Common use of Annual Meetings of Shareholders Clause in Contracts

Annual Meetings of Shareholders. (1) Nominations of persons for election as a Trustee and the proposal of business to be considered by the Shareholders may be made at an annual meeting of Shareholders (i) pursuant to the Trust’s notice of meeting, (ii) by or at the direction of the Trustees or (iii) by any Shareholder of the Trust who was a Shareholder of record both at the time of giving of notice provided for in this Section 3.8(a) and at the time of the annual meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 3.8(a). For nominations for election to the Trustees or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (iii) of paragraph (a)(1) of this Section 3.8, the Shareholder must have given timely notice thereof in writing to the Secretary of the Trust and such other business must otherwise be a proper matter for action by Shareholders. To be timely, a Shareholder’s notice must be delivered to the Secretary at the principal executive office of the Trust by not later than the close of business on the 90th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting nor earlier than the close of business on the 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting; provided, however, that in the event that the date of the mailing of the notice for the annual meeting is advanced or delayed by more than thirty days from the anniversary date of the mailing of the notice for the preceding year’s annual meeting, notice by the Shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of mailing of the notice for such annual meeting and not later than the close of business on the later of the 90th day prior to the date of mailing of the notice for such annual meeting or the 10th day following the day on which public announcement of the date of mailing of the notice for such meeting is first made by the Trust. In no event shall the public announcement of a postponement of the mailing of the notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period for the giving of a Shareholder’s notice as described above. A Shareholder’s notice to be proper must set forth (i) the class or series and number of all shares of the Trust owned beneficially and of record by Shareholder at the time the recommendation is submitted and the dates on which such shares were acquired, specifying the number of shares owned beneficially; (ii) a full listing of the proposed candidate’s education, experience (including knowledge of the investment company industry, experience as a director or senior officer of public or private companies, and directorships on other boards of other registered investment companies), current employment, date of birth, business and residence address, and the names and addresses of at least three professional references; (iii) information as to whether the candidate is, has been or may be an “interested person” (as such term is defined in the Investment Company Act of 1940, as amended) of the Trust, Calamos Advisors LLC (the “Adviser”) or any affiliate of the Adviser, and, if believed not to be or have been an “interested person,” information regarding the candidate that will be sufficient for the Committee to make such determination; (iv) the written and signed consent of the candidate to be named as a nominee and to serve as a Trustee of the Trust, if elected; (v) a description of all arrangements or understandings between the Shareholder, the candidate and/or any other person or persons (including their names) pursuant to which the Shareholder recommendation is being made, and if none, so specify; (vi) the class or series and number of all shares of the Trust or any other Trust owned of record or beneficially by the candidate, as reported by the candidate; and (vii) such other information that would be helpful to the Committee in evaluating the candidate.

Annual Meetings of Shareholders. (1) Nominations of persons for election as a Trustee and the proposal of business to be considered by the Shareholders may be made at an annual meeting of Shareholders (i) pursuant to the Trust’s 's notice of meeting, (ii) by or at the direction of the Trustees or (iii) by any Shareholder of the Trust who was a Shareholder of record both at the time of giving of notice provided for in this Section 3.8(a) and at the time of the annual meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 3.8(a). For nominations for election to the Trustees or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (iii) of paragraph (a)(1) of this Section 3.8, the Shareholder must have given timely notice thereof in writing to the Secretary of the Trust and such other business must otherwise be a proper matter for action by Shareholders. To be timely, a Shareholder’s 's notice must be delivered to the Secretary at the principal executive office of the Trust by not later than the close of business on the 90th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s 's annual meeting nor earlier than the close of business on the 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s 's annual meeting; provided, however, that in the event that the date of the mailing of the notice for the annual meeting is advanced or delayed by more than thirty days from the anniversary date of the mailing of the notice for the preceding year’s 's annual meeting, notice by the Shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of mailing of the notice for such annual meeting and not later than the close of business on the later of the 90th day prior to the date of mailing of the notice for such annual meeting or the 10th day following the day on which public announcement of the date of mailing of the notice for such meeting is first made by the Trust. In no event shall the public