Form 486BPOS Calamos Aksia Alternativ
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E-mailAs filed with the Securities and Exchange Commission on July 29, 2026
Securities Act File No.
Investment Company Act File No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(CHECK APPROPRIATE BOX OR BOXES)
(Exact name of Registrant as Specified in Charter)
(Address of Principal Executive Offices)
Registrant’s Telephone Number, including Area Code: (
(Name and Address of Agent for Service)
Copies to:
Erik D. Ojala
Calamos Advisors LLC
2020 Calamos Court
Naperville, Illinois 60563
Maya Fishman, Esq.
Aksia LLC
599 Lexington Avenue, 37th Floor
New York, NY 10022
Joshua B. Deringer, Esq.
Faegre Drinker Biddle & Reath LLP
One Logan Square, Ste. 2000
Philadelphia, PA 19103-6996
Approximate Date of Commencement of Proposed Public Offering:
| Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans. | |
| Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with dividend or interest reinvestment plans. | |
| Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto. | |
| Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act. | |
| Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act. |
It is proposed that this filing will become effective (check appropriate box):
| when declared effective pursuant to section 8(c) of the Securities Act |
The following boxes should only be included and completed if the registrant is making this filing in accordance with Rule 486 under the Securities Act.
| immediately upon filing pursuant to paragraph (b) |
| on [ ] pursuant to paragraph (b) |
| 60 days after filing pursuant to paragraph (a) |
| On [ ] pursuant to paragraph (a) |
If appropriate, check the following box:
| This post-effective amendment designates a new effective date for a previously filed post-effective amendment. | |
| This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______. | |
| This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______. |
| This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______. |
Check each box that appropriately characterizes the Registrant:
| Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (the “Investment Company Act”)). | |
| Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act. | |
| Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act). | |
| A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form). | |
| Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act). | |
| Emerging Growth Company (as defined by Rule 12b-2 under the Securities and Exchange Act of 1934). | |
| ☐ | If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. |
| New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing). |
EXPLANATORY NOTE
This Post-Effective Amendment No. 6 (the “Amendment”) to the Registration Statement on Form N-2 (File Nos. 333-266053 and 811-23815) of Calamos Aksia Alternative Credit and Income Fund (the “Registrant”) is being filed pursuant to 486(b) under the Securities Act. This Amendment is organized as follows: (a) Prospectus; (b) Statement of Additional Information; and (c) Part C Information relating to the Registrant.
CALAMOS AKSIA ALTERNATIVE CREDIT AND INCOME
FUND
SHARES OF BENEFICIAL INTEREST
Class A Shares
Class C Shares
Class I Shares
Class M Shares
Statement of Additional Information
July 29, 2026
Calamos Aksia Alternative Credit and Income Fund (the "Fund") is a Delaware statutory trust that is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a diversified, closed-end management investment company that is operated as an interval fund. The Fund's investment objectives are to seek attractive risk-adjusted returns and high current income. There can be no assurance that the Fund will achieve its investment objectives.
This Statement of Additional Information (the "Statement of Additional Information" or "SAI") is not a prospectus. This Statement of Additional Information should be read in conjunction with the prospectus of the Fund dated July 29, 2026, as it may be further amended or supplemented from time to time (the "Prospectus"). This Statement of Additional Information is incorporated by reference in its entirety into the Prospectus. The Fund's audited financial statements and financial highlights appearing in the annual report to shareholders for the fiscal period ended March 31, 2026 (the "Annual Report") are incorporated by reference into this SAI. No other part of the Annual Report is incorporated by reference herein. A copy of the Prospectus and Annual Report may be obtained upon request and without charge by writing to the Fund at Calamos Aksia Alternative Credit and Income Fund c/o Client Services, 4th Floor, 2020 Calamos Court, Naperville, Illinois 60563, or by calling toll-free 1.866.363.9219 or by accessing the Fund's website at www.calamos.com or www.acprivatemarkets.com . The information on the website is not incorporated by reference into this Statement of Additional Information and investors should not consider it a part of this Statement of Additional Information. The Prospectus, and other information about the Fund, are also available on the U.S. Securities and Exchange Commission's (the "SEC") website at www.sec.gov. The address of the SEC's website is provided solely for the information of prospective investors and is not intended to be an active link.
This SAI is not an offer to sell shares of beneficial interest ("Shares") of the Fund and is not soliciting an offer to buy Shares in any state where the offer or sale is not permitted.
Capitalized terms used but not defined in this Statement of Additional Information have the meanings ascribed to them in the applicable Prospectus.
Shares are distributed by Calamos Financial Services LLC ("Distributor") to institutions and financial intermediaries who may distribute Shares to clients and customers (including affiliates and correspondents) of the Fund's investment adviser, and to clients and customers of other organizations. The Fund's Prospectus, which is dated July 29, 2026, provides basic information investors should know before investing. This SAI is intended to provide additional information regarding the activities and operations of the Fund and should be read in conjunction with the Prospectus.
ACISAI 072926
TABLE OF CONTENTS
INVESTMENT OBJECTIVE, POLICIES AND RISKS
The investment objective of the Fund, as well as the principal investment strategies of the Fund and the principal risks associated with such investment strategies, are set forth in the Prospectus. The following disclosure supplements the disclosure set forth under the caption "Types of Principal Investments and Related Risks" in the applicable Prospectus and does not, by itself, present a complete or accurate explanation of the matters disclosed. Prospective investors must refer also to "Types of Principal Investments and Related Risks" in the applicable Prospectus for a complete presentation of the matters disclosed below.
RIGHTS OFFERINGS AND WARRANTS TO PURCHASE
The Fund may participate in rights offerings and may purchase warrants, which are privileges issued by corporations enabling the owners to subscribe for and purchase a specified number of shares of the corporation at a specified price during a specified period of time. Subscription rights normally have a short life span to expiration. The purchase of rights or warrants involves the risk that the Fund could lose the purchase value of a right or warrant if the right to subscribe for additional shares is not exercised prior to the rights' or warrants' expiration. Also, the purchase of rights and/or warrants involves the risk that the effective price paid for the right and/or warrant added to the subscription price of the related security may exceed the value of the related security's market price such as when there is no movement in the level of the underlying security.
EQUITY SECURITIES
In addition to common stock, the Fund may invest in other equity securities, such as depositary receipts.
Depositary Receipts. The Fund may hold investments in sponsored and unsponsored American depositary receipts ("ADRs"), European depositary receipts ("EDRs"), global depositary receipts ("GDRs") and other similar global instruments. ADRs typically are issued by a U.S. bank or trust company and evidence ownership of underlying securities issued by a non-U.S. corporation. EDRs, which are sometimes referred to as continental depositary receipts, are receipts issued in Europe, typically by non-U.S. banks and trust companies, that evidence ownership of either non-U.S. or domestic underlying securities. GDRs are depositary receipts structured like global debt issues to facilitate trading on an international basis. Unsponsored ADR, EDR and GDR programs are organized independently and without the cooperation of the issuer of the underlying securities. As a result, available information concerning the issuer may not be as current as for sponsored ADRs, EDRs and GDRs, and the prices of unsponsored ADRs, EDRs and GDRs may be more volatile than if such instruments were sponsored by the issuer. Investments in ADRs, EDRs and GDRs present the additional investment considerations of non-U.S. securities.
CASH EQUIVALENTS AND SHORT-TERM DEBT SECURITIES
For temporary defensive purposes, the Fund may invest up to 100% of its assets in cash equivalents and short-term debt securities. Short-term debt securities are defined to include, without limitation, the following:
(1) U.S. government securities, including bills, notes and bonds differing as to maturity and rates of interest that are either issued or guaranteed by the U.S. Treasury or by U.S. government agencies or instrumentalities. U.S. government securities include securities issued by: (a) the Federal Housing Administration, Farmers Home Administration, Export-Import Bank of the United States, Small Business Administration and Government National Mortgage Association, the securities of which are supported by the full faith and credit of the United States; (b) the Federal Home Loan Banks, Federal Intermediate Credit Banks and Tennessee Valley Authority, the securities of which are supported by the right of the agency to borrow from the U.S. Treasury; (c) the Federal National Mortgage Association, the securities of which are supported by the discretionary authority of the U.S. government to purchase certain obligations of the agency or instrumentality; and (d) the Student Loan Marketing Association, the securities of which are supported only by its credit. While the U.S. government provides financial support to such U.S. government-sponsored agencies or instrumentalities, no assurance can be given that it always will do so since it is not so obligated by law. The U.S. government, its agencies and instrumentalities do not guarantee the market value of their securities. Consequently, the value of such securities may fluctuate. Recent periods of market disruption, including the COVID-19 pandemic and the 2023 regional banking turmoil have negatively impacted government-sponsored entities. During such periods, government-sponsored entities, which back the majority of U.S. mortgages, experienced extreme volatility, and in some cases, a lack of liquidity. In recent years, repeated delays or disputes regarding the U.S. statutory debt ceiling have led to increased volatility and the risk of a downgrade of U.S. government credit ratings. Calamos Advisors LLC (the "Advisor" or "Calamos"), the Fund's investment advisor, and Aksia LLC ("Aksia" or the "Sub-Advisor", and together with Calamos, the "Advisors"), the Fund's investment sub-advisor, will monitor developments and seek to manage the Fund's portfolio in a manner consistent with achieving the Fund's investment objectives; but there can be no assurance that it will be successful in doing so.
(2) Certificates of deposit issued against funds deposited in a bank or a savings and loan association. Such certificates are for a definite period of time, earn a specified rate of return and are normally negotiable. The issuer of a certificate of deposit agrees to pay the amount deposited plus interest to the bearer of the certificate on the date specified thereon. Certificates of deposit purchased by the Fund may not be fully insured by the Federal Deposit Insurance Corporation.
B-1
(3) Repurchase agreements, which involve purchases of debt securities. At the time the Fund purchases securities pursuant to a repurchase agreement, it simultaneously agrees to resell and redeliver such securities to the seller, who also simultaneously agrees to buy back the securities at a fixed price and time. This assures a predetermined yield for the Fund during its holding period, since the resale price is always greater than the purchase price and reflects an agreed-upon market rate. Such actions afford an opportunity for the Fund to invest temporarily available cash. The Fund may enter into repurchase agreements only with respect to obligations of the U.S. government, its agencies or instrumentalities; certificates of deposit; or bankers' acceptances in which the Fund may invest. Repurchase agreements may be considered loans to the seller, collateralized by the underlying securities. The risk to the Fund is limited to the ability of the seller to pay the agreed-upon sum on the repurchase date; in the event of default, the repurchase agreement provides that the Fund is entitled to sell the underlying collateral. If the value of the collateral declines after the agreement is entered into, and if the seller defaults under a repurchase agreement when the value of the underlying collateral is less than the repurchase price, the Fund could incur a loss of both principal and interest. The Advisors will monitor the value of the collateral at the time the action is entered into and at all times during the term of the repurchase agreement. The Advisors will do so in an effort to determine that the value of the collateral always equals or exceeds the agreed-upon repurchase price to be paid to the Fund. If the seller were to be subject to a federal bankruptcy proceeding, the ability of the Fund to liquidate the collateral could be delayed or impaired because of certain provisions of the bankruptcy laws.
(4) Commercial paper, which consists of short-term unsecured promissory notes, including variable rate master demand notes issued by corporations to finance their current operations. Master demand notes are direct lending arrangements between the Fund and a corporation. There is no secondary market for such notes. However, they are redeemable by the Fund at any time. The Advisors will consider the financial condition of the corporation (e.g., earning power, cash flow and other liquidity ratios) and will continuously monitor the corporation's ability to meet all of its financial obligations because the Fund's liquidity might be impaired if the corporation were unable to pay principal and interest on demand. Investments in commercial paper will be limited to commercial paper rated in the highest categories by a major rating agency and which mature within one year of the date of purchase or carry a variable or floating rate of interest.
BANK LOANS AND PARTICIPATIONS
The Fund's investment program may include bank loans and participations. These obligations are subject to unique risks, including (i) the possible avoidance of an investment transaction as a "preferential transfer," "fraudulent conveyance" or "fraudulent transfer," among other avoidance actions, under relevant bankruptcy, insolvency and/or creditors' rights laws; (ii) so-called "lender liability" claims by the issuer of the obligations; (iii) environmental liabilities that may arise with respect to collateral securing the obligations; (iv) limitations on the ability of the Fund to directly enforce its rights with respect to participations; and (v) the contractual nature of participations where the Fund takes on the credit risk of the agent bank rather than the actual borrower.
The Fund may acquire interests in loans either directly (by way of assignment) or indirectly (by way of participation). The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a contracting party under the loan agreement with respect to the loan; however, its rights can be more restricted than those of the assigning institution. Participation in a portion of a loan typically results in a contractual relationship only with the institution participating out the interest and not with the obligor. The Fund would, in such a case, have the right to receive payments of principal and interest to which it is entitled only from the institution selling the participation, and not directly from the obligor, and only upon receipt by such institution of such payments from the obligor. As the owner of a participation, the Fund generally will have no right to enforce compliance by the obligor with the terms of the loan agreement or to vote on amendments to the loan agreement, nor any rights of set-off against the obligor, and the Fund may not directly benefit from collateral supporting the loan in which it has purchased the participation. In addition, in the event of the insolvency of the selling institution, the Fund may be treated as a general creditor of such selling institution, and may not have any exclusive or senior claim with respect to the selling institution's interest in, or the collateral with respect to, the applicable loan. Consequently, the Fund will assume the credit risk of both the obligor and the institution selling the participation to the Fund. As a result, concentrations of participations from any one selling institution subject the Fund to an additional degree of risk with respect to defaults by such selling institution. In addition, because bank loans are not typically registered under the federal securities laws like stocks and bonds, investors in loans have less protection against improper practices than investors in registered securities.
The failure of certain financial institutions, namely banks, may increase the possibility of a sustained deterioration of financial market liquidity, or illiquidity at clearing, cash management and/or custodial financial institutions. The failure of a bank (or banks) with which the Fund and/or the Fund’s investments have a commercial relationship could adversely affect, among other things, the Fund and/or its investments’ ability to pursue key strategic initiatives, including by affecting the Fund’s ability to borrow from financial institutions on favorable terms.
This type of systemic risk event and/or resulting government actions can negatively impact the Fund, for example, through less credit being available to issuers or uncertainty regarding safety of deposits at other institutions. These risks also may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms, and exchanges, with which the Fund interacts.
B-2
SPECIAL PURPOSE ACQUISITION COMPANIES
A special purpose acquisition company ("SPAC") is a publicly traded company that raises investment capital in the form of a blind pool via an initial public offering ("IPO") for the purpose of acquiring an existing company. The typical SPAC IPO involves the sale of units consisting of one share of common stock combined with one or more warrants or fractions of warrants to purchase common stock at a fixed price upon or after consummation of the acquisition. Shortly after the SPAC's IPO, such units typically are split into publicly listed common stock and warrants (and rights, if applicable) which are each listed and traded separately. The proceeds from the IPO are placed in trust until such time that the SPAC identifies and consummates the acquisition. A SPAC generally invests the proceeds of its IPO (less a portion retained to cover expenses), which are held in trust, in U.S. government securities, money market securities and cash. If the SPAC does not complete the acquisition within a specified period of time after going public, the SPAC is dissolved, at which point the invested funds are returned to the entity's shareholders (less certain permitted expenses) and any rights or warrants issued by the SPAC expire worthless. Because SPACs and similar entities have no operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the entity's management to identify and complete a profitable acquisition. Some SPACs may pursue acquisitions only within certain industries or regions, which may increase the volatility of their prices. In addition, the Fund may obtain certain private rights and other interests issued by a SPAC (commonly referred to as "founder shares"), which may be subject to forfeiture or expire worthless and which generally have more limited liquidity than SPAC shares issued in an IPO.
SPACs are "blank check" companies with no operating history and, at the time that the Fund invests in a SPAC, the SPAC typically has not conducted any discussions or made any plans, arrangements, or understandings with any prospective transaction candidates. Accordingly, there is a limited basis, if any, on which to evaluate the SPAC's ability to achieve its business objective, and the value of its securities is particularly dependent on the ability of the entity's management to identify and complete a profitable acquisition. While certain SPACs are formed to make transactions in specified market sectors, others are complete "blank check" companies, and the management of the SPAC may have limited experience or knowledge of the market sector in which the transaction is made. Accordingly, at the time that the Fund invests in a SPAC, there may be little or no basis for the Fund to evaluate the possible merits or risks of the particular industry in which the SPAC may ultimately operate or the target business which the SPAC may ultimately acquire. A SPAC will not generate any revenues until, at the earliest, after the consummation of a transaction. While a SPAC is seeking a transaction target, its stock may be thinly traded and/or illiquid. There can be no assurance that a market will develop.
The proceeds of a SPAC IPO that are placed in trust are subject to risks, including the risk of insolvency of the custodian of the funds, fraud by the trustee, interest rate risk and credit and liquidity risk relating to the securities and money market funds in which the proceeds are invested.
The Fund may invest in liquid alternative strategies including stocks, rights, warrants, and other securities of SPACs. In addition, the Fund may obtain certain private rights and other interests issued by a SPAC (commonly referred to as "founder shares"), which may be subject to forfeiture or expire worthless and which generally have more limited liquidity than SPAC shares issued in an initial public offering.
In addition, the SPAC industry has received heightened regulatory scrutiny. The SEC, for instance, adopted in 2024 new rules and amendments (the "New SPACs Rules") related to initial public offerings by SPACs and in subsequent business combinations between SPACs and private operating companies. The New SPACs Rules, as well as any future rules or requirements issued by the SEC or other regulatory agencies, could have a material adverse effect on a SPAC's ability to identify and complete a successful business combination and/or on the results of the SPAC's operations.
WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES
The Fund may purchase securities on a "when-issued" basis and may purchase or sell securities on a "forward commitment" basis to acquire the security or to hedge against anticipated changes in interest rates and prices. When such transactions are negotiated, the price, which is generally expressed in yield terms, is fixed at the time the commitment is made, but delivery and payment for the securities take place at a later date. When-issued securities and forward commitments may be sold prior to the settlement date, but the Fund will enter into when-issued and forward commitments only with the intention of actually receiving or delivering the securities, as the case may be. If the Fund disposes of the right to acquire a when-issued security prior to its acquisition or disposes of its right to deliver or receive against a forward commitment, it might incur a gain or loss. At the time the Fund enters into a transaction on a when-issued or forward commitment basis, it will designate on its books and records cash or liquid credit securities equal to at least the value of the when-issued or forward commitment securities, unless future SEC staff guidance permits designation or segregation to a lesser extent. The value of these assets will be monitored daily to ensure that their marked-to-market value will at all times equal or exceed the corresponding obligations of the Fund. There is always a risk that the securities may not be delivered and that the Fund may incur a loss. Settlements in the ordinary course, which may take substantially more than five business days, are not treated by the Fund as when-issued or forward commitment transactions and accordingly are not subject to the foregoing restrictions.
B-3
Securities purchased on a forward commitment or when-issued basis are subject to changes in value (generally changing in the same way, i.e., appreciating when interest rates decline and depreciating when interest rates rise) based upon the public's perception of the creditworthiness of the issuer and changes, actual or anticipated, in the level of interest rates. Securities purchased on a forward commitment or when-issued basis may expose the Fund to risks because they may experience such fluctuations prior to their actual delivery. Purchasing securities on a when-issued basis can involve the additional risks that the yield available in the market when the delivery takes place actually may be higher than that obtained in the transaction itself. Purchasing securities on a forward commitment or when-issued basis when the Fund is fully invested may result in greater potential fluctuation in the Fund's net asset value ("NAV").
The risks and effect of settlements in the ordinary course on the Fund's NAV are not the same as the risks and effect of when-issued and forward commitment securities.
The purchase price of when-issued and forward commitment securities are expressed in yield terms, which reference a floating rate of interest, and is therefore subject to fluctuations of the security's value in the market from the date of the Fund's commitment (the "Commitment Date") to the date of the actual delivery and payment for such securities (the "Settlement Date"). There is a risk that, on the Settlement Date, the Fund's payment of the final purchase price, which is calculated on the yield negotiated on the Commitment Date, will be higher than the market's valuation of the security on the Settlement Date. This same risk is also borne if the Fund disposes of its right to acquire a when-issued security, or its right to deliver or receive a forward commitment security, and there is a downward market movement in the value of the security from the Commitment Date to the Settlement Date. In some instances, no income accrues to the Fund during the period from the Commitment Date to the Settlement Date. On the other hand, the Fund may incur a gain if the Fund invests in when-issued and forward commitment securities and correctly anticipates the rise in interest rates and prices in the market.
The settlements of secondary market purchases of senior loans in the ordinary course, on a settlement date beyond the period expected by loan market participants (i.e., T+7 for par loans and T+20 for distressed loans, in other words more than seven or twenty business days beyond the trade date, respectively) are subject to the delayed compensation mechanics prescribed by the Loan Syndications and Trading Association ("LSTA"). For par loans, income accrues to the buyer of the senior loan (the "Buyer") during the period beginning on the last date by which the senior loan purchase should have settled (T+7) to and including the actual settlement date. Should settlement of a par senior loan purchase in the secondary market be delayed beyond the T+7 period prescribed by the LSTA, the Buyer is typically compensated for such delay through a payment from the seller of the senior loan (this payment may be netted from the wire released on settlement date for the purchase price of the senior loan paid by the Buyer). In brief, the adjustment is typically calculated by multiplying the notional amount of the trade by the applicable margin in the Loan Agreement prorated for the number of business days (calculated using a year of 360 days) beyond the settlement period prescribed by the LSTA, plus any amendment or consent fees that the buyer should have received. Furthermore, the purchase of a senior loan in the secondary market is typically negotiated and finalized pursuant to a binding trade confirmation, and therefore, the risk of non-delivery of the security to the Fund is reduced or eliminated when compared with such risk when investing in when-issued or forward commitment securities.
OTHER FUND STRATEGIES
Short Sales
The Fund may engage in short sales of securities. A short sale is a transaction in which the Fund sells a security it does not own as a means of attractive financing for purchasing other assets or in anticipation that the market price of that security will decline. The Fund may make short sales for financing, for risk management, to maintain portfolio flexibility or to enhance income or gain.
When the Fund makes a short sale, it must borrow the security sold short and deliver it to the broker-dealer through which it made the short sale as collateral for its obligation to deliver the security upon conclusion of the sale. The Fund may have to pay a fee to borrow particular securities and is often obligated to pay over any payments received on such borrowed securities.
The Fund's obligation to replace the borrowed security may be secured by collateral deposited with the broker-dealer, usually cash, U.S. government securities or other liquid securities. The Fund may also be required to designate on its books and records similar collateral with its custodian to the extent, if any, necessary so that the aggregate collateral value is at all times at least equal to the current market value of the security sold short. Depending on arrangements made with the broker-dealer from which it borrowed the security regarding payment over of any payments received by the Fund on such security, the Fund may not receive any payments (including interest) on its collateral deposited with such broker-dealer.
B-4
Short selling involves a number of risks. If a security sold short increases in price, the Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss. The Fund may, but is not expected to, have substantial short positions and may engage in short sales where it does not own or have the immediate right to acquire the security sold short, and as such must borrow those securities to make delivery to the buyer under the short sale transaction. The Fund may not be able to borrow a security that it needs to deliver or it may not be able to close out a short position at an acceptable price and may have to sell related long positions earlier than it had expected. Thus, the Fund may not be able to successfully implement any short sale strategy it employs due to limited availability of desired securities or for other reasons. Also, there is the risk that the counterparty to a short sale may fail to honor its contractual terms, causing a loss to the Fund.
Until the Fund replaces a security borrowed in connection with a short sale, it may be required to maintain a segregated account of cash or liquid assets with a broker or custodian to cover the Fund's short position.
Generally, securities held in a segregated account cannot be sold unless they are replaced with other liquid assets. The Fund's ability to access the pledged collateral may also be impaired in the event the broker becomes bankrupt, insolvent, or otherwise fails to comply with the terms of the contract. In such instances, the Fund may not be able to substitute or sell the pledged collateral and may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. Additionally, the Fund must maintain sufficient liquid assets, less any additional collateral pledged to the broker, marked-to-market daily, to cover the borrowed securities obligations. This may limit the Fund's investment flexibility, as well as its ability to meet other current obligations.
In times of unusual or adverse market, economic, regulatory or political conditions, the Fund may not be able, fully or partially, to implement its short selling strategy. Periods of unusual or adverse market, economic, regulatory or political conditions generally may exist for as long as six months and, in some cases, much longer.
Derivatives
General Limitations on Futures and Options Transactions. The Fund has filed a notice of eligibility for exclusion from the definition of the term "commodity pool operator" with the U.S. Commodity Futures Trading Commission (the "CFTC") and the National Futures Association, which regulate trading in the futures markets. Pursuant to CFTC Regulation 4.5, the Fund is not subject to regulation as a commodity pool under the Commodity Exchange Act (the "CEA").
Various exchanges and regulatory authorities have undertaken reviews of options and futures trading in light of market volatility. Among the possible actions that have been presented are proposals to adopt new or more stringent daily price fluctuation limits for futures and options transactions and proposals to increase the margin requirements for various types of futures transactions.
Asset Coverage for Futures and Options Positions. The Fund complies with the regulatory requirements of the SEC and the CFTC with respect to coverage of options and futures positions by registered investment companies and, if the guidelines so require, will segregate cash, U.S. government securities, high-grade liquid debt securities and/or other liquid assets permitted by the SEC and CFTC on the Fund's records in the amount prescribed. Securities segregated on the Fund's records cannot be sold while the futures or options position is outstanding, unless replaced with other permissible assets, and will be marked-to-market daily.
Options. The Fund may purchase put and call options on currencies or securities. A put option gives the purchaser the right to compel the writer of the option to purchase from the option holder an underlying currency or security or its equivalent at a specified price at any time during the option period. In contrast, a call option gives the purchaser the right to buy the underlying currency or security covered by the option or its equivalent from the writer of the option at the stated exercise price.
As a holder of a put option, the Fund will have the right to sell the currencies or securities underlying the option and as the holder of a call option, the Fund will have the right to purchase the currencies or securities underlying the option, in each case at their exercise price at any time prior to the option's expiration date. The Fund may seek to terminate its option positions prior to their expiration by entering into closing transactions. The ability of the Fund to enter into a closing sale transaction depends on the existence of a liquid secondary market. There can be no assurance that a closing purchase or sale transaction can be effected when the Fund so desires.
Certain Considerations Regarding Options. The hours of trading for options may not conform to the hours during which the underlying securities are traded. To the extent that the options markets close before the markets for the underlying securities, significant price and rate movements can take place in the underlying markets that cannot be reflected in the options markets. The purchase of options is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. The purchase of options involves the risk that the premium and transaction costs paid by the Fund in purchasing an option will be lost as a result of unanticipated movements in prices of the securities on which the option is based. Imperfect correlation between the options and securities markets may detract from the effectiveness of attempted hedging. Options transactions may result in significantly higher transaction costs and portfolio turnover for the Fund.
B-5
Some, but not all, of the Fund's derivative instruments may be traded and listed on an exchange. There is no assurance that a liquid secondary market on an options exchange will exist for any particular option at any particular time, and for some options no secondary market on an exchange or elsewhere may exist. If the Fund is unable to effect a closing sale transaction with respect to options on securities that it has purchased, it would have to exercise the option to realize any profit and would incur transaction costs upon the purchase and sale of the underlying securities.
Futures Contracts. The Fund may enter into securities-related futures contracts, including security futures contracts, as an anticipatory hedge. The Fund's derivative investments may include sales of futures as an offset against the effect of expected declines in securities prices and purchases of futures as an offset against the effect of expected increases in securities prices. The Fund does not enter into futures contracts which are prohibited under the CEA and will, to the extent required by regulatory authorities, enter only into futures contracts that are traded on exchanges and are standardized as to maturity date and underlying financial instrument. A security futures contract is a legally binding agreement between two parties to purchase or sell in the future a specific quantity of a security or of the component securities of a narrow-based security index, at a certain price. A person who buys a security futures contract enters into a contract to purchase an underlying security and is said to be "long" the contract. A person who sells a security futures contract enters into a contract to sell the underlying security and is said to be "short" the contract. The price at which the contract trades (the "contract price") is determined by relative buying and selling interest on a regulated exchange.
Transaction costs are incurred when a futures contract is bought or sold and margin deposits must be maintained. To enter into a security futures contract, the Fund must deposit funds with its custodian in the name of the futures commodities merchant equal to a specified percentage of the current market value of the contract as a performance bond. Moreover, all security futures contracts are marked-to-market at least daily, usually after the close of trading. At that time, the account of each buyer and seller reflects the amount of any gain or loss on the security futures contract based on the contract price established at the end of the day for settlement purposes.
An open position, either a long or short position, is closed or liquidated by entering into an offsetting transaction (i.e., an equal and opposite transaction to the one that opened the position) prior to the contract expiration. Traditionally, most futures contracts are liquidated prior to expiration through an offsetting transaction and, thus, holders do not incur a settlement obligation. If the offsetting purchase price is less than the original sale price, a gain will be realized; if it is more, a loss will be realized. Conversely, if the offsetting sale price is more than the original purchase price, a gain will be realized; if it is less, a loss will be realized. The transaction costs must also be included in these calculations. However, there can be no assurance that the Fund will be able to enter into an offsetting transaction with respect to a particular futures contract at a particular time. If the Fund is not able to enter into an offsetting transaction, the Fund will continue to be required to maintain the margin deposits on the futures contract and the Fund may not be able to realize a gain in the value of its future position or prevent losses from mounting. This inability to liquidate could occur, for example, if trading is halted due to unusual trading activity in either the security futures contract or the underlying security; if trading is halted due to recent news events involving the issuer of the underlying security; if systems failures occur on an exchange or at the firm carrying the position; or, if the position is on an illiquid market. Even if the Fund can liquidate its position, it may be forced to do so at a price that involves a large loss.
Under certain market conditions, it may also be difficult or impossible to manage the risk from open security futures positions by entering into an equivalent but opposite position in another contract month, on another market, or in the underlying security. This inability to take positions to limit the risk could occur, for example, if trading is halted across markets due to unusual trading activity in the security futures contract or the underlying security or due to recent news events involving the issuer of the underlying security.
There can be no assurance that a liquid market will exist at a time when the Fund seeks to close out a futures contract position. The Fund would continue to be required to meet margin requirements until the position is closed, possibly resulting in a decline in the Fund's NAV. In addition, many of the contracts discussed above are relatively new instruments without a significant trading history. As a result, there can be no assurance that an active secondary market will develop or continue to exist.
Futures positions also may be illiquid because certain commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as "daily price fluctuation limits" or "daily limits." Under such daily limits, during a single trading day no trades may be executed at prices beyond the daily limits. Once the price of a particular futures contract has increased or decreased by an amount equal to the daily limit, positions in that contract can neither be entered into nor liquidated unless traders are willing to effect trades at or within the limit. Futures prices have occasionally moved beyond the daily limits for several consecutive days with little or no trading. Over-the-counter instruments generally are not as liquid as instruments traded on recognized exchanges. These constraints could prevent the Fund from promptly liquidating unfavorable positions and subject the Fund to substantial losses.
B-6
Security futures contracts that are not liquidated prior to expiration must be settled in accordance with the terms of the contract. Depending on the terms of the contract, some security futures contracts are settled by physical delivery of the underlying security. At the expiration of a security futures contract that is settled through physical delivery, a person who is long the contract must pay the final settlement price set by the regulated exchange or the clearing organization and take delivery of the underlying securities. Conversely, a person who is short the contract must make delivery of the underlying securities in exchange for the final settlement price. Settlement with physical delivery may involve additional costs.
Depending on the terms of the contract, other security futures contracts are settled through cash settlement. In this case, the underlying security is not delivered. Instead, any positions in such security futures contracts that are open at the end of the last trading day are settled through a final cash payment based on a final settlement price determined by the exchange or clearing organization. Once this payment is made, neither party has any further obligations on the contract.
As noted above, margin is the amount of funds that must be deposited by the Fund to initiate futures trading and to maintain the Fund's open positions in futures contracts. A margin deposit is intended to ensure the Fund's performance of the futures contract. The margin required for a particular futures contract is set by the exchange on which the futures contract is traded and may be significantly modified from time to time by the exchange during the term of the futures contract.
If the price of an open futures contract changes (by increase in the case of a sale or by decrease in the case of a purchase) so that the loss on the futures contract reaches a point at which the margin on deposit does not satisfy margin requirements, the broker will require an increase in the margin. However, if the value of a position increases because of favorable price changes in the futures contract so that the margin deposit exceeds the required margin, the broker will pay the excess to the Fund. In computing daily NAV, the Fund marks to market the current value of its open futures contracts. The Fund expects to earn interest income on its margin deposits.
Because of the low margin deposits required, futures contracts trading involves an extremely high degree of leverage. As a result, a relatively small price movement in a futures contract may result in an immediate and substantial loss or gain to the investor. For example, if at the time of purchase 10% of the value of the futures contract is deposited as margin, a subsequent 10% decrease in the value of the futures contract would result in a total loss of the margin deposit, before any deduction for the transaction costs, if the account were then closed out. A 15% decrease would result in a loss equal to 150% of the original margin deposit, before any deduction for the transaction costs, if the account were then closed out. Thus, a purchase or sale of a futures contract may result in losses in excess of the amount initially invested in the futures contract. However, the Fund would presumably have sustained comparable losses if, instead of the futures contract, it had invested in the underlying financial instrument and sold it after the decline.
In addition to the foregoing, imperfect correlation between futures contracts and the underlying securities may prevent the Fund from achieving the intended hedge or expose the Fund to risk of loss. Under certain market conditions, the prices of security futures contracts may not maintain their customary or anticipated relationships to the prices of the underlying security or index. These pricing disparities could occur, for example, when the market for the security futures contract is illiquid, when the primary market for the underlying security is closed, or when the reporting of transactions in the underlying security has been delayed.
In addition, the value of a position in security futures contracts could be affected if trading is halted in either the security futures contract or the underlying security. In certain circumstances, regulated exchanges are required by law to halt trading in security futures contracts. For example, trading on a particular security futures contract must be halted if trading is halted on the listed market for the underlying security as a result of pending news, regulatory concerns or market volatility. Similarly, trading of a security futures contract on a narrow-based security index must be halted under circumstances where trading is halted on securities accounting for at least 50% of the market capitalization of the index. In addition, regulated exchanges are required to halt trading in all security futures contracts for a specified period of time when the Dow Jones Industrial Average experiences one-day declines of 10%, 20% and 30%. The regulated exchanges may also have discretion under their rules to halt trading in other circumstances, such as when the exchange determines that the halt would be advisable in maintaining a fair and orderly market.
A trading halt, either by a regulated exchange that trades security futures or an exchange trading the underlying security or instrument, could prevent the Fund from liquidating a position in security futures contracts in a timely manner, which could expose the Fund to a loss.
Each regulated exchange trading a security futures contract may also open and close for trading at different times than other regulated exchanges trading security futures contracts or markets trading the underlying security or securities. Trading in security futures contracts prior to the opening or after the close of the primary market for the underlying security may be less liquid than trading during regular market hours.
