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MARCH 27, 2025
PART 2A OF FORM ADV: FIRM BROCHURE
Calamos Advisors LLC
Calamos Advisors LLC 2020 Calamos Court | Naperville, IL 60563
Telephone: 630.245.7200 | Email: caminfo@calamos.com | Web Address: www.calamos.com
This brochure provides information about the qualifications and business practice of Calamos Advisors LLC. If you
have any questions about the contents of this brochure, please contact us at 630.245.7200 or caminfo@calamos.com.
The information in this brochure has not been approved or verified by the United States Securities and Exchange
Commission or by any state securities authority.
Additional information about Calamos Advisors LLC is also available on the SEC’s website at www.adviserinfo.sec.gov.
You can search this site by a unique identifying number, known as an SEC file number. Our firm’s SEC file number is
801-29688.
Item 2: Material Changes
Consistent with the SEC’s ADV rules, we must provide you with a summary of material changes made to this
Brochure since its last publication on March 31, 2024.
Item 4: Advisory Business. Item 4 has been amended to include information about separate account and model
delivery program’s portfolio holdings access. Updates also included the Generative Artificial Intelligence (GenAI)
policy information description.
Item 5: Fees and Compensation. Item 5 has been revised to describe new Pooled Investment vehicles and updated
Compensation language.
Item 8: Methods of Analysis, Investment Strategies and Risk of Loss. Updated to include new Alternative and
Convertible Strategies: Structured Protection, Closed-End Arbitrage, and Equity Sensitive Convertible strategies.
The risk factors in Item 8 were revised to add the following risks: Cryptocurrency Risk, Sustainability (ESG) Investing
Risks and Sustainability (ESG) Policy Risk.
Item 10: Other Financial Industry Activities and Affiliations. Item 10 has been amended to revise the firm’s list
of related parties to: (i) add the Calamos Aksia Alternative Credit & Income Fund (Offshore), Ltd., Calamos Aksia
Alternative Credit & Income Fund (Offshore) I, Ltd., Calamos Aksia Private Equity LP, Calamos Aksia Private Equity
(Offshore), Ltd., Calamos Aksia Private Equity (Offshore) I, Ltd., Calamos Aksia Hedge Fund Access Core Alpha LP,
Calamos Aksia Hedge Fund Access Enhanced Alpha LP, and (ii) remove the Calamos International Holdings LLC,
Calamos International Holdings II LLC, and Calamos Investments LLP, which were liquidated.
The Investment Companies section was revised to include new products advised by Calamos Advisors LLC: new
ETFs: Calamos S&P 500 Structured Alt Protection ETF - Monthly (Jan-Dec), Calamos Nasdaq-100 Structured Alt
Protection ETF - Quarterly (June, Sep, Dec, Mar), Calamos Russell 2000 Structured Alt Protection ETF - Quarterly
(June, Sep, Dec, Mar), Calamos Laddered S&P 500 Structured Alt Protection ETF (CPSL), Calamos Bitcoin Structured
Alt Protection ETF – Quarterly (CBOJ), Calamos Bitcoin 90 Series Structured Alt Protection ETF – Quarterly (CBXJ),
Calamos Bitcoin 80 Series Structured Alt Protection ETF – Quarterly (CBTJ).
The Pooled Investments section was revised to include new products advised by Calamos Advisors LLC: Calamos
Aksia Private Equity LP, Calamos Aksia Hedge Fund Access Core Alpha LP, and Calamos Aksia Hedge Fund Access
Enhanced Alpha LP, Calamos Aksia Alternative Credit & Income Fund (Offshore), Ltd., Calamos Aksia Alternative
Credit & Income Fund (Offshore) I, Ltd., Calamos Aksia Private Equity (Offshore), Ltd., and Calamos Aksia Private
Equity (Offshore) I, Ltd.
Item 11: Code of Ethics and Insider Trading Policy, Participation or Interest in Client Transactions and Personal
Trading. Item 11 has been amended to include Principal and Cross-Trade policy information.
ANY QUESTIONS: The Chief Compliance Officer (“CCO”) of CAL remains available to address any questions that a
client or prospective client may have regarding this Part 2A Brochure.
Calamos Advisors LLC
Form ADV Part 2A – Disclosure Brochure
PAGE 2
March 27, 2025
Item 3: Table of Contents
Page
Item 1
Cover Page ............................................................................................................................ 1
Item 2 Material Changes .................................................................................................................. 2
Item 3
Table of Contents .................................................................................................................. 3
Item 4
Advisory Business ................................................................................................................. 4
Item 5
Fees and Compensation ....................................................................................................... 6
Item 6
Performance-Based Fees and Side-By-Side Management ................................................... 13
Item 7
Types of Clients ..................................................................................................................... 14
Item 8 Methods of Analysis, Investment Strategies and Risk of Loss .............................................. 15
Item 9
Disciplinary Information ....................................................................................................... 30
Item 10 Other Financial Industry Activities and Affiliations .............................................................. 30
Item 11 Code of Ethics, Participation or Interest in Client Transactions
and Personal Trading ............................................................................................................ 33
Item 12 Brokerage Practices .............................................................................................................. 37
Item 13 Review of Accounts ............................................................................................................... 46
Item 14 Client Referrals and Other Compensation ............................................................................ 46
Item 15 Custody ................................................................................................................................. 44
Item 16
Investment Discretion ........................................................................................................... 48
Item 17 Voting Client Securities ......................................................................................................... 48
Item 18 Financial Information ............................................................................................................ 49
Calamos Advisors LLC
Form ADV Part 2A – Disclosure Brochure
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March 27, 2025
Item 4: Advisory Business
CORPORATE HISTORY
Calamos Advisors LLC is an investment adviser registered with the U.S. Securities and Exchange Commission (the
“SEC”) effective May 29, 1987 and a wholly owned subsidiary of Calamos Investments LLC (“CILLC”). Calamos Asset
Management, Inc. (“CAM”) is the sole manager of Calamos Investments LLC, which owns and manages our
operating companies. Unless the context otherwise requires, references to “we,” “us,” “our,” “the firm,” “our
company” and “Calamos” refer to Calamos Advisors LLC (“CAL”). Please note our use of the term “registered”
throughout this brochure does not imply a certain level of skill or training.
The firm’s roots date back to 1977 when John P. Calamos, Sr. began serving clients with an emphasis on investment
strategies that sought to maximize the potential of convertible securities to manage risk and build wealth. Our
firm, headquartered in Naperville, Illinois, has grown organically and through acquisitions with offices based in
New York, San Francisco, Portland, Milwaukee, Chicago and Coral Gables.
As of December 31, 2024, approximately 22% of the outstanding interests of CILLC was owned by CAM and the
remaining 78% of CILLC was owned by Calamos Partners LLC (“CPL”) and John P. Calamos, Sr. CAM was owned by
John P. Calamos, Sr. and John S Koudounis, and CPL was owned by John S. Koudounis and Calamos Family Partners,
Inc. (“CFP”). CFP was beneficially owned by members of the Calamos family, including John P. Calamos, Sr.
INVESTMENT SERVICES
Since the introduction of the firm’s first convertible strategy in 1977, Calamos has continued to expand its product
offerings. In 1989, the firm introduced an equity strategy that invests in equity and equity sensitive securities, and
in 1990, the firm introduced its U.S. equity growth strategy. In subsequent years, investment offerings expanded
to include high yield, alternative, fixed income, enhanced fixed income, international growth equity, global
long/short, small-cap, SMID and sustainable equity investment strategies.
The firm offers and earns advisory fees on the following types of investment products: open-end mutual funds,
closed-end funds, ETFs, interval funds, institutional accounts, separately managed accounts, commingled privately
placed funds and offshore funds. CAL also offers the Calamos Global Convertible Fund and the Calamos Growth
and Income Fund, each an Undertakings for Collective Investments in Transferable Securities (UCITS), and a series
or sub-fund of GemCap Investment Funds (Ireland) PLC umbrella fund for which CAL serves as investment manager.
Also, CAL offers the Calamos Antetokounmpo US Sustainable Equities Fund, a sub-fund of the Calamos
Antetokounmpo Global Funds SICAV which qualifies as an UCITS and is organized under the laws of Luxembourg.
Calamos also provides discretionary investment management services directly to institutional investors. Products
are distributed through Intermediaries, such as investment advisers and broker-dealers both in the U.S. and
abroad; Institutional Platforms; and Wealth Management for high net-worth individuals and private foundations.
CAL also serves as a sub-investment adviser to investment companies registered under the Investment Company
Act of 1940, as amended (the “1940 Act”).
We do not sponsor any “wrap-fee” programs, however Calamos participates in several “wrap-fee” and unified
managed accounts (“UMA”) programs (collectively, the “Wrap Programs”), which are sponsored by unaffiliated
(third-party) investment advisory and/or brokerage firms (each a “Sponsor” and collectively, the “Sponsors”). We
participate as a non-discretionary sub-adviser in Wrap Programs. In these Wrap Programs, a third-party Sponsor
offers our firm’s strategies to its clients. We receive a fee from the third party as an investment adviser in these
Wrap Programs.
Calamos provides, to third-party investment advisers, Model Portfolios/Portfolio Emulations Services (“Model
Portfolio”) for a fee. Model Portfolios contain Calamos’ current investment recommendations based on one of its
investment strategies and other investment parameters as agreed to between Calamos and a third-party client or
program Sponsor for the client’s or Sponsor’s use in advising its clients. Although Calamos provides
Calamos Advisors LLC
Form ADV Part 2A – Disclosure Brochure
PAGE 4
March 27, 2025
recommendations, it does not have the authority or responsibility to implement those recommendations for any
particular account. Rather, the client or third-party program Sponsor receiving the model and any updates to the
model controls all investment decisions and executes the securities transactions on behalf of its own account or
for the account of its clients.
Therefore, there will likely be differences between these Model Portfolios and the discretionary portfolios
managed by the firm for its other clients, including cash availability, investment restrictions, account size, holding
limits, tax considerations, trade executions and other factors. As a result, the performance of our discretionary
advisory clients and that of the Model Portfolios using the same investment strategies will differ. In addition,
separate account, and model delivery programs (“Other Accounts”) of CAL have same day access to their portfolio
holdings, and their advisors have access to representative portfolio holdings and may grant same day access to
these portfolio holdings to their clients, their investors, and/or to one or more affiliated and unaffiliated service
providers. In addition, information about non-public portfolio holdings information attributable to Other Accounts
managed or advised by CAL may be available to one or more affiliated or unaffiliated service providers to those
accounts. Some of the Other Accounts have substantially similar, or in some cases nearly identical, portfolio
holdings to Calamos Funds. These Other Accounts are not subject to the portfolio holdings disclosure policies of
the Funds to which they are similar and may disclose their similar or nearly identical portfolio holdings information
in different forms and at different times than the Fund.
TAILORED SERVICES
For most types of accounts for which Calamos has investment discretion, we allow clients to customize their
investments, upon their request, by imposing reasonable investment restrictions on certain securities, industries
or sectors. In these cases, the client will provide Calamos with written instructions. These requests are typically
received at account inception, but reasonable restrictions may be requested, in writing, at any time thereafter,
and must be agreed to by Calamos.
OTHER
Given the multiple potential services that Calamos may provide to a client including a Fund or Funds in which
clients may invest, conflicts of interest will arise. When using multiple Calamos (or affiliate) products and services
(e.g., consulting and portfolio management), a client should be aware of the conflicts that may arise, consult its
own adviser(s), and satisfy itself that the arrangement is appropriate and in its continuing best interests.
Calamos and its affiliates are not required to devote their full-time or attention to managing your assets. We
conduct other business and also provide investment counseling services to other clients that can be competitive
with the activities provided to you. In advising other accounts, we give advice and make recommendations to such
accounts, which can be the same, similar to or different from those rendered to you. Differing compensation
arrangements with other clients create incentives for us to favor such other clients.
Calamos personnel may have more than one role at the company. Certain portfolio managers also serve as traders,
investment risk managers, or research analysts. Further, certain research analysts offer investment ideas for team-
managed products. Personnel with multiple roles may have an incentive to favor certain accounts or
responsibilities over others.
John P. Calamos, Sr., Founder, Chairman and Global Chief Investment Officer, and his family have controlling
interest in the firm. This affiliation creates a conflict of interest between our duty to act in your best interest while
acting in the best interest of the firm.
The firm has in place policies and procedures to address conflicts of interest or potential conflicts of interest. These
policies and procedures are described throughout this brochure and include requirements that Calamos employees
act in the best interest of the client.
Calamos Advisors LLC
Form ADV Part 2A – Disclosure Brochure
PAGE 5
March 27, 2025
Generative Artificial Intelligence (GenAI): The Firm has adopted a Generative Artificial Intelligence (GenAI) Policy
that governs the use of AI tools capable of generating new content such as text, images, and other data. The firm
has established specific guidelines, oversight mechanisms, and risk controls for the use of these technologies. A
Technology Steering Committee and AI Advisory Council oversee the implementation and approval of AI use
cases across the organization.
Key risks associated with GenAI that the firm actively monitors and manages include:
• Data security risks, including potential loss of sensitive or proprietary information
• Accuracy concerns, as AI may generate content that appears authoritative but contains inaccuracies or
hallucinations
• Privacy and confidentiality risks related to client and business information
•
Intellectual property considerations, including potential copyright infringement
• Content-related risks such as bias or unnatural language in AI-generated materials
To mitigate these risks, Calamos has implemented strict controls including:
• Pre-approval requirements for GenAI use cases
• Restrictions on inputting sensitive data into public AI tools
• Mandatory review and verification of AI-generated content
• AI generated content is reviewed
• Regular employee training on appropriate AI usage
• Clear guidelines for protecting client and proprietary information
The firm continually evaluates and updates its AI policies and procedures as this technology evolves to ensure
responsible use while maintaining our commitment to client service and security.
Please note: CAL does not utilize AI technology for portfolio design or decision making.
ASSETS UNDER MANAGEMENT
As of December 31, 2024, Calamos had approximately $38.1 billion total assets under management.
Item 5: Fees and Compensation
SEPARATE ACCOUNTS
Separate accounts are individual portfolios of securities managed to meet clients’ unique needs and include
institutional accounts and managed accounts. Generally, the minimum account size for a separate account ranges
from $1 million to $25 million depending on the strategy selected. The minimum account size for wrap-fee and
UMA programs is typically $75,000 to $100,000, depending on the strategy and plan Sponsor minimums. Calamos
reserves the right to waive or reduce the minimum account size at our discretion. Separate account fees are based
upon a percentage of assets under management, typically calculated and invoiced at the end of each calendar
quarter and are normally payable quarterly in advance. Fees may also be payable in arrears. Please see your
Investment Management Agreement to determine your schedule.
Below is the standard fee schedule.
