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Exhibit (d)(6)
MANAGEMENT AGREEMENT
AGREEMENT made as of the 1st day of August 2000, 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 Naperville,
Illinois (the "Manager"), and CALAMOS INVESTMENT TRUST, a Massachusetts business
trust having its principal office and place of business in Naperville, 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 seven series, Convertible Fund,
Convertible Growth and Income Fund, Market Neutral Fund, Growth Fund, Global
Convertible Fund, High Yield Fund and Convertible Technology 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:
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(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) 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
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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;
(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
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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 based upon the Monthly Average Net Assets
(as defined in subparagraph (c) below) of such Fund for such calendar
month:
ADVISORY FEE SCHEDULE
CONVERTIBLE FUND, CONVERTIBLE GROWTH AND INCOME FUND AND MARKET NEUTRAL
FUND
Monthly Average Net Assets Monthly Fee Rate
Up to and including $500 million 1/12 of 0.75%
Above $500 million up to and including $1 billion 1/12 of 0.70%
Above $1 billion 1/12 of 0.65%
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GROWTH FUND
Monthly Average Net Assets Monthly Fee Rate
Up to and including $500 million 1/12 of 1.00%
Above $500 million up to and including $1 billion 1/12 of 0.90%
Above $1 billion 1/12 of 0.80%
GLOBAL CONVERTIBLE FUND
Monthly Fee Rate
1/12 of 1.00%
HIGH YIELD FUND
Monthly Fee Rate
1/12 of 0.75%
CONVERTIBLE TECHNOLOGY FUND
Monthly Fee Rate
1/12 of 1.00%
(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
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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.
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 August 1, 2000 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 31, 2001
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
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vote of a majority of the outstanding voting shares (as defined in the ▇▇▇▇
▇▇▇) 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 ▇▇▇▇ ▇▇▇) 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 ▇▇▇▇ ▇▇▇) 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 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 "Calamos", 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 "Calamos" 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 "Calamos" 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
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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.
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:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
President
Attest:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., Secretary
CALAMOS INVESTMENT TRUST
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
President
Attest:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., Secretary
