[BELL, BOYD & LLOYD LLP LOGO] 70 West Madison Street, Suite 3100
Chicago, Illinois 60602-4207
312.372.1121 - Fax 312.827.8000
ALICIA A. PERLA
312.807.4318
aperla@bellboyd.com
Direct Fax: 312.827.8049
June 20, 2007
VIA EDGAR
Ms. Kimberly Browning
Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, DC 20549
Calamos Investment Trust
1933 Act Registration No. 33-19228
1940 Act Registration No. 811-5443
Dear Ms. Browning:
This letter responds to the comment you conveyed to Kevin Bettsteller and
me on June 6, 2007, requesting that we complete any missing information
throughout post-effective amendment no. 51 to the registration statement under
the Securities Act of 1933, as amended, filed on behalf of Calamos Investment
Trust (the "Trust") on form N-1A in order to register shares of a new series of
the Trust, Calamos Total Return Bond Fund. The applicable pages of
post-effective amendment no. 51, including any required information that was
omitted from the original filing of the amendment on April 11, 2007, are
included below as Appendix A for review by the Commission staff. We believe that
this information responds to your comment. Please call me at (312) 807-4318 to
confirm the adequacy of our response.
Very truly yours,
/s/ Alicia A. Perla
-------------------------
Alicia A. Perla
Copy: J. Hamman
S. Darcy
C. Avery
P. Pike
chicago - washington
Appendix A
HOW HAS THE FUND PERFORMED IN THE PAST?
Performance information has not been presented for the Fund because the Fund has
not been in existence for at least one calendar year.
WHAT ARE THE FEES AND EXPENSES OF THE FUND?
The following table describes the fees and expenses that you may pay if you buy
and hold shares of the Fund.
CLASS A CLASS B CLASS C
------- ------- -------
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT):
Maximum Sales Charge (Load) on Purchases (as a
percentage of offering price) 3.75% None None
Maximum Deferred Sales Charge (Load) (as a percentage of
the lesser of the redemption price or offering price) 1.00%(1) 3.50%(2) 1.00%(3)
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends/Distributions None None None
Redemption Fee on Shares Held Seven Days or Less (as a
percentage of amount redeemed)(4) 2.00% 2.00% 2.00%
Exchange Fee None None None
ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND
ASSETS):
Management Fees 0.55% 0.55% 0.55%
Distribution and/or Service Fees (12b-1) 0.25% 1.00% 1.00%
Other Expenses (5) 0.74% 0.74% 0.74%
Expense Reimbursement (6) (0.64)% (0.64)% (0.64)%
Total Annual Operating Expenses 0.90% 1.65% 1.65%
EXAMPLES:
The two following examples will help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds. The example shows an
investment made and held for one year and three years. The first example assumes
that you invest $10,000 in the Fund for the time periods indicated and then
redeem all of your shares at the end of those periods. The second example
assumes you did not redeem your shares at the end of those periods. The examples
also assume that your investment has a 5% return each year and that the Fund's
operating expenses remain the same, except for reimbursement of annual operating
expenses in the first year, if applicable. The reimbursement of annual operating
expenses is not considered when calculating expenses for subsequent years. Your
actual costs may be greater or less than those shown below.
EXAMPLE OF FUND EXPENSES
You would pay the following expenses if you
redeemed your shares at the end of the period: ONE YEAR THREE YEARS
Class A $463 $783
Class B(7) 518 854
Class C(8) 268 654
You would pay the following expenses if you
did not redeem your shares: ONE YEAR THREE YEARS
Class A $463 $783
Class B 168 654
Class C 168 654
</Table>
(1) Imposed only in certain circumstances where Class A shares are purchased
without a front-end sales charge at the time of purchase.
(2) The maximum contingent deferred sales charge is imposed on shares redeemed
in the first year. For shares held longer than one year, the contingent
deferred sales charge declines according to the schedule set forth under
"Fund Facts - Class B shares" and "Fund Facts - Class C shares."
(3) The contingent deferred sales charge on Class C shares is imposed only on
shares redeemed in the first year.
(4) The redemption fee may be waived in certain circumstances as described
under "Fund Facts - How can I sell (redeem) shares?"
(5) Other Expenses are based on estimated amounts for the current fiscal year.
(6) CALAMOS ADVISORS has contractually agreed to reimburse Fund expenses
through February 29, 2008 to the extent necessary so that Total Annual
Operating Expenses after any such reimbursement do not exceed 0.90% for
Class A shares and 1.65% for Class B shares or Class C shares. After such
date, the expense limitation may be terminated or revised.
(7) The contingent deferred sales charge was applied as follows: 1 year
(3.50%) and 3 years (2.00%).
(8) The contingent deferred sales charge was applied as follows: 1 year
(1.00%) and 3 years (0.00%).
14
FUND FACTS
WHO MANAGES THE FUND?
The Fund's investments are managed by CALAMOS ADVISORS, 2020 Calamos Court,
Naperville, IL. CALAMOS ADVISORS is an indirect subsidiary of CALAMOS ASSET
MANAGEMENT, INC., whose voting shares are majority-owned by CALAMOS FAMILY
PARTNERS, INC., which is controlled by John P. Calamos, Sr. and the Calamos
family.
Subject to the overall authority of the board of trustees, CALAMOS ADVISORS
provides continuous investment supervision and management to the Fund under a
management agreement and also furnishes office space, equipment and management
personnel. For these services, the Fund pays CALAMOS ADVISORS a fee based on its
average daily net assets that is accrued daily and paid on a monthly basis at
the annual rate of 0.55% on the first $500 million, 0.53% on the next $500
million, 0.51% on the next $5 billion (over $1 billion to $6 billion), 0.49% on
the next $5 billion (over $6 billion to $11 billion), 0.48% on the next $5
billion (over $11 billion to $16 billion), 0.47% on the next $5 billion (over
$16 billion to $21 billion), 0.46% on the next $5 billion (over $21 billion to
$26 billion), and 0.45% on average daily net assets in excess of $26 billion.
CALAMOS ADVISORS has contractually agreed to limit the Fund's annual ordinary
operating expenses as a percentage of the average net assets of the particular
class of shares, to 0.90% for Class A shares, 1.65% for Class B shares and 1.65%
for Class C shares. For purposes of that agreement, operating expenses do not
include dividend expense on short positions. This agreement is binding on
CALAMOS ADVISORS through February 29, 2008.
On May 16, 2007, the board of trustees unanimously approved the Fund's
management agreement. A discussion regarding the basis for the approval by the
board of trustees of the Fund's management agreement will be included in the
CALAMOS FAMILY OF FUNDS annual report to shareholders for the fiscal year ending
October 31, 2007.
TEAM APPROACH TO MANAGEMENT. CALAMOS ADVISORS employs a team approach to
portfolio management, with teams comprised generally of the Co-Chief Investment
Officers (the "Co-CIOs"), senior strategy analysts, intermediate analysts and
junior analysts. The Co-CIOs, directors and senior strategy analysts are
supported by and lead a team of investment professionals whose valuable
contributions create a synergy of expertise that can be applied across many
different investment strategies.
Portfolio holdings are reviewed and trading activity is discussed on a regular
basis by team members. Team members generally may make trading decisions guided
by the Fund's investment objective and strategy.
While day-to-day management of the portfolio is a team effort, the Director of
Fixed Income, along with John P. Calamos, Sr., Co-CIO, has primary and
supervisory responsibility for the Fund and works with all team members in
developing and executing the Fund's investment program. Each is further
identified below.
John P. Calamos, Sr., Co-CIO of CALAMOS ADVISORS, generally focuses on the
top-down approach of diversification by industry sector and macro-level
investment themes. During the past five years, John P. Calamos, Sr. has been
President and Trustee of the Trust and chairman, CEO and Co-CIO of CALAMOS
ADVISORS and its predecessor company.
15
place on every NYSE business day. In addition, trading may take place in various
foreign markets on Saturdays or on other days when the NYSE is not open and on
which the Fund's NAV is not calculated. As stated above, if market prices are
not readily available or are not reflective of a security's fair value, the
security is valued at a fair value by the pricing committee, under the ultimate
supervision of the board of trustees, following the guidelines and/or procedures
adopted by the board of trustees.
The Fund also may use fair value pricing, pursuant to guidelines adopted by
the board of trustees and under the ultimate supervision of the board of
trustees, if the value of a foreign security it holds is materially affected by
events occurring before the Fund's pricing time but after the close of the
primary markets or exchanges on which the security is traded. Those procedures
may utilize valuations furnished by pricing services approved by the board of
trustees, which may be based on market transactions for comparable securities
and various relationships between securities that are generally recognized by
institutional traders, a computerized matrix system, or appraisals derived from
information concerning the securities or similar securities received from
recognized dealers in those securities.
When fair value pricing of securities is employed, the prices of securities used
by the Fund to calculate its NAV may differ from market quotations or official
closing prices. In light of the judgment involved in fair valuation decisions,
there can be no assurance that a fair value assigned to a particular security is
accurate.
INTERMEDIARIES
The Fund may authorize intermediaries to accept purchase, exchange and
redemption orders on the Fund's behalf. An order properly received by an
intermediary will be deemed to have been received by the Fund as of the time of
receipt by the intermediary. If you buy, exchange or redeem shares through an
intermediary, you will pay or receive the Fund's NAV next calculated after
receipt and acceptance of the order by the intermediary, after giving effect to
any transaction charge imposed by the intermediary. The Fund's NAV is determined
as of the close of regular session trading on the NYSE (normally 4:00 p.m.,
Eastern time) each day that the NYSE is open for trading.
If you buy and sell Fund shares through an intermediary, that intermediary may
charge a fee for that service. Any such charges could constitute a substantial
portion of a smaller account, and may not be in your best interest. The Fund
cannot always identify individual accounts or transactions for an account that
is facilitated by an intermediary. Due to differing operational and systems
capabilities, an intermediary may calculate sales charges and fees and track
transaction activity differently than the Fund. When transacting in Fund shares,
be sure you understand how your intermediary calculates sales charges and fees
and tracks transaction activity.
CFS and its affiliates are currently subject to supplemental compensation
payment requests by certain intermediaries. CFS or its affiliates may make
payments to intermediaries, among other things, to help defray the costs
incurred by qualifying Intermediaries in connection with efforts to educate
financial advisers about the Fund so they can make recommendations and provide
services that are suitable and meet shareholder needs, to access intermediaries'
registered representatives, to obtain marketing support and to provide other
specified services. CFS or its affiliates may make these payments, at their
discretion and expense, to Intermediaries who have sold Fund shares. The level
of payments made to a qualifying intermediary in any given year will vary and in
no case would exceed the sum of (a) 0.25% of the prior 12-month period's Fund
sales
29
by that intermediary and (b) 0.12% of the average daily value of Fund shares
held by customers of that intermediary during the period. A number of factors
will be considered in determining whether CFS or its affiliates will agree to
make requested payments, including the qualifying intermediary's sales, assets
and redemption rates, and the quality of the intermediary's services.
