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EXHIBIT (e)(2)
CALAMOS(R) FINANCIAL SERVICES, INC.
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0000 XXXX XXXXXXXXXXX XXXX XXXXXXXXXX XXXXXXXX 00000 800-323-9943
SELLING GROUP AGREEMENT
CALAMOS INVESTMENT TRUST
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SELLING GROUP AGREEMENT - CALAMOS(R) INVESTMENT TRUST
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Name of Firm
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Address of Principal Office
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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 each of Class A Shares and Class B Shares
and 1.00% in the case of 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
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in the case of each of Class A Shares and Class B Shares shall be made
quarterly after the end of the calendar quarter for which
reimbursement is being made. Payments to you in the case of 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.
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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
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 our
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 l934, 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,
qualifications, 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
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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.
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.
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FUND GROUP NAME:
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FUND/SERV-NETWORKING PROFILE SHEET
NAME: MRO #
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ADDRESS: ALPHA CODE
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MATRIX LEVEL(S)
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SETTLEMENT: T+1 OR T+3
DAILY CONTACTS:
Fund/SERV Contact: Phone:
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Title: Fax:
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Networking Contact: Phone:
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Title: Fax:
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Loss Letter Contact: Phone:
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Fax:
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POSITION INFORMATION:
Networking Position Files:
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(please attach calendar, if necessary)
COMMISSION/SERV ELIGIBLE? Yes No
12B1 PAYMENTS THROUGH NSCC? Yes No
** PLEASE ATTACH A CURRENT BRANCH LISTING **
WIRING INSTRUCTIONS:
(FOR MANUAL SETTLEMENT) BANK
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ABA
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ACCOUNT
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FOR CREDIT TO
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SPECIAL INSTRUCTIONS
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FIRSTAR'S INTERNAL CHECKLIST
Fax Contact List
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Personal Contact Made
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PAR Dealer Number
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Position Spreadsheet
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