Exhibit h.6

CALAMOS CONVERTIBLE AND HIGH INCOME FUND

UP TO 5,000,000 COMMON SHARES OF BENEFICIAL INTEREST

CAPITAL ON DEMAND™

SECOND AMENDED AND RESTATED

SALES AGREEMENT

May 14, 2010

JONESTRADING INSTITUTIONAL SERVICES LLC
780 Third Avenue, 3 ^rd Floor
New York, NY 10017

Ladies and Gentlemen:

          CALAMOS CONVERTIBLE AND HIGH INCOME FUND, a Delaware statutory trust (the “ Fund ” ), CALAMOS ADVISORS LLC, a Delaware limited liability company (the “ Adviser ”) and JONESTRADING INSTITUTIONAL SERVICES LLC (“ Jones ” ) previously entered into an amended and restated sales agreement dated April 14, 2009 (the “ Original Agreement ”). The parties hereby terminate the Original Agreement and confirm their agreement in the form of this Second Amended and Restated Sales Agreement (this “ Agreement ”) as follows:

     1.  Issuance and Sale of Shares . The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Jones, acting as agent and/or principal, up to five million (5,000,000) of the Fund’s common shares of beneficial interest, no par value per share (the “ Shares ” ). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Fund, and Jones shall have no obligation in connection with such compliance. The issuance and sale of Shares through Jones will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “ Commission ” ).

          The Fund has entered into (i) an Investment Management Agreement with the Adviser dated as of May 1, 2003, (ii) a Master Custodian Agreement with State Street Bank and Trust Company dated as of September 11, 2009, (iii) a Stock Transfer Agency Agreement with The Bank of New York dated as of June 15, 2007, (iv) an Amended and Restated Financial Accounting Services Agreement with the Adviser dated as of December 13, 2004, and (v) a Master Services Agreement with State Street Bank and Trust Company dated as of March 15, 2004, as effective with respect to the Fund as of October 21, 2004 and such agreements are herein referred to as the “ Advisory Agreement ,” the “ Custodian Agreement ”, the “ Transfer Agency

Agreement ,” the “ Accounting Agreement ” and the “ Master Services Agreement ,” respectively. Collectively, the Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement, the Accounting Agreement and the Master Services Agreement are herein referred to as the “ Fund Agreements .” In addition, the Fund has adopted a dividend reinvestment plan pursuant to which holders of Shares shall have their dividends automatically reinvested in additional Shares unless they elect to receive such dividends in cash, and such plan is herein referred to as the “ Dividend Reinvestment Plan .”

          The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “ Securities Act ”) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “ Investment Company Act ”), with the Commission a registration statement on Form N-2 (File Nos. 333-146947 and 811-21319) (the “ Original Registration Statement ”), including a base prospectus (“ Basic Prospectus ”), with respect to the Shares. The Fund shall prepare one or more supplements relating to the Shares (collectively, the “ Prospectus Supplement ”) to the Basic Prospectus, to be filed with the Commission pursuant to Rule 497 under the Securities Act. The Fund shall furnish to Jones, for use by Jones, copies of the Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “ Registration Statement. ” The Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “ Prospectus .” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System (“ EDGAR ”).

     2.  Placements . Each time that the Fund wishes to issue and sell Shares hereunder (each, a “ Placement ” ), it will notify Jones by e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall, at a minimum, include the number of Shares to be issued (the “ Placement Shares ” ), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and any minimum price below which sales may not be made (a “ Placement Notice ” ), a form of which, containing such minimum sales parameters necessary, is attached hereto as Schedule 1 . The Placement Notice shall originate from any of the individuals from the Fund set forth on Schedule 3 (with a copy to each of the other individuals from the Fund listed on such schedule), and shall be addressed to each of the individuals from Jones set forth on Schedule 3 , as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by Jones unless and until (i) in accordance with the notice requirement set forth in Section 4 , Jones declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4 , the Fund suspends or terminates the Placement Notice, (iv) the Fund issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement

Notice, or (v) the Agreement has been terminated under the provisions of Section 11 . The amount of any discount, commission or other compensation to be paid by the Fund to Jones in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2 . It is expressly acknowledged and agreed that neither the Fund nor Jones will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Fund delivers a Placement Notice to Jones and Jones does not decline, within the time period specified in Section 4, such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

     3.  Sale of Placement Shares by Jones. Subject to the terms and conditions herein set forth, upon the Fund’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended or otherwise terminated in accordance with the terms of this Agreement, Jones, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. Jones will provide written confirmation to the Fund no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Fund with respect to such sales, with an itemization of deductions made by Jones (as set forth in Section 5(a) ) from the gross proceeds that it receives from such sales, and the Net Proceeds (as defined below) payable to the Fund. The Fund and the Adviser each acknowledge that Jones intends to sell the Placement Shares in privately negotiated transactions and/or any other method permitted by law, including sales made directly on the New York Stock Exchange, the then-existing trading market for the Shares or sales made to or through a market maker or through an electronic communications network, or in any other manner that may be deemed to be an “at-the-market” offering as defined in Rule 415 of the Securities Act. To the extent that Jones acts as the Fund’s agent with respect to any such sale, Jones covenants that it will comply with all prospectus delivery requirements imposed under applicable federal and state securities laws. The Fund and the Adviser each acknowledge and agree that (i) there can be no assurance that Jones will be successful in selling Placement Shares, and (ii) Jones will not incur any liability or obligation to the Fund or the Adviser or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Jones to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3 . For the purposes hereof, “ Trading Day ” means any day on which Shares are purchased and sold on the principal exchange or market on which the Shares are listed or quoted.

     4.  Suspension of Sales . The Fund or Jones may, upon notice to the other party in writing within two business days following the delivery or receipt, as applicable, of the Placement Notice (including by e-mail correspondence to all of the individuals of the other party set forth on Schedule 3 or by telephone (confirmed immediately by verifiable facsimile transmission or e-mail correspondence to all of the individuals of the other party set forth on Schedule 3 )), suspend or refuse to undertake any sale of Placement Shares; provided , however , that such suspension or refusal shall not affect or impair either party’s obligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice. Each of the parties hereto

agrees that no such notice shall be effective against the other unless it is made to the individuals named on Schedule 3 hereto in accordance with this Section 4 , as such Schedule may be amended from time to time.

     5.  Settlement .

          (a) Settlement of Placement Shares . Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the third (3 ^rd ) Business Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a “ Settlement Date ” ). The amount of proceeds to be delivered to the Fund on a Settlement Date against the receipt of the Placement Shares sold (the “ Net Proceeds ” ) will be equal to the aggregate sales price at which such Placement Shares were sold, after deduction for (i) Jones’s commission, discount or other compensation for such sales payable by the Fund pursuant to Section 2 hereof, (ii) any other amounts due and payable by the Fund to Jones hereunder pursuant to Section 7(e) hereof, including any Reimbursable Amounts, and (iii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales.

          (b) Delivery of Shares . On or before each Settlement Date, the Fund will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting Jones’s or its designee’s account at The Depository Trust Company through its Deposit and Withdrawal at Custodian (“ DWAC ”) System or by such other means of delivery as may be mutually agreed upon by the parties hereto and, upon receipt of such Placement Shares, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, Jones will deliver the related Net Proceeds in same day funds to an account designated by the Fund prior to the Settlement Date. The Fund agrees that if the Fund defaults on its obligation to deliver Placement Shares on a Settlement Date, the Fund and the Adviser each agree that, in addition to and in no way limiting the rights and obligations set forth in Section 9(a) hereto, it will (i) hold Jones harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Fund and (ii) pay to Jones any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

     6.  Representations and Warranties of the Fund and Adviser .

          (a) Representations and Warranties by the Fund and the Adviser . The Fund and the Adviser, jointly and severally, represent and warrant to Jones as of the date hereof and as of each Representation Date (as defined in Section 7(k) below), and agree with Jones, as follows:

     (1) Compliance with Registration Requirements . The Registration Statement has been declared effective by the Commission under the Securities Act. The Fund has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. No order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Fund, are contemplated by the Commission.

     The Prospectus when filed complied in all material respects with the Securities Act and Investment Company Act. On each Representation Date, (1) the Registration Statement, as amended as of any such time, and the Prospectus, as amended or supplemented as of any such time, complied or will comply in all material respects with the applicable requirements of the Securities Act and Investment Company Act, (2) the Registration Statement, as amended as of any such time, did not, does not and will not contain any untrue statement of a material fact and did not, does not and will not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (3) the Prospectus, as amended or supplemented as of any such time, did not and will not contain an untrue statement of a material fact, and did not and will not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the immediately preceding sentence do not apply to, and neither the Fund nor the Adviser makes any representations or warranties as to, statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Jones furnished to the Fund by Jones in writing expressly for use therein.

     The Fund’s registration statement on Form 8-A under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “ Exchange Act ”) is effective.

     (2) Independent Accountants . Deloitte & Touche LLP, who audited the financial statements and financial highlights included in the Registration Statement and the Prospectus, are independent registered public accountants as required by the Securities Act and the Investment Company Act.

     (3) Financial Statements . The financial statements of the Fund included in the Registration Statement and the Prospectus, together with the related schedules (if any) and notes, present fairly the financial position of the Fund at the dates indicated and the results of operations and cash flows of the Fund for the periods specified; and all such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“ GAAP ”) applied on a consistent basis throughout the periods involved and comply with all applicable accounting requirements under the Securities Act and the Investment Company Act. The supporting schedules, if any, included in the Registration Statement present fairly, in accordance with GAAP, the information required to be stated therein, and the other financial and statistical information and data included in the Registration Statement, the Prospectus Supplement and the Prospectus are accurately derived from such financial statements and the books and records of the Fund.

     (4) No Material Adverse Change in Business . Since the respective dates as of which information is given in the Prospectus except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings or business affairs of the Fund, whether or not arising in the ordinary course of business (any such change is called a “ Fund Material Adverse Effect ”) and (B) there have been no transactions entered into by the Fund which are material with respect to the

Fund other than those in the ordinary course of its business as described in the Prospectus.

     (5) Good Standing of the Fund . The Fund has been duly formed and is validly existing in good standing as a statutory trust under the laws of the State of Delaware and has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement and the Fund Agreements; and the Fund is duly qualified to transact business and is in good standing under the laws of each jurisdiction which requires qualification, except for any such jurisdiction where failure to be in good standing would not have a Fund Material Adverse Effect.

     (6) No Subsidiaries . The Fund has no subsidiaries.

     (7) Investment Company Status . The Fund is duly registered under the Investment Company Act as a closed-end, diversified management investment company under the Investment Company Act, and the Investment Company Act Notification has been duly filed with the Commission. The Fund has not received any notice from the Commission pursuant to Section 8(e) of the Investment Company Act with respect to the Investment Company Act Notification or the Registration Statement. “ Investment Company Act Notification ” means a notification of registration of the Fund as an investment company under the Investment Company Act on Form N-8A, as the Investment Company Act Notification may be amended from time to time.

     (8) Officers and Trustees . No person is serving or acting as an officer, trustee or investment adviser of the Fund except in accordance with the provisions of the Investment Company Act and the Investment Advisers Act of 1940, as amended, and the rules and regulations thereunder (the “ Advisers Act ”). Except as disclosed in the Registration Statement and the Prospectus, no trustee of the Fund is (A) an “interested person” (as defined in the Investment Company Act) of the Fund or (B) an “affiliated person” (as defined in the Investment Company Act) of Jones. For purposes of this Section 6(a)(8) , the Fund and the Adviser shall be entitled to rely on representations from such officers and trustees.

     (9) Capitalization . The Fund’s authorized, issued and outstanding (i) common shares of beneficial interest and (ii) preferred shares are as set forth in the Prospectus. All of the Fund’s issued and outstanding common shares of beneficial interest and preferred shares have been duly authorized and validly issued and are fully paid and non-assessable and have been offered and sold or exchanged by the Fund in compliance with all applicable laws (including, without limitation, federal and state securities laws); none of the Fund’s outstanding common shares of beneficial interest or preferred shares were issued in violation of any preemptive or other similar rights of any security holder of the Fund. The Placement Shares have been duly authorized and, when issued and delivered against payment therefore in accordance with this Agreement, will be validly issued, fully paid and non-assessable and free of any preemptive or other similar rights.

     (10) Power and Authority . The Fund has full power and authority to enter into this Agreement and the Fund Agreements; the execution and delivery of, and the performance by the Fund of its obligations under this Agreement and the Fund Agreements have been duly and validly authorized by the Fund; and this Agreement and the Fund Agreements have been duly executed and delivered by the Fund and constitute the valid and legally binding agreements of the Fund, enforceable against the Fund in accordance with their terms, except as rights to indemnity and contribution may be limited by federal or state securities laws and subject to the qualification that the enforceability of the Fund’s obligations hereunder and thereunder may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws relating to or affecting creditors’ rights generally and by general equitable principles.

     (11) Agreements’ Compliance with Law . This Agreement and each of the Fund Agreements comply in all material respects with all applicable provisions of the Investment Company Act and the Advisers Act.

     (12) Absence of Defaults and Conflicts . The Fund is not (i) in violation of the Fund’s Agreement and Declaration of Trust and any amendments thereto (the “ Declaration of Trust ”) or the Fund’s bylaws, (ii) in breach or default in the performance of the terms of any indenture, contract, lease, mortgage, declaration of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject or (iii) in violation of any law, ordinance, administrative or governmental rule or regulation applicable to the Fund or of any decree of the Commission, the Financial Industry Regulatory Authority (“ FINRA ”), any state securities commission, any foreign securities commission, any national securities exchange, any arbitrator, any court or any other governmental, regulatory, self regulatory or administrative agency or any official having jurisdiction over the Fund, except in the case of (ii) and (iii) for such breaches, defaults or violations which would not have a Fund Material Adverse Effect.

     (13) Absence of Proceedings . There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Fund, threatened, against or affecting the Fund which is required to be disclosed in the Prospectus (other than as disclosed therein), or that could reasonably be expected to result in a Fund Material Adverse Effect, or that could reasonably be expected to materially and adversely affect the properties or assets of the Fund or the consummation of the transactions contemplated in this Agreement or the performance by the Fund of its obligations under this Agreement or the Fund Agreements; the aggregate of all pending legal or governmental proceedings to which the Fund is a party or of which any of its property or assets is the subject which are not described in the Prospectus or to be filed as an exhibit to the Registration Statement that are not described or filed as required by the Securities Act or the Investment Company Act, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Fund Material Adverse Effect.

     (14) Accuracy of Descriptions and Exhibits . The statements set forth under the headings “Closed-End Fund Structure,” “Certain Provisions of the Agreement and Declaration of Trust and Bylaws” and “Certain Federal Income Tax Matters” in the Prospectus and “Federal Income Tax Matters” in the Statement of Additional Information, insofar as such statements purport to summarize certain provisions of the Investment Company Act, the Delaware Statutory Trust Act, the Fund’s Declaration of Trust, U.S. federal income tax law and regulations or legal conclusions with respect thereto, fairly and accurately summarize such provisions in all material respects; all descriptions in the Registration Statement and the Prospectus of any Fund documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments or agreements required to be described or referred to in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required by the Securities Act or the Investment Company Act which have not been so described and filed as required.

     (15) Absence of Further Requirements . (A) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, and (B) no authorization, approval, vote or other consent of any other person or entity, is necessary or required for the performance by the Fund of its obligations under this Agreement or the Fund Agreements, for the offering, issuance, sale or delivery of the Placement Shares hereunder, or for the consummation of any of the other transactions contemplated by this Agreement or the Fund Agreements, in each case on the terms contemplated by the Registration Statement and the Prospectus, except such as have been already obtained and under the Securities Act, the Investment Company Act, the rules and regulations of FINRA and the New York Stock Exchange (“ NYSE ”) and such as may be required under state securities laws.

     (16) Non-Contravention . Neither the execution, delivery or performance of this Agreement and the Fund Agreements nor the consummation by the Fund of the transactions herein or therein contemplated (i) constitutes or will constitute a breach of the Declaration of Trust or bylaws of the Fund, (ii) constitutes or will constitute a breach of or a default under, any agreement, indenture, lease or other instrument to which the Fund is a party or by which it or any of its properties may be bound or (iii) violates or will violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Fund or any of its properties or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the terms of any agreement or instrument to which the Fund is a party or by which the Fund may be bound or to which any of the property or assets of the Fund is subject.

     (17) Possession of Licenses and Permits . The Fund has such licenses, permits, and authorizations of governmental or regulatory authorities (“ permits ”) as are necessary to own its property and to conduct its business in the manner described in the Prospectus; the Fund has fulfilled and performed all its material obligations with respect to such permits and no event has occurred which allows or, after notice or lapse of time, would allow, revocation or termination thereof or results in any other material impairment of the

rights of the Fund under any such permit, subject in each case to such qualification as may be set forth in the Prospectus; and, except as described in the Prospectus, none of such permits contains any restriction that is materially burdensome to the Fund.

     (18) Distribution of Offering Material . The Fund has not distributed and, prior to the later to occur of (i) the Settlement Date and (ii) completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering and sale of the Placement Shares other than the Registration Statement, the Prospectus, the sales material or other materials permitted by the Securities Act or the Investment Company Act.

     (19) Absence of Registration Rights . There are no persons with registration rights or other similar rights to have any securities (debt or equity) (A) registered pursuant to the Registration Statement or included in the offering contemplated by this Agreement or (B) otherwise registered by the Fund under the Securities Act or the Investment Company Act. There are no persons with tag-along rights or other similar rights to have any securities (debt or equity) included in the offering contemplated by this Agreement or sold in connection with the sale of Placement Shares by the Fund pursuant to this Agreement.

     (20) NYSE . The Placement Shares are duly listed and admitted and authorized for trading, subject to official notice of issuance and evidence of satisfactory distribution, on the NYSE.

     (21) FINRA Matters . All of the information provided to Jones or to counsel for Jones by the Fund, its officers and Trustees in connection with letters, filings or other supplemental information provided to FINRA pursuant to FINRA’s conduct rules is true, complete and correct.

     (22) Tax Returns . The Fund has filed all tax returns that are required to be filed and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such tax, assessment, fine or penalty that is currently being contested in good faith by appropriate actions and except for such taxes, assessments, fines or penalties the nonpayment of which would not, individually or in the aggregate, have a Fund Material Adverse Effect.

     (23) Subchapter M . The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “ Code ”) to qualify as a regulated investment company under the Code and intends to direct the investment of the Net Proceeds in such a manner as to comply with the requirements of Subchapter M of the Code.

     (24) Insurance . The Fund’s trustees and officers errors and omissions insurance policy and its fidelity bond required by Rule 17g-1 of the Investment Company Act are in full force and effect; the Fund is in compliance with the terms of such policy and fidelity bond in all material respects; and there are no claims by the Fund under any such policy

or fidelity bond as to which any insurance company is denying liability or defending under a reservation of rights clause; the Fund has not been refused any insurance coverage sought or applied for; and the Fund has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Fund Material Adverse Effect, except as set forth in or contemplated in the Prospectus.

     (25) Accounting Controls and Disclosure Controls . The Fund maintains a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorizations and with the investment objectives, policies and restrictions of the Fund and the applicable requirements of the Securities Act, the Investment Company Act and the Code; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability to calculate net asset value and to maintain material compliance with the books and records requirements under the Investment Company Act; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Fund employs “disclosure controls and procedures” (as such term is defined in Rule 30a-3 under the Investment Company Act); such disclosure controls and procedures are currently in effect.

     (26) Compliance with the Sarbanes-Oxley Act . There is and has been no failure on the part of the Fund or any of the Fund’s trustees or officers, in their capacities as such, to comply in any material respect with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “ Sarbanes Oxley Act ”), including Sections 302 and 906 related to certifications.

     (27) Fund Compliance with Policies and Procedures . The Fund has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Federal Securities Laws (as that term is defined in Rule 38a-1 under the Investment Company Act) by the Fund, including policies and procedures that provide oversight of compliance for each investment adviser, administrator and transfer agent of the Fund.

     (28) Absence of Manipulation . The Fund has not taken and will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Placement Shares and the Fund is not aware of any such action taken or to be taken by any affiliates of the Fund, other than such actions as taken by Jones pursuant to this Agreement, so long as such actions are in compliance with all applicable law.

     (29) Statistical, Demographic or Market-Related Data . Any statistical, demographic or market-related data included in the Registration Statement or the Prospectus is based on or derived from sources that the Fund believes to be reliable and

accurate and all such data included in the Registration Statement or the Prospectus accurately reflects the materials upon which it is based or from which it was derived.

     (30) Advertisements . All advertising, sales literature or other promotional material (including “prospectus wrappers”, “broker kits”, “road show slides” and “road show scripts”), whether in printed or electronic form, authorized in writing by or prepared by or at the direction of the Fund or the Adviser for use in connection with the offering and sale of the Placement Shares (collectively, “ sales material ”) complied and comply in all material respects with the applicable requirements of the Securities Act and the rules and interpretations of FINRA and if required to be filed with FINRA under FINRA’s conduct rules were provided to Troutman Sanders LLP, counsel for Jones, for filing. No sales material contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

          (b) Representations and Warranties by the Adviser . The Adviser represents and warrants to Jones as of the date hereof and as of each Representation Date (as defined in Section 7(k) below), and agree with Jones, as follows:

     (1) Investment Manager Status . The Adviser is duly registered as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act or the Investment Company Act from acting under the Advisory Agreement, or the Accounting Agreement as contemplated by the Prospectus.

     (2) Capitalization . The Adviser has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Prospectus and under this Agreement and the Advisory Agreement, and the Accounting Agreement.

     (3) No Material Adverse Change in Business . Since the respective dates as of which information is given in the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings or business affairs of the Adviser, whether or not arising in the ordinary course of business (any such change is called an “ Adviser Material Adverse Effect ”) and (B) there have been no transactions entered into by the Adviser in connection with the Fund which are material with respect to the Adviser other than those in the ordinary course of its business as described in the Prospectus.

     (4) Good Standing . The Adviser has been duly formed and is validly existing in good standing as a limited liability company under the laws of the State of Delaware and has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement, and the Fund Agreements to which it is a party; and the Adviser is duly qualified to transact business and is in good standing under the laws of each jurisdiction which requires qualification, except for any such jurisdiction where failure to be in good standing would not have an Adviser Material Adverse Effect.

     (5) Power and Authority . The Adviser has full power and authority to enter into this Agreement, the Advisory Agreement, and the Accounting Agreement, the execution and delivery of, and the performance by the Adviser of its obligations under this Agreement, the Advisory Agreement, and the Accounting Agreement have been duly and validly authorized by the Adviser; and this Agreement, the Advisory Agreement, and the Accounting Agreement have been duly executed and delivered by the Adviser and constitute the valid and legally binding agreements of the Adviser, enforceable against the Adviser in accordance with their terms, except as rights to indemnity and contribution may be limited by federal or state securities laws and subject to the qualification that the enforceability of the Adviser’s obligations hereunder and thereunder may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws relating to or affecting creditors’ rights generally and by general equitable principles.

     (6) Description of the Adviser . The description of the Adviser and its business and the statements attributable to the Adviser in the Prospectus complied and comply in all material respects with the provisions of the Securities Act, the Investment Company Act and the Advisers Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

     (7) Non-Contravention . Neither the execution, delivery or performance of this Agreement, the Advisory Agreement, or the Accounting Agreement nor the consummation by the Fund or the Adviser of the transactions herein or therein contemplated (i) conflicts or will conflict with or constitutes or will constitute a breach of the organizational documents of the Adviser, including without limitation, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement, (ii) conflicts or will conflict with or constitutes or will constitute a breach of or a default under, any agreement, indenture, lease or other instrument to which the Adviser is a party or by which it or any of its properties may be bound or (iii) violates or will violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Adviser or any of its properties or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser pursuant to the terms of any agreement or instrument to which the Adviser is a party or by which the Adviser may be bound or to which any of the property or assets of the Adviser is subject.

     (8) Agreements’ Compliance with Laws . This Agreement, the Advisory Agreement, and the Accounting Agreement comply in all material respects with all applicable provisions of the Investment Company Act and the Advisers Act.

