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MARCH 27, 2025
PART 2A OF FORM ADV: FIRM BROCHURE
Calamos Wealth Management LLC 2020 Calamos Court | Naperville, IL 60563
Telephone: 630.245.7200 | Email: caminfo@calamos.com | Web Address: wm.calamos.com
This brochure provides information about the qualifications and business practices of Calamos Wealth Management
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 any state securities authority.
Additional information about Calamos Wealth Management 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 801-67787.
Item 2: Material Changes
We must provide you with a summary of material changes made to this brochure since our annual
updating amendment on March 22, 2024.
Item 4: Advisory Business Item 4 has been amended to expand Calamos Funds to include ETFs, closed
end funds, interval funds and private funds. This is in addition to the existing open end mutual funds
offered in both programs. A description of the Firm’s AI program is also included in this section along
with key risks and controls. Please note: CWM does not utilize AI technology for portfolio design or
decision making.
Item 8: Methods of Analysis, Investment Strategies, and Risks of Loss Item 8 was amended to add risk
disclosure on cryptocurrency, sustainability (ESG) investing risks and tax loss harvesting.
Item 14: Client Referrals and Other Compensation Item 14 was amended to reflect the change from
Fidelity Personal and Workplace Advisors LLC (FPWA) to Strategic Advisers LLC (Strategic Advisers). Note:
There are no changes to the program.
Item 17: Voting Client Securities Item 17 has been amended to enhance disclosure relative to the proxy
voting policy of one of its sub advisers, Quantinno Capital Management LP (“Quantinno”). For reasons
indicated in Item 17 of its Disclosure Brochure, Quantinno’s policy is to generally abstain from voting
proxies. Clients whose assets are sub-advised by Quantinno shall receive a copy of Quantinno’s Brochure
and acknowledge, in writing. Quantinno’s proxy voting policy. Affected clients can separately elect to
vote such proxies by advising CWM, in writing, of their decision to do so. We require a written
acknowledgment prior to allocating client assets to Quantinno.
ANY QUESTIONS: The Chief Compliance Officer (“CCO”) of CWM remains available to address any
questions that a client or prospective client may have regarding this Part 2A Brochure.
Calamos Wealth Management LLC
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Item 3: Table of Contents
Page
Item 2: Material Changes .............................................................................................................................. 2
Item 3: Table of Contents ............................................................................................................................. 3
Item 4: Advisory Business ............................................................................................................................ 4
Item 5: Fees and Compensation ................................................................................................................. 15
Item 6: Performance-Based Fees and Side-By-Side Management ............................................................. 19
Item 7: Types of Clients ............................................................................................................................... 19
Item 8: Methods of Analysis, Investment Strategies, and Risks of Loss ..................................................... 20
Item 9: Disciplinary Information ................................................................................................................. 36
Item 10: Other Financial Industry Activities and Affiliations ...................................................................... 36
Item 11: Code of Ethics and Insider Trading Policy, Participation or Interest in Client Transactions and
Personal Trading ......................................................................................................................................... 38
Item 12: Brokerage Practices ..................................................................................................................... 39
Item 13: Review of Accounts ...................................................................................................................... 41
Item 14: Client Referrals and Other Compensation.................................................................................... 42
Item 15: Custody ......................................................................................................................................... 44
Item 16: Investment Discretion .................................................................................................................. 44
Item 17: Voting Client Securities ................................................................................................................. 44
Item 18: Financial Information.................................................................................................................... 45
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Item 4: Advisory Business
CORPORATE HISTORY
Calamos Wealth Management LLC (“CWM”) is an investment adviser registered with the U.S. Securities
and Exchange Commission (the “SEC”) and a wholly owned subsidiary of Calamos Investments LLC
(“CILLC”). Calamos Asset Management, Inc. (“CAM”) is the sole manager of CILLC, 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 Wealth Management LLC. As it relates
to this brochure, our affiliate, Calamos Advisors LLC (“CAL”), is an investment adviser that provides
investment advisory services to investment companies registered under the Investment Company Act of
1940, as amended (the “1940 Act”), Undertakings for Collective Investment in Transferable Securities
(“UCITS”), institutional and managed accounts and also serves as sub-investment adviser to several
registered investment companies. References to the “Calamos Family of Funds” or the “Calamos Funds”
refers to those investment companies registered under the 1940 Act managed by CAL.
Our founder, John P. Calamos, Sr., began investing for his clients in the difficult markets of the 1970s.
John developed pioneering strategies that sought to maximize the potential of convertible securities.
Convertibles were little known at the time, but John recognized the potential of these securities to
enhance returns and manage risk.
Because Mr. Calamos recognized that successful wealth management is about more than asset
management, our firm was founded in 2007 to offer clients a suite of wealth planning services,
including, to the extent requested, financial planning and related consulting services.
Our firm is headquartered in Naperville, Illinois, and has offices based in New York, San Francisco, ,
Portland, Fort Worth*, Milwaukee, Chicago and Coral Gables.
*This location is a private residence that is not held out to the general public as a branch office location.
CWM advisors do not meet with clients in this location.
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.
SERVICES PROVIDED
We provide discretionary wealth management services, which include asset allocation planning,
proprietary investment offerings, external manager selection, and general wealth consulting, to high-net-
worth individuals and organizations. We offer customized asset allocation advice and individualized
services such as the following:
Asset allocation services that take into account investment objectives, risk tolerance, and
investment time horizon;
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Oversight of Separately Managed Account (“SMAs”) portfolios managed by sub-advisers or
us that are allocated to mutual funds. We also recommend or use a combination of sub-
advisers and mutual funds in both taxable and tax-deferred accounts;
Development and execution of multi-generational investment policies, asset management,
and income distribution plans; and
Management of retirement and deferred compensation plans.
PRIVATE WEALTH ADVISORY SERVICES
As part of its services, CWM manages client investment assets in either of its two investment programs,
which are described in greater detail below. While CWM and its employees, including relationship team
members, may recommend one program to a client over another program, clients are responsible for
reviewing this brochure and determining which program is appropriate for them initially and on an
ongoing basis.
WEALTH ADVISORY PROGRAM
CWM will manage a portfolio typically consisting of one or more of the following types of securities:
individual equity and fixed-income securities, Calamos Funds,non-Calamos Funds, private funds, interval
funds, tender offer funds, exchange traded funds (“ETFs”), and limited partnerships. CWM will also
recommend or select sub-advisers to manage a portfolio of individual equity and fixed-income securities.
CWM generally recommends CAL to serve as a sub-adviser for a portfolio, subject to the client’s consent
in their investment advisory agreement or the investment policy statement.
All securities used will be evaluated based on the desired impact in a portfolio, which includes
performance, overall volatility, downside risk, yield, as well as other general strategy level factors, such
as manager tenure, active or passive approach, etc. Any use of Calamos Funds will be subject to the same
process as non-Calamos Funds.
Clients and prospective Wealth Advisory Program clients should consider the following:
CWM’s advisory fee is higher in the Wealth Advisory Program than in the Calamos Managed
Mutual Fund Program, and our affiliate receives management fees from the Calamos Funds
in both programs. More information about the fees and expenses of each program is
described in Item 5 below. Clients and prospective clients should also review Item 4 under
the heading “Calamos Funds and The Use of Affiliated Sub-Adviser”, and Item 8 under the
heading “Investment Strategies” to more fully understand the total cost of each program.
CWM generally charges its advisory fee on all assets purchased in the Wealth Advisory
Program, except that CWM provides a waiver on its advisory fee with respect to investments
in the Calamos Funds.
CALAMOS MANAGED MUTUAL FUND PROGRAM
CWM will manage a mutual fund portfolio comprised of Calamos Funds that are open-end mutual funds.
CWM will only use non-Calamos Funds when and if, in CWM’s sole discretion, the desired asset class or
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strategy is not available in an existing Calamos Fund. At most times, CWM expects that portfolios in the
Calamos Managed Mutual Fund Program will be invested entirely in Calamos Funds. Given the structure
of this program, a current or prospective Calamos Managed Mutual Fund Program client should review
the disclosure below under the heading “Calamos Funds and The Use of Affiliated Sub-Adviser”.
Clients and prospective clients should consider the following:
The advisory fee charged by CWM for the Calamos Managed Mutual Fund Program is lower
than that charged for the Wealth Advisory Program, but our affiliate receives fees from the
Calamos Funds in both programs. More information about the fees and expenses of each
program is described in Item 5 below. Clients and prospective clients should also review Item
4 under the heading “Calamos Funds and The Use of Affiliated Sub-Adviser”, and Item 8 under
the heading “Investment Strategies” to understand the total cost of each program more fully.
In the Calamos Managed Mutual Fund Program, CWM provides a waiver of its advisory fee
on any investment in the Calamos Funds held in an individual retirement account (“IRA”) or
a portfolio that is subject to the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”).
CALAMOS FUNDS AND THE USE OF AFFILIATED SUB-ADVISER
As described above, both the Wealth Advisory Program and the Calamos Managed Mutual Fund Program
invest in Calamos Funds. Calamos Funds include open end funds and ETFs, closed end funds, interval
funds and private funds. In addition, in the Wealth Advisory Program, we will recommend the use of CAL
as a sub-adviser, subject to the client’s consent in their investment advisory agreement or the investment
policy statement. In the Wealth Advisory Program, the selection of securities and sub-advisers, including
the Calamos Funds and CAL, is subject to the selection process described in Item 8 below.
The amount of Calamos Funds included in a portfolio in the Wealth Advisory Program is determined by
CWM in accordance with its security selection process described in Item 8 below. Both the allocation and
the specific investments used for the Wealth Advisory Program are subject to change. Your account
statements will reflect the current composition of your account, including any Calamos Funds.
We have a conflict of interest in selecting Calamos Funds for portfolios in both the Wealth Advisory
Program and the Calamos Managed Mutual Fund Program, because our affiliates earn compensation for
managing and operating the Calamos Funds, which are described in greater detail in each fund
prospectus. In the Calamos Managed Mutual Fund Program, the fees payable to CAL as investment
adviser to the Calamos Funds are in addition to the fee that you pay to CWM for participation in this
program and results in CWM and its affiliates receiving “two levels of fees”. In the Wealth Advisory
Program, you will also be responsible for the fees payable to CAL as investment adviser to the Calamos
Funds, but as described below, we provide a waiver of our advisory fee for all investments in the Calamos
Funds.
We also have a conflict of interest in recommending the use or continued use of CAL as a sub-adviser in
the Wealth Advisory Program and the continued use of CAL in the Calamos Managed Mutual Fund
Program, because we avoid paying other unaffiliated sub-advisers.