B-7
Swap Agreements. The Fund may enter into swap agreements. In a standard "swap" transaction, two parties agree to exchange the returns, differentials in rates of return or some other amount earned or realized on the "notional amount" of predetermined investments or instruments, which may be adjusted for an interest factor. Some swaps are structured to include exposure to a variety of different types of investments or market factors, such as interest rates, commodity prices, non-U.S. currency rates, mortgage securities, corporate borrowing rates, security prices, indexes or inflation rates. Swap agreements may be negotiated bilaterally and traded OTC between two parties or, in some instances, must be transacted through a futures commission merchant and cleared through a clearinghouse that serves as a central counterparty. Certain risks are reduced (but not eliminated) if a fund invests in cleared swaps. Certain standardized swaps, including certain credit default swaps, are subject to mandatory clearing, and more are expected to be in the future. The counterparty risk for cleared derivatives is generally lower than for uncleared derivatives, but cleared contracts are not risk-free.
Swap agreements may increase or decrease the overall volatility of the Fund's investments and the price of Fund Shares. The performance of swap agreements may be affected by a change in the specific interest rate, currency or other factors that determine the amounts of payments due to and from the Fund. If a swap agreement calls for payments by the Fund, the Fund must be prepared to make such payments when due. In addition, if the counterparty's creditworthiness declines, the value of a swap agreement would likely decline, potentially resulting in losses.
Generally, swap agreements have fixed maturity dates that are agreed upon by the parties to the swap. The agreement can be terminated before the maturity date only under limited circumstances, such as default by or insolvency of one of the parties and can be transferred by a party only with the prior written consent of the other party. The Fund may be able to eliminate its exposure under a swap agreement either by assignment or other disposition, or by entering into an offsetting swap agreement with the same party or a similarly creditworthy party. If the counterparty is unable to meet its obligations under the contract, declares bankruptcy, defaults or becomes insolvent, the Fund may not be able to recover the money it expected to receive under the contract.
A swap agreement can be a form of leverage, which can magnify the Fund's gains or losses. The use of swaps can cause the Fund to be subject to additional regulatory requirements, which may generate additional Fund expenses. The Fund monitors any swaps with a view towards ensuring that the Fund remains in compliance with all applicable regulatory, investment and tax requirements.
Equity Swaps. In a typical equity swap, one party agrees to pay another party the return on a security, security index or basket of securities in return for a specified interest rate. By entering into an equity index swap, the index receiver can gain exposure to securities making up the index of securities without actually purchasing those securities. Equity index swaps involve not only the risk associated with investment in the securities represented in the index, but also the risk that the performance of such securities, including dividends, will not exceed the interest that the Fund will be committed to pay under the swap.
Reverse Repurchase Agreements
The Fund may enter into reverse repurchase agreements with respect to its portfolio investments subject to the investment restrictions set forth herein. Reverse repurchase agreements involve the sale of securities held by the Fund with an agreement by the Fund to repurchase the securities at an agreed upon price, date and interest payment. At the time the Fund enters into a reverse repurchase agreement, it may designate on its books and records liquid instruments having a value not less than the repurchase price (including accrued interest). Rule 18f-4 under the 1940 Act permits the Fund to enter into reverse repurchase agreements and similar financing transactions notwithstanding the limitation on the issuance of senior securities in Section 18 of the 1940 Act, provided that the Fund either complies with the 300% asset coverage ratio with respect to such transactions and any other borrowings in the aggregate, or treats such transactions as derivatives transactions under Rule 18f-4. The use by the Fund of reverse repurchase agreements involves many of the same risks of leverage since the proceeds derived from such reverse repurchase agreements may be invested in additional securities, amplifying gains and losses. Reverse repurchase agreements involve the risk that the market value of the securities acquired in connection with the reverse repurchase agreement may decline below the price of the securities the Fund has sold but is obligated to repurchase. Also, reverse repurchase agreements involve the risk that the market value of the securities retained in lieu of sale by the Fund in connection with the reverse repurchase agreement may decline in price.
If the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, such buyer or its trustee or receiver may receive an extension of time to determine whether to enforce the Fund's obligation to repurchase the securities, and the Fund's use of the proceeds of the reverse repurchase agreement may effectively be restricted pending such decision. Also, the Fund would bear the risk of loss to the extent that the proceeds of the reverse repurchase agreement are less than the value of the securities subject to such agreement.
B-8
Securities Lending
To the extent permitted by the 1940 Act, the Fund may make secured loans of its marginable securities to brokers, dealers and other financial institutions; provided, however, that the value of such loaned securities may not exceed one-third of the Fund's total asset value, including collateral received in respect of such loans. The risks in lending portfolio securities, as with other extensions of credit, consist of possible delay in recovery of the securities or possible loss of rights in the collateral should the borrower fail financially. However, such loans will be made only to broker-dealers and other financial institutions that are believed by the Advisors to be of relatively high credit standing. Loans of securities are made to broker-dealers pursuant to agreements requiring that such loans be continuously secured by collateral consisting of U.S. government securities, cash or cash equivalents (negotiable certificates of deposit, bankers' acceptances or letters of credit) maintained on a daily mark-to-market basis in an amount at least equal at all times to the market value of the securities lent. The borrower pays to the Fund, as the lender, an amount equal to any dividends or interest received on the securities lent. The collateral must have a market value at least equal to 100% of the market value of the loaned securities at all times during the duration of the loan. The Fund invests the cash collateral received in accordance with its investment objectives, subject to the Fund's agreement with the borrower of the securities. In the case of cash collateral, the Fund typically pays a rebate to the borrower. The reinvestment of cash collateral will result in a form of effective leverage for the Fund. Although voting rights or rights to consent with respect to the loaned securities pass to the borrower, the Fund, as the lender, retains the right to call the loans and obtain the return of the securities loaned at any time on reasonable notice, and it will do so in order that the securities may be voted by the Fund if the holders of such securities are asked to vote upon or consent to matters materially affecting the Fund's investment. The Fund may also call such loans to sell the securities involved. When engaged in securities lending, the Fund's performance will continue to reflect changes in the value of the securities loaned and will also reflect the receipt of interest through investment of cash collateral by the Fund in permissible investments.
INVOLUNTARY REPURCHASES AND MANDATORY REDEMPTIONS
The Fund, consistent with the requirements of the Fund's Declaration of Trust, the provisions of the 1940 Act and rules thereunder, including Rule 23c-2, has the right to repurchase or redeem Shares of a Shareholder or any person acquiring Shares from or through a shareholder of the Fund (the "Shareholder") under certain circumstances, including:
● ownership of Shares by a Shareholder or other person will cause the Fund to be in violation of, or subject the Fund to additional registration or regulation under, the securities, commodities or other laws of the U.S. or any other relevant jurisdiction;
● continued ownership of such Shares may be harmful or injurious to the business or reputation of the Fund or the Advisors, or may subject the Fund or any Shareholder to an undue risk of adverse tax or other fiscal consequences;
● any of the representations and warranties made by a Shareholder in connection with the acquisition of Shares was not true when made or has ceased to be true; or
● it would be in the best interests of the Fund to repurchase or redeem Shares (any such repurchases or redemptions will be conducted consistent with Rule 23c-2 under the 1940 Act).
INVESTMENT RESTRICTIONS
FUNDAMENTAL POLICIES
The Fund may not:
(1) Purchase or sell real estate, commodities or commodity contracts, except that, to the extent permitted by applicable law, the Fund may (i) invest in securities directly or indirectly secured by real estate or interests therein or issued by entities that invest in real estate or interests therein; (ii) acquire, hold and sell real estate acquired through default, liquidation, or other distributions of an interest in real estate as a result of the Fund's ownership of other assets; (iii) invest in instruments directly or indirectly secured by commodities or securities issued by entities that invest in or hold such commodities and acquire temporarily commodities as a result thereof; and (iv) purchase and sell forward contracts, financial futures contracts and options thereon;
(2) Issue senior securities or borrow money except as permitted by the 1940 Act and the rules and interpretative positions of the SEC thereunder or otherwise as permitted by applicable law;
(3) Underwrite securities of other issuers, except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933, as amended (the "Securities Act") in selling its own securities or portfolio securities;
B-9
(4) Make loans to other persons, except that (i) the Fund will not be deemed to be making a loan to the extent that the Fund makes debt investments in accordance with its stated investment strategies; (ii) the Fund may take short positions in any security or financial instrument; and (iii) the Fund may lend its portfolio securities in an amount not in excess of 33 ⅓% of its total assets, taken at market value, provided that such loans shall be made in accordance with applicable law; and
(5) Invest more than 25% of its total assets (taken at market value at the time of each investment) in the securities of issuers in any one industry or group of industries; provided that securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities and tax-exempt securities of governments or their political subdivisions will not be considered to represent an industry (other than those securities backed only by the assets and revenues of non-governmental users with respect to which the Fund will not invest 25% or more of the value of its total assets (taken at market value at the time of each investment) in securities backed by the same source of revenue. The Fund determines industries by reference to the Global Industry Classification Standard as it may be amended from time to time.
The Fund will treat with respect to participation interests both the financial intermediary and the borrower as "issuers" for purposes of fundamental investment restriction (5).
In addition, the Fund has adopted a fundamental policy that it will make quarterly repurchase offers pursuant to Rule 23c-3 of the 1940 Act, as such rule may be amended from time to time, for between 5% and 25% of the Shares outstanding at NAV, unless suspended or postponed in accordance with regulatory requirements, and each repurchase pricing shall occur no later than the 14th day after the Repurchase Request Deadline (as defined in the applicable Prospectus), or the next business day if the 14th day is not a business day. The Fund will repurchase Shares that are tendered by a specific date (the "Repurchase Request Deadline"). The Fund's Board will establish the Repurchase Request Deadline for each repurchase offer, but such date may be revised by the Fund's officers, in their sole discretion, based on factors such as market conditions, the level of the Fund's assets and shareholder servicing considerations provided that the Board is notified of this change and the reasons for it.
The fundamental investment limitations set forth above restrict the ability of the Fund to engage in certain practices and purchase securities and other instruments other than as permitted by, or consistent with, applicable law, including the 1940 Act. Relevant limitations of the 1940 Act as they presently exist are described below. These limitations are based either on the 1940 Act itself, the rules or regulations thereunder or applicable orders of the SEC. In addition, interpretations and guidance provided by the SEC staff may be taken into account to determine if a certain practice or the purchase of securities or other instruments is permitted by the 1940 Act, the rules or regulations thereunder or applicable orders of the SEC. As a result, the foregoing fundamental investment policies may be interpreted differently over time as the statute, rules, regulations or orders (or, if applicable, interpretations) that relate to the meaning and effect of these policies change, and no vote of Shareholders, as applicable, will be required or sought.
NON-FUNDAMENTAL POLICIES
The Fund is also subject to the following non-fundamental restrictions and policies, which may be changed by the Board of Trustees without the approval of the holders of a majority of the outstanding voting securities of the Fund. The Fund may not:
(1) Change or alter the Fund's investment objective;
(2) Purchase securities of other investment companies, except to the extent that such purchases are permitted by applicable law, including any exemptive orders issued by the SEC; and
(3) Purchase any securities on margin except as may be necessary in connection with transactions described under "Investment Objective, Policies and Risks" above and except that the Fund may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio investments (the deposit or payment by the Fund of initial or variation margin in connection with swaps, forward contracts and financial futures contracts and options thereon is not considered the purchase of a security on margin).
In addition, the Fund’s 80% policy to invest, under normal circumstances, 80% of its assets (defined as net assets plus the amount of any borrowing for investment purposes) in credit and income related instruments is not a fundamental policy of the Fund. The Fund may change its 80% policy without shareholder approval if (i) the Fund provides at least 60 days' prior notice of such policy change, (ii) the Fund conducts a repurchase offer at its net asset value in advance of the change, and (iii) the repurchase offer is not oversubscribed. The Fund intends to count the value of any cash or cash equivalents, including investments in money market funds or U.S. Treasury securities with remaining maturities of one year or less, that cover unfunded commitments to invest in credit and income related instruments that the Fund reasonably expects to be called in the future as a qualifying investment in credit and income related instruments for purposes of its 80% policy.
Compliance with any policy or limitation of the Fund that is expressed as a percentage of assets is determined at the time of purchase of portfolio securities. The policy will not be violated if these limitations are exceeded because of changes in the market value or investment rating of the Fund's assets or if a borrower distributes equity securities incident to the purchase or ownership of a portfolio investment or in connection with a reorganization of a borrower. The Fund interprets its policies with respect to borrowing and lending to permit such activities as may be lawful for the Fund, to the full extent permitted by the 1940 Act or by exemption from the provisions therefrom pursuant to an exemptive order of the SEC.
B-10
MANAGEMENT OF THE FUND
The Fund's business and affairs are managed under the direction of the Board. The Board currently consists of five members, three of whom are not "interested persons" of the Fund as defined in Section 2(a)(19) of the 1940 Act. The Fund refers to these individuals as its independent trustees (the "Independent Trustees"). The Board annually elects the Fund's officers, who serve at the discretion of the Board. The Board maintains an audit committee, a nominating and governance committee and an independent trustees committee and may establish additional committees from time to time as necessary.
BOARD OF TRUSTEES AND OFFICERS
Trustees
Information regarding the members of the Board is set forth below. The Trustees have been divided into two groups-Interested Trustees and Independent Trustees. As set forth in the Fund's Declaration of Trust, each Trustee's term of office shall continue until his or her death, resignation, removal, bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the office of a Trustee.
| NAME,
ADDRESS(1) AND YEAR OF BIRTH |
POSITION(S) HELD WITH THE FUND |
TERM
OF OFFICE AND LENGTH OF TIME SERVED(2) |
PRINCIPAL
OCCUPATION(S) DURING PAST 5 YEARS |
NUMBER
OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE(3) |
OTHER DIRECTORSHIPS HELD BY TRUSTEE | |||||||
| Interested Trustees(2) |
||||||||||||
| John S. Koudounis (1966) |
Chairman, Trustee and Vice President | Indefinite Length — Since Inception | President (since February 2021) and Chief Executive Officer, Calamos Asset Management, Inc. ("CAM"), Calamos Investments LLC, Calamos Advisors LLC, Calamos Wealth Management LLC, and Calamos Financial Services LLC (since 2016); Chairman and Chief Executive Officer (since 2022), Calamos Antetokounmpo Asset Management LLC; Director, CAM (since 2016); prior thereto, President and Chief Executive Officer (2010-2016), Mizuho Securities USA Inc. | 75 | - CAM (Director) - National Hellenic Museum (Trustee/Executive Committee Member) - The Hellenic Initiative (Board Member/Executive Committee Member) - World Business Chicago (Trustee) — National Council of the Order of Saint Andrew the Apostle (Board Member) - Greek Orthodox Metropolis of Chicago Foundation (Board Member/President) - Ecumenical Patriarch Bartholomew Foundation (Board Member/Chairman of the Investment Committee) - SEAL Future Foundation (executive advisory board member) | |||||||
| Jim Vos (1962) |
Trustee and Vice President | Indefinite Length — Since Inception | Partner, CEO, Aksia LLC | 3 | None | |||||||
B-11
| NAME,
ADDRESS(1) AND YEAR OF BIRTH |
POSITION(S) HELD WITH THE FUND |
TERM
OF OFFICE AND LENGTH OF TIME SERVED(2) |
PRINCIPAL
OCCUPATION(S) DURING PAST 5 YEARS |
NUMBER
OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE(3) |
OTHER DIRECTORSHIPS HELD BY TRUSTEE | |||||||
| Independent Trustees | ||||||||||||
| Bjorn Forfang (1960) |
Trustee | Indefinite Length — Since Inception | Deputy CEO, CFA Institute Managing Partner, Erigo Capital Partners | 3 | None | |||||||
| Christopher M. Toub (1959) |
Trustee | Indefinite Length — Since September 2025 | Private investor; formerly Director of Equities, Alliance Bernstein LP (until 2012) | 75 | None | |||||||
| John E. Neal (1950) |
Trustee | Indefinite Length — Since Inception | Retired; Private investor | 3 | - Director, Creation Investments (private international
microfinance company) - formerly, Director Neuro-ID (private company providing prescriptive analytics for the risk industry) (until 2021) - formerly, Partner, Linden LLC (health care private equity) (until 2018) | |||||||
(1) The address of each Trustee is care of the Secretary of the Fund at 2020 Calamos Court, Naperville, IL 60563.
(2) "Interested person," as defined in the 1940 Act, of the Fund. John S. Koudounis and Jim Vos are each an interested person of the Fund due to their affiliation with Calamos and Aksia, respectively.
(3) The term "Fund Complex" means two or more registered investment companies that share the same investment advisor or have an investment advisor that is an affiliated person of the investment advisor of any of the other registered investment companies or hold themselves out to investors as related companies for the purpose of investment and investor services.