     (9) Absence of Proceedings . There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Adviser, threatened, against or affecting the Adviser which is required to be disclosed in the Prospectus (other than as disclosed therein), or that could reasonably be expected to result in an Adviser Material

Adverse Effect, or that could reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Adviser of its obligations under this Agreement, the Advisory Agreement, or the Accounting Agreement; the aggregate of all pending legal or governmental proceedings to which the Adviser is a party or of which any of its property or assets is the subject which are not described in the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in an Adviser Material Adverse Effect.

     (10) Absence of Further Requirements . (A) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, and (B) no authorization, approval, vote or other consent of any other person or entity, is necessary or required for the performance by the Adviser of its obligations under this Agreement, the Advisory Agreement, or the Accounting Agreement, except such as have been already obtained under the Securities Act, the Investment Company Act, the rules and regulations of FINRA and the NYSE and such as may be required under state securities laws.

     (11) Possession of Permits . The Adviser has such permits (as defined herein) as are necessary to own its property and to conduct its business in the manner described in the Prospectus; the Adviser has fulfilled and performed all its material obligations with respect to such permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Adviser under any such permit.

     (12) Adviser Compliance with Policies and Procedures . The Adviser has adopted and implemented written policies and procedures under Rule 206(4)-7 of the Advisers Act reasonably designed to prevent violation of the Advisers Act by the Adviser and its supervised persons.

     (13) Absence of Manipulation . The Adviser has not taken and will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Placement Shares, and the Adviser is not aware of any such action taken or to be taken by any affiliates of the Adviser, other than such actions as taken by Jones pursuant to this Agreement, so long as such actions are in compliance with all applicable law.

          (c) Certificates . Any certificate signed by any authorized officer of the Fund or the Adviser identified on Schedule 3 attached hereto, as such Schedule may be updated from time to time pursuant to notice properly delivered to Jones pursuant to Section 12 of this Agreement and delivered to the representatives or to counsel for Jones shall be deemed a representation and warranty by the Fund or the Adviser, as the case may be, to Jones as to the matters covered thereby.

     7.  Covenants of the Fund and the Adviser . The Fund and the Adviser, jointly and severally, covenant and agree with Jones that:

          (a) The Fund will promptly advise Jones (i) when, during any period that a prospectus relating to the offer or sale of Placement Shares is required to be delivered under the Securities Act, any amendment to the Registration Statement affecting the Placement Shares shall have become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, or for any additional information, affecting or in respect of the Placement Shares, (iii) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement affecting the Placement Shares or the institution or threatening of any proceeding for that purpose, and (iv) the receipt by the Fund of any notification with respect to the suspension of the qualification of the Placement Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Fund will not file any amendment to the Registration Statement affecting the Placement Shares or any supplement to the Prospectus affecting the Placement Shares unless the Fund has furnished Jones with a copy for its review prior to filing, and will not file any such proposed amendment or supplement affecting the Placement Shares to which Jones reasonably objects, in any event until after the end of the period during which a prospectus is required to be delivered to purchasers of the Placement Shares under the Securities Act. Subject to the foregoing sentence, the Fund will cause the Prospectus Supplement to be transmitted to the Commission for filing pursuant to Rule 497 under the Securities Act. The Fund will use its best efforts to prevent the issuance of any order suspending the effectiveness of the Registration Statement affecting the Placement Shares and, if issued, to obtain as soon as possible the withdrawal thereof. The Fund will timely file the requisite copies of the Prospectus with the Commission pursuant to Rule 497(c) or Rule 497(h) under the Securities Act, whichever is applicable or, if applicable, will timely file the certification permitted by Rule 497(j) under the Securities Act and will advise Jones of the time and manner of such filing.

          (b) During any period in which a Prospectus relating to the Placement Shares is required to be delivered by Jones under the Securities Act with respect to a pending sale of the Placement Shares, the Fund will comply so far as it is able with all requirements imposed upon it by the Securities Act and the Investment Company Act, as from time to time in force, so far as necessary to permit the continuance of sales of the Placement Shares during such period in accordance with the provisions hereof and the Prospectus, and will file with the Commission and the NYSE all documents pursuant to the Securities Act and the Investment Company Act in the manner and within the time periods required by the Securities Act and the Investment Company Act. If during such period any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with the Securities Act, the Fund will promptly notify Jones to suspend the offering of Placement Shares during such period and the Fund will promptly amend or supplement the Registration Statement or Prospectus so as to correct such statement or omission or effect such compliance.

          (c) During any period in which the Prospectus relating to the Placement Shares is required to be delivered by Jones under the Securities Act with respect to a pending sale of the Placement Shares, the Fund will use its best efforts to cause the Placement Shares to be listed on the NYSE and to qualify, if necessary, the Placement Shares for sale under the securities laws of such United States jurisdictions as Jones reasonably designates and to continue

such qualifications in effect so long as required for the distribution of the Placement Shares; provided , however , that the Fund shall not be required in connection therewith to qualify as a foreign corporation or dealer in securities, file a general consent to service of process in any jurisdiction, or meet any other requirement in connection with this Section 7(c) deemed by the Fund to be unduly burdensome.

          (d) The Fund will make generally available to its security holders as soon as practicable, but in any event not later than 15 months after the end of the Fund’s current fiscal quarter, an earnings statement covering a 12-month period that satisfies the provisions of Section 11(a) of the Securities Act.

          (e) The Fund agrees to pay all costs, fees and expenses incurred in connection with performance of its obligations hereunder and in connection with the transactions contemplated under this Agreement, including, without limitation, (i) all expenses incident to the issuance and delivery of the Placement Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Placement Shares, (iv) all fees and expenses of the Fund’s counsel and the Fund’s independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts) and the Prospectus, and all amendments and supplements thereto and this Agreement, (vi) all filing fees, distribution fees, attorneys’ fees and expenses incurred by the Fund in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Placement Shares for offer and sale under the state securities or blue sky laws or any other country, including, if requested by Jones, the preparation by counsel for Jones and printing of a “Blue Sky Survey,” an “International Blue Sky Survey” or other memorandum, and any supplements thereto, advising Jones of such qualifications, registrations and exemptions, (vii) the fees and expenses associated with listing the Placement Shares on the NYSE, (viii) the filing fees incident to the review by FINRA of the terms of the sale of the Placement Shares, and (ix) all other fees, costs and expenses incident to the performance by the Fund of its obligations hereunder. Notwithstanding anything to the contrary in this Agreement, the Fund shall reimburse Jones for one-half of all fees and expenses of Jones’ counsel reasonably incurred in connection with the transactions contemplated by this Agreement (the “ Reimbursable Amounts ”). Except with respect to Reimbursable Amounts, the aggregate amount of any discount, commission or other compensation to be paid by the Fund to Jones in connection with Jones’ performance of its obligations under this Agreement shall be as set forth on Schedule 2 attached hereto. The Fund shall pay to Jones the Reimbursable Amounts in addition to such discount, commissions and other compensation payable to Jones as contemplated by Schedule 2 . The Adviser agrees to pay all costs, fees and expenses of its counsel.

          (f) The Fund will use the Net Proceeds as described in the Prospectus.

          (g) During either the pendency of any Placement Notice given hereunder, or any period in which the Prospectus relating to the Placement Shares is required to be delivered by Jones, the Fund shall provide Jones notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any Shares (other

than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Shares, warrants or any rights to purchase or acquire Shares; provided, that such notice shall not be required in connection with the (i) issuance or sale of Shares, options to purchase Shares issuable upon the exercise of options, (ii) the issuance or sale of Shares pursuant to the Dividend Reinvestment Plan, or (iii) any Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding.

          (h) The Fund will, at any time during the term of this Agreement, as supplemented from time to time, advise Jones immediately after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to Jones pursuant to this Agreement.

          (i) The Fund will cooperate with any due diligence review conducted by Jones or its agents, including, without limitation, providing information and making available documents and senior corporate officers, as Jones may reasonably request; provided , however , that the Fund shall be required to make available documents and senior corporate officers only (i) at the Fund’s principal offices and (ii) during the Fund’s ordinary business hours. The parties acknowledge that the due diligence review contemplated by this Section 7(i) will include during the term of this Agreement (i) a bring-down diligence conference among Jones and certain officers of the Fund’s operations or legal departments upon the issuance by the Fund of a Placement Notice and (ii) a quarterly diligence conference to occur as promptly as practicable following the Fund’s filing of each of its annual and semi-annual reports on Form N-CSR and N-CSRS, respectively (the “ Reports ”) and quarterly schedule of investments whereby the Fund will make its senior corporate officers, including portfolio managers, available to address certain diligence inquiries of Jones and will provide such additional information and documents as Jones may reasonably request; provided, however that, notwithstanding anything to the contrary in this Section 7(i), the Fund’s portfolio managers shall not be required to participate with respect to quarterly diligence conferences to be held in connection with the filing of the Fund’s quarterly schedule of investments.

          (j) The Fund agrees that on such dates as the Securities Act shall require, the Fund will (i) file a Prospectus Supplement with the Commission under Rule 497 under the Securities Act, which Prospectus Supplement will set forth, within the relevant period, the amount of Placement Shares sold through Jones, the Net Proceeds to the Fund and the compensation payable by the Fund to Jones with respect to such Placement Shares, and (ii) deliver such number of copies of each such Prospectus Supplement to each exchange or market on which such sales were effected as may be required by the rules or regulations of such exchange or market.

          (k) During the term of this Agreement, each time the Fund (i) files the Prospectus relating to the Placement Shares, (ii) amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, or supplement or (iii) files a Report (to the extent not already covered by subsection (ii) of this Section 7(k)), each of the Fund and the Adviser shall furnish Jones with a certificate, in the form attached hereto as Exhibit 7(k)(1) . (Each date contemplated in subsections (i), (ii)

and (iii) of this Section 7(k) is referred to herein as the “ Representation Date ”). With respect to post-effective amendments to the Registration Statement contemplated by this Section 7(k) , the Representation Date shall be the date the Commission declares such amendment effective and all Representation Date deliveries relating thereto which are required by Section 7 shall be delivered on or as promptly as practicable following the date of effectiveness of such amendment. Upon the filing of a post-effective amendment to the Registration Statement with the Commission which filing is deemed a Representation Date under this Section 7(k) , the Fund shall cause to be furnished to Jones (i) the opinion of Fund Counsel contemplated pursuant to Section 7(l) below and (ii) to the extent such post-effective amendment includes additional, amended or revised financial information, the certificate in the form attached hereto as Exhibit 7(k)(2) , certifying that the information contained in the items referenced in such certificate, which information shall be limited to financial information that is not covered by a prior Comfort Letter delivered pursuant to Section 7(n) , is correct, complete and accurate in all material respects. The deliveries required in the immediately preceding sentence shall be required only to the extent the Prospectus is still current under Section 10(a)(3) of the Securities Act.

          (l) Except as otherwise provided in the last sentence of this Section 7(l), on the date hereof and thereafter as of each Representation Date, the Fund shall cause to be furnished to Jones with a written opinion of K&L Gates LLP (the “ Fund Counsel ” ) , dated the Representation Date, in substantially the form attached hereto as Exhibit 7(l)(1) (for the filing of the initial Prospectus relating to the Placement Shares), and Exhibit 7(l)(2) (for subsequent dates), but modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided , however , that in lieu of such opinion, counsel may furnish Jones with a letter to the effect that Jones may rely on a prior opinion delivered under this Section 7(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). Insofar as any opinion of Fund Counsel relates to or is dependent upon matters governed by Delaware law, Fund Counsel will be permitted to rely on the opinion of Morris, Nichols, Arsht & Tunnell LLP. In the event that a Representation Date is triggered by the filing of the Fund’s semi-annual report, only the opinion identified in Exhibit 7(l)(2) shall be required.

          (m) Except as otherwise provided in the last sentence of this Section 7(m), on the date hereof and thereafter as of each Representation Date, the Adviser shall cause to be furnished to Jones with a written opinion of James J. Boyne, General Counsel of the Adviser, or another attorney employed by the Adviser, who is reasonably acceptable to Jones (the “ Adviser Counsel ” ) , dated the Representation Date, in substantially the form attached hereto as Exhibit 7(m)(1) (for the filing of the initial Prospectus relating to the Placement Shares), but modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided , however , that in lieu of such opinion, counsel may furnish Jones with a letter to the effect that Jones may rely on a prior opinion delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In the event that a Representation Date is triggered by the filing of the Fund’s semi-annual report, no opinion identified in this Section 7(m) shall be required.

          (n) On the date hereof and thereafter as of each Representation Date, or any period in which the Prospectus relating to the Placement Shares is required to be delivered by Jones, each time that the Registration Statement is amended or the Prospectus supplemented to include additional audited amended financial information the Fund shall cause its independent accountants to furnish Jones letters (the “ Comfort Letters ” ), dated the date of each Representation Date, in form and substance satisfactory to Jones, (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “ Initial Comfort Letter ” ) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter provided, however , that any Comfort Letter delivered in connection with the filing of the Fund’s semi-annual report shall not include item by item support and verification (“tickmarking”).

          (o) On the date hereof and thereafter as of each Representation Date, each of the Fund and the Adviser shall furnish Jones with a certificate of its respective Secretary, in substantially the form attached hereto as Exhibit 7(o) .

          (p) Each Placement Notice issued by the Fund to Jones shall be deemed to be an affirmation that the representations and warranties made by it in this Agreement are true and correct in all material respects at the time such Placement Notice is issued, and that the Fund has complied in all material respects with all of the agreements to be performed by it hereunder at or prior to such time.

          (q) The Fund (including its agents and representatives, other than Jones in its capacity as such) will not make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder, except by means of the Prospectus.

          (r) The Fund will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Investment Company Act as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings in, the Placement Shares as contemplated by the provisions hereof and the Prospectus.

          (s) Without the written consent of Jones, the Fund will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Shares, warrants or any rights to purchase or acquire, Shares during the period beginning on the fifth (5 ^th ) Trading Day immediately prior to the date on which any Placement Notice is delivered to Jones hereunder and ending on the fifth (5 ^th ) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; the Fund will not directly or indirectly in any

other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Shares of (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Shares, warrants or any rights to purchase or acquire, Shares prior to the tenth (10 ^th ) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided , however , that such restrictions will not be required in connection with the Fund’s issuance or sale of Shares pursuant to (i) the Dividend Reinvestment Plan, and (ii) conversion of securities or the exercise of warrants, options or other rights in effect or outstanding as of the date of this Agreement.

          (t) The Fund will furnish to Jones and its counsel (at the expense of the Fund) copies of the Registration Statement, the Prospectus and all amendments and supplements to the Registration Statement or Prospectus relating to the registration and issuance of the Placement Shares pursuant to this Agreement that are filed with the Commission during the period in which a prospectus relating to the Placement Shares is required to be delivered under the Securities Act, in each case as soon as reasonably practicable and in such quantities as Jones may from time to time reasonably request.

          (u) Each of the Fund and the Adviser acknowledges and agrees that Jones has informed the Fund that Jones may, to the extent permitted under the Securities Act, Exchange Act and the Investment Company Act, purchase and sell Placement Shares for its own account at the same time as Placement Shares are being sold by the Fund pursuant to this Agreement, provided that (i) the Fund shall not be deemed to have authorized or consented to any such purchases or sales by Jones and (ii) no such purchases or sales shall take place while a Placement Notice is in effect (except to the extent Jones may engage in sales of Placement Shares (i) purchased or deemed purchased from the Fund as a “riskless principal” or in a similar capacity or (ii) with respect to errors that cause Jones to take an unplanned principal positions).

          (v) The Fund will not, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Fund to facilitate the sale or resale of the Placement Shares or (ii) sell, bid for, or purchase the Placement Shares, or pay anyone any compensation for soliciting purchases of the Placement Shares other than Jones; provided , however , the Fund may issue and sell Shares pursuant to the Dividend Reinvestment Plan.

          (w) The Fund and the Adviser will furnish to Jones for a period of two years from the date of this Agreement such information as reasonably requested by Jones regarding the Fund or the Adviser.

     8.  Conditions to Jones’s Obligations . The obligations of Jones hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund and the Adviser herein, to the due performance by the Fund and the Adviser of their respective obligations hereunder, to the completion by Jones of a due diligence review satisfactory to Jones in its reasonable judgment, and to the continuing satisfaction (or waiver by Jones in its sole discretion) of the following additional conditions:

          (a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Jones and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.

          (b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Placement Shares; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the Investment Company Act having been issued and proceedings therefor initiated, or to the knowledge of the Fund, threatened by the Commission; (iii) receipt by the Fund of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate.

          (c) Jones shall not have advised the Fund that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Jones that in Jones’ opinion is material, or omits to state a fact regarding Jones that in Jones’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.

          (d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized capital stock of the Fund or any Fund Material Adverse Effect or Adviser Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect or Adviser Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Jones (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.

          (e) Jones shall have received the opinion of Fund Counsel required to be delivered pursuant Section 7(l) on or before the date on which such delivery of such opinion is required pursuant to Section 7(l) .

          (f) Jones shall have received the opinion of Adviser Counsel required to be delivered pursuant to Section 7(m) on or before the date on which such delivery of such opinion is required pursuant to Section 7(m) .

          (g) Jones shall have received the Comfort Letter required to be delivered pursuant to Section 7(n) on or before the date on which such delivery of such letter is required pursuant to Section 7(n) .

          (h) Jones shall have received the certificates required to be delivered pursuant to Section 7(k) and Section 7(o) on or before the date on which delivery of such certificate is required pursuant to Section 7(k) and Section 7(o) , respectively.

          (i) Trading in the Shares shall not have been suspended on the NYSE.

          (j) On each date on which the Fund is required to deliver a certificate pursuant to Section 7(k) , the Fund shall have furnished to Jones such appropriate further information, certificates and documents as Jones may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Jones with such conformed copies of such opinions, certificates, letters and other documents as Jones shall reasonably request.

          (k) All filings with the Commission required by Rule 497 under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497.

          (l) The Placement Shares shall have been approved for listing on the NYSE, subject only to notice of issuance.

          (m) There shall not have occurred any event that would permit Jones to terminate this Agreement pursuant to Section 11(a) .

          (n) Prior to the date hereof, FINRA shall have confirmed that it has no objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.

     9.  Indemnification and Contribution .

          (a) Indemnification by the Fund and the Adviser . The Fund and the Adviser, jointly and severally, agree to indemnify and hold harmless Jones, its directors, members, officers and each person, if any, who controls Jones within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

     (1) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material

fact contained in the Registration Statement (or any amendment thereto) including any information deemed to be a part thereof pursuant to Rule 430A or Rule 497 under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any sales material, any Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

     (2) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 9(e) below) any such settlement is effected with the written consent of the Fund and the Adviser; and

     (3) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by Jones), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (1) or (2) above,

      provided , however , that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Fund or the Adviser by Jones expressly for use in the Registration Statement (or any amendment thereto), any sales material, or in any Prospectus (or any amendment or supplement thereto).

          (b) Indemnification by Jones . Jones agrees to indemnify and hold harmless each of the Fund and the Adviser, each of their directors, trustees, members, each of their officers who signed the Registration Statement, and each person, if any, who controls the Fund or the Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 9 , as incurred, but only with respect to (i) any failure by Jones to comply with the prospectus delivery requirements applicable to the Placement Shares; and (ii) untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Fund or the Adviser by Jones expressly for use in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto). The Fund and the Adviser acknowledge that Jones has not furnished any information to the Fund for inclusion in the Prospectus.

          (c) Actions against Parties; Notification . Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Jones, its directors, members, officers, and each person, if any, who controls Jones within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Jones; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by the Fund; and counsel to the Adviser and each person, if any, who controls such Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by such Adviser. An indemnifying party may participate at its own expense in the defense of any such action; provided , however , that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Jones and each person, if any, who controls Jones within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of their directors, trustees, members, each of its officers who signed the Registration Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Adviser, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 9 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

          (d) Settlement Without Consent if Failure to Reimburse . If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a)(2) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

          (e) Other Agreements with Respect to Indemnification and Contribution . The provisions of this Section 9 hereof shall not affect any agreements among the Fund and the Adviser with respect to indemnification of each other or contribution between themselves.

     (f) Contribution .

     (1) If the indemnification provided for in this Section 9 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Fund and the Adviser on the one hand and Jones on the other hand from the offering of the Placement Shares pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Fund and the Adviser on the one hand and of Jones on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

     (2) The relative benefits received by the Fund and the Adviser on the one hand and Jones on the other hand in connection with the offering of the Placement Shares pursuant to this Agreement shall be deemed to be in the same respective proportions as the Net Proceeds from the offering of the Placement Shares pursuant to this Agreement (before deducting expenses) received by the Fund and the Adviser and the total discounts and commissions received by Jones, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Placement Shares as set forth on such cover.

     (3) The relative fault of the Fund and the Adviser on the one hand and Jones on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Fund, by the Adviser or by Jones and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

     (4) The Fund, the Adviser and Jones agree that it would not be just and equitable if contribution pursuant to this Section 9(f) were determined by pro rata allocation (even if Jones were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 9(f) . The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 9(f) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

     (5) Notwithstanding the provisions of this Section 9(f) , Jones shall not be required to contribute any amount in excess of the amount by which the total price of the Placement Shares actually distributed by Jones exceeds the amount of any damages that Jones has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission.

     (6) No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

     (7) For purposes of this Section 9(f) , each person, if any, who controls Jones within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contributions as Jones, and each person who controls the Fund or the Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, each officer of the Fund and the Adviser and each trustee, director or member of the Fund and the Adviser shall have the same rights to contribution as the Fund and the Adviser.

          (g) The indemnity and contribution agreements contained in this Section 9 and the representation and warranties of the Fund and Adviser set forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of Jones, its partners, officers or employees, or any person controlling Jones, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and or by or on behalf of the Fund and/or the Adviser, its directors and officers or any person who controls the Fund and/or the Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, (ii) delivery and acceptance of the Placement Shares and payment therefor, or (iii) any termination of this Agreement. A successor to Jones or to the Fund or the Adviser, its respective directors or officers, or any person controlling the Fund or the Adviser, shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Section 9 .

     10.  Representations and Agreements to Survive Delivery . All representations and warranties of the Fund and the Adviser herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of Jones, any controlling persons, or the Fund and/or the Adviser (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement.

     11.  Termination .

          (a) Jones shall have the right by giving notice as hereinafter specified at any time to terminate this Agreement if (i) any Fund Material Adverse Effect or Adviser Material Adverse Effect, has occurred which, in the reasonable judgment of Jones, may materially impair the investment quality of the Placement Shares, (ii) the Fund or the Adviser shall have failed, refused or been unable to perform any agreement on its part to be performed hereunder; provided , however , in the case of any failure of the Fund or the Adviser to deliver (or cause another person to deliver) any certification, opinion, or letter required under Sections 7(k) , 7(l) ,

7(m) , or 7(n) Jones’s right to terminate shall not arise unless such failure to deliver (or cause to be delivered) continues for more than thirty (30) days from the date of such Representation Date pursuant to which such delivery was required; provided , further , that , Jones shall have the right to suspend its obligations hereunder, regardless of whether a Placement Notice is pending, beginning on the sixth (6 ^th ) day after the date of any Representation Date if any certification, opinion, or letter referenced in the foregoing proviso has not yet been (or caused to be) delivered; (iii) any other condition of Jones’s obligations hereunder is not fulfilled, or (iv) any suspension or limitation of trading in the Placement Shares or in securities generally on the NYSE shall have occurred. Any such termination shall be without liability of any party to any other party except that the provisions of Section 7(e) , Section 9 , Section 10 , Section 15 , Section 17 and Section 19 hereof shall remain in full force and effect notwithstanding such termination. If Jones elects to terminate this Agreement as provided in this Section 11 , Jones shall provide the required notice as specified herein.

          (b) The Fund shall have the right, by giving notice as hereinafter specified to terminate this Agreement in its sole discretion at any time . Any such termination shall be without liability of any party to any other party except that the provisions of Section 7(e) , Section 9 , Section 10 , Section 15 , Section 17 and Section 19 hereof shall remain in full force and effect notwithstanding such termination.

          (c) Jones shall have the right, by giving notice as hereinafter specified to terminate this Agreement in its sole discretion at any time following the period of twelve (12) months after the date of this Agreement . Any such termination shall be without liability of any party to any other party except that the provisions of Section 7(e) , Section 9 , Section 10 , Section 15 , Section 17 and Section 19 hereof shall remain in full force and effect notwithstanding such termination.