ANTI-MONEY LAUNDERING COMPLIANCE
The Fund is required to comply with various federal anti-money laundering laws
and regulations. Consequently, the Fund will request the following information
from all investors: full name, date of birth, Social Security number and
permanent street address. Corporate, trust, and other entity accounts must
provide additional documentation. The Fund will use this information to verify
your identity. The Fund will return your application and the monies received to
establish your account if any of this information is missing. After your account
is established, the Fund may request additional information from you to assist
in verifying your identity. If the Fund is unable to verify your identity, they
reserve the right to redeem your account at the current day's NAV. If at any
time the Fund believes you may be involved in suspicious activity or if your
identifying information matches information on government lists of suspicious
persons, the Fund may choose not to establish a new account or may be required
to "freeze" your account. The Fund also may be required to provide a
governmental agency with information about your attempt to establish a new
account or about transactions that have occurred in your account. The Fund also
may be required to transfer monies received to establish a new account, transfer
an existing account or transfer the proceeds of an existing account to a
governmental agency. In some circumstances, the law may not permit the Fund to
inform you that it has taken the actions described above.
TRANSACTION RESTRICTIONS
The Fund reserves the right to reject any order for the purchase of shares in
whole or in part for any reason, and to suspend the sale of shares to the public
in response to conditions in the securities markets or otherwise. The Fund
generally expects to inform any investor within 24 hours if a purchase order has
been rejected. The Fund is intended for long-term investment purposes only, and
is not intended for short-term or excessive trading. Those practices may disrupt
portfolio management strategies and/or increase expenses, thus harming Fund
performance.
The Fund may, in its discretion, suspend, and may permanently terminate, the
purchase or exchange privileges of any investor who engages in trading activity
that the Fund believes would be disruptive to the Fund. Although the Fund will
attempt to give prior notice of a suspension or termination of an exchange
privilege when it is reasonably able to do so, the suspension or termination may
be effective immediately, thereby preventing any uncompleted exchange.
In addition, the Fund receives purchase and sale orders through intermediaries
and cannot always identify or reasonably detect short-term or excessive trading
that may be facilitated by those intermediaries or by the use of omnibus
accounts by those intermediaries. Omnibus accounts are comprised of multiple
investors whose purchases and redemptions are aggregated and netted before being
submitted to the Fund, making it more difficult to locate and eliminate
short-term or excessive trading. To the degree the Fund is able to identify
excessive or short-term trading in accounts maintained by intermediaries, the
Fund will seek the cooperation of the intermediary to
30
SUPPLEMENT DATED _________, 2007
TO PROSPECTUS DATED _________, 2007
CALAMOS(R) TOTAL RETURN BOND FUND
INSTITUTIONAL SHARES AND R SHARES
----------------
This supplement together with the Calamos Total Return Bond Fund prospectus
(the "Prospectus") offers Class I shares ("Institutional Shares") and Class R
shares ("R Shares") of Calamos Total Return Bond Fund (the "Fund"). The Fund
through its Prospectus also currently offers three other classes of shares,
Class A, Class B and Class C shares, that have substantially lower minimum
investment requirements but bear certain expenses not borne by the Institutional
Shares or R Shares.
The following information supplements the indicated sections of the
Prospectus.
HOW HAS THE FUND PERFORMED IN THE PAST?
Performance information has not been presented for the Fund because it has
not been in existence for at least one calendar year.
WHAT ARE THE FEES AND EXPENSES OF THE FUND?
The following information describes the fees and expenses that you may pay
if you buy and hold Institutional Shares or R Shares of the Fund. The
information presented in the following table is added to the table located on
page __ of the Prospectus:
<Table>
<Caption>
Class I Class R
Shareholder Fees
(fees paid directly from your investment):
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price) None None
Maximum Deferred Sales Charge (Load)
(as a percentage of redemption proceeds) None None
Maximum Sales Charge (Load) Imposed
on Reinvested Dividends/Distributions None None
Redemption Fee on Shares Held Seven Days or
Less (as a percentage of amount redeemed)
(4) 2.00% None
Exchange fee None None
Annual Fund Operating Expenses (expenses
deducted from fund assets):
Management Fees 0.55% 0.55%
Distribution and/or Service Fees (12b-1) None 0.50%
Other Expenses (5) 0.74% 0.74%
Expense Reimbursement (6) (0.64)% (0.64)%
Total Annual Operating Expenses 0.65% 1.15%
</Table>
1
The following table is added after the table located on page __ of the
Prospectus:
<Table>
<Caption>
EXAMPLES OF FUND EXPENSES
You would pay the following expenses whether or not you redeemed your shares at
the end of the period:
ONE YEAR THREE YEARS
Class I $ 66 $346
Class R 117 501
</Table>
WHAT CLASSES OF SHARES DOES THE FUND OFFER?
The following paragraphs are added immediately after the section entitled
"What classes of shares does the Fund offer?--Class C shares" on page __ of the
Prospectus:
"CLASS I SHARES
The offering price for Class I shares is the NAV per share with no
initial sales charge. There is no contingent deferred sales charge nor
distribution or service fees with respect to Class I shares.
Class I shares are offered primarily for direct investment by
investors through certain tax-exempt retirement plans (including 401(k)
plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money
purchase pension plans, defined benefit plans and non-qualified deferred
compensation plans) and by institutional clients, provided such plans or
clients have assets of at least $1 million. Class I shares may also be
offered to certain other entities or programs, including, but not limited
to, investment companies, under certain circumstances. The Fund may also
waive the minimum initial investment.
As a result of the relatively lower expenses for Class I shares, the
level of income dividends per share (as a percentage of NAV) and,
therefore, the overall investment return, will typically be higher for
Class I shares than for Class A, Class B, Class C or Class R shares.
CLASS R SHARES
The offering price for Class R shares is the NAV per share with no
initial sales charge. However, the Fund pays an aggregate distribution and
service fee at the annual rate of 0.50% of average net assets. Class R
shares may only be purchased through certain tax-exempt retirement plans
held in plan level or omnibus accounts, including 401(k) plans, 457 plans,
employer-sponsored 403(b) plans, profit sharing and money purchase pension
plans, defined benefit plans and non-qualified deferred compensation
plans."
The following sentences are added immediately after the second sentence of
the section entitled "What classes of shares does the Fund offer?--Prime
Obligations Shares" on page __ of the Prospectus:
"Class I shares and Class R shares of the Fund may not be exchanged for
Prime Obligations Shares."
The following sentences are added immediately after the third sentence of
the section entitled "What is the minimum amount I can invest in the Fund?" on
page __ of the Prospectus:
"The minimum initial investment requirement for Class I shares is $1
million. There is no minimum initial investment requirement for Class R
shares."
The following sentence is added immediately after the second sentence of
the first paragraph in the section entitled "How can I buy shares? -- By
Exchange" on page __ of the Prospectus:
"You may exchange Class I shares and Class R shares of the Fund for Class I
shares and Class R shares of another Fund, respectively, in the Calamos
Family of Funds with no sales charges."
The following paragraph is added immediately after the section entitled
"How can I buy shares?--By automatic bank draft plan" on page __ of the
Prospectus:
2
MANAGEMENT
TRUSTEES AND OFFICERS
The management of the Trust, including general supervision of the duties
performed for each Fund under the investment management agreement between the
Trust and Calamos Advisors, is the responsibility of its board of trustees. Each
trustee elected will hold office for the lifetime of the Trust or until such
trustee's earlier resignation, death or removal; however, each trustee who is
not an interested person of the Trust shall retire as a trustee at the end of
the calendar year in which the trustee attains the age of 72 years.
The following table sets forth each trustee's name, age at May 31, 2007,
position(s) with the Trust, number of portfolios in the Calamos Fund Complex
overseen, principal occupation(s) during the past five years and other
directorships held, and date first elected or appointed. Each trustee oversees
each Fund of the Trust.
TRUSTEES WHO ARE INTERESTED PERSONS OF THE TRUST:
PORTFOLIOS PRINCIPAL OCCUPATION(S)
NAME AND AGE POSITION(S) WITH TRUST OVERSEEN AND OTHER DIRECTORSHIPS
------------ ---------------------------------- ---------- ----------------------------------------
John P. Calamos, Sr., 66* Trustee and President (since 1988) 18 Chairman, CEO, and Co-Chief Investment
Officer, Calamos Asset Management, Inc.
("CAM"), Calamos Holdings LLC ("CHLLC")
and Calamos Advisors LLC and its
predecessor ("Calamos Advisors"), and
President and Co-Chief Investment
Officer, Calamos Financial Services LLC
and its predecessor("CFS"); Director,
CAM
TRUSTEES WHO ARE NOT INTERESTED PERSONS OF THE TRUST:
PORTFOLIOS PRINCIPAL OCCUPATION(S)
NAME AND AGE POSITION(S) WITH TRUST OVERSEEN AND OTHER DIRECTORSHIPS
------------ ---------------------------------- ---------- ----------------------------------------
Joe F. Hanauer, 69 Trustee (since 2001) 18 Private investor; Director, MAF Bancorp
(bank holding company); Chairman and
Director, Move, Inc., (internet provider
of real estate information and
products); Director, Combined
Investments, L.P. (investment
management)
Weston W. Marsh, 56 Trustee (since 2002) 18 Of Counsel and, prior thereto, Partner,
Freeborn & Peters (law firm)
John E. Neal, 57 Trustee (since 2001) 18 Private investor; Managing Director,
Banc One Capital Markets, Inc.
(investment banking) (2000-2004);
Director, Focused Health Services
(private disease management company),
Equity Residential (publicly-owned
REIT), Ranir LLC (oral products company)
and CBA Commercial (commercial mortgage
securitization company); Partner,
Private Perfumery LLC (private label
perfume company) and Linden LLC (health
care private equity)
William R. Rybak, 56 Trustee (since 2002) 18 Private investor; formerly Executive
Vice President and Chief Financial
Officer, Van Kampen Investments, Inc.
and subsidiaries (investment manager);
Director, Howe Barnes Hoefer Arnett,
Inc. (investment services firm) and
PrivateBancorp, Inc. (bank holding
company); Trustee, JNL Series Trust, JNL
Investors Series Trust, JNL Variable
Fund LLC and JNLNY Variable Fund I LLC**
23
Stephen B. Timbers, 62 Trustee (since 2004); 18 Private investor; formerly Vice
Lead Independent Trustee Chairman, Northern Trust Corporation
(since 2005) (bank holding company); formerly
President and Chief Executive Officer,
Northern Trust Investments, N.A.
(investment manager); formerly
President, Northern Trust Global
Investments, a division of Northern
Trust Corporation and Executive Vice
President, The Northern Trust
Corporation; formerly, Director,
Northern Trust Securities, Inc.
David D. Tripple, 63 Trustee (since 2006) 18 Private investor; Trustee, Century
Shares Trust and Century Small Cap
Select Fund***
----------
* Mr. Calamos is an "interested person" of the Trust as defined in the 1940
Act because he is an affiliate of Calamos Advisors and Calamos Financial
Services LLC.
** Overseeing 91 portfolios in fund complex.
*** Overseeing two portfolios in fund complex.
The address of each trustee is 2020 Calamos Court, Naperville, Illinois
60563.