Officers
The preceding table gives information about John S. Koudounis and Jim Vos, each of whom is a Vice President of the Fund. The following table sets forth each other officer's name, age, position with the Fund and date first appointed to that position, and principal occupation(s) during the past five years. Each officer serves until his or her successor is chosen and qualified or until his or her resignation or removal by the Board of Trustees.
| NAME, ADDRESS(1) AND YEAR OF BIRTH |
POSITION(S) HELD
WITH THE FUND |
TERM
OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL
OCCUPATION(S) DURING PAST 5 YEARS | |||
| Daniel Dufresne (1974) |
President, Principal Executive Officer | Indefinite Length — Since Inception | Executive Vice President and Chief Operating Officer, CAM, Calamos Investments LLC ("CILLC"), Calamos Advisors LLC ("Calamos Advisors"), Calamos Financial Services LLC and Calamos Wealth Management LLC ("CWM") (since April 2021); President, Calamos Antetokounmpo Asset Management LLC, doing business as CGAM ("CGAM") (since 2022); prior thereto Citadel (1999-2020); Partner (2008-2020); Managing Director, Global Treasurer (2008-2020); Global Head of Operations (2011-2020); Global Head of Counterparty Strategy (2018-2020); Senior Advisor to the COO (2020); CEO, Citadel Clearing LLC (2015-2020) |
B-12
| NAME,
ADDRESS(1) AND YEAR OF BIRTH |
POSITION(S) HELD WITH THE FUND |
TERM
OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL
OCCUPATION(S) DURING PAST 5 YEARS | |||
| John P. Calamos, Sr. (1940) |
Global CIO | Indefinite Length — Since Inception | Founder, Chairman and Global Chief Investment Officer, CAM, CILLC, Calamos Advisors and its predecessor, and CWM; Director, CAM; Global Chief Investment Officer, CGAM; previously, Chief Executive Officer, Calamos Financial Services LLC, ("CFS"), CAM, CILLC, Calamos Advisors, and CWM | |||
| Tim Nest (1977) |
Vice President | Indefinite Length — Since Inception | Partner, Co-Head of Private Credit, Aksia LLC | |||
| Joshua Hemley (1986) |
Vice President | Indefinite Length — Since Inception | Partner, Co-Head of Private Credit, Aksia LLC | |||
Thomas P. Kiley III (1968) |
Vice President | Indefinite Length — Since November 2024 | Senior Vice President, Chief Distribution Officer (since 2024), CAM, CILLC, and Calamos Advisors; Principal Executive Officer and Chief Distribution Officer (since 2024), CFS; Vice President (since 2024), CGAM; prior thereto Managing Director, RIA Eastern Divisional Sales Manager, Blackrock Investments, Inc. (2017-2024) | |||
| Erik D. Ojala (1975) |
Chief Legal Officer, Vice President, Secretary | Indefinite Length — Since November 2023 | Senior Vice President, General Counsel and Secretary, CAM, CILLC, Calamos Advisors, CWM (since 2023); Chief Legal Officer, CGAM (since 2023); General Counsel and Secretary, CFS (since 2023); prior thereto, Executive Vice President and General Counsel (2017-2023), Secretary (2010-2023) and Chief Compliance Officer (2021-2023), Harbor Capital Advisors, Inc.; Director and Secretary (2019-2023) and Chief Compliance Officer (2022-2023), Harbor Trust Company, Inc.; Director, Executive Vice President (2017-2023) and Chief Compliance Officer (2017-2021, 2022-2023), Harbor Funds Distributors, Inc.; Director (2017-2023), Assistant Secretary (2014-2023) and Chief Compliance Officer (2022-2023), Harbor Services Group, Inc.; Chief Compliance Officer, Harbor ETF Trust (2021-2023); and Chief Compliance Officer of Harbor Funds (2017-2023) | |||
| Thomas E. Herman (1961) |
Chief Financial Officer, Principal Financial Officer, Vice President | Indefinite Length — Since Inception | Executive Vice President (since February 2021) and Chief Financial Officer, CAM, CILLC, Calamos Advisors, and CWM (since 2016), Chief Financial Offer, CGAM (since July 2022) ; prior thereto, President and Chief Financial Officer Calamos Avenue Management, LLC (2020-2022), Chief Financial Officer and Treasurer, Harris Associates (2010-2016) | |||
| Walter Kelly (1970) |
Chief Compliance Officer | Indefinite Length — Since August 2025 | Senior Vice President, Chief Compliance Officer - Calamos Funds (since 2025), Co-Chief Compliance Officer - Calamos Advisors; prior thereto, General Counsel, Cedar Pine, LLC (2021-2025); Chief Compliance Officer SBB Research Group, LLC (2021-2025); Managing Director Nuveen Investments (since 2017), formerly, Senior Vice President (2008-2017) and Chief Compliance Officer Nuveen Funds (2006-2020). |
B-13
| NAME, ADDRESS(1) AND YEAR OF BIRTH |
POSITION(S) HELD WITH THE FUND |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS | |||
| Stephen Atkins (1965) |
Treasurer | Indefinite Length — Since Inception | Senior Vice President, Head of Fund Administration (since February 2020), Calamos Advisors; prior thereto, Consultant, Fund Accounting and Administration, Vx Capital Partners (March 2019-February 2020); Chief Financial Officer and Treasurer of SEC Registered Funds, and Senior Vice President, Head of European Special Purpose Vehicles Accounting and Administration, Avenue Capital Group (2010-2018) |
(1) The address of each officer is care of the Secretary of the Fund at 2020 Calamos Court, Naperville, IL 60563.
BIOGRAPHICAL INFORMATION AND DISCUSSION OF EXPERIENCE AND QUALIFICATIONS, ETC.
Trustees
The following is a summary of the experience, qualifications, attributes and skills of each Trustee that support the conclusion, as of the date of this Statement of Additional Information, that each Trustee should serve as a Trustee of the Fund.
INTERESTED TRUSTEES
John S. Koudounis
John S. Koudounis joined Calamos Investments as Chief Executive Officer in 2016. Mr. Koudounis has over 37 years of financial services experience including executive leadership in the global securities business and a deep background in global capital markets. He served as President and Chief Executive Officer of Mizuho Securities USA, Inc. (MSUSA), a subsidiary of Mizuho Financial Group, one of the world's largest full-service financial institutions. During his tenure at Mizuho Securities, he built the firm into a full-service investment bank, expanding its debt and equity capital markets teams. Because of his leadership, the firm also grew in profitability, number of clients, and product diversification, allowing Mizuho to be considered globally as a top tier investment bank. Prior to joining MSUSA in 2008, he was Managing Director and Head of Fixed Income for ABN AMRO Americas where he played a critical role in that firm's successful growth. Mr. Koudounis graduated from Brown University with a degree in International Diplomacy & Foreign Affairs and Economics.
Jim Vos
Jim Vos is the CEO of Aksia and has over 40 years of alternative investments, research and derivatives experience. He is responsible for the overall management of Aksia as well as the design of the firm’s research and advisory processes.
Prior to joining Aksia, Mr. Vos spent 20 years at Credit Suisse and was part of the Alternative Capital Division. During his time there, Mr. Vos was a member of the Portfolio Strategies group, oversaw a research desk in Tokyo, managed the firm’s FLP trading desk in London and was part of the CSFP derivatives trading boutique.
Mr. Vos graduated from the University of Pennsylvania with a BS in Economics.
In 2009 and 2010, he was recognized as Hedge Fund Consultant of the Year by Institutional Investor.
In 2016, he was recognized as Consultant of the Year by Chief Investment Officer.
INDEPENDENT TRUSTEES
Bjorn Forfang
Mr. Forfang is a co-founder and Managing Partner of Erigo Capital Partners-a specialist financial advisory firm raising capital for alternative asset managers-and has over 25 years of experience in global capital markets across hedge funds, sovereign wealth funds, banking, structured products and management consulting. Before starting Erigo, Mr. Forfang was the Deputy Chief Executive Officer with CFA Institute, the premier global association for investment management professionals. He is currently also a Visiting Scholar at A.B. Freeman School of Business at Tulane University.
B-14
Prior to joining the CFA Institute, Mr. Forfang spent 14 years at UBS Investment Bank where he held senior management roles in New York and London. Mr. Forfang has an MBA from Harvard Business School and a JD degree from the University of Oslo. He is a CFA Charterholder.
Christopher M. Toub
Mr. Toub serves as an Independent Trustee on the boards of registered investment companies in the Fund complex since 2019. He has more than 25 years of experience in the financial services industry and previously served as Director of Equities at AllianceBernstein LP and as Chairman and CEO of AllianceBernstein Limited.
Mr. Toub earned his bachelor's degree from Williams College and an MBA from Harvard Business School.
John E. Neal
Mr. Neal served as the President of Kemper Funds from 1995-1998, where he oversaw its retail activities. He subsequently joined Bank One as Head of Commercial Real Estate Lending and then as Managing Director and Head of Corporate Banking. Most recently, he served as a partner at Linden LLC, a middle market private equity firm specializing in healthcare. Mr. Neal received his bachelor's degree from Harvard University and his MBA from the Harvard Business School.
BOARD STRUCTURE AND ROLE OF THE BOARD IN RISK OVERSIGHT
The 1940 Act requires that at least 40% of the trustees be Independent Trustees. Certain exemptive rules promulgated under the 1940 Act require that at least 50% of the trustees be Independent Trustees. Currently, three of the five Trustees (60%) are Independent Trustees. The Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman of the Board of Trustees, regardless of whether the trustee happens to be independent or a member of management. The Board of Trustees has determined that its leadership structure, in which the Chairman of the Board of Trustees is an interested person of the Fund, is appropriate because the Independent Trustees believe that an interested Chairman has a personal and professional stake in the quality and continuity of services provided by management to the Fund. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key factor for assuring that they are in a position to do so is for the trustees who are independent of management to constitute a majority of the Board.
The Board expects to perform its risk oversight function primarily through (a) its three standing committees, which report to the entire Board and are comprised solely of Independent Trustees and (b) monitoring by the Fund's Chief Compliance Officer in accordance with the Fund's compliance policies and procedures.
COMMITTEES OF THE BOARD
The Board has established an audit committee, a nominating and governance committee and an independent trustees committee. The Fund does not have a compensation committee because its officers do not receive any direct compensation from the Fund.
Audit Committee. The members of the audit committee are Bjorn Forfang, Christopher M. Toub and John E. Neal, each of whom is independent for purposes of the 1940 Act. John E. Neal serves as chairman of the audit committee. The audit committee is responsible for approving the Fund's independent accountants, reviewing with the Fund's independent accountants the plans and results of the audit engagement, approving professional services provided by the Fund's independent accountants, reviewing the independence of the Fund's independent accountants and reviewing the adequacy of the Fund's internal accounting controls.
The Audit Committee held four meetings during the fiscal year ended March 31, 2026.
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Nominating and Governance Committee. The members of the nominating and governance committee are Bjorn Forfang, Christopher M. Toub and John E. Neal, each of whom is independent for purposes of the 1940 Act. Christopher Toub serves as chairman of the nominating and governance committee. The nominating and governance committee is responsible for selecting, researching and nominating trustees for election by the Fund's Shareholders, selecting nominees to fill vacancies on the Board or a committee of the Board Trustees, developing and recommending to the Board a set of corporate governance principles and overseeing the evaluation of the Board and its committees.
The nominating and governance committee may consider recommendations for nomination of individuals for election as trustees from Shareholders (which include the biographical information and the qualifications of the proposed nominee) to the Secretary of the Fund, as the nominating and governance committee deems appropriate.
The Nominating and Governance Committee held two meetings during the fiscal year ended March 31, 2026.
Independent Trustees Committee. The members of the independent trustees committee are Bjorn Forfang, Christopher M. Toub and John E. Neal, each of whom is independent for purposes of the 1940 Act. Bjorn Forfang serves as chairman of the independent trustees committee. The independent trustees committee is responsible for reviewing and making certain findings in respect of co-investment transactions pursuant to exemptive relief received from the SEC.
The Independent Trustees Committee held one meeting during the fiscal year ended March 31, 2026.
TRUSTEE BENEFICIAL OWNERSHIP OF SHARES
The following table sets forth the dollar range of Shares beneficially owned by each Trustee as of December 31, 2025.
| NAME
OF TRUSTEE |
DOLLAR
RANGE OF EQUITY SECURITIES IN THE FUND(1), (2) |
AGGREGATE
DOLLAR RANGE OF EQUITY SECURITIES IN ALL REGISTERED INVESTMENT COMPANIES OVERSEEN BY DIRECTOR IN FAMILY OF INVESTMENT COMPANIES(3) | ||
| Interested Trustees | ||||
| John S. Koudounis | Over $100,000 | Over $100,000 | ||
| Jim Vos | Over $100,000 | Over $100,000 | ||
| Independent Trustees | ||||
| Bjorn Forfang | None | None | ||
| Christopher M. Toub | None | Over $100,000 | ||
| John E. Neal | Over $100,000 | Over $100,000 |
(1) Dollar ranges are as follows: None, $1—$10,000, $10,001—$50,000, $50,001—$100,000, or Over $100,000.
(2) Beneficial ownership determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended.
(3) The Family of Investment Companies is defined as any two or more registered investment companies that (a) share the same investment advisor or principal underwriter; and (b) hold themselves out to investors as related companies for purposes of investment and investor services.
INDEPENDENT TRUSTEE OWNERSHIP OF SECURITIES
As of December 31, 2025, none of the Independent Trustees (or their immediate family members) owned securities of the Advisers or Distributor or of an entity (other than a registered investment company) controlling, controlled by or under common control with the Advisors or Distributor.
COMPENSATION OF TRUSTEES
Effective as of May 2026, the Independent Trustees are paid an annual retainer of $75,000 for service on the Board of Trustees of each of the Fund, Calamos Aksia Private Equity and Alternatives Fund and Calamos Aksia Hedged Strategies Fund. Previously, the Independent Trustees were paid an annual retainer of $50,000. The chairman of the Audit Committee is paid an additional annual fee of $10,000 and the chairman of each of the Nominating and Governance and Independent Trustees Committees is also paid an additional annual fee of $5,000. All Trustees are reimbursed for their reasonable out-of-pocket expenses. The Trustees do not receive any pension or retirement benefits from the Fund.
B-16
The following table shows information regarding the compensation received by the Trustees, none of whom is an employee of the Fund, for services as a Trustee for the fiscal period ended March 31, 2026. The Trustees who are "interested persons," as defined in the 1940 Act, of the Fund and the Fund's officers do not receive compensation from the Fund.
| NAME OF TRUSTEE | AGGREGATE COMPENSATION FROM THE FUND 4/1/2025-03/31/2026 | AGGREGATE COMPENSATION FROM THE FUND COMPLEX(1) 4/1/2025-03/31/2026 | ||||||
| Interested Trustees | ||||||||
| John S. Koudounis | $ | 0 | $ | 0 | ||||
| Jim Vos | $ | 0 | $ | 0 | ||||
| Independent Trustees | ||||||||
| Bjorn Forfang | $ | 37,842 | $ | 55,000 | ||||
| Christopher M. Toub(2) | $ | 19,052 | $ | 267,940 | ||||
| John E. Neal | $ | 41,283 | $ | 254,500 | ||||
(1) The Fund Complex consists of Calamos Investment Trust, Calamos Advisors Trust, Calamos Convertible Opportunities and Income Fund, Calamos Convertible and High Income Fund, Calamos Strategic Total Return Fund, Calamos Global Total Return Fund, Calamos Global Dynamic Income Fund, Calamos Dynamic Convertible and Income Fund, Calamos Long/Short Equity & Dynamic Income Trust, Calamos ETF Trust, Calamos Antetokounmpo Sustainable Equities Trust, Calamos Aksia Alternative Credit and Income Fund, Calamos Aksia Private Equity and Alternatives Fund and Calamos Aksia Hedged Strategies Fund.
(2) Mr. Toub was appointed to the Board effective September 2, 2025. The amount of aggregate compensation from the Fund Complex reflects compensation Mr. Toub received from all funds in the Fund Complex for the stated period, including those for which his board service commenced prior to his appointment to the Fund’s Board.
Shareholder Communications
Shareholders may send communications to the Board. Shareholders should send communications intended for the Board by addressing the communication directly to the Board (or individual Trustees) and/or otherwise clearly indicating in the salutation that the communication is for the Board (or individual Trustees) and by sending the communication to the Fund's office at 2020 Calamos Court, Naperville, IL 60563. Other Shareholder communications received by the Fund not directly addressed and sent to the Board will be reviewed and generally responded to by management, and will be forwarded to the Board only at management's discretion based upon the matters contained therein.
Codes of Ethics
The Fund, the Advisors and Calamos Financial Services LLC, the Fund's principal underwriter and distributor of the Fund's Shares, have each adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to these codes may invest in securities for their personal investment accounts, including securities that may be purchased or held by the Fund, so long as such investments are made in accordance with the applicable code's requirements. The codes of ethics are included as exhibits to the registration statement of which this Statement of Additional Information forms a part. The codes of ethics are available on the EDGAR database on the SEC's website at www.sec.gov. Shareholders may also obtain copies of each code of ethics, after paying a duplicating fee, by electronic request at the following e-mail address: [email protected].
The Advisor and Sub-Advisor
Calamos, an investment advisor registered with the SEC under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), serves as the Advisor. Aksia, an investment advisor registered with the SEC under the Advisers Act, serves as Sub-Advisor.
The Sub-Advisor is primarily responsible for the Fund's investment strategy and the day-to-day management of the Fund's assets allocated to it by the Advisor. For more information regarding the Advisor and Sub-Advisor, see "The Advisor and Sub-Advisor" and "Management of the Fund" in the Prospectus.
The investment advisory agreement (the "Investment Advisory Agreement") between the Fund and the Advisor was approved by the Board and became effective for an initial two-year term on April 28, 2023. The sub-advisory agreement (the "Sub-Advisory Agreement") between the Advisor and Aksia was approved by the Board and became effective for an initial two-year term on April 28, 2023. A discussion regarding the basis for the Board's most recent approval of the Investment Advisory Agreement and Sub-Advisory Agreement is available in the Fund's Annual Report for the fiscal year ended March 31, 2026. The Investment Advisory Agreement and Sub-Advisory Agreement will each continue in effect for successive periods of twelve months, provided that each continuance is specifically approved at least annually by both (1) the vote of a majority of the Board or the vote of a majority of the outstanding securities of the Fund entitled to vote and (2) by the vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval. In addition, the Investment Advisory Agreement and Sub-Advisory Agreement have termination provisions that allow the parties to terminate the agreement without penalty. The Investment Advisory Agreement and Sub-Advisory Agreement may be terminated at any time, without penalty, by the applicable Advisor or Sub-Advisor upon 60 days' notice to the other party or parties thereto. If the Sub-Advisory Agreement is not continued by the Board or is terminated by the Board or the Advisor, the Investment Advisory Agreement shall be terminated at the time the Sub-Advisory Agreement is terminated.