          (d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 11(a) , (b) or (c) above or otherwise by mutual agreement of the parties; provided , however , that any such termination by mutual agreement shall in all cases be deemed to provide that Section 7(e) , Section 9 , Section 10 , Section 15 Section 17 and Section 19 shall remain in full force and effect.

          (e) Except as otherwise provided in Sections 11(b) and 11(c) , any termination of this Agreement shall be effective on the date specified in such notice of termination; provided , however , that such termination shall not be effective until the close of business on the date of receipt of such notice by Jones or the Fund or Adviser, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall settle in accordance with the provisions of this Agreement.

          (f) Upon termination of this Agreement in accordance with Sections 11(a) , 11(b) or 11(c) , Jones shall not be entitled to reimbursement for its out-of-pocket expenses except to the extent otherwise agreed by the parties.

     12.  Notices . All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing and if sent to Jones, shall be delivered to Jones at JonesTrading Institutional Services LLC, 32133 Lindero

Canyon Road, Suite 208, Westlake Village, California 91361, fax no. (781) 416-2899, Attention: General Counsel, and Troutman Sanders LLP, 1001 Haxall Point, Richmond, Virginia 23218, fax no. (804) 698-5196, Attention: David M. Carter; or if sent to the Fund or the Adviser, shall be delivered to Calamos Advisors LLC, 2020 Calamos Court, Naperville, Illinois 60563, Attention: General Counsel, fax no.: (630) 245-6343, with a copy to K&L Gates LLP, 70 West Madison Street, Ste. 3100, Chicago, Illinois 60602, Attention: Cameron S. Avery, telephone (312) 807-4302 fax: (312) 827-8033. Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, “ Business Day ” shall mean any day on which the NYSE and commercial banks in the City of New York are open for business.

     13.  Successors . This Agreement shall inure to the benefit of and be binding upon Jones, the Fund and the Adviser and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than Jones, the Fund and the Adviser and their respective successors and the controlling persons and directors, officers, members and trustees referred to in Section 9 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of Jones, the Fund and the Adviser and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Placement Shares from Jones shall be deemed to be a successor by reason merely of such purchase.

     14.  Partial Unenforceability . The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

     15.  Governing Law Provisions .

          (a) Governing Law . This Agreement shall be governed by and construed in accordance with the internal laws of the state of New York applicable to agreements made and to be performed in such state.

          (b) Consent to Jurisdiction . Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal or state courts of the United States of America located in the Southern District of New York and borough of Manhattan (collectively, the “ Specified Courts ”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to

the enforcement of a judgment of any such court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

     16.  General Provisions . This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof, including the Original Agreement which is hereby terminated. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The Section headings, titled and captions herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

     17.  Waiver of Jury Trial . The Fund, the Adviser and Jones each hereby irrevocably waives any right it may have to a trial by jury in respect of any claim based upon or arising out of this Agreement or any transaction contemplated hereby.

     18.  Adjustments for Stock Splits . The parties acknowledge and agree that all share related numbers contained in this Agreement shall be adjusted to take into account any stock split, stock dividend or similar event effected with respect to the Shares.

     19.  Absence of Fiduciary Relationship . Each of the Fund and the Adviser acknowledges and agrees that:

          (a) Jones is acting solely as a placement agent in connection with the public offering of the Placement Shares and no fiduciary, advisory or agency relationship between the Fund or the Adviser, on the one hand, and Jones, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not Jones has advised or is advising the Fund or the Adviser on other matters and Jones has no obligations to the Fund or the Adviser with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement;

          (b) the public offering price of the Placement Shares and the commission, discount or other compensation received by Jones in connection with the offering of the Placement Shares set forth in this Agreement were established by the Fund following discussions and arms-length negotiations with the Representatives;

          (c) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement;

          (d) in connection with each transaction contemplated by this Agreement and the process leading to such transactions, Jones is and has been acting solely as principal and not as fiduciary, advisor or agent of the Fund or the Adviser or any of their respective affiliates;

          (e) Jones has not provided any legal, accounting, regulatory or tax advice to the Fund or the Adviser with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisers to the extent it has deemed appropriate; it is aware that Jones and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Fund and the Adviser, and Jones has no obligation to disclose such interests and transactions to the Fund or the Adviser by virtue of any fiduciary, advisory or agency relationship; and

          (f) it waives, to the fullest extent permitted by law, any claims it may have against Jones for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that Jones shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or on behalf of the Fund or the Adviser.

[Remainder of Page Intentionally Blank]

          If the foregoing correctly sets forth the understanding between the Fund, the Adviser and Jones, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Fund, the Adviser and Jones.

		Very truly yours,
		CALAMOS CONVERTIBLE AND HIGH INCOME FUND
		By:		/s/ Nimish S. Bhatt
		Name:		Nimish S. Bhatt
		Title:		Vice President and Chief Financial Officer
		CALAMOS ADVISORS LLC
		By:		/s/ James J. Boyne
		Name:		James J. Boyne
		Title:		President of Distribution and Operations
		ACCEPTED as of the date first-above written:
		JONESTRADING INSTITUTIONAL SERVICES LLC
		By:		/s/ Alan F. Hill
		Name: Alan F. Hill
		Title: Chief Financial Officer

Subject: Capital On Demand — Placement Notice

Gentlemen:

Pursuant to the terms and subject to the conditions contained in the Capital On Demand™ Sales Agreement between Calamos Convertible and High Income Fund (the “ Fund ”), Calamos Advisors LLC (the “ Adviser ”) and JonesTrading Institutional Services LLC (“ Jones ”) dated                      , 2009 (the “ Agreement ”), I hereby request on behalf of the Fund that Jones sell up to [ ] shares of the Fund’s common shares of beneficial interest, no par value per share, at a minimum market price of $______ per share.

The time period during which sales are requested to be made shall be                      .

[No more than                      shares may be sold in any one trading day.]

ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS SPECIFIC DATES THE SHARES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY JONES, AND/OR THE CAPACITY IN WHICH JONES MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH).

SCHEDULE 2

Compensation

The amount of any discount, commission or other compensation (other than the Reimbursable Amounts) to be paid by the Fund to Jones shall range between 100 and 250 basis points of the gross proceeds with respect to sales actually effected by Jones, with the exact amount of such discount, commission or other compensation to be mutually agreed upon by the parties from time to time.

SCHEDULE 3

JONESTRADING INSTITUTIONAL SERVICES LLC

CALAMOS CONVERTIBLE AND HIGH INCOME FUND

David Butler
Senior Vice President and Head Trader
Calamos Advisors LLC
2020 Calamos Court
Naperville, IL 60563
(630) 245-7227
dbutler@calamos.com

Stathy Darcy
Calamos Investments
2020 Calamos Court
Naperville, IL 60563
(630) 245-1046
sdarcy@calamos.com

Exhibit 7(k)(1)

FUND OFFICER CERTIFICATE

     The undersigned, the duly qualified and elected                                           of CALAMOS CONVERTIBLE AND HIGH INCOME FUND (“ Fund ”), a Delaware statutory trust, does hereby certify in such capacity and on behalf of the Fund, pursuant to Section 7(k) of the Second Amended and Restated Sales Agreement dated                      , 2010 (the “ Sales Agreement ”) between the Fund, Calamos Advisors LLC and JonesTrading Institutional Services LLC, that to the best of the knowledge of the undersigned:

     (i) Except for non-material exceptions as may be set forth on Annex A hereto, the representations and warranties of the Fund in Section 6(a) of the Sales Agreement are true and correct on and as of the date hereof, with the same force and effect as if expressly made on and as of the date hereof; and

     (ii) The Fund has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to the Sales Agreement at or prior to the date hereof.

Date:                                          

Exhibit 7(k)(1) (Cont’d)

ADVISER OFFICER CERTIFICATE

     The undersigned, the duly qualified and elected                                           of CALAMOS ADVISORS LLC (“ Adviser ”), a Delaware limited liability company, does hereby certify in such capacity and on behalf of the Adviser, pursuant to Section 7(k) of the Second Amended and Restated Sales Agreement dated                      , 2010 (the “ Sales Agreement ”) between the Adviser, Calamos Convertible and High Income Fund and JonesTrading Institutional Services LLC, that to the best of the knowledge of the undersigned:

     (i) Except for non-material exceptions as may be set forth on Annex A hereto, the representations and warranties of the Adviser in Section 6(b) of the Sales Agreement are true and correct on and as of the date hereof, with the same force and effect as if expressly made on and as of the date hereof; and

     (ii) The Adviser has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to the Sales Agreement at or prior to the date hereof.

Date:                                          

Exhibit 7(k)(2)

                     ___, 2009

JonesTrading Institutional Services LLC
780 Third Avenue, 3 ^rd Floor
New York, New York 10017

Ladies and Gentlemen:

     This officer’s certificate of Calamos Convertible and High Income Fund, a Delaware statutory trust (the “ Fund ”), is being delivered on behalf of the Fund by [Nimish S. Bhatt, Vice President and Chief Financial Officer/Cheryl L. Hampton, Treasurer] of the Fund, in connection with the Second Amended and Restated Sales Agreement, dated                      ___, 2010, among the Fund and JonesTrading Institutional Services LLC (the “ Agent ”) in relation to the issuance and sale from time to time of shares of up to 5,000,000 of the Fund’s common shares of beneficial interest through the Agent.

(1) I hereby certify that I am the duly elected [Vice President and Chief Financial Officer/Treasurer] of the Fund.

(2) For purposes of this certificate, I have read the information identified by you on the attached copies of certain pages of the Fund’s Post-Effective Amendment No. ___to its Registration Statement on Form N-2 (File Nos. 333-146947 and 811-21319), and hereby certify that the information contained in the items referenced in this paragraph is correct, complete and accurate in all material respects.

[Remainder of page intentionally blank]

Signed by me this ___ day of                      , 2009.

		Name:
		Title:

Exhibit 7(l)(1)

FORM OF OPINION OF K&L GATES LLP

     1. The Fund has been duly formed and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act, with full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus.

     2. The Fund is duly registered with the Commission pursuant to Section 8 of the Investment Company Act as a closed-end, diversified management investment company and the Investment Company Act Notification has been duly filed with the Commission; all action has been taken by the Fund as required by the Securities Act and the Investment Company Act to permit the Fund to issue and sell the Placement Shares to make the public offering and consummate the sale of the Placement Shares as contemplated by the Sales Agreement; the Sales Agreement and each of the Fund Agreements complies in all material respects with all applicable provisions of the Securities Act, the Investment Company Act; and to the best knowledge of such counsel, the Fund has not received any notice from the Commission pursuant to Section 8(e) of the Investment Company Act with respect to the Investment Company Act Notification or the Registration Statement.

     3. The Fund’s Declaration of Trust and by-laws comply in all material respects with the Investment Company Act.

     4. The Fund has full power and authority to enter into the Sales Agreement and the Fund Agreements; the execution and delivery of, and the performance by the Fund of its obligations under the Sales Agreement and the Fund Agreements have been duly and validly authorized by the Fund; the Sales Agreement and the Fund Agreements constitute valid and legally binding agreements of the Fund, enforceable against the Fund in accordance with their terms, except as rights to indemnity and contribution thereunder may be limited by federal or state securities laws and subject to the qualification that the enforceability of the Fund’s obligations hereunder and thereunder may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws relating to or affecting creditors’ rights generally and by general equitable principles.

     5. Neither the issuance and sale of the Placement Shares in accordance with the Sales Agreement, the execution, delivery or performance of the Sales Agreement or any of the Fund Agreements by the Fund, nor the consummation by the Fund of the transactions contemplated herein or therein or the adoption of the Fund’s Dividend Reinvestment Plan (i) constitutes or will constitute a breach of the Declaration of Trust or by-laws of the Fund, (ii) constitutes or will constitute a breach of or a default under, any material contract of the Fund, as described in or included as an exhibit to the Registration Statement or Prospectus, or (iii) violates or will violate any existing United States of America or State of Illinois statute, law or regulation (assuming compliance with all applicable state securities and blue sky laws, and except that, in the published opinion of the Commission, the indemnification provisions in the Sales Agreement and the Fund Agreements, insofar as they relate to indemnification for liabilities arising under the Securities Act, are against public policy as expressed in the Securities

Act and therefore unenforceable) or violates any filing or judgment, injunction, order or decree known to us to be applicable to the Fund or any of its properties or will result in the creation or imposition of any security interest, lien, charge or encumbrance upon any property or assets of the Fund pursuant to the terms of any agreement or instrument to which the Fund is a party or by which the Fund may be bound or to which any of the property or assets of the Fund is subject (except in each case for such conflicts, violations, breaches or defaults of liens, charges or encumbrances that would not have a material adverse effect on the ability of the Fund to perform its obligations under the Sales Agreement and the Fund Agreements).

     6. None of the offering, issuance, sale or delivery of the Placement Shares pursuant to the Sales Agreement, or the consummation of any of the other transactions contemplated by the Sales Agreement or the Fund Agreements, in each case on the terms contemplated by the Registration Statement and the Prospectus, requires any consent, approval, authorization or other order of or registration or filing with, the Commission, FINRA, or any national securities exchange, or governmental body or agency of the United States of America, or State of Illinois or State of Delaware or, based solely on a review of our litigation docket and based solely on the Docket Search (as that term is defined in the Morris Nichols Opinion the form of which is set forth on Schedule II), an order of any court or arbitrator of the United States of America or State of Illinois or any Delaware Court (as that term is defined in the Morris Nichols Opinion), except (1) the absence of which, either individually or in the aggregate, would not have a material adverse effect on the Fund or the offering of the Placement Shares as contemplated in the Sales Agreement; (2) such as may have been obtained prior to the date hereof; and (3) such as may be required for compliance with state securities or blue sky laws of various jurisdictions.

     7. The Fund has an authorized, issued and outstanding capitalization as set forth in the Prospectus and the authorized capitalization of the Fund conforms to the description thereof contained in the Registration Statement and the Prospectus; all of the outstanding common shares of beneficial interest and preferred shares have been duly authorized and validly issued, and, subject to the qualification in the last sentence of this paragraph, are fully paid and non-assessable; the Placement Shares have been duly authorized by all necessary action of the Fund under the Delaware Act and, when issued and delivered against payment therefor in accordance with the Sales Agreement, will be validly issued, and, subject to the qualification in the last sentence of this paragraph, fully paid and non-assessable representing undivided beneficial ownership interests in the assets of the Fund and will not have been issued in violation of or subject to any preemptive right, co-sale right, registration right, right of first refusal or other similar right; the Placement Shares are duly listed, and admitted and authorized for trading, subject to official notice of issuance and evidence of satisfactory distribution, on the NYSE; we express no opinion with respect to the liability of any holder of Securities who is, was or may become a named trustee of the Fund.

     8. No holders of outstanding common shares of beneficial interest are entitled as such to any preemptive or other rights to subscribe for any common shares of beneficial interest under any applicable contract, under the Fund’s Declaration of Trust or the by-laws or under the Delaware Act; and, except as set forth in the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Fund are outstanding.

     9. The statements set forth under the headings “Description of Securities” in the Prospectus, “Certain Provisions of the Agreement and Declaration of Trust and Bylaws” and “Certain Federal Income Tax Matters” in the Prospectus and Statement of Additional Information, insofar as such statements purport to summarize certain provisions of the Investment Company Act, the Delaware Act, the common shares of beneficial interest or the Fund’s Declaration of Trust, United States federal income tax law and regulations or legal conclusions with respect thereto, fairly and accurately summarize such provisions in all material respects.

     10. To the knowledge of such counsel, there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Fund or its property of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Prospectus, and there are no agreements, franchises, contracts, indentures, mortgages, loan agreements, notes, leases, permits or other instruments that are required to be described in the Registration Statement and the Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required by the Securities Act or the Investment Company Act.

     11. The Registration Statement has become effective under the Securities Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 497 have been made in the manner and within the time period required by Rule 497; to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened by the Commission, and at the time the Registration Statement became effective and as of the date hereof, the Registration Statement and the Prospectus and each amendment or supplement thereto (other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no statement) complied, and as of the date hereof, comply as to form in all material respects with the applicable requirements of the Securities Act and the Investment Company Act.

     In addition, we have participated in conferences with officers and other representatives of the Fund, representatives of the independent public accountants for the Fund, and your counsel and representatives, at which the contents of the Registration Statement and the Prospectus and related matters were discussed and, although we have not verified the accuracy or completeness of the statements contained in the Registration Statement or the Prospectus, nothing has come to such counsel’s attention that would lead it to believe that:

     (i) the Registration Statement, at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading (other than the financial statements and schedules and any other financial or statistical information or calculations contained therein or incorporated therein by reference and other than any exhibits, schedules or appendices included or incorporated by reference therein, as to which such counsel expresses no opinion), or

     (ii) the Prospectus, as of its date and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order

to make the statements therein, in the light of the circumstances under which they were made, not misleading (other than the financial statements and schedules and any other financial or statistical information or calculations contained therein or incorporated therein by reference and other than any exhibits, schedules or appendices included or incorporated by reference therein, as to which such counsel expresses no opinion).

     In rendering such opinion, such counsel may rely (A) as to matters involving the application of the laws of any jurisdiction other than the State of Delaware (other than the Delaware Statutory Trust Act), the State of Illinois or the Federal laws of the United States to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for Jones, (B) as to matters involving the application of the Delaware Statutory Trust Act to the extent they deem proper and specified in such opinion, upon the opinion of Morris, Nichols, Arsht & Tunnell LLP or other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for Jones and (C) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Fund and public officials. References to the Prospectus shall also include any supplements thereto at the Settlement Date.

Schedule II

FORM OF OPINION OF MORRIS, NICHOLS, ARSHT & TUNNELL LLP

     1. The Fund has been duly formed and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act (the “Delaware Act”). The Fund has the statutory trust power and authority to own property and conduct its business as described in the Prospectus.

     2. Under the Delaware Act and the Governing Instrument, the execution and delivery of the Sales Agreement and each of the Fund Agreements by the Fund, and the performance by the Fund of its obligations thereunder, have been duly authorized by all requisite statutory trust action on the part of the Fund.

     3. The Placement Shares have been duly authorized for issuance by the Fund and, when issued and delivered against payment therefor in accordance with the terms, conditions, requirements and procedures set forth in the Sales Agreement, will be validly issued and, subject to the qualifications below, fully paid and non-assessable beneficial interests in the Series. The holders of Placement Shares will be, subject to the terms of the Governing Instrument, entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware; provided, however, that we express no opinion with respect to liability of any holder of Placement Shares who is, was or may become a named Trustee of the Fund.

     4. Under the Governing Instrument and the Delaware Act, the issuance of the Placement Shares is not subject to preemptive rights.

     5. The form of Placement Shares Certificate complies with all applicable requirements of the Delaware Act.

     6. No authorization, approval, consent or order of any governmental authority or agency of the State of Delaware or, based solely on the Docket Search, an order of any Delaware Court, is required to be obtained by the Fund solely as a result of the issuance and sale of the Placement Shares, the consummation by the Fund of the transactions contemplated by the Sales Agreement and the Fund Agreements or the performance by the Fund of its obligations thereunder, or the adoption of the Dividend Reinvestment Plan.

     7. The execution and delivery by the Fund of the Sales Agreement and the Fund Agreements, the consummation by the Fund of the transactions contemplated by the Sales Agreement and the Fund Agreements, the performance by the Fund of its obligations thereunder, the issuance and sale by the Fund of the Placement Shares and the adoption of the Dividend Reinvestment Plan will not violate (i) the Certificate or the Governing Instrument or (ii) any applicable Delaware law or administrative regulation.

     8. Based solely on the Docket Search, there is not in any Delaware Court any action, suit or proceeding pending against the Fund.

Exhibit 7(l)(2)

Matters to be Covered by Subsequent Fund Counsel Opinions

     The Registration Statement, when it became effective, and the Prospectus and any amendment or supplement thereto, on the date of filing thereof with the Commission, complied as to form in all material respects with the requirements for registration statements on Form N-2 under the Securities Act and the rules and regulations of the Commission thereunder; it being understood, however, that we express no opinion with respect to the financial statements, schedules or other financial data included in, or omitted from, the Registration Statement or the Prospectus. In passing upon the compliance as to form of the Registration Statement and the Prospectus, we have assumed that the statements made therein are correct and complete.

     The Registration Statement has become effective under the Securities Act and, to the best of our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted by the Commission.

     In addition, we have participated in conferences with officers and other representatives of the Fund, representatives of the independent public accountants for the Fund, and your counsel and representatives, at which the contents of the Registration Statement and the Prospectus and related matters were discussed and, although we have not verified the accuracy or completeness of the statements contained in the Registration Statement or the Prospectus, nothing has come to our attention that has caused us to believe that (i) at the time the Registration Statement became effective, the Registration Statement (other than the financial statements, including supporting schedules and other financial and statistical information derived therefrom or included in the Registration Statement, as to which we express no comment) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) as of its date and the date hereof the Prospectus (except as aforesaid) contained or contains any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Exhibit 7(m)(1)

FORM OF OPINION OF ADVISER COUNSEL

     1. The Adviser is a limited liability company existing and in good standing under the Delaware Limited Liability Company Act (“ DLLCA ”) and is duly qualified to do business and is in good standing in the State of Illinois. The Adviser has the limited liability company power to own and lease its properties and to conduct its business as described in the Registration Statement and Prospectus and to execute and deliver the Transaction Agreements. The Adviser is duly qualified to do business as a foreign limited liability company and is in good standing in each other jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have an Adviser Material Adverse Effect.

     2. The Adviser is duly registered with the Commission as an investment adviser under the Advisers Act and to such counsel’s knowledge is not prohibited by the Advisers Act or the Investment Company Act from acting under the Advisory Agreement as investment adviser to the Company, as contemplated by the Registration Statement and Prospectus. To such counsel’s knowledge, there does not exist any proceeding or inquiry pending or threatened, which could reasonably be expected to adversely affect the registration of the Adviser with the Commission.

     3. The Adviser has duly authorized, executed and delivered the Sales Agreement, the Advisory Agreement and the Accounting Agreement to the respective counterparties. Each of the Sales Agreement, the Advisory Agreement and the Accounting Agreement is a valid and binding obligation of the Adviser, and each of the Avisory Agreement and the Accounting Agreement is enforceable against the Adviser in accordance with its terms, except: (i) as limited by the effect of bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights or remedies of creditors; and (ii) as limited by the effect of the general principles of equity, whether enforcement is considered in proceedings in equity or at law (including the possible unavailability of specific performance or injunctive relief).

     4. The Sales Agreement, the Advisory Agreement and the Accounting Agreement comply in all material respects with all applicable provisions of the Advisers Act and the Investment Company Act.

     5. The description in the Prospectus of the Adviser and its business complies in all material respects with all applicable requirements of the Securities Act and the Investment Company Act.

     6. The Adviser’s execution and delivery of the Sales Agreement, the Advisory Agreement and the Accounting Agreement do not, and the Adviser’s performance of its obligations thereunder will not (a) violate or conflict with any existing provisions of the

Adviser’s organizational documents, (b) constitute a violation by the Adviser of any applicable provision of any law, statute or regulation of the State of Illinois, the General Corporation Law of the State of Delaware or the United States of America (except with respect to compliance with any disclosure requirement or any prohibition against fraud or misrepresentation or as to whether performance of the indemnification or contribution provisions in the Sales Agreement would be permitted, as to which such counsel expresses no opinion for purposes of this paragraph) or (c) breach, or result in a default under (nor constitute any event which with notice, lapse of time or both would result in any breach or violation of or constitute a default under), the contracts of the Adviser set forth on Exhibit A hereto (provided that such counsel expresses no opinion with respect to any financial test or cross-default provision in any such agreement), except for such conflicts, breaches, violations or defaults that would not have an Adviser Material Adverse Effect.

     7. Such counsel does not have actual knowledge of any action, proceeding or investigation pending or overtly threatened in writing against the Adviser before any United States, Delaware or Illinois court, governmental agency or arbitrator that: (a) asserts the invalidity of the Sales Agreement, the Advisory Agreement and/or the Accounting Agreement or (b) seeks to prevent the consummation of the transactions contemplated by the Sales Agreement.

