FIDELITY BOND INSURANCE ALLOCATION AGREEMENT
This Agreement is dated as of January 31, 2007 and is entered into by and
among:
Calamos Advisors Trust
Calamos Convertible and High Income Fund
Calamos Convertible Opportunities and Income Fund
Calamos Global Total Return Fund
Calamos Investment Trust
Calamos Strategic Total Return Fund
Calamos Advisors LLC ("Calamos Advisors")
Calamos Asset Management, Inc.
Calamos Family Partners, Inc.
Calamos Financial Services LLC
Calamos Holdings LLC
Calamos Partners LLC
Calamos Profit Sharing 401(k) Plan
(each of such parties being referred to individually as a "PARTY" and
collectively as the "PARTIES").
In order to obtain joint-insureds fidelity bond insurance under an
insurance policy (the "POLICY") on favorable terms, and in consideration of the
mutual agreements set forth below, the Parties agree as follows:
1. THE POLICY. The Parties agree to secure and maintain a Policy, which
will insure each Party and, if such Party is an investment company (an
"investment company") registered under the Investment Company Act of 1940, as
amended (the "Investment Company Act"), its respective portfolios.
2. PRIMARY COVERAGE. Each Party shall have "Primary Coverage" (i.e. minimum
insured coverage) under the Policy, under which they are insured, as set forth
in the Schedule to this Agreement, which Schedule may be amended from time to
time by the Parties. Each Party who is an investment company shall have Primary
Coverage in an amount at least equal to the amount required by applicable laws
and regulations. This Agreement applies to the initial Policy and any future
insurance policy insuring the same Insureds, all as modified from time to time.
Each Party shall promptly take action to increase its Primary Coverage amount,
which shall therefore increase the total amount (i.e. limit of liability) of the
Policy, whenever required to comply with applicable federal statutes and
regulations, including but not limited to Rule 17g-1 under the Investment
Company Act.
3. DEFINITIONS. As used in this Agreement, the following terms have the
following meanings:
(a) "AGENT" means Calamos Advisors or its successor, acting as agent
for the Parties.
(b) "COMMISSION" means the Securities and Exchange Commission.
(c) "INSURED" means, a Party and, for investment companies, any
portfolio of any Party and "Insureds" means all Parties and all portfolios
of the Parties.
(d) "INSURED LOSS" means a loss (including all related expenses) of an
Insured that is covered under the Policy (including any endorsement
thereof) or that would be so covered but for the exhaustion of the
applicable limit of liability and any applicable deductible.
(e) "POLICY PERIOD" means the period from the initial effective date
of the Policy through the next succeeding anniversary date or the period
from any anniversary date subsequent to the initial effective date through
the next succeeding anniversary date (or any modification of such period as
may be agreed to by the Parties and the insurer).
4. ALLOCATION OF PREMIUMS. Each Party shall pay that portion of the Policy
premium for any Policy Period equal to (i) the underwriter's estimate of
relative cost to that Insured of a single-insured policy providing coverage
similar to such policy but in an amount equal to the Primary Coverage allocated
to that Insured under this Agreement, as such amount may be amended from time to
time, in relation to (ii) the aggregate of the cost to all Insureds of such
single-insured policies.
5. ALLOCATION OF COVERAGES. The Policy is a "claims made" policy. Proceeds
paid under the Policy shall be allocated among the Insureds as follows.
(a) COVERAGE SUFFICIENT FOR ALL INSURED LOSSES. If the aggregate
Insured Losses of all Insureds relating to claims with respect to a
particular Policy Period are covered by proceeds of the Policy for that
Policy Period, such proceeds shall be allocated among the Insureds
according to their respective Insured Losses.
(b) ALLOCATION OF INSUFFICIENT COVERAGE. If the aggregate Insured
Losses of all Insureds relating to claims with respect to a particular
Policy Period exceed the aggregate proceeds of the Policy for Insured
Losses for that Policy Period, such proceeds shall be first allocated among
the Insureds who sustained such losses in proportion to their respective
Primary Coverages; and if, after such initial allocation, there are
remaining proceeds for Insured Losses relating to that Policy Period, such
remaining proceeds shall be further allocated among such Insureds whose
Insured Losses have not yet been paid in proportion to such respective
Primary Coverages of those Insureds (repeating this further allocation
procedure until all of such proceeds have been allocated).