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We seek to mitigate these conflicts of interest in the Wealth Advisory Program in several ways, including
disclosing the conflicts of interest in this brochure, by subjecting the Calamos Funds and the initial
recommendation of CAL as sub-adviser to the investment selection process described in Item 8 below,
and by providing a waiver of our advisory fee for all investments in the Calamos Funds. Even though we
provide a waiver, the compensation that CAL receives from the Calamos Funds may be greater (or less)
than your advisory fee that we waive. Clients may also direct us not to recommend or use the Calamos
Funds, may direct us at any time to discontinue use of CAL as a sub-adviser, or may withhold their consent
to using CAL in the first instance.
For the Calamos Managed Mutual Fund Program, we seek to mitigate these conflicts of interest in several
ways, including disclosing the conflicts of interest in this brochure, and by providing a waiver of our
advisory fee on any Calamos Funds held in an IRA or a portfolio that is subject to ERISA. Clients may also
direct us at any time to discontinue the use of CAL as a sub-adviser.
Clients and prospective clients should consider these conflicts of interest and our additional sources of
compensation when evaluating the amount and appropriateness of the fees we earn in connection with
their selection of either program.
TRUST SERVICES
CWM recommends the services of several trust companies, chartered nationally and in different states,
that can assist clients with their unique planning trust service needs. These trust companies and their
services are made available under the name Calamos Trust Services. The client is under no obligation to
engage the services of any recommended trust company. The client retains absolute discretion over all
implementation decisions and is free to accept or reject any recommendation from CWM and its
representatives. CWM does not receive any compensation (direct or indirect) from any trust company for
these referrals. The terms and conditions of a client’s engagement with the trust company, including the
fee payable by the client, are outlined in a separate agreement between the client and the trust company.
Additionally, CWM can provide trust services to its clients through an affiliation with National Advisors
Trust Company, FSB (“NATC”). NATC is a federally chartered trust company regulated by the Office of the
Comptroller of the Currency (“OCC”) and is a member of the Federal Deposit Insurance Corporation
(“FDIC”). In connection with NATC and as an accommodation to addressing the needs of certain clients,
CWM offers trust services through a private label trade name, Calamos Private Trust (“CPT”), a Trust
Representative Office of NATC. By law, CWM’s client assets are segregated from the capital assets of NATC
and are not subject to potential NATC creditor claims. CWM and NATC are not related entities. The terms
and conditions of a client’s engagement of NATC, including the fee payable by the client to NATC, are
outlined in a separate agreement between the client and NATC. The fee charged by the trust company is
generally based on a percentage of the market value of the assets in the trust, subject to annual fee
minimums. CWM does not receive any portion of NATC’s fees. Regardless, CWM has a conflict of interest
in recommending NATC , because CWM is a shareholder of National Advisors Holding, Inc. (NAH), the
parent company of NATC. No client is under any obligation to use NATC’s trust services.
CWM, as a matter of policy, regardless of the type of client engagement or service, does not provide tax,
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accounting, regulatory or legal advice. Rules in the areas of law, tax, and accounting are subject to change
and open to varying interpretations. Before implementation, clients should consult with professionals on
the tax, accounting and legal implications of any recommended trust strategy based on their
circumstances.
INSTITUTIONAL ADVISORY SERVICES
We provide discretionary institutional advisory services, which include proprietary investment offerings,
external manager selection, and general investment consulting to corporations, charitable organizations,
family offices, endowments, and private foundations. We also offer customized asset allocation advice
services such as the following:
Management of SMA portfolios comprised of individual securities, other sub-advised
accounts, mutual funds, or a combination of these;
Individualized reporting; and
Team-based servicing, led by a relationship manager and institutional portfolio specialists.
Our firm’s minimum relationship size is $1,000,000. Individual SMAs are accounts managed to meet each
client’s unique needs, with a minimum investment amount of $100,000 and vary based on strategy.
Institutional SMAs are accounts managed to meet an institutional client’s needs, with a minimum
investment of $5,000,000. These minimums are reduced or waived in certain circumstances. These
portfolios include but are not limited to common and preferred stock, convertible stocks and bonds,
options, warrants, rights, corporate, municipal, government agency, and government bonds, notes, and
bills, open-end, closed-end or exchange-traded funds.
As a component of our SMA practice, we also have complete discretionary authority to delegate
investment responsibilities to one or more persons or companies (each a “sub-adviser”) pursuant to an
agreement between the firm and each sub-adviser (“Sub-Advisory Agreement”). Each Sub-Advisory
Agreement provides that the sub-adviser, subject to our control and supervision, will have full investment
discretion for the account assets assigned to the sub-adviser and will make all determinations with
respect to account assets assigned to them and the purchase and sale of portfolio securities with
those assets, and any steps necessary to implement its decision. We will monitor and evaluate the
investment performance of each sub-adviser; determine the portion of your assets to be managed by
each sub-adviser; make changes or additions of sub-advisers when deemed appropriate; and coordinate
the investment activities of sub-advisers. CWM will generally be responsible for paying the advisory fees
charged by sub-advisers engaged by CWM. However, there are situations when the client will either
partially or totally bear the cost of the sub-adviser’s fee. In these situations, CWM will obtain the client’s
consent prior to allocating any of the client’s assets to a sub-adviser where they will incur additional fees,
which will be granted in the client’s investment advisory agreement or investment policy statement.
CWM’s Chief Compliance Officer remains available to address any questions that a client or prospective
client may have regarding the potential for incurring additional fees.
Clients with assets sub-advised to Quantinno Capital Management LP (“Quantinno”) will pay both a fee
to Quantinno and an advisory fee to CWM pursuant to the Investment Advisory Agreement. We require
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a written acknowledgement prior to allocating client assets to Quantinno. In our institutional advisory
services offering, we invest in Calamos Funds and recommend the use of CAL as a sub-adviser, subject to
the client’s consent in their investment advisory agreement or the investment policy statement. Clients
and prospective clients should review the disclosures above under the heading “Calamos Funds and The
Use of Affiliated Sub-Adviser” for additional information about the conflicts of interest these practices
present, and how we seek to mitigate them.
PREMIER PROGRAM
We also perform non-discretionary investment consulting services relative to those specific investment
assets and/or accounts specified in a Premier Program Agreement. We shall, when requested by you,
review the assets described in such an agreement and provide advice consistent with your designated
investment objectives. All such advice shall be based exclusively upon the information we receive from
you. You will maintain absolute discretion to accept or reject any of our investment recommendations
and you will be responsible for implementing any such recommendations.
TAILORED SERVICES APPLICABLE TO ALL PROGRAMS
During our initial consultations, the Client Relationship Management Team (the “Team”) will ask a series
of questions about your priorities and concerns. Based upon these consultations, we will then work to
create an investment policy statement to serve as a primary point of reference to ensure that your
objectives are clearly defined. We remain available to review the policy statement with you on an
ongoing basis, modifying it as necessary to accommodate changes to your long-term goals and
objectives. Your portfolio can be customized to suit your investment needs and goals. You have the
option of imposing reasonable investment restrictions on certain securities, industries, sectors, or asset
classes by providing us with written instructions when you open your advisory account, or at any time
thereafter.
MISCELLANEOUS
Private Investment Fund Recommendations and Advice
CWM also provides investment advice regarding affiliated and unaffiliated private investment funds. .
Clients and prospective clients should also review Item 4 under the heading “Calamos Funds and The Use
of Affiliated Sub-Adviser”, and Item 8 under the heading “Investment Strategies” to understand the costs
and conflicts that exist in recommending our own funds. CWM, on a non-discretionary basis,
recommends that certain qualified clients consider an investment in unaffiliated private investment
funds. CWM’s role relative to the private investment funds shall be limited to its initial and ongoing due
diligence and investment monitoring services. If a client determines to become a private fund investor,
the amount of assets invested in the fund(s) shall be included as part of “assets under management” for
purposes of CWM calculating its investment advisory fee. CWM’s clients are under absolutely no
obligation to consider, or make, an investment in a private investment fund.
Private investment funds involve various risk factors, including, but not limited to, potential for complete
loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set forth
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in each fund’s offering documents, which will be provided to each client for review and consideration.
Unlike liquid investments that a client may own, private investment funds do not provide daily liquidity
or pricing. Each prospective client investor will be required to complete a subscription agreement, where
the client will establish that they are qualified for investment in the fund and acknowledges and accepts
the various risk factors that are associated with their investment. NO client is under any obligation to
invest in any private investment fund.
In valuing the assets of any private investment fund for purposes of calculating its advisory fee, CWM
relies on the most recent valuations provided by the fund’s sponsor. When a fund sponsor has not
provided any updated valuations, CWM will use the most recent valuation obtained from the sponsor of
the investment.
In the event a private fund sponsor is unable to provide a current fund valuation, the firm, shall reflect
the most recent valuation provided by the fund sponsor. If no subsequent valuation post purchase is
provided by the Fund sponsor, then the valuation shall reflect initial purchase price (and/or a value as of
a previous date), the current value(s) (either the initial purchase price and/or the most recent valuation
provided by the fund sponsor). If the valuation reflects initial purchase price (and/or a value as of a
previous date), the current value(s) (to the extent ascertainable) could be significantly more or less than
the original purchase price. To the extent private fund proxies are sent to CWM, our affiliated sub adviser,
CAL will vote for these proxies.
Interval Funds
Interval Funds/Risks and Limitations: Where appropriate, Calamos Wealth Management LLC (“CWM”)
utilizes interval funds, including Calamos Funds. Clients and prospective clients should also review Item 4
under the heading “Calamos Funds and The Use of Affiliated Sub-Adviser”, and Item 8 under the heading
“Investment Strategies” to understand the costs and conflicts that exist in recommending our own funds.
An interval fund is a non-traditional type of closed-end mutual fund that periodically offers to buy back a
percentage of outstanding shares from shareholders. Investments in an interval fund involve additional
risk, including lack of liquidity and restrictions on withdrawals. During any time periods outside of the
specified repurchase offer window(s), investors will be unable to sell their shares of the interval fund..
There can also be situations where an interval fund has a limited amount of capacity to repurchase shares
and the fund will not be able to fulfill all purchase orders. In addition, the eventual sale price for the
interval fund could be less than the interval fund value on the date that the sale was requested. While an
interval fund periodically offers to repurchase a portion of its securities, there is no guarantee that
investors will sell their shares at any given time or in the desired amount. As interval funds can expose
investors to liquidity risk, investors should consider interval fund shares to be an illiquid investment.
Typically, the interval funds are not listed on any securities exchange and are not publicly traded. Thus,
there is no secondary market for the fund’s shares. Because these types of investments involve certain
additional risk, these funds will only be utilized when consistent with a client’s investment objectives,
individual situation, suitability, tolerance for risk and liquidity needs. Investment should be avoided where
an investor has a short-term investing horizon and/or cannot bear the loss of some, or all, of the
investment. There can be no assurance that an interval fund investment will prove profitable or successful.
