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EXHIBIT (e)(3)
SELLING GROUP AGREEMENT - CALAMOS(R) INVESTMENT TRUST
___________________________
Name of Firm
___________________________
Address of Principal Office
___________________________
City State Zip Code
Ladies and Gentlemen:
We are the principal underwriter, as defined in the Investment Company Act of
1940, of the shares ("Shares") of Calamos Investment Trust (the "Trust"), a
Massachusetts business trust. We understand that you are a member of the
National Association of Securities Dealers, Inc. (the "NASD") and, on the
basis of such understanding, invite you to become a member of the Selling Group
to distribute the Shares of the Trust on the following terms:
1. Each of us certifies that we and you are a member, in good standing, of
the National Association of Securities Dealers, Inc. ("NASD") and agree to
maintain membership in the NASD. You and ourselves agree to abide by the
Constitution and By-Laws, of the NASD and all the rules and regulations of
the NASD concerning distribution of the securities of open-end investment
companies, including without limitation, NASD Conduct Rule 2830, all of
which are incorporated herein as if set forth in full, and all other rules
and regulations that are now or may become applicable to transactions
hereunder.
2. Orders for Shares received from you and accepted by us will be at the
public offering price applicable to each order in accordance with the then
current effective Prospectus relating to the Shares. The procedure relating
to the handling of orders shall be subject to instructions which we shall
forward from time to time to all members of the Selling Group. All orders
are subject to acceptance by us and we reserve the right in our sole
discretion to reject any order in whole or in part.
3. You shall be entitled to receive from the public offering price of
Class A Shares sold by you the portion of sales commission on such shares
that is to be retained by selling dealers as set forth in the then current
effective Prospectus relating to the Shares, except during any period
designated by us as a period during which shares may be purchased without a
sales commission. In addition, the Trust will remit to us in accordance
with the Distribution Plan (the "Plan") adopted by the Trust under the
Investment Company Act of 1940, a distribution and service fee at the
annual rate of 0.25% of the average daily net assets of Class A Shares of
the Trust and, in the case of each of Class B Shares and Class C shares, a
Service Fee at the annual rate of .25% of the average daily net assets of
the shares and a Distribution Fee at the annual rate of 0.75% of the
average daily net assets of the shares. In turn, we will pay you, in
accordance with the provisions of the Plan, an amount based on the average
daily net asset value of Shares of each class owned by shareholders for
whom you perform account servicing (as defined in the Plan) or for whom you
are the dealer or holder of record at the annual rate of 0.25% in the case
of Class A Shares and 1.00% in the case of each of Class B Shares and Class
C Shares; provided, however, that you are not entitled to receive any
reimbursement in the event that we cease to receive payments from the Trust
on account of shares of a series of the Trust under the Plan and our
reimbursement to you will be reduced to the extent the payment to us from
the Trust is reduced. Our liability is solely limited to the proceeds of
the concession receivable from the Trust. Payments to you in the case of
Class A shares shall be made quarterly after the end of the calendar
quarter for which
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reimbursement is being made. Payments to you in the case of each of Class B and
Class C Shares shall be made as follows: (i) for the first year after an
investment, in a single payment of 1% of the amount of the investment, advanced
by us from our own resources; and (ii) for the second and subsequent years after
an investment, quarterly after the end of the calendar quarter for which
reimbursement is being made. There shall be no commissions payable on the
purchase of Shares through the direct reinvestment of any distributions made by
the Trust, which shall be at the current net asset value.
4. All purchases of Class A Shares made under any cumulative purchase privilege
or letter of intent as set forth in the then current effective Prospectus
relating to the Shares shall be considered a collective individual transaction
for the purpose of determining the commission to which you are entitled as set
forth in paragraph 3 hereof.
5. As a member of the Selling Group, you agree to purchase Shares only through
us or from your customers. Purchases through us shall be made only for the
purpose of covering purchase orders already received from your customers, and we
agree that we will not place orders for the purchase of Shares from the Trust
except to cover purchase orders already received by us. Purchases from your
customers shall be at a price not less than the net asset value quoted by the
Trust at the time of such purchase.
6. You agree that you will not withhold placing customers' orders so as to
profit yourself as a result of such withholding.
7. You agree to sell Shares only (a) to your customers at the public offering
price then in effect or (b) to us as agent for the Trust or to the Trust itself
at the redemption price, as described in the Trust's then current effective
Prospectus relating to the Shares.
8. Settlement shall be made promptly, but in no case later than three (3)
business days after our acceptance of the order or, if so specified by you, we
will make delivery by draft on you, the amount of which draft you agree to pay
on presentation to you. If payment is not so received or made, the right is
reserved forthwith to cancel the sale or, at our option, to resell the Shares to
the Trust at the then prevailing offering price in which latter case you agree
to be responsible for any loss resulting to the Trust or to us from your failure
to make payment as aforesaid.
9. If any Shares sold to you under the terms of this Agreement are repurchased
by the Trust or by us as agent, or are tendered to the Trust for redemption
within seven (7) business days after the date of our confirmation to you of your
original purchase order therefor, you agree to pay forthwith to us the full
amount of the commission allowed to you on the original sale and we agree to pay
such amount to the Trust when received by us. We shall notify you of such
repurchase within ten (10) days of the effective date of such repurchase.
10. All sales will be subject to receipt of Shares by us from the Trust. We
reserve the right in our discretion without notice to you to suspend sales or
withdraw the offering of Shares entirely, or to modify or cancel this Agreement,
which shall be construed in accordance with the laws of the State of Illinois.