(c) REALLOCATION. If all Insured Losses relating to a Policy Period
under the Policy are not paid at the same time, the Insureds who claim such
Insured Losses for that Policy Period shall make such provisions as they
deem suitable to the particular circumstances (taking into account the size
of any payments received, the size, nature and expected result of any
remaining claims, and all other relevant factors) to permit a later
reallocation of amounts first paid in accordance with this section 5.
6. NOTICES. Each Insured agrees promptly to give to the Insurer all notices
required under the Policy.
2
7. AGENT. The Agent is hereby appointed as the agent for the Insureds for
the purposes of seeking, negotiating and obtaining the Policy and of making,
adjusting, receiving and enforcing payment of all claims under the Policy and
otherwise dealing with the insurer with respect to the Policy. All expenses
incurred by the Agent in its capacity as agent for claims shall be shared by the
Parties and their respective Insureds on whose behalf the expenses were incurred
in proportion to their Insured Losses.
8. NOTIFICATION OF AGENT. Each Party shall promptly notify the Agent in
writing of any circumstance that may give rise to a claim by such Party or its
Insureds under the Policy.
9. FILING WITH THE COMMISSION. Each Party, as required by Rule 17g-1 under
Section 17(g) of the Investment Company Act of 1940, shall file a copy of this
Agreement and any amendment hereto with the Commission.
10. MODIFICATION AND TERMINATION. This Agreement may be modified or amended
from time to time by mutual written agreement among the Parties. It shall
terminate with respect to any Insured as of the date such Insured ceases to be
an insured under the Policy; provided that such termination shall not affect
that Insured's rights and obligations hereunder with respect to any claims or
Insured Losses relating to a period when that Insured was insured under the
Policy. This Agreement may be terminated by either Party by written notice to
the other Party given not less than 60 days prior to the date specified for
termination.
11. PRIOR AGREEMENTS. This Agreement shall supersede any prior agreement
among the Parties relating to the allocation of premiums and coverage under any
joint-insured policy bond providing fidelity coverage, and any such agreement is
hereby terminated.
12. FURTHER ASSURANCES. Each Party agrees to perform such further acts and
execute such further documents as are necessary to effect the purposes hereof.
[Signature Page follows]
3
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed.
CALAMOS ADVISORS TRUST CALAMOS ASSET MANAGEMENT, INC.
By /s/ Xxxxx X. Xxxxxx, Xx. By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------- -------------------------------------
CALAMOS INVESTMENT TRUST CALAMOS FAMILY PARTNERS, INC.
By /s/ Xxxxx X. Xxxxxx, Xx. By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------- -------------------------------------
CALAMOS CONVERTIBLE AND HIGH INCOME CALAMOS FINANCIAL SERVICES LLC
FUND
By /s/ Xxxxxxx X. Xxxxxxx
By /s/ Xxxxx X. Xxxxxx, Xx. ------------------------------------
----------------------------------
CALAMOS HOLDINGS LLC
CALAMOS CONVERTIBLE OPPORTUNITIES AND
INCOME FUND
By /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
By /s/ Xxxxx X. Xxxxxx, Xx.
----------------------------------
CALAMOS PARTNERS LLC
CALAMOS GLOBAL TOTAL RETURN FUND
By /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
By /s/ Xxxxx X. Xxxxxx, Xx.
----------------------------------
CALAMOS PROFIT SHARING 401(K) PLAN
CALAMOS STRATEGIC TOTAL RETURN FUND
By /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
By /s/ Xxxxx X. Xxxxxx, Xx.
----------------------------------
CALAMOS ADVISORS LLC
By /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
4
SCHEDULE TO FIDELITY BOND INSURANCE ALLOCATION AGREEMENT
DATED AS OF JANUARY 31, 2007
PARTY PRIMARY COVERAGE
----- ----------------
Calamos Advisors Trust $ 350,000
Calamos Investment Trust 2,500,000
Calamos Convertible and High Income Fund 1,250,000
Calamos Convertible Opportunities and Income Fund 1,250,000
Calamos Global Total Return Fund 600,000
Calamos Strategic Total Return Fund 2,100,000
Calamos Advisors LLC 335,000
Calamos Asset Management, Inc. 40,000
Calamos Family Partners, Inc. 35,000
Calamos Financial Services LLC 135,000
Calamos Holdings LLC 135,000
Calamos Partners LLC 135,000
Calamos Profit Sharing 401(k) Plan 135,000
Total $9,000,000