     8. Nothing has come to such counsel’s attention that has caused it to conclude that the issuance of the Placement Shares will be subject to any contractual preemptive or similar rights.

     9. Such counsel does not have actual knowledge that any provision in any Court Order (as defined below) would be breached or otherwise violated by the Adviser’s execution or delivery of the Sales Agreement or its performance of its obligations under the Sales Agreement, the Advisory Agreement and the Accounting Agreement. For purposes of this opinion letter, the term “ Court Order ” means a court or administrative order, writ, judgment or decree that names the Adviser and is specifically directed to the Adviser or its property. For purposes of this opinion letter, such counsel has not undertaken any investigation to identify Court Orders to which the Adviser may be subject, other than to review the relevant provisions of the Adviser’s Form ADV filed with the SEC.

     10. No further consents, authorizations, approvals or filings by the Adviser are required under any Illinois state or U.S. federal law, regulation or rule in order to perform its obligations under the Sales Agreement, the Advisory Agreement and the Accounting Agreement.

     11. To such counsel’s knowledge, there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Adviser or its property of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Prospectus, and there are no agreements, franchises, contracts, indentures, mortgages, loan agreements, notes, leases, permits or other instruments that are required to be described in the Registration Statement or the Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required by the Securities Act or the Investment Company Act.

* * * * *

I make no representation that I have independently verified the accuracy, completeness or fairness of the Registration Statement or Prospectus or that the actions taken in connection with the preparation of the registration Statement or Prospectus (including the actions described in the next paragraph) were sufficient to cause the Registration Statements or Prospectus to be accurate, complete or fair. I am not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the Registration Statement or Prospectus except to the extent otherwise explicitly indicated in numbered paragraphs 5 and 11 above.

     I can, however, confirm that I have participated in conferences with representatives of the Advisor during which disclosures in the Registration Statement and Prospectus and related matters were discussed. In addition, I have reviewed certain Advisor records.

     Based upon my participation in the conferences and my document review identified in the preceding paragraph and subject to the limitations described in the preceding two paragraphs, my understanding of applicable law and the experience I have gained thereunder, I can advise you that nothing has come to my attention that has caused me to conclude that solely with respect to the description of the Adviser and its business (a) the Registration Statement or any further amendment or supplement thereto made by the Fund prior to the date hereof (other than financial statements and related notes and other financial, statistical and accounting data included in the Registration Statement, as to which no opinion is given) at its effective date contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the Prospectus or any further amendment or supplement thereto made by the Fund prior to the date hereof (other than financial statements and related notes and other financial, statistical and accounting data included in the Prospectus, as to which no opinion is given) at the date it bears or on the date of this letter contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Exhibit A

Material Contracts

Exhibit 7(o)

FUND SECRETARY’S CERTIFICATE

     I,                      , certify that I am the Secretary of Calamos Convertible and High Income Fund, a Delaware statutory trust (the “Company”), and that, as such, I am authorized to execute this certificate on behalf of the Company, and in connection with the Second Amended and Restated Sales Agreement dated as of                      ___, 2010 (the “Sales Agreement”), among the Company, Calamos Advisors LLC and JonesTrading Institutional Services LLC (“JonesTrading”), do hereby further certify that (capitalized terms shall have the meanings ascribed to them in the Sales Agreement):

          1. Attached as Exhibit A is a true and complete copy of the Amended and Restated Agreement and Declaration of Trust of the Company as is in full force and effect as of the date hereof and as has been in full force and effect at all times since                      . No proceedings for any amendment to such Amended and Restated Agreement and Declaration of Trust have been instituted or are pending.

          2. Attached as Exhibit B is a true and complete copy of the By-Laws of the Company as are in full force and effect as of the date hereof and as have been in full force and effect at all times since                      .

          3. Attached as Exhibit C is a true copy of certain resolutions duly adopted by the Board of Trustees of the Company on                      ___, 200___ and                      ___, 200_, authorizing, among other things, (i) the issuance and sale of up to 6.6 million shares of the Company’s common stock, (ii) filing a new shelf registration statement on Form N-2 with the Securities and Exchange Commission, and (iii) the execution and delivery by the Company of the Sales Agreement. Such resolutions have not been modified or revoked, are in full force and effect and such resolutions are the only resolutions adopted by the Board of Trustees or any committee thereof relating to the matters covered thereby.

          4.                      is and has been at all times since                      ___, 200_, the Vice President and Chief Financial Officer of the Company, and the signature of the above-named officer set forth below immediately opposite his name is his true and correct signature:

		Vice President and Chief Financial Officer

          5. Attached as Exhibit D is a specimen stock certificate for the Company’s Common Stock.

          6. All comments received by the Company or its representatives, accountants or counsel from the Securities and Exchange Commission relating to the Registration Statement (whether oral or written) have been communicated to counsel for JonesTrading.

          7. Except for any such records that are labeled or have otherwise been reasonably identified as drafts, the corporate records of the Company that have been made available to counsel for JonesTrading are true and complete copies thereof, and have not been modified or revoked, are in full force and effect.

[Signature Page Follows]

     IN WITNESS WHEREOF, I have executed this Certificate as of the ___ day of                      , 200_.

     The undersigned, being the Vice President and Chief Financial Officer of the Company, does hereby certify that                      is and has been at all times since                      ___, 200_, a duly elected and acting Secretary of the Company and the above signature of such officer is her true and correct signature.

Exhibit 7(o)

CALAMOS ADVISORS LLC

SECRETARY’S CERTIFICATE

                     ___, 200_

     The undersigned DOES HEREBY CERTIFY that he is the duly elected, qualified and acting authorized Secretary of Calamos Advisors LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Company”), and as such is authorized to execute this Secretary’s Certificate in connection with that certain Second Amended and Restated Sales Agreement among the Adviser, Calamos Convertible and High Income Fund (the “Fund”) and JonesTrading Institutional Services LLC, dated                      ___, 200___(the “Sales Agreement”). The term “Transaction Agreements” whenever it is used in this letter means the Sales Agreement, the Advisory Agreement and the Accounting Agreement. Capitalized terms used and not otherwise defined herein shall have the respective meanings as defined in the Sales Agreement. The undersigned FURTHER CERTIFIES that:

	1.		Attached hereto as Exhibit A is a true, correct and complete copy of the Limited Liability Company Agreement, as amended, as in full force and effect as of the date hereof.
	2.		Attached hereto as Exhibit B is a true, correct and complete copy of the Advisory Agreement between the Company and the Fund, as amended, as in full force and effect on the date hereof.
	3.		Attached hereto as Exhibit C is a true, correct and complete copy of the Accounting Agreement, as amended, as in full force and effect on the date hereof.
	4.		The representations and warranties of the Company set forth in the Transaction Agreements are true and correct as of the date hereof.
	5.		The persons listed below are duly elected, qualified and acting authorized officers of the Company holding the respective offices set forth opposite their names below and the signature of each such person set forth opposite his or her name below is his or her genuine signature.

[Signature Page Follows]

     IN WITNESS WHEREOF, the undersigned has caused this Secretary’s Certificate to be duly executed as of the date first written above.

     The undersigned hereby certifies that James Boyne is the duly appointed Secretary of the Company and that the signature appearing above is James Boyne’s genuine signature.

     IN WITNESS WHEREOF, I have hereunto set my hand as of this ___th day of                      .

Exhibit j1

Execution Copy

Master Custodian Agreement

     This Agreement is made as of September 11, 2009 by and among each management investment company identified on Appendix A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 19.5 below, shall hereinafter be referred to as a “ Fund ”), and State Street Bank and Trust Company , a Massachusetts trust company (the “ Custodian ”).

W itnesseth:

      Whereas , each Fund may or may not be authorized to issue shares of common stock or shares of beneficial interest in separate series (“ Shares ”), with each such series representing interests in a separate portfolio of securities and other assets;

      Whereas , each Fund so authorized intends that this Agreement be applicable to each of its series set forth on Appendix A hereto (such series together with all other series subsequently established by the Fund and made subject to this Agreement in accordance with Section 19.6 below, shall hereinafter be referred to as the “ Portfolio(s) ”);

      Whereas , each Fund not so authorized intends that this Agreement be applicable to it and all references hereinafter to one or more “Portfolio(s)” shall be deemed to refer to such Fund(s); and

      Now, Therefore , in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:

Section 1. Employment of Custodian and Property to be Held by It .

Each Fund hereby employs the Custodian as a custodian of assets of the Portfolios, including securities which the Fund, on behalf of the applicable Portfolio, desires to be held in places within the United States (“ domestic securities ”) and securities it desires to be held outside the United States (“ foreign securities ”). Each Fund, on behalf of its Portfolio(s), agrees to deliver to the Custodian all securities and cash of the Portfolios, and all payments of income, payments of principal or capital distributions received by it with respect to all securities owned by the Portfolio(s) from time to time, and the cash consideration received by it for such Shares as may be issued or sold from time to time. The Custodian shall not be responsible for any property of a Portfolio which is not received by it or which is delivered out in accordance with Proper Instructions (as such term is defined in Section 8 hereof) including, without limitation, Portfolio property (i) held by brokers, private bankers or other entities on behalf of the Portfolio (each a “ Local Agent ”), (ii) held by Special Sub-Custodians (as such term is defined in Section 6 hereof), (iii) held by entities which have advanced monies to or on behalf of the Portfolio and which have received Portfolio property as security for such advance(s) (each a “ Pledgee ”), or (iv) delivered or otherwise removed from the custody of the Custodian (a) in connection with any Free Trade (as such term is defined in Sections 2.2(14) and 2.6(7) hereof) or (b) pursuant to Special Instructions (as such term is defined in Section 8 hereof). With respect to uncertificated shares (the “ Underlying Shares ”) of registered “investment companies” (as defined in Section 3(a)(1) of the Investment Company Act of 1940, as amended from time to time (the “ 1940 Act ”)), whether in the same “group of investment companies” (as defined in Section 12(d)(1)(G)(ii) of the 1940 Act) or otherwise, including pursuant to Section 12(d)(1)(F) of the 1940 Act (hereinafter sometimes referred to as the “ Underlying Portfolios ”) the holding of confirmation statements that identify the shares as being recorded in the Custodian’s name on behalf of the Portfolios will be deemed custody for purposes hereof.

Upon receipt of Proper Instructions, the Custodian shall on behalf of the applicable Portfolio(s) from time to time employ one or more sub-custodians located in the United States, but only in accordance with an applicable vote by the Board of Trustees of the Fund (the “ Board ”) on behalf of the applicable Portfolio(s), and provided that the Custodian shall have no more or less responsibility or liability to any Fund on account of any actions or omissions of any sub-custodian so employed than any such sub-custodian has to the Custodian. The Custodian may place and maintain each Fund’s foreign securities with foreign banking institution sub-custodians employed by the Custodian and/or foreign securities depositories, all as designated in Schedules A and B hereto, but only in accordance with the applicable provisions of Sections 3 and 4 hereof.

Section 2.		Duties of the Custodian with Respect to Property of the Portfolios to be Held in the United States .

      Section 2.1 Holding Securities . The Custodian shall hold and physically segregate for the account of each Portfolio all non-cash property, to be held by it in the United States, including all domestic securities owned by such Portfolio other than (a) securities which are maintained pursuant to Section 2.8 in a clearing agency which acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury (each, a “ U.S. Securities System ”) and (b) Underlying Shares owned by each Fund which are maintained pursuant to Section 2.10 hereof in an account with State Street Bank and Trust Company or such other entity which may from time to time act as a transfer agent for the Underlying Portfolios and with respect to which the Custodian is provided with Proper Instructions (the “ Underlying Transfer Agent ”).

      Section 2.2 Delivery of Securities . The Custodian shall release and deliver domestic securities owned by a Portfolio held by the Custodian, in a U.S. Securities System account of the Custodian or in an account at the Underlying Transfer Agent, only upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

1)

Upon sale of such securities for the account of the Portfolio in accordance with customary or established market practices and procedures, including, without limitation, delivery to the purchaser thereof or to a dealer therefor (or an agent of such purchaser or dealer) against expectation of receiving later payment;

2)

Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Portfolio;

3)

In the case of a sale effected through a U.S. Securities System, in accordance with the provisions of Section 2.8 hereof;

4)

To the depository agent in connection with tender or other similar offers for securities of the Portfolio;

5)

To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian;

6)

To the issuer thereof, or its agent, for transfer into the name of the Portfolio or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any

agent appointed pursuant to Section 2.7 or into the name or nominee name of any sub-custodian appointed pursuant to Section 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian;

7)

Upon the sale of such securities for the account of the Portfolio, to the broker or its clearing agent, against a receipt, for examination in accordance with “street delivery” custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodian’s own negligence or willful misconduct;

8)

For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and/or cash, if any, are to be delivered to the Custodian;

9)

In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and/or cash, if any, are to be delivered to the Custodian;

10)

For delivery in connection with any loans of securities made by the Portfolio (a) against receipt of collateral as agreed from time to time by the Fund on behalf of the Portfolio, except that in connection with any loans for which collateral is to be credited to the Custodian’s account in the book-entry system authorized by the U.S. Department of the Treasury, the Custodian will not be held liable or responsible for the delivery of securities owned by the Portfolio prior to the receipt of such collateral or (b) to the lending agent, or the lending agent’s custodian, in accordance with written Proper Instructions (which may not provide for the receipt by the Custodian of collateral therefor) agreed upon from time to time by the Custodian and the Fund;

11)

For delivery as security in connection with any borrowing by a Fund on behalf of a Portfolio requiring a pledge of assets by the Fund on behalf of such Portfolio;

12)

For delivery in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 (the “ Exchange Act ”) and a member of the Financial Industry Regulatory Authority, Inc. (“ FINRA ,” formerly known as The National Association of Securities Dealers, Inc.), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund on behalf of a Portfolio;

13)

For delivery in accordance with the provisions of any agreement among a Fund on behalf of the Portfolio, the Custodian, and a futures commission merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission (the “ CFTC ”) and/or any contract market, or any similar organization

or organizations, regarding account deposits in connection with transactions by the Fund on behalf of a Portfolio;

14)

Upon the sale or other delivery of such investments (including, without limitation, to one or more (a) Special Sub-Custodians or (b) additional custodians appointed by the Fund, and communicated to the Custodian from time to time via a writing duly executed by an authorized officer of the Fund, for the purpose of engaging in repurchase agreement transactions(s), each a “ Repo Custodian ”), and prior to receipt of payment therefor, as set forth in written Proper Instructions (such delivery in advance of payment, along with payment in advance of delivery made in accordance with Section 2.6(7), as applicable, shall each be referred to herein as a “ Free Trade ”), provided that such Proper Instructions shall set forth (a) the securities of the Portfolio to be delivered and (b) the person(s) to whom delivery of such securities shall be made;

15)

Upon receipt of instructions from the Fund or the Fund’s transfer agent (the “ Transfer Agent ”) for delivery to such Transfer Agent or to the holders of Shares in connection with distributions in kind, as may be described from time to time in the currently effective prospectus and statement of additional information of the Fund related to the Portfolio (the “ Prospectus ”), in satisfaction of requests by holders of Shares for repurchase or redemption;

16)

In the case of a sale processed through the Underlying Transfer Agent of Underlying Shares, in accordance with Section 2.10 hereof;

17)

For delivery as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of the Portfolio; and

18)

For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the applicable Portfolio specifying (a) the securities of the Portfolio to be delivered and (b) the person or persons to whom delivery of such securities shall be made.

      Section 2.3 Registration of Securities . Domestic securities held by the Custodian (other than bearer securities) shall be registered in the name of the Portfolio or in the name of any nominee of a Fund on behalf of the Portfolio or of any nominee of the Custodian which nominee shall be assigned exclusively to the Portfolio, unless the Fund has authorized in writing the appointment of a nominee to be used in common with other registered management investment companies having the same investment adviser as the Portfolio, or in the name or nominee name of any agent appointed pursuant to Section 2.7 or in the name or nominee name of any sub-custodian appointed pursuant to Section 1. All securities accepted by the Custodian on behalf of the Portfolio under the terms of this Agreement shall be in “street name” or other good delivery form. If, however, a Fund directs the Custodian to maintain securities in “street name”, the Custodian shall utilize its best efforts only to timely collect income due the Fund on such securities and to notify the Fund on a best efforts basis only of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers.

      Section 2.4 Bank Accounts . The Custodian shall open and maintain a separate bank account or accounts in the United States in the name of each Portfolio of each Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Portfolio, other than cash maintained by the Portfolio in a bank account established and used in accordance with Rule 17f-3 under the 1940 Act. Funds held by the Custodian for a Portfolio may be deposited by it to its credit as Custodian in

the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the 1940 Act and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall on behalf of each applicable Portfolio be approved by vote of a majority of the Board. Such funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity.

      Section 2.5 Collection of Income . Except with respect to Portfolio property released and delivered pursuant to Section 2.2(14) or purchased pursuant to Section 2.6(7), and subject to the provisions of Section 2.3, the Custodian shall collect on a timely basis all income and other payments with respect to registered domestic securities held hereunder to which each Portfolio shall be entitled either by law or pursuant to custom in the securities business, and shall collect on a timely basis all income and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, such securities are held by the Custodian or its agent. Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due and shall collect interest when due on securities held hereunder. The Custodian shall credit income to the Portfolio as such income is received or in accordance with the Custodian’s then current payable date income schedule. Any credit to the Portfolio in advance of receipt may be reversed when the Custodian determines that payment will not occur in due course and the Portfolio may be charged at the Custodian’s applicable rate for time credited. Income due each Portfolio on securities loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the applicable Fund. The Custodian will have no duty or responsibility in connection therewith, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Portfolio is properly entitled.

      Section 2.6 Payment of Fund Monies . The Custodian shall pay out monies of a Portfolio as provided in Section 5 and otherwise upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out monies of a Portfolio in the following cases only:

1)

Upon the purchase of domestic securities, options, futures contracts or options on futures contracts, or other derivative interests or other instruments for the account of the Portfolio but only (a) in accordance with customary or established market practices and procedures, including, without limitation, delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such securities or evidence of title to such options, futures contracts or options on futures contracts, or other derivative interests or other instruments to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the 1940 Act to act as a custodian and has been designated by the Custodian as its agent for this purpose) registered in the name of the Portfolio or in the name of a nominee of the Custodian referred to in Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a U.S. Securities System, in accordance with the conditions set forth in Section 2.8 hereof; (c) in the case of a purchase of Underlying Shares, in accordance with the conditions set forth in Section 2.10 hereof; (d) in the case of repurchase agreements entered into between the applicable Fund on behalf of a Portfolio and the Custodian, or another bank, or a broker-dealer which is a member of FINRA, (i) against delivery of the securities either in certificate form or through an entry crediting the Custodian’s account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase by the Portfolio of securities owned by the Custodian

along with written evidence of the agreement by the Custodian to repurchase such securities from the Portfolio; or (e) for transfer to a time deposit account of the Fund in any bank, whether domestic or foreign; such transfer may be effected prior to receipt of a confirmation from a broker and/or the applicable bank pursuant to Proper Instructions from the Fund as defined herein;

2)

In connection with conversion, exchange or surrender of securities owned by the Portfolio as set forth in Section 2.2 hereof;

3)

For the redemption or repurchase of Shares issued as set forth in Section 7 hereof;

4)

For the payment of any expense or liability incurred by the Portfolio, including but not limited to the following payments for the account of the Portfolio: interest, taxes, management, accounting, transfer agent and legal fees, and operating expenses of the Fund whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses;

5)

For the payment of any dividends on Shares declared pursuant to the Fund’s articles of incorporation or organization and by-laws or agreement or declaration of trust, as applicable, and Prospectus (collectively, “ Governing Documents ”);

6)

For payment of the amount of dividends received in respect of securities sold short;

7)

Upon the purchase of domestic investments including, without limitation, repurchase agreement transactions involving delivery of Portfolio monies to Repo Custodian(s), and prior to receipt of such investments, as set forth in written Proper Instructions (such payment in advance of delivery, along with delivery in advance of payment made in accordance with Section 2.2(14), as applicable, shall each be referred to herein as a “ Free Trade ”), provided that such Proper Instructions shall also set forth (a) the amount of such payment and (b) the person(s) to whom such payment is made;

8)

For payment as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of the Portfolio; and

9)

For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the Portfolio specifying (a) the amount of such payment and (b) the person or persons to whom such payment is to be made.

      Section 2.7 Appointment of Agents . The Custodian may at any time or times in its discretion appoint (and may at any time remove) one or more of its wholly-owned subsidiaries which is a bank or trust company and which is itself qualified under the 1940 Act to act as a custodian, as its agent to carry out such of the provisions of this Section 2 as the Custodian may from time to time direct; provided, however, that the appointment of any agent shall not relieve the Custodian of its responsibilities or liabilities hereunder. The Underlying Transfer Agent shall not be deemed an agent or sub-custodian of the Custodian for purposes of this Section 2.7 or any other provision of this Agreement.

      Section 2.8 Deposit of Fund Assets in U.S. Securities Systems . The Custodian may deposit and/or maintain securities owned by a Portfolio in a U.S. Securities System in compliance with the conditions of Rule 17f-4 under the 1940 Act, as amended from time to time.

      Section 2.9 Segregated Account . The Custodian shall upon receipt of Proper Instructions on behalf of each applicable Portfolio, establish and maintain a segregated account or accounts for and on behalf of each such Portfolio, into which account or accounts may be transferred cash and/or securities of the Portfolio, including securities maintained in an account by the Custodian pursuant to Section 2.8 hereof and collateral delivered by a broker-dealer to a Portfolio, (a) in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Exchange Act and a member of FINRA (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the CFTC or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (b) for purposes of segregating cash or government securities in connection with options purchased, sold or written by the Portfolio or commodity futures contracts or options thereon purchased or sold by the Portfolio, (c) for the purposes of compliance by the Portfolio with the procedures required by Investment Company Act Release No. 10666, or any subsequent release of the U.S. Securities and Exchange Commission (the “ SEC ”), or interpretative opinion of the staff of the SEC, relating to the maintenance of segregated accounts by registered management investment companies, and (d) for any other purpose in accordance with Proper Instructions.

      Section 2.10 Deposit of Fund Assets with the Underlying Transfer Agent . Underlying Shares beneficially owned by the Fund, on behalf of a Portfolio, shall be deposited and/or maintained in an account or accounts maintained with an Underlying Transfer Agent and the Custodian’s only responsibilities with respect thereto shall be limited to the following:

1)

Upon receipt of a confirmation or statement from an Underlying Transfer Agent that such Underlying Transfer Agent is holding or maintaining Underlying Shares in the name of the Custodian (or a nominee of the Custodian) for the benefit of a Portfolio, the Custodian shall identify by book-entry that such Underlying Shares are being held by it as custodian for the benefit of such Portfolio.

2)

In respect of the purchase of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall pay out monies of such Portfolio as so directed, and record such payment from the account of such Portfolio on the Custodian’s books and records.

3)

In respect of the sale or redemption of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall transfer such Underlying Shares as so directed, record such transfer from the account of such Portfolio on the Custodian’s books and records and, upon the Custodian’s receipt of the proceeds therefor, record such payment for the account of such Portfolio on the Custodian’s books and records.

The Custodian shall not be liable to the Fund for any loss or damage to the Fund or any Portfolio resulting from the maintenance of Underlying Shares with an Underlying Transfer Agent except for losses resulting directly from the fraud, negligence or willful misconduct of the Custodian or any of its agents or of any of its or their employees.

      Section 2.11 Ownership Certificates for Tax Purposes . The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt

of income or other payments with respect to domestic securities of each Portfolio held by it and in connection with transfers of securities.

      Section 2.12 Proxies . Except with respect to Portfolio property released and delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.6(7), the Custodian shall, with respect to the domestic securities held hereunder, cause to be promptly executed by the registered holder of such securities, if the securities are registered otherwise than in the name of the Portfolio or a nominee of the Portfolio, all proxies, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Fund (or its agent) such proxies, all proxy soliciting materials and all notices relating to such securities.

