EX-99.K.1.II 7 tm2113785d1_ex99-k1ii.htm EXHIBIT 99.K.1.II

Exhibit 99.k.1.ii

 

STOCK TRANSFER FEE SCHEDULE
CALAMOS CLOSED-END FUNDS

 

This schedule here by amends and modifies the Stock Transfer Agency Agreement, dated June 15, 2007 by and between Calamos Advisors LLC and the Bank of New York such contract having been assigned to Computershare Shareowner Services LLC (formerly known as Mellon Investor Services LLC) as of December 30, 2011.

 

Issues Covered: Closed End Funds 

#1176 CALAMOS STRATEGIC TOTAL RETURN FUND 

EXPIRES 6/30/2013 

#2392     CALAMOS GLOBAL TOTAL RETURN FUND  

EXPIRES 6/30/2013 

#2888     CALAMOS GLOBAL DYNAMIC INCOME FUND 

EXPIRES 6/30/2013 

#4865     CALAMOS CONVERTIBLE & OPPORTUNITIES INCOME FUND

EXPIRES 6/30/2013 

#9314     CALAMOS CONVERTIBLE & HIGH INCOME FUND  

EXPIRES 6/30/2013

 

Effective period: 

Fees are effective for an “Initial Term” commencing July 1, 2012 and expiring June 30, 2013.Unless either party gives written notice of termination of this Agreement at least 60 days prior to the end of the Initial Term, or any successive one-year term, this Agreement shall automatically renew for successive additional one-year term.

 

Expiration Date: See above

 

FLAT SERVICE FEE

 

       
  Monthly fee for stock transfer services (Per Fund/CUSIP) $          1,500  
  (All services identified as “included” will be part of the billed flat monthly rate)  

  

ACCOUNT MAINTENANCE 

  Each active account maintained up to 500 Per Fund/CUSIP Included  
       
  Each active account maintained in excess of 500 Per Fund/CUSIP    
  (Per Annum-billed monthly) $             3.72  
       
  Each inactive or closed account maintained (Per Annum) No Charge  
  Inactive: An account with a zero balance, on-cashed checks, stop notations on certificate history or pending 1099 Tax reporting.  
       
  Closed: An account maintained on the database for eighteen months to facilitate research requests from shareowners. There is a zero balance and no pending activity in any category. A closed account is scheduled to be purged from the data- base  

 

A.General Services

Open new accounts and solicit taxpayer identification numbers, where necessary
Post debits and credits

 

 

Maintain certificate/DRS history

Place and release stop transfer notations

Process change of addresses and maintain dividend and/or seasonal addresses

Respond to shareowner correspondence

Obtain and post Taxpayer Identification Number certifications

Purge closed accounts that meet selective criteria (e.g., no outstanding checks, no stops maintained against certificates, etc.)

 

B.Basic Proxy and Annual Meeting Services:

 

  Provide proxy services for annual shareholder meeting Included  
  Convert proxy tape files from outside Agent for Computershare Shareowner Services issuance of proxy material  
  (Minimum fee per tape in Computershareformat) $ 500.00  
  Provide shareholder data for proxy to a third party proxy/outside agent    
  (Per Account- Billed when file date is forwarded to proxy/outside agent) $ 0.10  
  Minimum fee to provide tape data to third party proxy agent $ 1,500.00  

 

Basic proxy and annual meeting services functions include the following: 

Supply broker and nominee list to solicitor to identify requirements for material needed

Print name, address and number of shares on proxy cards

Mail proxy material and annual report

Suppress the mailing of multiple annual reports as requested and if so coded

Tabulate proxies returned by shareowners

Track proxy cards marked for attendance at the annual meeting

Provide un-voted listing for registered holders and DTC participants

Provide one Inspector of Election for the annual meeting

Provide remote access to the proxy tabulation file for the client and solicitor for daily tabulation results

Prepare a list of record date holders

Prepare daily tabulation reports and report of final vote

Process omnibus proxies for respondent banks

Provide copies of proxies containing shareowner comments

 

C.Stock Transfer System Access:

 

Monthly fee for access to the system Included

 

Provide access to Computershare’s internet-based system for management reporting and shareowner records from company’s office

Provide weekly data for registered holders and DTC participants (including geographic analyses, VIP reporting, share distribution, etc.)