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In light of these enhanced risks, a client may direct CWM, in writing, not to purchase interval funds for the
client’s account.
Limitation of Financial Planning and Non-Investment Consulting
To the extent specifically requested, CWM will provide financial planning and consulting services
regarding non-investment related matters, including wealth planning, tax planning, retirement planning,
and estate planning. CWM does not generally charge clients receiving any Private Wealth Advisory
Services beyond its advisory fee described in Item 5 below when its employees have the specialized
knowledge and skill to render these services. However, in its sole discretion, CWM reserves the right to
notify the client that its requested services fall outside the scope of its initial engagement and may
negotiate with the client the scope of any additional services. CWM is not a law firm, tax or accounting
firm, and no portion of our services should be construed as legal or accounting advice. To the extent
requested by a client, we recommend the services of other professionals for non-investment
implementation purposes (i.e., attorneys, accountants, insurance agents, investment bankers, and
appraisers). The client is under no obligation to engage the services of any recommended professional.
The client retains discretion over all implementation decisions and is free to accept or reject any
recommendation from CWM and its representatives. If the client engages any professional (i.e.,
attorneys, accountants, insurance agents, investment bankers, and appraisers), recommended or
otherwise, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse
exclusively from the engaged professional. At all times, the engaged licensed professional[s] (i.e.,
attorneys, accountants, insurance agents, investment bankers, and appraisers), and not CWM, shall be
responsible for the quality and competency of the services provided.
CWM believes that it is important for the client to address financial planning issues with CWM on an
ongoing basis. CWM’s fee, as set forth in the client’s agreement, will remain the same regardless of
whether or not the client determines to address planning issues with CWM. CWM is not responsible for
implementing, monitoring, or updating the client’s financial plan without the client’s request. CWM
remains available to address planning issues with the client, including updating the client’s financial plan,
upon the client’s request. Variable Annuities
Neither CWM, nor any of its representatives, sells variable annuity products, or is compensated for any
incidental guidance concerning a variable annuity provided as part of our overall portfolio review and
construction. However, when requested to do so by the client, CWM will provide general guidance to
the client with respect to how their variable annuity fits within the client’s overall investments.
Retirement Rollovers
A client or prospective client leaving an employer typically has four options regarding an existing
retirement plan (and may engage in a combination of these options): (i) leave the money in the former
employer’s plan, if permitted; (ii) roll over the assets to the new employer’s plan, if one is available and
rollovers are permitted; (iii) roll over the assets to an IRA; or (iv) cash out the account value (which could,
depending upon the client’s age, result in adverse tax consequences). If CWM recommends that a client
roll over their retirement plan assets into an account to be managed by CWM, such a recommendation
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creates a conflict of interest, if CWM will earn new (or increase its current) compensation because of the
rollover. If CWM provides a recommendation as to whether a client should engage in a rollover or not
(whether it is from an employer’s plan or an existing IRA), CWM is acting as a fiduciary within the meaning
of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as
applicable, which are laws governing retirement accounts. No client is under any obligation to roll over
retirement plan assets to an account managed by CWM, whether it is from an employer’s plan or an
existing IRA. CWM’s Chief Compliance Officer remains available to address any questions that a client or
prospective client may have regarding the potential for conflict of interest presented by a rollover
recommendation.
Cash Positions.
CWM continues to treat cash as an asset class. As such, unless determined to the contrary by CWM, all
cash positions (money markets, etc.) shall continue to be included as part of assets under management
for purposes of calculating CWM’s advisory fee. At any specific point in time, depending upon perceived
or anticipated market conditions/events (there being no guarantee that such anticipated market
conditions/events will occur), CWM may maintain cash positions for defensive purposes. In addition,
while assets are maintained in cash, such amounts could miss market advances. Depending upon current
yields, at any point in time, CWM’s advisory fee could exceed the interest paid by the client’s money
market fund.
Cash Sweep Accounts. Certain account custodians can require that cash proceeds from account
transactions or new deposits, be swept to and/or initially maintained in a specific custodian designated
sweep account. The yield on the sweep account will generally be lower than those available for other
money market accounts. When this occurs, to help mitigate the corresponding yield dispersion, CWM
shall (usually within 30 days thereafter) generally (with exceptions) purchase a higher yielding money
market fund available on the custodian’s platform, unless CWM reasonably anticipates that it will utilize
the cash proceeds during the subsequent 30-day period to purchase additional investments for the
client’s account. Exceptions and/or modifications can and will occur with respect to all or a portion of the
cash balances for various reasons, including, but not limited to the amount of dispersion between the
sweep account and a money market fund, an indication from the client of an imminent need for such cash,
or the client has a demonstrated history of writing checks from the account. Please Note: The above does
not apply to the cash component maintained within a CWM actively managed investment strategy (the
cash balances for which shall generally remain in the custodian designated cash sweep account), assets
allocated to an unaffiliated investment manager, and cash balances maintained for fee billing purposes.
Please Also Note: The client shall remain exclusively responsible for yield dispersion/cash balance
decisions and corresponding transactions for cash balances maintained in any CWM unmanaged accounts.
ANY QUESTIONS: CWM’s Chief Compliance Officer remains available to address any questions that a
client or prospective client may have regarding the above.
Custodian Charges-Additional Fees.
When requested to recommend a broker-dealer/custodian for client accounts, CWM generally
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recommends that Fidelity and/or Schwab serve as the broker-dealer/custodian for client investment
management assets. Broker-dealers such as Fidelity and Schwab charge brokerage commissions,
transaction, and/or other type fees for effecting certain types of securities transactions (i.e., including
transaction fees for certain mutual funds, and mark-ups and mark-downs charged for fixed income
transactions, etc.). The types of securities for which transaction fees, commissions, and/or other type fees
(as well as the amount of those fees) shall differ depending upon the broker-dealer/custodian (while
certain custodians, including Fidelity and Schwab, do not currently charge fees on most individual equity
transactions, others do. Please Note: there can be no assurance that Fidelity and/or Schwab will not
change their transaction fee pricing in the future). When beneficial to the client, individual fixed-income
and/or equity transactions are effected through broker-dealers with whom CWM, its affiliates, and/or the
client have entered into arrangements for prime brokerage clearing services, including effecting certain
client transactions through other SEC registered and FINRA member broker-dealers (in which event, the
client generally will incur both the transaction fee charged by the executing broker-dealer and a “trade-
away” fee charged by Fidelity or Schwab ). See Item 12 below. The above fees/charges are in addition to
CWM’s investment advisory fee in Item 5 below. CWM does not receive any portion of these fees/charges.
Portfolio Activity.
CWM has a fiduciary duty to provide services consistent with the client’s best interest. CWM will review
client portfolios on an ongoing basis to determine if any changes are necessary based upon a range of
factors, including, but not limited to, investment performance, market conditions, fund manager tenure,
style drift, account additions/withdrawals, and/or a change in the client’s investment objective. Based
upon these factors, there may be extended periods of time when CWM determines that changes to a
client’s portfolio are neither necessary, nor prudent. Clients remain subject to the fees described in Item
5 below during periods of account inactivity.
Introductions to Other Professionals
In the event that a client advises CWM that it requires the services of an unaffiliated professional (i.e.,
attorneys, accountants, insurance agents, investment bankers, and appraisers), and the client requests
an introduction from CWM, CWM will make an introduction to a professional who is also a CWM client.
Unless otherwise indicated, in writing, neither CWM, nor any CWM employee, will receive any
compensation from the professional for the introduction. If CWM introduces a client to an unaffiliated
professional who it knows to be a CWM client, CWM will disclose the conflict, in writing, to the client. No
client is under any obligation to utilize the services of any such recommended professional.
Client Obligations
In performing its services, CWM is not required to verify any information received from the client or from
the client’s other professionals and is expressly authorized to rely on the information the client or its
other professionals provides. Moreover, each client is advised that it remains their responsibility to
promptly notify CWM if there is ever any change in their financial situation or investment objectives so
that CWM can review, and if necessary, revise its prior advice.
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Borrowing Against Assets
A client who has a need to borrow money could determine to do so by using:
• Margin-The account custodian or broker-dealer lends money to the client. The custodian
charges the client interest for the right to borrow money, and uses the assets in the client’s
brokerage account as collateral; and
• Pledged Assets Loan- In consideration for a lender (i.e., a bank, etc.) to make a loan to the client,
the client pledges its investment assets held at the account custodian as collateral.
These above-described collateralized loans are generally utilized because they provide competitive
interest rates. These types of loans can assist with a pending home purchase, permit the retirement of
more expensive debt, or enable borrowing in lieu of liquidating existing account positions and incurring
capital gains. However, such loans are not without potential material risk to the client’s investment assets.
The lender (i.e., custodian, bank, etc.) will have recourse against the client’s investment assets in the event
of loan default or if the assets fall below a certain level. For this reason, CWM does not recommend such
borrowing unless it is for specific short-term purposes (i.e., a bridge loan to purchase a new residence).
CWM does not recommend such borrowing for investment purposes (i.e., to invest borrowed funds in the
market). Regardless, if the client were to determine to utilize margin or a pledged assets loan, the
following economic benefits would inure to CWM:
• by taking the loan rather than liquidating assets in the client’s account, CWM continues to earn
•
a fee on such Account assets;
if the client invests any portion of the loan proceeds in an account to be managed by us, CWM
will receive an advisory fee on the invested amount; and
• CWM’s advisory fee is based upon the higher margined account value, therefore CWM will earn
a correspondingly higher advisory fee. This will incentivize CWM to encourage the use of margin.
Please Note: The Client must accept the above risks and potential corresponding consequences
associated with the use of margin or pledged assets loans.
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
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•
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
• 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: CWM does not utilize AI technology for portfolio design or decision making.
ASSETS UNDER MANAGEMENT
As of December 31, 2024 CWM had approximately $4.1 billion in discretionary assets under
management and approximately $394 million in non-discretionary assets under management.
Item 5: Fees and Compensation
PRIVATE WEALTH ADVISORY SERVICES
WEALTH ADVISORY PROGRAM
CWM shall have overall responsibility for the general supervision and management of accounts and shall
oversee any sub-advisers. CWM will charge the following annual fees for accounts participating in the
Wealth Advisory Program:
Up to $2,000,000 in assets under management
Next $3,000,000 in assets under management
Next $5,000,000 in assets under management
Over $10,000,000 in assets under management
1.25%
1.00%
0.75%
0.50%
As described more fully above in Item 4 under the heading “Calamos Funds and The Use of Affiliated Sub-
Adviser”, CWM will waive its advisory fee with respect to any client assets invested in Calamos Funds.