All sales shall be subject to the terms and provisions set forth in the Trust's
then current effective Prospectus relating to the Shares.
11. No person is authorized to make any representations concerning the Trust or
its Shares except those contained in the then current effective Prospectus or
Statement of Additional Information relating to the Shares and any such
information as may be released by the Trust as information expressly
supplemental to such Prospectus or Statement of Additional Information relating
to the Shares. In purchasing Shares through us you shall rely solely on the
representations contained in the then current effective Prospectus or Statement
of Additional Information relating to the Shares and supplemental information
mentioned above.
12. Additional copies of any such Prospectus(es) or Statement of Additional
Information and any printed information issued as supplemental to such
Prospectus(es) or Statement of Additional
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Information will be supplied by us to members of the Selling Group in
reasonable quantities upon request.
13. In no transaction shall you have any authority whatever to act as agent of
the Trust or of us or of any other member of the Selling Group, and nothing in
this agreement shall constitute either of us the agent of the other or shall
constitute you or the Trust the agent of the other. In all transactions in the
Shares between you and us, we are acting as agent for the Trust and not as
principal.
14. We acknowledge that the names and addresses and other information
concerning your customers are not our property, and we will not, nor will our
affiliates, use such names, addresses or other information for any purpose
except in connection with the performance of our duties and responsibilities
hereunder and except for providing servicing and informational mailings to the
Trust. Notwithstanding the foregoing, this Paragraph 14 shall not prohibit us
or any of its affiliates from utilizing the names of your customers for any
purpose if such names and addresses are obtained in any manner other than from
you pursuant to this agreement. For purposes of this Section the Trust shall
not be deemed to be an "affiliate" of ours.
15. All communications to us shall be sent to us at 0000 Xxxx Xxxxxxxxxxx Xxxx,
Xxxxxxxxxx, Xxxxxxxx 00000-0000. Any notice to you shall be duly given if
mailed or electronically sent to you at your address as registered from time to
time with the NASD.
16. This Agreement may be terminated upon written notice by either party at any
time, and shall automatically terminate upon its attempted assignment by you,
whether by operation of law or otherwise, or by us otherwise than by operation
on of law.
17. We reserve the right, from time to time and for limited periods, to
increase the sales commission you are entitled to receive under paragraph 3,
but in no event will such sales commission be in excess of the maximum sales
commission as set forth in the then current effective prospectus relating to
the Shares.
18. By accepting this Agreement, you represent that you are registered as a
broker-dealer under the Securities Exchange Act of 1934, are qualified to act
as a dealer in the states or other jurisdictions where you transact business,
and are a member in good standing of the NASD and you agree that you will
maintain such registrations, qualification, and membership in good standing in
full force and effect throughout the term of this Agreement. You further agree
to comply with all applicable Federal laws, the laws of the states or other
jurisdictions concerned, the rules and regulations promulgated thereunder and
the Constitution, By-Laws and Rules of Fair Practice of the NASD and that you
will not offer or sell Shares in any state or jurisdiction where they may not
lawfully be offered and/or sold by you. You agree to indemnify us and the Trust
and to hold us and the Trust harmless from any damage or expense on account of
any wrongful act or omission, not in compliance with this Agreement by you or
any of your employees, representatives or agents.
If you are offering and selling Shares in jurisdictions outside the several
states, territories, and possessions of the United States and are not otherwise
required to be registered, qualified, or a member of the NASD, as set forth
above, you nevertheless agree to observe the applicable laws of the
jurisdiction in which such offer and/or sale is made, to comply with the full
disclosure requirements of the Securities Act of 1933 and the regulations
promulgated thereunder, to conduct your business in accordance with the spirit
of the Rules of Fair Practice of the NASD and to obey all applicable laws and
regulations. Your expulsion from the NASD will automatically terminate this
Agreement without notice. Your suspension from the NASD or a violation by you
of applicable state and federal laws and regulations of authorized regulatory
agencies will terminate this Agreement effective upon notice received by you
from us.
19. This Agreement shall become effective upon receipt by us of a signed copy
hereof, and shall supersede any and all prior Selling Group agreements relating
to the Shares. All amendments to this Agreement shall take effect with respect
to and on the date of any orders placed by you after the date set forth in the
notice of amendment sent to you by the undersigned.
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20. The parties to this agreement hereby agree to indemnify and hold harmless
each other, their officers and directors, and any person who is or may be deemed
to be a controlling person of each other, from and against any losses, claims,
damages, liabilities or expenses (including reasonable fees of counsel) to
which any such person or entity may become subject insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect thereof) arise
out of or are based upon (a) any untrue statement or alleged untrue statement
of material fact, or any omission or alleged omission to state a material fact
made or omitted by it, or (b) any willful misfeasance or gross misconduct by it
in the performance of its duties and obligations hereunder.
21. You acknowledge that we may enter into similar agreements with others
without your consent.
22. If any provision of this agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder shall not be affected
thereby.
Dated:
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CALAMOS(R) FINANCIAL SERVICES, INC.
By:
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The undersigned accepts your invitation to become a member of the Selling Group
and agrees to abide by the foregoing terms and conditions. The undersigned
acknowledges receipt of Prospectuses of the Trust for use in connection with
this offering.
Dated:
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Firm Name:
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Address:
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By:
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Authorized Signature
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Print Name of Authorized Signatory and Title
The above Agreement should be executed in duplicate and both copies returned to
CALAMOS(R) FINANCIAL SERVICES, INC.. We will execute and return an original for
your files.