STRATEGY NAME
FEES
MINIMUM
INVESTMENT
INVESTMENT
AMOUNT
Convertible Arbitrage
$50,000,000
on balance
0.80%
Calamos Advisors LLC
Form ADV Part 2A – Disclosure Brochure
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March 27, 2025
Dividend Growth
$5,000,000
on first $25
0.75%
on next $25
0.70%
on next $25
0.65%
on balance
0.50%
$1,000,000
on first $10m
0.40%
Dynamic Intermediate
Tax-Efficient
Emerging Economies
$25,000,000
Global Convertible
$25,000,000
Global Growth
$25,000,000
Global Opportunities
$25,000,000
next $15m
next $25m
next $50m
next $150m
on balance
on first $50m
next $50m
next $50m
on balance
on first $25m
next $25m
on balance
on first $25m
next $25m
Next $50m
on balance
on first $25m
next $25m
next $50m
on balance
0.30%
0.25%
0.20%
0.15%
0.10%
0.95%
0.85%
0.80%
0.70%
0.85%
0.70%
0.65%
0.90%
0.75%
0.65%
0.60%
0.90%
0.75%
0.65%
0.60%
Global Sustainable
Equities
$5,000,000
Hedged Equity
$25,000,000
on first $25m
next $25m
next $50m
on balance
on first $25m
next $25m
on balance
0.75%
0.70%
0.65%
0.60%
0.60%
0.50%
0.45%
High Income
Opportunities
$25,000,000
on first $50m
next $50m
on balance
0.60%
0.50%
0.40%
Calamos Advisors LLC
Form ADV Part 2A – Disclosure Brochure
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March 27, 2025
International Growth
$25,000,000
on first $25m
next $25m
next $50m
on balance
0.90%
0.75%
0.65%
0.60%
on first $25m
0.90%
International Growth
Concentrated
$25,000,000
next $25m
next $50m
on balance
0.75%
0.65%
0.60%
International Small Cap
Growth
$25,000,000
on first $50m
next $50m
on balance
0.95%
0.85%
0.75%
International Sustainable
Equities
$5,000,000
Market Neutral Income
$100,000,000
Merger Arbitrage
Phineus Long/Short
$25,000,000
$10,000,000
Short-Term Bond
$10,000,000
Small Cap Growth
$5,000,000
on first $25m
next $25m
next $50m
on balance
on first $100m
next $100m
on balance
on balance
on first $25m
next $25m
next $50m
on balance
on first $25m
next $25m
on balance
on first $25m
$25-50m
0.80%
0.75%
0.70%
0.65%
0.75%
0.70%
0.65%
0.80%
1.25%
1.00%
0.90%
0.80%
0.30%
0.25%
0.20%
0.90%
0.85%
$50-100m
0.75%
SMID Growth
$5,000,000
Preferred Securities
$10,000,000
above $100m
on first $25m
$25-50m
$50-100m
above $100m
on first $50m
next $50m
on balance
0.65%
0.95%
0.90%
0.85%
0.70%
0.40%
0.35%
0.30%
Calamos Advisors LLC
Form ADV Part 2A – Disclosure Brochure
PAGE 8
March 27, 2025
U.S. All Cap Growth
$5,000,000
U.S. Convertible
$25,000,000
on first $25m
next $25m
next $25m
on balance
on first $25m
next $25m
on balance
0.75%
0.70%
0.65%
0.50%
0.75%
0.70%
0.65%
U.S. Core Plus Fixed
Income
$25,000,000
U.S. Mid Cap Growth
$5,000,000
U.S. Opportunities
$25,000,000
U.S. Sustainable Equities
$5,000,000
U.S. Select Equity
$5,000,000
U.S. Select Equity Growth
$5,000,000
U.S. Select Tech Plus
$5,000,000
80/20 Convertible
$25,000,000
80/20 Global Convertible
$25,000,000
on first $25m
next $25m
on balance
on first $25m
next $25m
next $25m
on balance
on first $25m
next $25m
on balance
on first $25m
next $25m
next $50m
on balance
on first $25m
next $25m
next $25m
on balance
on first $25m
next $25m
next $25m
on balance
on first $25m
next $25m
next $25m
on balance
on first $25m
next $25m
on balance
on first $25m
next $25m
on balance
0.50%
0.40%
0.30%
0.75%
0.70%
0.65%
0.50%
0.75%
0.70%
0.65%
0.70%
0.65%
0.60%
0.55%
0.75%
0.70%
0.65%
0.50%
0.75%
0.70%
0.65%
0.50%
0.75%
0.70%
0.65%
0.50%
0.75%
0.70%
0.65%
0.85%
0.70%
0.65%
Calamos Advisors LLC
Form ADV Part 2A – Disclosure Brochure
PAGE 9
March 27, 2025
A description of the investment strategies available in separate accounts is provided in Item 8.
Please note that there are CAL strategies provided in Item 8 that are only offered to Calamos Wealth Management
LLC (“CWM”) clients1; see CWM Form ADV 2A for information on those fee schedules.
Limited Negotiability of Advisory Fees: Although Calamos has established the standard fee structure set forth
above, we retain the discretion to negotiate or waive fees on a client-by-client basis. Also, pre-existing advisory
clients are subject to our minimum account requirements and advisory fees in effect at the time the client entered
into the advisory relationship with us. The applicable minimum account requirements as well as advisory fees paid
will differ among clients, and other clients may pay less than you or have lower minimums.
In determining the fee structure for your account, we consider the nature of our proposed advisory relationship
with you. The nature of our proposed advisory relationship is determined by the assets to be placed under our
management, anticipated future additional assets, services provided, other accounts you may have with us,
account type, portfolio style, account composition, and reporting, among other factors. We may group certain of
your accounts for the purposes of meeting the minimum account size requirements and determining the
annualized fee. Your specific annual fee structure is described in your investment advisory agreement.
Discounts are offered to the firm’s employees, their family members, and friends.
It should be noted that while we believe our fees are reasonable, similar advisory services may be available from
other investment advisers for lower fees. Similarly, certain of the investment products that we recommend for
your account will be available through other brokers or intermediaries that are not affiliated with Calamos.
The only compensation received by Calamos for affecting securities transactions for clients is its advisory fees.
Calamos will also receive certain non-financial soft dollar benefits. See Item 12 Brokerage Practices for more
details.
Termination of the Advisory Relationship: Under our current form of the advisory agreement, the agreement may
be terminated at any time, by either party, for any reason upon receipt of 30 days written notice. Upon termination
of your account, any prepaid, unearned fees will be refunded to you promptly. Calamos will issue you an invoice
for any unpaid fees. In calculating your remaining fee or reimbursement, we will prorate the fee or reimbursement
according to the number of days remaining in the billing period.
“WRAP-FEE” AND SIMILAR ARRANGEMENTS
Calamos participates in several Wrap Programs. As a client in a Wrap Program, you should carefully review the
Sponsor’s Form ADV Part 2A for complete details regarding the Wrap Program. The typical minimum account size
is $75,000 to $100,000 depending on the strategy and Sponsor minimums. Calamos reserves the right to waive or
reduce the minimum account size at our discretion. If we execute your trades through a broker-dealer other than
the Sponsor, those trades will likely be subject to brokerage commissions and equivalents, markups and
markdowns, and transaction fees. A client participating in these Wrap Programs should be aware that the Sponsor
will charge various program fees; e.g. trade away fees, in addition to the advisory fee charged by Calamos. All such
fee disclosures are provided in the Sponsor’s Form ADV Part 2A.
MUTUAL FUNDS
CAL receives investment advisory, and distribution fees, as described below, as a service provider to the Calamos
Funds (the “Mutual Funds”), which are registered under the 1940 Act. CAL receives distribution fees (12b-1 fees)
1 Calamos Wealth Management LLC is an affiliated wealth manager providing wealth management services, including asset allocation, to
high net worth individuals, family offices, private foundations, guardians of persons and estates, custodians for individuals, retirement plans
for self-employed persons, and institutional plans such as Taft-Hartley plans and those of Corporations.
Calamos Advisors LLC
Form ADV Part 2A – Disclosure Brochure
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March 27, 2025
on C share purchases for the first year after purchase because CAL pays the broker dealer or investment adviser
1% at the time of the client’s share purchase. After the first year, the distribution fees revert to the broker dealer
listed on the account.
These and other fees are charged by the funds and are described in the Mutual Funds’ registration statements,
shareholder reports, and the funds’ prospectuses, which are available online at
http://www.calamos.com/FundInvestor/LiteratureLibrary. Please refer to them for additional information about
the Funds.
CAL also acts as sub-adviser to affiliated2 and unaffiliated mutual funds and the fees associated with those funds
are described in the registration statements and/or financial filings of those funds.
Certain Calamos supervised persons and related sales personnel are also associated with Calamos Financial
Services LLC (“CFS”), an affiliated limited purpose broker-dealer, and in that capacity engage in marketing or selling
activities with respect to shares in the Mutual Funds. Supervised persons and related sales personnel are
compensated for successful marketing or selling activities with respect to shares in the Mutual Funds. These
compensation arrangements create potential conflicts of interest that give Calamos and its supervised persons and
related sales personnel an incentive to recommend particular Mutual Funds to potential investors based on the
compensation received rather than on a mutual fund investor’s need. The Calamos Mutual Funds website provides
information describing Wholesaler compensation at:
https://www.calamos.com/globalassets/media/fundinvestor/literature/wholesaler/calamosinvestmentswholesal
ercompensation_focusfunds.pdf
Additionally, the Mutual Funds’ prospectuses provide additional details to help prospective investors understand
potential conflicts of interest associated with the compensation of the intermediaries that sell fund shares.
We do not receive revenue sharing payments from funds or other advisers.
CLOSED-END FUNDS
The investment advisory fees that we receive as an investment adviser to the Calamos Closed-End Funds are
described in the registration statements and financial filings of those funds. Registration Statements, financial
filings and press releases are also available online at http://calamos.com/FundInvestor/LiteratureLibrary.
INTERVAL FUNDS
Calamos serves as investment adviser to the Calamos Aksia Alternative Credit and Income fund, which is an interval
fund. The investment advisory fees that we receive as investment adviser to the fund are described in the
registration statement and financial filing for that fund. Registration Statements, financial filings and press releases
are also available online at Calamos Aksia Alternative Credit and Income Fund | Calamos Investments.
EXCHANGE TRADED FUNDS
financial
filings of
the
The investment advisory fees that we receive as an investment adviser to the Calamos ETFs are described in the
registration statement and/or
fund which are also available online at
http://calamos.com/FundInvestor/LiteratureLibrary.
UNDERTAKING FOR COLLECTIVE INVESTMENTS
Calamos serves as investment manager to the Calamos Global Convertible Fund and the Calamos Growth and
Income Fund, each a UCITS, and a sub-fund of GemCap Investment Funds (Ireland) PLC which is an open-ended
2 CAL acts as subadvisor to the Calamos Antetokounmpo Sustainable Equities Fund and Calamos Antetokounmpo Global
Sustainable Equities ETF.
Calamos Advisors LLC
Form ADV Part 2A – Disclosure Brochure
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March 27, 2025
umbrella investment company with variable capital incorporated with limited liability and segregated liability
between Funds. In addition, Calamos serves as sub-investment manager to the Calamos Antetokounmpo US
Sustainable Equities Fund, a sub-fund of the Calamos Antetokounmpo Global Funds SICAV which qualifies as an
UCITS and is organized under the laws of Luxembourg. The fees that we receive for investment management or
sub-investment management services are described in the supplement to the prospectus of each Fund which is
available online at Global Convertible | Calamos Investments, Growth and Income | Calamos Investments and
Calamos Antetokounmpo US Sustainable Equities | Calamos Investments . The UCITS are available to non-U.S.
clients only.
POOLED INVESTMENT VEHICLES
Calamos also serves as General Partner and investment adviser to the Calamos Global Opportunities Fund Limited
Partnership. Fees relating to the Calamos Global Opportunities Fund Limited Partnership are further described in
the Confidential Private Offering Memoranda. These products are available to accredited investors only.
Calamos serves as the Investment Manager and General Partner to the Calamos Ares Quant Fund I, LP. This fund
is not currently offered to investors.
Calamos serves as the Investment Manager and General Partner to the Calamos Aksia Private Equity LP. Fees
relating to the LP are further described in the Confidential Private Offering Memoranda.
Calamos serves as the Investment Manager and General Partner to Calamos Aksia Hedge Fund Access Core Alpha
LP, and Calamos Aksia Hedge Fund Access Enhanced Alpha LP. These two private funds are not currently being
offered to investors.
Calamos serves as the Investment Manager to the Calamos Aksia Alternative Credit & Income Fund (Offshore),
Ltd., Calamos Aksia Alternative Credit & Income Fund (Offshore) I, Ltd., Calamos Aksia Private Equity (Offshore),
Ltd., and Calamos Aksia Private Equity (Offshore) I, Ltd. These feeder funds provide access to Calamos Aksia
Alternative Credit & Income Fund, and Calamos Aksia Private Equity Ltd. to non-US investors.
CUSTODY FEES
Calamos does not maintain custody of account assets except in relation to its role as General Partner to several
private funds. See Item 15. Rather, you must establish a custody account with an unaffiliated custodian. Your
custodian will charge you fees for providing custody services for the assets held by them.
OTHER FEES OR EXPENSES
In addition to the fees and expenses described in the foregoing section, you will also pay costs such as brokerage
commissions and equivalents, markups and markdowns, transaction fees, custodial fees, transfer taxes, wire
transfer fees, and other fees and taxes charged to brokerage accounts and securities transactions, which are in
addition to the advisory fee collected by Calamos (See Item 12 for more details).
Open-end mutual funds, closed-end funds, ETFs, interval funds and UCITS are subject to various fees and expenses,
including administrative, custody and other fees that are borne by investors. These fees are disclosed in the fund’s
prospectus and financial filings.
As noted above, any taxes incurred are in addition to the advisory fee collected by Calamos, and you should
understand that the purchases and sales of the securities, including those resulting from reallocation or
rebalancing of your account, may be taxable events.
COMPENSATION
Compensation for investment professionals includes a base salary and an annual discretionary cash bonus (driven
by investment or portfolio, company and individual performance). Senior level investment professionals are also
eligible for discretionary Long-Term Incentive (“LTI”) awards based on individual and collective performance,
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however these awards are not guaranteed from year to year. The LTI program is a Mutual Fund Incentive Award
with awarded amounts deemed to be invested in one or more funds managed, or selected, by such professional,
and the value of the company, which vest and are paid in installments over a three-year period following the grant
of such LTI award.
The compensation structure for portfolio managers generally does not differentiate between the funds or other
accounts managed by the portfolio managers, and is determined as described above, with the exception of the
compensation for the portfolio manager for Calamos Phineus Long/Short Fund and the portfolio managers of the
Calamos Sustainable Equities Team.
In addition to the compensation described above in the first paragraph of this section, the Phineus Long/Short
Fund portfolio manager may earn bonus payments related to the asset levels within the Calamos Phineus
Long/Short Fund. He does not receive additional bonus payments for the other portfolios and strategies he
manages, therefore the portfolio manager is incentivized to favor Calamos Phineus Long/Short Fund over other
Calamos portfolios and strategies.
In addition to the compensation described above in the first paragraph of this section, the portfolio managers of
the Calamos Sustainable Equities Strategies are eligible to receive a percentage of the “Net Contribution Margin”
which is defined as management fees received with respect to the assets managed by the portfolio managers
minus expenses.
To mitigate the conflict of preferentially allocating investment opportunities, CAL has in place policies and
procedures designed to allocate investment and trading opportunities among similarly situated clients on a fair
and equitable basis over time.
Item 6: Performance-Based Fees and Side-By-Side Management
PERFORMANCE-BASED FEES
Calamos or an affiliate may receive performance-based or incentive fees from you or funds in which you invest.
A performance fee arrangement creates an incentive for the portfolio manager to make investments that are
riskier or more speculative than would be the case in the absence of performance fees. A performance fee
arrangement may result in increased compensation to the co-portfolio managers from such accounts due to
unrealized appreciation as well as realized gains in the client’s account; therefore, Calamos has an incentive to
favor such accounts.
Calamos is the adviser to two mutual funds that make fee adjustments based on fund performance. The Calamos
International Growth Fund and the Calamos Global Equity Fund each pay a base fee, subject to possible adjustment
based on the fund’s performance, as described in the fund’s prospectus. The payment and calculation of the
performance adjustment is subject to the ultimate supervision of the board of trustees of the funds, Calamos will
receive a positive performance adjustment even if the fund has a negative return over a performance
measurement period if it otherwise outperforms its respective index during that period.
A portfolio manager will be faced with a conflict of interest when allocating investment opportunities, given the
possibility of greater fees from accounts that pay performance-based fees as opposed to accounts that do not pay
performance-based fees.
To the extent that Calamos receives performance fees, allocations or otherwise receives higher performance fees,
allocations or investment management fees from a client than it does with respect to clients generally, Calamos
will have an economic incentive to allocate additional resources or investment professionals to such client and, to
the extent such resources are limited, away from other clients.
To address these types of conflicts, we have adopted policies and procedures that promote the allocation of
investment opportunities in a manner consistent with our obligations as an investment adviser. See Item 12 for
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additional information on our trade allocation procedures. To further manage these types of conflicts, we have
implemented policies and procedures, discussed in greater detail below, that are designed in part to manage and
mitigate the potential conflicts arising from the management of traditional investment portfolios alongside
alternative investment portfolios, including conflicts arising from differences in fee structures.
SIDE-BY-SIDE MANAGEMENT
Management of multiple portfolios gives rise to conflicts of interest. These include, for example, conflicts among
investment strategies, conflicts in the allocation of investment opportunities, or conflicts due to different fees.
Some accounts have higher fees than others. Fees charged to clients differ depending upon a number of factors
including, but not limited to, the particular strategy, the size of the portfolio being managed, the relationship with
the client, the service requirements, or the account type (e.g., separately managed accounts). Based on these
factors, a client may pay higher fees than another client in the same strategy. Also, clients with larger assets under
management generate more revenue for CAL than smaller accounts. These differences give rise to a conflict that
a portfolio manager may favor the higher fee-paying account over the other or allocate more time to the
management of one account over another.
Also, Calamos serves as an adviser to long-only accounts, accounts that execute short sales, and a long/short
account. Calamos sells short securities in a long-short account while oftentimes holding long the same security in
another account. In this case, we could harm the performance of the long-only accounts for the benefit of accounts
that execute short sales, which may include performance-based fee accounts. For example, continually selling a
position short may depress the stock price, which would harm a long-only account holding the same security.
As noted above (See Item 5) the portfolio manager for Calamos Phineus Long/Short Fund is incentivized to favor
this fund over the other accounts he manages.
