CALAMOS INVESTMENT TRUST Fourth Amended and Restated Distribution Agreement
Exhibit (e)(1)
CALAMOS INVESTMENT TRUST
Fourth Amended and Restated
This FOURTH AMENDED AND RESTATED DISTRIBUTION AGREEMENT (the “Agreement”) made as of December
20, 2007, between CALAMOS FINANCIAL SERVICES LLC, a limited liability company organized under the
laws of the State of Delaware and having its principal office and place of business in Naperville,
Illinois (the “Distributor”), and CALAMOS INVESTMENT TRUST, a Massachusetts business trust having
its principal office and place of business in Naperville, Illinois (the “Trust”), which offers
shares of beneficial interest in different series representing interests in different portfolios of
assets (each series being referred to herein as a “Fund”).
WITNESSETH:
In consideration of the agreements herein contained and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, it is
agreed:
1. Appointment of Distributor. The Trust hereby appoints the Distributor as its exclusive
agent to sell and distribute Class R Shares of each Fund except Calamos Government Money Market
Fund and Class A Shares, Class B Shares, Class C Shares and Class I Shares of each Fund
(collectively, the “Shares”) at the offering price thereof as from time to time determined in the
manner herein provided. The Distributor hereby accepts such appointment and agrees during the term
of this Agreement to provide the services and to assume the obligations set forth herein. The Trust
agrees that it will not, without the Distributor’s consent, sell or agree to sell any Shares
otherwise than through the Distributor, except that (a) the Trust may itself sell Shares as an
investment to the trustees, officers, directors and bona fide full-time employees of the Trust, the
Distributor and the Trust’s investment adviser; and (b) the Trust may issue Shares in connection
with a merger, consolidation or acquisition of assets on such basis as may be authorized or
permitted under the Investment Company Act of 1940, as amended (the “Investment Company Act”);
provided that in no event as to any of the foregoing exceptions shall the Shares be issued and sold
at less than the net asset value thereof.
2. Basis of Sale of Shares. The Distributor does not agree to sell any specific number of
Shares. Shares will be sold by the Distributor as agent for the Trust only against orders
therefor. The Distributor will not purchase Shares from anyone other than the Trust except as agent
for the Trust.
3. Offering Price. All Shares offered for sale by the Distributor shall be offered for sale
at a price per share (the “Offering Price”) equal to (a) the net asset value per share of the Fund
(determined in the manner set forth in the Trust’s Declaration of Trust) plus (b) in the case of
Class A Shares, except as set forth in the then current Prospectuses, a sales charge applicable to
Shares, which shall be the percentage of the Offering Price of such Shares as set forth in the
Fund’s then current effective Prospectuses, and, in the case of the Class B, Class C and Class R
Shares, as set forth below. The Offering Price, if not an exact multiple of one cent, shall be
adjusted to the nearest cent.
4. Distribution Fees and Contingent Deferred Sales Charges.
(a) Class B Shares. In accordance with the Fourth Amended and Restated Distribution Plan
effective December 20, 2007 (the “Plan”), the Trust in respect of each Fund shall pay to the
Distributor or, at the Distributor’s direction, to a third party, monthly in arrears on or prior to
the third business day of the following calendar month, a fee (the “Class B Distribution Fee”)
equal to the average daily net assets of Class B Shares multiplied by that portion of 0.75% that
the number of days in the month bears to 365. The Trust in respect of each Fund agrees to withhold
from redemption proceeds of the Class B Shares, any contingent deferred sales charge (“CDSC”)
payable with respect to the Class B Shares, as provided in such Fund’s Prospectus, and to pay the
same over to the Distributor or, at the Distributor’s direction, to a third party or such party’s
designee, at the time the redemption proceeds are payable to the holder of such shares redeemed.
Payment of these CDSC amounts to the Distributor is not contingent upon the adoption or
continuation of any Plan.
The Distributor shall be considered to have performed all services so as to entitle it to the
right to the payment of the Class B Distribution Fee so long as the Plan with regard to such Class
B Shares continues pursuant to its terms and the right to payment of any CDSC with respect to each
Class B Share upon the settlement date of the redemption of such Class B Share.
