CALAMOS INVESTMENT TRUST
CALAMOS ADVISORS TRUST
CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND
CALAMOS CONVERTIBLE AND HIGH INCOME FUND
CALAMOS STRATEGIC TOTAL RETURN FUND
CALAMOS GLOBAL 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, Calamos
Strategic Total Return Fund and Calamos Global 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;
- 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.
(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.
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;
- 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.