which he might otherwise be subject by reason of any willful misfeasance, bad
faith, gross negligence or reckless disregard of his obligations and duties. If
any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise - the remainder of this Agreement shall not
be affected thereby.
9. DURATION AND TERMINATION OF THIS AGREEMENT
(a) Duration. This Agreement shall become effective with respect to
the Initial Funds on the date hereof and, with respect to any
additional Fund, on the date of receipt by the Trust of notice from
the Manager in accordance with Paragraph l(b) hereof that the Manager
is willing to serve as Manager with respect to such Fund. Unless
terminated as herein provided, this Agreement shall remain in full
force and effect until July 5, 1990 with respect to the Initial Funds
and shall continue in full force and effect for periods of one year
thereafter with respect to each Fund so long as such continuance with
respect to any such Fund is approved at least annually (i) by either
the Trustees or by vote of a majority of the outstanding voting shares
(as defined in the 0000 Xxx) of such Fund, and (ii) in either event by
the vote of a majority of the Trustees who are not parties to this
Agreement or "interested persons" (as defined in the 0000 Xxx) of any
such party, cast in person at a meeting called for the purpose of
voting on such approval.
Any approval of this Agreement by the holders of a majority of
the outstanding shares (as defined in the 0000 Xxx) of any Fund shall
be effective to continue this Agreement with respect to any such Fund
notwithstanding (i) that this Agreement has not been approved by the
holders of a majority of the outstanding shares of any other Fund
affected thereby, and (ii) that this Agreement has not been approved
by the vote of a majority of the outstanding
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shares of the Trust, unless such approval shall be required by any
other applicable law or otherwise.
(b) Termination. This Agreement may be terminated at any time,
without payment of any penalty, by vote of the Trustees or by vote of
a majority of the outstanding shares (as defined in the 1940 Act), or
by the Manager on sixty (60) days' written notice to the other party.
(c) Automatic Termination. This Agreement shall automatically and
immediately terminate in the event of its assignment.
10. NAME OF TRUST.
It is understood that the name "CFS", and any logo associated with
that name, is the valuable property of Calamos Asset Management, Inc., and that
the Trust has the right to include "CFS" as a part of its name or the name of
any Fund only so long as this Agreement shall continue. Upon termination of this
Agreement the Trust shall forthwith cease to use the "CFS" name and logo and
shall take such action as is necessary to change the name of any Fund and to
amend its Declaration of Trust to change the Trust's name.
11. PRIOR AGREEMENT SUPERSEDED.
This Agreement supersedes any prior agreement relating to the subject
matter hereof between the parties.
12. SERVICES NOT EXCLUSIVE.
The services of the Manager to the Trust hereunder are not to be
deemed exclusive and the Manager shall be free to render similar services to
others so long as its services hereunder are not impaired thereby.
13. LIMITATION OF LIABILITY.
It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust, personally, but shall bind only the assets and
property of the Trust as provided in the Declaration of Trust of the Trust. The
execution and delivery of this Agreement have been authorized by the Trustees
and shareholders of the Trust and signed by an authorized officer of the Trust,
acting as such, and neither such authorization by the Trustees and shareholders
nor such execution and delivery by such officer shall be deemed to have been
made by any of them individually or to impose any liability on any of them
personally, but shall bind only the assets and property of the Trust as provided
in its Declaration of Trust.
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IN WITNESS WHEREOF, this Management Agreement has been executed for
the Manager and the Trust by their duly authorized officers, as of the date
first set forth above.
CALAMOS ASSET MANAGEMENT, INC.
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx,
President
Attest:
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Secretary
CFS INVESTMENT TRUST
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx,
President
Attest:
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Secretary
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