 (Reporting DTC data is subject to additional charge to company directly from DTC) 

Provide daily access to proxy tabulation file during annual meeting season

 

D.TELEPHONE CALLS (Per Fund/CUSIP)

 

The first 100 calls from shareowners Included

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In Excess of 100 calls received:    
IVR calls (Each call completed through the IVR) $ 0.75  
Each call handled by a live CSR (for shareowners that opt out of IVR) $ 3.25  
Provide general toll free number for shareowner inquiries and Interactive Voice Response (IVR) system

Provide adequate staffing to manage and achieve an acceptable average speed of answer (ASA)

 

E.TRANSFER & ISSUANCES ‘Per Fund/CUSIP

Each certificate or DRS statement issued and registered In excess of 10 per month      
(Routine turnaround)   $ 2.50  
Each non-routine transfer processed   In excess of 5  per month    
(Non-routine turnaround) $ 25.00  
Each request for delivery of DRS shares to DTC $ 5.00  
Each option issuance (Per transaction) $ 15.00  
       

** Each same day issuance transaction (Including DWACs). Assessed to Brokers

 

 

Transfer & issuance functions include the following: 

Perform in dual capacity of transfer agent and registrar under rules of the NYSE, AMEX, and NASDAQ

Provide DRS functionality

Examine transfer requests for proper documentation- routine and non-routine

Verify that an original issuance is properly authorized and has all necessary approvals

Verify that no stop orders are held against the surrendered certificates

Record canceled and issued certificates by registration, certificate number, number of shares and date issued/canceled

Process restricted transfers and non routine transfers based on supporting documentation

Replace lost, destroyed or stolen certificates

Furnish daily transfer journals if requested

 

F.DIVIDEND DISBURSEMENT (When applicable)

Preparation and issuance of Dividend (Per account) Included  
     
Each wire transfer processed for DTC or Brokers and Banks $ 15.00  
Each wire transfer processed for individual shareholders $ 50.00  
       
Each ACH transmission (Per established ACH account) Included  
Each ACH acknowledgment mailed Included  
     

 

Dividend disbursement functions include the following: 

Calculate dividend, mail and reconcile checks

Prepare payment register in list or microfiche form and withhold and file taxes for non-resident aliens and uncertified accounts

File federal tax information returns and mail required tax statements (Form 1099) to registered holders

Maintain stop files and issue replacement checks

Maintain payment orders and addresses

 

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G.NON-RESIDENT ALIEN (NRA) MAINTENANCE AND PROCESSING SERVICES

(In accordance with NRA tax withholding rules mandated by the Internal Revenue Service)

 

(Applicable to dividend payers and any type of disbursements processed)  
Annual account maintenance for each beneficial owner account on      
System $ 1.50  
Billed monthly (Each beneficial holder account) $ 0.125  
(The account maintenance is subject to a monthly minimum of$100.00. If the monthly per account maintenance fee does not exceed the minimum fee, the difference will be billed to your account)    
     
Each foreign intermediary or nominee identified      
(Each dividend or other disbursement to holders) $ 250.00  
(The fee is applicable for all identified foreign intermediaries whether required to perform  
NRA record keeping or not)      
       

 

Maintenance and processing services include the following: 

Code the system to establish the Program

Perform maintenance for Form W-8 BEN three times per year

Review and examine beneficial holders file submitted

Establish control and update beneficial holders file

Control and return information which need further clarification

Add new names either manually or through external tape, cartridge or diskette (in Computershare format)

Process address changes

Provide periodic investment reports to the company

Distribute relevant reports

Respond to established contacts of the nominee account

 

DIRECT PURCHASE & SALE PLAN

 

  Company Paid        
    Monthly administration fee (Per plan) Included    
    Each dividend reinvested (Per account)   $ 2.50    
    Each withdrawal of shares from the plan (Per occurrence) Included    
    Each deposit of certificate shares into the plan (Per occurrence) Included    
    Each book-to-book transfer (Per occurrence) Included    
           
  Shareowner Paid        
    Each optional cash investment (Per transaction) $ 5.00    
    Each full or partial sale of shares via liquidation        
    or termination (Per transaction) $ 15.00    
    Brokerage commission (Per share purchased or sold) $ 0.04    
    Each non-shareowner account opened via initial purchase $ 10.00    

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Direct purchase and sale plan functions include the following:

Process enrollments of new accounts

Process dividends for reinvestment

Process optional cash payments on periodic basis (weekly, bi-monthly, monthly, etc.)

