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EXHIBIT (l)
SUBSCRIPTION AGREEMENT
Calamos Insurance Trust
1. Shares Subscription. The undersigned agrees to purchase from Calamos
Insurance Trust (the "Fund") the number of shares (the "Shares") of the Fund's
Calamos Convertible Portfolio (the "Portfolio"), without par value, set forth at
the end of this Agreement on the terms and conditions set forth herein and in
the Preliminary Prospectus ("Preliminary Prospectus") described below, and
hereby tenders the amount of the price required to purchase these Shares at the
price set forth at the end of this Agreement.
The undersigned understands that the Fund has prepared a registration
statement or an amendment thereto for filing with the Securities and Exchange
Commission on Form N-1A, which contains the Preliminary Prospectus which
describes the Fund, the Portfolio and the Shares. By its signature hereto, the
undersigned hereby acknowledges receipt of a copy of the Preliminary Prospectus.
The undersigned recognizes that the Portfolio will not be fully
operational until such time as it commences the public offering of its shares.
Accordingly, a number of features of the Portfolios described in the Preliminary
Prospectus, including, without limitation, the declaration and payment of
dividends, and redemption of shares upon request of shareholders, are not, in
fact, in existence at the present time and will not be instituted until the
Fund's registration under the Securities Act of 1933 is made effective.
2. Representations and Warranties. The undersigned hereby represents and
warrants as follows:
(a) It is aware that no Federal or state agency has made any findings
or determination as to the fairness for investment, nor any recommendation or
endorsement, of the Shares;
(b) It has such knowledge and experience of financial and business
matters as will enable it to utilize the information made available to it in
connection with the offering of the Shares, to evaluate the merits and risks of
the prospective investment and to make an informed investment decision;
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(c) It recognizes that the Portfolio has no financial or operating
history and, further, that investment in the Portfolio involves certain risks,
and it has taken full cognizance of and understands all of the risks related to
the purchase of the Shares, and it acknowledges that it has suitable financial
resources and anticipated income to bear the economic risk of such an
investment;
(d) It is purchasing the Shares for its own account, for investment,
and not with any present intention of redemption, distribution, or resale of the
Shares, either in whole or in part;
(e) It will not sell the Shares purchased by it without registration of
the Shares under the Securities Act of 1933 or exemption therefrom;
(f) This Agreement and the Preliminary Prospectus and such material
documents relating to the Fund as it has requested have been provided to it by
the Fund and have been reviewed carefully by it; and
(g) It has also had the opportunity to ask questions of, and receive
answers from, representatives of the Fund concerning the Fund and the terms of
the offering.
3. The undersigned recognizes that the Fund reserves the unrestricted
right to reject or limit any subscription and to close the offer at any time.
Number of Shares of the Portfolio: 10,000 shares at a subscription
price of $10.000 per share for an aggregate price of $100,000 for the Calamos
Convertible Portfolio.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
26th day of March, 1999.
CALAMOS ASSET MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxxx, Xx.
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Xxxxx X. Xxxxxx, Xx.
Vice President
