0000950137-08-002624 Sample Contracts

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CALAMOS CONVERTIBLE AND HIGH INCOME FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • February 22nd, 2008 • Calamos Convertible & High 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 March 12, 2003 (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 statutory trust in accordance with the provisions hereinafter set forth;

STOCK TRANSFER AGENCY AGREEMENT
Stock Transfer Agency Agreement • February 22nd, 2008 • Calamos Convertible & High 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”).

Amended and Restated Financial Accounting Services Agreement
Financial Accounting Services Agreement • February 22nd, 2008 • Calamos Convertible & High Income Fund • Illinois

THIS AGREEMENT is made as of December 13, 2004 among the parties listed in Schedule I, as it may be amended from time to time (singularly “Party” and collectively “Parties”) and Calamos Advisors LLC, a Delaware limited liability company (“Calamos”).

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