0000950123-11-040739 Sample Contracts

CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • April 28th, 2011 • Calamos Convertible Opportunities & Income Fund • Delaware

This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made on September 13, 2006 and hereby amends the Agreement and Declaration of Trust dated as April 17, 2002 (as such agreement is hereby amended and restated, the “Agreement and Declaration of Trust”), by the undersigned (together with all other persons from time to time duly elected, qualified and serving as Trustees in accordance with the provisions of Article II hereof, the “Trustees”) for the purpose of forming a Delaware business trust in accordance with the provisions hereinafter set forth;

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 28th, 2011 • Calamos Convertible Opportunities & Income Fund • Delaware

AGREEMENT made as of the 17th day of June 2002 (the “Agreement”), 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 CONVERTIBLE OPPORTUNITIES AND INCOME FUND, a Delaware business trust having its principal office and place of business in Naperville, Illinois (the “Trust”).

STOCK TRANSFER AGENCY AGREEMENT
Stock Transfer Agency Agreement • April 28th, 2011 • Calamos Convertible Opportunities & Income Fund • New York

AMENDED AND RESTATED AGREEMENT, made as of June 15, 2007, by and between EACH ENTITY SET FORTH IN SCHEDULE II HERETO, as such Schedule may be amended from time to time to add additional funds managed by Calamos Advisors LLC (each such existing fund, and any additional fund, hereinafter referred to as the “Customer”), each a business trust organized and existing under the laws of the State of Delaware, and THE BANK OF NEW YORK, a New York trust company (hereinafter referred to as the “Bank”).

December 21, 2010 VIA FEDERAL EXPRESS State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110 Attention: Matt Malkasian, Vice President Theresa B. Dewar, Vice President Re: Amendment Dear Mr. Malkasian and Ms. Dewar:
Master Services Agreement • April 28th, 2011 • Calamos Convertible Opportunities & Income Fund

In accordance with Section 8.7, the Amendments provision, of the Master Services Agreement by and among each registered management investment company party thereto (collectively, the “Funds”), and State Street Bank and Trust Company (“State Street”) dated as of March 15, 2004 (the “Agreement”), and in consideration of the mutual agreements and covenants contained herein, the parties agree to the following amendments to the Agreement:

CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND Subscription Agreement
Subscription Agreement • April 28th, 2011 • Calamos Convertible Opportunities & Income Fund

This Agreement made this June 14, 2002 by and between Calamos Convertible Opportunities and Income Fund, a Delaware business trust (the “Fund”), and Calamos Asset Management, Inc., an Illinois corporation (the “Subscriber”);

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