Fees are based upon a percentage of assets under management, typically calculated at the end of each
calendar quarter and are normally payable quarterly in advance, based upon the market value of the
assets on the last business day of the previous quarter. We generally do not make any adjustments for
contributions or withdrawals from your account that occur during a quarter. Generally, some portion of
your account balance will be held in cash (i.e., money market funds), and that cash balance is included in
your fee calculation. At times, in a low yield environment, your fee will exceed your money market yield.
In addition, for clients utilizing margin or pledging assets for collateralized loans, CWM will include the
entire market value of the margined/pledged assets when computing its advisory fee. Fees will be
automatically deducted from your account, or you will be invoiced, depending upon your election. For
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accounts that are billed in advance, upon termination any unearned fees for the quarter will be refunded
by CWM. For invoiced clients, a failure to remit payment within 90 days will result in an automatic
deduction from your account.
We utilize vendor supplied pricing that will, at times, differ from custodial pricing. You should review
your CWM statements and valuations and compare them to your custodian statements and call us with
any concerns.
Please review the disclosures below under the heading “Other Fees and Expenses Relating to Investing
with CWM” for more information about other fees and expenses that you may incur.
Please review Item 8 below for more information about our security selection practices as it relates to
transaction fees.
CALAMOS MANAGED MUTUAL FUND PROGRAM
CWM shall have overall responsibility for the general supervision and management of accounts and shall
oversee any sub-advisers (sub-advisers applies only to CAL) for clients who, as of April 30, 2015, maintain
a sub-advised account. CWM will charge the following annual fees for accounts participating in the
Calamos Managed Mutual Fund Program:
Up to $2,000,000 in assets under management
Next $3,000,000 in assets under management
Next $5,000,000 in assets under management
Over $10,000,000 in assets under management
0.50%
0.35%
0.25%
0.20%
Certain legacy clients who engaged CWM’s services are grandfathered under a prior fee schedule. Fees
are based upon a percentage of assets under management, typically calculated at the end of each
calendar quarter and are normally payable quarterly in advance, based upon the market value of the
assets on the last business day of the previous quarter. We generally do not make any adjustments for
contributions or withdrawals from your account that occur during a quarter. Generally, some portion of
your account balance will be held in cash (i.e., money market funds), and that cash balance is included in
your fee calculation. At times, in a low yield environment, your fee will exceed your money market yield.
In addition, for clients utilizing margin or pledging assets for collateralized loans, CWM will include the
entire market value of the margined/pledged assets when computing its advisory fee. Fees will be
automatically deducted from your account, or you will be invoiced, depending upon your election. For
accounts that are billed in advance, upon termination any unearned fees for the quarter shall be
refunded by CWM. For invoiced clients, a failure to remit payment within 90 days will result in an
automatic deduction from your account. We utilize vendor supplied pricing that will, at times, differ
from custodial pricing. You should review your CWM statements and valuations compared to your
custodian statements and call us with any concerns.
Please review the disclosures below under the heading “Other Fees and Expenses Relating to Investing
with CWM” for more information about other fees and expenses that you may incur.
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Please review Item 8 below for more information about our security selection practices as it relates to
transaction fees.
CWM has set the pricing for the Calamos Managed Mutual Fund Program based partially on its affiliates
receipt of management fees from managing the Calamos Funds, which currently ranges from 0.30% to
1.25%. These are outlined in the prospectus that you receive, and are subject to change. As described
more fully above in Item 4 under the heading “Calamos Funds and The Use of Affiliated Sub-Adviser”,
CWM provides a waiver of its advisory fee on any Calamos Funds held in an IRA or a portfolio that is
subject to ERISA.
INSTITUTIONAL ADVISORY SERVICES
CWM shall have overall responsibility for the general supervision and management of accounts and
oversee any sub-advisers. The advisory fees associated with these sub-advisers will be based on the type
of strategies in which the assets are invested and the amount of assets under management and will
generally range between 0.30 – 1.00% as specified in the Investment Advisory Agreement. Fees may be
lower based upon the individual relationship. These fees are described in any sub-adviser’s Form ADV
Part 2A, a copy of which we will provide to all clients who maintain an account with a sub-adviser. We
have a conflict of interest in recommending the use or continued use of CAL as a sub-adviser, because we
avoid paying other unaffiliated sub-advisers. We also provide a waiver of our advisory fee on any Calamos
Funds held in an IRA or a portfolio that is subject to ERISA. For more information about our selection of
CAL and our waiver of our advisory fee on investments in Calamos Funds held in an IRA or a portfolio that
is subject to ERISA, you should review Item 4 under the heading “Calamos Funds and The Use of Affiliated
Sub-Adviser”.
Other Fees and Expenses for Private Wealth Advisory Services and Institutional Advisory Services
CWM’s advisory fees described above do not include charges resulting from trades executed with or
through broker-dealers, markups or markdowns by such other broker-dealers, electronic fund and wire
transfer fees, custodial fees, and any other charges imposed by the client’s account custodian. All these
additional fees are the responsibility of the client. See Item 12 for a discussion of our brokerage practices.
In addition, clients will incur additional fees and expenses of their underlying investments made or
recommended by CWM, which include fees incurred as shareholders of mutual funds and ETFs, including
the Calamos Funds. Clients and prospective clients should also review the disclosures in Item 4 under the
heading “Calamos Funds and The Use of Affiliated Sub-Adviser”, for more information about the conflict
of interests associated with investing in Calamos Funds and how we seek to mitigate those conflicts.
CWM will generally be responsible for paying the advisory fees charged by sub-advisers engaged by CWM.
However, there are situations when the client will either partially or totally bear the cost of the sub-
adviser’s fee. In these situations, CWM will obtain the client’s consent prior to allocating any of the client’s
assets to a sub-adviser where they will incur additional fees, which will be granted in the client’s
investment advisory agreement or investment policy statement. CWM’s Chief Compliance Officer
remains available to address any questions that a client or prospective client may have regarding the
potential for incurring additional fees.
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LIMITED NEGOTIABILITY OF ADVISORY FEES
Although we have established the fee structure above for each program that we offer, we retain the
discretion to negotiate alternative fees on a client-by-client basis. Pre-existing advisory clients are
subject to Calamos’ minimum account requirements and advisory fees in effect at the time the client
entered the advisory relationship. Therefore, our firm’s minimum account requirements will differ among
clients.
The nature of our proposed relationship with you is considered in determining the fee structure for your
account. This includes assets to be placed under management, anticipated future additional assets,
services provided, related accounts, portfolio style, account composition (asset type/strategy) and
competitive pricing in the local market.
Your specific annual fee structure is identified in your Investment Advisory Agreement. We group
certain related accounts for the purposes of determining the annualized fee or for achieving the
minimum account size requirements described in more detail in Item 7. Discounts are offered to family
members and friends of associated persons of our firm.
It should be noted that while we believe our fees are reasonable, similar advisory services are likely
available from other registered (or unregistered) investment advisers for similar or lower fees.
A client may pay higher fees than another client in the same strategy. Also, clients with larger assets under
management generate more revenue for CWM than smaller accounts. These differences give rise to a
conflict that a wealth advisor or portfolio manager may favor the higher fee-paying account over the
other or allocate more time to the management of one account over another.
TRUST SERVICES FEES
As indicated above at Item 4, CWM can provide trust services to its clients through an affiliation with
various trust companies. If a client determines to use the services of a third-party trust company, the trust
company will serve as the administrative trustee and CWM will serve as the client’s investment adviser.
Clients will be charged both an administrative trustee fee by the trust company, and an investment
advisory fee by CWM in accordance with the fees outlined above in this Item 5. The fee charged by the
trust company is generally based on a percentage of the market value of the assets in trust, subject to
annual fee minimums. The fee charged by the trust company is dictated in a separate agreement between
the client and the trust company. CWM does not share fees with any third-party trust companies. No
client is under any obligation to use the services of any third-party trust company. CWM’s Chief
Compliance Officer remains available to address any questions that a client or prospective client may
have regarding our relationship with any trust company, this offering, or the fees imposed by a third-
party trust company or CWM.
TERMINATION OF THE ADVISORY RELATIONSHIP
Your Investment Advisory Agreement may be canceled at any time, by either party, for any reason upon
receipt of 30 days’ written notice. Whether the management fee is billed in advance or arrears, upon
termination of your account, any prepaid or unearned fees will be promptly refunded. Immediate
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payment of unpaid fees will be requested. In calculating your remaining fee or reimbursement, we will
pro rate the fee or reimbursement according to the number of days remaining in the billing period.
Item 6: Performance-Based Fees and Side-By-Side Management
We are not compensated through performance-based fees. Performance based fees are fees that can be
charged based upon a share of capital gains on or capital appreciation of the assets of a client. As stated
in Item 5 above, our fees are based on your account’s market value and are not dependent upon whether
your account gains value. CAL and other affiliates accept performance-based fees. CWM’s personnel that
are responsible for managing client accounts do not manage any accounts for which CWM charges
performance-based fees. For more information about CAL’s acceptance of performance-based fees,
allocation policies and how CAL mitigates these conflicts of interest, clients should review CAL’s Form ADV
Part 2A.
A client may pay higher fees than another client in the same strategy. Also, clients with larger assets under
management generate more revenue for CWM than smaller accounts. These differences give rise to a
conflict that a wealth advisor or portfolio manager may favor the higher fee-paying account over the other
or allocate more time to the management of one account over another.
In Item 10 below we provide information about certain of our affiliates. These affiliates and their
employees invest in products managed by CAL to support the continued growth of our investment
products and strategies, including investments to seed new products. Notwithstanding any provision to
the contrary in the Calamos Code of Ethics, investments made by CAL, Calamos Financial Services LLC,
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, these entities or individuals
may hedge corporate or personal investments in such products. However, these hedging transactions are
subject to pre-clearance by CAL’s Corporate Investment Committee. The Chief Compliance Officer and the
Calamos Funds’ Chief Compliance Officer are copied in the approval process. In addition, these entities do
not receive preferential treatment over clients. They may, however, be traded together with discretionary
client transactions. All other provisions of the Calamos Code of Ethics are otherwise applicable.
Employees of CWM also purchase certain non-discretionary private funds/alternative investments that
are also offered to clients of CWM. Approval may be granted after consideration of conflicts by CWM's
Chief Investment Officer (CIO) and Compliance. Transactions are reviewed to ensure no clients are
disadvantaged and employee transactions are continually monitored by the firm, per its Code of Ethics &
Insider Trading Policy.
Item 7: Types of Clients
We provide 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 defined benefit plans and those of
corporations. The minimum account sizes for our Private Wealth Advisory and Institutional Services
Programs are typically $1 million and $5 million, respectively, subject to our discretion to group certain
related accounts as described in Item 5. CWM, in its sole discretion, reserves the right to reduce or waive
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its minimum account size.
