EXHIBIT (a)(1)
CALAMOS INVESTMENT TRUST
CALAMOS ADVISORS TRUST
CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND
CALAMOS CONVERTIBLE AND HIGH INCOME FUND
CALAMOS STRATEGIC TOTAL RETURN FUND
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS
I. COVERED OFFICERS/PURPOSE OF THE CODE
This code of ethics (the "Code") for the investment companies within
the Calamos Investment Trust, Calamos Advisors Trust, Calamos Convertible
Opportunities and Income Fund, Calamos Convertible and High Income Fund and
Calamos Strategic Total Return Fund (collectively the "Funds" and each, a
"Fund") applies to the Funds' Chief Executive Officer, Chief Financial Officer
and Chief Accounting Officer (the "Covered Officers"), or those performing
similar functions, for the purpose of promoting:
- honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;
- full, fair, accurate, timely and understandable disclosure in
reports and documents that a Fund files with, or submits to,
the Securities and Exchange Commission ("SEC"), and in other
public communications made by a Fund;
- compliance with applicable laws and governmental rules and
regulations;
- prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
- accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business
ethics and should be sensitive to situations that may give rise to actual as
well as apparent conflicts of interest.
II. ADMINISTRATION OF THE CODE
The Code shall be administered by the Chief Compliance Officer of the
Funds' adviser (the "Code Officer"). In the absence of the Code Officer, his or
her designee shall serve as the Code Officer, but only on a temporary basis.
Each Fund has designated its chief legal officer (the "Chief Legal
Officer") for purposes of the Sarbanes-Oxley Act of 2002 and the rules
promulgated thereunder. The Chief Legal Officer shall assist the Code Officer in
administration of this Code. The Chief Legal Officer is responsible for applying
this Code to specific situations in which questions are presented under it (in
consultation with Fund counsel, where appropriate) and has the authority to
interpret this Code in any particular situation. However, any waiver sought by a
Covered Officer with respect to any Fund must be approved by the Audit Committee
of the Fund (the "Audit Committee").
III. ACTUAL AND APPARENT CONFLICTS OF INTEREST
OVERVIEW. A "conflict of interest" occurs when a Covered Officer's
private interest interferes with the interests of, or his/her service to, a
Fund. For example, a conflict of interest would arise if a Covered Officer, or a
family member, receives improper personal benefits as a result of the Covered
Officer's position with a Fund.
Certain conflicts of interest arise out of the relationships between
Covered Officers and a Fund and already are subject to conflict of interest
provisions in the Investment Company Act of 1940 (the "Company Act") and the
Investment Advisers Act of 1940 (the "Advisers Act"). For example, Covered
Officers generally may not individually engage in certain transactions (such as
the purchase or sale of securities or other property) with a Fund because of
their status as "affiliated persons" of the Fund. A Fund's and its investment
adviser's compliance programs and procedures are designed to prevent, or
identify and correct, violations of these provisions. This Code does not, and is
not intended to, repeat or replace these programs and procedures, and such
conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationship
between a Fund and its investment adviser of which the Covered Officers are also
officers or employees. As a result, this Code recognizes that the Covered
Officers will, in the normal course of their duties (whether formally for a Fund
or for the adviser, or for both), be involved in establishing policies and
implementing decisions that will have different effects on the adviser and a
Fund. The participation of the Covered Officers in such activities is inherent
in the contractual relationship between the Fund and the adviser and is
consistent with the performance by the Covered Officers of their duties as
officers of a Fund. Thus, if performed in conformity with the provisions of the
Company Act and the Advisers Act, such activities will be deemed to have been
handled ethically. In addition, it is recognized by the Funds' Boards of
Trustees (each a "Board") that the Covered Officers may also be officers or
employees of one or more other investment companies covered by this or other
codes.
Other conflicts of interest are covered by the Code, even if such
conflicts of interest are not subject to provisions of the Company Act and the
Advisers Act. The following list provides examples of conflicts of interest
under the Code, but Covered Officers should keep in mind that these examples are
not exhaustive. The overarching principle is that the personal interest of a
Covered Officer should not be placed improperly before the interest of a Fund.
Each Covered Officer must:
- not use personal influence or personal relationships
improperly to influence investment decisions or financial
reporting by a Fund whereby the Covered Officer or a family
member would benefit personally to the detriment of a Fund;
- not cause a Fund to take action, or fail to take action, for
the individual personal benefit of the Covered Officer or a
family member rather than the benefit of the Fund;
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- not retaliate against any other Covered Officer or any
employee of the Funds or their affiliated persons for reports
of potential violations that are made in good faith; and
- not use material non-public knowledge of portfolio
transactions made or contemplated for a Fund to trade
personally or cause others to trade personally in
contemplation of the market effect of such transactions.(1)
There are some potential conflict of interest situations that must be
approved by the Code Officer, after consultation with the Chief Legal Officer.