The provisions set forth in Section 5 of the Plan (in effect on the date hereof) are hereby
incorporated by reference into this Section 4(a) with the same force and effect as if set forth
herein in their entirety.
(b) Class C Shares. In accordance with the Plan, the Trust in respect of each Fund shall pay
to the Distributor or, at the Distributor’s direction, to a third party, monthly in arrears on or
prior to the third business day of the following calendar month, a fee (the “Class C Distribution
Fee”) equal to the average daily net assets of Class C Shares multiplied by that portion of 0.75%
that the number of days in the month bears to 365. The Trust in respect of each Fund agrees to
withhold from redemption proceeds of the Class C Shares, any CDSC payable with respect to the Class
C Shares, as provided in such Fund’s Prospectus, and to pay the same over to the Distributor or, at
the Distributor’s direction, to a third party or such party’s designee, at the time the redemption
proceeds are payable to the holder of such shares redeemed. Payment of these CDSC amounts to the
Distributor is not contingent upon the adoption or continuation of any Plan.
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The Distributor shall be considered to have performed all services so as to entitle it to the
right to the payment of the Class C Distribution Fee with respect to the first year following
issuance of each Class C Share so long as with respect to the Class C Distribution Fee, the Plan
with regard to such Class C Shares continues pursuant to its term and the right to payment of the
CDSC with respect to each Class C Share upon the settlement date of the redemption of such Class C
Share.
The provisions set forth in Section 5 of the Plan (in effect on the date hereof) are hereby
incorporated by reference into this Section 4(b) with the same force and effect as if set forth
herein in their entirety.
(c) Class R Shares. In accordance with the Plan, the Trust in respect of each Fund, with the
exception of Calamos Government Money Market Fund, shall pay to the Distributor or, at the
Distributor’s direction, to a third party, monthly in arrears on or prior to the third business day
of the following calendar month, a fee (the “Class R Distribution Fee”) equal to the average daily
net assets of Class R Shares multiplied by that portion of 0.50% that the number of days in the
month bears to 365.
(d) Payments.
(i) The Trust will not take any action to waive or change any CDSC in respect
to the Class B or C Shares of any Fund, the date of original issuance of which
occurs on or prior to the taking of such action, except as provided in the Fund’s
prospectus or statement of additional information on the date such Class B or Class
C Share was issued, without the consent of the Distributor and its assigns, and
nothing will terminate the Distributor’s right to the CDSCs (including without
limitation a Complete Termination, as defined in Section 5(iii) of the Plan) with
respect to such shares.
(ii) Except as provided in Section 5(ii) of the Plan, the Fund’s obligation to
pay the Distribution Fees and CDSCs payable in respect of the Class B or C Shares of
any Fund, as applicable, to the Distributor shall be absolute and unconditional and
shall not be subject to any dispute, offset, counterclaim or any defense whatsoever,
at law or equity, including, without limitation, any of the foregoing based on the
insolvency or bankruptcy of the Distributor.
5. Service Fees. The Trust in respect of each Fund and Class of shares shall pay to the
Distributor, monthly in arrears on or prior to the third business day of the following calendar
month, a fee for personal shareholder services or recordkeeping (the “Service Fee”) at the rate
described in the applicable current prospectus of such Fund and Class at the time of such payment.
6. Manner of Offering. The Distributor will conform to the securities laws of any
jurisdiction in which it sells, directly or indirectly, any Shares. The Distributor also agrees to
furnish to the Trust sufficient copies of any agreements, plans or sales literature it intends to
use in connection with any sales of Shares in adequate time for the Trust to file and clear them
with the proper authorities before they are put in use, and not to use them until so filed and
cleared.
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The Distributor shall have the right to accept or reject orders for the purchase of Shares.
Any consideration that the Distributor may receive in connection with a rejected purchase order
will be returned promptly to the prospective purchaser. The Trust or its transfer agent or
shareholder servicing agent is authorized to confirm sales of Shares on behalf of the Distributor.