Monitor cash payments for amounts in excess of plan limits

Prepare participant statements of account, after each transaction, showing current activity

Process requests for liquidation and termination according to plan specifications

Issue certificates to participants upon request for withdrawal

Receive certificates from participants for deposit into the plan

Process requests from participants for book-to-book transfers

Provide periodic investment reports to the company

Prepare tax form I099B to report sale proceeds

 

ESCHEATMENT

 

     
Due diligence mailing (Per Account) Included  
Each abandoned property report filed directly (Per state) Included  
Each abandoned property report provided to client (Per state) Included  
Each shareowner account reported Included  
     

 

Escheatment functions include the following: 

Prepare preliminary report of abandoned property scheduled for escheatment

Perform due diligence mailing to holders with abandoned property

Clear property for holders who respond to the due diligence mailing

Prepare final report and remit abandoned property to each State in accordance with statutory requirements

 

Voluntary or initial compliance Escheat services
Performed in accordance with statutory or SEC requirements Not billed to Company
 

VOLUNTARY COMPLIANCE AND INITIAL COMPLIANCE ESCHEATMENT SERVICES 

Voluntary Compliance at Company Direction 

Initial Compliance in respect of mergers, acquisitions, other similar corporate events

 

Prepare preliminary report of abandoned property scheduled for escheatment

Perform due diligence mailing to shareowners with abandoned property

Clear property for shareowners who respond to due diligence mailing

Prepare final report and remit abandoned property to each state in accordance with statutory requirements

The Company is not billed for these services, if applicable. Computershare may in some instances receive a fee from third party providers for processing & filings to select states.

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LOST SHAREHOLDER SEARCH (Required under SEC Rule 17ad-17 and 17a-24)

 

Electronic Search Program (Two required annually)      
       
Management and set-up fee per search) $ 75.00  
Each lost account searched $ 3.50  
       

 

Lost shareowner search functions include the following: 

Search for current addresses in accordance with SEC requirements

Send verification notice to shareowner

Review and clear non- routine and legal items

Update new address and release lost shareowner property

 

ADDITIONAL SERVICES EXCLUDED FROM ANY OVERALL MONTHLY FEE

 

SHAREOWNER LISTS, ANALYSES & LABEL SETS:

 

       
Standard shareowner lists, analyses or labels sets (Per account) $ 0.03  
Minimum fee per list, analysis or label sets $ 500.00  
Additional weekly, monthly or custom lists or analyses Appraisal  

 

SPECIAL PROCESSING & OTHER MAILINGS:

 

Convert date of last contact (DLC) tape & update system      
(Per tape submitted by ADP) $ 2,000.00  
       
Special Mailings:      
Prepare and machine insert up to two enclosures      
(Per account) $ 0.10  
Insert additional enclosures (Per enclosure) $ 0.03  
Minimum fee per mailing $ 250.00  
       
Insert enclosures manually Appraisal  
Matched mailings Appraisal  

 

Optional PROXY & ANNUAL MEETING SERVICES:

Subject to fee revision adjustment after the Shareholder meeting is held in first year after appointment.

 

Internet/ telephone voting (Per Fund/CUSIP)      
Set-up and administration (Includes dedicated toll free number) $ 4,000.00  
Each proxy voted by phone $ 0.22  
Each proxy voted by Internet $ 0.07  
Custom changes to toll free number or website Appraisal  
Alterations to website after final sign-off Appraisal  

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OTHER SERVICES

 

The following services, not included in our basic services, are available upon request, or billed at our standard rates when applicable 

Automated direct dividend deposit service solicitation
Class action litigations- Establishment of transfer agent’s procedure and servicing
House-holding proxy services, E-consent record keeping & E delivery
Internet & telephone voting for shareholder meetings
Non resident alien NRA maintenance and processing services for foreign intermediaries
Non-shareowner mailing list maintenance
Odd lot processing services
Processing incoming/outgoing data files (in BNY format)
Processing special circumstance incoming proxy files (in BNY format)
Reorganization services for corporate actions (e.g., tenders, exchanges, spin offs, etc.)
Rights Agent/Warrant Agent
Second mailing for proxies
Special shareholder meetings
Stock dividend / split processing
Employee investment plan administration

 

EXPENSES AND OTHER CHARGES

 