      Section 2.13 Communications Relating to Portfolio Securities . Except with respect to Portfolio property released and delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.6(7), and subject to the provisions of Section 2.3, the Custodian shall transmit promptly to the applicable Fund for each Portfolio all written information (including, without limitation, pendency of calls and maturities of domestic securities and expirations of rights in connection therewith and notices of exercise of call and put options written by the Fund on behalf of the Portfolio and the maturity of futures contracts purchased or sold by the Fund on behalf of the Portfolio) received by the Custodian from issuers of the securities being held for the Portfolio. With respect to tender or exchange offers, the Custodian shall transmit promptly to the applicable Fund all written information received by the Custodian from issuers of the securities whose tender or exchange is sought and from the party (or its agents) making the tender or exchange offer. The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with domestic securities or other property of the Portfolios at any time held by it unless (i) the Custodian is in actual possession of such domestic securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur prior to the deadline established by the Custodian in its reasonable discretion as will give the Custodian sufficient time to take such action. The Custodian shall also transmit promptly to the applicable Fund for each Portfolio all written information received by the Custodian regarding any class action or other litigation in connection with Portfolio securities or other assets issued in the United States and then held, or previously held, during the term of this Agreement by the Custodian for the account of the Fund for such Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. For avoidance of doubt, upon and after the effective date of any termination of this Agreement, with respect to a Fund or its Portfolio(s), as may be applicable, the Custodian shall have no responsibility to so transmit any information under this Section 2.13.

Section 3. Provisions Relating to Rules 17f-5 and 17f-7 .

      Section 3.1. Definitions . As used throughout this Agreement, the capitalized terms set forth below shall have the indicated meanings:

“ Country Risk ” means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country’s political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country), prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.

“ Eligible Foreign Custodian ” has the meaning set forth in section (a)(1) of Rule 17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate action of the SEC), or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 1940 Act) meeting the requirements

of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.

“ Eligible Securities Depository ” has the meaning set forth in section (b)(1) of Rule 17f-7.

“ Foreign Assets ” means any of the Portfolios’ investments (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect the Portfolios’ transactions in such investments.

“ Foreign Custody Manager ” has the meaning set forth in section (a)(3) of Rule 17f-5.

“ Rule 17f-5 ” means Rule 17f-5 promulgated under the 1940 Act.

“ Rule 17f-7 ” means Rule 17f-7 promulgated under the 1940 Act.

      Section 3.2. The Custodian as Foreign Custody Manager .

           3.2.1 Delegation to the Custodian as Foreign Custody Manager . Each Fund, by resolution adopted by its Board, hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 3.2 with respect to Foreign Assets of the Portfolios held outside the United States, and the Custodian hereby accepts such delegation as Foreign Custody Manager with respect to the Portfolios.

           3.2.2 Countries Covered . The Foreign Custody Manager shall be responsible for performing the delegated responsibilities defined below only with respect to the countries and custody arrangements for each such country listed on Schedule A to this Agreement, which list of countries may be amended from time to time by any Fund with the agreement of the Foreign Custody Manager. The Foreign Custody Manager shall list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Portfolios, which list of Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Foreign Custody Manager. The Foreign Custody Manager will provide amended versions of Schedule A in accordance with Section 3.2.5 hereof.

Upon the receipt by the Foreign Custody Manager of Proper Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A (as updated in the manner set forth in the preceding paragraph), and the fulfillment by each Fund, on behalf of the applicable Portfolio(s), of the applicable account opening requirements for such country, the Foreign Custody Manager shall be deemed to have been delegated by such Fund’s Board on behalf of such Portfolio(s) responsibility as Foreign Custody Manager with respect to that country and to have accepted such delegation. Execution of this Agreement by each Fund shall be deemed to be a Proper Instruction to open an account, or to place or maintain Foreign Assets, in each country listed on Schedule A. Following the receipt of Proper Instructions directing the Foreign Custody Manager to close the account of a Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by the Board on behalf of such Portfolio to the Custodian as Foreign Custody Manager for that country shall be deemed to have been withdrawn and the Custodian shall immediately cease to be the Foreign Custody Manager with respect to such Portfolio with respect to that country.

The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to the Fund. Forty-five (45) days (or such shorter or longer period to which the parties may agree in writing) after receipt of any such notice by the Fund, the Custodian shall have

no further responsibility in its capacity as Foreign Custody Manager to the Fund with respect to the country as to which the Custodian’s acceptance of delegation is withdrawn.

           3.2.3 Scope of Delegated Responsibilities :

     (a)  Selection of Eligible Foreign Custodians . Subject to the provisions of this Section 3.2, the Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1).

     (b)  Contracts With Eligible Foreign Custodians . The Foreign Custody Manager shall determine that the contract governing the foreign custody arrangements with each Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).

     (c)  Monitoring . In each case in which the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian. In the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate, the Foreign Custody Manager shall notify the Board in accordance with Section 3.2.5 hereunder.

           3.2.4 Guidelines for the Exercise of Delegated Authority . For purposes of this Section 3.2, the Board, or at the Board’s delegation, a Fund’s investment adviser, shall be deemed to have considered and determined to accept, on behalf of the Fund, such Country Risk as is incurred by placing and maintaining the Foreign Assets in each country for which the Custodian is serving as Foreign Custody Manager of the Portfolios.

           3.2.5 Reporting Requirements . The Foreign Custody Manager shall report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the Board an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred. The Foreign Custody Manager shall make written reports notifying the Board of any other material change in the foreign custody arrangements of the Portfolios described in this Section 3.2 after the occurrence of the material change.

          3.2.6 Standard of Care as Foreign Custody Manager of a Portfolio . In performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise.

           3.2.7 Representations with Respect to Rule 17f-5 . The Foreign Custody Manager represents to each Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its Board has determined that it is reasonable for such Board to rely on the Custodian to

perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.

           3.2.8 Effective Date and Termination of the Custodian as Foreign Custody Manager . Each Board’s delegation to the Custodian as Foreign Custody Manager of the Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective forty-five (45) days after receipt by the non-terminating party of such notice. The provisions of Section 3.2.2 hereof shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to designated countries.

      Section 3.3 Eligible Securities Depositories .

          3.3.1 Analysis and Monitoring . The Custodian shall (a) provide the Fund (or its duly-authorized investment manager or investment adviser) with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B hereto in accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a continuing basis, and promptly notify the Fund (or its duly-authorized investment manager or investment adviser) of any material change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7.

           3.3.2 Standard of Care . The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in Section 3.3.1.

Section 4. Duties of the Custodian with Respect to Property of the Portfolios to be Held Outside the United States .

      Section 4.1 Definitions . As used throughout this Agreement, the capitalized terms set forth below shall have the indicated meanings:

“ Foreign Securities System ” means an Eligible Securities Depository listed on Schedule B hereto.

“ Foreign Sub-Custodian ” means a foreign banking institution serving as an Eligible Foreign Custodian.

      Section 4.2. Holding Securities . The Custodian shall identify on its books as belonging to the Portfolios the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

      Section 4.3. Foreign Securities Systems . Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.

      Section 4.4. Transactions in Foreign Custody Account .

                4.4.1. Delivery of Foreign Assets . The Custodian or a Foreign Sub-Custodian shall release and deliver foreign securities of the Portfolios held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

(i)

Upon the sale of such foreign securities for the Portfolio in accordance with commercially reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System;

(ii)

In connection with any repurchase agreement related to foreign securities;

(iii)

To the depository agent in connection with tender or other similar offers for foreign securities of the Portfolios;

(iv)

To the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable;

(v)

To the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;

(vi)

To brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case, the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such foreign securities prior to receiving payment for such foreign securities except as may arise from the Foreign Sub-Custodian’s own negligence or willful misconduct;

(vii)

For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement;

(viii)

In the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities;

(ix)

For delivery as security in connection with any borrowing by a Fund on behalf of a Portfolio requiring a pledge of assets by the Fund on behalf of such Portfolio;

(x)

In connection with trading in options and futures contracts, including delivery as original margin and variation margin;

(xi)

Upon the sale or other delivery of such foreign securities (including, without limitation, to one or more Special Sub-Custodians or Repo Custodians) as a Free Trade, provided that

applicable Proper Instructions shall set forth (A) the foreign securities to be delivered and (B) the person or persons to whom delivery shall be made;

(xi)

For delivery in connection with any loans of foreign securities made by the Portfolio to the lending agent, or the lending agent’s custodian, in accordance with written Proper Instructions (which may not provide for the receipt by the Custodian of collateral therefor) agreed upon from time to time by the Custodian and the Fund;

(xiii)

For any other purpose, but only upon receipt of Proper Instructions specifying (A) the foreign securities to be delivered and (B) the person or persons to whom delivery of such securities shall be made.

                4.4.2. Payment of Portfolio Monies . Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Portfolio in the following cases only:

(i)

Upon the purchase of foreign securities, options, futures contracts or options on futures contracts, or other derivative interests or instruments for the account of the Portfolio, unless otherwise directed by Proper Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System;

(ii)

In connection with the conversion, exchange or surrender of foreign securities of the Portfolio;

(iii)

For the payment of any expense or liability of the Portfolio, including but not limited to the following payments: interest, taxes, investment advisory fees, transfer agency fees, fees under this Agreement, legal fees, accounting fees, and other operating expenses;

(iv)

For the purchase or sale of foreign exchange or foreign exchange contracts for the Portfolio, including transactions executed with or through the Custodian or its Foreign Sub-Custodians;

(v)

In connection with trading in options and futures contracts, including delivery as original margin and variation margin;

(vi)

Upon the purchase of foreign investments including, without limitation, repurchase agreement transactions involving delivery of Portfolio monies to Repo Custodian(s), as a Free Trade, provided that applicable Proper Instructions shall set forth (A) the amount of such payment and (B) the person or persons to whom payment shall be made;

(vii)

For payment of part or all of the dividends received in respect of securities sold short;

(viii)

In connection with the borrowing or lending of foreign securities; and

(ix)

For any other purpose, but only upon receipt of Proper Instructions specifying (A) the amount of such payment and (B) the person or persons to whom such payment is to be made.

           4.4.3. Market Conditions . Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer.

The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with substantively less information than had been previously provided hereunder.

      Section 4.5. Registration of Foreign Securities . The foreign securities maintained in the custody of a Foreign Sub-Custodian (other than bearer securities) shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing, and the applicable Fund on behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms of this Agreement unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice.

      Section 4.6 Bank Accounts . The Custodian shall identify on its books as belonging to the applicable Fund cash (including cash denominated in foreign currencies) deposited with the Custodian. Where the Custodian is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of the Custodian, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of a Portfolio with a Foreign Sub-Custodian. All accounts referred to in this Section shall be subject only to draft or order by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Portfolio. Cash maintained on the books of the Custodian (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject to the laws of, The Commonwealth of Massachusetts.

      Section 4.7. Collection of Income . The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which the Portfolios shall be entitled. In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses, if any, of the Custodian relating to such measures. The Custodian shall credit income to the applicable Portfolio as such income is received or in accordance with Custodian’s then current payable date income schedule. Any credit to the Portfolio in advance of receipt may be reversed when the Custodian determines that payment will not occur in due course and the Portfolio may be charged at the Custodian’s applicable rate for time credited. Income on securities loaned other than from the Custodian’s securities lending program shall be credited as received.

      Section 4.8 Shareholder Rights . With respect to the foreign securities held pursuant to this Section 4, the Custodian shall use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the

country where such securities are issued, which facilitation efforts may include endeavoring to deliver to the Fund all proxy solicitation materials and notices relating thereto. Each Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of such Fund to exercise shareholder rights.

      Section 4.9. Communications Relating to Foreign Securities . The Custodian shall transmit promptly to the applicable Fund written information with respect to materials received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith). With respect to tender or exchange offers, the Custodian shall transmit promptly to the applicable Fund written information with respect to materials so received by the Custodian from issuers of the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer. The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities or other property of the Portfolios at any time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian is in actual possession of such foreign securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur prior to such deadline established by the Custodian in its reasonable discretion as will give the Custodian (including any Foreign Sub-Custodian) sufficient time to take such action. The Custodian shall also transmit promptly to the applicable Fund all written information received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios regarding any class action or other litigation in connection with Portfolio foreign securities or other assets issued outside the United States and then held, or previously held, during the term of this Agreement by the Custodian via a Foreign Sub-Custodian for the account of the Fund for such Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. For avoidance of doubt, upon and after the effective date of any termination of this Agreement, with respect to a Fund or its Portfolio(s), as may be applicable, the Custodian shall have no responsibility to so transmit any information under this Section 4.9.

      Section 4.10. Liability of Foreign Sub-Custodians . Each agreement pursuant to which the Custodian employs a Foreign Sub-Custodian shall require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties, and to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian’s performance of such obligations. At a Fund’s election, the Portfolios shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Portfolios have not been made whole for any such loss, damage, cost, expense, liability or claim.

      Section 4.11 Tax Law . The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on any Fund, the Portfolios or the Custodian as custodian of the Portfolios by the tax law of the United States or of any state or political subdivision thereof. It shall be the responsibility of each Fund to notify the Custodian of the obligations imposed on such Fund with respect to the Portfolios or the Custodian as custodian of the Portfolios by the tax law of countries other than those mentioned in the above sentence, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. The sole responsibilities of the Custodian with regard to such tax law shall be to use reasonable efforts to effect the withholding of local taxes and related charges with regard to market entitlements/payments in accordance with local law and subject to local market practice or custom, and to assist the Fund with respect to any claim for exemption or refund under the tax law of countries for which such Fund has provided such information. Except as specifically provided in this Agreement or otherwise agreed to in writing by the Custodian, the Custodian shall have no independent

obligation to determine the tax obligations now or hereafter imposed on any of the Funds by any taxing authority or to obtain or provide information relating thereto, and shall have no obligation or liability with respect to such tax obligations, it being specifically understood and agreed that the Custodian shall not thereby or otherwise be considered any Fund’s tax advisor or tax counsel.

      Section 4.12. Liability of Custodian . The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth with respect to sub-custodians generally in this Agreement and, regardless of whether assets are maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism.

Section 5. Contractual Settlement Services (Purchase / Sales) .

      Section 5.1 The Custodian shall, in accordance with the terms set out in this section, debit or credit the appropriate cash account of each Portfolio in connection with (i) the purchase of securities for such Portfolio, and (ii) proceeds of the sale of securities held on behalf of such Portfolio, on a contractual settlement basis.

      Section 5.2 The services described above (the “ Contractual Settlement Services ”) shall be provided for such instruments and in such markets as the Custodian may advise from time to time. The Custodian may terminate or suspend any part of the provision of the Contractual Settlement Services under this Agreement at its sole discretion immediately upon notice to the applicable Fund on behalf of each Portfolio, including, without limitation, in the event of force majeure events affecting settlement, any disorder in markets, or other changed external business circumstances affecting the markets or the Fund.

      Section 5.3 The consideration payable in connection with a purchase transaction shall be debited from the appropriate cash account of the Portfolio as of the time and date that monies would ordinarily be required to settle such transaction in the applicable market. The Custodian shall promptly recredit such amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that such transaction has been canceled.

      Section 5.4 With respect to the settlement of a sale of securities, a provisional credit of an amount equal to the net sale price for the transaction (the “ Settlement Amount ”) shall be made to the account of the Portfolio as if the Settlement Amount had been received as of the close of business on the date that monies would ordinarily be available in good funds in the applicable market. Such provisional credit will be made conditional upon the Custodian having received Proper Instructions with respect to, or reasonable notice of, the transaction, as applicable; and the Custodian or its agents having possession of the asset(s) (which shall exclude assets subject to any third party lending arrangement entered into by a Portfolio) associated with the transaction in good deliverable form and not being aware of any facts which would lead them to believe that the transaction will not settle in the time period ordinarily applicable to such transactions in the applicable market.

      Section 5.5. Simultaneously with the making of such provisional credit, the Portfolio agrees that the Custodian shall have, and hereby grants to the Custodian, a security interest in any property at any time held for the account of the Portfolio to the full extent of the credited amount, and each Portfolio hereby pledges, assigns and grants to the Custodian a continuing security interest and a lien on any and all such property under the Custodian’s possession, in accordance with the terms of this Agreement. In the event that the applicable Portfolio fails to promptly repay any provisional credit, the Custodian shall have all of the rights and remedies of a secured party under the Uniform Commercial Code of The Commonwealth of Massachusetts.

      Section 5.6 The Custodian shall have the right to reverse any provisional credit or debit given in connection with the Contractual Settlement Services at any time when the Custodian believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant thereto, will not be collectable or where the Custodian has not been provided Proper Instructions with respect thereto, as applicable, and the Portfolio shall be responsible for any costs or liabilities resulting from such reversal. Upon such reversal, a sum equal to the credited or debited amount shall become immediately payable by the Portfolio to the Custodian and may be debited from any cash account held for benefit of the Portfolio.

      Section 5.7 In the event that the Custodian is unable to debit an account of the Portfolio, and the Portfolio fails to pay any amount due to the Custodian at the time such amount becomes payable in accordance with this Agreement, (i) with notice to the Fund, the Custodian may charge the Portfolio for costs and expenses associated with providing the provisional credit, including without limitation the cost of funds associated therewith, (ii) the amount of any accrued dividends, interest and other distributions with respect to assets associated with such transaction may be set off against the credited amount, (iii) the provisional credit and any such costs and expenses shall be considered an advance of cash for purposes of the Agreement and (iv) the Custodian shall have the right to setoff against any property and to sell, exchange, convey, transfer or otherwise dispose of any property at any time held for the account of the Portfolio to the full extent necessary for the Custodian to make itself whole.

Section 6. Special Sub-Custodians .

Upon receipt of Special Instructions (as such term is defined in Section 8 hereof), the Custodian shall, on behalf of one or more Portfolios, appoint one or more banks, trust companies or other entities designated in such Special Instructions to act as a sub-custodian for the purposes of effecting such transaction(s) as may be designated by a Fund in Special Instructions. Each such designated sub-custodian is referred to herein as a “ Special Sub-Custodian .” Each such duly appointed Special Sub-Custodian shall be listed on Schedule D hereto, as it may be amended from time to time by a Fund, with the acknowledgment of the Custodian. In connection with the appointment of any Special Sub-Custodian, and in accordance with Special Instructions, the Custodian shall enter into a sub-custodian agreement with the Fund and the Special Sub-Custodian in form and substance approved by such Fund, provided that such agreement shall in all events comply with the provisions of the 1940 Act and the rules and regulations thereunder and the terms and provisions of this Agreement.

Section 7 . Payments for Sales or Repurchases or Redemptions of Shares .

The Custodian shall receive from the distributor of the Shares or from the Transfer Agent and deposit into the account of the appropriate Portfolio such payments as are received for Shares thereof issued or sold from time to time by the applicable Fund. The Custodian will provide timely notification to such Fund on behalf of each such Portfolio and the Transfer Agent of any receipt by it of payments for Shares of such Portfolio.

From such funds as may be available for the purpose, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares who have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares, the Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection with the redemption or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian by a holder of

Shares, which checks have been furnished by a Fund to the holder of Shares, when presented to the Custodian in accordance with such procedures and controls as are mutually agreed upon from time to time between such Fund and the Custodian.

Section 8 . Proper Instructions and Special Instructions .

“ Proper Instructions ,” which may also be standing instructions, as such term is used throughout this Agreement shall mean instructions received by the Custodian from a Fund, a Fund’s duly authorized investment manager or investment adviser, or a person or entity duly authorized by either of them. Such instructions may be in writing signed by the authorized person or persons or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed from time to time by the Custodian and the person(s) or entity giving such instruction, provided that the Fund has followed any security procedures agreed to from time to time by the applicable Fund and the Custodian including, but not limited to, the security procedures selected by the Fund via the form of Funds Transfer Addendum hereto, the terms of which are hereby agreed to. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to provide such instructions with respect to the transaction involved; the Fund shall cause all oral instructions to be confirmed in writing. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any multi-party agreement which requires a segregated asset account in accordance with Section 2.9 hereof.

“ Special Instructions ,” as such term is used throughout this Agreement, means Proper Instructions countersigned or confirmed in writing by the Treasurer or any Assistant Treasurer of the applicable Fund or any other person designated in writing by the Treasurer of such Fund, which countersignature or confirmation shall be (a) included on the same instrument containing the Proper Instructions or on a separate instrument clearly relating thereto and (b) delivered by hand, by facsimile transmission, or in such other manner as the Fund and the Custodian agree in writing.

Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, each Fund shall deliver to the Custodian, duly certified by such Fund’s Treasurer or Assistant Treasurer, a certificate setting forth: (i) the names, titles, signatures and scope of authority of all persons authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund and (ii) the names, titles and signatures of those persons authorized to give Special Instructions. Such certificate may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Custodian of a similar certificate to the contrary.

Section 9. Evidence of Authority .

The Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper believed by it to be genuine and to have been properly executed by or on behalf of the applicable Fund. The Custodian may receive and accept a copy of a resolution certified by the Secretary or an Assistant Secretary of any Fund as conclusive evidence (a) of the authority of any person to act in accordance with such resolution or (b) of any determination or of any action by the applicable Board as described in such resolution, and such resolution may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary.

Section 10 . Actions Permitted without Express Authority .

The Custodian may in its discretion, without express authority from the applicable Fund on behalf of each applicable Portfolio:

1)

Make payments to itself or others for minor expenses of handling securities or other similar items relating to its duties under this Agreement; provided that all such payments shall be accounted for to the Fund on behalf of the Portfolio;

2)

Surrender securities in temporary form for securities in definitive form;

3)

Endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and

4)

In general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Portfolio except as otherwise directed by the applicable Board.

Section 11. Reserved .

Section 12. Records .

The Custodian shall with respect to each Portfolio create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of each Fund under the 1940 Act, with particular attention to section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of such Fund and employees and agents of the SEC. The Custodian shall, at a Fund’s request, supply the Fund with a tabulation of securities owned by each Portfolio and held by the Custodian and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations. Each Fund acknowledges that, in creating and maintaining the records as set forth herein with respect to Portfolio property released and delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.6(7) hereof, the Custodian is authorized and instructed to rely upon information provided to it by the Fund, the Fund’s counterparty(ies), or the agents of either of them.

Section 13. Opinion of Fund’s Independent Accountant .

The Custodian shall take all reasonable action, as a Fund with respect to a Portfolio may from time to time request, to obtain from year to year favorable opinions from the Fund’s independent accountants with respect to its activities hereunder in connection with the preparation of the Fund’s Form N-1A or Form N-2, as applicable, and Form N-SAR or other annual reports to the SEC and with respect to any other requirements thereof.

Section 14. Reports to Fund by Independent Public Accountants .

The Custodian shall provide the applicable Fund, on behalf of each of the Portfolios at such times as such Fund may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in a U.S. Securities System or a Foreign Securities System (either, a “ Securities System ”), relating to the services provided by the Custodian under this Agreement; such reports, shall be of sufficient scope and in sufficient detail, as may reasonably be required by the Fund to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state.

Section 15. Compensation of Custodian .

The Custodian shall be entitled to reasonable compensation for its services and expenses as Custodian, as agreed upon in writing from time to time between each Fund on behalf of each applicable Portfolio and the Custodian.

Section 16. Responsibility of Custodian .

So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by and shall be without liability to any Fund for any action taken or omitted by it in good faith without negligence, including, without limitation, acting in accordance with any Proper Instruction. It shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be without liability to any Fund or Portfolio for any loss, liability, claim or expense resulting from or caused by anything that is part of Country Risk (as defined in Section 3 hereof), including without limitation nationalization, expropriation, currency restrictions, insolvency of a Foreign Sub-custodian, acts of war, revolution, riots or terrorism.

Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to any Fund for any loss, liability, claim or expense resulting from or caused by; (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts; (ii) errors by any Fund or its duly authorized investment manager or investment adviser in their instructions to the Custodian provided such instructions have been in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any act or omission of a Special Sub-Custodian including, without limitation, reliance on reports prepared by a Special Sub-Custodian; (v) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub-custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (vi) any delay or failure of any company, corporation, or other body in charge of registering or transferring securities in the name of the Custodian, any Fund, the Custodian’s sub-

custodians, nominees or agents or any consequential losses arising out of such delay or failure to transfer such securities including non-receipt of bonus, dividends and rights and other accretions or benefits; (vii) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (viii) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction. The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth with respect to sub-custodians generally in this Agreement.