To manage these conflicts, we have implemented Side-by-Side Management policies and procedures designed to
set out specific requirements regarding the side-by-side management of traditional investment portfolios (e.g.,
long-only portfolios) and alternative investment portfolios, including without limitation, those associated with any
differences in fee structures, investments in the alternative investment portfolios by Calamos or its employees and
trading-related conflicts including conflicts of interest that may also be raised when Calamos investment teams
take conflicting (i.e., opposite direction) positions in the same or related securities for different accounts. In
addition, we have established a Side-by-Side Management Committee that seeks to ensure that such conflicts are
reviewed and managed appropriately.
Item 7: Types of Clients
Calamos provides investment management services to:
institutional clients such as corporations and financial institutions;
registered investment companies, open-end funds, or mutual funds;
closed-end funds, including interval funds;
charitable institutions, foundations and endowments;
corporate pensions, profit sharing and other retirement plans;
•
•
•
•
•
• municipalities;
•
individuals;
• Taft-Hartley plans; and
• pooled investment vehicles, including limited partnerships.
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Item 8: Methods of Analysis, Investment Strategies and Risk of Loss
METHODS OF ANALYSIS
We believe our competitive advantage or value as an investment manager is our ability to evaluate businesses
strategically by marrying top-down insights with rigorous bottom-up fundamental research. We employ an active,
high-conviction investment approach to building portfolios. A collaborative team-managed approach allows us to
fully evaluate all elements of an investment idea. Top-down perspective, proprietary fundamental research and
risk-management drive the portfolio construction process across all strategies.
Our investment organization is structured so that each portfolio management team maintains a dedicated focus
on their area of expertise, while drawing on our shared perspectives. We believe this focus on specialization is
essential because the diverse investment strategies that we offer require distinct skill sets to capitalize on
investment opportunities.
For certain Funds, CAL takes sustainability factors into account when making investment decisions. Chaired by John
P. Calamos, Sr., the Calamos Investment Committee establishes our firm’s top-down views on the macro
environment, market direction, country/sector positioning, asset allocation, and secular/cyclical themes. The
Investment Committee is also responsible for reviewing portfolio risk metrics, positioning, and investment
performance across strategies, as well as recommending enhancements to the investment process.
Our bottom-up research utilizes both qualitative and quantitative criteria. Quantitative research provides a starting
point that allows us to target investment candidates for deeper qualitative analysis.
To meet the diverse investment requirements of clients, we offer a range of investment strategies, including
equity, convertible, fixed income, global, alternative and sustainable strategies.
Risk management is a shared function across the investment team undertaken by the co-portfolio managers and
research analysts on a daily basis as we analyze risk at the issuing company, security and portfolio levels as well
as across our investment firm. Our strategies also benefit from the contributions of a dedicated team focused on
risk management. See also Risk Factors below.
INVESTMENT PROCESS: ALTERNATIVES
Global Long/Short
The long/short investment process is led by a macro top-down and fundamental bottom-up approach that seeks
long and short opportunities in worldwide markets as well as in companies that exhibit enduring (on the long side)
or eroding (on the short side) franchise value.
The investment process is global, fundamental and incorporates a blend of top-down and bottom-up
considerations. The approach emphasizes: 1) a comprehensive assessment of what drives share prices; 2) how
companies and industries are analyzed; and 3) the flexible management of style, capitalization and country factors.
While the approach is primarily derived from the team’s assessment of corporate and economic fundamentals, all
investment styles are considered depending upon a company’s business model, prevailing market conditions and
the economic cycle.
Central to the philosophy is a rigorous and collaborative process of fundamental research on companies and
industries. This includes proprietary and independent research as well as analysis of publicly available
information. The approach emphasizes: 1) a multi-year perspective of corporate prospects; 2) the ability to
incorporate a global perspective when analyzing companies’ fundamentals; and 3) analytical breadth and lateral
thinking when judging technological shifts and their impact upon business models.
While investments are rarely sourced only on the basis of a macro view, the process is alert to macro risks as well
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as rotational, liquidity, correlation and other risks. Quantitative tools are used to monitor the exposure to style
and other common risk factors.
The portfolio aims to achieve its investment objective primarily by investing globally in publicly listed equity
securities of issuers that operate in the knowledge-based sectors such as technology, communications and media,
as well as financial services and healthcare, and other investment vehicles, including exchange-traded funds
(“ETFs”) that track or otherwise provide exposure to such sectors. We believe the heterogeneous, disruptive and
volatile nature of many of these sectors are well suited for long/short equity investing. Other sectors are
considered if, in our opinion, such long and short exposures have favorable potential for contributing value
including areas traditionally considered to be more cyclically oriented including, but not limited to, industrials,
energy and commodities. The strategy may maintain long and short positions through the use of derivative
instruments such as options, futures and forward contracts. The strategy may also invest in cash and equivalents.
Market Neutral Income
For our Market Neutral Income, Hedged Equity, Convertible Arbitrage and Merger strategies, the team employs a
combination of rigorous quantitative and fundamental research to evaluate securities that may offer compelling
hedging opportunities. The team’s analysis of volatility, valuation research, and the identification of market
mispricing or dislocations lead to investment ideas in the convertible arbitrage portion of alternative strategies.
Analysis of valuation, correlation, tracking error and volatility pricing are utilized in the hedged equity portion.
Alternative Strategies
Strategies that go beyond the traditional ways of investing. These strategies tend to behave differently than
typical stock and bond investments and may provide broader diversification, reduce risk, and enhance returns.
Phineus Long/Short Strategy – A fundamental, global process that incorporates a blend of top-down and
bottom-up considerations as the adviser employs a flexible asset allocation across the global equity
universe. The strategy allows for all investment styles (growth, value, etc.) to be considered.
Market Neutral Income – A lower volatility strategy that invests in convertible arbitrage and hedged equity
strategies. Convertible arbitrage includes the purchase of convertible securities and the shorting of stock
related to the underlying equity of the convertible holding. Hedged equity includes a broadly diversified
portfolio of U.S. common stock as well as the writing (or sale) of index call options and/or entering into
other option strategies on equity securities and/or broad-based indices.
Hedged Equity – A lower volatility, U.S. equity strategy that invests in a broadly diversified portfolio of U.S.
common stock while also writing (selling) index call options and/or entering into other option strategies
on equity securities and/or broad based indices.
Convertible Arbitrage - A strategy that seeks capital preservation by generating absolute returns to equity
and fixed income markets.
Merger Arbitrage - An absolute return strategy that focuses on identifying risk-adjusted opportunities to
capture the “spread” in pending merger, takeover and other corporate reorganizations, with the goal of
profiting from the timely completion of these transactions.
Structured Protection – Strategies that utilize options-based strategies to deliver upside participation up
to a stated cap with significant downside protection over pre-determined outcome periods and are offered
for various underlying equity index exposures.
Closed-End Arbitrage – A strategy that seeks to pay high current income with the potential to deliver
capital appreciation through investments in discounted closed-end funds that are believed to be
positioned to benefit from narrowing discounts.
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INVESTMENT PROCESS: CONVERTIBLES & EQUITY
Our strategies pair bottom-up fundamental research with our top-down analysis of secular themes, macro trends
and other factors. Our strategies benefit from a team-based approach and decades of experience. While we view
ourselves as fundamental investors, our research blends both qualitative and quantitative analysis, with the latter
helping to frame and focus our deeper fundamental research. Before investing, we carefully consider a security's
impact on a portfolio's industry and sector allocations, referencing our macroeconomic outlook and thematic
considerations. We also utilize quantitative analysis to help us more efficiently analyze fundamental and market
dynamics.
Since our founding in the 1970s, our capabilities have included comprehensive capital structure research. We
believe this experience is a key differentiator that can help us identify the most compelling opportunities from a
risk/reward standpoint and the market dynamics affecting pricing and risk. Company analysis includes identifying
opportunities from a bottom-up perspective. The end goal is to determine the economic value of a company. We
evaluate the overall attractiveness of a business—how fast its market is growing, the company’s distinctive
competitiveness and the ability to grow its market share and improve its profitability. We analyze a business as
would a buyer of the entire company; this involves developing an investment thesis that incorporates growth
drivers, potential risks and valuations. Once we understand the value of a business, we seek to determine the value
of each security across the company's capital structure and closely analyze each security's upside and downside
potential.
Our research process lends itself to identifying investment opportunities with a variety of characteristics whether
companies that offer above average and sustainable growth potential or more stable companies (e.g., those that
are effective stewards of capital with quality management) that are undervalued by the market but have a near-
term catalyst that we believe can move their security prices higher. Additionally, we incorporate our own credit
analysis as part of our convertible research process as well as part of our capital structure research.
Convertible Strategies
Strategies that seek to pursue equity market upside with potentially less downside than an all-equity portfolio, by
investing primarily in convertible securities.
Global Convertible – A global convertible strategy that seeks to leverage our capital structure research by
investing in convertible securities in an effort to generate consistent alpha and manage downside volatility.
U.S. Convertible – A U.S. convertible strategy that seeks to leverage our capital structure research by
investing in convertible securities in an effort to generate consistent alpha and manage downside volatility.
Equity Sensitive Convertible – A U.S. convertible strategy that seeks to deliver total returns through capital
appreciation and current income, by investing largely in a portfolio of US convertible securities exhibiting
a high level of equity sensitivity.
80/20 Convertible – A U.S. convertible strategy that seeks to leverage our capital structure research by
investing in convertible securities in an effort to generate consistent alpha and manage downside volatility.
The strategy invests primarily in U.S. convertible securities and may hold up to 20% in equities.
80/20 Global Convertible – A global convertible strategy that seeks to leverage our capital structure
research by investing in convertible securities in an effort to generate consistent alpha and manage
downside volatility. The strategy invests primarily in U.S. and non-U.S. convertible securities and may hold
up to 20% in equities.
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Equity Strategies
We offer strategies that seek capital appreciation by investing in a range of global companies of various market
capitalizations.
Dividend Growth - an actively managed strategy which primarily invests in dividend-paying common and
preferred stocks.
Enhanced Alpha – A primarily U.S. large-capitalization strategy that will tactically invest in a mix of
defensive or growth-oriented businesses based on the adviser’s probability weightings of which style will
outperform over the near term.
Small Cap Growth – An equity strategy that seeks investments in small-capitalization companies that have
sound growth potential.
SMID Growth – An equity strategy that seeks investments in small- and mid-capitalization companies that
have sound growth potential.
U.S. All Cap Growth – A primarily U.S. all-cap growth equity strategy that invests in the common stock of
growth companies.
U.S. Large Growth – A large-cap growth equity strategy that seeks capital appreciation by primarily
investing in stocks of U.S. large cap companies.
U.S. Mid Cap Growth – A mid-cap growth equity strategy that invests primarily in the common stocks of
U.S. mid-capitalization companies in high-growth industries.
U.S. Opportunities – An actively managed, primarily U.S. strategy that seeks to leverage our capital
structure research by investing in equities and equity-sensitive securities in an effort to generate
consistent alpha and manage downside volatility.
U.S. Select Equity – A strategy that seeks total return through capital appreciation and income by primarily
investing in U.S. large cap companies.
U.S. Select Equity Growth - The Strategy will primarily invest in U.S. large cap companies, typically with
market capitalizations of at least $15 billion.
U.S. Select Equity Leaders – A strategy that primarily invests in U.S. large cap companies that are leaders
in their industries. Through extensive analysis, Leaders are generally characterized as companies that have
attributes such as high quality, trusted franchises which include those with superior business models, large
moats (competitive advantages), proven balance sheets, and management with a history of success in
execution of business strategy. These companies are well-positioned to successfully navigate through
volatile markets and thrive during economic growth.
US Select Tech Plus - The Strategy will primarily invest in companies in which the team believes have, or
will develop, products, processes or services that will provide or benefit significantly from technological
advances and improvements.
INVESTMENT PROCESS: FIXED INCOME
For our fixed income portfolios, rigorous proprietary analysis drives fundamental security selection. Co-portfolio
managers, analysts, and traders work collaboratively to execute a fundamental, research-based bottom-up
investment process. Analysis encompasses a range of factors, including industry positioning, modeling of cash flow,
balance sheet projections and full capital structure analysis. We also focus on the pricing of risk. In our portfolio
construction process, we establish a risk framework and identify performance drivers, considering industry and
company diversity and portfolio characteristics, among many factors. Portfolio construction also reflects our macro
perspectives and liquidity analysis. We monitor strategies continually to ensure that returns are being generated
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from intended risks. Our monitoring includes daily attribution at credit quality, industry and security levels, as well
as spread and interest rate risk and scenario analysis. In addition to qualitative analysis and proprietary tools, the
team utilizes quantitative third-party tools and services in the selection and surveillance of securities.
Fixed Income Strategies
Strategies that provide a focus on income and capital preservation by investing in both taxable and non-taxable
fixed income of various maturities and credit ratings.
Dynamic Intermediate Tax-Efficient – A fixed income strategy that invests in investment grade securities
with maturities of 10 years or less.
High Income Opportunities – A total return high-income debt strategy that invests in a broad universe of
high-yield corporate debt and higher-yielding convertible securities.
High Quality U.S. Corporate – A strategy that seeks to achieve total return, consistent with preservation
of capital and prudent investment management, through income earned on investments, plus capital
appreciation, by investing in diversified portfolios of fixed-income U.S. corporate debt instruments.
Intermediate Term Tax-Advantaged SMA – A strategy that seeks tax-advantaged investment income,
consistent with preservation of capital and prudent investment management by primarily investing in a
broad range of U.S. dollar-denominated short and intermediate maturity, investment grade fixed income
securities, including municipal bonds, corporate bonds, treasuries, agencies, mortgage-backed securities
and asset-backed securities.
Intermediate Term Taxable Bond SMA– A strategy that seeks a high level of current income without undue
risk to principal by investing primarily in a broad range of investment-grade debt securities.
Preferred Securities – A strategy that seeks to deliver total return through high current income and capital
appreciation by primarily investing in issues of preferred and debt securities issued by U.S. and non-U.S.
companies.
Short Term Bond– A strategy that primarily invests in a broad range of investment-grade debt securities
that have a dollar-weighted average portfolio maturity of three years or less.
Short Term Taxable Bond SMA – A strategy that seeks to provide a high level of current income consistent
with preservation of capital by investing in a broad range of investment-grade debt securities.
Short Term Tax-Advantaged SMA – A strategy that seeks tax-advantaged investment income, consistent
with preservation of capital and prudent investment management by primarily investing in a broad range
of U.S. dollar-denominated short and intermediate maturity, investment grade fixed income securities,
including municipal bonds, corporate bonds, treasuries, agencies, mortgage-backed securities and asset-
backed securities.
U.S. Core Plus Fixed Income– A primarily investment grade total return strategy that seeks preservation of
capital and prudent investment management, through income earned on a broad universe of debt
instruments, plus capital appreciation.
INVESTMENT PROCESS: GLOBAL
The global team’s investment process incorporates top-down thematic and macroeconomic analysis, along with
fundamental, bottom-up research. Analysis conducted by our Investment Committee, Co-CIOs, and research
professionals helps to inform the broad macroeconomic and thematic framework and provides a perspective on
global risk factors and investment opportunities. Research analysts conduct rigorous company reviews, leveraging
both quantitative tools to narrow the global opportunity set, and fundamental research to determine the
attractiveness of the investment opportunity and to evaluate the securities across a company’s capital structure.
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Risk and return expectations (upside/downside) are established through a cash flow return on investment and
economic profit framework, with inputs derived from the analysts.
Global Strategies
Emerging Economies – A risk-managed, emerging market strategy that seeks exposure to emerging
economies by investing in securities of companies in those markets.
Global Growth – A global all-cap growth equity strategy that invests in the common stocks of global growth
companies.
Global Opportunities – An actively managed global strategy that seeks to leverage our capital structure
research by investing in equities and equity-sensitive securities of global companies in an effort to generate
consistent alpha and manage downside volatility.
International Growth - A principally non-U.S. all-cap equity strategy that invests in the common stocks of
growth companies based outside of the United States.
International Growth Concentrated – Focuses on non-U.S. all-cap equity strategy that invests in a
concentrated number, generally 35-45 holdings, of common stocks of growth companies based outside of
the United States.
International Small Cap Growth – An actively managed, non-U.S. small cap strategy that invests primarily
in the common stock of small capitalization companies based outside the U.S.