Those situations include, but are not limited to:
- service as director on the board of any public for-profit
company;
- any ownership interest in, or any consulting or employment
relationship with, any Fund service provider, other than its
investment adviser, principal underwriter, administrator or
any affiliated person thereof; and
- a direct or indirect financial interest in commissions,
transaction charges or spreads paid by a Fund for effecting
portfolio transactions or for selling or redeeming shares
other than an interest arising from the Covered Officer's
employment, such as compensation or equity ownership.
There are some potential conflict of interest situations that should be
discussed with the Code Officer, if material. Those situations include, but are
not limited to:
- receipt of any gift of substantial value (more than $100), a
cash payment in any amount, a preferred personal investment
opportunity, or other thing of more than de minimis value from
any person or entity that does business, or is seeking to do
business with a Fund or its investment adviser; and
- receipt of any entertainment from any company with which a
Fund has current or prospective business dealings, unless such
entertainment is business-related, reasonable in cost,
appropriate as to time and place, and not so frequent as to
raise any question of impropriety.
It is not the intent of this Code to prohibit the ordinary courtesies
of business life, such as token gifts or modest entertainment incidental to a
business relationship.
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(1) For purposes of this Code, personal trading activity of the Covered
Officers shall be monitored in accordance with the Funds' code. Each
Covered Officer shall be considered an "Access Person" under such Code.
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IV. DISCLOSURE AND COMPLIANCE
Each Covered Officer should:
- be familiar with the disclosure requirements generally
applicable to the Funds;
- not knowingly misrepresent, or cause others to misrepresent,
facts about any Fund to others, whether within or outside the
Fund, including to the Fund's trustees and auditors, and to
governmental regulators and self-regulatory organizations;
- to the extent appropriate within his/her area of
responsibility, consult with other officers and employees of
the Funds and the adviser with the goal of promoting full,
fair, accurate, timely and understandable disclosure in the
reports and documents the Funds file with, or submit to, the
SEC and in other public communications made by the Funds; and
- promote compliance with the standards and restrictions imposed
by applicable laws, rules and regulations.
V. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
- upon adoption of the Code (or after becoming a Covered
Officer), affirm in writing to the Board that he/she has
received, read and understands the Code;
- annually thereafter affirm to the Board compliance with the
requirements of the Code;
- notify the Code Officer promptly if he/she knows of any
violation of this Code; and
- respond to the trustee and officer questionnaires circulated
periodically in connection with the preparation of disclosure
documents for the Funds.
The Code Officer shall maintain records of all activities related to
this Code.
The Funds will follow these procedures in investigating and enforcing
this Code:
- The Code Officer will take all appropriate action to
investigate any potential violations reported to him/her;
- If, after such investigation, the Code Officer believes that
no violation has occurred, no further action is required;
- Any matter that the Code Officer believes is a violation will
be reported to the Audit Committee;
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- If the Audit Committee concurs that a violation has occurred,
it will inform and make a recommendation to the Board, which
will consider appropriate action, which may include review of,
and appropriate modifications to, applicable policies and
procedures; notification to the Chief Executive Officer of the
Funds; or a recommendation to dismiss the Covered Officer;
- The Audit Committee will be responsible for granting waivers
in its sole discretion; and
- Any changes to or waivers of this Code will, to the extent
required, be disclosed as provided by SEC rules.
VI. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Funds for the
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder. Insofar as other
polices or procedures of the Funds, the Funds' advisers, principal underwriter
or other service providers govern or purport to govern the behavior or
activities of the Covered Officers who are subject to this Code, they are
superseded by this Code to the extent that they overlap or conflict with the
provisions of this Code. The code(s) of ethics of Funds and their investment
advisers and principal underwriter under Rule 17j-1 under the Company Act and
the advisers' more detailed policies and procedures are separate requirements
applying to the Covered Officers and others and are not part of this Code.
VII. AMENDMENTS
Any amendment to this Code must be approved or ratified by the Board,
including a majority of independent Board members.
VIII. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code
will be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code, such matters
shall not be disclosed to anyone other than the Board, the Covered Officers, the
Code, outside audit firms and legal counsel to the Funds and the adviser, and
senior management of the adviser.
IX. INTERNAL USE
The Code is intended solely for the internal use by the Funds and does
not constitute an admission, by or on behalf of any Fund, as to any fact,
circumstance, or legal conclusion.
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