The Trust shall register or cause to be registered all Shares sold by the Distributor pursuant to
the provisions hereof in such name or names and amounts as the Distributor may request from time to
time and the Trust shall issue or cause to be issued certificates evidencing such Shares for
delivery to Distributor or pursuant to Distributor’s direction if and to the extent that the Trust
contemplates the issuance of such share certificates. All Shares, when so issued and paid for,
shall be fully paid and nonassessable.
7. Securities Laws. The Trust has delivered to Distributor a copy of the current Prospectus
relating to Shares. The Trust agrees that it will use its best efforts to continue the
effectiveness of the Trust’s Registration Statement under the Securities Act of 1933, as amended
(the “Securities Act”). The Trust further agrees to prepare and file any amendments to its
Registration Statement as may be necessary and any supplemental data in order to comply with the
Securities Act. The Trust has already registered under the Investment Company Act as an investment
company, and it will use its best efforts to maintain such registration and to comply with the
requirements of said Act.
At the Distributor’s request, the Trust will take such steps as may be necessary and feasible
to qualify Shares for sale in states, territories or dependencies of the United States of America,
in the District of Columbia and in foreign countries, in accordance with the laws thereof, and to
renew or extend any such qualification; provided, however, that the Trust shall not be required to
qualify Shares or to maintain the qualification of Shares in any state, territory, dependency,
district or country where it shall deem such qualification disadvantageous to the Trust.
The Distributor agrees that:
(a) Neither the Distributor nor any of it officers will take any long or short position
in the Shares, but this provision shall not prevent the Distributor or its officers from
acquiring Shares for investment purposes only;
(b) The Distributor shall furnish to the Trust any pertinent information required to be
inserted with respect to the Distributor as the Distributor within the purview of the
Securities Act in any reports or registration required to be filed with any governmental
authority; and
(c) The Distributor will not make any representations inconsistent with the
Registration Statement or Prospectus(es) of the Funds filed under the Securities Act, as in
effect from time to time.
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8. Allocation of Expenses.
(a) The Trust, either directly or through its investment adviser, will be responsible
for, and shall pay the expenses incurred in connection with:
(i) providing all necessary services, including fees and disbursements of
counsel, related to the preparation, setting in type, printing and filing of any
registration statement and/or prospectus(es) and statement of additional information
required under the Securities Act, or under state securities laws, covering its
Shares, and all amendments and supplements thereto, the mailing of any such
prospectus(es) and statement of additional information to existing shareholders, and
preparing, setting in type, printing and mailing periodic reports to existing
shareholders;
(ii) the cost of all registration or qualification fees;
(iii) the cost of preparing temporary and permanent share certificates for
Shares;
(iv) all the Federal and state (if any) issue and/or transfer taxes payable
upon the issue by or transfer from the Trust to the Distributor of any and all
Shares distributed hereunder.
(b) The Distributor shall bear all sales, promotion or distribution expenses in
connection with the distribution of Shares and shall be the sole judge of the extent to
which sales or promotion expenses shall be incurred. Expenses incurred in complying with
laws regulating the issue or sale of securities shall not be deemed to be sales, promotion
or distribution expenses. The Distributor agrees that, after the prospectus(es), statement
of additional information and periodic reports have been set in type, it will bear the
expense of printing and distributing any copies thereof that are to be used in connection
with the offering of Shares to investors. The Distributor further agrees that it will bear
the expenses of preparing, printing and distributing any other literature used by the
Distributor or furnished by it for use in connection with the offering of the Shares for
sale to the public.
(c) The Trust will be responsible for, and shall pay the expenses of, maintaining
shareholder accounts and furnishing or causing to be furnished to each shareholder a
statement of his account.
9. The Distributor is an Independent Contractor. The Distributor shall be an independent
contractor. The Distributor is responsible for its own conduct, for the employment, control and
conduct of its agents and employees and for injury to such agents or employees or to others through
its agents or employees. The Distributor assumes full responsibility for its agents and employees
under applicable statutes and agrees to pay all employer taxes thereunder.
10. Term of Contract. This Distribution Agreement shall go into effect on the date hereof and
shall continue in effect until July 31, 2008, and thereafter for successive periods of one year
each if such continuance is approved at least annually thereafter (i) either by an affirmative vote
of a majority of the outstanding Shares or by the Trustees, (ii) in either case by a
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majority of the Trustees who are not interested persons of the Distributor or (otherwise than
as Trustees) of the Trust, cast in person at a meeting called for the purpose of voting on such
approval. Written notice of discontinuance of this Distribution Agreement may be given by one
party hereto to the other upon not less than 60 days’ notice.