INVESTMENT PROCESS: ESG & SUSTAINABLE INVESTING
The Sustainable Investing team utilizes a proprietary sustainability rating system, considering both quantitative and
qualitative factors, to identify responsible, engaged companies. The Sustainable Investing team believes that a
company’s understanding of material ESG indicators demonstrates the qualities of innovation and leadership that
create a distinct competitive advantage and build long-term value. The Sustainable Investing team considers a
company's position on various factors such as ecological limits, environmental stewardship, environmental
strategies, stance on human rights and equality, societal impact as well as its corporate governance practices. The
Sustainable Investing Team conducts fundamental research to find issuers with attractive financial and
sustainability attributes. In conducting fundamental research, the Sustainable Investing team combines traditional
investment information with its proprietary three-tiered research process to identify investments which it believes
promote certain environmental and/or social characteristics. The firm believes that this creates a complete picture
of how each issuer behaves commercially and how it deals with existing and emerging sustainability risks and
opportunities. The three-tiered sustainability process consists of: 1) exclusionary screens; 2) materiality
assessments and 3) environmental and social impact scoring. The Sustainable Investing team utilizes a range of
data sources as part of its proprietary sustainability ratings system. These data sources may include, but are not
limited to: corporate disclosures, third party research providers (e.g., MSCI ESG, Bloomberg etc.), NGOs and non-
profits (e.g., Greenpeace, Friends of Earth etc.), academic publications, news services and memberships.
Exclusionary Screens: The Sustainable Investing team’s philosophy and process results in certain industries and
business activities that are too environmentally risky or present social outcomes that are too unattractive to
warrant investment consideration and are avoided, they are: Agricultural Biotechnology, Alcohol, Animal Testing,
Fossil Fuels, Gambling, Metals & Mining, Nuclear Energy, Tobacco and Weapons. The firm will generally exclude a
company from investment consideration to the extent the company derives revenue or profits that exceed 5% in
the particular industry or business activity.
Materiality Assessment: The Sustainable Investing team then applies third-party materiality mapping tools
combined with its own insights and emphasis on environmental and social leadership to develop materiality theses,
which enable the firm to identify and analyze the key ESG risks/opportunities for a particular Industry.
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Environmental and Social Scoring: Overlaying these top-down and bottom-up approaches, the Sustainable
Investing team then utilizes a proprietary sustainable investment scoring system, which considers both quantitative
and qualitative factors, to identify investments for the Fund. This scoring system considers an issuer's position in
respect of various environmental and social characteristics, including product contribution to a sustainable
economy; product lifecycle innovation; operational efficiencies; inclusive finance; ensuring health and providing
basic services.
The Sustainable Investing team will seek to engage with issuers on sustainability matters at the time of investment
and may do so periodically thereafter. ESG engagement may occur during initial research and analysis, as an aspect
of ongoing maintenance, and/or informing divestment or further allocation decisions. Engagement is carried out
through letters/emails, phone calls, site visits, conferences and investor coalitions, however, issuers may not be
willing or able to engage on these matters. To the extent that the firm engages with issuers, such engagements
may not achieve the desired financial or social result.
The Sustainable Investing team may sell stocks for several reasons, including when the stock no longer meets its
sustainability criteria or when the security declines in value or is overvalued and no longer reflects the investment
thesis defined by the firm.
The Sustainable Investing team seeks certain traditional business qualities in each of the companies it considers for
the Clients, such as:
• A history of innovation and competitiveness;
• Products and services that meet important needs;
• Strong market position and the potential for sustained long-term growth;
• Above-average business fundamentals with attractive margins; and
• An ability to manage ecological constraints in an innovative and resource efficient matter and an ability
to manage environmental risk and opportunity efficiently.
ESG & Sustainable Strategies
Global Sustainable Equities – An actively managed, globally focused strategy that seeks to achieve long-
term capital appreciation. The Strategy invests primarily in the common stock of companies around the
world that excel at managing environmental risks and opportunities, societal impact and corporate
governance (ESG) factors and exhibit attractive financial attributes and competitive advantages.
International Sustainable Equities – An actively managed, international focused strategy that seeks long-
term capital appreciation. The Strategy invests primarily in the common stock of companies based outside
the U.S. that excel at managing environmental risks and opportunities, societal impact and corporate
governance (ESG) factors and exhibit attractive financial attributes and competitive advantages.
U.S. Sustainable Equities – An actively managed, U.S. focused strategy that seeks long-term capital
appreciation. The Strategy invests primarily in the common stock of companies in the U.S. that excel at
managing environmental risks and opportunities, societal impact and corporate governance (ESG) factors
and exhibit attractive financial attributes and competitive advantages.
RISK FACTORS
All investment programs carry the risk of loss and there is no guarantee that any investment strategy will meet its
objective. Considering risk of loss is a key aspect of our investment approach. Depending on the types of strategies
you invest in, you may face the following investment risks:
Alternative Strategy Risk: Alternative investment strategies are speculative and entail substantial risks.
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The investment practices of these strategies could result in substantial losses. There can be no assurance
that the alternative strategies will be profitable or the investment objective will be achieved.
American Depository Receipts (“ADRs”) Risk: Positions in ADRs are not necessarily denominated in the
same currency as the common stocks into which they may be converted. ADRs are receipts typically
issued by an American bank or trust company evidencing ownership of the underlying securities.
Generally, ADRs, in registered form, are designed for the U.S. securities markets. An account may invest
in sponsored or unsponsored ADRs. In the case of an unsponsored ADR, a portfolio is likely to bear its
proportionate share of the expenses of the depository and it may have greater difficulty in receiving
shareholder communications than it would have with a sponsored ADR.
Asset-Backed and Mortgage-Backed Securities Risk: Asset-backed securities represent interests in pools
of mortgages, loans, receivables, or other assets. Mortgage-backed securities are a type of asset-backed
security that represents direct or indirect participations in, or are collateralized by and payable from,
mortgage loans secured by real property. Payment of interest and repayment of principal may be largely
dependent upon the cash flows generated by the assets backing the securities and, in certain cases,
supported by letters of credit, surety bonds, or other credit enhancements.
Asset-backed securities differ from conventional debt securities because principal is paid back over the life
of the security rather than at maturity. A strategy may receive unscheduled prepayments of principal
before the security’s maturity date due to voluntary prepayments, refinancing, or foreclosures on the
underlying mortgage loans, which would result in a loss of anticipated interest and a portion of its principal
investment represented by any premium the strategy may have paid. Generally, rising interest rates tend
to extend the duration of fixed rate mortgage-backed securities, making them more sensitive to changes
in interest rates. As a result, in a period of rising interest rates, if a strategy holds mortgage-backed
securities, it may exhibit additional volatility. This is known as extension risk. In addition, adjustable and
fixed rate mortgage-backed securities are subject to prepayment risk. When interest rates decline,
borrowers may pay off their mortgages sooner than expected. This can reduce the returns of a strategy
because the strategy may have to reinvest that money at the lower prevailing interest rates. A strategy’s
investments in other asset-backed securities are subject to risks similar to those associated with mortgage-
backed securities, as well as additional risks associated with the nature of the assets and the servicing of
those assets. Asset-backed securities may not have the benefit of a security interest in collateral
comparable to that of mortgage assets, resulting in additional credit risk. In the event of a default, a
strategy may suffer a loss if it cannot sell collateral quickly and receive the amount it is owed. Asset-backed
securities also may be subject to increased volatility and may become illiquid and more difficult to value
even when there is no default or threat of default due to market conditions impacting asset-backed
securities more generally.
Asset-backed security values also may be affected by other factors including changes in interest rates, the
availability of information concerning the pool and its structure, the creditworthiness of the servicing agent
for the pool, the originator of the loans or receivables, or the entities providing the credit enhancement.
If a strategy purchases asset-backed or mortgage-backed securities that are “subordinated” to other
interests in the same pool of assets, the strategy as a holder of those securities may only receive payments
after the pool’s obligations to other investors have been satisfied. For example, an unexpectedly high rate
of defaults on the mortgages held by a mortgage pool may limit substantially the pool’s ability to make
payments of principal or interest to the strategy as a holder of such subordinated securities, reducing the
values of those securities or in some cases rendering them worthless. Certain mortgage-backed securities
may include securities backed by pools of mortgage loans made to “subprime” borrowers or borrowers
with blemished credit histories; the risk of defaults is generally higher for mortgage pools that include such
subprime mortgages. Moreover, instability in the markets for mortgage-backed and asset-backed
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securities, as well as the perceived financial strength of the issuer and specific restrictions on resale of the
securities, may affect the liquidity of such securities, which means that it may be difficult (or impossible)
to sell such securities at an advantageous time and price. As a result, the value of such securities may
decrease and the strategy may have to hold these securities longer than it would like, forgo other
investment opportunities, or incur greater losses on the sale of such securities than under more stable
market conditions. Furthermore, instability and illiquidity in the market for lower-rated mortgage-backed
and asset-backed securities may affect the overall market for such securities, thereby impacting the
liquidity and value of higher-rated securities. This lack of liquidity may affect a strategies’ NAV and total
return adversely during the time the strategy holds these securities.
Business Risk: These risks are associated with a particular industry or a particular company within an
industry. For example, oil-drilling companies depend on finding oil and then refining it, a lengthy process,
before they can generate a profit. They carry a higher risk of profitability than an electric company, which
generates its income from a steady stream of customers who buy electricity no matter what the economic
environment is like.
Credit Risk: Credit risk is the possibility that an issuer of a fixed-income security will fail to make timely
interest and principal payments on its securities or that negative market perceptions of the issuer’s ability
to make such payments will cause the price of that security to decline. All fixed-income securities from the
highest quality to the very speculative, have some degree of credit risk. A strategy accepts some credit risk
as a recognized means to enhance investors’ return. To the extent a strategy invests in government
securities, credit risk will be limited.
When evaluating potential investments for a strategy, we independently assess credit risk and its potential
impact on the strategy’s portfolio. In addition, the credit rating agencies may provide estimates of the
credit quality of the securities. The ratings may not take into account every risk that interest or principal
will be repaid on a timely basis. Lower credit ratings typically correspond to higher credit risk and higher
credit ratings typically correspond to lower perceived risk. Credit ratings do not provide assurance against
default or other loss of money. We may attempt to minimize a strategies’ overall credit risk by: (1) primarily
investing in fixed-income securities considered at least investment grade at the time of purchase; and/or
(2) diversifying the strategies’ investments across many securities with slightly different risk characteristics
and across different economic sectors and geographic regions. If a random credit event should occur, such
as a default, a strategy generally would suffer a smaller loss than if the strategy were concentrated in
relatively large holdings with highly correlated risks.
Cryptocurrency Risk: Investment in cryptocurrencies carries substantial risks, including but not limited to
extreme price volatility, potential market manipulation, regulatory uncertainty, cybersecurity
vulnerabilities, and limited investor protections. The value of cryptocurrencies can experience rapid and
significant fluctuations within short time periods, potentially resulting in substantial losses. These digital
assets operate on novel technologies that may be subject to technical failures, hacking incidents, or
protocol vulnerabilities. Additionally, cryptocurrency exchanges and storage solutions may be susceptible
to security breaches, potentially leading to loss of assets. The regulatory landscape for cryptocurrencies
remains evolving and uncertain across jurisdictions, which could impact their legality, trading, and value.
Market manipulation through practices such as "pump and dump" schemes, wash trading, and
coordinated buying or selling may be more prevalent due to limited oversight. Furthermore,
cryptocurrency transactions are generally irreversible, and there may be limited recourse in cases of fraud
or theft.
Currency Risk: Overseas investments are subject to fluctuations in the value of the dollar against the
currency of the investment’s originating country. This is also referred to as exchange rate risk.
Continuing uncertainty as to the status of the Euro and the European Monetary Union (“EMU”) and the
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potential for certain countries to withdraw from the institution has created significant volatility in currency
and financial markets generally. Any partial or complete dissolution of the EMU could have significant
adverse effects on currency and financial markets, and on the values of the fund’s portfolio investments.
Cybersecurity Risk: With the increased use of technologies such as the Internet to conduct business, a
portfolio is susceptible to operational, information security and related risks. In general, cyber incidents
can result from deliberate attacks or unintentional events and are not limited to; gaining unauthorized
access to digital systems, misappropriating assets or sensitive information, corrupting data, or causing
operational disruption, including denial-of-service attacks on systems or networks. Cybersecurity failures
or breaches by a third-party service provider and the issuers of securities in which the portfolio invests,
have the ability to cause disruptions and impact business operations, potentially resulting in: financial
losses, the inability to transact business, violations of applicable privacy and other laws, regulatory fines,
penalties, reputational damage, reimbursement or other compensation costs, and/or additional
compliance costs, including the cost to prevent and respond to cyber incidents.
Calamos has established policies and procedures relative to cybersecurity, has worked closely with our
third-party providers including system’s vendors to seek to mitigate the risks of cybersecurity breaches,
and has implemented controls to prevent breaches to our systems and infrastructure. While these controls
are continually reviewed and enhanced based on our experience to-date and technological advancements,
the methods and techniques by which unauthorized access is gained are also continually becoming more
complex and sophisticated. Therefore, no assurances can be made that the controls Calamos has in place
will be adequate in protecting client data from either deliberate or inadvertent cyber breaches, including
the risk that Calamos may not be able to detect a cybersecurity breach.
Derivatives Risk: Options, futures and other derivatives involve risks and are not suitable for everyone.
Such trading can be speculative in nature and carry substantial risk of loss, including the loss of principal.
Emerging Market Country Risk: Some of the exchanges in which a strategy may invest may be less well-
regulated than those in developed markets and may prove to be illiquid, insufficiently liquid or highly
volatile from time to time. This may affect the price at which a strategy may liquidate positions to meet
redemption requests or other funding requirements. Investment in emerging markets may also give rise
to currency risks.
Emerging market countries involve risks such as immature economic structures, national policies
restricting investments by foreigners, and different legal systems. The marketability of quoted shares in
emerging market countries may be limited as a result of wide dealing spreads, the restricted opening of
stock exchanges, a narrow range of investors and limited quotas for foreign investors. Therefore, a strategy
may not be able to realize its investments at prices and times that it would wish to do so. Some emerging
market countries may also have different clearance and settlement procedures, and in certain countries
there have been times when settlements have been unable to keep pace with the volume of securities
transactions, making it difficult to conduct transactions. Costs associated with transactions in developing
country or emerging market country securities are generally higher than those associated with
transactions in developed country securities.
Financial Risk: Excessive borrowing to finance a business’ operations increases the risk of profitability
because the company must meet the terms of its obligations regardless of prevailing economic conditions.
During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a
declining market value.
Fixed Income Risks: Portfolios that invest in fixed income securities are subject to several general risks,
including interest rate risk, credit risk, and market risk, which could reduce the yield that an investor
receives from his or her portfolio. These risks may occur from fluctuations in interest rates, a change to an
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issuer's individual situation or industry, or events in the financial markets.
Foreign (Non-U.S.) Securities Risk: Risks associated with investing in foreign (non-U.S.) securities include
fluctuations in the exchange rates of foreign currencies that may affect the U.S. dollar value of a security,
the possibility of substantial price volatility as a result of political and economic instability in the foreign
country, less public information about issuers of securities, different securities regulation, different
accounting, auditing and financial reporting standards and less liquidity than in U.S. markets.
Frequent Trading and Portfolio Turnover Risk: It is expected that certain strategies will make frequent
trades in securities and other investments. Frequent trades typically result in higher transaction costs. In
addition, these strategies may invest on the basis of short-term market considerations. The turnover rate
within these strategies may be significant, potentially involving substantial brokerage commission and
fees. As a result, it is anticipated that a significant portion of any income or gains in these strategies, if any,
may be derived from ordinary income and short-term capital gains.
Frontier Markets Risk: Investments in frontier markets are subject to a greater risk of loss than
investments in more developed and traditional emerging markets. Frontier markets are more likely to
experience inflation, currency and liquidity risks, political turmoil and rapid changes in economic
conditions than more developed and traditional emerging markets. Frontier markets often have less
uniformity in accounting and reporting requirements, unreliable securities valuation and greater risk
associated with custody of securities.
Futures Risk: Futures are standardized contracts between two parties to buy or sell a specified asset or
index with a standardized quantity for a price agreed upon today with delivery and payment occurring at
a delivery date.
They are negotiated on an exchange acting as an intermediary between parties. A strategy may enter into
futures transactions as either the buyer or seller and may combine them to form a particular trading
strategy. A strategy may use futures for reducing an existing risk.
Futures markets may be highly volatile. To the extent a strategy engages in transactions in futures
contracts, the profitability of the strategy will depend to some degree on the ability of the portfolio
manager or the firm to analyze correctly the futures markets, which are influenced by, among other things,
changing supply and demand relationships, governmental policies, commercial and trade programs, world
political and economic events and changes in interest rates. Moreover, options contracts on futures
involve additional risks including, without limitation, leverage and credit risk vis-à-vis the contract
counterparty.
Futures positions may be illiquid because certain commodity exchanges limit fluctuations in certain futures
contract prices during a single day by regulations or exchanges; or the Commodities and Futures Trading
Commission in the U.S. may suspend trading in a particular contract, order immediate liquidation and
settlement of a particular contract, or order that trading in a particular contract be conducted for
liquidation only.