OFFICERS. The preceding table gives information about John P. Calamos, Sr.,
who is president of the Trust. The following table sets forth each other
officer's name, age at May 31, 2007, position with the Trust and date first
appointed to that position, and principal occupation(s) during the past five
years. Each officer serves until his or her successor is chosen and qualified or
until his or her resignation or removal by the board of trustees.
NAME AND AGE POSITION(S) WITH TRUST PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
------------ ---------------------------------- -----------------------------------------------------
Nimish S. Bhatt, 43 Treasurer (since 2004) Senior Vice President and Director of Operations,
CAM, CHLLC, Calamos Advisors and CFS (since 2004);
Senior Vice President, Alternative Investments and
Tax Services, The BISYS Group, Inc., prior thereto
Nick P. Calamos, 45* Vice President (since 1992) Senior Executive Vice President and Co-Chief
Investment Officer, CAM, CHLLC, Calamos Advisors and
CFS
Patrick H. Dudasik, 52 Vice President (since 2001) Executive Vice President, Chief Financial Officer
and Treasurer, CAM and CHLLC (since 2004), Calamos
Advisors and CFS (since 2001); Chief Operating
Officer, CAM, CHLLC and CFS (since 2007);
Administrative Officer, CAM and CHLLC (2004-2005),
Calamos Advisors and CFS (2001-2005)
James S. Hamman, Jr., 37 Secretary (since 1998) Executive Vice President, Secretary and General
Counsel, CAM, CHLLC, Calamos Advisors and CFS; Chief
Compliance Officer of the Trust (2004-2005)
Mark J. Mickey, 56 Chief Compliance Officer Chief Compliance Officer, Calamos Funds (since 2005)
(since 2005) and Chief Compliance Officer, Calamos Advisors
(2005-2006); Director of Risk Assessment and Internal
Audit, Calamos Advisors (2003-2005); President, Mark
Mickey Consulting (2002-2003)
----------
* Nick P. Calamos resigned from the board of trustees effective June 28,
2006.
The address of each officer is 2020 Calamos Court, Naperville, Illinois 60563.
COMMITTEES OF THE BOARD OF TRUSTEES. The Trust's board of trustees
currently has six standing committees:
24
days after the end of such quarter. Any non-public disclosure to rating or
ranking agencies shall be made subject to a duty of confidentiality, including a
duty not to trade on non-public information. As of May 31, 2007, the following
rating or ranking agencies are provided portfolio security holdings information
in connection with the above procedures: S&P, Morningstar, Lipper, Bloomberg LP,
Thompson Financial Group, LLC, Vickers Stock Research Corporation, and
CapitalBridge, Inc.
Disclosure to Third Parties. Portfolio security holdings may be disclosed more
frequently than described above to third parties, with little or no lag time,
when a Fund has a legitimate business purpose for doing so. The frequency and
lag time of such disclosure is based upon each party's need for the information.
Third parties include, but are not limited to, each Fund's investment adviser,
principal underwriter, custodian, transfer agent, administrator, fund accounting
agent, financial accounting agent, independent auditors, attorneys or such other
selected third parties. As of May 31, 2007, the following parties receive
non-public portfolio security holdings disclosure: Calamos Advisors, CFS, State
Street Bank & Trust Company, The Bank of New York Company, Inc., US Bancorp Fund
Services LLC, Deloitte & Touche LLP, Wall Street Concepts, Inc., and Bell, Boyd
& Lloyd LLP. The third parties have a duty to keep the Funds' non-public
information confidential either through written contractual arrangements with
the Funds or Calamos Advisors, or by the nature of their fiduciary duty with
respect to the Funds, which includes a duty of confidentiality and a duty to
refrain from trading on non-public information.
The Funds may be harmed if the service providers breach any non-contractual duty
to keep the Funds' non-public information confidential as the Funds may have no
contractual remedies or recourse against such breaching parties.
In certain circumstances, Calamos Advisors may disclose portfolio security
holdings information on an accelerated basis (prior to disclosure of the
information to the public) and outside of an ongoing arrangement, with the
authorization of Calamos Advisors' General Counsel or the Trust's Chief
Compliance Officer, when a legitimate business purpose exists for disclosing
such information. For example, from time to time Calamos Advisors may receive
requests for proposals (RFPs) from consultants or potential clients that request
information about a Fund's holdings prior to disclosure of the information to
the public. As long as such requests are on a one-time basis, and do not result
in continued receipt of data, such information may be provided in the RFP as of
the most recent month end regardless of lag time. Such information will be
provided with a confidentiality legend and only in cases where Calamos Advisors
has reason to believe that the data will be used only for legitimate business
purposes and not for trading.
In addition, the Funds, Calamos Advisors, CFS and the Funds' administrator and
custodian may, for legitimate business purposes within the scope of their duties
and responsibilities, disclose portfolio security holdings (whether a complete
list of portfolio security holdings or a subset thereof) and other positions
comprising the Funds' assets to one or more broker-dealers or foreign custodians
during the course of, or in connection with, normal day-to-day securities and
derivative transactions with or through such broker-dealers or foreign
custodians, subject to such broker-dealer's obligation and/or foreign
custodian's fiduciary duty not to disclose or use material, non-public
information concerning the Funds' portfolio security holdings without the
consent of the Funds or their agents. Any such disclosure must be approved in
writing by Calamos Advisors' General Counsel or, in his absence, the Trust's
Chief Compliance Officer.
Disclosures required by Applicable Law. The Funds, Calamos Advisors and CFS may
disclose portfolio security holdings information of the Funds as may be required
by applicable law, rule, regulation or court order. Any officer of the Funds,
Calamos Advisors or CFS is authorized to disclose portfolio security holdings
pursuant to these policies and procedures.
As part of the Funds' compliance program under Rule 38a-1 under the 1940 Act,
the Trust's Chief Compliance Officer periodically will review or cause to be
reviewed portfolio security holding disclosures in order to seek compliance with
these policies and procedures. The board of trustees will oversee disclosures
through the reporting of the Chief Compliance Officer.
The Funds, Calamos Advisors and CFS do not receive compensation or other
consideration for the disclosure of portfolio security holdings.
INVESTMENT ADVISORY SERVICES
Investment management and certain other services are provided to the Trust
by Calamos Advisors pursuant to a Management Agreement (the "Management
Agreement") dated August 1, 2000. Calamos Advisors also furnishes office space,
equipment and management personnel to the Trust. For more information, see the
prospectus under "Who manages the Funds?"
Each Fund, except Multi-Fund Blend, pays Calamos Advisors a fee based on
its average daily net assets that is accrued daily and paid on a monthly basis.
Growth Fund pays a fee on its average daily net assets at the annual rate of
1.00% on the first $500 million, 0.90% on the next $500 million, 0.80% on the
next $5 billion (over $1 billion to $6 billion), 0.78% on the next $5 billion
(over $6 billion to $11 billion), 0.76% on the next $5 billion (over $11 billion
to $16 billion), 0.74% on the next $5 billion (over $16 billion to $21 billion),
0.72% on the next $5 billion (over $21 billion to $26 billion) and 0.70% on
average daily net assets in excess of $26
30
billion. Each of Growth and Income Fund, Convertible Fund, Market Neutral Income
Fund and High Yield Fund pays a fee on its average daily net assets is at the
annual rate of 0.75% on the first $500 million, 0.70% on the next $500 million,
and 0.65% on average daily net assets in excess of $1 billion.
Each of Global Growth and Income Fund, Blue Chip Fund and Value Fund pays a
fee on its average daily net assets at the annual rate of 1.00% on the first
$500 million, 0.95% on the next $500 million, 0.90% on the next $5 billion (over
$1 billion to $6 billion), 0.88% on the next $5 billion (over $6 billion to $11
billion), 0.86% on the next $5 billion (over $11 billion to $16 billion), 0.84%
on the next $5 billion (over $16 billion to $21 billion), 0.82% on the next $5
billion (over $21 billion to $26 billion), and 0.80% on average daily net assets
in excess of $26 billion.
Total Return Bond Fund pays a fee on its average daily net assets at the
annual rate of 0.55% on the first $500 million, 0.53% on the next $500 million,
0.51% on the next $5 billion (over $1 billion to $6 billion), 0.49% on the next
$5 billion (over $6 billion to $11 billion), 0.48% on the next $5 billion (over
$11 billion to $16 billion), 0.47% on the next $5 billion (over $16 billion to
$21 billion), 0.46% on the next $5 billion (over $21 billion to $26 billion),
and 0.45% on average daily net assets in excess of $26 billion.
Each of International Growth Fund and Global Equity Fund pays a base fee,
subject to possible adjustment based on the Fund's performance, as described in
the prospectuses for those Funds. The base fee is at the annual rate of 1.00% on
the first $500 million, 0.95% on the next $500 million, 0.90% on the next $5
billion (over $1 billion to $6 billion), 0.88% on the next $5 billion (over $6
billion to $11 billion), 0.86% on the next $5 billion (over $11 billion to $16
billion), 0.84% on the next $5 billion (over $16 billion to $21 billion), 0.82%
on the next $5 billion (over $21 billion to $26 billion), and 0.80% on average
daily net assets in excess of $26 billion. For International Growth Fund, the
performance adjustment equally increases or decreases the fee, on a monthly
basis, by 1/12 of 0.03% of the Fund's average daily net assets over the
performance measurement period for each full 1% increment amount by which the
Fund outperforms or underperforms the MSCI EAFE Growth Index (the "Growth
Index") over the performance measurement period on an annualized basis,
respectively. For Global Equity Fund, the performance adjustment equally
increases or decreases the fee, on a monthly basis, by 1/12 of 0.03% of the
Fund's average daily net assets over the performance measurement period for each
full 1% increment amount by which the Fund outperforms or underperforms the MSCI
World Index (the "World Index") over the performance measurement period on an
annualized basis, respectively.
If the board of trustees determines that another index is appropriate for
International Growth Fund or Global Equity Fund, it may designate a successor
index to be substituted, subject to approval by shareholders.
The performance measurement period for International Growth Fund began at
the start of the first full month of operation (April 1, 2005) and will
eventually include the trailing 36 months. Prior to March 1, 2006, only the base
fee was payable, and there was no performance adjustment. Commencing in March
2006, the base fee was subject to adjustment based on the performance of the
Fund's Class A shares relative to that of the Growth Index over the 12 calendar
months ended March 31, 2006. For each succeeding month through March 2008 the
period over which the performance measurement period will increase by one month,
and thereafter the performance measurement period will be the trailing 36
months. The performance measurement period for Global Equity Fund will commence
at the beginning of its first full month of operation and will eventually
include 36 months. Starting with the twelfth month, the performance adjustment
takes effect. For each month subsequent to the twelfth month, a new month is
added to the performance measurement period until the performance measurement
period includes 36 months. Thereafter, the performance measurement period
consists of the most recent month plus the previous 35 months.
The performance comparison is made at the end of each month. The maximum
annualized performance adjustment rate for each of International Growth Fund and
Global Equity Fund is +/-0.30% of such Fund's average daily net assets over the
performance measurement period. The performance adjustment rate is divided by 12
and multiplied by the Fund's average daily net assets over the performance
measurement period, and the resulting dollar amount is then added to or
subtracted from the base fee. Calamos Advisors may receive a positive
performance adjustment even if the Fund has a negative return over a performance
measurement period if it otherwise outperforms its respective Index during that
period.