B-17
Pursuant to the Investment Advisory Agreement, in consideration of the advisory services provided by the Advisor to the Fund, the Advisor is entitled to an investment management fee (the "Investment Management Fee") payable monthly in arrears and accrued daily based upon the Fund's average daily net assets at an annual rate of 1.25%. In addition, pursuant to Sub-Advisory Agreement, the Advisor pays Aksia a sub-advisory fee (the "Sub-Advisory Fee") payable monthly in arrears and accrued daily based upon the Fund's average daily net assets at an annual rate of 0.625%. The Investment Management Fee paid to the Advisor will be paid out of the Fund's assets and the Sub-Advisory Fee will be paid by the Advisor out of its Investment Management Fee. During the fiscal year ended March 31, 2024, March 31, 2025 and March 31, 2026, the Fund paid the Advisor (after waivers and reimbursements) an Investment Management Fee as set forth in the table below and the Advisor paid the Sub-Advisor out of its Investment Management Fee (after waivers and reimbursements) a Sub-Advisory Fee as set forth in the table below:
| YEAR
ENDED 3/31/26 | Year
Ended 3/31/25 | PERIOD ENDED 3/31/24 (1) | ||||||||||
| Calamos Aksia Alternative Credit and Income Fund | ||||||||||||
| Advisory fee | $ | 10,437,981 | $ | 3,803,121 | $ | 625,857 | ||||||
| Waiver or reimbursement | (1,405,212 | ) | (1,425,780 | ) | (589,825 | ) | ||||||
| Fees paid by Fund to Advisor, after waivers and reimbursements | 9,032,769 | 2,377,341 | 36,032 | |||||||||
| Fees paid by Advisor to Subadvisor, after waivers and reimbursements | $ | 4,516,385 | $ | 1,188,671 | $ | 18,017 | ||||||
(1) For the period from the commencement of operations on June 8, 2023 through March 31, 2024.
The Advisor, the Sub-Advisor and the Fund have entered into an expense limitation agreement (the "Expense Limitation Agreement") under which the Advisor and Sub-Advisor have agreed contractually, on a monthly basis, to reimburse on a 50/50 basis between the Advisor and the Sub-Advisor the Fund's "Specified Expenses" in respect of each class of the Fund (each, a "Class") where "Specified Expenses" means all other expenses incurred in the business of the Fund and allocated to a Class, including the Fund's annual operating expenses, with the exception of (i) the Investment Management Fee (as defined herein), (ii) the Shareholder Servicing Fee (as defined herein), (iii) the Distribution Fee (as defined herein), (iv) certain costs associated with the acquisition, ongoing investment and disposition of the Fund's investments and unconsummated investments, including legal costs, professional fees, travel costs and brokerage costs, (v) acquired fund fees and expenses, (vi) dividend and interest payments (including any dividend payments, interest expenses, commitment fees, or other expenses related to any leverage incurred by the Fund), (vii) taxes and costs to reclaim foreign taxes, and (viii) extraordinary expenses (as determined in the discretion of the Advisor and Sub-Advisor), to the extent that such expenses exceed 0.25% of the average daily net assets of such Class (the "Expense Limitation").
If, while the Advisor is the investment advisor to the Fund and the Sub-Advisor is investment sub-advisor to the Fund, the Fund's estimated annualized Specified Expenses in respect of a Class for a given month are less than the Expense Limitation, the Advisor and Sub-Advisor shall be entitled to reimbursement by the Fund on a 50/50 basis of the other expenses borne by the Advisor and Sub-Advisor on behalf of the Fund (the "Reimbursement Amount") during any of the previous thirty-six (36) months, but only to the extent that the Fund's estimated annualized Specified Expenses in respect of a Class are less than, for such month, the lesser of the Expense Limitation or any other relevant expense limit then in effect with respect to the Class, and provided that such amount paid to the Advisor and Sub-Advisor will in no event exceed the total Reimbursement Amount and will not include any amounts previously reimbursed. The Advisor and Sub-Advisor may recapture a Specified Expense in any year within the thirty-six (36) month period after the Advisor and Sub-Advisor bear the expense. The Expense Limitation Agreement will remain in effect until at least July 31, 2027, unless and until the Board approves its renewal, modification or termination. The Expense Limitation Agreement may be renewed annually with the written agreement of the Advisor, the Sub-Advisor, and the Fund. The Fund's obligation to make reimbursement payments shall survive the termination of the Expense Limitation Agreement.
For the fiscal year ended March 31, 2026, the Advisor and Sub-Advisor waived their fees and absorbed other expenses totaling $1,405,212. For a period not to exceed three years from the date on which advisory fees are waived or Fund expenses absorbed by the Advisor and Sub-Advisor, the Advisor and Sub-Advisor may recoup amounts waived or absorbed, provided it is able to effect such recoupment and remain in compliance with (a) the limitation on Fund expenses in effect at the time of the relevant reduction in advisory fees or payment of the Fund's expenses, and (b) the limitation on Fund expenses at the time of the recoupment. At March 31, 2026, the amount of these potentially recoverable expenses was $3,420,817. Waived fees and absorbed other expenses subject to potential recovery by month of expiration are as follows:
| June 2026-March 2027 | $ | 589,825 | ||
| April 2027-March 2028 | 1,425,780 | |||
| April 2028 – March 2029 | $ | 3,420,817 |
B-18
Portfolio Management
Other Accounts Managed by Portfolio Managers
The portfolio managers primarily responsible for the day-to-day management of the Fund also manages other registered investment companies, other pooled investment vehicles and other accounts, as indicated below. The following table identifies, as of March 31, 2026: (i) the number of other registered investment companies, other pooled investment vehicles and other accounts managed by the portfolio manager; (ii) the total assets of such companies, vehicles and accounts; and (iii) the number and total assets of such companies, vehicles and accounts that are subject to an advisory fee based on performance.
Other Accounts Managed and Assets by Account Type as of March 31, 2026:
| NUMBER OF ACCOUNTS | ASSETS
OF ACCOUNTS (IN BILLIONS) | NUMBER
OF ACCOUNTS SUBJECT TO A PERFORMANCE FEE | ASSETS SUBJECT TO A PERFORMANCE FEE (IN BILLIONS) | |||||||||||||
| R. Matthew Freund | ||||||||||||||||
| Registered Investment Companies | 21 | $ | 17.4 | 0 | $ | 0 | ||||||||||
| Other Pooled Investment Vehicles | 2 | $ | 0.8 | 0 | $ | 0 | ||||||||||
| Other Accounts | 6,993 | $ | 6.2 | 0 | $ | 0 | ||||||||||
| Joshua Hemley | ||||||||||||||||
| Registered Investment Companies | 2 | $ | 1.4 | 0 | $ | 0.0 | ||||||||||
| Other Pooled Investment Vehicles | 12 | $ | 5.0 | 6 | $ | 2.2 | ||||||||||
| Other Accounts | 8 | $ | 2.8 | 2 | $ | 1.4 | ||||||||||
| Tim Nest | ||||||||||||||||
| Registered Investment Companies | 2 | $ | 1.4 | 0 | $ | 0.0 | ||||||||||
| Other Pooled Investment Vehicles | 14 | $ | 6.1 | 6 | $ | 2.2 | ||||||||||
| Other Accounts | 28 | $ | 15.2 | 2 | $ | 1.4 | ||||||||||
| Eli Pars | ||||||||||||||||
| Registered Investment Companies | 57 | $ | 34.6 | 2 | $ | 0.4 | ||||||||||
| Other Pooled Investment Vehicles | 5 | $ | 1.0 | 0 | $ | 0.0 | ||||||||||
| Other Accounts | 5,955 | $ | 5.1 | 0 | $ | 0.0 | ||||||||||
The portfolio managers may invest for their own benefit in securities held in brokerage and fund accounts. The information shown in the table does not include information about those accounts where the portfolio managers or members of their family have a beneficial or pecuniary interest because no advisory relationship exists with the Advisor, Aksia or any of their affiliates.
The Fund's portfolio managers are responsible for managing the Fund and other accounts, including separate accounts and unregistered funds.
Aksia's Compensation of Portfolio Managers
Portfolio managers are compensated with an annual salary and a discretionary year-end annual bonus, the amount of which is based on a multitude of quantitative and qualitative factors and are benchmarked against peers and local markets. Portfolio managers of the Advisor are also eligible to receive long-term incentive awards based on the performance of certain managed investment products for investment professionals. Depending on seniority within the firm, portfolio managers also may be eligible to receive performance fees from private funds that they manage that vest over time. Performance fees can make up a significant portion of a portfolio manager's overall compensation, and primarily are based on the investment performance of the private funds managed by the portfolio manager. This compensation structure aligns a portfolio manager's and investors' long-term interests.
Calamos' Compensation of Portfolio Managers
Compensation for portfolio management team members includes a competitive base salary, and an annual cash bonus (driven by investment, company, and individual performance). Portfolio managers are also eligible for the Calamos Long-Term Incentive ("LTI") program, which is an incentive award vesting over time that reflects appreciation and depreciation in the value of both the funds managed by such professional and the company generally. LTI awards vest on a three-year schedule (25% on or about the first anniversary of the award grant, 25% on or about the second anniversary of the award grant, and 50% on or about the third anniversary of the award grant). Each investment team LTI award will be allocated as follows: (i) 33.3% to track the value of the associate's managed strategies, (ii) 33.3% to track the Advisor's strategy of the associate's choice, and (iii) 33.3% to track the value of the firm; all over the vesting period.
B-19
Calamos' Conflict Disclosure
Other than potential conflicts between investment strategies, the side-by-side management of both the Fund and other accounts may raise potential conflicts of interest due to the interest held by the Advisor in an account and certain trading practices used by the portfolio managers. The Advisor has developed policies and procedures reasonably designed to mitigate those conflicts. The Advisor has adopted policies designed to ensure the fair allocation of securities purchased on an aggregated basis.
The allocation methodology employed by the Advisor varies depending on the type of securities sought to be bought or sold and the type of client or group of clients. Generally, however, orders are placed first for those clients that have given the Advisor brokerage discretion (including the ability to step out a portion of trades), and then to clients that have directed the Advisor to execute trades through a specific broker. However, if the directed broker allows the Advisor to execute with other brokerage firms, which then book the transaction directly with the directed broker, the order will be placed as if the client had given the Advisor full brokerage discretion. The Advisor and its affiliates frequently use a "rotational" method of placing and aggregating client orders and will build and fill a position for a designated client or group of clients before placing orders for other clients. A client account may not receive an allocation of an order if: (a) the client would receive an unmarketable amount of securities based on account size; (b) the client has precluded the Advisor from using a particular broker; (c) the cash balance in the client account will be insufficient to pay for the securities allocated to it at settlement; (d) current portfolio attributes make an allocation inappropriate; and (e) account specific guidelines, objectives and other account specific factors make an allocation inappropriate. Allocation methodology may be modified when strict adherence to the usual allocation is impractical or leads to inefficient or undesirable results. The Advisors' head trader must approve each instance that the usual allocation methodology is not followed and provide a reasonable basis for such instances and all modifications must be reported in writing to the Advisors' Chief Compliance Officer on a monthly basis.
Investment opportunities for which there is limited availability generally are allocated among participating client accounts pursuant to an objective methodology (i.e., either on a pro rata basis or using a rotational method, as described above). However, in some instances, the Advisor may consider subjective elements in attempting to allocate a trade, in which case the Fund may not participate, or may participate to a lesser degree than other clients, in the allocation of an investment opportunity. In considering subjective criteria when allocating trades, the Advisor is bound by its fiduciary duty to its clients to treat all client accounts fairly and equitably.
The portfolio managers advise certain accounts under a performance fee arrangement. A performance fee arrangement may create an incentive for a portfolio manager to make investments that are riskier or more speculative than would be the case in the absence of performance fees. A performance fee arrangement may result in increased compensation to the portfolio managers from such accounts due to unrealized appreciation as well as realized gains in the client's account.
Aksia's Conflict Disclosure
As a registered investment adviser, Aksia is required to disclose and mitigate potential conflicts of interest. As such, Aksia has adopted policies and procedures that both identify and address potential conflicts, described in detail below:
a. Allocation of Investment Opportunities: Aksia's procedures require the objective allocation of general investment opportunities to ensure fair and equitable allocation among customized separate account and advisory client accounts (collectively, "Clients"). In the event there is limited capacity in a general investment opportunity in which multiple Clients are interested, Aksia will first evaluate the opportunity in light of the investment guidelines and restrictions relevant to each Client, in order to determine whether the opportunity could be suitable for the Client. Once Aksia has identified the Clients for which the opportunity may be suitable, Aksia will reach out to each Client (or in the case of an investment management Client, to the Aksia client team) to gauge such Client's interest in investing. When Aksia has received responses from the identified Clients, Aksia will advise the underlying manager offering the general investment opportunity which of Aksia's Clients are interested in investing in its vehicle and request that the manager determine the allocations to the various Aksia Clients. In the event that our aggregate client interest exceeds the available capacity, and the manager is unwilling to decide between eligible clients, Aksia will seek to split the capacity pro rata among interested and eligible discretionary and non-discretionary advisory clients.
With respect to co-investment opportunities ("Co-Investments"), Aksia will first compile a list of Advisory Clients for which (i) Aksia has an obligation to perform co-investment sourcing services and (ii) such opportunity is consistent with the relevant client's co-investment program preferences ("Participating Clients"), subject to any limitations placed upon Aksia by the underlying manager offering the Co-Investment. Aksia will then submit an indication of interest to the manager, specifying a distinct amount of the opportunity to be made available for each client. In submitting an indication of interest, Aksia will communicate to the manager a desired allocation of the opportunity in respect of Discretionary Clients, as well as Non-Discretionary Clients who have communicated to Aksia a desire to participate in the opportunity and the amount thereof. In the event of a Co-Investment opportunity with scarce capacity, the underlying manager offering the Co-Investment opportunity will generally determine the allocations among Aksia's relevant clients. If the underlying manager delegates full or partial authority to Aksia, Aksia will seek to allocate the investment to Participating Clients in a fair and equitable manner with a preference towards a pro rata allocation based on interest. Following such allocation, if there is an additional excess allocation remaining, such excess allocation may be offered to any client of Aksia or to any third party, in each case selected by Aksia in its sole discretion. The foregoing allocation policy with respect to Co-Investments does not apply to client-sourced opportunities which may be preserved by the client to the extent Aksia is also not allocated or offered the opportunity directly by the manager.
B-20
Aksia acts as a discretionary investment manager to one or more Registered Investment Companies (each, a "Registered Fund'). Any Co-Investment opportunities in which both a Registered Fund and certain other Aksia Client funds invest must comply with either the exemptive relief Aksia has been granted by the SEC, or with SEC no-action guidance. The participation of a Registered Fund may impact the ability of the Registered Fund or of these certain Aksia Client funds to make an investment or a follow on investment.
With respect to secondary opportunities ("Secondary"), Aksia will first compile a list of Advisory Clients for which (i) Aksia is specifically contractually obligated to perform Secondary sourcing services and (ii) such opportunity is consistent with the relevant client's Secondary program preferences and capabilities. Once Aksia determines the interest for each Client, Aksia will seek to directly or indirectly allocate the opportunity among such Clients pro-rata based on interest. If the seller is unable to allocate the opportunity across multiple Clients, Aksia will use a rotation approach, and review the date of each eligible client's most recent offer of a Secondary opportunity. The client with the most time elapsed since its last Secondary offer will be offered the Secondary opportunity. If such client is a Non-Discretionary Advisory Client, Aksia will request the seller's permission to notify the relevant client of the opportunity so that the client will be able to consider submitting a bid on the opportunity. If, however, Aksia has discretionary authority with respect to such client, Aksia will determine whether to submit an offer on the client's behalf. If the relevant client or Aksia, as applicable, chooses not to submit a bid in respect of such Secondary opportunity, then the process will be repeated with the next client based on the time elapsed since the last Secondary offer until a bid is submitted in respect of the opportunity, or all identified clients have been offered the opportunity. If a bid has still not been submitted in respect of such opportunity, the opportunity may then be offered to clients for which Aksia is not expressly contractually obligated to perform Secondary sourcing services but for whom such opportunity may not be consistent with the relevant client's general investment preferences and capabilities. The foregoing allocation policy with respect to Secondaries does not apply to client-sourced opportunities which may be preserved by the client to the extent Aksia is not also allocated or offered the opportunity directly by the manager.
b. Performance-Based Fees and Side-by-Side Management: While most advisory clients choose to pay fixed or asset-based fees, some pay performance-based fees. In addition, amongst clients paying fixed or asset-based fees, some may pay higher fees than others. These different payment structures may give rise to a potential conflict of interest because Aksia may have an incentive to favor Client accounts that pay Aksia performance-based compensation or higher fees. Aksia is mindful of its obligation to act in the best interests of its advisory clients and has thus adopted policies and procedures designed to mitigate the potential conflicts of interest that relate to the management of multiple accounts, including accounts with differing fee arrangements.
Aksia employs a wide range of investment objectives and strategies for its Clients. These differing objectives and strategies raise potential conflicts of interest. For example, Aksia may evaluate the purchase of an investment opportunity for one Client account while simultaneously evaluating the sale of such opportunity for a different Client.
In specific instances, these differing strategies may result in Aksia buying and selling different securities and instruments within an issuer's capital structure for different Clients. Accordingly, it is possible that one Client may acquire an instrument that is senior in the capital structure of an issuer relative to an instrument for a different Client that is more junior in the capital structure. In certain circumstances, such as if the credit quality of the issuer deteriorates, the Aksia may owe conflicting fiduciary duties to multiple Clients, in that action taken to protect the interest of one set of holders may be detrimental to, or conflict with the interests of, other holders of that issuer's securities or instruments. When the Aksia causes its Clients to take opposite positions with respect to a particular security or investment, or to invest in securities of an issuer with varying seniority in the issuer's capital structure, actions taken by the Aksia for one set of Clients may disadvantage other sets of Clients.
c. Clients with Affiliated Investment Managers: Given that Aksia's clients are large institutions there are certain circumstances where Aksia may recommend, purchase, or sell for its clients' funds managed by investment managers that are affiliated with, managed or owned by clients of Aksia. Aksia has addressed this potential conflict of interest through the implementation of policies and procedures reasonably designed to ensure that its activities are carried out in compliance with applicable regulatory requirements and in the best interests of clients. For example, if Aksia were to recommend an investment with an investment manager that Aksia knew was affiliated with an Aksia client, Aksia would fully disclose the relationship in its due diligence report. In addition, the potential investment would be subjected to Aksia's extensive due diligence process, which includes multiple layers of review by multiple individuals.