Geographic Risk: From time to time, based on market or economic conditions, certain strategies could
invest a significant portion of its assets in one country or geographic region. If a strategy does so, there is a
greater risk that economic, political, social and environmental conditions in that particular country or
geographic region will have a significant impact on performance and performance will be more volatile
than the performance of more geographically diversified accounts. The economies and financial markets of
certain regions can be highly interdependent and could decline all at the same time. In addition, certain
areas are prone to natural disasters such as earthquakes, volcanoes, droughts or tsunamis and are
economically sensitive to environmental events. Alternatively, the lack of exposure to one or more
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countries or geographic regions could adversely affect performance.
Growth Investing Risks: Growth companies are generally more susceptible than established companies to
market events and sharp declines in value. Additionally, growth stocks typically lack the dividend yield that
can cushion stock prices in market downturns.
High-Yield Fixed-Income (“Junk Bond”) Securities Risk: Investments in Junk Bonds entails a greater risk
than an investment in higher-rated securities. Although Junk Bonds typically pay higher interest rates than
investment-grade bonds, there is a greater likelihood that the company issuing the Junk Bond will default
on interest and principal payments. In the event of an issuer’s bankruptcy, claims of other creditors may
have priority over the claims of Junk Bond holders, which may leave few or no assets to repay Junk Bond
holders. Junk Bonds are also more sensitive to adverse economic changes or individual corporate
developments than higher quality bonds. During a period of adverse economic changes or including a
period of rising interest rates, companies issuing Junk Bonds may be unable to make principal and interest
payments.
Inactivity Risk: CAL reviews client portfolios on a periodic basis, as described in greater detail in Item 13
below. Depending on the results of those reviews, CAL may determine that changes to a client’s portfolio
are unnecessary. CAL will continue to charge its advisory fees described in Item 5 above regardless of the
level of trading in the client’s account.
Inflation Risk: When any type of inflation is present, a dollar today will not buy as much as a dollar next
year, because purchasing power is eroding at the rate of inflation.
Interest-Rate Risk: The value of fixed-income securities generally decreases in periods when interest rates
are rising. In addition, interest rate changes typically have a greater effect on prices of longer-term fixed-
income securities rather than shorter-term fixed-income securities.
A strategy is subject to the risk that the market value of the bonds in its portfolio will fluctuate because of
changes in interest rates, changes in supply and demand for investment securities, or other market factors.
Bond prices generally are linked to the prevailing market interest rates. In general, when interest rates
rise, bond prices fall; and conversely, when interest rates fall, bond prices rise. The price volatility of a bond
also depends on its duration. Duration is a measure that relates the expected price volatility of a bond to
changes in interest rates. The duration of a bond may be shorter than or equal to the full maturity of a
bond. Generally, the longer the maturity of a bond, the greater is its sensitivity to interest rates. Bonds
with longer durations have more risk and will decrease in price as interest rates rise. For example, a bond
with a duration of three years will decrease in value by approximately 3% if interest rates increase by 1%.
To compensate investors for this higher interest rate risk, bonds with longer maturities generally offer
higher yields than bonds with shorter duration. If interest rates increase, the yield of a strategy may
increase and the market value of the strategies’ securities may decline, adversely affecting the strategies’
net asset value (“NAV”) and total return. If interest rates decrease, the yield of a strategy may decrease
and the market value of the strategies’ securities may increase, which may increase the strategies’ NAV
and total return.
Leverage Risk: Certain strategies and/or funds/portfolios have the power to borrow funds and utilize
leverage through various methods (including margin, futures and swaps), and may do so when deemed
appropriate by the portfolio management team, including to finance its trading operations, to enhance a
portfolio’s returns and to satisfy withdrawals that would otherwise result in the premature liquidation of
investments. Such leverage, which may be substantial, may be achieved through, among other methods,
purchases of securities on margin and the use of options, futures, forward contracts, repurchase and
reverse repurchase agreements and swaps. The purchase of options, futures, forward contracts,
repurchase agreements, reverse repurchase agreements and equity swaps generally involve little or no
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margin deposit, therefore, providing substantial leverage. Accordingly, relatively small price movements
in these financial instruments may result in immediate and substantial losses to a client’s portfolio.
Portfolios may borrow funds from brokers, banks and other lenders. In some of our strategies and/or
funds, there is no limit on the amount of leverage that may be utilized. The use of leverage can dramatically
magnify both gains and losses, increasing the possibility of a total loss of investment. Trading securities on
margin results in interest charges and, depending on the amount of trading activity, such charges could be
substantial. The level of interest rates generally, and the rates at which portfolios can borrow in particular,
can affect the operating results of those portfolios. Any restriction on the availability of credit from lenders
could adversely affect the portfolio’s performance.
Leverage achieved by a portfolio through margin borrowings requires a portfolio to post collateral with
brokers and counterparties that provide financing to the portfolio. Brokers and counterparties have broad
discretionary authority over valuation of a portfolio’s assets they hold, and the amount of collateral
required. A broker or counterparty may have the right to: (i) reduce the valuation of a portfolio’s assets
they hold, including collateral posted by the portfolio; (ii) require the portfolio to post additional collateral;
and/or (iii) reduce unilaterally the credit extended to a portfolio for a number of reasons, including reasons
that have no bearing on the creditworthiness of the portfolio. Any such action by a broker or counterparty
could lead to a margin call on the portfolio or result in the portfolio having to sell assets at a time when
the portfolio would not otherwise choose to do so. If the portfolio does not meet a margin call in
accordance with the relevant financing agreement, the broker or counterparty may declare the portfolio
in default and liquidate the portfolio’s assets held by the broker or counterparty.
Liquidity Risk: When consistent with a client’s investment objectives, guidelines, restrictions and risk
tolerances, we may invest portions of client portfolios in illiquid securities, subject to applicable investment
standards. Investing in an illiquid (difficult to trade) security may restrict its ability to dispose of
investments in a timely fashion or at an advantageous price, which may limit the ability to take full
advantage of market opportunities.
Management Risks: Calamos’ judgment about the attractiveness, value and potential appreciation of a
particular asset class or individual security in which a strategy invests may prove to be incorrect and there
is no guarantee that the firm’s judgment will produce the desired results.
Market Disruption Risk: Certain events have a disruptive effect on securities markets, including but not
limited to, terrorist attacks, war and other geopolitical events or catastrophes. Calamos cannot predict the
effect of similar events in the future on the U.S. or foreign economies. Equity securities tend to be impacted
more by these events than other types of securities in terms of price and volatility.
Market Risk: The risk that securities will increase or decrease in value is considered market risk and applies
to any security. The market value of your account is expected to fluctuate. If there is a general decline in
the stock market, it is possible your investment may lose value regardless of the individual results of the
companies in which a strategy or fund invests. Further, securities may decline in value or not increase in
value when the market in general is rising.
Non-Diversification Risk: Investments that are concentrated in one or few industries or sectors, or in
particular systemic risk styles such a growth, value, momentum, large/small cap, etc. may involve more
risk than more diversified investments, including the potential for greater volatility.
Other Investment Companies (including ETFs) Risk: Investments in the securities of other investment
companies, including ETFs, may involve duplication of advisory fees and certain other expenses. By
investing in another investment company or ETF, the fund becomes a shareholder thereof. As a result,
fund shareholders indirectly bear the fund’s proportionate share of the fees and expenses indirectly paid
by shareholders of the other investment companies or ETFs, in addition to the fees and expenses fund
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shareholders bear in connection with the fund’s own operations. If the investment company or ETF fails to
achieve its investment objective, the value of the fund’s investment will decline, adversely affecting the
fund’s performance. In addition, closed end investment companies and ETF shares potentially may trade
at a discount or a premium and are subject to brokerage and other trading costs, which could result in
greater expenses to the fund. In addition, the fund may engage in short sales of the securities of other
investment companies. When the fund shorts securities of another investment company, it borrows shares
of that investment company which it then sells. The fund closes out a short sale by purchasing the security
that it has sold short and returning that security to the entity that lent the security.
Other Risks: The alternative investment strategies are speculative and entails substantial risks in addition
to those discussed above. The investment practices of these strategies could result in substantial losses.
There can be no assurance that the alternative strategies will be profitable or the investment objective will
be achieved.
Pandemic Risk: The impact of epidemics and pandemics could greatly affect the economies of many
nations including the United States, individual companies and the market(s). Pandemics may cause
extreme volatility and disruption in both the U.S. and global markets causing uncertainty and risks to
economic growth, etc. Health crises caused by the recent coronavirus outbreak may exacerbate other pre-
existing political, social and economic risks in certain countries and globally. Also, pandemics may result,
as this outbreak of coronavirus has resulted, in closing borders, enhanced health screenings, healthcare
service preparation and delivery, quarantines, cancellation of travel, disruptions to supply chains and
customer activity, as well as general concern and uncertainty.
Portfolio Selection Risk: The value of an investment in a client may decrease if the judgment of CAL about
the attractiveness, value or market trends affecting a particular security, issuer, industry or sector or about
market movements is incorrect.
Portfolio Turnover Risks: Calamos may engage in frequent trading as part of our investment strategy and
thus may experience a high portfolio turnover rate. When a portfolio experiences a high portfolio turnover
rate you may realize significant taxable capital gains as a result, and the portfolio will incur transaction
costs in connection with buying and selling securities, which may lower the portfolio’s return.
Reinvestment Risk: This is the risk that future proceeds from investments may have to be reinvested at a
potentially lower rate of return (i.e. interest rate). This primarily relates to fixed income securities.
Sector Risk: To the extent a client invests a significant portion of its assets in a particular sector, a greater
portion of the client’s performance may be affected by the general business and economic conditions
affecting that sector. Each sector may share economic risk with the broader market, however there may
be economic risks specific to each sector. As a result, returns from those sectors may trail returns from the
overall stock market, and it is possible that a client may underperform the broader market or experience
greater volatility.
Securities Lending Risk: A fund or strategy may lend its portfolio securities to broker-dealers and banks in
order to generate additional income for the fund. Any such loan must be continuously secured by collateral
in cash or cash equivalents maintained on a current basis in an amount at least equal to the market value
of the securities loaned by the fund. In the event of bankruptcy or other default of a borrower of portfolio
securities, a fund or strategy could experience both delays in liquidating the loan collateral or recovering
the loaned securities and losses including: (a) possible decline in the value of the collateral or in the value
of the securities loaned during the period which the fund seeks to enforce its rights thereto; (b) possible
sub-normal levels of income and lack of access to income during this period; and (c) expenses of enforcing
its rights. In an effort to reduce these risks, the investment manager will monitor the creditworthiness of
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the firms to which a fund lends securities. Although not a principal investment strategy, a fund may engage
in securities lending to a significant extent.
Short Positions Risk: A short sale of an instrument entails the theoretical risk of an unlimited increase in
the market price of that instrument, which can in turn result in significant losses to a client. Purchasing
instruments to close out a short position in such instruments can itself cause the price of the instrument
to rise further, increasing losses. Furthermore, a client may be forced to close out a short position in a
security prematurely if a lender of such security demands the return of the security sold short.
Small/Mid Cap Risk: Stocks of small or mid cap companies may have less liquidity than those of larger,
established companies and may be subject to greater price volatility and risk than the overall stock market.
Structured Products Risk: These products often involve a significant amount of risk, as they are often times
based on derivatives. Structured products are not liquid instruments. They are "buy and hold" investments.
Sustainability (ESG) Investing Risks: The sustainability policy or integration procedures could cause it to
perform differently compared to similar funds that do not have such a policy. The application of the
sustainability standards of Calamos Advisors may affect the Fund's exposure to certain issuers, industries,
sectors, and factors that may impact the relative financial performance of the Fund — positively or
negatively — depending on whether such investments are in or out of favor. In executing the Fund's
investment strategy, Calamos Advisors has developed a proprietary sustainability rating system that relies
in part on data provided by third parties. There is no assurance that third-party sustainability data sources
will always be available or that such data will be accurate.
Sustainability (ESG) Policy Risk: The Adviser’s sustainability policy or integration procedures could cause
its accounts or Funds to perform differently compared to similar accounts or Funds that do not have such
a policy. The application of the sustainability standards may affect its exposure to certain issuers,
industries, sectors, and factors that impact financial performance — positively or negatively — depending
on whether such investments are in or out of favor. In executing sustainable investment strategies,
Calamos has developed a proprietary sustainability rating system that is utilized by some investment teams
or in certain investment processes and relies in part on third-party data. There is no assurance that third-
party sustainability data sources will always be available or that such data will be accurate.
Swaps Risk: A strategy may enter into swap agreements with respect to currencies, interest rates and
security indices. There can be no assurance that a liquid secondary market will exist at any specified time
for any particular swap. A strategy may use these techniques for efficient portfolio management purposes
to hedge against changes in currency rates, securities prices, market movements, or as part of such fund’s
overall investment strategy. Whether a strategy’s use of swap agreements for efficient portfolio
management purposes will be successful will depend on our ability to correctly predict whether certain
types of investments are likely to produce greater returns than other investments.
US Treasury Securities Risk: Securities backed by the U.S. Treasury or the full faith and credit of the United
States are guaranteed only as to the timely payment of interest and principal when held to maturity, but
the market prices for such securities are not guaranteed and will fluctuate, including as changes in global
economic conditions affect the demand for these securities.
The above list of risk factors does not purport to be a complete list or explanation of the risks involved in an
investment strategy. You are encouraged to consult your financial advisor, legal counsel and tax professional on
an initial and continual basis in connection with selecting and engaging in the services Calamos provides to you.
In addition, due to the dynamic nature of investments and markets, strategies may be subject to additional and
different risk factors not discussed above. Clients that invest in Calamos Funds, UCITS or private funds should
carefully read the relevant prospectus, financials or offering memorandum for specific information applicable to
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that particular vehicle.
Item 9: Disciplinary Information
We are required to disclose any legal or disciplinary events that are material to your evaluation of our advisory
business or the integrity of our management. Our firm and our management personnel have no reportable
disciplinary events to disclose.
Item 10: Other Financial Industry Activities and Affiliations
As noted in Item 4, our firm is an investment adviser registered with the SEC and a wholly owned subsidiary of
CILLC. Calamos is a diverse financial services organization. In some cases, affiliates of Calamos have business
arrangements with related persons/companies that are material to Calamos’ advisory business or to its clients. In
some cases, these business arrangements create potential conflicts of interest, or the appearance of a conflict of
interest between Calamos and a client. Calamos has policies and procedures in place to identify and mitigate such
conflicts. In addition, Calamos has established a Conflicts of Interest Committee, which has among its
responsibilities the identification and mitigation of such conflicts of interest.
The following is a list of other related parties of the firm:
• Calamos Advisors LLC Master Group Trust Global Opportunities Trust operates for the collective
investment of the assets of domestic pension or profit-sharing trusts.
• Calamos Advisors Trust is a Massachusetts business trust registered under the 1940 Act.
• Calamos Aksia Alternative Credit & Income Fund is a closed-end company, operated as an interval fund,
registered under the 1940 Act.
• Calamos Aksia Alternative Credit & Income Fund (Offshore), Ltd. is a Cayman Islands exempted
company whereby Calamos Advisors LLC serves as the Investment Manager.
• Calamos Aksia Alternative Credit & Income Fund (Offshore) I, Ltd. is a Cayman Islands exempted
company whereby Calamos Advisors LLC serves as the Investment Manager.
• Calamos Aksia Hedge Fund Access Core Alpha LP is a Delaware limited partnership whereby Calamos
Advisors LLC serves as the Investment Manager and General Partner.
• Calamos Aksia Hedge Fund Access Enhanced Alpha LP is a Delaware limited partnership whereby
Calamos Advisors LLC serves as the Investment Manager and General Partner.
• Calamos Aksia Private Eauity LP is a Delaware limited partnership whereby Calamos Advisors LLC serves
as the Investment Manager and General Partner.
• Calamos Aksia Private Eauity (Offshore), Ltd. is a Cayman Islands exempted company whereby Calamos
Advisors LLC serves as the Investment Manager.
• Calamos Aksia Private Eauity (Offshore) I, Ltd. is a Cayman Islands exempted company whereby
Calamos Advisors LLC serves as the Investment Manager.
• Calamos Antetokounmpo Asset Management LLC, a joint venture entity, is an investment adviser
registered with the SEC. Calamos Advisors LLC is a joint venture partner.
• Calamos Antetokounmpo Sustainable Equities Trust, a Delaware statutory trust registered under the
1940 Act.
• Calamos Ares Quant Fund I, LP is a Delaware limited partnership whereby Calamos Advisors LLC serves as
the Investment Manager and General Partner.
• Calamos Asset Management, Inc. is the sole manager of Calamos Investments LLC.
• Calamos Convertible and High Income Fund is a closed-end company registered under the 1940 Act.
• Calamos Convertible Opportunities and Income Fund is a closed-end company registered under the 1940
Act.
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• Calamos Dynamic Convertible and Income Fund is a closed-end investment company registered under the
1940 Act.
• Calamos ETF Trust is a Delaware statutory trust registered under the 1940 Act.