The investment performance of each of International Growth Fund and Global
Equity Fund will be the sum of: (1) the change in such Fund's net asset value
("NAV") per Class A share during the performance measurement period; plus (2)
the value of such Fund's cash distributions per share accumulated to the end of
the performance measurement period; plus (3) the value of capital gains taxes
per share paid or payable on undistributed realized long-term capital gains
accumulated to the end of the performance measurement period; expressed as a
percentage of such Fund's NAV per Class A share at the beginning of the
performance measurement period. For this purpose, the value of distributions per
share of realized capital gains, of dividends per share paid from investment
income and of capital gains taxes per share paid or payable on undistributed
realized long-term capital gains shall be treated as reinvested in shares of the
Fund at the NAV in effect at the close of business on the record date for the
payment of such distributions and dividends and the date on which provision is
made for such taxes, after giving effect to such distributions, dividends and
taxes.
31
The use of the name "Calamos" in the name of the Trust and in the names of
the Funds are pursuant to licenses granted by Calamos Advisors, and the Trust
has agreed to change the names to remove those references if Calamos Advisors
ceases to act as investment adviser to the Funds.
EXPENSES
Subject to the expense limitations described below, the Funds pay all their
own operating expenses that are not specifically assumed by Calamos Advisors,
including (i) fees of Calamos Advisors; (ii) interest, taxes and any
governmental filing fees; (iii) compensation and expenses of the trustees, other
than those who are interested persons of the Trust, Calamos Advisors or CFS;
(iv) legal, audit, custodial and transfer agency fees and expenses; (v) fees and
expenses related to the Funds' organization and registration and qualification
of the Funds and their shares under federal and state securities laws; (vi)
expenses of printing and mailing reports, notices and proxy material to
shareholders, and expenses incidental to meetings of shareholders; (vii)
expenses of preparing prospectuses and of printing and distributing them to
existing shareholders; (viii) insurance premiums; (ix) litigation and
indemnification expenses and other extraordinary expenses not incurred in the
normal course of the business of the Trust; (x) distribution expenses pursuant
to the Funds' Distribution Plans; and (xi) brokerage commissions and other
transaction-related costs.
Calamos Advisors has contractually undertaken to limit the annual operating
expenses of each class of shares of each Fund other than Multi-Fund Blend
through February 29, 2008, and the other expenses of each class of shares of
Multi-Fund Blend through August 31, 2007, in excess of certain limits. For
purposes of this agreement, operating expenses do not include dividends on short
positions.
TEAM APPROACH TO MANAGEMENT
CALAMOS ADVISORS employs a team approach to portfolio management, with
teams comprised generally of the Co-Chief Investment Officers (the "Co-CIOs"),
senior strategy analysts, intermediate analysts and junior analysts. The
Co-CIOs, directors and senior strategy analysts are supported by and lead a team
of investment professionals whose valuable contributions create a synergy of
expertise that can be applied across many different investment strategies. John
P. Calamos, Sr., Co-CIO of CALAMOS ADVISORS, generally focuses on the top-down
approach of diversification by industry sector and macro-level investment
themes. Nick P. Calamos, Co-CIO of CALAMOS ADVISORS, also focuses on the
top-down approach of diversification by industry sector and macro-level
investment themes and, in addition, focuses on the bottom-up approach and
corresponding research and analysis. John P. Calamos, Jr., John Hillenbrand,
Steve Klouda, Jeff Scudieri and Jon Vacko are each senior strategy analysts, and
Matthew Toms is Director of Fixed Income. The Co-CIOs, directors and senior
strategy analysts are referred to collectively as "Team Leaders."
The Team Leaders also have responsibility for the day-to-day management of
accounts other than the Funds. Information regarding these other accounts for
the periods indicated is set forth below.
NUMBER OF OTHER ACCOUNTS MANAGED AND
ASSETS BY ACCOUNT TYPE AS OF OCTOBER 31, 2006
---------------------------------------------------------------------------------
REGISTERED OTHER POOLED
INVESTMENT INVESTMENT OTHER
COMPANIES VEHICLES ACCOUNTS
-------------------------- ----------------------- --------------------------
TEAM LEADER ACCOUNTS ASSETS ACCOUNTS ASSETS ACCOUNTS ASSETS
----------------- -------- --------------- -------- ------------ -------- ---------------
John P. Calamos, Sr. 19 $34,265,733,500 3 $157,150,982 24,107 $11,411,070,978
Nick P. Calamos 19 34,265,733,500 3 157,150,982 24,107 11,411,070,978
John P. Calamos, Jr. 7 19,069,780,820 2 95,215,600 24,107 11,411,070,978
John Hillenbrand 18 33,391,823,326 2 144,807,710 24,107 11,411,070,978
Steve Klouda 18 33,391,823,326 2 144,807,710 24,107 11,411,070,978
Jeff Scudieri 18 33,391,823,326 2 144,807,710 24,107 11,411,070,978
Matthew Toms* 1 543,790,015 0 0 0 0
Jon Vacko 18 33,391,823,326 2 144,807,710 24,107 11,411,070,978
----------
* Information for Matthew Toms is presented as of May 31, 2007.
34
NUMBER OF ACCOUNTS AND ASSETS FOR WHICH ADVISORY
FEE IS PERFORMANCE BASED AS OF OCTOBER 31, 2006
------------------------------------------------------------------------
REGISTERED OTHER POOLED
INVESTMENT INVESTMENT OTHER
COMPANIES VEHICLES ACCOUNTS
----------------------- ---------------------- ---------------------
TEAM LEADER ACCOUNTS ASSETS ACCOUNTS ASSETS ACCOUNTS ASSETS
----------------- -------- ------------ -------- ----------- -------- ----------
John P. Calamos, Sr. 1 $298,895,958 2 $95,215,600 1 $9,326,764
Nick P. Calamos 1 298,895,958 2 95,215,600 1 9,326,764
John P. Calamos, Jr. None None 2 95,215,600 1 9,326,764
John Hillenbrand 1 298,895,958 1 82,872,327 1 9,326,764
Steve Klouda 1 298,895,958 1 82,872,327 1 9,326,764
Jeff Scudieri 1 298,895,958 1 82,872,327 1 9,326,764
Matthew Toms* 0 0 0 0 0 0
Jon Vacko 1 298,895,958 1 82,872,327 1 9,326,764
----------
* Information for Matthew Toms is presented as of May 31, 2007.
The Funds' Team Leaders are responsible for managing both the Funds and
other accounts, including separate accounts and unregistered funds.
Other than potential conflicts between investment strategies, the
side-by-side management of both the Funds and other accounts may raise potential
conflicts of interest due to the interest held by Calamos Advisors in an account
and certain trading practices used by the portfolio managers (e.g., cross trades
between a Fund and another account and allocation of aggregated trades). Calamos
Advisors has developed policies and procedures reasonably designed to mitigate
those conflicts. For example, Calamos Advisors will only place cross-trades in
securities held by the Funds in accordance with the rules promulgated under the
1940 Act and has adopted policies designed to ensure the fair allocation of
securities purchased on an aggregated basis. The allocation methodology employed
by Calamos Advisors varies depending on the type of securities sought to be
bought or sold and the type of client or group of clients. Generally, however,
orders are placed first for those clients that have given Calamos Advisors
brokerage discretion (including the ability to step out a portion of trades),
and then to clients that have directed Calamos Advisors to execute trades
through a specific broker. However, if the directed broker allows Calamos
Advisors to execute with other brokerage firms, which then book the transaction
directly with the directed broker, the order will be placed as if the client had
given Calamos Advisors full brokerage discretion. Calamos Advisors and its
affiliates frequently use a "rotational" method of placing and aggregating
client orders and will build and fill a position for a designated client or
group of clients before placing orders for other clients.
A client account may not receive an allocation of an order if: (a) the
client would receive an unmarketable amount of securities based on account size;
(b) the client has precluded Calamos Advisors from using a particular broker;
(c) the cash balance in the client account will be insufficient to pay for the
securities allocated to it at settlement; (d) current portfolio attributes make
an allocation inappropriate; and (e) account specific guidelines, objectives and
other account specific factors make an allocation inappropriate. Allocation
methodology may be modified when strict adherence to the usual allocation is
impractical or leads to inefficient or undesirable results. Calamos Advisors'
head trader must approve each instance that the usual allocation methodology is
not followed and provide a reasonable basis for such instances and all
modifications must be reported in writing to the Director of Compliance on a
monthly basis.
Investment opportunities for which there is limited availability generally
are allocated among participating client accounts pursuant to an objective
methodology (i.e., either on a pro rata basis or using a rotational method, as
described above). However, in some instances, Calamos Advisors may consider
subjective elements in attempting to allocate a trade, in which case a Fund may
not participate, or may participate to a lesser degree than other clients, in
the allocation of an investment opportunity. In considering subjective criteria
when allocating trades, Calamos Advisors is bound by its fiduciary duty to its
clients to treat all client accounts fairly and equitably.
The Team Leaders advise certain accounts under a performance fee
arrangement. A performance fee arrangement may create an incentive for a Team
Leader to make investments that are riskier or more speculative than would be
the case in the absence of performance fees. A performance fee arrangement may
result in increased compensation to the Team Leaders from such accounts due to
unrealized appreciation as well as realized gains in the client's account.
As of October 31, 2006, Team Leaders John P. Calamos, Sr., Nick P. Calamos
and John P. Calamos, Jr. receive all of their compensation from Calamos Asset
Management, Inc. Each has entered into employment agreements that provide for
compensation in the form of an annual base salary and a discretionary target
bonus, each payable in cash. Their discretionary target bonus is set at a
percentage of the respective base salary, ranging from 300% to 600%, with a
maximum annual bonus opportunity of 150% of the target bonus. Also, due to the
ownership and executive management positions with Calamos Advisors and its
parent company, additional multiple corporate objectives are utilized to
determine the discretionary target bonus for John P. Calamos, Sr., Nick P.
Calamos and John P. Calamos, Jr. For 2006, the additional corporate objectives
were: marketing effectiveness, as measured by
35
redemption rate compared to an absolute target; advisory fee revenues, measured
by growth in revenues; operating efficiencies, as measured by operating margin
percentage compared to a ranking of the top operating margins of companies in
the industry; and stock price performance.
As of October 31, 2006, John Hillenbrand, Steve Klouda, Jeff Scudieri and
Jon Vacko, and, as of May 31, 2007, Matthew Toms, receive all of their
compensation from Calamos Advisors. They each receive compensation in the form
of an annual base salary and a discretionary target bonus, each payable in cash.
Their discretionary target bonus is set at a percentage of the respective base
salary.
The amounts paid to all Team Leaders and the criteria utilized to determine
the amounts are benchmarked against industry specific data provided by third
party analytical agencies. The Team Leaders' compensation structure does not
differentiate between the Funds and other accounts managed by the Team Leaders,
and is determined on an overall basis, taking into consideration the performance
of the various strategies managed by the Team Leaders. Portfolio performance, as
measured by risk-adjusted portfolio performance, is utilized to determine the
discretionary target bonus, as well as overall performance of Calamos Advisors.
