Administration Agreement (2019)Full Document 

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ADMINISTRATION AGREEMENT

THIS ADMINISTRATION AGREEMENT (this "Agreement") is entered into as of October 26, 2018 by and between State Street Bank and Trust Company, a Massachusetts trust company (the "Administrator"), and each registered management investment company identified on Schedule A hereto (each, a "Trust" and, together with the Administrator, the "Parties"), and shall be effective on November 1, 2018 (the "Effective Date").

WHEREAS, each Trust is either an open-end management investment company currently comprised of one or more series or a closed-end management investment company (each, a "Fund" and collectively, the "Funds"), and each Trust is registered with the U.S. Securities and Exchange Commission ("SEC") by means of a registration statement ("Registration Statement") under the Securities Act of 1933, as amended ("1933 Act"), and the Investment Company Act of 1940, as amended (the "1940 Act");

WHEREAS, the parties intend that this Agreement shall supersede and replace that certain Sub-Administration Agreement dated as of October 1, 2009 by and between State Street Bank and Trust Company and Calamos Advisors LLC (as amended, the "Sub-Administration Agreement");

WHEREAS, each Trust desires to retain the Administrator to furnish the services described in Section 5 of this Agreement to the Trusts/Fund(s), and the Administrator is willing to furnish such services, on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the Parties agree as follows:

1.

APPOINTMENT AND DUTIES OF ADMINISTRATOR

a. Each Trust hereby appoints the Administrator to act as administrator with respect to each Trust for purposes of providing the services set forth in this Agreement (collectively, the "Services") under the terms of this Agreement until terminated in accordance with Section 13 herein. The Administrator accepts such appointment and agrees to render the Services.

b. Each Trust will initially consist of the Funds listed in Schedule A to this Agreement. In the event that the Trust establishes one or more additional Funds with respect to which it wishes to retain the Administrator to act as administrator hereunder, the Trust shall notify the Administrator with reasonable advance notice in writing. Upon written acceptance by the Administrator, which the Administrator shall not unreasonably withhold or delay, such Fund(s) shall become subject to the provisions of this Agreement to the same extent as the existing Fund(s), except to the extent that such provisions (including those relating to the compensation and expenses payable) may be modified with respect to such Fund(s) in writing by the Trust and the Administrator at the time of the addition of such Fund(s).


2.

DELIVERY OF DOCUMENTS

Each Trust will promptly deliver to the Administrator copies of each of following documents and all future amendments and supplements, if any:

a.

The Trust’s Declaration of Trust and by-laws;

b.

The Trust’s currently effective Registration Statement under the 1933 and 1940 Act and its Prospectus(es) and Statement(s) of Additional Information, as applicable, relating to the Trust and its Fund(s) and all amendments and supplements thereto as in effect from time to time;

c.

Copies of the resolutions of the Board of Trustees of the Trust (the "Board") certified by the Trust’s Secretary authorizing (1) the Trust to enter into this Agreement and (2) certain individuals on behalf of the Trust to (a) give instructions to the Administrator pursuant to this Agreement and (b) sign checks and pay expenses;

d.

A copy of the investment advisory agreement between the Trust and its investment adviser, Calamos Advisors LLC (the "Adviser"); and

e.

Such other certificates, documents or opinions which the Administrator may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties.

3.

REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR

The Administrator represents and warrants to the Trust that:

a.

It is a Massachusetts trust company, duly organized and existing under the laws of The Commonwealth of Massachusetts;

b.

It has the corporate power and authority to carry on its business in The Commonwealth of Massachusetts and to provide the Services;

c.

All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;

d.

No legal or administrative proceedings have been instituted or threatened which would materially impair the Administrator’s ability to perform its duties and obligations under this Agreement; and

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