• Calamos Family Partners, Inc. is a private firm in which John P. Calamos, Sr. owns a controlling interest.
• Calamos Financial Services LLC is registered under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), as a limited purpose broker-dealer. Its operations consist primarily of the distribution and
sale of the Calamos Family of Mutual Funds and ETFs. Certain members of CAL’s management team are
registered representatives of Calamos Financial Services LLC.
• Calamos Global Dynamic Income Fund is a closed-end company registered under the 1940 Act.
• Calamos Global Opportunities Fund LP is a Delaware limited partnership whereby Calamos Advisors LLC
serves as the Investment Manager and General Partner.
• Calamos Global Total Return Fund is a closed-end company registered under the 1940 Act.
• Calamos Investments LLC is a holding company. Through its subsidiaries, the firm provides investment
management and distribution related services to its clients.
• Calamos Investment Trust is a Massachusetts business trust registered under the 1940 Act.
• Calamos Long/Short Equity & Dynamic Income Trust is a closed-end company registered under the 1940
Act.
• Calamos Opis LLC is a Delaware limited liability company formed to manage proprietary investments.
• Calamos Partners LLC is a Delaware limited liability company owned by Calamos Family Partners, Inc., and
John S. Koudounis.
• Calamos Private Equity LLC, is a Delaware limited liability company wholly owned by Calamos Investments
LLCand was formed to manage private equity investments.
• Calamos Strategic Total Return Fund is a closed-end company registered under the 1940 Act.
• Calamos Wealth Management LLC is a registered investment adviser that provides wealth management
services, including asset allocation and investment advisory services, to high net worth individuals, family
offices and private foundations.
• CKPE Fund I, LLC, is a private equity fund, owned by Calamos Private Equity LLC, John P. Calamos, Sr., and
John Koudounis, with a focus on real estate asset investments.
• Primacy Business Center LLC is a Delaware limited liability company wholly-owned by Calamos Family
Partners, Inc.
INVESTMENT COMPANIES
Calamos serves as the investment adviser (or as otherwise indicated) to mutual funds, closed-end funds, ETFs,
interval funds and investment manager to UCITS.
Calamos Mutual Funds:
• Calamos Antetokounmpo Sustainable Equities
• Calamos Convertible
• Calamos Dividend Growth
• Calamos Evolving World Growth
• Calamos Global Convertible
• Calamos Global Equity
• Calamos Global Opportunities
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• Calamos Growth
• Calamos Growth and Income
• Calamos Hedged Equity
• Calamos High Income Opportunities
• Calamos International Small Cap Growth
• Calamos International Growth
• Calamos Market Neutral Income
• Calamos Merger Arbitrage
• Calamos Select
• Calamos Phineus Long/Short
• Calamos Short Term Bond
• Calamos Timpani Small Cap Growth
• Calamos Timpani SMID Growth
• Calamos Total Return Bond
Calamos Closed-End Funds:
• Calamos Dynamic Convertible and Income (CCD)
• Calamos Convertible Opportunities and Income (CHI)
• Calamos Convertible and High Income (CHY)
• Calamos Global Dynamic Income (CHW)
• Calamos Strategic Total Return (CSQ)
• Calamos Global Total Return (CGO)
• Calamos Long/Short Equity & Dynamic Income Trust (CPZ)
Calamos ETFs:
• Calamos Antetokounmpo Global Sustainable Equities ETF (SROI)
• Calamos Convertible Equity Alternative ETF (CVRT)
• Calamos CEF Income & Arbitrage ETF (CCEF)
• Calamos Alternative Nasdaq & Bond ETF (CANQ)
Calamos Structured Protection ETFs:
• Calamos S&P 500 Structured Alt Protection ETF - Monthly (Jan-Dec)
• Calamos Nasdaq-100 Structured Alt Protection ETF - Quarterly (June, Sep, Dec, Mar)
• Calamos Russell 2000 Structured Alt Protection ETF - Quarterly (June, Sep, Dec, Mar)
• Calamos Laddered S&P 500 Structured Alt Protection ETF (CPSL)
• Calamos Bitcoin Structured Alt Protection ETF – Quarterly (CBOJ)
• Calamos Bitcoin 90 Series Structured Alt Protection ETF – Quarterly (CBXJ)
• Calamos Bitcoin 80 Series Structured Alt Protection ETF – Quarterly (CBTJ)
Calamos Interval Funds:
• Calamos Aksia Alternative Credit and Income Fund
Calamos UCITS:
• Calamos Global Convertible Fund, a UCITS, and a sub-fund of GemCap Investment Funds (Ireland) PLC
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• Calamos Growth and Income Fund, a UCITS, and a sub-fund of GemCap Investment Funds (Ireland) PLC
• Calamos Antetokounmpo U.S. Sustainable Equities Fund, and a sub-fund of the Calamos Antetokounmpo
Global Funds SICAV (Luxembourg)
UCITS are not U.S. registered investment companies nor regulated by U.S. law and are not available to US residents.
Calamos may also serve as a sub-adviser to other unaffiliated mutual funds. While we do not believe these services
create a material conflict of interest between the firm and its other clients, Calamos has adopted policies and
procedures to mitigate and manage any such conflicts as described throughout this brochure.
POOLED INVESTMENT VEHICLES
Calamos serves as Investment Manager and General Partner to the Calamos Global Opportunities Fund Limited
Partnership (the “LP”). Fees relating to the LP are further described in the Confidential Private Offering
Memoranda.
Calamos also serves as the Investment Manager and General Partner to the Calamos Ares Quant Fund I, LP. This
private fund is not currently being offered to investors.
Calamos serves as the Investment Manager and General Partner to the Calamos Aksia Private Equity LP. Fees
relating to the LP are further described in the Confidential Private Offering Memoranda.
Calamos serves as the Investment Manager and General Partner to Calamos Aksia Hedge Fund Access Core Alpha
LP, and Calamos Aksia Hedge Fund Access Enhanced Alpha LP. These two private funds are not currently being
offered to investors.
Calamos serves as the Investment Manager to the Calamos Aksia Alternative Credit & Income Fund (Offshore),
Ltd., Calamos Aksia Alternative Credit & Income Fund (Offshore) I, Ltd., Calamos Aksia Private Equity (Offshore),
Ltd., and Calamos Aksia Private Equity (Offshore) I, Ltd. These feeder funds enable access to non-US investors to
the Calamos Aksia Alternative Credit and Income Fund and to the Calamos Aksia Private Equity LP (private fund).
Item 11: Code of Ethics and Insider Trading Policy, Participation or Interest in Client Transactions and
Personal Trading
CODE OF ETHICS & PERSONAL TRADING
Calamos has adopted a Code of Ethics and Insider Trading Policy (“Code of Ethics”) which sets forth high ethical
standards of business conduct required of our employees, including compliance with applicable federal securities
laws. Our firm and our personnel owe a duty of loyalty, fairness and good faith toward you, our clients, and have
an obligation to adhere not only to the specific provisions of the Code but to the general principles that guide the
Code.
To mitigate the conflicts of interest caused by trading or other activities engaged in by our employees, our Code of
Ethics requirements include the following controls:
• Employees and their household members must maintain their brokerage accounts at a limited number of
brokerage firms approved by Compliance;
• Employees must receive written approval from Compliance prior to transacting in “reportable securities”
(as defined under Investment Adviser Act Rule 204(A)-1 (pre-clearance required);
• Employees and their household members must provide to Compliance quarterly trade confirmations or
statements and annual security holdings reports;
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• Employee requests to trade a reportable security (excluding Broad-based Securities3) will generally be
denied if a client traded in the same reportable security within the previous six business days. Trades in an
amount less than $10,000 in a 30 calendar day period in companies that have a market capitalization of at
least $100 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. (An exception to selling transactions in
covered securities is applicable for a limited time when an employee begins employment with the firm);
• Employee trade requests will be denied if a security is on the restricted list;
• Employees must hold securities for a minimum holding period of 60 calendar days to reduce excess and
short-term or speculative trading. The holding period may be waived if the security is trading at a 20% or
greater loss from where the employee purchased the security;
• Employees must obtain Management and Compliance approval prior to engaging in any outside business
activity and their proposed activity will be vetted to ensure it does not create a conflict of interest with our
clients, or that the firm is in a position to mitigate and manage any such conflict;
• Gifts given or accepted by employees must be reported to Compliance;
• Entertainment provided or received by employees must be reported to Compliance;
• Employees may not participate in Initial Public Offerings (“IPOs”); and
• Employees are prohibited from using Material Non-Public Information (“MNPI”) either professionally or
personally.
Direct obligations of the U.S. Government (US Treasury bills, notes and bonds), money market instruments
(including commercial paper and repurchase agreements), commodities including crypto currencies, shares of
open-end mutual funds not advised or sub-advised by Calamos or units in 529 College Savings Plans are not
included in the definition of covered securities and have been designated as exempt securities under the Code.
Therefore the transactions are exempt in conjunction with the associated rules of the Code.
The Code is designed to seek to ensure that the personal securities transactions, activities and interests of our
employees will not interfere with making decisions that are in the best interest of advisory clients. The Code
therefore restricts trading in close proximity to client trading and restricts personal trading of securities of which
the firm is in possession of MNPI, as noted above.
Under unusual circumstances, such as a personal financial emergency, or when it is determined that no conflict of
interest or other breach of duty is involved, application for an exemption from certain restrictions on trading
(excluding pre-clearance and reporting requirements) under this Code may be made to the CCO, which application
may be denied or granted in the CCO’s discretion.
From time to time, Calamos receives MNPI. This is information that is not available to other investors or other
confidential information which, if disclosed, would likely affect an investor’s decision to buy, sell or hold a security.
This information is received voluntarily and involuntarily and under varying circumstances including, but not
limited to, upon execution of a non-disclosure agreement, as a result of serving on the board of directors of a
company, serving on ad hoc or official creditor committees and participation in risk, advisory or other committees
for various trading platforms and other market infrastructure related entities and organizations. Under applicable
law, Calamos and its employees are generally prohibited from disclosing or using such information for their
personal benefit or for the benefit of any other person, regardless of whether that person is a client.
3 A Broad-based Security generally refers to any security index 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 Exchange Act or that meets certain criteria specified jointly by
the U.S. Commodities Futures Trading Commission (“CFTC”) and the U.S. Securities and Exchange Commission. An example of a Broad-
based Security is the S&P 500.
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Our Code of Ethics includes provisions governing oversight, enforcement, and recordkeeping. Access Persons’
trading is continually monitored under the Code to reasonably prevent conflicts of interest between Calamos
employees and Calamos clients. All Access Persons must annually acknowledge their understanding of the terms
of the Code.
A copy of the Calamos Code of Ethics is available to you by contacting us at caminfo@calamos.com, or by calling
us at 800-582-6959.
PARTICIPATING IN CLIENT TRANSACTIONS
Calamos and its related parties may participate or have an interest in client transactions in one of several ways.
For example, Calamos and its related parties may have positions or interests in equity or fixed-income securities,
including shares of mutual Funds, closed-end funds, ETFs, interval funds, UCITS, pooled investment vehicles, and
separately managed accounts in which its clients also are invested. Also, Calamos’ officers and employees are
encouraged to invest in Calamos products.
While Calamos’ Mutual Funds are not part of the core 401K offering, employees may specifically select them
through a Personal Choice Retirement Account (PCRA), which is a brokerage account linked to the employees 401k
account.
Calamos’ aggregate fee revenues increase with purchases, by clients and others, of shares of these funds (mutual
funds, closed-end funds, ETFs, interval funds, UCITS, and pooled investment vehicles). The greater CAL’s assets,
the greater the fees we earn.
From time to time, Calamos and its related parties invest in products (e.g. Calamos Mutual Fund) managed by
Calamos to support the continued growth of those investment products and strategies. For example, Calamos or
a related party may invest the initial investment capital in or “seed” a product and, as a result, hold a substantial
proprietary interest in the product for a period of time after the product’s inception. When consistent with the
client’s investment objectives, Calamos recommends to clients the purchase of these same investments in which
Calamos or its employees or affiliates have a financial interest.
The Mutual Funds are generally sold to the public on a “load” basis involving the payment of commission to an
intermediary. However, there are certain share classes that have no load or where the sales load is, or may be,
waived by the Calamos Fund’s Adviser. Calamos employees do not pay a sales load when purchasing Calamos open-
end funds.
Calamos, its related parties and our employees have an incentive to favor the accounts in which we or they own a
substantial interest. This conflict could result in our treating Calamos related accounts more favorably than other
client accounts including in connection with the allocation of limited investment opportunities (such as IPOs) or
the allocation of aggregated trade orders. In addition, Calamos’ or a related party’s disposition of such seed
investment may adversely affect the price or liquidity of the product’s shares.
With regard to its Mutual Fund investments, from time to time, Calamos or a related party may, for tax purposes,
redeem a portion of its Mutual Fund holdings, reinvesting in shares of the same Mutual Fund shortly thereafter.
These transactions are subject to the Mutual Funds’ excessive trading policies and procedures and will only be
consummated if they are determined not to be disruptive to the management of the Mutual Fund.
In determining whether trading is disruptive, consideration will be given to the purpose of the trades, the effects
on the portfolio or shareholders, and whether the portfolio or shareholders will be made whole for any costs or
administrative charges the Mutual Fund may incur as a result of the trade. In addition, these transactions will not
be made if Calamos or its affiliate, as the case may be, is aware of any MNPI with respect to the Mutual Fund.
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Where we have an interest in a client transaction, we endeavor to make all investment decisions in our clients’
best interests. In addition, pursuant to our policies and procedures, our transactions generally are aggregated with,
or effected after, client orders and we are allocated investment opportunities on a pro rata basis with our clients.
Further, we believe our and our employees’ investments in Calamos products helps to ensure our interests are
aligned with those of our clients.
Investments made by CAM, CILLC, CPL, CFP and the Calamos Family in products managed by CAL are not subject
to restrictions of the Code of Ethics regarding short-term or speculative trading. As a result, such entities or
individuals may hedge corporate or personal investments in such products. However, these hedging transactions
are subject to oversight by the Compliance department. All other provisions of the Calamos Code of Ethics are
otherwise applicable. See Item 10 for a list of related parties or affiliates.
Calamos adopted policies and procedures designed to mitigate and manage these conflicts, including the following:
• All Calamos employees have a fiduciary responsibility to act in the best interest of our clients and to put
our clients’ interests in front of Calamos’ interests;
• Trade Order Aggregation and Allocation policies and procedures:
that seek to manage, monitor and, to the extent possible, minimize the effects of these conflicts
o
o designed to allocate investment decisions and trades fairly and equitably over time among client
accounts participating in each transaction;
• Dispersion testing, wherein we review the performance of accounts with similar investment strategies to
identify performance outliers;
• Cross-Trade Policy (see below for information on our Cross-Trade Policy);
• Conflicts of Interest Committee that seeks to ensure all conflicts are identified and policies and procedures
have been implemented to manage and mitigate them; and
• Compliance reviews trading after the fact to seek to ensure procedures and controls are effective.
Please also refer to Item 12 for additional information on trade order aggregation and allocation.
Principal and Cross-Trades
Calamos has adopted policies and procedures for entering into principal and cross trades under Rule 206(3)4 on
behalf of its separately managed account clients and other advisory clients who are not Registered Investment
Companies (“RICs”) or ERISA clients (“Client”) which are in accordance with the Advisers Act, Pursuant to these
policies and procedures: (i) cross trades and principal trades should be consistent with the investment objectives
and risk and liquidity profile of each Client involved, (ii) Client will be provided with full and fair disclosure of the
valuation method used, potential conflicts of interest, and any costs to be incurred in connection with any cross
or principal trade, provided that Calamos, its affiliated persons, and its supervised persons shall not receive
commissions or any other compensation with respect to such trades; (iii) Calamos will seek best price and best
execution to the extent possible for trades in securities where valuations are publicly available; and Calamos will
determine a fair value for illiquid and/or restricted securities, based upon the Valuation Policy applicable to a
Client and/or a private fund’s governing documents; (iv) prior to effecting any trade involving interests in
underlying private funds held by a Client, Calamos will obtain written consent or other authority required to
transfer such interests from the underlying private fund’s general partner/manager; (v) Calamos will obtain
Client’s prospective consent authorizing any cross trade (provided that any blanket consent must state that Client
may revoke consent at any time without penalty upon written notice to Calamos), and Client advance consent for
4 Investment Advisors Act of 1940
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any principal trade; and (vi) Calamos will send the Client at least annually a statement identifying the total number
of principal trades entered into during the period, and the total commissions (if any) on such trades.