Item 8: Methods of Analysis, Investment Strategies, and Risks of Loss
INVESTMENT STRATEGIES
Our team typically meets with you to determine your investment objectives, risk tolerance, and financial
situation. The team will ask a series of questions about your priorities and concerns. Based upon these
consultations, we will then work to create an investment policy statement to serve as a primary point of
reference to ensure that your objectives are clearly defined. We remain available to review the policy
statement with you on an ongoing basis, modifying it as necessary to accommodate changes to your long-
term goals and objectives.
Your account plan includes an asset allocation which is based on your investment policy statement. Your
account will then be managed according to your investment policy statement and account plan subject
to the supervision of the Investment Committee in conjunction with the investment professional or
professionals that service your relationship.
In the Wealth Advisory Program, CWM creates and continuously manages portfolios by typically using
the following types of securities: individual equity and fixed-income securities, Calamos Funds, non-
Calamos Funds, Private Funds, Interval Funds, Tender Offer Funds, ETFs, and limited partnerships.
Calamos Funds include open end funds and ETFs, closed end funds, interval funds, and private funds.
CWM also recommends or selects sub-advisers to manage a portfolio of individual equities or fixed-
income securities for your account.
In the Calamos Managed Mutual Fund Program, CWM will manage a mutual fund portfolio comprised of
Calamos Funds that are open-ended mutual funds. CWM will only use non-Calamos Funds when, and if,
in its sole discretion, the desired asset class or strategy is not available in an existing Calamos Fund. At
most times, CWM expects that portfolios in the Calamos Managed Mutual Fund Program will be invested
entirely in Calamos Funds. Given the structure of this program, a current or prospective Calamos
Managed Mutual Fund Program client should review the disclosure in Item 4 under the heading “Calamos
Funds and The Use of Affiliated Sub-Adviser”. You could own mutual funds that perform better (or worse)
or have more favorable (or less favorable) investment metrics outside of the Calamos Managed Mutual
Fund Program. A client and/or prospective client can direct us, in writing, not to utilize the services of
CAL or purchase any affiliated investment products for the client’s account(s).
To create desired behaviors in portfolios, CWM’s process starts with the sourcing of ideas, which is then
followed by a quantitative and qualitative evaluation. The byproduct of these two steps is followed by
vehicle selection and portfolio construction. The fourth step involves ongoing monitoring. Each of these
steps is described in more detail below.
When selecting the universe of sub-advisers for an investment strategy, CWM will only consider CAL,
unless CAL does not currently offer the strategy being sought by CWM. As a result, our universe will cause
us to select CAL even if an unaffiliated sub-adviser exists with more favorable performance or other
investment metrics. A client and/or prospective client can direct us, in writing, not to utilize the services
of CAL or purchase any affiliated investment products for the client’s account(s).
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1. Sourcing of Opportunities: CWM uses its extensive network, research partners and databases to
identify investment strategies that it believes are worth further review. This process is
encompassing as it does not rely on any specific database or other limiting factors. While CWM
uses database screens, it believes that these screens are limited based on the type of investment
vehicle being evaluated and based on the methodologies used by the screens themselves. For
example, an investment manager may have a longer-term successful track record, yet a particular
vehicle being considered that is managed by that manager may have a relatively limited track
record. Similarly, strategies with attractive long-term characteristics may have changed over time
that raises questions about their future performance. Many of these limitations can be addressed
through the quantitative and qualitative evaluation process.
2. Quantitative & Qualitative Evaluation: After the sourcing of ideas, the investment (or group of
investments) or sub-adviser under consideration is evaluated by CWM, a research vendor or
partner, or a combination of these parties. For strategies where CAL serves as the sub-adviser,
CWM monitors – for example – performance, risk, and peer group rankings.
includes performance behavior analysis
including reviews of
The quantitative process
performance relative to appropriate benchmarks, level of risk taken, risk-adjusted returns, yield
levels, benchmark tracking error, management fees, etc. The qualitative process includes factors
such as the underlying manager’s track record and tenure, philosophy and process employed,
desired behavior, such as higher risk or lower risk, higher or lower yield generated, etc.
CWM will generally select the least expensive share class available at the client’s account’s
custodian in an effort to maximize returns. However, CWM may determine to select a share class
that is more expensive when a less expensive share class is available to reduce transaction costs.
CWM analyzes mutual fund and ETF transaction fees at the strategy level and does not typically
consider the impact of transaction fees at the individual client level. Clients with unique situations,
such as higher rates of withdrawals and contributions or frequent changes in their investment
policy statement, investment objectives or financial situation are not specifically considered when
CWM makes share class determinations. Those clients may incur more transaction costs because
of their unique situation and they may impose restrictions on CWM to not purchase mutual funds
or ETFs that incur transaction fees.
The availability of share classes at a client’s custodian may have an impact on the overall
performance of the account. Clients who have questions about the differences in available mutual
funds and ETFs at their account’s custodian are invited to discuss these matters with their
Relationship Team
CWM and its affiliates do not receive any portion of the 12b-1 fees paid by any mutual fund in the
Wealth Advisory Program and none of the Calamos Funds used in the Calamos Managed Mutual
Fund Program pay rule 12b-1 fees to CWM. In the Wealth Advisory Program, CWM prefers mutual
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fund share classes that do not pay these fees. Notwithstanding, CWM may select a mutual fund
or share class that pays rule 12b-1 fees when it believes doing so is justified.
3. Security Selection and Portfolio Construction: After completing its evaluation, CWM selects its
investment or group of investments for inclusion in a portfolio. CWM has already analyzed each
security on a stand-alone basis, and they then seek to determine how each investment will
complement other portfolio holdings to create the desired behavior. Assuming that CWM is
satisfied with the security selection and portfolio construction, it will implement those selections
in relevant client portfolios subject to any client-imposed restrictions.
4. Ongoing Monitoring: CWM monitors the portfolios that it constructs on an ongoing basis. CWM
regularly conducts reviews, which are designed to ensure that a portfolio and its underlying
investments are performing as intended. If CWM determines that an investment is not
performing as intended, it will consider removing that investment from a portfolio. Any
replacement security would be identified using the process described above.
Our Investment Committee oversees our investment policies and strategies. The Investment Committee
reviews the specific investments, investment allocations, and asset class weightings held in our firm’s
accounts while also considering the current economic and investment environment and asset class
performance.
While we maintain a long-term investing strategy, your individual needs and situation may influence
a short-term strategy. We recommend sub-advisers, mutual funds, or consulting services depending
upon your objectives and investable assets.
In some circumstances, CWM will invest in new funds (including Calamos Funds) that have a limited or no
fund level track record. This tends to be more prevalent in the private investment space, where new
capabilities are introduced based on market opportunities and circumstances (i.e., an Opportunistic
Private Credit Strategy). In some cases, it may be an advantage to allocate fresh capital to a new strategy
(i.e., Distressed Investing). The Investment Committee conducts due diligence on all funds on its platform
and monitors performance consistent with its policies and procedures mentioned above. This includes
new fund offerings.
For our Institutional Advisory Services clients, we generally provide consultative services in conjunction
with sub-advisers’ investment management teams.
Different types of investments involve varying degrees of risk, and it should not be assumed that future
performance of any specific investment or investment strategy recommended or taken by CWM will be
profitable or equal any specific performance levels.
OPTION STRATEGIES
As discussed above, and if suitable for the client, CWM engages in options transactions seeking to:
Hedge the risk of a concentrated listed equity holding
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Enhance the cashflow of a listed equity holding
Enhance the cashflow of broad equity market liquid index securities (ETFs)
Enhance the yield of large cash positions
Note: CWM will only utilize these strategies with client consent and execution of a separate options
document.
The use of options transactions as an investment strategy can involve an elevated level of inherent risk.
Option transactions establish a contract between two parties concerning the buying or selling of an asset
at a predetermined price during a specific period. During the term of the option contract, the buyer of
the option gains the right to demand fulfillment by the seller. Fulfillment may take the form of either
selling or purchasing a security, depending upon the nature of the option contract. Generally, the
purchase or sale of an option contract shall be with the intent of “hedging” a potential market risk in a
client’s portfolio and/or generating income for a client’s portfolio. Please Note: Certain options-related
strategies (i.e., straddles, short positions, etc.), may, in and of themselves, produce principal volatility
and/or risk. Thus, a client must be willing to accept these enhanced volatility and principal risks associated
with such strategies. Considering these enhanced risks, clients may direct CWM, in writing, not to employ
any or all such strategies for his/her/their/its accounts.
Please Note: There can be no guarantee that an options strategy will achieve its objective or prove
beneficial. No client is under any obligation to enter any option transactions. However, if the client does
so, he/she must be prepared to accept the potential for unintended or undesired consequences (i.e.,
losing ownership of the security, incurring capital gains taxes).
Covered Call Writing: Covered call writing is the sale of in-, at-, or out-of-the money call option against a
long security position held in a client portfolio. This type of transaction is used to generate income. It also
serves to create downside protection in the event the security position declines in value. Income is
received from the proceeds of the option sale. Such income may be reduced or lost to the extent it is
necessary to buy back the option position prior to its expiration. There can be no assurance that the
security will not be called away by the option buyer, which will result in the client (option writer) losing
ownership in the security and incur potential unintended tax consequences. The writer of an option has
no control over the time when it may be required to fulfill its obligation. Once an option writer has
received an exercise notice, it cannot affect a closing purchase transaction to terminate its obligation
under the option and must deliver the underlying security at the exercise price. Covered call strategies
are generally suited for companies with lower price volatility.
Long Put Option Purchases: Long put option purchases allow the option holder to sell or “put” the
underlying security at the contract strike price at a future date. If the price of the underlying security
declines in value, the value of the long-put option can increase in value depending upon the strike price
and expiration. Long puts are often used to hedge a long stock position to protect against downside risk.
The security/portfolio could still experience losses depending on the quantity of the puts bought, strike
price and expiration. If the security is put to the option holder, it will result in the client (option seller)
losing ownership in the security and to incur potential unintended tax consequences. Options are wasting
assets and expire (usually within nine months of issuance).
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Under limited circumstances, when mitigating circumstances arise, CWM also considers engaging in
the following type options transactions:
Long Call Option Purchases: Long call option purchases allow the option holder to be exposed to the
general market characteristics of a security without the outlay of capital necessary to own the security.
Options are wasting assets and expire (usually within nine months of issuance), and as a result can expose
the investor to significant loss.
Option Spreading: Option spreading usually involves the purchase of a call option and the sale of a call
option at a higher contract strike price, both having the same expiration month. The purpose of this type
of transaction is to allow the holder to be exposed to the general market characteristics of a security
without the outlay of capital to own the security, and to offset the cost by selling the call option with a
higher contract strike price. In this type of transaction, the spread holder “locks in” a maximum profit,
defined as the difference in contract prices reduced by the net cost of implementing the spread. There
are many variations of option spreading strategies; please contact the Options Clearing Corporation for a
current Options Risk Disclosure Statement that discusses each of these strategies.