All Team Leaders are eligible to receive annual equity awards under a long
term incentive compensation program. With respect to John P. Calamos, Sr., Nick
P. Calamos and John P. Calamos, Jr., the target annual equity awards are set at
a percentage of base salary. With respect to John Hillenbrand, Steve Klouda,
Jeff Scudieri, Matthew Toms and Jon Vacko, the target annual equity awards are
each set at a percentage of the respective base salaries.
Historically, the annual equity awards granted under the long-term
incentive compensation program have been comprised of stock options and
restricted stock units. The stock options and restricted stock units issued to
date have vested annually in one-third installments beginning in the fourth year
after the grant date and each award has been subject to accelerated vesting
under certain conditions. Unless terminated early, the stock options have a
ten-year term.
At October 31, 2006, each Team Leader beneficially owned (as determined
pursuant to Rule 16a-1(a)(2) under the 1934 Act) shares of the respective Funds
having values within the indicated dollar ranges.
GLOBAL GROWTH AND
GROWTH FUND BLUE CHIP FUND VALUE FUND INCOME FUND
-------------------- -------------------- ---------------------- --------------------
John P. Calamos, Sr. Over $1,000,000 Over $1,000,000 Over $1,000,000 Over $1,000,000
Nick P. Calamos Over $1,000,000 Over $1,000,000 Over $1,000,000 Over $1,000,000
John P. Calamos, Jr. Over $1,000,000 Over $1,000,000 $500,001 to $1,000,000 Over $1,000,000
John Hillenbrand $10,001 to $50,000 None $10,001 to $50,000 $10,001 to $50,000
Steve Klouda $100,001 to $500,000 $100,001 to $500,000 $100,001 to $500,000 $10,001 to $50,000
Jeff Scudieri $100,001 to $500,000 $50,001 to $100,000 $100,001 to $500,000 $100,001 to $500,000
Matthew Toms** None None None $1 to $10,000
Jon Vacko $100,001 to $500,000 $50,001 to $100,000 $50,001 to $100,000 $10,001 to $50,000
GROWTH AND INCOME INTERNATIONAL GROWTH
FUND FUND HIGH YIELD FUND CONVERTIBLE FUND
-------------------- -------------------- --------------------- --------------------
John P. Calamos, Sr. Over $1,000,000 Over $1,000,000 Over $1,000,000 Over $1,000,000
Nick P. Calamos Over $1,000,000 $10,001 to $50,000 Over $1,000,000 $100,001 to $500,000
John P. Calamos, Jr. Over $1,000,000 $100,001 to $500,000 $100,001 to $500,000 $100,001 to $500,000
John Hillenbrand $10,001 to $50,000 None $10,001 to $50,000 None
Steve Klouda $100,001 to $500,000 $10,001 to $50,000 None None
Jeff Scudieri $100,001 to $500,000 $50,001 to $100,000 $10,001 to $50,000 None
Matthew Toms** None $1 to $10,000 None $1 to $10,000
Jon Vacko $50,001 to $100,000 $50,001 to $100,000 $10,001 to $50,000 None
36
MARKET NEUTRAL
INCOME FUND MULTI-FUND BLEND GLOBAL EQUITY FUND* TOTAL RETURN BOND FUND*
-------------------- ---------------- ------------------- ------------------------
John P. Calamos, Sr. None None N/A N/A
Nick P. Calamos None None N/A N/A
John P. Calamos, Jr. $100,001 to $500,000 None N/A N/A
John Hillenbrand $10,001 to $50,000 None N/A N/A
Steve Klouda None None N/A N/A
Jeff Scudieri $10,001 to $50,000 None N/A N/A
Matthew Toms** $1 to $10,000 None None N/A
Jon Vacko None None N/A N/A
----------
* As of October 31, 2006, neither Global Equity Fund nor Total Return
Bond Fund had commenced operation.
** Information for Matthew Toms is presented as of May 31, 2007.
DISTRIBUTION PLAN
The Trust has adopted a plan pursuant to Rule 12b-1 under the 1940 Act (the
"Plan"), whereby Class A shares, Class B shares, Class C shares and Class R
shares of each Fund pay to CFS service and distribution fees as described in the
prospectus. No distribution or service fees are paid with respect to Class I
shares. CFS may use the amount of such fees to defray the costs of commissions
and service fees paid to broker-dealers and other financial intermediaries whose
customers invest in shares of the Funds and for other purposes.
The Trust's board of trustees has determined that the Plan could be a
significant factor in the growth and retention of Fund assets, resulting in a
more advantageous expense ratio and increased investment flexibility, which
could benefit each class of Fund shareholders. A cash flow from sales of shares
may enable a Fund to meet shareholder redemptions without having to liquidate
portfolio securities and to take advantage of buying opportunities without
having to make unwarranted liquidations of portfolio securities. The board also
considered that continuing growth in the Funds' size would be in the
shareholders' best interests because increased size would allow the Funds to
realize certain economies of scale in their operations and would likely reduce
the proportionate share of expenses borne by each shareholder. Even in the case
of a Fund that is closed to new investors, the payment of ongoing compensation
to a financial intermediary for providing services to its customers based on the
value of their Fund shares is likely to provide the shareholders with valuable
services and to benefit the Fund by promoting shareholder retention and reduced
redemptions. The board of trustees therefore determined that it would benefit
the Fund to have monies available for the direct distribution and service
activities of CFS, as the Funds' distributor, in promoting the continuous sale
of the Funds' shares. The board of trustees, including the non-interested
trustees, concluded, in the exercise of their reasonable business judgment and
in light of their fiduciary duties, that there is a reasonable likelihood that
the Plan will benefit the Funds and their shareholders.
The Plan has been approved by the board of trustees, including all of the
trustees who are non-interested persons as defined in the 1940 Act. The
substance of the Plan has also been approved by the vote of a majority of the
outstanding shares of each Fund. The Plan must be reviewed annually by the board
of trustees and may be continued from year to year by vote of the board,
including a majority of the trustees who are non-interested persons of the Funds
and who have no direct or indirect financial interest in the Plan's operation
("non-interested trustees"), cast in person at a meeting called for that
purpose. It is also required that the selection and nomination of non-interested
trustees be done by non-interested trustees. The Plan may be terminated at any
time, without any penalty, by such trustees, by any act that terminates the
distribution agreement between the Trust and CFS, or, as to the Fund, by vote of
a majority of the Fund's outstanding shares.
The Plan may not be amended as to any class of shares of any Fund to
increase materially the amount spent for distribution or service expenses or in
any other material way without approval by a majority of the outstanding shares
of the affected class, and all such material amendments to the Plan must also be
approved by the non-interested trustees, in person, at a meeting called for the
purpose of voting on any such amendment.
37
* On an investment of $1,000,000 or more, CFS from its own resources pays the
selling dealer a commission of .50% of the amount of the investment. On an
investment of $1,000,000 or more without a sales charge, you will pay a
contingent deferred sales charge of .50% on shares that are sold within two
years after purchase, excluding shares purchased from the reinvestment of
dividends or capital gains distributions.
Each Fund receives the entire net asset value of all of its shares sold.
CFS, the Funds' principal underwriter, retains the sales charge on sales of
Class A shares from which it allows discounts from the applicable public
offering price to investment dealers. The normal discount to dealers is set
forth in the table above. Upon notice to all dealers with whom it has sales
agreements, CFS may allow up to the full applicable sales charge, as shown in
the above table, during periods and for transactions specified in such notice
and such reallowances may be based upon attainment of minimum sales levels.
Dealers who receive 90% or more of the sales charge may be deemed to be
underwriters under the Securities Act. CFS retains the entire amount of any
deferred sales charge on Class C shares redeemed within one year of purchase.
CFS may from time to time conduct promotional campaigns in which incentives
would be offered to dealers meeting or exceeding stated target sales of shares
of a Fund. The cost of any such promotional campaign, including any incentives
offered, would be borne entirely by CFS and would have no effect on either the
public offering price of Fund shares or the percentage of the public offering
price retained by the selling dealer.
CFS compensates firms for sales of Class B shares at the time of sale at a
commission rate of up to 4.00% of the amount of Class B shares purchased. CFS is
compensated by each Fund for services as distributor and principal underwriter
for Class B shares. Class B shares of a Fund will automatically convert to Class
A shares of the same Fund eight years after issuance on the basis of the
relative net asset value per share. The purpose of the conversion feature is to
relieve holders of Class B shares from the 12b-1 fee when they have been
outstanding long enough for CFS to have been compensated for distribution
related expenses. For purposes of conversion to Class A shares, shares purchased
through the reinvestment of dividends and other distributions paid with respect
to Class B shares in a shareholder's Fund account will be converted to Class A
shares on a pro rata basis.
CFS has the exclusive right to distribute shares of the Funds through
affiliated and unaffiliated dealers on a continuous basis. The obligation of CFS
is an agency or "best efforts" arrangement, which does not obligate CFS to sell
any stated number of shares.
In connection with the exchange privilege (described in the prospectus
under "How can I buy shares? - By Exchange"), CFS acts as a service organization
for the Prime Obligations Fund, which is a portfolio of First American Funds.
CFS receives compensation from the Prime Obligations Fund, through the Prime
Obligations Fund's 12b-1 Plan, for distribution services provided to the Fund.
OTHER COMPENSATION TO DEALERS
CFS or its affiliates are currently subject to supplemental compensation
payment requests by certain securities broker-dealers, banks or other
intermediaries, including third party administrators of qualified plans
(individually, an "Intermediary" and collectively, "Intermediaries"). CFS or its
affiliates may make payments to Intermediaries, among other things, to help
defray the costs incurred by qualifying Intermediaries in connection with
efforts to educate financial advisers about the Funds so they can make
recommendations and provide services that are suitable and meet shareholder
needs, to access Intermediaries' representatives, to obtain marketing support
and other specified services. CFS or its affiliates may make these payments, at
their discretion and expense, to Intermediaries who have sold Fund shares.
The level of payments made to a qualifying Intermediary in any given year
with respect to Fund shares held by the Intermediary's customers will vary, but
in no case will exceed the sum of (a) .25% of the prior 12 month period's sales
of Fund shares by that Intermediary and (b) .12% of the average daily value of
Fund shares held by customers of that Intermediary during the period. A number
of factors will be considered in determining whether CFS or its affiliates will
make the requested payments, including the qualifying Intermediary's sales,
assets and redemption rates, and the quality of the Intermediary's services.
As of May 31, 2007, the Intermediaries that CFS or its affiliates
anticipate will receive additional compensation are: A.G. Edwards & Sons, Inc.,
Charles Schwab & Co., Inc., Citigroup Global Markets, Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley DW, Inc., National Financial
Services, Raymond James and Associates, Inc., UBS Financial Services, Inc., and
Wachovia Securities LLC. CFS or its affiliates may enter into arrangements or
change or discontinue arrangements with Intermediaries at any time without
notice.