B-21
d. Investing in Securities Recommended to Clients: From time to time, Aksia may form investment vehicles owned by Aksia, its members, its employees and/or its affiliates, that invest (directly or indirectly) in certain Clients to which it provides investment management services (a "GP Commitment"). This arrangement creates a conflict of interest because Aksia or its related persons has an incentive to favor Clients in which it owns a financial interest over its other Clients. Aksia addresses this potential conflict of interest via the implementation of its policies and procedures relating to the allocation of investment opportunities. In addition, certain of Aksia's investment management clients have made seed investments in funds in return for fee savings or revenue participation ("Client Affiliated Managers"). To the extent that investment management clients in which Aksia has made a GP Commitment have made seed investments in funds of Client Affiliated Managers, Aksia will benefit economically from profits earned by such investment management clients, in addition to the fees that Aksia directly earns from its investment management clients. This poses a conflict of interest for Aksia in its recommendations to its clients. To mitigate this conflict, Aksia will disclose its pecuniary interest in such Client Affiliated Managers to its clients and take other steps to maintain Aksia's objectivity. Clients can also instruct Aksia to avoid making investment allocations to Client Affiliated Managers.
e. Gifts and Business Entertainment, Including Co-Hosting Events: In the ordinary course of business, Aksia personnel may receive and provide gifts and business entertainment. Such gifts and entertainment are strictly monitored by Aksia's compliance team and governed by the respective firm's Compliance Manual and Code of Ethics. In addition, Aksia hosts investor events and roundtables where investment managers may serve as panelists or co-hosts of such events. Aksia does not receive any compensation for such events and co-sponsored events are disclosed to attendees. Aksia attempts to mitigate any potential conflict arising from any manager recommendation by ensuring that all recommended funds undergo full due diligence prior to recommendation.
Securities Ownership of Portfolio Managers
The Portfolio Managers have ownership and financial interests in and may receive compensation and/or variable profit distributions from, the Advisors based on the Advisors' financial performance, such as its overall revenues and profitability. The Portfolio Managers' compensation is not tied to the Fund's performance, except to the extent that the fee paid to the Advisors impacts the Advisors' financial performance. The following table shows the dollar range of equity securities in the Fund beneficially owned by the Advisors' portfolio managers as of March 31, 2026.
| NAME | AGGREGATE
DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND |
|||
| R. Matthew Freund | $100,001-$500,000 | |||
| Joshua Hemley | $100,001-$500,000 | |||
| Tim Nest | $100,001-$500,000 | |||
| Eli Pars | $100,001-$500,000 |
PORTFOLIO TRANSACTIONS
With respect to its Private Credit investments, including Private Funds that invest in Private Credit assets, the Fund generally acquires and disposes of its investments in privately negotiated transactions, it infrequently uses brokers in the normal course of business.
With respect to its liquid alternative investments, subject to policies established by the Fund's Board, the Advisor is primarily responsible for the execution of any traded securities in the Fund's portfolio and the Fund's allocation of brokerage commissions. The Advisor does not expect to execute transactions through any particular broker or dealer but seeks to obtain the best net results for the Fund, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, operations facilities of the firm, and the firm's risk and skill in positioning blocks of securities.
While the Advisor generally seeks reasonably competitive trade execution costs, the Fund will not necessarily pay the lowest spread or commission available. Subject to applicable legal requirements, the Advisor may select a broker based partly upon brokerage or research services provided to the Advisor and the Fund and any other clients. In return for such services, the Fund may pay a higher commission than other brokers would charge if the Advisor determines in good faith that such commission is reasonable in relation to the services provided.
B-22
For the placement of orders for the purchase and sale of certain identified portfolio investments in respect of the portion of the Fund's assets and investments allocated by the Advisor to the Sub-Advisor (e.g., FX transactions, certain publicly traded securities, etc.), the Sub-Advisor may instruct the Advisor, and the Advisor shall place orders for the purchase and sale of such investments, subject to the terms and conditions set forth in the Advisory Agreement and Sub-Advisory Agreement.
Brokerage Commissions Paid
During the period from the commencement of operations on June 8, 2023 through March 31, 2024, and the fiscal years ended March 31, 2025 and March 31, 2026, the following amounts of brokerage commissions were paid by the Fund:
| FISCAL YEAR |
BROKERAGE
COMMISSIONS PAID |
|||
| March 31, 2024 | $ | 0 | ||
| March 31, 2025 | $ | 47,073 | ||
| March 31, 2026 | $ | 18,873.22 | ||
The Fund did not pay any commissions to affiliated brokers in the fiscal years ended March 31, 2024, March 31, 2025 and March 31, 2026.
TAXATION OF THE FUND
The following is a general summary of certain additional U.S. federal income tax considerations applicable to the Fund. The discussion below provides general tax information related to an investment in the Fund but does not purport to be a complete description of the U.S. federal income tax consequences applicable to the Fund and does not address any state, local, non-U.S. or other tax consequences. It is based on the Internal Revenue Code of 1986, as amended (the "Code") and U.S. Treasury regulations thereunder and administrative pronouncements, all as of the date hereof, any of which is subject to change, possibly with retroactive effect.
The Fund has to elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a regulated investment company ("RIC") under Subchapter M of the Code. As a RIC, the Fund generally will not be subject to corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes as dividends to Shareholders. To qualify as a RIC in any tax year, the Fund must, among other things, satisfy both a source of income test and asset diversification tests. The Fund will qualify as a RIC if (i) at least 90% of the Fund's gross income for such tax year consists of dividends; interest; payments with respect to certain securities loans; gains from the sale or other disposition of shares, securities or foreign currencies; other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to its business of investing in such shares, securities or currencies; and net income derived from interests in "qualified publicly-traded partnerships" (such income, "Qualifying RIC Income"); and (ii) the Fund's holdings are diversified so that, at the end of each quarter of such tax year, (a) at least 50% of the value of the Fund's total assets is represented by cash and cash equivalents, securities of other RICs, U.S. government securities and other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of the Fund's total assets and not greater than 10% of the outstanding voting securities of such issuer and (b) not more than 25% of the value of the Fund's total assets is invested (x) in securities (other than U.S. government securities or securities of other RICs) of any one issuer or of two or more issuers that the Fund controls and that are engaged in the same, similar or related trades or businesses or (y) in the securities of one or more "qualified publicly-traded partnerships." The Fund's share of income derived from a partnership other than a "qualified publicly-traded partnership" will be treated as Qualifying RIC Income only to the extent that such income would have constituted Qualifying RIC Income if derived directly by the Fund. A "qualified publicly-traded partnership" is generally defined as an entity that is treated as a partnership for U.S. federal income tax purposes if (1) interests in such entity are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof and (2) that satisfies certain gross income requirements, but less than 90% of its gross income for the relevant tax year consists of Qualifying RIC Income. The Code provides that the Treasury Department may by regulation exclude from Qualifying RIC Income foreign currency gains that are not directly related to the RIC's principal business of investing in shares or securities (or options and futures with respect to shares or securities). The Fund anticipates that, in general, its foreign currency gains will be directly related to its principal business of investing in shares and securities.
In addition, to maintain RIC tax treatment, the Fund must distribute on a timely basis with respect to each tax year dividends of an amount at least equal to 90% of the sum of its "investment company taxable income" and its net tax-exempt interest income, determined without regard to any deduction for dividends paid, to Shareholders (the "90% distribution requirement"). If the Fund qualifies as a RIC and satisfies the 90% distribution requirement, the Fund generally will not be subject to U.S. federal income tax on its "investment company taxable income" and net capital gains (that is, the excess of net long-term capital gains over net short-term capital losses) that it distributes as dividends to Shareholders (including amounts that are reinvested pursuant to the DRP). In general, a RIC's "investment company taxable income" for any tax year is its taxable income, determined without regard to net capital gains and with certain other adjustments. The Fund intends to distribute all or substantially all of its "investment company taxable income," net tax-exempt interest income (if any) and net capital gains on an annual basis. Any taxable income, including any net capital gains that the Fund does not distribute in a timely manner, will be subject to U.S. federal income tax at regular corporate rates.
B-23
If the Fund retains any net capital gains for reinvestment, it may elect to treat such capital gains as having been distributed to Shareholders. If the Fund makes such an election, each Shareholder will be required to report its share of such undistributed net capital gains attributed to the Fund as long-term capital gain and will be entitled to claim its share of the U.S. federal income taxes paid by the Fund on such undistributed net capital gains as a credit against its own U.S. federal income tax liability, if any, and to claim a refund on a properly-filed U.S. federal income tax return to the extent that the credit exceeds such liability. In addition, each Shareholder will be entitled to increase the adjusted tax basis of its Shares by the difference between its share of such undistributed net capital gain and the related credit. There can be no assurance that the Fund will make this election if it retains all or a portion of its net capital gain for a tax year.
As a RIC, the Fund will be subject to a nondeductible 4% federal excise tax on certain undistributed amounts for each calendar year (the "4% excise tax"). To avoid the 4% excise tax, the Fund must distribute in respect of each calendar year dividends of an amount at least equal to the sum of (1) 98% of its ordinary taxable income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of its capital gain net income (adjusted for certain ordinary losses) generally for the one-year period ending on October 31 of the calendar year and (3) any ordinary income and capital gains for previous calendar years that were not distributed during those calendar years. For purposes of determining whether the Fund has met this distribution requirement, the Fund will be deemed to have distributed any income or gains previously subject to U.S. federal income tax. Furthermore, any distribution declared by the Fund in October, November or December of any calendar year, payable to Shareholders, of record on a specified date in such a month and actually paid during January of the following calendar year, will be treated for tax purposes as if it had been paid on December 31 of the calendar year in which the distribution was declared. The Fund generally intends to avoid the imposition of the 4% excise tax, but there can be no assurance in this regard.
If the Fund fails to qualify as a RIC or fails to satisfy the 90% distribution requirement in respect of any tax year, the Fund would be subject to U.S. federal income tax at regular corporate rates on its taxable income, including its net capital gains, even if such income were distributed, and all distributions out of earnings and profits would be taxed as ordinary dividend income. Such distributions generally would be eligible for the dividends-received deduction in the case of certain corporate Shareholders and may be eligible to be qualified dividend income in the case of certain non-corporate Shareholders. In addition, the Fund could be required to pay tax on built-in gains recognized within five years after re-qualifying for taxation as a RIC (unless it elects to recognize its net built-in gains at the time of requalification), and, in certain circumstances, make distributions that are subject to interest charges. If the Fund fails to satisfy either the income test or asset diversification test described above, in certain cases, however, the Fund may be able to avoid losing its status as a RIC by timely providing notice of such failure to the IRS, curing such failure and possibly paying an additional tax or penalty.
Some of the investments that the Fund is expected to make, such as investments in debt instruments having market discount and/or treated as issued with original issue discount ("OID"), may cause the Fund to recognize income or gain for U.S. federal income tax purposes prior to the receipt of any corresponding cash or other property. As a result, the Fund may have difficulty meeting the 90% distribution requirement necessary to maintain RIC tax treatment. Because this income will be included in the Fund's investment company taxable income for the tax year it is accrued, the Fund may be required to make a distribution to Shareholders to meet the distribution requirements described above, even though the Fund will not have received any corresponding cash or property. The Fund may be required to borrow money, dispose of other securities or forgo new investment opportunities for this purpose.
There may be uncertainty as to the appropriate treatment of certain of the Fund's investments for U.S. federal income tax purposes. In particular, the Fund expects to invest a portion of its net assets in below investment grade instruments. U.S. federal income tax rules with respect to such instruments are not entirely clear about issues such as whether and to what extent the Fund should recognize interest, OID or market discount, when and to what extent deductions may be taken for bad debts or worthless instruments, how payments received on obligations in default should be allocated between principal and income and whether exchanges of debt obligations in a bankruptcy or workout context are taxable. These and other issues will be addressed by the Fund, to the extent necessary, in connection with the Fund's general intention to distribute sufficient income to qualify for and maintain its treatment as a RIC for U.S. federal income tax purposes, and to minimize the risk that it becomes subject to U.S. federal income or excise tax.
Income received by the Fund from sources outside the United States may be subject to withholding and other taxes imposed by such countries, thereby reducing income available to the Fund. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. The Fund generally intends to conduct its investment activities to minimize the impact of foreign taxation, but there is no guarantee that the Fund will be successful in this regard. The Fund does not expect to be eligible to elect to "pass-through" to Shareholders the foreign source amount of income deemed earned and the respective amount of foreign taxes paid by the Fund for purposes of the foreign tax credit against federal income tax or deduction of foreign taxes.
B-24
The Fund may invest in shares of foreign companies that are classified under the Code as passive foreign investment companies ("PFICs"). In general, a foreign company is considered a PFIC if at least 50% of its assets constitute investment-type assets or 75% or more of its gross income is investment-type income. In general under the PFIC rules, an "excess distribution" received with respect to PFIC shares is treated as having been realized ratably over the period during which the Fund held the PFIC shares. The Fund generally will be subject to tax on the portion, if any, of the excess distribution that is allocated to the Fund's holding period in prior tax years (and an interest factor will be added to the tax, as if the tax had actually been payable in such prior tax years) even though the Fund distributes the corresponding income to Shareholders. Excess distributions include any gain from the sale of PFIC shares as well as certain distributions from a PFIC. All excess distributions are taxable as ordinary income.
The Fund may be eligible to elect alternative tax treatment with respect to PFIC shares. Under one such election (i.e., a "QEF" election), the Fund generally would be required to include in its gross income its share of the earnings of a PFIC on a current basis, regardless of whether any distributions are received from the PFIC. If this election is made, the special rules, discussed above, relating to the taxation of excess distributions, would not apply. Alternatively, the Fund may be able to elect to mark its PFIC shares to market, resulting in any unrealized gains at the Fund's tax year end being treated as though they were recognized and reported as ordinary income. Any mark-to-market losses and any loss from an actual disposition of the PFIC's Shares would be deductible as ordinary losses to the extent of any net mark-to-market gains included in income in prior tax years with respect to shares in the same PFIC.
Because the application of the PFIC rules may affect, among other things, the character of gains, the amount of gain or loss and the timing of the recognition of income, gain or loss with respect to PFIC shares, as well as subject the Fund itself to tax on certain income from PFIC shares, the amount that must be distributed to Fund Shareholders, and which will be recognized by Fund Shareholders as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to a fund that did not invest in PFIC shares. Note that distributions from a PFIC are not eligible for the reduced rate of tax on distributions of "qualified dividend income."
Some of the CLOs in which the Fund may invest may be PFICs, which are generally subject to the tax consequences described above. Investment in certain equity interests of CLOs that are subject to treatment as PFICs for U.S. federal income tax purposes may cause the Fund to recognize income in a tax year in excess of the Fund's distributions from such CLOs, PFICs and the Fund's proceeds from sales or other dispositions of equity interests in other CLOs and other PFICs during that tax year. As a result, the Fund generally would be required to distribute such income to satisfy the distribution requirements applicable to RICs.
If the Fund holds more than 10% of the interests treated as equity for U.S. federal income tax purposes in a foreign corporation that is treated as a controlled foreign corporation ("CFC"), including equity tranche investments and certain debt tranche investments in a CLO treated as a CFC, the Fund may be treated as receiving a deemed distribution (taxable as ordinary income) each tax year from such foreign corporation of an amount equal to the Fund's pro rata share of the foreign corporation's earnings for such tax year (including both ordinary earnings and capital gains), whether or not the corporation makes an actual distribution to the Fund during such tax year. This deemed distribution is required to be included in the income of certain U.S. shareholders of a CFC, such as the Fund, regardless of whether a U.S. shareholder has made a QEF election with respect to such CFC. The Fund is generally required to distribute such income in order to satisfy the distribution requirements applicable to RICs, even to the extent the Fund's income from a CFC exceeds the distributions from the CFC and the Fund's proceeds from the sales or other dispositions of CFC stock during that tax year. In general, a foreign corporation will be treated as a CFC for U.S. federal income tax purposes if more than 50% of the shares of the foreign corporation, measured by reference to combined voting power or value, is owned (directly, indirectly or by attribution) by U.S. Shareholders. A "U.S. Shareholder," for this purpose, is any U.S. person that possesses (actually or constructively) 10% or more of the combined voting power or value of all classes of shares of a corporation.
The functional currency of the Fund, for U.S. federal income tax purposes, is the U.S. dollar. Gains or losses attributable to fluctuations in foreign currency exchange rates that occur between the time a Fund accrues interest income or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time the Fund actually collects such receivables or pays such liabilities generally are respectively characterized as ordinary income or ordinary loss for U.S. federal income tax purposes. Similarly, on the sale of other disposition of certain investments, including debt securities, certain forward contracts, as well as other derivative financial instruments, denominated in a foreign currency, gains or losses attributable to fluctuations in the value of foreign currency between the date of acquisition of the security or contract and the date of disposition also are generally treated as ordinary gain or loss. These gains and losses, referred to under the Code as "section 988" gains and losses, may increase or decrease the amount of the Fund's investment company taxable income subject to distribution to Fund Shareholders as ordinary income. For example, fluctuations in exchange rates may increase the amount of income that the Fund must distribute to qualify for tax treatment as a RIC and to prevent application of an excise tax on undistributed income. Alternatively, fluctuations in exchange rates may decrease or eliminate income available for distribution. If section 988 losses exceed other investment company taxable income during a tax year, the Fund would not be able to distribute amounts considered dividends for U.S. federal income tax purposes, and any distributions during a tax year made by the Fund before such losses were recognized would be re-characterized as a return of capital to Fund Shareholders for U.S. federal income tax purposes, rather than as ordinary dividend income, and would reduce each Fund Shareholder's tax basis in Fund Shares.