Calamos has also adopted policies and procedures to comply with Rule 17a-75
Calamos has adopted a Cross-Trade Policy to address potential conflicts that might arise from effecting trades
between client accounts when at least one of the accounts is a Registered Investment Company (“RIC”). This policy
prohibits Calamos from effecting a trade between clients if one of the clients is an Employee Retirement Income
Security Act of 1974 (“ERISA”) client. In addition, fixed income securities, including convertibles and securities that
do not have readily available market quotations (as defined in Rule 2a-5 under the Investment Company Act of
1940) may not be “crossed”. The policy permits Calamos to effect cross-trades between non-ERISA client accounts
that are not RICs, subject to certain restrictions, including the requirements that:
• Each trade is effected at the independently determined current market price of the investment, based on
readily available market quotations;
• Each trade effected is in the best interest of both clients;
• Calamos receives no compensation for effecting the trade.
The policy similarly permits Calamos to effect trades between its RICs, subject to restrictions, including the
requirements that:
• The trade is effected in accordance with the mutual funds’ Rule 17a-7 procedures and SEC guidance,
including at the current market price of the investment, based on readily available market quotations (as
defined in Rule 2a-5 under the 1940 Act) at the time of the transaction; and
• No brokerage commission is charged on the trade.
• Cross trades are not allowed with Fixed Income, including convertible securities.
Item 12: Brokerage Practices
Calamos has established a Brokerage Practices Committee (the “Committee”), which has responsibility for:
• Approving broker-dealers through which trading for discretionary client accounts may be executed;
• Evaluating the performance of broker-dealers which shall include, among other things:
o commission rates
o execution services
o
reliability and coverage;
• Reviewing brokerage allocations;
• Reviewing and approving soft dollar arrangements; and
• Monitoring for best execution.
BROKERAGE SELECTION & BEST EXECUTION
In approving a broker-dealer, Calamos will review relevant information about the broker-dealer, which may
include some or all of the following:
• Financial condition;
• Reputation and integrity;
• Commission rates;
• Trading expertise;
5 Investment Company Act of 1940
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• Facilities;
• Willingness and ability to commit capital;
• Access to underwriter offering and secondary markets;
• Reliability in trade execution and record retention;
• Fairness in resolving disputes;
• Financial services offered; and
• Value of research or other services provided.
If, after reviewing the broker-dealer’s information, Calamos reasonably believes it will benefit our clients as an
executing broker-dealer, the broker-dealer will be added to the Approved Broker-Dealer list that is maintained by
the Head Trader.
Calamos has a duty to seek to obtain “best execution” of securities transactions for its clients. Calamos does not
simply seek the lowest possible commission or cost but rather whether the transaction represents the best
qualitative execution under all circumstances existing at the time of the trade. Calamos may select brokers and
negotiate commissions based on research services as defined under Securities Exchange Act of 1934, as amended
(the “Exchange Act”) Section 28(e) and, pay a broker a higher commission in a transaction where Calamos believes
doing so is reasonable in relation to its responsibilities to all accounts for which Calamos has investment discretion.
Calamos may be motivated to use client commissions rather than paying for services at its own expense or to select
a broker based on the services they provide rather than the quality of their execution. This also will cause a client
to pay commissions that are higher than commissions charged by brokers who do not provide the benefits listed
above. However, Calamos believes that in return for paying fair and reasonable commissions, our clients will
benefit. Some clients that did not directly pay for the benefits also will gain.
When selecting a broker-dealer to execute a particular transaction, traders generally consider the full range of
brokerage services including, but not limited to:
• Execution capabilities;
• Commission rate/all-in transaction cost;
• Financial responsibility;
• Responsiveness; and
• The value of any research provided.
The traders will also consider:
• The character of the market for the security;
• Size and type of transaction; and
• Number of primary markets.
Certain approved broker-dealers are also clients of Calamos or companies with which Calamos has other
commercial dealings, which creates a conflict of interest. Calamos may be incented to favor these broker-dealers
by directing trades to them. To mitigate or manage this risk, we have the following controls in place:
• Head Trader oversees trading and spot checks trades;
• Monitoring execution in our clients’ portfolio transactions, including reviewing trades for best execution;
•
If the commission rate exceeds a certain set amount, trades must be pre-approved by the Head Trader and
then reported to Compliance along with the rationale for paying a higher rate;
• Head Trader uses third-party execution services to compare Calamos’ execution rate to those achieved by
peer firms; and
• The Brokerage Practices Committee reviews best execution.
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RESEARCH AND OTHER SOFT DOLLAR BENEFITS
As stated above, Calamos has an obligation to seek best execution for clients’ transactions, and therefore to
carefully utilize such commission dollars. Calamos believes using commission dollars for research and brokerage
services is generally beneficial to clients; therefore, we will pay higher commissions to receive such research and
brokerage services.
Calamos recognizes that while the acquisition of research and other services with client commission dollars can be
valuable to any individual client, it also benefits Calamos and other Calamos clients, which creates a conflict of
interest between Calamos and its clients. Section 28(e) under the Exchange Act provides a safe harbor permitting
the use of client commissions to pay for certain “research” and “brokerage” products and services (these benefits
received are referred to as soft dollars).
Soft dollar arrangements are permitted under Section 28(e) when certain conditions are met:
• Commission dollars are only used to obtain allowable brokerage or research services (as defined by Section
28(e) of the Exchange Act);
• Such brokerage or research must actually provide lawful and appropriate assistance in the performance of
Calamos’ investment decision-making responsibilities;
• Calamos must in good faith determine that the amount of commission paid is reasonable in relation to the
value of the brokerage and research services provided;
• Only commissions in agency transactions may be used to obtain such services and riskless principal
transactions in equity securities; and
• Calamos must have investment discretion over the account.
In fulfilling our investment advisory responsibilities, when Calamos believes more than one broker can offer the
brokerage services needed to obtain the best available price and most favorable execution, we will consider
selecting those brokers that also supply research and brokerage services to us. We believe such services provide a
net benefit to our clients as a whole.
• These research and brokerage products and services may include:Information on the economy,
industries, groups of securities, or individual companies;
Information on political developments;
• Statistical information;
• Analysis of Company financials;
•
• Macro market commentary;
• Pricing and appraisal services;
• Credit analysis;
• Risk measurement analysis;
• Trade order management systems;
• Trade execution systems; and
• Analysis of corporate responsibility issues.
Research and brokerage products and services are provided to Calamos primarily in the form of:
• Written reports;
• Telephone contact;
• Personal meetings with security analysts;
• Access to various computer-generated data and computer software; and
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industry spokespersons, economists, academicians, and
• Meetings arranged with corporate and
government representatives.
Certain research and brokerage products and services might also be used for functions that are not research or
brokerage related. In such cases, the research or brokerage service or product has a mixed use. Where a product
or service has a mixed use, Calamos will make a reasonable allocation of the cost of the product or service
according to its use, and will pay for the non-research and brokerage function at its own expense (not using client
commissions).
We will use various methodologies to determine this allocation including but not limited to the percentage of time
the product or service is used for investment decision-making or the percentage of the function that is investment
decision-making or research-oriented, as the case may be, but under all circumstances, the mixed use allocation
will be made in good faith and documented consistent with our Brokerage Practices Policy and Section 28(e) of the
Exchange Act.
Calamos participates in client commission arrangements (“CCAs”) under which we effect transactions through a
broker-dealer and request that the broker-dealer allocate a portion of the commissions or commission credits to
another firm that aggregates these client monies and, with our oversight and approval, pays service providers of
qualified research and brokerage. Calamos believes the CCAs, as well as the research provided in connection with
such arrangements, comply with Section 28(e) of the Exchange Act, as interpreted by the SEC.
Further, Calamos believes participating in a CCA enables us to efficiently consolidate payments for qualified
research and brokerage services through one or more channels. Using the accumulated client commissions (credits
from transactions executed through multiple broker-dealers and electronic communication networks (“ECN”)),
Calamos can then obtain qualified research and brokerage services provided by firms and vendors of its choice.
Such arrangements also help to provide us with the continued receipt of research services while facilitating best
execution in the trading process. In all cases, we believe such research and brokerage services are important to
our investment decision-making.
When Calamos uses client brokerage commissions to obtain research and brokerage services, we receive benefits
because we do not have to produce such products internally and we do not have to compensate third-party
providers of the research using Calamos money. Therefore, such use of client brokerage commissions results in a
conflict of interest because we have an incentive to direct client brokerage to those brokers who provide research
and services we utilize, even if these brokers do not offer the best price or commission rates for our clients.
Calamos has in place controls designed to mitigate or manage the conflicts described above, including:
• Brokerage Practices Committee review and approval of soft dollar arrangements;
• Periodic review of commission rates;
• Periodic review of our soft dollar process to determine in good faith that commissions used to acquire
research products and services were reasonable relative to the value of the research and services received;
• Monitoring execution of transactions in our client’s portfolios, including reviewing trades for best
execution; and
• Periodic review of mixed price allocations.
CLIENT DIRECTED BROKERAGE
Clients may request “directed brokerage” by instructing Calamos to send their trades to a specific broker. For
example, certain institutional clients may direct Calamos to place all or a portion of their brokerage with brokers
who provide the client with certain services, such as performance monitoring and commission recapture. Where
the client directs Calamos to use a specific broker, the client should understand that: (i) Calamos will not negotiate
commissions on the client’s behalf and that, as a result, the client may pay materially different commissions than
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paid by other clients depending on the client’s commission arrangement with such broker; (ii) these accounts may
not have their trades included in Calamos aggregated orders intended to reduce transactions costs or to otherwise
negotiate commissions and, therefore, the client may pay a different brokerage commission than other clients of
Calamos participating in such aggregated orders and may receive less favorable prices and execution; (iii) the
client’s transactions may not be executed until after Calamos executes transactions for accounts that do not direct
brokerage; (iv) if Calamos was not directed to use such broker, the client may pay less in commissions; and (v) for
the foregoing reasons, Calamos will not provide best execution assurances in accounts with directed brokerage.
Calamos must accept a request for directed brokerage before it will be effective. We have the right to deny your
request to direct brokerage.
AGGREGATED TRADES
Calamos, where permitted by its clients, seeks, but is not required, to aggregate (“bunch”) client orders for all
accounts under management – including Calamos’ proprietary accounts or accounts in which Calamos, its affiliates,
or their employees are beneficiaries. Aggregating or bunching orders for the same securities may be advantageous
to clients because larger orders can have lower execution costs and reduce market impact.
All accounts participating in a bunched equity trade will typically receive the average price for all transactions
executed for that order. For equity trades, all participating accounts share in the commission and other
transactional costs on a pro rata basis. Fixed income and convertible trades are typically executed on a net basis –
the dealers through whom Calamos executes client trades do not charge explicit commissions, or separately
identifiable mark-ups and mark-downs, or spreads.
Portfolio management is primarily responsible for determining which accounts are eligible to be included in an
aggregated order based upon whether the opportunity is consistent with the client’s guidelines and restrictions,
the client has available securities or assets to participate and portfolio management otherwise believes the trade
is appropriate for the client. Additionally, a client or account cannot participate in an aggregated order unless the
client or account permits its orders to be bunched with those of other Calamos clients. Any portfolio management
decision to exclude an account from an aggregated transaction must be consistent with Calamos’ fiduciary duty to
the client.
To the extent that: (i) trades in a security for one or more clients (an “existing order”) has not yet been completed;
(ii) subsequent orders for that security are received; (iii) those subsequent orders are eligible for allocation; and
(iv) an aggregated order (a “new aggregated order”) is appropriate in accordance with these policies and
procedures, the trading desk will (a) close out the existing order and allocate the portion that has been executed
pro-rata among the participating accounts in the existing order, (b) create a new aggregated order encompassing
the remaining, unexecuted portions of the existing order with the subsequent order and (c) send the new
aggregated order to the market for execution.
A. Pre-execution Allocation Statement and Duty to Seek Best Execution
In general, the intended allocations to client accounts for each aggregated order must be documented
prior to placement of such order. Portfolio management shall identify all Calamos client accounts intended
to participate in a bunched order before the trade is sent to the trading desk for placement. Client
identification is typically done on an account-by-account basis, but for ease in administration, accounts
may be identified by type or on a general basis when there are numerous accounts included in a bunched
order (e.g., growth accounts).
The Trading Desk is responsible for seeking best execution and monitoring the execution of each trade.
The Trading Desk will allocate executed trades to the client accounts, as identified on the pre-execution
allocation statement by Portfolio Management.
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B. Directed, Preferred and Restricted Accounts
A client’s brokerage arrangements can impact Calamos’ determinations as to whether it is appropriate to
include the client’s account(s) in an aggregated order. Clients requesting or requiring Calamos to use a
specified broker-dealer (e.g., client-directed accounts or accounts requesting the use of brokers that are
Minority- or Women-Owned Business Enterprises6) whose brokerage arrangements are such that clients
are benefitted by trading with a specified broker (e.g., wrap and UMA clients), as well as those prohibiting
trading with particular broker-dealers, may not be able to participate in an aggregated trade. These
accounts will be included if the bunched trade is executed through such “directed” or “preferred” broker-
dealer, or the Trading Desk is permitted by the directed or preferred broker-dealer to execute the
transactions with other brokerage firms, which then book the transaction directly with the directed broker
(i.e., “trading away” or “step-out”). For preferred brokers, where Calamos has discretion to trade away,
Calamos will do so when an aggregated order is placed with a brokerage firm other than the “directed” or
“preferred” broker-dealer, only if Calamos determines that, based on the overall circumstances, it is in the
client’s interest and consistent with the client’s request to include the account in such aggregated order.
Orders not bunched will be placed in the market after the aggregated order is complete.
To avoid disadvantaging fully discretionary clients, restricted7 account transactions, required to be
executed separately, are typically placed in the market after the aggregated transaction for other Calamos
clients is placed in the market and filled. As a result, a trade for a restricted account will be executed at a
different point in time and price than the aggregated transaction.
C. Account (or Portfolio) Trading for Cash Flows
To manage the flow of cash in the client’s account (or portfolio), a trade or series of trades will be
aggregated with other client trades when possible but generally these trades are placed separately
from aggregated trades for other Calamos clients involving the same security. Therefore, there will be
time and price variances in comparison to the aggregated trade.
D. Account (or Portfolio) Trading for Other Special Circumstances
To accommodate a special circumstance, such as an account termination, a trade or series of trades will
be aggregated with other client trades when possible but generally these trades are placed separately from
aggregated trades for other Calamos clients involving the same security. Therefore, there will be time and
price variances in comparison to the aggregated trade.
ALLOCATION OF INVESTMENT OPPORTUNITIES
When allocating investment opportunities among client accounts, Calamos seeks to treat clients fairly and
equitably over time. Calamos has sought to design these policies and procedures to reasonably assure that no
account for which Calamos has investment and brokerage discretion will systematically receive preferential
treatment over any other discretionary account. Allocations of aggregated trades, particularly where trade orders
were only partially completed due to limited availability (for example, initial public offerings), could raise a
potential conflict of interest. To mitigate the potential conflicts between or among accounts in a strategy, Portfolio
Management generally seeks to keep all client portfolios in the same strategy invested in the same securities with
approximately the same weightings (subject to client-imposed restrictions and limitations). Nevertheless,
6 Accounts for which clients specifically require Calamos to use a designated broker as opposed to merely “requesting” Calamos to use a
particular broker, subject the seeking of best execution.
7 A restricted account may also include an account that is liquidating or has investment prohibitions on certain individual securities.
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investment opportunities may be allocated differently among accounts in a strategy due to the particular
characteristics of an account, such as size of the account, cash position, tax status, risk tolerance, investment
guidelines, objectives and restrictions, brokerage arrangements or for other reasons.
In addition, there are instances where a particular security is held by, or appropriate for, more than one investment
strategy due to the overlap of their investment universes; however, investment decisions for each strategy are
made by the relevant investment team independently of investment decisions for another strategy.
Aggregated trades are allocated to the participating accounts at average execution price and trading costs.
Aggregated Orders and Order Rotation
Orders generally will be executed in the following order:
a. First, “discretionary brokerage orders,” which will include orders for accounts that meet any of the
following characteristics:
accounts that grant full brokerage discretion to Calamos, including the Calamos Funds;
accounts that have a preferred broker but where Calamos determines it to be in the best interest of
the client to trade away from the preferred broker;
accounts that have a directed broker where trading away is permissible; and/or
accounts that have a directed brokerage if Calamos determines to trade its discretionary accounts
through the directed broker.
b. Next, accounts that have a directed or preferred brokerage and whose orders were not able to be executed
with the discretionary brokerage orders.
With respect to trades in equity securities for directed or preferred brokerage accounts (including relevant
separately managed wrap accounts), Calamos will use a rotation schedule allocating securities in accordance with
a pre-determined order of priority until the entire order has been allocated and, for the next partial fill order, the
Firm will begin with the next account on the list which had not received a prior fill.
On a daily basis, a rotation schedule is set by the Trading Desk to establish the order in which directed and preferred
accounts will be executed for that day. New orders will be filled based on the rotation set on the day that the
related trade ticket is received by the trading desk. If an execution takes more than one day to complete, each
subsequent day’s rotation starts with the next account on the list from the prior day. For the next partial fill order,
Calamos will begin with the next account on the list that had not received a prior fill.
c. Last, instructions are communicated to Model Portfolio (and other non-discretionary) clients (as described
below).