If a Fund on behalf of a Portfolio requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable for the payment of money or incurring liability of some other form, such Fund on behalf of the Portfolio, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.

If a Fund requires the Custodian, its affiliates, subsidiaries or agents, to advance cash or securities for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement), or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee’s own negligent action, negligent failure to act or willful misconduct, or if a Fund fails to compensate the Custodian pursuant to Section 15 hereof, any property at any time held for the account of the applicable Portfolio shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Portfolio’s assets to the extent necessary to obtain reimbursement.

Except as may arise from the Custodian’s own negligence or willful misconduct, each Fund shall indemnify and hold the Custodian harmless from and against any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against the Custodian (a) acting in accordance with any Proper Instruction or Special Instruction including, without limitation, any Proper Instruction with respect to Free Trades including, but not limited to, cost, expense, loss, damage, liability, tax, charge, assessment or claim resulting from (i) the failure of the applicable Fund to receive income with respect to purchased investments, (ii) the failure of the applicable Fund to recover amounts invested on maturity of purchased investments, (iii) the failure of the Custodian to respond to or be aware of notices or other corporate communications with respect to purchased investments, or (iv) the Custodian’s reliance upon information provided by the applicable Fund, such Fund’s counterparty(ies) or the agents of either of them with respect to Fund property released, delivered or purchased pursuant to either of Section 2.2(14) or Section 2.6(7) hereof; (b) for the acts or omissions of any Special Sub-Custodian; or (c) for the acts or omissions of any Local Agent or Pledgee.

In the event of equipment failure, work stoppage, governmental action, communication disruption or other impossibility of performance beyond the Custodian’s control, the Custodian shall take reasonable steps to minimize service interruptions. The Custodian shall enter into and shall maintain in effect, at all times during the term of this Agreement, with appropriate parties one or more agreements making reasonable provision for (i) periodic back-up of the computer files and data with respect to the Funds; and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. Upon reasonable request, the Custodian shall discuss with senior management of the Funds such disaster recovery plan and/or provide a high-level presentation summarizing such plan.

In no event shall the Custodian be liable for indirect, special or consequential damages.

Section 17. Effective Period, Termination and Amendment .

This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 (the “ Initial Term ”), and thereafter shall automatically continue in full force and effect unless either party terminates this Agreement by written notice to the other party at least 120 days prior to the date of termination. During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements.

During the Initial Term, in the event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement.

Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reason.

This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Section 18. Successor Custodian .

If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System or at the Underlying Transfer Agent. Custodian shall also provide to the successor custodian a Fund’s records (as described in Section 12 of this Agreement) as reasonably requested by the Fund.

If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution.

In the event that no Proper Instructions designating a successor custodian or alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement.

In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of any Fund to provide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Section 19. General .

      Section 19.1 Massachusetts Law to Apply . This Agreement shall be construed and the provisions thereof interpreted under and in accordance with laws of The Commonwealth of Massachusetts.

      Section 19.2 Prior Agreements . This Agreement supersedes and terminates, as of the date hereof, all prior agreements between each Fund on behalf of each of the Portfolios and the Custodian relating to the custody of such Fund’s assets.

      Section 19.3 Assignment . This Agreement may not be assigned by (a) any Fund without the written consent of the Custodian or (b) by the Custodian without the written consent of each applicable Fund.

      Section 19.4 Interpretive and Additional Provisions. In connection with the operation of this Agreement, the Custodian and each Fund on behalf of each of the Portfolios, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by all parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of a Fund’s Governing Documents. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement.

      Section 19.5 Additional Funds . In the event that any management investment company in addition to those listed on Appendix A hereto desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such management investment company shall become a Fund hereunder and be bound by all terms and conditions and provisions hereof including, without limitation, the representations and warranties set forth in Section 19.7 below.

      Section 19.6 Additional Portfolios . In the event that any Fund establishes one or more series of Shares in addition to those set forth on Appendix A hereto with respect to which it desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and

if the Custodian agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder.

      Section 19.7 The Parties; Representations and Warranties . All references herein to the “Fund” are to each of the management investment companies listed on Appendix A hereto, and each management investment company made subject to this Agreement in accordance with Section 19.5 above, individually, as if this Agreement were between such individual Fund and the Custodian. In the case of a series corporation, trust or other entity, all references herein to the “Portfolio” are to the individual series or portfolio of such corporation, trust or other entity, or to such corporation, trust or other entity on behalf of the individual series or portfolio, as appropriate. Any reference in this Agreement to “the parties” shall mean the Custodian and such other individual Fund as to which the matter pertains.

Each Fund hereby represents and warrants that (a) it is duly incorporated or organized and is validly existing in good standing in its jurisdiction of incorporation or organization; (b) it has the requisite power and authority under applicable law and its Governing Documents to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) this Agreement constitutes its legal, valid, binding and enforceable agreement; and (e) its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it.

     The Custodian hereby represents and warrants that (a) it is duly organized and validly existing in its jurisdiction of organization; (b) it has the requisite power and authority under applicable law to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) this Agreement constitutes its legal, valid, binding and enforceable agreement; and (e) its execution of this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Custodian or any law or regulation applicable to it.

Such notice, instruction or other instrument shall be deemed to have been served in the case of a registered letter at the expiration of five business days after posting, in the case of cable twenty-four hours after dispatch and, in the case of telex, immediately on dispatch and if delivered outside normal business hours it shall be deemed to have been received at the next time after delivery when normal business hours commence and in the case of cable, telex or telecopy on the business day after the receipt thereof. Evidence that the notice was properly addressed, stamped and put into the post shall be conclusive evidence of posting.

      Section 19.10 Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same Agreement.

      Section 19.11 Severability . If any provision or provisions of this Agreement shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

      Section 19.12 Confidentiality . The parties hereto agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations. All confidential information provided by a party hereto shall be used by any other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. In addition, during the term of this Agreement, the Custodian will maintain policies reasonably designed to prohibit the Custodian and its employees from engaging in securities transactions based on knowledge of the Fund’s portfolio holdings. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, or that is independently derived by any party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (ii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iii) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. Notwithstanding anything herein to the contrary, the Custodian and its affiliates may report and use nonpublic portfolio holdings information of its clients, including a Fund or Portfolio, on an aggregated basis with all or substantially all other client information and without specific reference to any Fund or Portfolio. The undertakings and obligations contained in this Section 19.12 shall survive the termination or expiration of this Agreement for a period of three (3) years.

      Section 19.13 Reproduction of Documents . This Agreement and all schedules, addenda, exhibits, appendices, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction

was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

      Section 19.14 Shareholder Communications Election . SEC Rule 14b-2 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs each Fund to indicate whether it authorizes the Custodian to provide such Fund’s name, address, and share position to requesting companies whose securities the Fund owns. If a Fund tells the Custodian “no,” the Custodian will not provide this information to requesting companies. If a Fund tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For a Fund’s protection, the Rule prohibits the requesting company from using the Fund’s name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below.

      Section 19.14 Additional Sub-Certifications and Reports . The Custodian shall provide to the Funds: (a) sub-certifications in connection with Sarbanes-Oxley Act of 2002 certification requirements; and (b) periodic reports and reasonable documentation for delivery to the Funds’ Chief Compliance Officer in connection with Rule 38a-1 under the 1940 Act with respect to the Services and the Custodian’s compliance with its operating policies and procedures related thereto. The Custodian reserves the right to amend and update its sub-certifications provided hereunder from time to time in order to address changing regulatory and industry developments.

[The remainder of this page intentionally left blank.]

Signature Page

In Witness Whereof , each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative under seal as of the date first above-written.

EACH OF THE ENTITIES
SET FORTH ON APPENDIX A HERETO
By:		/s/ Nimish S. Bhatt   Name: Nimish S. Bhatt
		Title: Vice President, Chief Financial Officer
STATE STREET BANK AND TRUST COMPANY
By:		/s/ Joseph C. Antonellis   Name: Joseph C. Antonellis
		Title: Vice Chairman

APPENDIX A
to
Master Custodian Agreement

Management Investment Companies Registered with the SEC and Portfolios thereof, If Any

Calamos Advisors Trust
Calamos Growth and Income Portfolio			36-7271106
Calamos Investment Trust
Calamos Blue Chip Fund			41-2111185
Calamos Convertible Fund			36-3316238
Calamos Evolving World Growth Fund			26-2192228
Calamos Global Equity Fund			20-8166626
Calamos Global Growth and Income Fund			36-4088206
Calamos Growth Fund			36-3723359
Calamos Growth and Income Fund			36-3575418
Calamos High Yield Fund			36-4307069
Calamos International Growth Fund			20-2395043
Calamos Market Neutral Income Fund			36-3723358
Calamos Multi-Fund Blend			20-4558998
Calamos Total Return Bond Fund			20-8872705
Calamos Value Fund			22-3848966
Calamos Convertible Opportunities and Income Fund			03-0426532
Calamos Convertible and High Income Fund			02-0683363
Calamos Strategic Total Return Fund			04-3785941
Calamos Global Total Return Fund			20-3377281
Calamos Global Dynamic Income Fund			20-8819776

Exhibit N

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No. 5 to Registration Statement No. 333-146947 on Form N-2 of our report dated December 17, 2009, relating to the financial statements and financial highlights of Calamos Convertible and High Income Fund, appearing in the Annual Report on Form N-CSR for the year ended October 31, 2009.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois
May 14, 2010

Exhibit r.1

CALAMOS ASSET MANAGEMENT, INC.

CALAMOS ADVISORS LLC

CALAMOS FINANCIAL SERVICES LLC

CALAMOS PARTNERS LLC

CALAMOS WEALTH MANAGEMENT LLC

CALAMOS INVESTMENT TRUST

CALAMOS ADVISORS TRUST

CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND

CALAMOS CONVERTIBLE AND HIGH INCOME FUND

CALAMOS STRATEGIC TOTAL RETURN FUND

CALAMOS GLOBAL TOTAL RETURN FUND

CALAMOS GLOBAL DYNAMIC INCOME FUND

Code of Ethics

and

Insider Trading Policy

March 17, 2009 ¹

Table of Contents

		Page
SUMMARY			3
Frequently Asked Questions About the Code			3
Ask First			4
UNDERSTANDING AND APPLYING THE CODE			5
Purpose			5
Scope			5
Understanding the Terms			5
“Access Person”			5
“Beneficial Ownership Interest”			5
“Control”			6
“Covered Security”			6
“Fund”			6
“Immediate Family”			7
“Investment Person”			7
“Material” Information			7
“Material Nonpublic Information”			8
“Nonpublic” Information			8
“Outside Directors”			8
“Outside Trustees”			8
“Pecuniary Interest”			9
“Related Person”			9
“Tipping”			9
“Unaffiliated Trustees”			9
Consequences Of Failure To Comply With Code			10
External Penalties			10
Action By Calamos			10
RESTRICTIONS ON THE USE OF CONFIDENTIAL INFORMATION BY CALAMOS PERSONNEL			10
General Prohibitions			10
Material Nonpublic Information About Other Companies			11
Material Nonpublic Information About Calamos			11
Confidentiality of Nonpublic Information About Calamos			11
Public Disclosure Of Information About Calamos And Its Closed-End Funds			12
REPORTING REQUIREMENTS			12
Initial Disclosure of Accounts and Covered Securities			12
Quarterly Transactions Reports			13
Annual Holdings Reports			14
Confirmations and Statements for all Brokerage and Investment Accounts			14
General Rules of Reporting of Personal Securities Transactions			14
Certification of Compliance			15
Annual Report to Fund Board			15

		Page
THE PURCHASE AND SALE OF SECURITIES BY CALAMOS PERSONNEL			16
Trading Policies and Procedures for Non-CAM Securities			16
Pre-Clearance of Covered Securities Transactions			16
Open-End Mutual Funds Advised or Subadvised by Calamos			17
Calamos Closed-End Funds			17
Trading Policies and Procedures for CAM Securities			17
Additional Trading Restrictions			18
No Transactions with Clients			18
No Conflicting Transactions			18
Initial Public Offerings			18
Private Placements			19
Short-term/Speculative Trading			19
Margin Accounts			19
Exceptions and Exemptions to Trading Policies, Procedures and Restrictions			19
Discretionary Accounts of Outside Trustees			19
De Minimis Exception			20
Hardships			20
Corporate Trading/Seed Money			20
Policies and Procedures Regarding Trading In Securities Of CAM by Personnel and Related Persons			21
Blackout Periods and Trading Windows			21
Quarterly Blackout Periods			21
Retirement Plan Blackout Periods			22
Event Specific Blackout Periods			22
Certain Exceptions			22
Prohibitions			23
Additional Requirements for Directors and Executive Officers			24
Section 16 Reporting and Prohibitions			25
Rule 144			26
OTHER REGULATORY REQUIREMENTS			26
Outside Employment			26
Service As A Director Or Officer			26
Gifts			26
Accepting Gifts and Entertainment			26
Presenting Gifts and Entertainment			27
Identifying Actual or Potential Conflicts of Interest			27
YEARLY CERTIFICATION			28
RECORD RETENTION			28

SUMMARY

This summary of the Code of Ethics and Insider Trading Policy (the “Code”) is provided for your convenience. It is not a substitute for reading and understanding the Code, and all personnel are responsible for complying with the Code as a condition of continuing employment with Calamos Asset Management, Inc. (“CAM”), its subsidiaries and affiliates (collectively, “Calamos”).

One of the most important assets that Calamos has is its reputation. Clients would not retain Calamos or invest in its products if they did not trust us, and the Code is designed to establish certain standards and procedures that will ensure that their trust is well-placed. Most of the provisions of the Code mirror requirements of federal securities laws, or those of agencies that regulate our businesses, such as the Securities and Exchange Commission and Financial Industry Regulatory Authority (“FINRA”). These provisions require Calamos to place the interests of its clients first at all times, and not to take inappropriate advantage of the trust which our clients and others place in us. The Code also is designed to assure that Calamos’ investment decisions remain independent and are not influenced by personal considerations.

The Code addresses five main areas:

	•		Restrictions on the use of Material Nonpublic Information;
	•		Confidentiality of information obtained in the course of employment;
	•		Public disclosure of information about CAM;
	•		The buying and selling of securities by Calamos personnel (including the buying and selling of securities of CAM itself); and
	•		Specific limitations on activity of Calamos personnel imposed by various regulations.

The first four of these areas focus on the legal and regulatory obligations of Calamos and its personnel with respect to inside information and trading on or disclosing that information. The final area deals with regulatory limitations on conduct by Calamos personnel that could potentially harm Calamos or its customers in other ways.

Frequently Asked Questions About the Code

	§		Provisions of the Code apply to all Calamos personnel, as well as to their “Related Persons,” as defined below, which includes certain members of your immediate family and certain accounts in which you have control or certain financial interests.
	§		You may never buy or sell a security if you are aware of Material Nonpublic Information that is relevant to the transaction. This prohibition applies to transactions that you may authorize or advise for any Calamos customer or personal securities account that you own, in whole or part, or have control or substantial influence over.
	§		You may not buy or sell any security if that transaction could cause a conflict of interest or an appearance of a conflict of interest in relation to your position with Calamos.

	§		You must pre-clear personal transactions involving publicly traded Covered Securities of individual companies not meeting the de minimis exception. In calculating the value of options for purposes of the de minimis exception, the calculation is based on the value of the shares underlying the option contract, and not the value of the option contract.
	§		The de minimis exception does not exist for purchases and sales of CAM securities. All transactions in CAM securities must be pre-cleared .
	§		Any investment in an open-end mutual fund advised or subadvised by Calamos must be held for at least 30 days (excluding percentage allocation changes or payroll deduction percentages within your 401(k)). Exceptions must receive prior approval and will be limited to hardship or other unusual circumstances.
	§		You must pre-clear the purchase or sale of exchange traded funds not meeting the de minimis exception as these securities are deemed to be Covered Securities under the provisions of the Code.
	§		Transactions and holdings reports are maintained in confidence, except to the extent necessary to implement and enforce the provisions of the Code or to comply with requests for information from government agencies.

Ask First

If you have questions regarding the Code or any particular securities transaction, call a member of the Compliance Department before acting.

UNDERSTANDING AND APPLYING THE CODE

Purpose

The investment management, mutual funds and financial services industries are highly regulated. All are subject to a wide variety of laws and regulations designed to protect investors. Similarly, publicly-traded companies are required to meet strict standards to protect the integrity of the markets in which their securities trade.

Calamos Asset Management, Inc. (“CAM”) is a publicly-traded company. Its subsidiaries and affiliated companies are primarily involved in the investment management, mutual funds and financial services industries. Predictably, CAM is subject to a wide variety of regulations. Unless otherwise indicated in this Code of Ethics and Insider Trading Policy (the “Code”), the term “Calamos” means CAM and its subsidiaries. The purpose of the Code is to explain certain of the responsibilities of Calamos and its personnel, and to establish standards to which all Calamos personnel are held. The Code supplements the CAM Code of Business Conduct and Ethics and the Calamos Employee Handbook.

Scope

The Code applies to all directors, officers and employees of Calamos and other businesses effectively controlled by Calamos, as well as to any outsiders, including agents and consultants, that have access through Calamos to Material Nonpublic Information.

The Code applies to all transactions in securities including but not limited to common stock, options and other derivative instruments (e.g. futures contracts) for common stock, debt securities, and any other securities that CAM or any other company may issue.

Questions regarding the Code or its application to specific transactions should be directed to the Chief Compliance Officer of Calamos or General Counsel of Calamos.

Understanding the Terms

Capitalized terms used in this Code have special meanings defined below. It is important for you to read and become familiar with each definition used in the Code.

      “Access Person“

Access Persons means any director, officer, employee of Calamos or an investment company managed by Calamos with the exception of Outside Trustees, Unaffiliated Trustees or Outside Directors or as otherwise provided under this Code.

      “Beneficial Ownership Interest”

Beneficial Ownership Interest shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, in determining whether a person is a beneficial owner of a security for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and rules and regulations thereunder. As a general matter, you have Beneficial Ownership in a Covered Security if you have or share a direct or indirect Pecuniary Interest in the security, including through any contract, arrangement, understanding, and relationship or otherwise. Although this list is not exhaustive, you generally would be the beneficial owner of the following:

	•		Securities held in your own name,
	•		Securities held with another in joint tenancy, as tenants in common, or in other joint ownership arrangements,
	•		Securities held by a bank or broker as a nominee or custodian on your behalf or pledged as collateral for a loan, and
	•		Securities owned by a corporation which is directly or indirectly Controlled by, or under common Control with, you.

      “Broad-based Security”

A Broad-based Security generally refers to any security index on a that would not be classified as a narrow-based security index under the definitions or exclusions set forth in the Commodity Exchange Act and the Securities Exchange Act of 1934 or that meets certain criteria specified jointly by the CFTC and the SEC. Examples include but are not limited to; the S&P 500, NASDAQ-100, MSCI EFFE, Wilshire 5000, Russell 3000, AMEX Major Market and the Value Line Composite indices as well as exchange traded funds (ETF) based on broad-based indices. Sector or country based ETF’s are not considered a Broad-based Security.

“Control”

     Control means the power to exercise a controlling influence, which is intended to include situations where there is less than absolute and complete domination and includes not only the active exercise of power, but also the latent existence of power (e.g., the ability to exercise power). Anyone who beneficially owns, either directly or through one or more controlled entities, more than 25% of the voting securities of an entity is presumed to control that entity. In interpreting “Control,” the Chief Compliance Officer will interpret the term consistent with Section 2(a)(9) of the 1940 Act.

      “Covered Security”

Covered Security means any stock, bond, future, investment contract, shares of closed-end funds, shares of open-end mutual funds for which Calamos is the advisor or subadvisor, exchange traded funds, or any other instrument that is considered a “security” of the Investment Company Act of 1940. The term “Covered Security” is very broad and includes items you might not ordinarily think of as “securities,” such as: options on securities, on indexes, and on currencies; limited partnership interests; interests in a foreign unit trust or foreign mutual fund; municipal securities, interests in a private investment fund, hedge fund, or investment club; or any right to acquire any security such as a warrant or convertible. In addition, purchases and sale transactions in Covered Securities in any 401(k) plan, excluding percentage allocation changes or payroll deduction percentages, are considered transactions in Covered Securities.

The term Covered Security does not include direct obligations of the U. S. government (U.S. treasury bills, notes and bonds), money market instruments (including bank certificates of deposit, bankers’ acceptances, commercial paper and repurchase agreements), shares of open-end mutual funds not advised or subadvised by Calamos or units in 529 College Savings Plans.

      “Fund”

Fund means an investment company, or series of investment companies, managed by Calamos.

      “Immediate Family”

Immediate Family means sharing the same household, which includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and includes adoptive relationships.

      “Investment Person”

Investment Person means each person who makes, or participates in making, investment decisions or recommendations for Calamos clients, or who, in connection with his or her regular functions or duties with Calamos, makes, participates in, or obtains information regarding the purchase or sale of securities by a client. Investment Person includes each Calamos portfolio manager, each research analyst, each support staff member working directly with portfolio managers and analysts, and each trader.

      “Material” Information

Information should be regarded as material if it could be important to decisions to buy, sell or hold a company’s securities. Any information that could reasonably be expected to affect the price of company securities should be considered material. Material information can be positive or negative, and can relate to historical facts, projections, or future events. Material information can pertain to a company as a whole, or to divisions or subsidiaries of a company.

During the course of their employment, Calamos personnel can learn material information about many companies, including CAM. Information dealing with the following subjects is likely to be found material in particular situations:

Financial Related Subjects:

	•		Financial results
	•		Changes in earnings forecasts
	•		Unusual significant gains, losses or charges
	•		Significant write-downs in assets
	•		Significant changes in revenues
	•		Significant liquidity issues
	•		Changes in dividends
	•		Stock splits
	•		Stock repurchases
	•		Changes in debt ratings
	•		Significant new equity or debt offerings

Corporate Developments:

	•		Proposals, plans or agreements, even if preliminary in nature, involving significant mergers, acquisitions, divestitures, recapitalizations, or strategic alliances
	•		Major changes in directors or executive officers

Product Related Subjects:

	•		Important new product offerings
	•		Significant developments related to a company’s product offerings
	•		Significant developments related to a company’s distribution relationships
	•		Significant developments related to intellectual property

Other Subjects:

	•		Developments regarding significant litigation
	•		Developments regarding government agency actions
	•		Execution or termination of significant contracts

This list is only illustrative, and certainly is not all-encompassing. Many other types of information may be considered material. When in doubt about whether particular information about CAM or another company is material, exercise caution and consult with the Chief Compliance Officer or the General Counsel.

      “Material Nonpublic Information”

Material Nonpublic Information is information that is not known to the general public, that, if known to the public, could reasonably be expected to affect the price of a company’s securities, or be considered important in deciding whether to buy, sell or hold a security. It is often referred to as “inside information.”

      “Nonpublic” Information

Information about a company is considered nonpublic if it is not available to the general public. In order for information to be considered available to the general public, it must have been widely disseminated in a manner designed to reach investors. This is generally done by the company issuing a national press release or making a publicly-available filing with the Securities and Exchange Commission (“SEC”). The circulation of rumors, even if accurate and reported in the media, does not constitute effective public dissemination.

Even after public disclosure of material information regarding a company, an insider with knowledge of the information must wait a period of two full trading days after the publication for the information to be absorbed before that person can treat the information as public.

For purposes of the Code, a full trading day means from the opening of trading on NASDAQ to the closing of trading on NASDAQ on that day. Accordingly, if an announcement is made before the commencement of trading on a Tuesday, an employee in possession of such information may trade in Company securities starting on Thursday of that week (subject to any applicable blackout period and assuming the employee is not aware of other Material Nonpublic Information at that time), because two full trading days would have elapsed by then (all of Tuesday and Wednesday). If the announcement is made on Tuesday after trading has begun on NASDAQ, an employee in possession of the information may not trade in Company securities until Friday. If the announcement is made on Friday after trading begins, an employee may not trade in Company securities until Wednesday of the following week. NASDAQ holidays do not count as trading days and will impact this schedule.