Other Services Expenses 

Other services expenses include, but are not limited to: cost of stationery and supplies, such as transfer/issuance related services, checks, etc., together with telephone, including allocation for toll free carrier phone service, postage, mail insurance premiums, bulk rate handling, records storage, travel for annual meeting, individual client link-up charges for ADP, charges from DTC, charges for broker movement of shares through DTC, legal counsel, courier charges, compliance charges etc. are billed in addition to the above fees. Typically, these supplies and services reflect items that can be purchased generically (such as plain paper, envelopes, etc.) and, when such supplies and services are purchased in bulk quantities, Computershare eligible for rebates or discounts associated with meeting or exceeding purchase thresholds. Any such rebates or discounts are not reimbursable to the Company.

 

Secondary Offerings 

A fee of $5,000 will be imposed for additional activities associated with the acceptance of appointments involving secondary public offerings.

 

Other Services 

Fees for any services not specified above will be based on an appraisal of the work to be performed or billed at Computershare’s standard fees at the time of the request.

 

Regulatory Changes 

In the event any federal, state or local laws, rules or regulations are enacted that require Computershare to (i) make any adjustments and/or modifications to its current system, or (ii) provide additional services to Client for which Computershare is not being compensated hereunder, then Client shall compensate Computershare (a) on a pro rata basis proportionate to the Client’s registered shareholder base, for the costs associated with making such required adjustments and/or modifications, or (b) according to Computershare’s standard fees established, in good faith, with respect to such additional services. Client shall be given at least ninety (90) days notice of the amount of the charge being assessed and the reason for such a charge. Should Client, in good faith, believe such charges are excessive, unreasonable or not required to comply with such regulatory changes, Client may terminate this Agreement with Computershare without the imposition of an early termination fee. However Client would be responsible for associated expenses for lists, tapes, etc., requested by the successor agent. .

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Conversion 

There is usually no charge for converting the company’s files to Computershare Shareowner Services’ system with the exception of any manual processing that may be necessary (e.g., outstanding check history from the current agent’s file). A review of the current files and formats will be made to determine if any situation exists which will require extraordinary effort to complete the conversion. A charge may also be imposed for any conversion of closed shareholder accounts in excess of 100 that the company requests be converted to Computershare’s system. Any charge will be discussed with the company prior to work commencing.

 

Terms 

The fees presented herein are based on data currently available. Utilization of a third party vendor for services presented in this fee schedule will not qualify for fee reductions. If there are any changes in the scope or complexity of the job requirements, the fees will be reviewed and adjusted accordingly.

 

Documentation of Appointment 

Computershare Shareowner Services reserves the right to suspend all conversion activities, (or closing activities in the case of an Initial Public Offering), if the following documentation is not received prior to our effective date as transfer agent and registrar. Your Computershare Shareowner Services stock transfer relationship manager will provide samples of the following documentation as needed.

 

ØStock Transfer Agency Agreement

ØOpinion of Counsel as to: the validity of shares outstanding, proper organization of company, etc.

ØUnder the seal of the Corporate Secretary

A Copy of the Corporate By-Laws Specimen stock certificate

Certificate of Incorporation with amendments List and sample signature of authorized signers 

ØSecretary’s Certification as to:

Number of shares, by each class; chartered, authorized, issued and outstanding on effective date All remaining shares to be issued out of each reserve established for option plans, restricted stock, new and secondary issues, etc. 

ØNew York State Tax Form

ØEmployer Appointment Of Agent-LR.S. Form 2678

 

Termination 

Upon any termination of the Agreement by client without cause prior to the expiration of the then-current term, a fee of$2,700 will be charged plus associated expenses for lists, tapes, etc., requested by the successor agent. These charges are made to compensate for the additional time and expense involved in re-routing certificates and correspondence sent to us and for other related administrative and clerical duties.

 

Confidentiality 

The information contained in this proposal is confidential. By receipt of this schedule, recipient agrees not to divulge any of the information contained herein to any third party.

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the day and year above written.

 

CALAMOS ADVISERS LLC ON BEHALF OF THE CLOSED-END FUNDS

 

By: /s/ Nimish Bhatt  
Name: Nimish Bhatt  
Title: SVP & CFO  
     

COMPUTERSHARE SHAREOWNER SERVICES LLC 

     
By: /s/ Luis C. Detiz  
Name: Luis C. Detiz  
Title: Vice President  

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