0000950123-10-049924 Sample Contracts

CALAMOS CONVERTIBLE AND HIGH INCOME FUND UP TO 5,000,000 COMMON SHARES OF BENEFICIAL INTEREST CAPITAL ON DEMAND™ SECOND AMENDED AND RESTATED SALES AGREEMENT
Sales Agreement • May 17th, 2010 • Calamos Convertible & High Income Fund • New York

CALAMOS CONVERTIBLE AND HIGH INCOME FUND, a Delaware statutory trust (the “Fund”), CALAMOS ADVISORS LLC, a Delaware limited liability company (the “Adviser”) and JONESTRADING INSTITUTIONAL SERVICES LLC (“Jones”) previously entered into an amended and restated sales agreement dated April 14, 2009 (the “Original Agreement”). The parties hereby terminate the Original Agreement and confirm their agreement in the form of this Second Amended and Restated Sales Agreement (this “Agreement”) as follows:

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Master Custodian Agreement
Master Custodian Agreement • May 17th, 2010 • Calamos Convertible & High Income Fund • Massachusetts

This Agreement is made as of September 11, 2009 by and among each management investment company identified on Appendix A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 19.5 below, shall hereinafter be referred to as a “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

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