11. Assignment. This Distribution Agreement may not be assigned by the Distributor and shall
automatically terminate in the event of an attempted assignment by the Distributor; provided,
however, that the Distributor may employ or enter into agreements with such other person, persons,
corporation, or corporations, as it shall determine in order to assist it in carrying out this
Distribution Agreement, and nothing herein shall prohibit the assignment, sale or pledge by the
Distributor of its rights to receive Class B Distribution Fees, Class C Distribution Fees, Class R
Distribution Fees or the CDSC with respect to the Class B Shares or Class C Shares.
12. Indemnification by Distributor. The Distributor agrees to indemnify and hold harmless the
Trust or any other person who has been, is, or may hereafter be an officer, Trustee or employee of
the Trust against any loss, damage or expense reasonably incurred by any of them in connection with
any claim or in connection with any action, suit, or proceeding to which any of them may be a
party, which arises out of or is alleged to arise out of or is based upon any untrue statement or
alleged untrue statement of a material fact, or the omission or alleged omission to state a
material fact necessary to make the statements made not misleading, on the part of the Distributor
or any agent or employee of the Distributor or any other person for whose acts the Distributor is
responsible or is alleged to be responsible, such as any dealer or person through whom sales are
made pursuant to an agreement with the Distributor, unless such statement or omission was made in
reliance upon written information furnished by the Trust. The term “expenses” for purposes of this
and the next paragraph includes attorney’s fees and amounts paid in satisfaction of judgments or in
settlements that are made with the Distributor’s consent. The foregoing rights of indemnification
shall be in addition to any other rights to which the Trust or a Trustee may be entitled as a
matter of law.
13. Indemnification by Trust. The Trust agrees to indemnify and hold harmless the Distributor
and each person who has been, is, or may hereafter be an officer, director, employee or agent of
the Distributor against any loss, damage or expense reasonably incurred by any of them in
connection with any claim or in connection with any action, suit or proceeding to which any of them
may be a party, which arises out of or is alleged to arise out of or is based upon any untrue or
alleged untrue statement of material fact, or the omission or alleged omission to state a material
fact necessary to make the statements therein not misleading, contained in a registration statement
or prospectus, or any amendment or supplement thereto, unless such statement or omission was made
in reliance upon written information furnished by the Distributor. The foregoing rights of
indemnification shall be in addition to any other rights to which the Distributor may be entitled
as a matter of law. Nothing contained herein shall relieve the Distributor of any liability to the
Trust or its shareholders to which the Distributor would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of its duties or reckless disregard
of its obligations and duties hereunder.
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14. Non-exclusive Agreement. The services of the Distributor to the Trust hereunder shall not
be deemed to be exclusive, and the Distributor shall be free to (a) render similar services to, and
act as underwriter or distributor in connection with the distribution of shares of, other
investment companies, and (b) engage in any other businesses and activities from time to time.
15. Amendment. This Distribution Agreement may be amended at any time by mutual agreement in
writing of the parties hereto, provided that any such amendment is approved by a majority of the
Trustees who are not interested persons of the Distributor or by the holders of a majority of the
outstanding Shares or Funds affected.
16. Governing Law. This Agreement shall be construed in accordance with the laws of the State
of Illinois.
17. 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 Trust’s Declaration of 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.
18. Termination of Prior Agreement. All prior Distribution Agreements between the parties are
hereby terminated.
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IN WITNESS WHEREOF, this Distribution Agreement has been executed for the Distributor and the
Trust by their duly authorized officers, as of the date first set forth above.
| CALAMOS FINANCIAL SERVICES LLC |
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| By | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Senior Vice President, Director of Operations | |||
| ATTEST: |
||||
| /s/ Xxxxxxx X. Xxxxx | ||||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Vice President, Associate Counsel and Acting Secretary | |||
| CALAMOS INVESTMENT TRUST |
||||
| By | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Title: | Secretary | |||
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