announcement of a postponement of the mailing of the notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period for the giving of a Shareholder’s 's notice as described above. A Shareholder’s 's notice to be proper must set forth (i) the class or series and number of all shares of the Trust owned beneficially and of record by Shareholder at the time the recommendation is submitted and the dates on which such shares were acquired, specifying the number of shares owned beneficially; (ii) a full listing of the proposed candidate’s 's education, experience (including knowledge of the investment company industry, experience as a director or senior officer of public or private companies, and directorships on other boards of other registered investment companies), current employment, date of birth, business and residence address, and the names and addresses of at least three professional references; (iii) information as to whether the candidate is, has been or may be an “"interested person” " (as such term is defined in the Investment Company Act of 1940, as amended) of the Trust, Calamos Advisors LLC (the “"Adviser”") or any affiliate of the Adviser, and, if believed not to be or have been an “"interested person,” " information regarding the candidate that will be sufficient for the Committee to make such determination; (iv) the written and signed consent of the candidate to be named as a nominee and to serve as a Trustee of the Trust, if elected; (v) a description of all arrangements or understandings between the Shareholder, the candidate and/or any other person or persons (including their names) pursuant to which the Shareholder recommendation is being made, and if none, so specify; (vi) the class or series and number of all shares of the Trust or any other Trust owned of record or beneficially by the candidate, as reported by the candidate; and (vii) such other information that would be helpful to the Committee in evaluating the candidate.

Annual Meetings of Shareholders. (1) Nominations of persons for election as a Trustee and the proposal of business to be considered by the Shareholders may be made at an annual meeting of Shareholders (i) pursuant to the Trust’s notice of meeting, (ii) by or at the direction of the Trustees or (iii) by any Shareholder of the Trust who was a Shareholder of record both at the time of giving of notice provided for in this Section 3.8(a) and at the time of the annual meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 3.8(a). For nominations for election to the Trustees or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (iii) of paragraph (a)(1) of this Section 3.8, the Shareholder must have given timely notice thereof in writing to the Secretary of the Trust and such other business must otherwise be a proper matter for action by Shareholders. To be timely, a Shareholder’s notice must be delivered to the Secretary at the principal executive office of the Trust by not later than the close of business on the 90th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting nor earlier than the close of business on the 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting; provided, however, that in the event that the date of the mailing of the notice for the annual meeting is advanced or delayed by more than thirty days from the anniversary date of the mailing of the notice for the preceding year’s annual meeting, notice by the Shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of mailing of the notice for such annual meeting and not later than the close of business on the later of the 90th day prior to the date of mailing of the notice for such annual meeting or the 10th day following the day on which public announcement of the date of mailing of the notice for such meeting is first made by the Trust. In no event shall the public announcement of a postponement of the mailing of the notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period for the giving of a Shareholder’s notice as described above. A Shareholder’s notice to be proper must set forth (i) the class or series and number of all shares of the Trust owned beneficially and of record by Shareholder at the time the recommendation is submitted and the dates on which such shares were acquired, specifying the number of shares owned beneficially; (ii) a full listing of the proposed candidate’s 's education, experience (including knowledge of the investment company industry, experience as a director or senior officer of public or private companies, and directorships on other boards of other registered investment companies), current employment, date of birth, business and residence address, and the names and addresses of at least three professional references; (iii) information as to whether the candidate is, has been or may be an “"interested person” " (as such term is defined in the Investment Company Act of 1940, as amended) of the Trust, Calamos Advisors LLC (the “Adviser”) or any affiliate of the Adviser, and, if believed not to be or have been an “interested person,” information regarding the candidate that will be sufficient for the Committee to make such determination; (iv) the written and signed consent of the candidate to be named as a nominee and to serve as a Trustee of the Trust, if elected; (v) a description of all arrangements or understandings between the Shareholder, the candidate and/or any other person or persons (including their names) pursuant to which the Shareholder recommendation is being made, and if none, so specify; (vi) the class or series and number of all shares of the Trust or any other Trust owned of record or beneficially by the candidate, as reported by the candidate; and (vii) such other information that would be helpful to the Committee in evaluating the candidate.