These payments may provide Intermediaries with an incentive to favor shares
of the Funds over sales of shares of other mutual funds or non-mutual fund
investments. You may wish to take such payment arrangements into account when
considering and evaluating any recommendations relating to Fund shares and you
should discuss this matter with your Intermediary and its representatives. The
Funds may utilize an Intermediary that offers and sells shares of the Funds to
execute portfolio transactions for
44
CERTAIN SHAREHOLDERS
The following table shows the only persons known to own beneficially (as
determined in accordance with Rule 13d-3 under the 1934 Act) 5% or more of the
outstanding shares of any Fund at May 31, 2007. Shares of Total Return Bond Fund
were not issued before May 31, 2007, and as such are not reflected in the
following table.
PERCENTAGE (%) OF
NUMBER OUTSTANDING
SHAREHOLDER OF SHARES SHARES OF THE FUND
----------- --------- ------------------
GROWTH FUND - CLASS A
Prudential Investment Management Service 20,163,772 11.08%
FBO Mutual Fund Clients
Mail Stop NJ 05-11-20
100 Mulberry Street
3 Gateway Center, 11th Floor
Newark, NJ 07102-4000
(Owned of Record)
Charles Schwab Co. 17,928,952 9.86
Reinvest Account
101 Montgomery St
San Francisco, CA 94104-4151
(Owned of Record)
Fidelity Investments 16,302,158 8.96
Institutional Operations Co. Inc.
as agent for Employee
Benefit Plans
100 Magellan Way #KW1C
Covington, KY 41015-1999
(Owned of Record)
Merrill Lynch & Co., Inc. 9,511,029 5.23
For the Sole Benefit of its Customers
Attn.: Fund Admin-97HC3
4800 Deer Lake Dr. E., 2nd Floor
Jacksonville, FL 32246-6484
(Owned of Record)
GROWTH FUND - CLASS B
Citigroup Global Markets Inc. 2,953,858 14.46%
House Account
Attn.: Peter Booth
333 West 34th Street, Floor 7
New York, NY 10001-2402
(Owned of Record)
Merrill Lynch & Co., Inc. 2,442,294 11.95
For the Sole Benefit of its Customers
Attn.: Fund Admin-97HC5
4800 Deer Lake Dr. E., 2nd Floor
Jacksonville, FL 32246-6484
(Owned of Record)
GROWTH FUND - CLASS C
Merrill Lynch & Co., Inc. 15,187,311 25.44%
For the Sole Benefit of its Customers
Attn.: Fund Admin-97B60
4800 Deer Lake Dr. E., 2nd Floor
Jacksonville, FL 32246-6484
(Owned of Record)
58
Citigroup Global Markets Inc. 14,227,867 23.83
House Account
Attn.: Peter Booth
333 West 34th Street, Floor 7
New York, NY 10001-2402
(Owned of Record)
GROWTH FUND - CLASS I
NFS LLC FEBO 614,191 29.16%
Calamos Holdings LLC
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
NFS LLC FEBO 215,218 10.22
John P. Calamos, Sr.
2020 Calamos Court
Naperville, IL 60563-2799
(Owned of Record)
United States Golf Association 177,702 8.44
77 Liberty Corner Rd
P.O. Box 708
Far Hills, NJ 07931-0708
(Owned of Record)
U.S. Bancorp Investments Inc. 163,728 7.77
60 Livingston Ave
St. Paul, MN 55107-2292
(Owned of Record)
Calamos Multi-Fund Blend 152,491 7.24
For the Sole Benefit of its Customers
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
The Northern Trust Company, as Trustee 140,760 6.68
FBO Freescale Semiconductor Inc.
401K Plan
PO Box 92994
Chicago, IL 60675-2994
(Owned of Record)
NFS LLC FEBO 135,510 6.43
US Bank
Calamos Asset Management Inc. Retirement Plan
4000 W. Broadway Avenue
BC-MN-H24B
Robbinsdale, MN 55422-2212
(Owned of Record)
SEI Trust Company 125,733 5.97
FBO CBWM
Attn.: Mutual Fund Administrator
One Freedom Valley Drive
Oaks, PA 19456
(Owned of Record)
NFS LLC FEBO 107,436 5.10
Calamos Family Partners, Inc.
2020 Calamos Court
Naperville, IL 60563-3284
(Owned of Record)
GROWTH FUND - CLASS R
Calamos Holdings LLC 1,866 100.00%
Attn.: Corporate Accounting
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
59
BLUE CHIP FUND - CLASS A
NFS LLC FEBO 1,052,608 13.08%
Calamos Holdings LLC
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
BLUE CHIP FUND - CLASS B
Merrill Lynch & Co., Inc. 156,762 24.06%
For the Sole Benefit of its Customers
Attn.: Fund Admin-97HC3
4800 Deer Lake Dr. E., 2nd Floor
Jacksonville, FL 32246-6484
(Owned of Record)
Morgan Stanley & Co 37,361 5.73
Attn.: Mutual Fund Operations
2 Harborside Place, Floor 2
Jersey City, NJ 07311
(Owned of Record)
BLUE CHIP FUND - CLASS C
Merrill Lynch & Co., Inc. 367,443 33.73%
For the Sole Benefit of its Customers
Attn.: Fund Admin-97HC3
4800 Deer Lake Dr. E., 2nd Floor
Jacksonville, FL 32246-6484
(Owned of Record)
Citigroup Global Markets Inc. 230,007 21.11
House Account
Attn.: Peter Booth
333 West 34th Street, Floor 7
New York, NY 10001-2402
(Owned of Record)
BLUE CHIP FUND - CLASS I
NFS LLC FEBO 692,707 45.17%
John P. Calamos Sr.
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
NFS LLC FEBO 507,081 32.88
Calamos Family Partners Inc.
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
Capinco 227,523 17.99
c/o US Bank
PO Box 1787
Milwaukee, WI 53201-1787
(Owned of Record)
BLUE CHIP FUND - CLASS R
Calamos Holdings LLC 7,813 100.00%
Attn.: Corporate Accounting
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
VALUE FUND - CLASS A
NFS LLC FEBO 1,186,538 18.63%
Calamos Holdings LLC
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
60
NFS LLC FEBO 499,050 7.83
Calamos Family Partners Inc.
2020 Calamos Court
Naperville, IL 60563-3284
(Owned of Record)
NFS LLC FEBO 341,021 5.35
Kimberly Calamos Revocable Trust
2918 Glenbriar Drive
St. Charles, IL 60174-8835
(Owned of Record)
NFS LLC FEBO 322,353 5.06
John P. Calamos Sr.
2020 Calamos Court
Naperville, IL 60563-2799
(Owned of Record)
VALUE FUND - CLASS B
Merrill Lynch & Co., Inc. 78,041 8.81%
For the Sole Benefit of its Customers
Attn.: Fund Admin-97HC6
4800 Deer Lake Dr. E., 2nd Floor
Jacksonville, FL 32246-6484
(Owned of Record)
Citigroup Global Markets Inc. 48,091 5.43
House Account
Attn.: Peter Booth
333 W. 34th Street, Floor 7
New York, NY 10001-2402
(Owned of Record)
VALUE FUND - CLASS C
Citigroup Global Markets Inc. 255,464 21.54%
House Account
Attn.: Peter Booth
333 W. 34th Street, Floor 7
New York, NY 10001-2402
(Owned of Record)
Merrill Lynch & Co., Inc. 139,318 11.75
For the Sole Benefit of its Customers
Attn.: Fund Admin-97HC6
4800 Deer Lake Dr. E., 2nd Floor
Jacksonville, FL 32246-6484
(Owned of Record)
VALUE FUND - CLASS I
Calamos Multi-Fund Blend 653,585 61.70%
For the Sole Benefit of its Customers
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
Capinco 311,926 29.45
c/o US Bank
PO Box 1787
Milwaukee, WI 53201-1787
(Owned of Record)
61
NFS LLC FEBO 93,720 8.85
US Bank
Calamos Asset Management Inc. Retirement Plan
4000 W. Broadway Ave.
BC-MN-H24B
Robbinsdale, MN 55422-2212
(Owned of Record)
VALUE FUND - CLASS R 7,587 100.00%
Calamos Holdings LLC
Attn.: Corporate Accounting
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
INTERNATIONAL GROWTH FUND - CLASS A
NFS LLC FEBO 2,528,819 18.89%
Calamos Holdings LLC
2020 Calamos Court
Naperville, IL 60563
(Owned of Record)
Merrill Lynch & Co., Inc. 962,446 7.19
For the Sole Benefit of its Customers
Attn.: Fund Admin-97HC3
4800 Deer Lake Dr. E., 2nd Floor
Jacksonville, FL 32246-6484
(Owned of Record)
INTERNATIONAL GROWTH FUND - CLASS B
Merrill Lynch & Co., Inc. 282,259 13.93%
For the Sole Benefit of its Customers
Attn.: Fund Admin-97HC3
4800 Deer Lake Dr. E., 2nd Floor
Jacksonville, FL 32246-6484
(Owned of Record)
Citigroup Global Markets Inc. 126,105 6.22
House Account
Attn.: Peter Booth
333 W. 34th Street, Floor 7
New York, NY 10001-2402
(Owned of Record)
INTERNATIONAL GROWTH FUND - CLASS C
Merrill Lynch & Co., Inc. 1,337,286 29.08%
For the Sole Benefit of its Customers
Attn: Fund Admin-97HC3
4800 Deer Lake Dr. E., 2nd Floor
Jacksonville, FL 32246-6484
(Owned of Record)
Citigroup Global Markets Inc. 663,770 14.43
House Account
Attn.: Peter Booth
333 W. 34th Street, Floor 7
New York, NY 10001-2402
(Owned of Record)
Morgan Stanley & Co. 261,690 5.69
Attn: Mutual Fund Operations
2 Harborside Pl, 2nd Floor
Jersey City, NJ 07311
(Owned of Record)
62
INTERNATIONAL GROWTH FUND - CLASS I
NFS LLC FEBO 2,532,845 55.95%
Calamos Family Partners Inc.
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
NFS LLC FEBO 1,520,573 33.59
John P. Calamos Sr.
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
Capinco 284,307 6.28
c/o US Bank
P.O. Box 1787
Milwaukee, WI 53201-1787
(Owned of Record)
INTERNATIONAL GROWTH FUND - CLASS R
Calamos Holdings LLC 7,047 100.00%
Attn.: Corporate Accounting
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
GLOBAL GROWTH & INCOME FUND - CLASS A
Merrill Lynch & Co., Inc. 5,209,500 10.69%
For the Sole Benefit of its Customers
Attn.: Fund Admin-97KT2
4800 Deer Lake Dr. E., 2nd Floor
Jacksonville, FL 32246-6484
(Owned of Record)
Citigroup Global Markets Inc. 3,118,491 6.40
House Account
Attn.: Peter Booth
333 W. 34th Street, Floor 7
New York, NY 10001-2402
(Owned of Record)
Charles Schwab Co. 2,834,195 5.82
Reinvest Account
101 Montgomery St.
San Francisco, CA 94104-4151
(Owned of Record)
Prudential Investment Management Service 2,444,118 5.02
FBO Mutual Fund Clients
Mail Stop NJ 5-11-20
100 Mulberry Street
3 Gateway Center, 11th Floor
Newark, NJ 07102-4000
(Owned of Record)
GLOBAL GROWTH & INCOME FUND - CLASS B
Merrill Lynch & Co., Inc. 1,567,687 21.48%
For the Sole Benefit of its Customers
Attn.: Fund Admin-97HC5
4800 Deer Lake Dr. E., 2nd Floor
Jacksonville, FL 32246-6484
(Owned of Record)
Citigroup Global Markets Inc. 1,167,597 16.00
House Account
Attn.: Peter Booth
333 West 34th Street, Floor 7
New York, NY 10001-2402
(Owned of Record)
63
GLOBAL GROWTH & INCOME FUND - CLASS C
Merrill Lynch & Co., Inc. 9,907,204 30.40%
For the Sole Benefit of its Customers
Attn.: Fund Admin-97KT3
4800 Deer Lake Dr. E., 2nd Floor
Jacksonville, FL 32246-6484
(Owned of Record)
Citigroup Global Markets Inc. 6,321,136 19.40
House Account
Attn.: Peter Booth
333 West 34th Street, Floor 7
New York, NY 10001-2402
(Owned of Record)
GLOBAL GROWTH & INCOME FUND - CLASS I
Charles Schwab Co. 3,995,455 38.70%
Reinvest Account
101 Montgomery St.
San Francisco, CA 94104-4151
(Owned of Record)
NFS LLC FEBO 1,387,678 13.44
John P. Calamos Sr.