Communicating Related Advice to Model Portfolio Clients (and other Non-Discretionary Clients)
Calamos provides to third-party investment advisers Model Portfolios / Portfolio Emulation Services (“Model
Portfolio”) for a fee. Model Portfolios contain Calamos’ current investment recommendations based on one of its
investment strategies and other investment parameters as agreed to between Calamos and a third-party client or
program sponsor for the client’s or sponsor’s use in advising its clients. Although Calamos provides
recommendations, it does not have the authority or responsibility to implement those recommendations for any
particular account. Rather, the client or third-party program sponsor, receiving the model and any updates to the
model, controls all investment decisions and executes the securities transactions on behalf of its own account or
for the accounts of its clients.
Regarding Model Portfolios, and as indicated above, Calamos will first implement investment recommendations
for its discretionary accounts prior to communicating or delivering the Model Portfolio to the third-party program
sponsor. However, where a position has been partially implemented by Calamos in its discretionary accounts at
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the time of delivery of the Model Portfolio, such Model Portfolio will include that position(s) at the intended final
weighting. As a result, any trades placed by the third-party sponsor for its clients based on the Model Portfolio
could receive prices that are different than the prices obtained by Calamos for its discretionary accounts (including
directed or preferred accounts). Model Portfolio information is delivered to each sponsor according to a schedule
that is agreed upon between Calamos and that third-party program sponsor; provided that Calamos shall not be
obligated to deliver a Model Portfolio at a specified date and/or time that would disadvantage or unfairly treat
Calamos discretionary accounts.
In addition, model delivery programs (“Other Accounts”) of CAL have same day access to their portfolio holdings,
and their advisors have access to representative portfolio holdings and may grant same day access to these
portfolio holdings to their clients, their investors, and/or to one or more affiliated and unaffiliated service
providers. In addition, information about non-public portfolio holdings information attributable to Other Accounts
managed or advised by CAL may be available to one or more affiliated or unaffiliated service providers to those
accounts. Some of the Other Accounts have substantially similar, or in some cases nearly identical, portfolio
holdings to Calamos Funds. These Other Accounts are not subject to the portfolio holdings disclosure policies of
the Funds to which they are similar and may disclose their similar or nearly identical portfolio holdings information
in different forms and at different times than the Fund.
METHOD OF ALLOCATION FOR PARTICULAR SECURITY TYPES
Equity Securities (other than IPOs)
Generally, orders for equity securities, in the secondary market, will first be placed for discretionary clients (and
other accounts that can be included in a discretionary brokerage order) and all partial fills will be allocated on a
pro-rata basis based upon the original trade order for each participating account at the end of each trading day,
unless deemed inappropriate by Calamos. Directed accounts and preferred brokerage accounts that cannot be
included in the discretionary brokerage order will trade after all discretionary account orders are filled.
Equity Initial Public Offerings
Portfolio Management will inform all Portfolio Management teams of the ability to participate in an Initial Public
Offering (“IPO”) with sufficient time for each Portfolio Management team to determine the eligibility and suitability
of the accounts they manage. Calamos seeks to allocate IPOs among eligible accounts in a manner that is fair and
equitable over time. Calamos seeks to allocate the purchase of the IPO on a pro-rata basis among accounts for
which the IPO is appropriate, and for which the client is permitted, under FINRA Rule 5130, to participate. Wrap
accounts do not participate in IPOs.
To promote fair and equitable allocations over time, each Portfolio Management team must indicate interest in an
IPO prior to the pricing of the offering and identify those client accounts for which an allocation of the IPO would
be permissible and appropriate in light of the accounts’ applicable investment policy statements or investment
guidelines and restrictions, as applicable.
Participation in, and allocations of, IPOs are subject to the following:
a. An account can be included in the indication of interest for the IPO only if: (i) the account is
eligible to participate under FINRA Rule 5130; (ii) Portfolio Management has been determined
that the IPO is appropriate for the account in light of the account’s investment objectives and
restrictions8; (iii) the account has enough cash in the account to settle the transaction9;
b. Allocations among accounts for which an indication of interest is entered will generally be
made on a pro-rata basis in proportion to each account’s assets under management; and
8 Wrap accounts do not participate in IPOs.
9 Applicable to Separately Managed Accounts; Not applicable to Calamos Funds.
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c. Where Calamos seeks to purchase an IPO for a strategy or account(s), with the intent of selling
the security the same day in order to realize a short-term profit, and also seeks to acquire the
IPO for another strategy or other account(s) for longer term investment, the accounts that are
purchasing the IPO with the intention of investing will be fully allocated before any portion of
the IPO is allocated to accounts for which Portfolio Management intends to sell in the short
term.
Convertible Securities
Generally, all convertible security orders are aggregated, including directed and preferred (e.g., wrap) client
account orders. If an order is partially filled, the securities will be allocated pro-rata across all accounts included
on the order.
Fixed Income Securities
For fixed income securities, any bunched order that is not completely filled at the end of a trading day is generally
allocated pro-rata by account, based upon: (i) the original trade order for each account, subject to de minimis10
and rounding11 considerations and specific considerations for allocations to accounts that seek to acquire and sell
the newly issued bonds on a short-term basis for immediate gain12; (ii) where the order involves an exchange of a
fixed income security for another security of the same issuer (an “exchange”)13; or (iii) where nature of the
accounts or the transaction otherwise results in a determination to use a different method of allocation.
Prior to determining whether to include an account in an order and the type of allocation methodology used if
there is a partial fill, Calamos will consider account-specifics (e.g. account minimums or intended holding periods)
as well as transaction-specific factors (e.g. whether the transaction involves an exchange). These determinations
are documented on the trade ticket.
Exceptions to Allocations
The allocation methodology may be modified when strict adherence to the methodology is impractical or would
result in an inefficient or undesirable outcome in the view of Portfolio Management or the Head Trader.
Circumstances where this may be the case include:
• where allocations to Calamos are small, Calamos may determine to allocate such securities to one or
more accounts for which the allocations would be meaningful. Calamos will monitor such variations of
or exceptions to the allocation methodology to ensure all clients are treated fairly and equitably over
time;
the client would receive an unmarketable amount of securities based on account size;
• pro-rata amount does not meet the account minimum;
•
• error; e.g. portfolio manager erroneously included an account to the allocation14;
10 When Calamos receives bond allocations smaller than the allocations needed to fill all client orders, the allocation will generally be
made pro-rata based upon the original trade order for each account. However, in order to serve the best interests of clients, Calamos
endeavors to keep the blocks of bonds in marketable sizes while also considering client specific minimums.
11 Rounding is generally carried out in increments of five bonds.
12 As with Equity IPOs, accounts that seek newly issued bonds for investment purposes will be filled before accounts that seek to acquire
and sell the newly issued bonds the same day in order to realize a short-term profit. Such accounts will be identified by the portfolio
manager on the trade request ticket.
13 When a bunched order is in connection with an exchange, accounts that held the fixed income security to be exchanged will [generally]
be filled in their entirety and any remaining amount of a partially filled order will be allocated pro rata among participating accounts that
did not hold such security.
14 On trade date, to the extent there was an error in allocation resulting in a client not participating in an allocation, the excess shares or
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instrument typically trades in standard round lot size; or
counterparty specifies a minimum lot size.
•
•
Portfolio Management’s request to change an allocation post trade requires the prior approval of the Head Trader
(or in his absence the Chief Compliance Officer (“CCO”), or a member of the Legal Department).
The fact that an allocation has been modified, and the basis for modifying an allocation, will be disclosed within
CRD on the Trade Ticket. The Head Trader must approve each instance that the allocation methodology is not
followed. All modifications must be reported in writing to the CCO on a monthly basis and the Brokerage Practices
Committee (“BPC”) at its next regularly scheduled meeting.
With respect to allocations to accounts within a wrap or directed brokerage arrangement that are not included in
a discretionary brokerage order, the wrap program sponsor or directed broker may implement its own allocation
methodology.
Item 13: Review of Accounts
Our investment team regularly monitors client accounts for consistency with client objectives and restrictions. Our
Portfolio Administrators perform a periodic review of each client account. In these reviews, positions in client
accounts are compared to the weights in the appropriate investment strategy model.
Calamos issues periodic written reports to its investment advisory clients. These written reports generally contain
a list of assets, investment results, and statistical data related to the client’s account. We urge clients to carefully
review these reports on a timely basis and compare the statements that they receive from their independent
qualified custodian to the reports that we provide. The information in our reports may vary from custodial
statements based on accounting procedures, reporting dates or valuation methodologies of certain securities. We
encourage you to follow up with us, as well as the custodian for your account, to understand any differences.
Because Calamos, not the custodian, calculates the amount of the advisory fees for your assets under management
with us, it is important you carefully review your custodial statements to verify the accuracy of the calculation,
among other things. Clients should contact Calamos directly if they believe that there may be an error in the
calculation of their fees.
Item 14: Client Referrals and Other Compensation
Calamos does not receive an economic benefit from anyone other than its clients.
Calamos and its affiliates may enter into Referral Agreements with a promoter such as a broker-dealer or an
investment adviser. Calamos or its affiliates generally pay the promoter a percentage of the management fee
and/or performance-based fee collected from the client. Regardless of how it is calculated, any such referral fee
will be paid solely from Calamos’ investment management fee and will not result in any additional charge to the
client. See Item 5 for additional information on advisory fees.
Calamos has entered into arrangements with unaffiliated third parties for their assistance in referring business to
Calamos or providing advice to Calamos with respect to the expansion of the firm’s distribution of products or
services in various U.S. and non-U.S. markets and distribution channels. Calamos may pay cash compensation
under these arrangements based on a monthly flat fee as well as, in the sole discretion of the firm, a bonus at the
conclusion of the arrangements. The fees paid to the unaffiliated third party are not passed on to any introduced
bonds will be allocated among the remaining clients on the trade, unless doing so would be inconsistent with a client’s investment
objectives or restrictions or is deemed by the portfolio manager to be inadvisable. If the error is discovered after the trade date, it is
treated as a trade error and handled in accordance with the Trade Error Policy.
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clients, but the presence of these arrangements may affect Calamos’ willingness to negotiate below its standard
investment advisory fees and, therefore, may affect the overall fees paid by referred clients.
Calamos has in place a promoter agreement with its affiliated, limited purpose broker-dealer, CFS. The referral
fees paid typically equal an estimate of the expenses incurred by the promoter to obtain such business. CFS, in
turn, may engage third party selling agents to market interests in private funds managed by Calamos. Calamos will
structure these arrangements in accordance with its obligations under the SEC Marketing Rule.
Item 15: Custody
Calamos serves as General Partner and investment adviser to Calamos Global Opportunities Fund Limited
Partnership, Ares Quant Fund I, LP, Calamos Aksia Private Equity, LP, Calamos Aksia Hedge Fund Access Core Alpha
LP and Calamos Aksia Hedge Fund Access Enhanced Alpha LP. As such, we are deemed to have custody of the
assets invested in these funds. The funds’ financials are audited by an independent public accounting firm and are
issued to investors within 120 days of the fiscal year end. (As noted above, the Ares Quant Fund I, LP, Calamos
Aksia Alpha Enhanced LP and Calamos Aksia Core Enhanced LP are not currently offered to investors.)
Calamos does not maintain physical custody of its clients’ assets. Rather, as discussed previously, you must
establish a custody account with an unaffiliated custodian. You should receive quarterly or monthly account
statements from the broker-dealer, bank or financial services firm that serves as qualified custodian to your
account. Clients should carefully review these statements. Clients who do not receive such account statements are
encouraged to follow up directly with their custodian and request such statements.
To the extent a client receives additional reports from Calamos, they are urged to compare these reports to the
account statements they receive from the qualified custodian. Calamos’ reports may vary from custodial
statements based on accounting procedures, reporting dates, valuation methodologies and other factors.
Calamos’ reports are not intended to be a substitute for account statements provided by a qualified custodian and
should not be used for official purposes.
Item 16: Investment Discretion
As noted in Item 4, Calamos accepts discretionary authority, via the Investment Management Agreement or other
Power of Attorney, to manage the assets in the client’s account. Calamos endeavors to follow reasonable
directions, investment guidelines and limitations. This discretionary authority will remain in full force and effect
until we receive written notice from you of its termination or until we receive actual notice of your death or
adjudged incompetency.
Item 17: Voting Client Securities
Proxy Voting
Proxies are voted solely in the best interests of Calamos clients; namely, the Calamos Funds, separate account
clients, and where employee benefit plan assets are involved, in the interests of the plan participants and
beneficiaries (collectively, "Advisory Clients") that have properly delegated such responsibility to Calamos. Voting
proxies on behalf of our clients is established by Calamos advisory contracts or comparable documents, and our
proxy voting guidelines have been tailored to reflect these specific contractual obligations.
Calamos has assigned its administrative duties with respect to the proxy analysis and voting decisions to the “Proxy
Group” (the Investment Team – research analysts and portfolio management), and administrative processing to
its Corporate Actions Group within the Operations Department.
Calamos utilizes two vendors which provide distinct services relevant to Calamos’ proxy duties: Glass Lewis and
Broadridge. Glass Lewis facilitates the voting decision of each proxy in accordance with Calamos’ proxy voting
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policies (“custom policies”). Calamos’ custom policies include instances where a proposal must be presented to
the Proxy Group for vote direction due to the unique nature of the transaction or proposal (“case by case” items).
Corporate Actions uses Broadridge’s Proxy Edge to monitor and manage the proxy processes. Proxy Edge receives
the voting decisions from Glass Lewis with which it uses to vote the ballots at the account/custodian level. Proxy
Edge provides the record keeping, systematic voting, account administration and reporting for Calamos.
Calamos will generally follow its custom policies unless it determines that the client’s interests are best served by
voting otherwise or unless otherwise directed by the client.
Proxy Edge systematically votes shares based on Calamos’ custom policies that are maintained within Glass Lewis.
Any ballot that includes one or more “case by case” items will not be systematically voted. All items on this type
of ballot are manually voted. Case by case items are sent to the Proxy Group along with the written guidance and
other relevant information produced by Glass Lewis to assist with the Proxy Group’s analysis.
Based on the instruction provided by the Proxy Group, the Corporate Actions Group will process the Calamos votes
on Proxy Edge which will then vote each proxy accordingly.
Directors and employees of Calamos including the Proxy Group are sensitive to the possibility that their interests
may conflict with the interests of Advisory Clients. Even while a proxy may involve an entity with which a
relationship exists, generally the matters put to vote do not cause a conflict of interest between Calamos and the
client.
Potential conflicts of interest are identified based upon analyses of client, broker and vendor lists, information
periodically gathered from directors and officers, and information derived from other sources, including public
filings relative to the matters for which the Company is seeking shareholder approval.
Calamos will generally apply its custom policies to proxy matters regardless if a conflict has been identified.
However, in these situations, Corporate Actions will refer the matter, along with the recommended course of
action by Calamos (based on its custom policies), if any, to its Proxy Review Committee, comprised of the
representatives from the Proxy Group, Operations, Legal and Compliance departments, for evaluation. The Proxy
Review Committee will independently review proxies, determine the appropriate action to be taken, which in
limited circumstances includes sending the proxy directly to the relevant client with a recommendation regarding
the vote for approval. To the extent the shares have been systematically voted and the Proxy Committee decides
to vote differently than its custom policies, Corporate Actions will manually change the vote within Proxy Edge, if
time permits.
It should be noted for the following strategies: Global Sustainable Equities, International Sustainable Equities and
U.S. Sustainable Equities, there is a separate proxy policy in place. These ballots do not systematically vote.
There may be some instances when Calamos believes its client’s best interest is served by abstaining or not voting
certain proxies. Additional information is provided in the procedures. Clients may obtain a copy of our procedures
by contacting us at caminfo@calamos.com, or by calling us at 800-582-6959.
You, the client, reserve the right to vote the proxies on your account(s) and you may do so by sending your
custodian and Calamos a written request to update the proxy instructions on your account.
Calamos will not advise and will not act on a client’s behalf in legal proceedings involving companies whose
securities you hold in your account(s). This includes the filing of "Proofs of Claim" in class action settlements. Clients
may direct us to transmit copies of class action notices to them or to a third party. We will make commercially
reasonable efforts to forward such notices in a timely manner.
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Calamos is not responsible for voting proxies we do not receive. However, we will make reasonable efforts to
obtain missing proxies. Clients may request information on how proxies for his/her shares were voted by writing
us at caminfo@calamos.com.
Item 18: Financial Information
Calamos has no known financial commitment that impairs our ability to meet contractual and fiduciary
commitments to our clients. In addition, we have never been the subject of a bankruptcy proceeding.
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