Equity Collar: A collar combines both a cap and a floor. A cap gives the purchaser of the cap the right (for
a premium payment), but not the obligation, to receive the difference in the cost on some amount when
a specified index rises above the specified “cap rate.” A floor is the opposite of a cap—it gives the
purchaser of the floor the right (for a premium payment), but not the obligation, to receive the difference
in interest payable on an amount when a specified index falls below the specified “floor rate.” A collar
involving stock is called an “equity collar.” In a collar transaction, the buyer of the collar purchases a cap
while selling a floor indexed to the same rate or asset. A zero-cost collar results when the premium earned
by selling a floor exactly offsets the cap premium.
Cash Secured Short Put: Selling a cash-secured put is a strategy that allows an investor to be paid a
premium for the obligation to buy a particular stock at the put's strike price if the investor is assigned.
This strategy provides the investor the opportunity to purchase underlying security for a price that is lower
than it is currently trading. In the case of cash/margin-covered short put assignments, the equity shares
or cash received will automatically be brought into the option overlay program, thereby treating the assets
as managed and billed.
Please Note: There can be no guarantee that an options strategy will achieve its objective or prove
beneficial. No client is under any obligation to enter into any option transactions. However, if the client
does so, he/she must be prepared to accept the potential for unintended or undesired consequences
(i.e., losing ownership of the security, incurring capital gains taxes).
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 securities you invest in, you face the following investment risks:
Alternative Strategy Risk: Alternative investment strategies can range in expected risk levels
from low to moderate to higher risk. Some alternatives are speculative and entail substantial
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risks. 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. 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 represent direct or indirect participation in, or are collateralized by
and payable from, mortgage loans secured by real property. Payment of interest and repayment
of principal are 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 like 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
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providing 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 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 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.
Certificates of Deposit: Certificates of deposit are generally considered safe instruments,
although they are subject to the level of general interest rates, the credit quality of the issuing
bank, and the length of maturity. Depending on the length of maturity there can be prepayment
penalties if the client needs to convert the certificate of deposit to cash prior to maturity.
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 strategies portfolio. In addition, the credit rating agencies may
provide estimates of the credit quality of the securities. The ratings may not take into account
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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. 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.
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, and misappropriating assets or
sensitive information, corrupting data, or causing operational disruption, including the denial-of-
service attacks on websites. Cybersecurity failures or breaches by a third-party service provider
and the issuers of securities in which one of our 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
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unauthorized access is gained is also continually becoming more complex and sophisticated.
Therefore, there can be no assurances that the controls Calamos has in place will be adequate in
protecting client data from either deliberate or inadvertent cyber breaches. Also, there is a risk
that Calamos would not 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.
Equity Securities Risk: The securities markets are volatile, and the market prices of the securities
held by a Client may decline generally. The price of equity securities fluctuates based on changes
in a company’s financial condition and overall market and economic conditions. If the market
prices of the securities owned by a Client fall, the value of in investment in the Client will decline.
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 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 based on 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.
When selecting mutual funds in the Wealth Advisory Program and Calamos Managed Mutual Fund
Program, CWM analyzes mutual fund and ETF transaction fees at the strategy level and does not
consider the impact of transaction fees at the client level. Clients with unique situations, such as
higher than average rates of withdrawals and contributions or frequent changes in their
investment policy statement, investment objectives or financial situation are not specifically
considered in this analysis. Those clients may incur more in transaction costs because of their
unique situation and may impose restrictions on CWM to not purchase mutual funds or ETFs that
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incur transaction fees.
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 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 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
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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.
Horizon/Longevity Risk: The risk that your investment horizon is shortened because of an
unforeseen event, for example, the loss of your job. This may force you to sell investments that
you were expecting to hold for the long term. If you must sell at a time that the markets are down,
you may lose money. Longevity Risk is the risk of outliving your savings. This risk is particularly
relevant for people who are retired or are nearing retirement.
Inactivity Risk: CWM reviews client portfolios on either a periodic or “as-needed basis” as
described in greater detail in Item 13 below. Depending on the results of those reviews, CWM may
determine that changes to a client’s portfolio are unnecessary. CWM 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 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 funds that CWM may use have the power to borrow funds and use
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
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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 margin deposit and, therefore,
provides substantial leverage. Accordingly, relatively small price movements in these financial
instruments may result in immediate and substantial losses to a client’s portfolio.
Certain funds 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, 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 several 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.
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Market Risk: The risk that the securities markets will increase or decrease in value is considered
market risk and applies to any security. 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 an underlying mutual fund or ETF invests.
Non-Diversification Risk: Investments that are concentrated in one or few industries or sectors
may involve more risk than more diversified investments, including the potential for greater
volatility.
Other Investment Company (including ETF) Risk: Investments in investment companies, such as
ETFs and mutual funds (including the Calamos Funds), involve the duplication or layering of
advisory fees and certain other expenses. Investment company shareholders bear the fund’s
proportionate share of the fees and expenses in connection with the fund’s own operations, and
indirectly the fees and expenses of any underlying investment, which may include other
investment companies. 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 company 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, certain mutual funds and ETFs may engage in short sales of
securities of other investment companies. When a fund shorts securities of another investment
company, it borrows shares of that investment company which it then sells. A 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.
In addition, most mutual funds and ETFs are available directly to the public. You can obtain many
of the mutual funds and ETFs used by CWM without engaging CWM. However, you will not receive
CWM’s initial and ongoing investment advisory services.
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.
Recent Market Event Risk: In the past decade, financial markets throughout the world have
experienced increased volatility, depressed valuations, decreased liquidity and heightened
uncertainty and turmoil. This turmoil resulted in unusual and extreme volatility in the equity and
debt markets, in the prices of individual securities and in the world economy. Events that have
contributed to these market conditions include, but are not limited to, major cybersecurity
events, geopolitical events (including wars, terror attacks and public health emergencies),
measures to address budget deficits, downgrading of sovereign debt, declines in oil and
commodity prices, dramatic changes in currency exchange rates, and public sentiment. In
addition, many governments and quasi-governmental entities throughout the world have
responded to the turmoil with a variety of significant fiscal and monetary policy changes,
including, but not limited to, direct capital infusions into companies, new monetary programs and
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dramatically lower interest rates.
A recent outbreak of respiratory disease caused by a novel coronavirus was first detected in China
in December 2019 and has now been detected internationally. This coronavirus has resulted in
closing borders, enhanced health screenings, healthcare service preparation and delivery,
quarantines, cancellations, disruptions to supply chains and customer activity, as well as general
concern and uncertainty. The impact of this coronavirus, and other epidemics and pandemics that
may arise in the future, could affect the economies of many nations, individual companies and
the market in general in ways that cannot necessarily be foreseen at the present time. In addition,
the impact of infectious diseases in developing or emerging market countries may be greater due
to less established health care systems. Health crises caused by the recent coronavirus outbreak
may exacerbate other pre-existing political, social and economic risks in certain countries. The
impact of the outbreak may be short term or may last for an extended period.
While the extreme volatility and disruption that U.S. and global markets experienced for an
extended period of time beginning in 2007 and 2008 had, until the recent coronavirus outbreak,
generally subsided, uncertainty and periods of volatility still remained, and risks to a robust
resumption of growth persisted. Federal Reserve policy, including with respect to certain interest
rates, may adversely affect the value, volatility and liquidity of dividend and interest paying
securities. Market volatility, dramatic changes to interest rates and/or a return to unfavorable
economic conditions may lower the portfolio’s performance or impair the portfolio’s ability to
achieve its investment objective.
A number of countries in Europe have suffered terror attacks, and additional attacks may occur
in the future. Ukraine has experienced ongoing military conflict; this conflict may expand, and
military attacks could occur elsewhere in Europe. Europe has also been struggling with mass
migration from the Middle East and Africa. The ultimate effects of these events and other socio-
political or geographical issues are not known but could profoundly affect global economies and
markets.
As a result of political and military actions undertaken by Russia, the U.S. and the EU have
instituted sanctions against certain Russian officials and companies. These sanctions and any
additional sanctions or other intergovernmental actions that may be undertaken against Russia
in the future may result in the devaluation of Russian currency, a downgrade in the country’s
credit rating, and a decline in the value and liquidity of Russian securities. Such actions could result
in a freeze of Russian securities, impairing the ability of a portfolio to buy, sell, receive, or deliver
those securities. Retaliatory action by the Russian government could involve the seizure of US
and/or European residents’ assets, and any such actions are likely to impair the value and liquidity
of such assets. Any or all these potential results could have an adverse/recessionary effect on
Russia’s economy. All these factors could have a negative effect on the performance of portfolios
that have significant exposure to Russia.
In addition, policy and legislative changes in the United States and in other countries are changing
many aspects of financial regulation. The impact of these changes on the markets, and the
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practical implications for market participants, may not be fully known for some time. Widespread
disease and virus epidemics, such as the recent coronavirus outbreak, could likewise be highly
disruptive, adversely affecting individual companies, sectors, industries, markets, currencies,
interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the
value of the Portfolio’s investments.
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 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. 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 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
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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.
Swaps Risk: Certain mutual funds or ETFs that you invest in 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 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.
Tax Loss Harvesting Strategies/Risk and Limitations: Where appropriate, CWM may utilize tax
loss harvesting strategies. Tax loss harvesting strategies seek to optimize tax efficiency by
considering the timing and realization of capital gains and losses, particularly with respect to short
positions. However, there can be no guarantee that clients will be successful in optimizing tax
efficiency or that there will be sufficient capital losses available for clients to realize. Portfolio
optimization considers all parts of a client's investment strategy through a systematic process that
balances investment selection, tax loss harvesting, transaction costs, financing costs, and
investment constraints against correlation and risk assessments to determine appropriate
investments. Accordingly, a client may hold positions for a longer or shorter period of time than
it otherwise would have if its investment strategy did not contain a tax optimization component,
which could impact overall investment performance. Further, there is no guarantee that clients
will be successful in optimizing tax efficiency or that there will be sufficient capital losses for
clients to realize.
U.S. 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 ETFs and
mutual funds (including the Calamos Funds) should carefully read the relevant prospectus, financials or
offering memorandum for specific information applicable to that vehicle.
Calamos Wealth Management LLC
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March 27, 2025
Item 9: Disciplinary Information
We are required to disclose any legal or disciplinary events that are material to a client's or prospective
client's 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, we are an investment adviser registered with the SEC and a wholly owned subsidiary
of CILLC. The following is a list of other related parties of the firm:
• Calamos Advisors LLC is a registered investment adviser that provides investment advisory
services to institutional and individual clients. CAL also serves as investment adviser to the
Calamos Family of Mutual Funds, the Calamos Closed-End Funds, ETFs and an Interval Fund.