B-25
If the Fund utilizes leverage through the issuance of preferred Shares or borrowings, it will be prohibited from declaring a distribution or dividend if it would fail the applicable asset coverage test(s) under the 1940 Act after the payment of such distribution or dividend. In addition, certain covenants in credit facilities or indentures may impose greater restrictions on the Fund's ability to declare and pay dividends on Fund Shares. Limits on the Fund's ability to pay dividends on Fund Shares may prevent the Fund from meeting the distribution requirements described above and, as a result, may affect the Fund's ability to be subject to tax as a RIC or subject the Fund to the 4% excise tax. The Fund endeavors to avoid restrictions on its ability to make distribution payments. If the Fund is precluded from making distributions on Fund Shares because of any applicable asset coverage requirements, the terms of preferred Shares (if any) may provide that any amounts so precluded from being distributed, but required to be distributed by the Fund to enable the Fund to satisfy the distribution requirements that would enable the Fund to be subject to tax as a RIC, will be paid to the holders of preferred Shares as a special distribution. This distribution can be expected to decrease the amount that holders of preferred Shares would be entitled to receive upon redemption or liquidation of such preferred Shares.
The Fund is permitted to invest up to 25% of its assets in one or more U.S. corporate Subsidiaries to enable it to indirectly make investments that would not generate qualifying income for a RIC. Any net income that such a Subsidiary recognizes will be subject to federal and state corporate income tax, but the dividends that the Subsidiary pays to the Fund (i.e., those gains, net of the tax paid and any other expenses of the subsidiary, such as its management and advisory fees) will be eligible to be treated as “qualified dividend income” under the Code. Although it is possible that multiple Subsidiaries may be required to be aggregated for purposes of the 25% value limit described above, losses of one Subsidiary will not offset income of another Subsidiary.
Additionally, the Fund and/or its Subsidiaries may invest in partnerships or other entities that pass through income for tax purposes. An IRS challenge to allocations of income from investments held in pass-through form could result in the Fund failing to earn sufficient qualifying income, could increase the income of a corporate Subsidiary of the Fund that is subject to U.S. federal income tax, or both.
Certain of the Fund's investments are expected to be subject to special U.S. federal income tax provisions that may, among other things, (1) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (2) convert lower-taxed long-term capital gains into higher-taxed short-term capital gains or ordinary income, (3) convert an ordinary loss or a deduction into a capital loss, the deductibility of which is more limited, (4) adversely affect when a purchase or sale of shares or securities is deemed to occur, (5) adversely alter the intended characterization of certain complex financial transactions, (6) cause the Fund to recognize income or gain without a corresponding receipt of cash, (7) treat dividends that would otherwise constitute qualified dividend income as non-qualified dividend income, (8) treat dividends that would otherwise be eligible for the corporate dividends received deduction as ineligible for such treatment and (9) produce income that will not constitute Qualifying RIC Income. The application of these rules could cause the Fund to be subject to U.S. federal income tax or the 4% excise tax and, under certain circumstances, could affect the Fund's status as a RIC. The Fund monitors its investments and may make certain tax elections to mitigate the effect of these provisions.
The foregoing discussion is a summary only and is not intended as a substitute for careful tax planning. Potential investors should consult their own tax advisers as to the tax consequences of investing in such Shares, including under state, local and other tax laws.
PROXY VOTING POLICY AND PROXY VOTING RECORD
The Fund has delegated its proxy voting responsibility to the Advisor. A copy of the Advisor's proxy voting policies and procedures is attached as Appendix A.
The Fund shall file an annual report of each proxy voted with respect to portfolio securities of the Fund during the twelve-month period ended June 30 on Form N-PX not later than August 31 of each year. Information on how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 will be available (1) without charge, upon request, by calling 1.866.363.9219 ; and (2) on the SEC's website at www.sec.gov.
B-26
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of June 30, 2026, to the best of the Fund's knowledge, the following persons or entities owned of record or were known by the Fund to beneficially own 5% or more of the specified class of the Fund's outstanding Shares:
| FUND | REGISTRATION | ACCOUNT
SHARE BALANCE PERCENT OF TOTAL SHARES |
|||
| CALAMOS AKSIA ALT CREDIT & INCOME FUND CLASS A | LPL FINANCIAL | 298,581.069 | |||
| FBO CUSTOMER ACCOUNTS | 45.99 | % | |||
| ATTN MUTUAL FUND OPERATIONS | |||||
| 4707 EXECUTIVE DR | |||||
| SAN DIEGO CA 92121-3091 | |||||
| CHARLES SCHWAB & CO INC SPECIAL CUSTODY | 228,043.182 | ||||
| A/C FBO CUSTOMERS | 35.13 | % | |||
| 211 MAIN ST | |||||
| SAN FRANCISCO CA 94105-1901 | |||||
| FUND | REGISTRATION | ACCOUNT
SHARE BALANCE PERCENT OF TOTAL SHARES |
|||
| Calamos Aksia Alternative Credit & Income Fund Class C | LPL FINANCIAL | 31,643.209 | |||
| FBO CUSTOMER ACCOUNTS | 22.88 | % | |||
| ATTN MUTUAL FUND OPERATIONS | |||||
| 4707 EXECUTIVE DR | |||||
| SAN DIEGO CA 92121-3091 | |||||
| PERSHING LLC | 17,539.398 | ||||
| 1 PERSHING PL Z | 12.68 | % | |||
| JERSEY CITY NJ 07399-0001 | |||||
| PERSHING LLC | 16,528.372 | ||||
| 1 PERSHING PL Z | 11.95 | % | |||
| JERSEY CITY NJ 07399-0001 | |||||
| PERSHING LLC | 13,992.758 | ||||
| 1 PERSHING PL Z | 10.12 | % | |||
| JERSEY CITY NJ 07399-0001 | |||||
| PERSHING LLC | 9,372.367 | ||||
| 1 PERSHING PL Z | 6.78 | % | |||
| JERSEY CITY NJ 07399-0001 | |||||
| PERSHING LLC | 8,451.952 | ||||
| 1 PERSHING PL Z | 6.11 | % | |||
| JERSEY CITY NJ 07399-0001 | |||||
| PERSHING LLC | 7,434.488 | ||||
| 1 PERSHING PL Z | 5.38 | % | |||
| JERSEY CITY NJ 07399-0001 |
B-27
| FUND | REGISTRATION | ACCOUNT
SHARE BALANCE PERCENT OF TOTAL SHARES |
|||
| Calamos Aksia Alternative Credit & Income Fund Class I | CHARLES SCHWAB & CO INC SPECIAL CUSTODY | 53,769,471.940 | |||
| A/C FBO CUSTOMERS | 47.59 | % | |||
| 211 MAIN ST | |||||
| SAN FRANCISCO CA 94105-1901 | |||||
| FUND | REGISTRATION | ACCOUNT
SHARE BALANCE PERCENT OF TOTAL SHARES |
|||
| Calamos Aksia Alternative Credit & Income Fund Class M | CALAMOS INVESTMENTS LLC | 3,789.293 | |||
| ATTN CORPORATE ACCOUNTING | 100.00 | % | |||
| 2020 CALAMOS COURT | |||||
| NAPERVILLE, IL 60563 |
As of June 30, 2026, the Trustees and officers of the Fund as a group owned:
Class C: 3%
Class M: 100%
The Trustees and officers as a group owned less than 1% of the outstanding shares of each other class of each Fund. Pursuant to Rule 16a-1(a)(2) of the 1934 Act, John P. Calamos, Sr. may be deemed to have indirect beneficial ownership of Fund Shares held by Calamos Investments, LLC, its subsidiaries, and its parent companies (Calamos Asset Management, Inc. and Calamos Partners LLC, and its parent company, Calamos Family Partners, Inc.) due to his direct or indirect ownership interest in those entities. As a result, these percentages reflect any holdings of those entities in addition to the individual, personal accounts of John P. Calamos, Sr.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
An independent registered public accounting firm for the Fund performs an annual audit of the Fund's financial statements. The Board has engaged Cohen & Company, Ltd., located at 1835 Market St., Suite 310, Philadelphia, PA 19103, to serve as the Fund's independent registered public accounting firm.
LEGAL COUNSEL
The Board has engaged Faegre Drinker Biddle & Reath LLP, located at One Logan Square, Suite 2000, Philadelphia, PA 19103-6996 to serve as the Fund's legal counsel.
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DISTRIBUTOR
The Distributor is the distributor of Shares and is located at 2020 Calamos Court, Naperville, IL 60563. The Distributor is a registered broker-dealer and is a member of the Financial Industry Regulatory Authority, Inc. Pursuant to the Distribution Agreement, the Distributor acts as the agent of the Fund in connection with the continuous offering of Shares of the Fund. The Distributor continually distributes Shares of the Fund on a best efforts basis. The Distributor has no obligation to sell any specific quantity of Shares. The Distributor and its officers have no role in determining the investment policies of the Fund.
ADDITIONAL INFORMATION
A registration statement on Form N-2, including amendments thereto, relating to the Shares offered hereby, has been filed by the Fund with the SEC. The Prospectus and this Statement of Additional Information do not contain all of the information set forth in the registration statement, including any exhibits and schedules thereto. For further information with respect to the Fund and the Shares offered hereby, reference is made to the registration statement. A copy of the registration statement may be reviewed on the EDGAR database on the SEC's website at sec.gov. Prospective investors can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's e-mail address ([email protected]).
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FINANCIAL STATEMENTS
The financial statements are incorporated into this Statement of Additional Information by reference to the Fund's most recent annual report to shareholders, which has been audited by Cohen & Company, Ltd., an independent registered public accounting firm, as stated in their report, based on their authority as experts in accounting and auditing. The Fund's annual report can be obtained upon request and without charge by writing to the Fund at Calamos Aksia Alternative Credit and Income Fund, c/o Client Services, 4th Floor, 2020 Calamos Court, Naperville, Illinois 60563, or by calling toll-free 1.866.363.9219. You may also obtain the Annual Report by visiting the Fund’s website at www.calamos.com or by following the hyperlink: https://www.sec.gov/Archives/edgar/data/1937073/000110465926070842/tm2613655d1_ncsr.htm
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APPENDIX A
Proxy Voting Policies and Procedures
Calamos Aksia Alternative Credit and Income Fund
Calamos Aksia Private Equity and Alternatives Fund
Calamos Aksia Hedged Strategies Fund
Amended: August 13, 2025
Introduction
Calamos1, as an investment adviser to the Advisory Clients (defined below), (including, in the case of Calamos Advisors LLC, the Calamos Aksia Alternative Credit and Income Fund, Calamos Aksia Private Equity and Alternatives Fund2, and Calamos Aksia Hedged Strategies Fund (collectively "the Funds"), has adopted these proxy voting policies and procedures. They are reasonably designed to ensure that proxies of Advisory Clients are voted in the best interest of such Advisory clients, in accordance with Calamos Advisors' fiduciary duties and Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended. Calamos recognizes the importance of maximizing and protecting the interests of its Advisory Clients through its voting practices.
Voting proxies on behalf of Advisory Clients is established by the advisory contracts or comparable documents between Calamos Advisors and each Advisory Client or otherwise pursuant to the delegation of proxy voting responsibilities by an Advisory Client (subject to the general oversight of such Advisory Client's board of trustees), and our proxy voting guidelines have been tailored to reflect these specific contractual and other obligations.
General Proxy Voting Guidelines
Calamos Advisors' proxy voting guidelines have been developed based on its years of experience with proxy voting and corporate governance issues. These guidelines have been reviewed by various members of Calamos Advisors' organization, including Portfolio Management, Legal, Compliance, and certain other Calamos Advisors' officers. Calamos reviews these proxy voting policies and procedures annually with the Board of Trustees of the Calamos Funds.
While Calamos Advisors has adopted guidelines for voting proxies as summarized below, Calamos Advisors may deviate from the guidelines when it determines that the particular facts and circumstances warrant such deviation to protect the interests of the applicable Advisory Clients. Each proxy and proposal will be considered based on the relevant facts and circumstances. The guidelines below are not intended to be an exhaustive list of all the issues that may arise nor can Calamos Advisors anticipate all future situations. Corporate governance issues are diverse and continually evolving, and Calamos Advisors monitors these changes.
Two of the primary factors Calamos Advisors considers when determining the desirability of investing in a particular company on behalf of an Advisory Client is the quality and depth of that company's management. Accordingly, the recommendation of management on any issue is a factor that Calamos Advisors considers in determining how proxies should be voted. However, Calamos Advisors does not consider recommendations from management to be determinative of Calamos Advisors' voting decision in all cases. As a matter of practice, the votes with respect to most issues are cast in accordance with the recommendation of the company's management. Certain proposals, however, may be considered on their own merits, and Calamos Advisors will not support the position of a company's management in any situation where Calamos Advisors determines that the support of management's position would adversely affect the investment merits of owning that company's shares. To this end, certain types of ballot proposals are reviewed on a case-by-case basis. Such items generally include:
● Mergers, acquisitions, reincorporation and reorganizations
● Shareholder rights plans / poison pills
● Severance compensation packages / golden parachutes
In addition, Calamos Advisors' proxy guidelines will defer to management's recommendations on the election of directors but will consider both meeting attendance and over-boarding when determining its vote.
1 See Appendix A for a complete list of covered entities.
2 Expected to launch as a '40 Act fund in 2Q2025
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Responsibility of Calamos Advisors to Vote Proxies
Calamos Advisors has assigned its administrative duties with respect to the proxy analysis and voting decisions to the "Proxy Group" (the Investment Team — research analysts and portfolio management), and administrative processing to its Corporate Actions Group ("Corporate Actions"), members of the Operations Department.
Calamos Advisors utilizes two vendors which provide distinct services relevant to Calamos Advisors' proxy duties. To assist it in analyzing proxies, Calamos Advisors subscribes to a supplementary, unaffiliated, third-party corporate proxy research service, Glass Lewis, which provides in-depth analyses of shareholder meeting agendas and vote recommendations. Glass Lewis facilitates the voting decision of each proxy by applying Calamos Advisors' custom proxy voting guidelines or rules ("custom policies") as described above. Said differently, Glass Lewis analyzes the ballot item and maps a vote for the ballot item based on Calamos Advisors' custom policies.
Calamos Advisors will generally follow its custom policies unless the Proxy Group and/or the Proxy Review Committee3 determines that the Advisory Client's interests are best served by voting otherwise or unless otherwise directed by the Advisory Client.
Calamos Advisors also utilizes two systems owned by Broadridge to monitor and manage the processes associated with proxies: Proxy Edge and Proxy Disclosure. Proxy Edge receives the voting decisions from Glass Lewis and uses it to vote the ballots for Calamos Advisors. Proxy Edge provides the record keeping, voting, account administration and reporting for Calamos Advisors. Proxy Edge feeds meetings, agenda items and related votes by account to Proxy Disclosure which facilitates additional reporting as well as the annual N-PX filing for Calamos Advisors and the Calamos Funds.
Proxy Edge systematically votes shares based on Calamos Advisors' custom policies. Unless a ballot contains a case-by-case proposal, a ballot is systematically voted based on the shares on holding reconciliation date (record date) or as soon as Glass Lewis has applied the Calamos Advisors custom policies to the ballot after that date. Calamos Advisors performs a reconciliation versus shares held at the custodian when the ballot is received by Proxy Edge. The shares from the custodian are continually updated on Proxy Edge based on account trade activity up until the record date.
Any ballot that includes one or more "proposals to be voted on a case-by-case" basis will not be systematically voted. All proposals on this type of ballot are manually voted. Proposals to be voted on a case-by-case basis are sent to the Proxy Group along with the written guidance and other relevant information produced by Glass Lewis to assist with the Proxy Group's analysis. Any named Portfolio Manager for a Calamos Fund or Calamos Advisors strategy may provide the voting instructions to the Proxy Group.
Based on the instruction provided by the Proxy Group, the Corporate Actions Group will process the Calamos Advisors votes on Proxy Edge, and Proxy Edge will then vote each proxy accordingly (unless otherwise directed by an Advisory Client).
Proxies are voted solely in the best interests of Calamos Advisors' clients; namely the Calamos Funds, separate account clients, and where employee benefit plan assets are involved, in the interests of the plan participants and beneficiaries (collectively, "Advisory Clients") that have properly delegated such responsibility to Calamos Advisors.
Corporate Actions is responsible for maintaining oversight of all facets of the proxy process as described above and including:
● overseeing account administration on both Broadridge systems (Proxy Edge and Proxy Disclosure);
● identifying potential conflicts of interest and reporting them to the Proxy Review Committee;
● consulting with the Proxy Group for the relevant portfolio security (and the Proxy Review Committee, if necessary);
● monitoring proxies to ensure Glass Lewis applies Calamos Advisors' custom policies to the ballot on a timely basis;
● ensuring proxies that have items to be voted on a case-by-case basis are voted as directed by the Proxy Group or Calamos Advisors' custom policies, as needed;
● ensuring the voting process is timely;
● validating meetings by Fund in Proxy Disclosure and reconciling to Proxy Edge data;
● facilitating a timely filing of Calamos Advisors' and the Funds' annual Form N-PX through Proxy Disclosure; and
● maintaining proxy voting records.
3 The Proxy Review Committee is comprised of representatives from Portfolio Management (which may include portfolio managers and/or research analysts employed by Calamos), Operations, and advisory, non-voting members from the Legal and Compliance Departments.
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Limitations Relating to Proxy Voting
Securities Lending. Certain Advisory Clients may participate in securities lending programs with various counterparties. Upon direction by the Portfolio Manager(s), if prior to record date, Corporate Actions will recall the portfolio securities held on loan to vote proxies on all shares held on the record date. Based on the timing of a Portfolio Manager's direction to recall shares from loan versus the record date of the meeting, there is no guarantee that any such security's shares can be retrieved in time to vote the proxy. The Portfolio Managers seek to balance the economic benefits of continuing to participate in an open securities lending transaction against the inability to vote proxies. As a result, Calamos Advisors generally will not recall portfolio securities to vote proxies.