      “Outside Directors”

Outside Directors means those directors of Calamos Asset Management, Inc. who are not employees of Calamos.

     “ Outside Trustees “

Outside Trustees means those trustees of a fund who are not “interested persons” of the fund, as that term is defined in the Investment Company Act of 1940.

      “Pecuniary Interest”

Pecuniary Interest in a security means the opportunity, directly or indirectly, to profit or share in any profit or fees derived from a transaction in the security. An indirect Pecuniary Interest includes:

	•		Covered Securities held by a member of an Access Person’s “Immediate Family”. For example, you would be presumed to have an indirect Pecuniary Interest in Covered Securities held by your minor child who lives with you but not in Covered Securities held by your adult child who does not live with you. You may request that a member of your Immediate Family be excluded from the Code’s reach by contacting the Chief Compliance Officer and demonstrating why it would be appropriate. For example, it may be appropriate to exclude your adult uncle who lives with you from the Code’s reach.
	•		A general partner’s proportionate interest in the portfolio Covered Securities held by a general or limited partnership.
	•		A person’s right to dividends that is separated or separable from the Covered Securities.
	•		A beneficiary’s pecuniary interest in Covered Securities holdings of a trust and any pecuniary interest of any Immediate Family member of such beneficiary (such Pecuniary Interest being to the extent of the person’s pro rata interest in the trust).

Remainder interests do not create a pecuniary interest unless the person with such interest has the power, directly or indirectly, to exercise or share investment Control over the trust.

•

A settlor or grantor of a trust (i.e., you establish the trust) if you reserves the right to revoke the trust without the consent of another person, unless you do not exercise or share investment Control over the Covered Securities.

A shareholder will not be deemed to have a Pecuniary Interest in the portfolio Covered Securities held by a corporation or similar entity in which the person owns Covered Securities if the shareholder is not a controlling shareholder of the entity and does not have or share investment Control over the entity’s portfolio.

      “Related Person”

Related Person includes your spouse or equivalent domestic partner, minor children, relative living in your home, and certain trusts under which you or a related party is a beneficiary or held under other arrangements, including a sharing of financial interest. Calamos personnel are responsible for ensuring that their Related Persons comply with the provisions of the Code.

      “Tipping”

Tipping is the disclosure of Material Nonpublic Information to another person for the purpose of trading or other unauthorized purpose. Tipping can result in liability for both the tipper and tippee.

      “Unaffiliated Trustees”

Unaffiliated Trustees means those Trustees of a fund who are not affiliated persons of Calamos but are not Outside Trustees.

Consequences Of Failure To Comply With Code

External Penalties

Legal penalties for trading on or tipping Material Nonpublic Information are severe. They include criminal fines, civil fines of several times the profits gained or losses avoided, imprisonment and private party damages. The penalties also may apply to anyone who directly or indirectly controlled the person who committed the violation, including the employer and its management and supervisory personnel. Significant penalties have been imposed even when the disclosing person did not profit from the trading.

Action By Calamos

In addition to these possible outside sanctions, Calamos personnel who violate prohibitions on insider trading or tipping will face additional action from Calamos itself, up to and including termination of employment.

Compliance with the provisions of the Code is a condition of employment of Calamos. Taking into consideration all relevant circumstances, management of Calamos will determine what action is appropriate for any breach of the provisions of the Code. Possible actions include disgorgement of profits, monetary fines, letters of sanction, suspension of trading privileges, suspension or termination of employment, or removal from office.

The Board of Trustees of any investment company for which Calamos Advisors LLC is the investment adviser (each, a “Fund”) will determine what action is appropriate for any breach of the provisions of the Code by an Outside Trustee or Unaffiliated Trustee, which may include removal from the Board. The Board of Directors of CAM will determine what action is appropriate for any breach of the provisions of the Code by an Outside Director, which may include removal from the Board.

Transactions and reports filed pursuant to the Code will be maintained in confidence, except to the extent necessary to implement and enforce the provisions of the Code or to comply with request for information from government agencies. Additional information may be required to clarify the nature of particular transactions.

RESTRICTIONS ON THE USE OF CONFIDENTIAL INFORMATION BY CALAMOS PERSONNEL

General Prohibitions

Material Nonpublic Information is an important type of confidential information, but it is only one type of confidential information. Our customers and suppliers entrust Calamos with important information relating to their personal and business matters. The nature of this relationship requires strict confidentiality and trust. In safeguarding the information received, Calamos earns the respect and further trust of our customers and suppliers. All employees, including agents and consultants, will be required to sign a Confidentiality Agreement at the time they are hired and this agreement carries an obligation to maintain strict confidentiality, even after an employee’s employment is terminated.

Any violation of confidentiality seriously injures Calamos’ reputation and effectiveness. Therefore, personnel are not to discuss confidential Calamos business with anyone who does not work for Calamos, and should never discuss business transactions with anyone who does not have a direct association with the transaction. Even casual remarks can be misinterpreted and repeated; therefore, employees should develop the personal discipline necessary to maintain confidentiality. If an employee becomes aware of anyone breaking this trust, they should report the incident to a member of management immediately.

If someone outside Calamos or the employee’s department asks questions regarding confidential matters, you are not required to answer. Instead, you should refer the request to the department supervisor or a member of senior management.

No one is permitted to remove or make copies of any Calamos records, reports or documents without prior approval from management.

Material Nonpublic Information About Other Companies

Calamos personnel may become aware of confidential information concerning another company. This information may be Material Nonpublic Information and, as noted above, trading of securities, including futures or options of the company based on this information is a violation of federal securities law. An employee cannot trade on this information. Because of its seriousness, trading on or tipping of confidential information about other companies will result in immediate termination of employment. Trading in open-end mutual funds, like the Calamos Mutual Funds, is generally permitted because the pricing of shares in these Funds is done daily, and has greater transparency than the pricing of other securities. However, there may be times when such trading would be improper based upon other information.

Material Nonpublic Information About Calamos

If a director, officer, employee, agent or consultant of Calamos has Material Nonpublic Information relating to CAM or its securities, it is CAM’s policy that neither that person nor any Related Person may buy, sell or recommend securities of CAM. The prohibition applies to market purchases and sales that are part of stock option exercises. It is the responsibility of each employee to make sure that transactions in any Covered Security by any Related Person complies with the provisions of the Code.

No director, officer, employee, agent or consultant of Calamos may disclose (“tip”) Material Nonpublic Information about CAM, or products managed by CAM, to any other person, including Related Persons, not authorized by Calamos to have such information. Repeating rumors about CAM could also constitute insider trading or conduct that could result in market manipulation. Even casual remarks can be misinterpreted and repeated; therefore associates should develop the personal discipline to maintain confidentiality.

Any director, officer, employee, agent or consultant of Calamos who becomes aware of material non-public information pertaining to CAM must always remember that this information must be kept in strict confidence and not shared with others. Additionally, directors, officers, employees, agents or consultants of Calamos should not participate in the spreading of rumors, including forwarding of emails containing rumors. If an employee becomes aware of anyone breaking this trust, they should report the incident to a member of management immediately.

In addition, no director, officer, employee, agent or consultant of Calamos may make recommendations or express opinions based on Material Nonpublic Information regarding trading in CAM securities.

Confidentiality Of Nonpublic Information About Calamos

Nonpublic information relating to Calamos is the property of Calamos and the unauthorized disclosure of such information is prohibited. Various laws and regulations govern the methods and timing of announcements of information to the public. Unauthorized disclosures to select individuals or groups could result in substantial liability for you and Calamos.

Public Disclosure Of Information About Calamos And Its Closed-End Funds

In the event any director, officer, employee, agent, or consultant of Calamos receives any inquiry from outside the company, such as from the media, a stock analyst or investors, for information that may be nonpublic information (particularly financial results or projections), the inquiry must be referred to Investor Relations. Since Calamos’ closed-end funds are also publicly traded, the same restrictions apply to disclosure of information about those products. This department is responsible for coordinating and overseeing the release of such information to the media, investing public, analysts and others in compliance with applicable laws and regulations, including Regulation FD.

In communicating with analysts and the general public, Calamos and CAM will observe the following practices:

	•		Communications to analysts or the general public regarding CAM should be made only by John P. Calamos, Sr., Nick P. Calamos, the CAM Chief Financial Officer, or by Investor Relations.
	•		CAM will not issue projections of, or comment on, future investment performance of itself or any of its products, including the mutual funds.
	•		All disclosure of material information made by CAM about itself and the closed-end funds managed by Calamos will be broadly disseminated to the public.
	•		Ordinary communications of material information by and about CAM generally will be through press release, through regular channels. CAM will not issue materials regarding itself “for broker-dealer use only” or with similar restrictions; instead, any such materials will be distributed as press releases. If conference telephone calls to discuss material information are scheduled by CAM with analysts, CAM will provide adequate notice of the calls, and permit investors to listen in by telephone or Internet web casting.

If any Calamos employee inadvertently discloses Material Nonpublic Information to analysts or other market professionals about CAM, or the closed-end funds managed by Calamos, CAM is obligated to provide that information to the general public no later than 24 hours after the statement is made, or the commencement of the next day’s trading on NASDAQ. Investor Relations and the Legal Department must be notified immediately of any such inadvertent disclosure that comes to the attention of any Calamos personnel.

REPORTING REQUIREMENTS

As part of its obligations under the securities laws, Calamos is required to maintain information about the trading activity of its personnel.

	1.		Initial Disclosure of Accounts and Covered Securities
			When an Access Person begins employment with Calamos or becomes an Unaffiliated Trustee, such person must within 10 days disclose on an Initial Securities Holdings Form all investment or brokerage accounts and Covered Securities in which he or she has a Beneficial Ownership Interest, if any. This report must contain the following information which must be current as of a date no more than 45 days prior to the date the person became an Access Person:

	•		The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of each security in which you had any direct or indirect Beneficial Ownership Interest when you became an Access Person
	•		The name of any broker, dealer or bank with whom you maintained an account in which any Securities were held for your direct or indirect benefit as of the date you became an Access Person, and
	•		The date that the report is submitted by you.

			In addition, an Access Person must notify the Compliance Department in writing within 10 days of the opening of a new investment or brokerage account in which the Access Person has a Beneficial Ownership.
	2.		Quarterly Transaction Reports
			Each Access Persons and Unaffiliated Trustees shall report all personal transactions in Covered Securities in which he or she has a Beneficial Ownership Interest, including transactions in shares of all mutual funds and closed-end funds, during a quarter to the Compliance Department no later than 30 days after the end of the calendar quarter. Quarterly transaction reports shall include the following information for each individual transaction:

	•		the date of the transaction, title and number of shares or principal amount, interest rate and maturity date (if applicable) of each Covered Security involved;
	•		the nature of the transaction (i.e., purchase, sale, exchange, gift, or other type of acquisition or disposition);
	•		the price at which the transaction was effected;
	•		the name of the broker, dealer or bank with or through which the transaction was effected;
	•		the account number; and
	•		the date the report is submitted.

In addition, for each account established by an Access Person or Unaffiliated Trustee in which any securities were held during the quarter for the direct or indirect benefit of the Access Person or Unaffiliated Trustee, the quarterly report shall include:

	•		the name of the broker, dealer, custodian or bank with whom the account was established;
	•		the date the account was established;
	•		the account number; and
	•		the date the report is submitted.

Note that an Access Person need not submit specific information relating to trading activity with a quarterly transaction report under this section if it would duplicate information contained in broker trade confirmations or account statements received by the Compliance Department within

the time periods described in this section. In addition, quarterly transaction reports are not required to include transactions made pursuant to an automatic investment plan contained in broker trade confirmations or account statements received by the Compliance Department.

	3.		Annual Holdings Reports
			On an annual basis, Calamos associates and their Related Persons are required to provide an annual holdings report to the Chief Compliance Officer that contains certain information which must be current as of a date no more than 45 days before the report is submitted. Annual reports shall be delivered to the Compliance Department between January 2 and January 30 of each year. This report must contain the following information:

	•		The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Covered Security in which you had any direct or indirect Beneficial Ownership,
	•		The name of any broker, dealer or bank with whom you maintained an account in which any Securities were held for your direct or indirect benefit, and
	•		The date that the report is submitted by you.

	4.		Confirmations and Statements for all Brokerage and Investment Accounts
			Each Access Persons is required to direct brokers, dealers or banks to supply to the Compliance Department, on a timely basis, duplicate copies of all confirmations of personal securities transactions and copies of periodic statements for all securities accounts in which he or she has a Beneficial Ownership Interest. Please instruct the applicable brokerage firms to provide those copies to: Calamos Financial Services LLC, Attn: Compliance Department, 2020 Calamos Court, Naperville, IL 60563. Upon request, the Compliance Department will send a standard letter to a brokerage firm advising them of Calamos’ arrangements under this Policy.
			You are responsible for ensuring initially that Compliance receives these confirmations and statements and for following up subsequently if Compliance notifies you that they are not being received. Compliance may direct you to close an account if the broker fails to provide periodic confirmations or account statements on a timely basis.
	5.		General Rules of Reporting of Personal Securities Transactions

	•		An Outside Trustee , Unaffiliated Trustee, or Outside Director shall report in writing to the Chief Compliance Officer of the Calamos Family of Funds, within 30 days after the end of a calendar quarter, any transaction by him or her or a Related Person of any of him or her in a Covered Security if, at the time of the transaction he or she knew, or in the ordinary course of fulfilling his or her duties as a Trustee or Director should have known, that on the day of the transaction or within 15 days before or after that day a purchase or sale of that Covered Security was made by or considered for a Fund. Such reporting shall contain the same information required for Access Persons (as described in section 2).
	•		An Outside Trustee or Unaffiliated Trustee shall also report in writing to the Chief Compliance Officer of the Calamos Family of Funds, within one business day , any personal securities transaction by him or her or a Related Person of any of him or her in shares of

			Calamos closed-end Funds. Such reporting is required to meet obligations under Section 16 of the Securities Exchange Act of 1934 and the rules thereunder.
	•		An Outside Director shall also report in writing to the General Counsel of Calamos Asset Management, Inc., within one business day , any personal securities transaction by him or her or a Related Person, including but not limited to automatic dividend reinvestments in securities of Calamos Asset Management, Inc. (CLMS). Such reporting is required to meet obligations under Section 16 of the Securities Exchange Act of 1934 and the rules thereunder.
	•		Reports relating to the personal securities transactions of the Chief Compliance Officer shall be reviewed by the General Counsel.

	6.		Certification of Compliance
			Each Access Person is required to certify annually that (i) he or she has read and understands the Code, (ii) recognizes that he or she is subject to the Code, and (iii) he or she has complied with the requirements of the Code and that he or she has disclosed or reported all personal securities transactions required to be disclosed or reported under the Code. The Chief Compliance Officer shall annually distribute a copy of the Code and require certification by all covered persons and shall be responsible for ensuring that all personnel comply with the certification requirement.
			Any Access Person who has not engaged in any personal securities transaction during the preceding year for which a report was required to be filed pursuant to the Code shall include a certification to that effect in his or her annual certification.
	7.		Report to Fund Board
			The Chief Compliance Officer of the Calamos Family of Funds shall provide an annual written report to the Board of Trustees of the Fund that:

	•		summarizes existing procedures concerning personal investing and any changes in those procedures during the past year;
	•		describes issues that arose during the previous year under the Code or procedures concerning personal investing, including but not limited to information about material violations of the Code and sanctions imposed;

	•		certifies to the board that the Fund has adopted procedures reasonably necessary to prevent its Access Persons from violating the Code; and
	•		identifies any recommended changes in existing restrictions or procedures based upon experience under the Code, evolving industry practices, or developments in applicable laws or regulations.
			In addition, the officers of each Fund shall report to the Board of the Fund on a quarterly basis any material violations of the Code.

THE PURCHASE AND SALE OF SECURITIES BY CALAMOS PERSONNEL

Persons involved in the financial services industry are subject to restrictions on the way in which they can buy and sell securities for their own accounts. These restrictions are imposed by the SEC and other regulators on the assumption that industry employees have a greater opportunity for access to Material Nonpublic Information than do employees in other types of businesses and have a fiduciary obligation with respect to trading vis-à-vis client accounts. There are additional restrictions imposed on the trading of Calamos personnel in securities of CAM. Calamos has long had such restrictions on the personal securities trading activity of its personnel. Such limitations are designed to prevent violations of the securities laws, as well as to avoid even the appearance of impropriety in trading by Calamos personnel, and all personal trading must be done in a manner consistent with the provisions of this Code.

Trading Policies and Procedures for Non-CAM Securities

	1.		Pre-Clearance of Covered Securities Transactions
			Except as expressly provided in this section, no Access Person shall engage in a Covered Securities transaction in which he or she has a Beneficial Ownership Interest unless the transaction has been approved in advance by any one of the CEO, Senior Executive Vice President, Chief Compliance Officer or General Counsel, none of whom may approve his or her own transactions. In addition, the personal securities transactions of the CEO and Senior Executive Vice President must be approved in advance by the Chief Compliance Officer or General Counsel. Each approval shall be in writing and shall be forwarded to the Compliance Department to be filed in the employee’s trading files and maintained for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place.
			The provisions of this Code are intended to limit the personal investment activities of persons subject to the Code only to the extent necessary to accomplish the purposes of the Code. Therefore, the pre-clearance provisions of the Code shall not apply to:

•

Purchases or sales effected in any account over which the persons subject to this Code have no direct or indirect influence or control, including discretionary accounts;

In order for an account to be deemed discretionary, approval must be received from the Chief Compliance Officer. Supporting documentation must be provided in the form of a letter from the manager of the discretionary account, a completed Request for Exclusion from the Code of Ethics and Insider Trading Policy Form and a copy of the most recent account statement.

	•		Purchases or sales that are non-volitional on the part of either the person subject to the Code or any client (including transactions pursuant to Rule 10b5-1 plans, discussed below) such as assignment of options or exercise of an option at expiration;
	•		Purchases that are part of an automatic dividend reinvestment plan (additional restrictions apply to CAM dividend reinvestment plan described below);
	•		Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of securities to the extent such rights were acquired from such issuer, and sales of such rights so acquired;

	•		Purchases or sales of municipal securities; and
	•		Purchase of shares of open-end mutual funds advised or subadvised by Calamos. Provided, however, that in order to prevent market timing in open-end funds advised or subadvised by Calamos, pre-clearance is required for the redemption or exchange of such mutual fund shares held for a period of less than 30 calendar days (excluding percentage allocation changes or payroll deduction percentages within your 401(k)).

	2.		Open-End Mutual Funds Advised or Subadvised by Calamos
			Access Persons wishing to redeem or exchange any shares of open-end mutual funds advised or subadvised 1 by Calamos held for a period of less than 30 calendar days, (excluding percentage allocation changes or payroll deduction percentages within your 401(k)) must obtain written approval from any one of the Chief Compliance Officer or General Counsel, neither of whom may approve his or her own transactions. The beginning of the holding period for all transactions starts with the most recent purchase or under a “last-in-first-out” methodology (commonly referred to as LIFO).
	3.		Calamos Closed-End Funds
			All transactions in Calamos Closed-End Funds must be pre-cleared . In addition, officers and Trustees of Calamos closed-end Funds and Executive Officers of Calamos Advisors LLC and Calamos Financial Services LLC must notify the General Counsel of any purchases or sales of Calamos closed-end Funds, excluding dividend or capital gain reinvestments, on the day such transaction was effected. Such notification is required to meet reporting obligations under Section 16 of the Securities Exchange Act of 1934 and the rules thereunder.

Trading Policies and Procedures for CAM Securities

	•		No Outside Trustee nor Unaffiliated Trustee many own, directly or indirectly, a Beneficial Ownership Interest in any CAM securities.
	•		Outside Directors, officers and employees of Calamos must obtain prior clearance from the Chief Compliance Officer or the General Counsel of CAM before he, she or a Related Person engages in any transactions in CAM securities, including but not limited to stock option exercises, gifts, or any other transfer of securities. Pre-clearance is required even during a trading window.
	•		If pre-clearance is granted, the individual must execute his or her trade within the period of time indicated by the approving person on the pre-clearance form, which period of time shall not exceed two business days from the day on which pre-clearance is granted.

For further discussion of the policies, procedures and restrictions relating to transactions in CAM securities please see “Policies and Procedures Regarding Trading in Securities of CAM” below.

Additional Trading Restrictions

	1.		No Transactions with Clients
			No Access Person or Outside Trustee shall knowingly sell to or purchase from a client any security or other property except securities issued by that client.
	2.		No Conflicting Transactions
			No Access Person, Outside Director, Outside Trustee, Unaffiliated Trustee nor any Related Person of any of them , shall purchase or sell, directly or indirectly, any Covered Security in which such persons has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership Interest (other than shares of an open-end fund advised or subadvised by Calamos) that the person knows or has reason to believe is being purchased or sold or considered for purchase or sale by a client, until the client’s transactions have been completed or consideration of such transactions has been abandoned. A purchase of a security is being “actively considered” (a) when a recommendation to purchase or sell has been made for the client and is pending or (b) with respect to the person making the recommendation, when that person is seriously considering making the recommendation.
			Absent extraordinary circumstances, a personal securities transaction of the same (or equivalent 2 ) securities shall not be executed until the sixth business day following the completion of any transaction for a client.
			Absent extraordinary circumstances, a personal securities transaction of the same 3 Broad-based Security shall not be executed until the second business day following the completion of any transaction for a client. The purchase and sale of shares of any open-end fund advised or subadvised by Calamos by an Investment Person, Access Person, Outside Trustee or Outside Director shall not be viewed as a conflicting transaction for the purpose of this section.
	3.		Initial Public Offerings
			No Access Person shall acquire Beneficial Ownership Interest in any security in an initial public offering.

	4.		Private Placements
			No Access Person shall acquire a Beneficial Ownership Interest in any security in a private placement without the express written prior approval of the President or Senior Executive Vice President of Calamos. In deciding whether that approval should be granted, consideration will be given to whether the investment opportunity should be reserved for clients and whether the opportunity has been offered because of the person’s relationship with Calamos or its clients.
			An Investment Person who has been authorized to acquire a security in a private placement must disclose that investment if he or she later participates in consideration of an investment in that issuer for a client’s account. Any investment decision for the client relating to that security must be made by other Investment Persons.
	5.		Short-term/Speculative Trading
			The Code requires each access person to avoid excessive or speculative trading in their Covered Account(s) that may cause undue financial risk or reduce their effectiveness in carrying out responsibilities at Calamos. It is important to note that market fluctuation in leveraged securities may require you to liquidate within a relatively short window of time. As a general guideline, we would consider a holding period of 30 days sufficient to avoid instances of excessive or speculative trading.
			Investment Persons have a minimum holding period of 30 days from the time of purchase in addition to being subject to the pre-clearance procedures. For purpose of counting the 30 days, the beginning of the holding period for all transactions starts with the most recent transaction or under a “last-in- first-out” methodology (commonly referred to as LIFO). This prohibition includes short sales and applies without regard to tax lot considerations and without regard to profitability. Investment Persons are responsible for ensuring that the 30-day rule is observed when pre-clearance requests are made.
	6.		Margin Accounts
			Although margining and pledging securities as collateral is not prohibited, it is strongly discouraged. In any margin or loan account, the securities used as collateral may be sold without your consent to meet a margin call or to satisfy a loan. If such a sale occurs during a blackout period, or when you have access to material non-public information, it may result in unlawful insider trading and/or violations to the provisions of Section 16. If you are unable to meet a margin call, you must contact the Chief Compliance Officer in advance of the call date to discuss plausible exit strategies.

Exceptions and Exemptions to Trading Policies, Procedures and Restrictions

	1.		Discretionary Accounts of Outside Trustees
			A purchase or sale of securities in an account in which an Outside Trustee or a Related Person of an Outside Trustee has a Beneficial Ownership Interest shall not be subject to the prohibitions of the Code if the account is managed by someone other than the Outside Trustee or the Related Person, and the Outside Trustee or Related Person did not have knowledge of the transaction until after it had been executed, provided the Outside Trustee has previously identified the account to Calamos’ Chief Compliance Officer.