In addition, CAL serves as investment manager and/or sub-investment manager to UCITS and
serves as sub-investment adviser to several registered investment companies.
• 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 is a joint venture entity, is an investment
adviser registered with the SEC. Calamos Advisors is a joint venture partner.
• Calamos Antetokounmpo Sustainable Equities Trust is a Delaware statutory trust registered
•
under the 1940 Act.
Calamos Ares Quant Fund I, LP is a Delaware limited partnership whereby CAL 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 investment company
registered under the 1940 Act.
• Calamos Convertible Opportunities and Income Fund is a closed-end investment company
registered under the 1940 Act.
• Calamos Dynamic Convertible and Income Fund is a closed-end investment company
Calamos Wealth Management LLC
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March 27, 2025
•
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, 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
our management team are registered representatives of Calamos Financial Services LLC.
• Calamos Global Dynamic Income Fund is a closed-end investment company registered under
•
the 1940 Act.
Calamos Global Opportunities Fund LP is a Delaware limited partnership whereby CAL
serves as the Investment Manager and General Partner.
• Calamos Global Total Return Fund is a closed-end investment company registered under the
1940 Act.
Calamos Investment Trust is a Massachusetts business trust registered under 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 Long/Short Equity & Dynamic Income Trust is a closed-end investment 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 LLC and is a sister company to Calamos Advisors LLC.
• Calamos Strategic Total Return Fund is a closed-end investment company registered under
the 1940 Act.
• 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.
REFERRAL FEES
We periodically enter into agreements to directly compensate another person or firm for client promotion
and servicing, commonly referred to as “Referral Agreements.” These Referral Agreements are governed
under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The fees paid by the
customer to us will not increase because of any Referral Agreement. These rates are negotiable depending
upon the client’s account size and investment strategy but are normally a percentage of the net fee
negotiated between the client and us or a stated rate. Payments under a Referral Agreement continue for
a stated period or until the customer relationship is terminated. Referral Agreements are more specifically
discussed in Item 14.
CONFLICTS OF INTEREST
As indicated in Item 4, clients in the Wealth Advisory Program, the Calamos Managed Mutual Fund
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Program, Institutional Advisory and the Premier Program invest in Calamos Funds. In addition, in
the Wealth Advisory Program, we will recommend the use of CAL as a sub-adviser, subject to the
client’s consent in their investment advisory agreement or the investment policy statement. Clients and
prospective clients should review Item 4 under the heading “Calamos Funds and The Use of
Affiliated Sub-Adviser”, and Item 8 under the heading “Investment Strategies” for more information
about these conflicts of interest.
Item 11: Code of Ethics and Insider Trading Policy, Participation or Interest in Client Transactions and
Personal Trading
CODE OF ETHICS & PERSONAL TRADING
Our firm has adopted a Code of Ethics and Insider Trading Policy (the “Code”) which sets forth high ethical
standards of business conduct that we require of our employees, including compliance with applicable
federal securities laws. The firm and our personnel have a duty of loyalty, fairness and good faith towards
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. Our Code includes policies and procedures for the review of
quarterly securities transactions reports as well as initial and annual securities holdings reports that must
be submitted by the firm’s access persons. Among other things, our Code also requires the prior approval
of any acquisition of securities in a limited offering (e.g., private placement) and prohibits participation in
an initial public offering. Our Code also provides for oversight, enforcement and recordkeeping provisions.
Our Code further includes the firm’s policy prohibiting the use of Material Non-Public Information. While
we do not believe that we have any access to non-public information, all employees are reminded that
such information may not be used to trade or tip others in trading in a personal or professional capacity.
A copy of our Code is available to our advisory clients and prospective clients by contacting us at
cwm@calamos.com, or by calling us at 888.857.7604.
PARTICIPATING IN CLIENT TRANSACTIONS
Our affiliates have investments in certain of the Calamos affiliated products including open-end mutual
funds, closed-end funds, ETFs, interval funds and pooled investment vehicles, though typically our firm
does not. From time to time, an affiliate or related party may, for tax purposes, redeem a portion of its
Calamos Fund holdings, reinvesting in shares of the same Calamos Fund shortly thereafter. These
transactions are subject to the Calamos Funds’ Excessive or Disruptive Trading Monitoring Procedures
and will not be consummated if they are disruptive to the management of the Calamos Fund under
those procedures. In addition, these transactions may not be made if our firm or the related party is
aware of any Material Non-Public Information with respect to the Calamos Fund.
In determining whether trading is disruptive, consideration is 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 they may incur.
Officers and employees of our firm are encouraged to invest in Calamos affiliated products including
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open-end mutual funds, closed-end funds, ETFs, interval funds and pooled investment vehicles, and a
significant portion of the assets of our retirement savings plan for officers and employees are invested in
the Calamos Funds. The Calamos Funds are sold to the public on a “load” basis involving the payment of
a commission to a broker. However, the sales load for Calamos Funds is waived for investment advisory
clients of our firm as well as for officers and employees of our firm.
In addition to the potential conflict described above, our affiliated adviser serves as an adviser to both
long-only accounts and accounts that execute short sales. This means an affiliate could sell short
securities in a long-short account while causing long-only accounts to hold the same security long. This
type of situation 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 could harm a long-only account if it holds the same
security.
We describe the conflicts of interests relating to our recommendation and selection of the Calamos Funds
and CAL as a sub-adviser and how we address those conflicts in Item 4 under the heading “Calamos
Funds and The Use of Affiliated Sub-Adviser”, and in Item 8 under the heading “Investment
Strategies”.
Item 12: Brokerage Practices
RESEARCH & SOFT DOLLAR BENEFITS
We do not receive any soft dollar-related research, products or services from any broker-dealer.
However, CAL, our affiliated Sub-Adviser that we can engage to assist us with the management of client
accounts, does maintain soft dollar arrangements. A description of those arrangements is set forth at
Item 12 of Part 2A of CAL’s Form ADV.
BROKERAGE SELECTION & BEST EXECUTION
If the client requests that CWM recommend a broker-dealer/custodian for execution and/or custodial
services (exclusive of those clients that direct CWM to use a specific broker-dealer/custodian-please see
below), CWM will do so based on a number of factors described below. Prior to engaging CWM to provide
investment management services, the client will be required to enter into a formal Investment Advisory
Agreement with CWM setting forth the terms and conditions under which CWM shall manage the client's
assets, and a separate custodial/clearing agreement with the designated account custodian.
Factors that CWM considers in recommending a broker-dealer/custodian to clients include historical
relationship with CWM, financial strength, reputation, execution capabilities, pricing, research, and
service. Although the commissions and/or transaction fees paid by CWM's clients shall comply with
CWM's duty to obtain best execution, a client may pay a commission that is higher than another qualified
broker-dealer might charge to affect the same transaction where CWM determines, in good faith, that
the commission/transaction fee is reasonable. In seeking best execution, the determinative factor is not
the lowest possible cost, but whether the transaction represents the best qualitative execution, taking
into consideration the full range of broker-dealer services, including the value of research provided,
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execution capability, commission rates, and responsiveness. Accordingly, although CWM will seek
competitive rates, it may not necessarily obtain the lowest possible commission rates for client account
transactions. The brokerage commissions or transaction fees charged by the designated broker-
dealer/custodian are exclusive of, and in addition to, CWM's investment management fee.
When CAL trades for our clients as a sub-adviser, transactions in those client accounts will generally be
traded where the client’s account is held (subject to CAL’s obligation to seek best execution). In addition,
those trades will generally be executed following trades for the Calamos Funds and institutional clients,
which are generally held at different custodians than accounts where CAL serves as sub-adviser. CWM
believes that transactions effected through the broker-dealer where the client’s account is held provides
CWM's clients with best execution. However, there can be no assurance that any specific transaction
effected through that broker-dealer will receive the most favorable price execution.
Research and Additional Benefits
CWM may receive from a broker-dealer, custodian, investment manager, platform or fund sponsor free
or discounted support services and products. Certain of these products and services assist CWM to better
monitor and service client accounts maintained at these institutions. The support services that CWM
obtains can include investment-related research; pricing information and market data; compliance or
practice management-related publications; discounted or free attendance at conferences, educational or
social events; or other products used by CWM to further its investment management business operations.
Certain of the support services or products received assist CWM in managing and administering client
accounts. Others do not directly provide this assistance, but rather assist CWM to manage and further
develop its business enterprise. CWM’s clients do not pay more for investment transactions effected or
assets maintained at these custodians because of these arrangements. There is no commitment made by
CWM to any broker-dealer or custodian or any other entity to invest any specific amount or percentage
of client assets in any specific mutual fund, security or other investment product because of this
arrangement. CWM’s Chief Compliance Officer remains available to address any questions regarding the
above arrangements and the conflicts of interest presented by this arrangement.
Directed Brokerage
CWM does not generally accept directed brokerage arrangements (when a client requires that account
transactions be affected through a specific broker-dealer). In such client directed arrangements, the client
will negotiate terms and arrangements for their account with that broker-dealer, and CWM will not seek
better execution services or prices from other broker-dealers or be able to "batch" the client’s
transactions for execution through other broker-dealers with orders for other accounts managed by
CWM. As a result, a client may pay higher commissions or other transaction costs or greater spreads, or
receive less favorable net prices, on transactions for the account than would otherwise be the case.
In the event that the client directs CWM to effect security transactions for the client’s accounts through
a specific broker-dealer, the client acknowledges and accepts that their direction may cause the accounts
to incur higher commissions or transaction costs than the accounts would otherwise incur had the client
determined to effect account transactions through alternative clearing arrangements that may be
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March 27, 2025
available through CWM. Higher transaction costs adversely impact account performance. Transactions
for directed accounts will generally be executed following the execution of portfolio transactions for non-
directed accounts.
Trade Away and Prime Brokerage Arrangements
Sub-Advisers, including CAL, may execute transactions through broker-dealers other than through the
broker-dealer where the client’s account is held, subject to their obligation to seek best execution. In
that event, the client generally will incur both the fee (commission, mark-up/markdown) charged by the
executing broker-dealer and a separate “trade away” or prime broker fee charged by the account
custodian. Higher transaction costs can adversely impact account performance. CWM’s Chief Compliance
Officer remains available to address any questions that a client or prospective client may have regarding
trade away fees and prime brokerage arrangements.
Certain broker-dealers that CAL may use to execute client trades refer clients to CWM or its affiliates,
which creates a conflict of interest. We have controls in place for monitoring execution in our client's
portfolio transactions, including reviewing trades for best execution.