Annual Meetings of Shareholders. (1) Nominations of persons for election as a Trustee and the proposal of other business to be considered by the Shareholders may be made at an annual meeting of Shareholders (i) pursuant to the Trust’s notice of meetingmeeting (or any supplement thereto), (ii) by or at the direction of the Trustees or any committee thereof or (iii) by any Shareholder of the Trust who was a Shareholder of record both at the time of giving of the notice provided for in this Section 3.8(a) is delivered to the Secretary and at the time of the annual meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 3.8(a). For nominations for election to the Trustees or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (iii) of paragraph (a)(1) of this Section 3.8, the Shareholder must have given timely notice thereof in writing to the Secretary of the Trust and any such proposed business (other business than nominations of persons for election as a Trustee) must otherwise be a proper matter for action by Shareholders. To be timely, a Shareholder’s notice must be delivered to the Secretary at the principal executive office of the Trust by not later than the close of business on the 90th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting nor earlier than the close of business on the 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting; provided, however, that in the event that the date of the mailing of the notice for the annual meeting is advanced or delayed by more than thirty days from the anniversary date of the mailing of the notice for the preceding year’s annual meeting, notice by the Shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of mailing of the notice for such annual meeting and not later than the close of business on the later of the 90th day prior to the date of mailing of the notice for such annual meeting or the 10th day following the day on which public announcement of the date of mailing of the notice for such meeting is first made by the Trust. In no event shall the public announcement of a postponement of the mailing of the notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period for the giving of a Shareholder’s notice as described above. A Shareholder’s notice to be proper must set forth forth: (a) as to the Shareholder giving the notice and the beneficial owners, if any, on whose behalf the nomination or proposal is made (i) the name and address of such Shareholder, as they appear in the Trust’s books, and of such beneficial owner, (ii) the class or series and number of all shares of the Trust owned beneficially and of record by Shareholder at the time the recommendation is submitted and the dates on which such shares were acquired, specifying the number of shares owned beneficially, (iii) a description of all arrangements, agreements, or understandings between the Shareholder and any other person or persons (including their names) pursuant to which the Shareholder recommendation is being made (including, in the case of a nomination, the candidate), and if none, so specify, (iv) a representation that the Shareholder is a Shareholder of record of the Trust entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (v) a representation whether the Shareholder or the beneficial owner, if any, intends or is part of a group which intends (y) to deliver a proxy statement and/or form of proxy to Shareholders entitled to cast the requisite number of votes to approve or adopt the proposal or elect the nominee and/or (z) otherwise to solicit proxies or votes from Shareholders in support of such proposal or nomination, and (vi) any other information relating to such Shareholder and beneficial owner, if any, that must be disclosed in solicitation of proxies for election of trustees in an election contest (even if an election contest is not involved), or otherwise would be required, in each case pursuant to the Exchange Act and the rules and regulations promulgated thereunder; (iib) as to each person whom the Shareholder proposes to nominate for election as a director (i) a full listing of the proposed candidate’s education, experience (including knowledge of the investment company industry, experience as a director or senior officer of public or private companies, and directorships on other boards of other registered investment companies), current employment, date of birth, business and residence address, and the names and addresses of at least three professional references; , (iiiii) information as to whether the candidate is, has been or may be an “interested person” (as such term is defined in the Investment Company Act of 1940, as amended) of the Trust, Calamos Advisors LLC (the “Adviser”) or any affiliate of the Adviser, and, if believed not to be or have been an “interested person,” information regarding the candidate that will be sufficient for the Committee Trustees to make such determination; , (iviii) the written and signed consent of the candidate to be named as a nominee and to serve as a Trustee of the Trust, if elected; , (v) a description of all arrangements or understandings between the Shareholder, the candidate and/or any other person or persons (including their names) pursuant to which the Shareholder recommendation is being made, and if none, so specify; (viiv) the class or series and number of all shares of the Trust or any other Trust owned of record or beneficially by the candidate, as reported by the candidate; , and (viiv) such other information that would be helpful to the Committee Trustees in evaluating the candidate; and (c) as to any other business that the Shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration), the reasons for conducting such business at the meeting and any material interest in such business of such Shareholder and the beneficial owner, if any, on whose behalf the proposal is made.