	2.		De Minimis Exception
			Purchases or sales in an amount less than $10,000 4 in a Covered Security of an issuer (other than shares of mutual funds) that has a market capitalization of at least $5 billion are exempt from the prohibitions with respect to whether Calamos is trading the same or equivalent security for the accounts of its clients of this Code, and are exempt from the pre-clearance requirements of the Code. However, please note that trades falling within this de minimis exception must be reported pursuant to the requirements of this Code.
			This exception does not apply to transactions in securities of CAM regardless of the dollar amount of the purchase or sale.
	3.		Hardships
			Under unusual circumstances, such as a personal financial emergency, employee stock ownership plans, stock option plans and certain personal trusts, or when it is determined that no conflict of interest or other breach of duty is involved, application for an exemption to make a transaction may be made to the Chief Compliance Officer, which application may be denied or granted. To request consideration of an exemption, submit a written request containing details on your circumstances, reasons for the exception and exception requested.
			The Chief Compliance Officer may, in unusual circumstances, approve exceptions from the Code of Ethics applicable to an individual, based on the unique circumstances of such individual and based on a determination that the exceptions can be granted (i) consistent with the individual’s fiduciary obligations to clients and (ii) pursuant to procedures that are reasonably designed to avoid a conflict of interest for the individual. In addition, the Chief Compliance Officer may exempt from Access Person status any individual or class of individual employee that is not required under Rule 17j-1 to be covered by the Code in circumstances that are deemed likely to not raise any conflicts with Calamos clients. Any such exceptions shall be subject to such additional procedures, reviews and reporting as determined appropriate by the Chief Compliance Officer in connection with granting such exception. Any such exceptions will be reported in connection with the regularly scheduled board meetings to the Audit Committee Chairman of CAM and the Audit Committee Chairman of the Funds. Both Chairmen have the discretion to report these items to their respective Audit Committees.
	4.		Corporate Trading/Seed Money/Hedging Transactions
			CAM, Calamos Holdings LLC (“CHLLC”), Calamos Family Partners, Inc. (“CFP”) and its owners (“Calamos Family”) may invest in and hedge 5 investments made by them in products managed by Calamos to support the continued growth of our investment products and strategies, including investments to seed new products. Notwithstanding any provision to the contrary in this Code, investments, and the corresponding hedging transactions, made by CAM, CHLLC, CFP

and the Calamos Family in Calamos products (excluding Closed End Funds) are not subject to the substantive restrictions in this Code, such as the short term trading ban. However, these hedging transactions are subject to pre-clearance by the Compliance Department and reporting to the CAM Audit Committee. In addition, the trading execution order must be (1) Calamos customers, (2) CAM, (3) CHLLC, (4) and CFP and/or the Calamos Family.

The General Counsel may approve additional strategies or instruments based on unusual market circumstances and on the determination that the transactions would not impact the broader market or conflict with any customer activity.

Policies and Procedures Regarding Trading In Securities Of CAM by Personnel and Related Persons

The personal trading policies and procedures regarding securities of other companies are broadly designed to protect Calamos clients against potential misuse of Material Nonpublic Information by Calamos personnel that could disadvantage the client, or enrich Calamos personnel at the expense of clients. Additional restrictions apply to transactions in CAM securities by Calamos personnel. These restrictions are required under federal law to protect shareholders of Calamos from the potential misuse of Material Nonpublic Information about Calamos itself.

Broadly speaking, the provisions of the Code with respect to the purchase and sale of securities of other companies apply equally to the purchase and sale of CAM securities. For example, covered accounts that hold CAM securities must be disclosed, duplicate confirmations and statements must be provided, and transactions in CAM securities must be pre-cleared. However, trading in CAM securities by CAM personnel and their Related Persons are limited to specific periods. Note that the de minimis exception applicable to securities of other companies does not apply to transactions in CAM securities by CAM personnel and their Related Persons. Every trade in CAM Securities must be pre-approved.

1.		Blackout Periods and Trading Windows
		Quarterly Blackout Periods
		The period leading up to CAM’s announcement of its quarterly financial results is a particularly sensitive period of time for trading in CAM securities from the perspective of complying with applicable securities laws. During this period, directors, officers and certain employees and consultants may possess Material Nonpublic Information about the expected financial results for the quarter. As a result, directors, officers and employees of CAM are prohibited from trading in CAM securities and entering into trading plans including but not limited to dividend reinvestments during the period beginning on the first day of the last fiscal month of each fiscal quarter and ending at the close of the second day of trading on the NASDAQ National Market (“NASDAQ”) following the release of the quarterly financial results. For example if the second quarter earnings are released on Monday, July 20 th ; the blackout window will begin on June 1 st and remain in effect until Thursday, July 23 rd , or the third trading day after the earnings are released.
		It should be noted that even during the trading windows, any person possessing Material Nonpublic Information concerning CAM should not engage in any transactions in CAM securities until such information has been known publicly for at least two full trading days, whether or not CAM has recommended a suspension of trading to that person. Trading in CAM securities during the trading window should not be considered a “safe harbor” for purposes of the insider trading laws, and all directors, officers, employees and other persons should use good judgment at all times and contact the Chief Compliance Officer or General Counsel if there are questions.

		The exempt transactions described below under “Certain Exemptions” are permissible even during the quarterly blackout periods. However, entering into a Rule 10b5-1 trading plan and setting up regularly scheduled plan transactions such as dividend reinvestment plan in CAM Securities are prohibited during blackout periods. Rule 10b5-1 trading plans are described further in that Section.
		Retirement Plan Blackout Periods
		In the event that CAM shares are available in any Calamos retirement plan, directors and executive officers of Calamos are prohibited from purchasing, selling, acquiring or transferring Calamos shares and derivative securities acquired in connection with their service or employment during any blackout periods of more than three consecutive business days applicable to the participants in such retirement plan. Such blackout periods, while rare, usually occur in connection with administrative changes to the plans and plan service providers. The retirement plan or its sponsor is required to give directors, executive officers and affected plan participants advance written notice of such retirement plan blackout periods.
		These blackout periods are intended to conform to the current and any future requirements of and exceptions to Section 306 of the Sarbanes-Oxley Act of 2002, as amended (“Section 306”). This prohibition will be interpreted and implemented in accordance with Section 306 and the regulations thereunder, as amended.
		Event Specific Blackout Periods
		Calamos reserves the right to impose other trading blackouts from time to time on specified groups of its directors, officers, employees, agents or consultants when, in the judgment of the CAM’s General Counsel, a blackout period is warranted. Calamos will notify those affected by such a blackout of when the blackout begins and when it ends. Those affected should not disclose to others the fact of such trading suspension.
		Certain Exceptions
		The prohibitions against trading while in possession of Material Nonpublic Information and during blackout periods do not apply to the following types of transactions in CAM securities:

	•		Transactions pursuant to a binding contract, instruction or written plan that complies with the requirements of Rule 10b5-1 (“Rule 10b5-1”) under the Securities Exchange Act of 1934, as amended (the “Act”). Any such contract, instruction or written plan must be presented to the Legal and Compliance Department for approval prior to entering into the first transaction under such an arrangement.
	•		Rule 10b5-1 provides a defense from insider trading liability for trading contracts, instructions and plans that meet the rule’s requirements. In general, a Rule 10b5-1 contract, instruction or plan must be entered into outside of blackout periods applicable to such person and when the person is not in possession of Material Nonpublic Information. Once the contract, instruction or plan is adopted, the person must not exercise any influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade. The plan must either specify the amount, pricing and timing of transactions when established or delegate discretion on these matters to an independent third party, usually a broker.

	•		Regularly scheduled and matching contributions to and withdrawals from a CAM stock fund in a benefit plan when the contributions or withdrawals are put in place outside of blackout periods applicable to such person and when not in possession of Material Nonpublic Information;
	•		Regularly scheduled purchases and reinvestments in and withdrawals from a dividend reinvestment plan when the purchases, reinvestments or withdrawals are put in place outside of blackout periods applicable to such person and when not in possession of Material Nonpublic Information. However any such contract, instruction or written plan must be presented to the Compliance Department for approval prior to entering into such an arrangement.
	•		Bona fide gifts of CAM securities, unless there exists reason to believe the recipient intends to sell the securities while you possess Material Nonpublic Information;
	•		Acceptance or vesting and any related stock withholding of stock options, restricted stock, restricted stock units, phantom stock units or other grants issued under CAM’s incentive compensation plans;
	•		Acquisition or disposition of stock in a stock split, reverse stock split, stock dividend, or other transaction affecting all shareholders in a similar manner;
	•		The exercise of restricted stock options by tendering cash or shares to CAM to pay the exercise price or related tax withholding; however, the sale of stock to obtain the cash needed to exercise an option or pay withholding taxes, or the sale of the stock acquired upon the exercise of an option is restricted per the Policy (Note, once a position is established, you must hold the position for 30 days and any subsequent sale is subject to pre-clearance. Additional restrictions may apply to persons identified under the requirement of Section 16); and
	•		Any other transaction authorized by the General Counsel of CAM as exempt from the Code.

2.		Prohibitions
		As an investment philosophy, CAM does not believe in speculation, and speculation often leads to insider trading issues. Accordingly, directors, officers and employees of CAM and its affiliates are prohibited from the following activities:

	•		Purchases or sales of exchange-listed or OTC options on CAM stock;
	•		The exercise of an option or right to purchase CAM shares, or the sale of CAM restricted stock which has vested, is not permitted unless pre-approved and within a trading window. Special exemptions may be granted by the CCO if the final exercise date or the sale date falls within a blackout period.
	•		Short term or day trading ( i.e. purchases and sales within a 30 day period) of CAM shares.
	•		Short sales of CAM shares, other than shorting against the box.

Any exceptions to these restrictions must be approved in writing by both the Chief Compliance Officer and the General Counsel of CAM.

Although margining and pledging of CAM securities as collateral is not prohibited, it is strongly discouraged. In any margin or loan account, the securities used as collateral may be sold without your consent to meet a margin call or to satisfy a loan. If such a sale occurs during a blackout period, or when you have access to material non-public information, it may result in unlawful insider trading. Because of this danger, it is recommended that directors, officers, employees, agents and consultants of CAM not hold CAM stock in a margin account or pledge CAM stock as collateral for a loan.

	3.		Additional Requirements for Directors and Executive Officers
			Directors, including Outside Directors, and certain officers of CAM and its affiliated companies, as well as other personnel with regular access to CAM’s financial information, must obtain prior clearance from the General Counsel of CAM before engaging in any transaction in CAM securities and securities of closed-end funds managed by CAM. This includes trades within the trading windows described above. A request should be made at least two business days in advance of the proposed trade date, and the clearance will generally be good for 48 hours. CAM personnel subject to this requirement are listed in Attachment A, which may be amended from time to time.
			In addition, initial participation in a dividend reinvestment plan of CAM stock must be pre-cleared by CAM’s General Counsel and thereafter only for changes in reinvestment directions (e.g. change in the percent of the dividend amount being reinvested). The following information must be provided initially for each dividend reinvestment plan of CAM stock you participate in: (i) the name of the plan and plan sponsor; (ii) the reinvestment directions give to the plan sponsor; and (iii) form of ownership (e.g. hold directly, jointly with spouse, through a trust, etc.). Typically, these transactions need to be reported to the SEC within two business days after the execution of the transaction.
			Such persons also may trade in CAM securities and securities of closed-end funds managed by CAM pursuant to the provisions of Rule 10b5-1 of the Securities Exchange Act of 1934. Rule 10b5-1 provides a defense from insider trading liability for trading contracts, instructions and plans that meet the rule’s requirements by sharply limiting the discretion an insider has over the timing, amount and pricing of trades. In general, a Rule 10b5-1 contract, instruction or plan must be entered into, in writing, outside of blackout periods applicable to such person and when the person is not in possession of material nonpublic information. Once the contract, instruction or plan is adopted, the person must not exercise any influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade. In short, it is similar to regularly scheduled purchases and reinvestments in, or withdrawals from, dividend reinvestment plans or similar programs. The plan must either specify the amount, pricing and timing of transactions when established or delegate discretion on these matters to an independent third party, usually a broker. Such arrangements must be approved by the Legal & Compliance Department prior to the first transaction.

Section 16 Reporting and Prohibitions

Under the requirements of Section 16 of the Securities Exchange Act of 1934, certain parties are required to report any transactions in CAM securities including but not limited to dividend reinvestments on a regular basis. These persons include:

	•		CAM’s CEO
	•		CAM’s principal financial officer
	•		CAM’s principal accounting officer (or, if there is no such accounting officer, the controller)
	•		Any director of CAM, including Outside Directors
	•		Any vice-president of CAM in charge of a principal business unit, division or function (such as sales, administration or finance)
	•		Any other officer of CAM who performs a policy-making function, or
	•		Any other person who performs similar policy-making functions for CAM.

Officers of CAM’s parent(s) or subsidiaries shall be deemed officers of CAM if they perform such policy-making functions for CAM. In general such persons are deemed to have inside information by virtue of their positions within CAM.

Transactions of immediate family members of the persons listed above also are generally subject to the reporting requirements, on the theory that the director, officer or principal shareholder will financially benefit from these transactions. For Section 16 purposes, “immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships.

These persons, as well as any holder of more than 10% of CAM stock, must file initial reports of CAM share ownership on Form 3 and subsequent reports of transactions on Form 4. Although the Legal Department of CAM is prepared to assist these persons in preparing such filings, the responsibility for such filings, including notifying CAM of the transaction and seeking pre-clearance, is that of the person.

In addition to the periodic reporting requirements, directors, officers and principal shareholders of CAM are subject to the “short swing” trading provisions of Section 16. Subject to certain exceptions, an officer, director or principal shareholder of CAM who engages in any combination of purchase and sale, or sale and purchase of a CAM security within any period of less than six months must turn over to CAM any profit realized or loss avoided by such a combination of transactions. This is an absolute penalty imposed by law, and it is imposed regardless of any intention on the part of the director, officer or owner.

CAM’s Legal Department is prepared to assist these persons in determining and satisfying their obligations under Section 16, but that assistance can be offered only if the transactions are reported to CAM’s General Counsel for pre-approval.

Rule 144

Directors and executive officers of CAM are required to file Form 144 with the SEC and NASDAQ before making an open market sale of CAM shares. The Form 144 notifies the SEC and NASDAQ of an intent to sell CAM shares. Although the Form 144 is generally prepared and filed by the Calamos Legal Department, the reporting person retains responsibility for the timeliness and accuracy of reports. Again, that assistance can be offered only if the transactions are reported to CAM’s General Counsel for pre-approval.

OTHER REGULATORY REQUIREMENTS

Certain other restrictions are imposed upon Calamos personnel, other than Outside Trustees, Unaffiliated Trustees and Outside Directors, as a result of being in a highly regulated industry.

1.		Outside Employment
		What employees do outside the office on their own time is their business as long as it does not reflect negatively on the Company. However, for full-time employees of Calamos, it is expected that their position with the company is their primary employment. Any outside activity must not interfere with an employee’s ability to properly perform his or her job responsibilities.
		Personnel contemplating a second job must notify their supervisor immediately. The supervisor will thoroughly discuss this opportunity with the employee to ensure it will not interfere with job performance at Calamos, nor pose a conflict of interest. All outside business activities must be approved by your supervisor and reported to the Chief Compliance Officer via the completion of the Notice of Outside Business Activities Form.
2.		Service As A Director Or Officer
		No Access Person may serve as a member of the board of directors or trustees, or as an officer, of any publicly-held company without the prior written approval of the President or the Chief Compliance Officer, based on a determination that the board service would not be inconsistent with the interests of the clients of CAM. If an Investment Person is serving as a board member, that Investment Person shall not participate in making investment decisions relating to the securities of the company on whose board he or she sits. Because of the potential for real or apparent conflicts of interests, such service is strongly discouraged.
3.		Gifts
		Regulators require that Calamos monitor the receipt and giving of gifts. The regulatory concern is that the receipt or giving of gifts, or excessive entertainment or favors could interfere with fiduciary judgment.
		Accepting Gifts and Entertainment
		Except as otherwise specifically stated below, an Access Person or his/her family members must not accept excessive gifts, entertainment or favors from current or prospective customers or suppliers of Calamos. Cash gifts and checks or gift certificates convertible into cash are always inappropriate and must never be accepted. Other gifts up to $100 in retail value may be accepted if the Access Person is certain that there is no conflict of interest or appearance of any conflict of interest raised by the gift(s). If an employee receives a gift, over a $100 retail value, the employee must submit a written report to the Chief Compliance Officer. Reports submitted to the Chief Compliance Officer must

		contain the following information: name of recipient; title or position; department; name of donor; description of gift; date received; actual or estimated value. Such reports are to be prepared and submitted immediately upon receipt of such gift. Senior Management reserves the right to require the person to return any gift if it determines such return is appropriate under the circumstances.
		Invitations for excessive or extravagant entertainment must be declined. If such entertainment is accepted inadvertently, it must be reported in writing in accordance with the above guidelines. Employees should only accept types of entertainment that they believe would be deemed appropriate. No gifts should be accepted by one employee from another employee if accepting such gifts would create a conflict of interest or the appearance thereof, if such gifts would be considered excessive, or if such gifts are inappropriate or in bad taste.
		Presenting Gifts and Entertainment
		In situations where Calamos is to present a gift, entertainment, or other accommodation to a current or prospective customer or supplier, Investment Persons or Access Persons must use careful judgment to determine that the matter is handled in good taste and without excessive expense. All entertainment presented by Calamos or in the name of Calamos must be appropriate and in good taste. Employees presenting a gift, entertainment or accommodation must be certain that such gift, entertainment or accommodation they have selected would be appropriate. If there are any questions as to whether or not a particular form of gift, entertainment or accommodation is appropriate, such gift, entertainment or accommodation should not be presented. Prior approval from the Chief Compliance Officer is required before purchasing a gift with a retail value over $100 or the presentation of a gift combined with other gifts given to the same client during the calendar year would exceed $100. Reports should include name of donor; title or position; department; name of recipient, description of gift; date presented; and actual value.
		Access Persons sometimes obtain Calamos-owned tickets to sporting or cultural events, etc. When an Access Person is accompanying a customer to the event using the Calamos-owned tickets, the use of such tickets is considered to be customer entertainment. When an Access Person presents such tickets to a customer, but does not attend the event with the customer, the presentation of such Calamos-owned tickets is then considered a gift to the customer. In either event, care must be taken to ensure that such gift or entertainment is an appropriate business expense for Calamos. It is expected that Calamos-owned tickets would not be repeatedly used to entertain, or be presented as gifts to, the same customer.
4.		Identifying Actual or Potential Conflicts of Interest
		Calamos believes that the interests of Calamos and its clients can and should be aligned, despite the potential for conflicts of interest in the investment adviser/client relationship. In addition to being in the best interests of our clients to avoid conflicts of interest, it is in the best interest of Calamos itself to avoid actual and even, if possible, potential conflicts of interest.
		In a company of our size and complexity, it can become difficult to identify conflicts of interest and other potential problems. But identification is the first and most necessary step in resolving those issues. Calamos believes that those dealing with the details of running its business operations are in just as good a position — often a better one — as Calamos management to identify potential problems.
		All Calamos employees have an interest in identifying and solving potential problems. Each employee should feel free to raise questions and analyze what he or she is doing. In the end, Calamos is paying all of us to think and use our best judgment, and that includes raising questions and joining

		the discussion that shapes our business policies and practices. If any employee is concerned about an apparent conflict of interest, or any other legal or ethical question involving our businesses, we want to hear from you so that we can take the appropriate action.
		Calamos recognizes that some people may feel uncomfortable raising issues, especially if they question the propriety of something that is occurring. Although people should not be afraid to raise these points openly, as an alternative Calamos has established the EthicsPoint program for reporting and resolving issues under the Calamos Standards of Conduct, including conflicts of interest and other legal or ethical issues. Under the EthicsPoint program, any employee can report any type of actual or suspected violation on an anonymous, no retaliation basis. The EthicsPoint program, which is described more completely on the Calamos intranet site, has established a procedure for investigating and resolving such issues, and the same procedures will be used to resolve issues raised face-to-face, outside the EthicsPoint program.
		YEARLY CERTIFICATION
		Copies of the Code will be provided to all personnel at least yearly. They will be required to sign a certification that they have read and understand the provisions of the Code, and that they have abided by all of its provisions.
		RECORD RETENTION
		The Compliance Department shall maintain the records listed below for a period of five years in a readily accessible place:

	•		A copy of each Code that has been in effect at any time during the past five years;
	•		A record of any violation of the Code and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;
	•		A record of all written acknowledgements of receipt of the Code and amendments for each person who is currently, or within the past five years was, a supervised person;
	•		Holdings and transactions reports made pursuant to the Code, including any brokerage confirmation and account statements made in lieu of these reports;
	•		A record of any decision and supporting reasons for approving the acquisition of securities in limited offerings for at least five years after the end of the fiscal year in which approval was granted;
	•		A copy of each Initial Statement of Beneficial Ownership of Securities ( SEC Form 3), Statement of Changes of Beneficial Ownership of Securities ( SEC Form 4), and Annual Statement of Beneficial Ownership of Securities ( SEC Form 5).

Effective Date:		June 30, 2005
Amended:		March 17, 2009

POWER OF ATTORNEY

     The person whose signature appears below hereby appoints John P. Calamos, Sr., Patrick H. Dudasik and Nimish S. Bhatt and each of them, any of whom may act without the joinder of the others, as such person’s attorney-in-fact to sign and file on such person’s behalf individually and in the capacity stated below such registration statements, amendments, post-effective amendments, exhibits, applications and other documents with the Securities and Exchange Commission or any other regulatory authority as may be desirable or necessary in connection with the secondary public offering of securities of Calamos Convertible and High Income Fund.

Signature		Title		Date
/s/ Weston W. Marsh		Trustee		October 23, 2007
Weston W. Marsh

POWER OF ATTORNEY

     The person whose signature appears below hereby appoints John P. Calamos, Sr., Patrick H. Dudasik and Nimish S. Bhatt and each of them, any of whom may act without the joinder of the others, as such person’s attorney-in-fact to sign and file on such person’s behalf individually and in the capacity stated below such registration statements, amendments, post-effective amendments, exhibits, applications and other documents with the Securities and Exchange Commission or any other regulatory authority as may be desirable or necessary in connection with the secondary public offering of securities of Calamos Convertible and High Income Fund.

Signature		Title		Date
/s/ John E. Neal		Trustee		October 23, 2007
John E. Neal

POWER OF ATTORNEY

     The person whose signature appears below hereby appoints John P. Calamos, Sr., Patrick H. Dudasik and Nimish S. Bhatt and each of them, any of whom may act without the joinder of the others, as such person’s attorney-in-fact to sign and file on such person’s behalf individually and in the capacity stated below such registration statements, amendments, post-effective amendments, exhibits, applications and other documents with the Securities and Exchange Commission or any other regulatory authority as may be desirable or necessary in connection with the secondary public offering of securities of Calamos Convertible and High Income Fund.

Signature		Title		Date
/s/ William R. Rybak		Trustee		October 23, 2007
William R. Rybak

POWER OF ATTORNEY

     The person whose signature appears below hereby appoints John P. Calamos, Sr., Patrick H. Dudasik and Nimish S. Bhatt and each of them, any of whom may act without the joinder of the others, as such person’s attorney-in-fact to sign and file on such person’s behalf individually and in the capacity stated below such registration statements, amendments, post-effective amendments, exhibits, applications and other documents with the Securities and Exchange Commission or any other regulatory authority as may be desirable or necessary in connection with the secondary public offering of securities of Calamos Convertible and High Income Fund.

Signature		Title		Date
/s/ Stephen B. Timbers		Trustee		October 23, 2007
Stephen B. Timbers

POWER OF ATTORNEY

     The person whose signature appears below hereby appoints John P. Calamos, Sr., Patrick H. Dudasik and Nimish S. Bhatt and each of them, any of whom may act without the joinder of the others, as such person’s attorney-in-fact to sign and file on such person’s behalf individually and in the capacity stated below such registration statements, amendments, post-effective amendments, exhibits, applications and other documents with the Securities and Exchange Commission or any other regulatory authority as may be desirable or necessary in connection with the secondary public offering of securities of Calamos Convertible and High Income Fund.

Signature		Title		Date
/s/ David D. Tripple		Trustee		October 23, 2007
David D. Tripple