Transactions for each client account that are executed because of client needs, requests or restrictions
(e.g., requests to raise cash for withdrawal or contribution of additional capital) generally will be affected
independently, unless CWM decides to purchase or sell the same securities for several clients at
approximately the same time. CAL also may aggregate orders to seek best execution. For example, when
CAL determines to add or replace a security to a strategy, it will typically (but is not obligated to) aggregate
client orders to reduce transaction fees and more equitably allocate prices for purchased and sold
securities. CWM does not receive any additional compensation when it aggregates client transactions.
CWM’s Chief Compliance Officer remains available to address any questions regarding the trading
practices of sub-advisers, our relationship with broker-dealers and the conflicts of interest these
arrangements create.
Item 13: Review of Accounts
The frequency of reviews of accounts, as well as the nature of the review, can vary widely among the
accounts we advise. Considerations such as investment objectives and circumstances, complexity of the
relationship, and size and structure of the portfolio are all triggering events.
For our clients receiving discretionary advisory services, we monitor their portfolios as a part of an ongoing
process, with regular account reviews occurring no less frequently than annually. During the annual
review, we look at their investment objectives and guidelines, their portfolio, and our perspectives on the
current investment environment. Reviews provide an opportunity for an open dialogue between clients
and our relationship team, enabling us to maintain a current understanding of our clients’ needs.
For those clients receiving non-discretionary services, reviews are conducted “as needed”. Such reviews
are conducted by a Team member. All advisory clients are encouraged to discuss their needs, goals, and
objectives with us and to keep us informed of any changes to the Investment Policy Statement.
In addition, our Calamos Managed Mutual Fund, Wealth Advisory Program, and Institutional Advisory
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March 27, 2025
Services clients receive detailed quarterly performance reports from us and monthly statements from the
account custodian. The quarterly 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 and
compare the statements that they receive from their 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.
Aggregate Reporting
CWM also provides account aggregation reporting services that can incorporate investment assets that
are not part of the assets that CWM manages for the client (the “Excluded Assets”). The client and/or
his/her/its other advisors that maintain trading authority, and not CWM, shall be exclusively
responsible for the investment performance of the Excluded Assets. CWM does not provide investment
management, monitoring or implementation services for the Excluded Assets. If CWM is asked to make a
recommendation as to any Excluded Assets, the client is under absolutely no obligation to accept the
recommendation, and CWM shall not be responsible for any implementation error (timing, trading, etc.)
relative to the Excluded Assets. The client may engage CWM to provide investment management services
for the Excluded Assets pursuant to the terms and conditions of the Investment Advisory Agreement
between CWM and the client.
Item 14: Client Referrals and Other Compensation
Referral Agreements
As described in Item 10 above, we periodically enter into Referral Agreements. These Referral Agreements
are governed under the Advisers Act. The fees paid by the customer to us will not increase as a result of
any Referral Agreement. These rates are negotiable depending upon the client’s account size and
investment strategy, but are normally a percentage of the net fee negotiated between the client and us
or a stated rate. We pay unaffiliated promoters up to twenty-five percent of CWM’s advisory
fee. Payments under a Referral Agreement continue for a stated period or until the customer relationship
is terminated.
For Referral Agreements with an unaffiliated promoter (i.e., one that is not employed by or supervised by
CWM), that person or entity will disclose the nature of their relationship with CWM and will provide the
prospective client with a copy of this brochure and a separate disclosure document that addresses the
terms of the agreement between CWM and the referring party.
We also enter into Referral Agreements with certain employees who refer prospective clients to us,
assuming those prospects become our clients. In addition, the primary activity of one or more of our
employees is to solicit prospective clients for us. These employees receive bonuses and ongoing payments
for a specified period based on the amount of new client assets successfully solicited.
Occasionally, Calamos may enter 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 world market and distribution channels. Calamos
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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 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.
Participation in Fidelity Wealth Advisor Solutions® Program
CWM participates in the Fidelity Wealth Advisor Solutions® Program (the “WAS Program”), through which
CWM receives referrals from Strategic Advisers LLC (Strategic Advisers), a registered investment adviser
and Fidelity Investments company. CWM is independent and not affiliated with Strategic Advisers or any
Fidelity Investments company. Strategic Advisers does not supervise or control CWM, and Strategic
Advisers has no responsibility or oversight for CWM’s provision of investment management or other
advisory services. Under the WAS Program, Strategic Advisers acts as a promoter/solicitor for CWM, and
CWM pays referral fees to Strategic Advisers for each referral received based on CWM’s assets under
management attributable to each client referred by Strategic Advisers or members of each client’s
household. The WAS Program is designed to help investors find an independent investment advisor, and
any referral from Strategic Advisers to CWM does not constitute a recommendation by Strategic Advisers
of CWM’s particular investment management services or strategies. More specifically, CWM pays the
following amounts to Strategic Advisers for referrals: the sum of (i) an annual percentage of 0.10% of any
and all assets in client accounts where such assets are identified as “fixed income” assets by Strategic
Advisers and (ii) an annual percentage of 0.25% of all other assets held in client accounts. In addition,
CWM has agreed to pay Strategic Advisers an annual program fee of $50,000 to participate in the WAS
Program. These referral fees are paid by CWM and not the client.
To receive referrals from the WAS Program, CWM must meet certain minimum participation criteria, but
CWM has been selected for participation in the WAS Program as a result of its other business relationships
with Strategic Advisers and its affiliates, including Fidelity Brokerage Services, LLC (“FBS”). As a result of
its participation in the WAS Program, CWM has a conflict of interest with respect to its decision to use
certain affiliates of Strategic Advisers, including FBS, for execution, custody and clearing for certain client
accounts, and CWM could have an incentive to suggest the use of FBS and its affiliates to its advisory
clients, whether or not those clients were referred to CWM as part of the WAS Program.
Under an agreement with Strategic Advisers, CWM has agreed that they will not charge clients more than
the standard range of advisory fees disclosed in its Form ADV 2A Brochure to cover solicitation fees paid
to Strategic Advisers as part of the WAS Program. Pursuant to these arrangements, CWM has agreed not
to solicit clients to transfer their brokerage accounts from affiliates of Strategic Advisers or establish
brokerage accounts at other custodians for referred clients other than when CWM’s fiduciary duties
would so require, and CWM has agreed to pay Strategic Advisers a one-time fee equal to 0.75% of the
assets in a client account that is transferred from Strategic Advisers’ affiliates to another custodian;
therefore, CWM has an incentive to suggest that referred clients and their household members maintain
custody of their accounts with affiliates of Strategic Advisers. However, participation in the WAS Program
does not limit CWM’s duty to select brokers on the basis of best execution.
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Please also see disclosure in Item 12 above regarding Research and Additional Benefits.
Item 15: Custody
We do not maintain physical custody of any client funds or securities. Generally, our clients hold their
accounts and assets with unaffiliated qualified custodians.
As part of the billing process described in Item 5: Fees and Compensation, the client’s custodian is advised
of the amount of the fee to be deducted from that client’s account. On at least a quarterly basis, the
custodian is required to send to the client a statement showing all transactions within the account during
the reporting period. Because the custodian does not calculate the amount of the fee to be deducted, it
is important for clients to carefully review their custodial statements to verify the accuracy of the
calculation, among other things. Clients should contact us directly if they believe that there may be an
error in their statement.
In addition to the periodic statements that clients receive directly from their custodians, we also send
account statements directly to Calamos Managed Mutual Fund Program, Wealth Advisory Program, and
Institutional Advisory Services clients on a quarterly basis. We urge our clients to carefully compare the
information provided on these statements to ensure that all account transactions, holdings and values
are correct and current. The account custodian does not verify the accuracy of CWM’s advisory fee
calculation.
Item 16: Investment Discretion
Whether an account is discretionary or non-discretionary, we enter into an advisory agreement with our
clients which outlines our responsibilities. We will endeavor to follow reasonable directions, investment
guidelines and limitations. This discretionary authority will remain in full force and effect until we receive
written notice from a client of its termination or until we receive actual notice of an individual client’s
death or adjudged incompetency. Clients should understand that the purchases and sales of the
securities, including those resulting from reallocation or rebalancing of your account, may be taxable
events.
Item 17: Voting Client Securities
Apart from sub-advised accounts, unless otherwise agreed to, in writing, we will not vote proxies for our
clients, including proxies issued by affiliated or non-Calamos Funds. For clients whose assets are allocated
to sub-advisers (including our affiliated sub-adviser, CAL), the sub-adviser will generally vote proxies on
the client’s behalf (exception: CAL does not vote any proxies for any Calamos Funds subject to its
discretionary authority under a Sub-Advisory Agreement). Rather, those proxies are voted by an
unaffiliated third-party proxy voting service engaged by us for this purpose, which proxy voting provider
shall make its proxy voting decision independent of us and CAL. However, given that we compensate the
proxy voting provider for its services, a conflict arises. Therefore, any client can direct us, in writing, to
advise the proxy voting provider not to vote for the proxies received for their account). If the client
requests us to vote for proxies, in writing, we will delegate our proxy voting responsibility to CAL, except
the above referenced unaffiliated third-party proxy voting service will vote the proxies of any Calamos
Funds.
Calamos Wealth Management LLC
Form ADV Part 2A – Disclosure Brochure
PAGE 44
March 27, 2025
In very limited circumstances, CWM has accepted the authority to vote proxies for client securities.
Ultimately, all such votes are cast on a case-by-case basis, considering the client's investment horizon,
the contractual obligations under the Advisory Agreement, and all other facts and circumstances at the
time of the vote. Clients may not direct proxy voting for solicitations where the firm has discretionary
authority to decide how to vote.
Although not anticipated, if a material conflict of interest exists, the firm will determine whether voting
in accordance with the guidelines set forth in written policies and procedures is in the best interest of the
client, or take some other appropriate action (e.g., retain an independent third-party to vote).
Additionally, we will neither advise nor act on behalf of the client in legal proceedings involving companies
whose securities are held in the client’s account(s), including, but not limited to, the filing of “Proofs of
Claim” in class action settlements.
CWM entered into an agreement with a new sub-adviser, Quantinno Capital Management LP in August
2024. For reasons indicated in Item 17 of its Disclosure Brochure, Quantinno’s policy is to generally
abstain from voting all proxies on behalf of its clients. As such, CWM requires client acknowledgment for
assets sub-advised to this manager. Clients acknowledge receipt of Quantinno’s Disclosure Brochure and
can separately elect to vote those proxies by advising CWM, in writing, of their decision to do so.
Item 18: Financial Information
In certain circumstances, registered investment advisers are required to provide you with financial
information or disclosures about their financial condition in this Item. We have no financial commitment
that impairs our ability to meet contractual and fiduciary commitments to clients, and we have never
been the subject of bankruptcy proceedings.
Calamos Wealth Management LLC
Form ADV Part 2A – Disclosure Brochure
PAGE 45
March 27, 2025