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
NFS LLC FEBO 1,298,152 12.57
Calamos Holdings LLC
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
Calamos Multi-Fund Blend 831,723 8.06
For the Sole Benefit of its Customers
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
Capinco 568,359 5.50
c/o US Bank
PO Box 1787
Milwaukee, WI 53201-1787
(Owned of Record)
Union Bank Trust Nominee 559,189 5.42
FBO Hoffman Employee Retirement
401K Plan Angle
PO Box 85484
San Diego, CA 92186-5484
(Owned of Record)
GLOBAL GROWTH & INCOME FUND - CLASS R
Calamos Holdings LLC 9,407 100.00%
Attn.: Corporate Accounting
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
GROWTH & INCOME FUND - CLASS A
Charles Schwab Co. 15,249,946 15.23%
Reinvest Account
101 Montgomery St.
San Francisco, CA 94104-4151
(Owned of Record)
Citigroup Global Markets Inc. 7,730,593 7.72
House Account
Attn.: Peter Booth
333 West 34th Street, Floor 7
New York, NY 10001-2402
(Owned of Record)
Merrill Lynch & Co., Inc. 7,661,546 7.65
For the Sole Benefit of its Customers
Attn.: Fund Admin-97HC4
4800 Deer Lake Dr. E., 2nd Floor
Jacksonville, FL 32246-6484
(Owned of Record)
64
GROWTH & INCOME FUND - CLASS B
Merrill Lynch & Co., Inc. 4,088,592 20.83%
For the Sole Benefit of its Customers
Attn.: Fund Admin-97HC5
4800 Deer Lake Dr. E., 2nd Floor
Jacksonville, FL 32246-6484
(Owned of Record)
Citigroup Global Markets Inc. 2,786,247 14.20
House Account
Attn.: Peter Booth
333 West 34th Street, Floor 7
New York, NY 10001-2402
(Owned of Record)
GROWTH & INCOME FUND - CLASS C
Citigroup Global Markets Inc. 16,021,050 24.63%
House Account
Attn.: Peter Booth
333 West 34th Street, Floor 7
New York, NY 10001-2402
(Owned of Record)
Merrill Lynch & Co., Inc. 15,925,649 24.49
For the Sole Benefit of its Customers
Attn.: Fund Admin-97KS6
4800 Deer Lake Dr. E., 2nd Floor
Jacksonville, FL 32246-6484
(Owned of Record)
GROWTH & INCOME FUND - CLASS I
Strafe & Co. FAO 817,183 18.48%
Lakeland Hospital Mutual Fund Account
P.O. Box 160
Westerville, OH 43086-0160
(Owned Beneficially)
NFS LLC FEBO 633,025 14.32
Calamos Holdings LLC
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
The Scripps Research Institute 612,101 13.84
10550 N. Torrey Pines Rd. TPC-16
La Jolla, CA 92037-1000
(Owned Beneficially)
National City Bank TTEE 577,246 13.06
BHG Long Term Reserve - CAL/Mondrai
Trust Mutual Funds
P.O. Box 94984
Cleveland, OH 44101-4984
(Owned of Record)
U.S. Bancorp Investments Inc. 546,201 12.35
60 Livingston Ave
St. Paul, MN 55107-2292
(Owned of Record)
Bronson Healthcare Group Retirement Plan 340,839 7.71
National City Bank TTEE
Trust Mutual Funds
P.O. Box 94984
Cleveland, OH 44101-4984
(Owned of Record)
GROWTH & INCOME FUND - CLASS R
Calamos Holdings LLC 3,202 100.00%
Attn.: Corporate Accounting
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
65
HIGH YIELD FUND - CLASS A
AST Capital Trust Co of DE TTEE 4,771,015 27.55%
FBO Municipal Employees MF Account
P.O. Box 52129
Phoenix, AZ 85072-2129
(Owned of Record)
FTC & Co 2,321,191 13.40
Datalynx
P.O. Box 173736
Denver, CO 80217-3736
(Owned of Record)
Charles Schwab Co. 1,068,607 6.17
Reinvest Account
101 Montgomery St
San Francisco, CA 94104-4151
(Owned of Record)
HIGH YIELD FUND - CLASS B
Merrill Lynch & Co., Inc. 694,879 24.08%
For the Sole Benefit of its Customers
Attn.: Fund Admin-9EJB9
4800 Deer Lake Dr. E., 2nd Floor
Jacksonville, FL 32246-6484
(Owned of Record)
66
Citigroup Global Markets Inc. 337,143 11.68
House Account
Attn: Peter Booth
333 W. 34th Street, 7th Floor
New York, NY 10001-2402
(Owned of Record)
HIGH YIELD FUND - CLASS C
Merrill Lynch & Co., Inc. 1,494,559 30.03%
For the Sole Benefit of its Customers
Attn.: Fund Admin-9EJB9
4800 Deer Lake Dr. E., 2nd Floor
Jacksonville, FL 32246-6484
(Owned of Record)
Citigroup Global Markets Inc. 913,983 18.36
House Account
Attn.: Peter Booth
333 West 34th Street, Floor 7
New York, NY 10001-2402
(Owned of Record)
HIGH YIELD FUND - CLASS I
Capinco 118,631 46.28
c/o US Bank
PO Box 1787
Milwaukee, WI 53201-1787
(Owned of Record)
NFS LLC FEBO 92,050 35.91
US Bank TTEE
Calamos Asset Management Inc. Retirement Plan
4000 W. Broadway Ave.
BC-MN-H24B
Robbinsdale, MN 55422-2212
(Owned of Record)
Prudential Bank and Trust 32,138 12.54
Denknatel Pension Plan Trust
Attn: Dina Bassily
80 Livingston Avenue
Roseland, NJ 07068-1733
(Owned of Record)
Calamos Financial Services 13,523 5.28
FBO Weston W. Marsh
615 Grant Court
Burr Ridge, IL 60527-5381
(Owned of Record)
HIGH YIELD FUND - CLASS R
Calamos Holdings LLC 9,329 100.00%
Attn.: Corporate Accounting
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
CONVERTIBLE FUND - CLASS A
Merrill Lynch & Co., Inc. 2,181,961 13.78%
For the Sole Benefit of its Customers
Attn.: Fund Admin-97HC5
4800 Deer Lake Dr. E., 2nd Floor
Jacksonville, FL 32246-6484
(Owned of Record)
Charles Schwab Co. 1,446,873 9.13
Reinvest Account
101 Montgomery St.
San Francisco, CA 94104-4151
(Owned of Record)
67
Citigroup Global Markets Inc. 1,008,803 6.37
House Account
Attn.: Peter Booth
333 West 34th Street, Floor 7
New York, NY 10001-2402
(Owned of Record)
Prudential Investment Management Service 1,008,369 6.37
FBO Mutual Fund Clients
100 Mulberry Street
3 Gateway Center 11th Floor
Mail Stop NJ 05-11-02
Newark, NJ 07102-4061
(Owned of Record)
CONVERTIBLE FUND - CLASS B
Merrill Lynch & Co., Inc. 2,139,727 35.61%
For the Sole Benefit of its Customers
Attn.: Fund Admin-97HC5
4800 Deer Lake Dr. E., 2nd Floor
Jacksonville, FL 32246-6484
(Owned of Record)
Citigroup Global Markets Inc. 927,958 15.44
House Account
Attn.: Peter Booth
333 West 34th Street, Floor 7
New York, NY 10001-2402
(Owned of Record)
CONVERTIBLE FUND - CLASS C
Merrill Lynch & Co., Inc. 5,398,736 38.30%
For the Sole Benefit of its Customers
Attn.: Fund Admin-97G09
4800 Deer Lake Dr. E., 2nd Floor
Jacksonville, FL 32246-6484
(Owned of Record)
Citigroup Global Markets Inc. 3,136,970 22.25
House Account
Attn.: Peter Booth
333 West 34th Street, Floor 7
New York, NY 10001-2402
(Owned of Record)
CONVERTIBLE FUND - CLASS I
La Cross Company 486,578 44.75%
For the Benefit of its Customers
P.O. Box 489
La Crosse, WI 54602-0489
(Owned of Record)
Daniel E. Koshland Jr. Trust 283,126 26.04
Daniel E. Koshland Jr. Charitable
Remainder UniTrust
U/A DTD Jan. 21, 1996
P.O. Box 7310
Menlo Park, CA 94026-7310
(Owned Beneficially)
Key Bank NA Cust 133,626 12.29
FBO ABPFIC-114
P.O. Box 94871
Cleveland, OH 44101-4871
(Owned of Record)
NFS LLC FEBO
US Bank
Calamos Asset Management Inc. Retirement Plan 61,238 5.63
4000 W. Broadway Avenue
BC-MN-H24B
Robbinsdale, MN 55422-2212
(Owned of Record)
CONVERTIBLE FUND - CLASS R
Calamos Holdings LLC 5,285 100.00%
Attn.: Corporate Accounting
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
68
MARKET NEUTRAL INCOME FUND - CLASS A
Charles Schwab Co. 8,351,640 13.47%
Reinvest Account
101 Montgomery St.
San Francisco, CA 94104-4151
(Owned of Record)
Merrill Lynch & Co., Inc. 7,334,492 11.83
For the Sole Benefit of its Customers
Attn.: Fund Admin-97HC6
4800 Deer Lake Dr. E., 2nd Floor
Jacksonville, FL 32246-6484
(Owned of Record)
Citigroup Global Markets Inc. 5,256,974 8.48
House Account
Attn.: Peter Booth
333 West 34th Street, Floor 7
New York, NY 10001-2402
(Owned of Record)
Prudential Investment Management Service 3,149,968 5.08
FBO Mutual Fund Clients
Mail Stop NJ 05-11-20
100 Mulberry Street
3 Gateway Center 11th Floor
Newark, NJ 07102-4000
(Owned of Record)
MARKET NEUTRAL INCOME FUND - CLASS B
Merrill Lynch & Co., Inc. 849,804 22.61%
For the Sole Benefit of its Customers
Attn.: Fund Admin-97HC5
4800 Deer Lake Dr. E., 2nd Floor
Jacksonville, FL 32246-6484
(Owned of Record)
Citigroup Global Markets Inc. 398,512 10.60
House Account
Attn.: Peter Booth
333 West 34th Street, Floor 7
New York, NY 10001-2402
(Owned of Record)
Morgan Stanley DW 243,993 6.49
Attn: Mutual Fund Operations
2 Harborside Pl, 2nd Floor
Jersey City, NJ 07311
(Owned of Record)
69
MARKET NEUTRAL INCOME FUND - CLASS C
Merrill Lynch & Co., Inc. 10,863,529 34.93%
For the Sole Benefit of its Customers
Attn.: Fund Admin-97KS6
4800 Deer Lake Dr. E., 2nd Floor
Jacksonville, FL 32246-6484
(Owned of Record)
Citigroup Global Markets Inc. 5,669,764 18.23
House Account
Attn.: Peter Booth
333 West 34th Street, Floor 7
New York, NY 10001-2402
(Owned of Record)
MARKET NEUTRAL INCOME FUND - CLASS I
NFS LLC FEBO 478,616 28.37%
The Northern Trust Company
P.O. Box 92956
Chicago, IL 60675-2956
(Owned of Record)
US Bank 443,591 26.29
FBO Minnesota Power & Affiliated
Master Pension Trust
P.O. Box 1787
Milwaukee, WI 53201-1787
(Owned of Record)
NFS LLC FEBO 394,224 23.37
John P. Calamos Sr.