Securities of Foreign Issuers. In certain foreign jurisdictions, the voting of proxies on portfolio securities may involve additional restrictions that may have an economic impact or cost to the security holder. We believe that in some instances the best interest of Advisory Clients is served by abstaining or not voting such proxies. Examples of issues unique to foreign securities include, but are not limited to, the following
(i) Share Blocking. In certain non-U.S. jurisdictions, a security holder that votes a proxy is prohibited from selling the security until the meeting for which the proxy has been voted is completed. This period of time may range from days to weeks. Since this blocking of sales prevents the sale of a security regardless of market conditions and developments, Calamos Advisors believes it increases risk. Therefore, it often may be in the best interests of our Advisory Clients not to vote such proxies. Whether we vote such proxies will be determined on a case-by-case basis.
(ii) Lack of Notice or Information. Foreign regulations do not standardize the notification period for a proxy vote. In some instances, the notice period is so short that Calamos Advisors we cannot research the issues presented. In instances where there is insufficient notice to permit Calamos Advisors to cast a reasoned vote, Calamos Advisors will abstain from voting on particular issues or to not vote at all.
Additional Information Provided by Issuer Before Voting Deadline. Glass Lewis has the ability to alert Calamos Advisors of any updates that were made to its analysis document for each meeting based on issuer feedback. Calamos Advisors must indicate its interest in the issuer meeting for Glass Lewis to know to alert Calamos Advisors of the new information. Calamos Advisors' indication of this interest is a manual process handled by accessing the original analysis document. Corporate Actions has created a process to help ensure Calamos Advisors' interest in certain meetings is properly communicated to Glass Lewis.
Conflicts of Interest
Directors and employees of Calamos Advisors, including the Proxy Group, are sensitive to the possibility that their interests may conflict with the interests of Calamos Advisors' Advisory Clients.
A. Identification of Conflicts of Interest. Conflicts of interest can arise in situations where:
● The issuer is a client of Calamos Advisors or its affiliates;
● The issuer is a vendor whose products or services are material or significant to the business of Calamos Advisors or its affiliates;
● The issuer is an entity participating, or which may participate, in the distribution of investment products4 advised, sub-advised, administered, or sponsored by Calamos Advisors or its affiliates
● An employee of Calamos Advisors or its affiliates also serves as a director or officer of the issuer (Calamos Advisors does not generally allow its employees to serve on the board of a public company);
● A director of Calamos Asset Management, Inc., the sole managing member of Calamos Investments LLC (Calamos Advisors' parent) or a Trustee of the Calamos Funds, also serves as an officer or director of the issuer; or
● The issuer is a Calamos proprietary product, e.g. a Calamos closed-end fund.
4 e.g., a broker, dealer, investment adviser, or bank.
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● In the event of Rule 12d1-4 conflicts, a Calamos Fund and its affiliates must vote their respective securities in a non-Calamos "Acquired" Fund in the same proportion as the vote of all other holders of such securities under certain circumstances.5
Even while a proxy may involve an entity with which a relationship exists, generally the matters put to vote do not cause a conflict of interest between Calamos Advisors and its Advisory Clients.
Potential conflicts of interest are identified based upon analyses of client, broker and vendor lists, information periodically gathered from directors and officers, and information derived from other sources, including public filings relative to the matters for which the Company is seeking shareholder approval.
B. Resolution of Conflicts of Interest. Calamos Advisors will generally apply its custom policies to proxy matters regardless of whether a conflict has been identified. However, where a conflict has been identified, the Proxy Group will refer the matter, along with the recommended course of action (based on Calamos Advisors' custom policies), if any, to the Proxy Review Committee6 for evaluation. The Proxy Review Committee will independently review such proxies, determine the appropriate action to be taken which in limited circumstances includes sending the proxy directly to the relevant Advisory Clients for approval, along with a recommendation regarding the vote. To the extent the shares have been systematically voted and the Proxy Committee decides to vote differently than its custom policies, Corporate Actions will manually change the vote within Proxy Edge so long as the vote deadline has not already passed. In cases where the vote deadline has already passed, such vote cannot be changed.
C. Records of Corporate Actions. Corporate Actions with a representative from Legal will prepare a Conflicts Report for each situation where a conflict of interest is identified. The Conflict Report (1) describes any conflict of interest; (2) discusses the procedures used to address such conflict of interest; and (3) discloses any contacts from parties outside Calamos Advisors (other than routine communications from proxy solicitors) with respect to the proposal not otherwise reported. The Conflicts Report will also include written confirmation that any recommendation provided was made solely on the investment merits in the best interests of Advisory Clients and without regard to any other consideration.
Record Retention and Disclosure
A. Record Retention. Calamos Advisors shall be responsible for collecting and maintaining proxy related information on each vote cast as required by applicable law. Such information shall include (i) the name of the shareholder whose proxy is being voted; (ii) the name of the company; (iii) the exchange ticker symbols of the company; (iv) Security Identifier; (v) proxy statements; (vi) shareholder meeting date; (vii) brief identification of the matter voted on; (viii) whether the matter was proposed by the company or by a security holder; (ix) whether a vote was cast on the matter; (x) how the vote was cast (e.g., for or against proposal, or abstained, for or withheld regarding election of directors); (xi) whether the vote was cast for or against management; (xii) Conflicts Reports; and (xiii) any information created by Calamos Advisors or a third party needed by the Committee to make a voting determination. The above information shall be maintained in an easily accessible place for a period of not less than six years from the end of the fiscal year in which the information was created, with the first two years in an appropriate office of Calamos Advisors unless record retention is outsourced.
B. Disclosure. Calamos Advisors shall be responsible for appropriately disclosing proxy voting information, including these policies and procedures, the voting guidelines and the voting records as may be required by applicable law. Corporate Actions, in conjunction with Legal will file all required SEC Forms N-PX, on a timely basis with respect to itself and its investment company clients, disclose that its proxy voting record is available on the web site, and will make available the information disclosed in its investment company clients' Forms N-PX as soon as is reasonable practicable after filing such Forms N-PX with the SEC, and will, upon request, furnish a copy of the proxy policies and procedures to any requesting Advisory Client. Corporate Actions, in conjunction with Legal will ensure that all required disclosure about proxy voting of the investment company clients is made in such clients' financial statements and disclosure documents.
5 To the extent a Calamos Fund and its affiliates in the aggregate hold more than 25% of outstanding voting securities of a non-Calamos Acquired fund that is a registered open-end fund or unit investment trust as a result of a decrease in the outstanding voting securities of the non-Calamos fund or the Calamos Fund and its affiliates in the aggregate hold more than 10% of the outstanding voting securities of a non-Calamos Closed-end fund or business development company, the Calamos Fund and its affiliates must mirror or echo vote (i.e., vote their respective securities in the same proportion as the vote of all other holders of such securities; provided, however, that in circumstances where all holders of the outstanding voting securities of the Acquired Fund are required to mirror or echo vote, the Calamos Fund and its affiliates will seek instructions from shareholders with regard to the voting of all proxies with respect to such Acquired Fund and vote such proxies only in accordance with such instructions. See also Procedures for Compliance with Section 12(d)(1), Related Rules and Exemptive Orders.
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Calamos Advisors' Reports to the Calamos Funds' Boards and Non-Investment Company Advisory Clients
Corporate Actions shall provide proxy information to each Board of Trustees of the Calamos Funds as such Boards may request from time to time.
For non-investment company Advisory Clients of Calamos Advisors, Corporate Actions shall appropriately respond in writing to all written client requests for information on how it voted on behalf of the client. Such written request along with the written response shall be maintained in an easily accessible place for a period of not less than five years from the end of the fiscal year, with the first two years in an appropriate office of Calamos Advisors.
Appendix A—In-Scope Entities
This policy pertains to the entities listed in the following tables.
Companies
| Company Name | Description | |
| Calamos Advisors LLC | U.S. Investment Adviser |
Table 1—List of In-Scope Companies
| Closed-End Fund Name | |
| Calamos Aksia Alternative Credit and Income Fund | |
| Calamos Aksia Private Equity and Alternatives Fund | |
| Calamos Aksia Hedged Strategies Fund |
Table 2—List of In-Scope U.S. Funds
Revision Date
| Date | |
| Adopted: September 5, 2023 | |
| Amended: November 21, 2024 | |
| Amended: February 20, 2025 | |
| Amended: August 13, 2025 |
Table 3—List of Revision Dates for Policy
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PART C: OTHER INFORMATION
Item 25. Financial Statements and Exhibits
| (1) | Financial Statements: |
| The Registrant’s Financial Statements and the report of the Registrant’s independent public accounting firm included in the Registrant’s annual report for the fiscal period ended March 31, 2026 are incorporated by reference into Parts A and B of this Registration Statement. |
| (2) | Exhibits: | ||
| (a) | (1) | Certificate of Trust (1). | |
| (2) | Declaration of Trust (1). | ||
| (3) | Amended and Restated Agreement and Declaration of Trust (2). | ||
| (b) | Bylaws (2). | |
| (c) | Not applicable. | |
| (d) | Multiple Class Plan Pursuant to Rule 18f-3 (3). | |
| (e) | Amended Dividend Reinvestment Plan (8). | |
| (f) | Not applicable. |
| (i) | Not applicable. | |
| (j) | Custody Agreement with State Street Bank and Trust Company (8). |
| (l) | (1) | Opinion of Faegre Drinker Biddle & Reath LLP (5). |
| (l) | (2) | Consent of Faegre Drinker Biddle & Reath LLP (8) |
| (m) | Not applicable. | |
| (n) | Consent of Independent Registered Public Accounting Firm (8). | |
| (o) | Not applicable. |
| (p) | (1) | Form of Subscription Agreement (2). |
| (q) | Not applicable. |
| (r) | (1) | Code of Ethics of the Registrant (8). |
| (2) | Code of Ethics of the Advisor and the Distributor (8). | ||
| (3) | Code of Ethics of the Sub-Advisor (8). |
| (s) | (1) | Powers of Attorney (7). |
| (1) | Incorporated by reference from Registrant’s Registration Statement on Form N-2, SEC File No. 333-266053, filed on July 7, 2022. |
| (2) | Incorporated by reference from Registrant’s Registration Statement on Form N-2, SEC File No. 333-266053, filed on March 2, 2023. |
| (3) | Incorporated by reference from Registrant’s Registration Statement on Form N-2, SEC File No. 333-266053, filed on May 8, 2023. |
| (4) | Incorporated by reference from Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2, SEC File No. 333-266053, filed on May 25, 2023. |
| (5) | Incorporated by reference from Post-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2, SEC File No. 333-266053, filed on July 24, 2024. |
| (6) | Incorporated by reference from Post-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-2, SEC File No. 333-266053, filed on July 25, 2025. |
| (7) | Incorporated by reference from Post-Effective Amendment No. 5 to the Registrant’s Registration Statement on Form N-2, SEC File No. 333-266053, filed on October 14, 2025. |
| (8) | Filed herewith. |
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Item 26. Marketing Arrangements
Reference is made to the Distribution Agreement, which is included as Exhibit (2)(h)(1) hereto.
Item 27. Other Expenses of Issuance and Distribution
Not applicable.
Item 28. Persons Controlled by or Under Common Control with the Registrant
Calamos Aksia Alternative Credit and Income Fund Sub 1, LLC (“Sub 1”), Calamos Aksia Alternative Credit and Income Fund Sub 2 (“Sub 2”), Calamos Aksia Alternative Credit and Income Fund Sub 3, LLC (“Sub 3”), Calamos Aksia Alternative Credit and Income Fund Sub 3-A (“Sub 3-A”), Calamos Aksia Alternative Credit and Income Fund Sub 4, LLC (“Sub 4”) and Calamos Aksia Alternative Credit and Income Fund Sub 4-A, LLC (“Sub 4-A”) are each wholly-owned subsidiaries of the Registrant (each, a “Subsidiary”). Sub 1, Sub 3, Sub 3-A, Sub 4 and Sub 4-A are each Delaware limited liability companies. Sub 2 is a Cayman Islands exempted limited company. The Advisor was formed under the laws of the State of Delaware. Additional information regarding the Advisor is set out in its Form ADV, as filed with the Securities and Exchange Commission (File No. 801-29688).
Item 29. Number of Holders of Securities
Set forth below is the number of holders of securities of the Registrant as of June 30, 2026:
| Title of Class | Number
of Record Holders | |||
| Shares of Beneficial Interest, Class A | 19 | |||
| Shares of Beneficial Interest, Class C | 18 | |||
| Shares of Beneficial Interest, Class I | 5,860 | |||
| Shares of Beneficial Interest, Class M | 1 | |||
Item 30. Indemnification
Reference is made to Article 5.2 of the Registrant’s Amended and Restated Agreement and Declaration of Trust filed as Exhibit (2)(a)(3) to this Registration Statement (the “Declaration of Trust”). Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted to the Advisor, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by the Advisors, officers or controlling persons of the Registrant in the successful defense of any action, suit or proceeding) is asserted by the Advisors, officers or controlling persons, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The Registrant hereby undertakes that it will apply the indemnification provisions of the Declaration of Trust in a manner consistent with Investment Company Act Release No. 11330 (Sept. 4, 1980) issued by the Securities and Exchange Commission, so long as the interpretation of Sections 17(h) and 17(i) of the Investment Company Act of 1940, as amended (the “1940 Act”), contained in that release remains in effect. The Registrant, in conjunction with the Advisors and the Registrant’s Board of Trustees, maintains insurance on behalf of any person who is or was an Independent Trustee, officer, employee, or agent of the Registrant, against certain liability asserted against him or her and incurred by him or her or arising out of his or her position. In no event, however, will the Registrant pay that portion of the premium, if any, for insurance to indemnify any such person or any act for which the Registrant itself is not permitted to indemnify.
Item 31. Business and Other Connections of Investment Advisor
The Advisor serves as the investment advisor to the Registrant and is engaged in the investment advisory business. For information as to the business, profession, vocation or employment of a substantial nature in which the Advisor, and its executive officers and directors is or has been, during the last two fiscal years, engaged for his or her own account or in the capacity of director, officer, employee, partner or trustee, reference is made to the information set forth in the Advisor’s Form ADV (File No. 801-29688), as filed with the SEC and incorporated herein by reference.
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The Sub-Advisor serves as the investment sub-advisor to the Registrant and is engaged in the investment advisory business. For information as to the business, profession, vocation or employment of a substantial nature in which the Sub-Advisor, and its executive officers and directors is or has been, during the last two fiscal years, engaged for his or her own account or in the capacity of director, officer, employee, partner or trustee, reference is made to the information set forth in the Sub-Advisor’s Form ADV (File No. 801-67661), as filed with the SEC and incorporated herein by reference.
Item 32. Location of Accounts and Records
All accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, and the rules thereunder are maintained at the office of the Registrant’s administrator and custodian, State Street Bank and Trust Company, except for certain transfer agency records which are maintained by U.S. Bank Global Fund Services.
Item 33. Management Services
Not applicable.
Item 34. Undertakings
| (1) | The Registrant hereby undertakes to suspend the offering of its Shares until it amends its prospectus if (a) subsequent to the effective date of its Registration Statement, the net asset value declines more than ten percent from its net asset value as of the effective date of the Registration Statement or (b) the net asset value increases to an amount greater than its net proceeds as stated in the prospectus. |
| (2) | Not applicable. |
| (3) | The Registrant hereby undertakes: |
| (a) | to file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement: |
| (1) | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (2) | to reflect in the prospectus any facts or events after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement. |
| (3) | to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
| (b) | that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof; |
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| (c) | to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; |
| (d) | that, for the purpose of determining liability under the Securities Act to any purchaser: |
| (1) | if the Registrant is relying on Rule 430B: |
| (A) | Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| (B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or |
| (2) | if the Registrant is subject to Rule 430C: Each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and |
| (e) | that, for the purpose of determining liability under the Securities Act to any purchaser: |
The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:
| (1) | any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act of 1933; |
C-4
| (2) | free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; |
| (3) | the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and |
| (4) | any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
| (4) | Not applicable. |
| (5) | Not applicable. |
| (6) | Not applicable. |
| (7) | The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery within two business days of receipt of a written or oral request, any prospectus or Statement of Additional Information. |
C-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all the requirements for effectiveness pursuant to Rule 486(b) under the Securities Act of 1933, as amended, and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Naperville and State of Illinois on the 29th day of July, 2026.
| CALAMOS AKSIA ALTERNATIVE CREDIT AND INCOME FUND | ||
| (A Delaware statutory trust) | ||
| By: | /s/ Daniel Dufresne | |
| Daniel Dufresne | ||
| President and Principal Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form N-2 has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Daniel Dufresne | President and Principal Executive Officer | July 29, 2026 | ||
| Daniel Dufresne | ||||
| /s/ Thomas E. Herman | Chief Financial Officer and Principal Financial Officer | July 29, 2026 | ||
| Thomas E. Herman | ||||
| *John S. Koudounis | Trustee | July 29, 2026 | ||
| John S. Koudounis | ||||
| *Jim Vos | Trustee | July 29, 2026 | ||
| Jim Vos | ||||
| *Bjorn Forfang | Trustee | July 29, 2026 | ||
| Bjorn Forfang | ||||
| * Christopher M. Toub | Trustee | July 29, 2026 | ||
| Christopher M. Toub | ||||
| *John E. Neal | Trustee | July 29, 2026 | ||
| John E. Neal |
| *By | /s/ Daniel Dufresne | |
| Daniel Dufresne | ||
| Attorney-in-Fact pursuant to Powers of Attorney |
Exhibit Index
ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
XBRL TAXONOMY EXTENSION LABEL LINKBASE
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
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