Annual Meetings of Shareholders. (1) Nominations of persons for election as a Trustee and the proposal of other business to be considered by the Shareholders may be made at an annual meeting of Shareholders (i) pursuant to the Trust’s notice of meetingmeeting (or any supplement thereto), (ii) by or at the direction of the Trustees or any committee thereof or (iii) by any Shareholder of the Trust who was a Shareholder of record both at the time of giving of the notice provided for in this Section 3.8(a) is delivered to the Secretary and at the time of the annual meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 3.8(a). For nominations for election to the Trustees or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (iii) of paragraph (a)(1) of this Section 3.8, the Shareholder must have given timely notice thereof in writing to the Secretary of the Trust and any such proposed business (other business than nominations of persons for election as a Trustee) must otherwise be a proper matter for action by Shareholders. To be timely, a Shareholder’s notice must be delivered to the Secretary at the principal executive office of the Trust by not later than the close of business on the 90th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting nor earlier than the close of business on the 120th day prior to the first anniversary of the date of the mailing of the notice for the preceding year’s annual meeting; provided, however, that in the event that the date of the mailing of the notice for the annual meeting is advanced or delayed by more than thirty days from the anniversary date of the mailing of the notice for the preceding year’s annual meeting, notice by the Shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of mailing of the notice for such annual meeting and not later than the close of business on the later of the 90th day prior to the date of mailing of the notice for such annual meeting or the 10th day following the day on which public announcement of the date of mailing of the notice for such meeting is first made by the Trust. In no event shall the public announcement of a postponement of the mailing of the notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period for the giving of a Shareholder’s notice as described above. A Shareholder’s notice to be proper must set forth forth: (a) as to the Shareholder giving the notice and the beneficial owners, if any, on whose behalf the nomination or proposal is made (i) the name and address of such Shareholder, as they appear in the Trust’s books, and of such beneficial owner, (ii) the class or series and number of all shares of the Trust owned beneficially and of record by Shareholder at the time the recommendation is submitted and the dates on which such shares were acquired, specifying the number of shares owned beneficially, (iii) a description of all arrangements, agreements, or understandings between the Shareholder and any other person or persons (including their names) pursuant to which the Shareholder recommendation is being made (including, in the case of a nomination, the candidate), and if none, so specify, (iv) a representation that the Shareholder is a Shareholder of record of the Trust entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (v) a representation whether the Shareholder or the beneficial owner, if any, intends or is part of a group which intends (y) to deliver a proxy statement and/or form of proxy to Shareholders entitled to cast the requisite number of votes to approve or adopt the proposal or elect the nominee and/or (z) otherwise to solicit proxies or votes from Shareholders in support of such proposal or nomination, and (vi) any other information relating to such Shareholder and beneficial owner, if any, that must be disclosed in solicitation of proxies for election of trustees in an election contest (even if an election contest is not involved), or otherwise would be required, in each case pursuant to the Exchange Act and the rules and regulations promulgated thereunder; (iib) as to each person whom the Shareholder proposes to nominate for election as a director (i) a full listing of the proposed candidate’s education, experience (including knowledge of the investment company industry, experience as a director or senior officer of public or private companies, and directorships on other boards of other registered investment companies), current employment, date of birth, business and residence address, and the names and addresses of at least three professional references; , (iiiii) information as to whether the candidate is, has been or may be an “interested person” (as such term is defined in the Investment Company Act of 1940, as amended) of the Trust, Calamos Advisors LLC (the “Adviser”) or any affiliate of the Adviser, and, if believed not to be or have been an “interested person,” information regarding the candidate that will be sufficient for the Committee Trustees to make such determination; , (iviii) the written and signed consent of the candidate to be named as a nominee and to serve as a Trustee of the Trust, if elected; , (v) a description of all arrangements or understandings between the Shareholder, the candidate and/or any other person or persons (including their names) pursuant to which the Shareholder recommendation is being made, and if none, so specify; (viiv) the class or series and number of all shares of the Trust or any other Trust owned of record or beneficially by the candidate, as reported by the candidate; , and (viiv) such other information that would be helpful to the Committee Trustees in evaluating the candidate; and (c) as to any other business that the Shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration), the reasons for conducting such business at the meeting and any material interest in such business of such Shareholder and the beneficial owner, if any, on whose behalf the proposal is made.