2020 Calamos Court
Naperville, IL 60563-2799
(Owned of Record)
NAP & Co. 116,369 6.90
1100 Abernathy Road
500 Northpark, Suite 400
Atlanta, GA 30328-5634
(Owned of Record)
MARKET NEUTRAL INCOME FUND - CLASS R
Calamos Holdings LLC 7,827 100.00%
Attn.: Corporate Accounting
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
MULTI-FUND BLEND - CLASS B
Merrill Lynch & Co., Inc. 59,242 17.61%
For the Sole Benefit of its Customers
Attn: Fund Admin-97HC3
4800 Deer Lake Dr. E., 2nd Floor
Jacksonville, FL 32246-6484
(Owned of Record)
MULTI-FUND BLEND - CLASS C
Merrill Lynch & Co., Inc. 105,249 14.30%
For the Sole Benefit of its Customers
Attn: Fund Admin-97HC3
4800 Deer Lake Dr. E., 2nd Floor
Jacksonville, FL 32246-6484
(Owned of Record)
MULTI-FUND BLEND - CLASS I
NFS LLC FEBO 3,340 74.22%
US Bank
Calamos Asset Management Inc. Retirement Plan
800 Nicollett Mall
BC-MN-H24I
Minneapolis, MN 55402-7000
(Owned of Record)
Calamos Holdings LLC 1,000 21.83
Attn.: Corporate Accounting
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
MULTI-FUND BLEND - CLASS R
Calamos Holdings LLC 8,977 100.00%
Attn.: Corporate Accounting
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
70
GLOBAL EQUITY FUND - CLASS A
Calamos Holdings LLC 2,600,000 86.10%
Attn.: Corporate Accounting
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
NFS LLC FEBO 279,159 9.24
John P. Calamos Sr.
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
GLOBAL EQUITY FUND -- CLASS B
Calamos Holdings LLC 100,000 75.70%
Attn.: Corporate Accounting
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
GLOBAL EQUITY FUND -- CLASS C
Calamos Holdings LLC 100,000 83.83%
Attn.: Corporate Accounting
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
Pershing LLC 7,930 6.65
PO Box 2052
Jersey City, NJ 07303-2052
GLOBAL EQUITY FUND - CLASS I
Calamos Holdings LLC 100,000 91.68%
Attn.: Corporate Accounting
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
NFS LLC FEBO 9,076 8.32
US Bank
Calamos Asset Management Inc. Retirement Plan
800 Nicollet Mall
BC-MN-H24I
Minneapolis, MN 55402-7000
(Owned of Record)
GLOBAL EQUITY FUND - CLASS R
Calamos Holdings LLC 100,000 100.00%
Attn.: Corporate Accounting
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
GOVERNMENT MONEY MARKET FUND - CLASS I
Calamos Growth Fund 254,609,117 46.72%
For the Sole Benefit of its Customers
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
Calamos Growth & Income Fund 98,756,110 18.12
For the Sole Benefit of its Customers
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
Calamos Market Neutral Income Fund 74,075,414 13.59
For the Sole Benefit of its Customers
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
Calamos Convertible & High Income Fund 31,387,330 5.76
For the Sole Benefit of its Customers
2020 Calamos Court
Naperville, IL 60563-2775
(Owned of Record)
At May 31, 2007, the trustees and officers of the Trust as a group owned:
16.4% of the outstanding Class I shares of Growth Fund; 10.6% of the outstanding
Class A shares of Value Fund; 3.4% of the outstanding Class A shares and 45.3%
of the outstanding Class I shares of Blue Chip Fund; 4.0% of the outstanding
Class A shares and 14.6% of the outstanding Class I shares of Global Growth and
Income Fund; 1.4% of the outstanding Class A shares and 89.7% of the outstanding
Class I shares of International Growth Fund; 23.4% of the outstanding Class I
shares of Market Neutral Income Fund; 1.7% of the outstanding Class A shares and
9.1% of the outstanding Class I shares of High Yield Fund; 1.2% of the
outstanding Class I shares of Convertible Fund; 9.2% of the outstanding Class A
shares of Global Equity Fund; and less than one percent of the outstanding
shares of each other class of each Fund.
CUSTODIAN AND TRANSFER AGENT
The Bank of New York, 48 Wall Street, New York, New York 10286, is the
custodian for the assets of each Fund. The custodian is responsible for holding
all cash and securities of the Funds, directly or through a book entry system,
delivering and receiving payment for securities sold by the Funds, receiving and
paying for securities purchased by the Funds, collecting income from investments
of the Funds and performing other duties, all as directed by authorized persons
of the Trust. The custodian does not exercise any supervisory functions in such
matters as the purchase and sale of securities by a Fund, payment of dividends
or payment of expenses of a Fund.
U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, WI 53201, serves
as transfer agent and dividend paying agent for each Fund.
Shares of any Fund may be purchased through certain financial service
companies who are agents of the Funds for the limited purpose of completing
purchases and sales. For services provided by such a company with respect to
Fund shares held by that company for its customers, the Fund may pay an annual
fee of up to $12 per account for shares held in Network Level III accounts. For
shares held in sub-accounts, the Fund may pay an annual fee equal to the greater
of $18 per sub-account or .15% of the average net assets of Class A shares held
by the company in sub-accounts; and $21 per sub-account for Class B and Class C
shares held by the company.
FUND ACCOUNTING AND FINANCIAL ACCOUNTING AGENT
Under the arrangements with State Street Bank and Trust Company ("State
Street") to provide fund accounting services, State Street provides certain
administrative and accounting services including providing daily reconciliation
of cash, trades and positions; maintaining general ledger and capital stock
accounts; preparing daily trial balance; calculating net asset value; providing
selected general ledger reports; preferred share compliance; calculating total
returns; and providing monthly distribution analysis to the Funds. For the
services rendered to the Funds, the Funds pay fees based on the Funds' combined
managed assets ("Combined Assets") at the annual rate of .90% on the first $5
billion of Combined Assets, .75% on the next $5 billion, .50% on the next $5
billion and .35% on
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the Combined Assets in excess of $15 billion. Each Fund pays its pro-rata share
of the fees payable to State Street described below based on relative managed
assets of the Fund.
Calamos Advisors provides the following financial accounting services to
the Funds: management of expenses and expense payment processing; monitoring of
the calculation of expense accrual amounts for any fund and making of any
necessary modifications; coordination of any expense reimbursement calculations
and payment; calculation of yields on the Funds in accordance with the SEC's
rules and regulations; calculation of net investment income dividends and
capital gains distributions; calculation, tracking and reporting of tax
adjustments on all assets of each Fund, including but not limited to contingent
debt and preferred trust obligations; preparation of excise tax and fiscal year
distributions schedules; preparation of tax information required for financial
statement footnotes; preparation of state and federal income tax returns;
preparation of specialized calculations of amortization on convertible
securities; preparation of year-end dividend disclosure information; monitoring
of trustee deferred compensation plan accruals and valuations; and preparation
of Form 1099 information statements for board members and service providers. For
providing those services, the Funds pay Calamos Advisors a monthly fee at the
annual rate of .0175% on the first $1 billion of Combined Assets, .0150% on the
next $1 billion, and .0110% on Combined Assets above $2 billion ("financial
accounting service fee"). Each Fund pays its pro-rata share of the financial
accounting service fee payable to Calamos Advisors based on relative managed
assets of the Fund.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP, an independent registered public accounting firm, is
the Trust's independent auditor and is located at 111 South Wacker Drive,
Chicago, Illinois, 60606. Deloitte & Touche LLP audits and reports on the Funds'
annual financial statements, and performs audit, audit-related and other
services when approved by the Trust's audit committee. Ernst & Young LLP audited
the Funds' annual financial statements for periods prior to the fiscal year
ended March 31, 2006.
GENERAL INFORMATION
SHAREHOLDER INFORMATION
Each Fund is a series of Calamos Investment Trust (formerly named CFS
Investment Trust). As of March 18, 1996, all shares of each Fund then
outstanding were re-designated as Class A shares of that Fund. Under the terms
of the Agreement and Declaration of Trust, the trustees may issue an unlimited
number of shares of beneficial interest without par value for each series of
shares authorized by the trustees and the trustees may divide the shares of any
series into two or more classes of shares of that series. As of the date of this
Statement of Additional Information, the Trust has eleven series in operation.
All shares issued will be fully paid and non-assessable and will have no
preemptive or conversion rights. In the future, the board of trustees may
authorize the issuance of shares of additional series and additional classes of
shares of any series.
Each Fund's shares of a given class are entitled to participate pro rata in
any dividends and other distributions declared by the Fund's board of trustees
with respect to shares of the Fund. All shares of the Fund of a given class have
equal rights in the event of liquidation of that class.
Under Massachusetts law, the shareholders of the Trust may, under certain
circumstances, be held personally liable for the Trust's obligations. However,
the Trust's Declaration of Trust disclaims liability of the shareholders,
trustees, and officers of the Trust for acts or obligations of the Funds that
are binding only on the assets and property of the Fund. The Declaration of
Trust requires that notice of such disclaimer be given in each agreement,
obligation, or contract entered into or executed by the Trust or the board of
trustees. The Declaration of Trust provides for indemnification out of a Fund's
assets of all losses and expenses of any Fund shareholder held personally liable
for the Fund's obligations. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is remote, because it is limited to
circumstances in which the disclaimer is inoperative and the Fund itself is
unable to meet its obligations.
VOTING RIGHTS
Each share has one vote and fractional shares have fractional votes. As a
business trust, the Trust is not required to hold annual shareholder meetings.
However, special meetings may be called for purposes such as electing or
removing trustees, changing fundamental policies or approving an investment
advisory agreement.
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