CALAMOS AKSIA PRIVATE Equity and Alternatives FUND
SHARES OF BENEFICIAL INTEREST
Class A Shares
Class C Shares
Class I Shares
Class M Shares
Statement of Additional Information
June 30, 2025
Calamos Aksia Private Equity and Alternatives Fund (the “Fund”) is a newly organized Delaware statutory trust that is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company that is operated as an interval fund. The Fund’s investment objective is to seek long-term capital appreciation. There can be no assurance that the Fund will achieve its investment objective.
This Statement of Additional Information (this “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 June 30, 2025, as it may be amended from time to time (the “Prospectus”). This Statement of Additional Information is incorporated by reference into the Prospectus. A copy of the Prospectus (as well as the Fund’s Annual and Semi-Annual Report once completed) and any or all information that has been incorporated by reference into the prospectus or Statement of Additional Information but not delivered with the prospectus or Statement of Additional Information, will be provided upon request and without charge by writing to the Fund at Calamos Aksia Private Equity and Alternatives Fund c/o 2020 Calamos Court, Naperville, Illinois 60563, Client Services, 4th Floor or by calling toll-free 888-444-3613 or by accessing the Fund’s website at calamos.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 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 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 June 30, 2025, 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.
PEASAI 063025
TABLE OF CONTENTS
| INVESTMENT OBJECTIVE, POLICIES AND RISKS | 1 | |
| INVESTMENT RESTRICTIONS | 16 | |
| MANAGEMENT OF THE FUND | 18 | |
| PORTFOLIO TRANSACTIONS | 31 | |
| TAXATION OF THE FUND | 31 | |
| PROXY VOTING POLICY AND PROXY VOTING RECORD | 35 | |
| CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES | 36 | |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 36 | |
| LEGAL COUNSEL | 36 | |
| DISTRIBUTOR | 36 | |
| ADDITIONAL INFORMATION | 36 | |
| FINANCIAL STATEMENTS | 37 |
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 Investments and Related Risks” in the Prospectus and does not, by itself, present a complete or accurate explanation of the matters disclosed. Prospective investors must refer also to “Types of Investments and Related Risks” in the Prospectus for a complete presentation of the matters disclosed below.
Equity Securities
The Fund’s and/or a Private Equity Fund’s portfolio may include investments in common stocks, preferred stocks, and convertible securities of U.S. and foreign issuers. The Fund and/or a Private Equity Fund also may invest in depositary receipts relating to foreign securities. Equity securities fluctuate in value, often based on factors unrelated to the value of the issuer of the securities.
Common Stock
Common stock or other common equity issued by a corporation or other entity generally entitles the holder to a pro rata share of the profits, if any, of the entity without preference over any other shareholder or claims of shareholders, after making required payments to holders of the entity’s preferred stock and other senior equity. Common stock usually carries with it the right to vote and frequently an exclusive right to do so.
Preferred Stock
Preferred stock or other preferred equity generally has a preference as to dividends and, in the event of liquidation, to an issuer’s assets, over the issuer’s common stock or other common equity, but it ranks junior to debt securities in an issuer’s capital structure. Preferred stock generally pays dividends in cash or additional shares of preferred stock at a defined rate but, unlike interest payments on debt securities, preferred stock dividends are generally payable only if declared by the issuer’s board of directors. Dividends on preferred stock may be cumulative, meaning that, in the event the issuer fails to make one or more dividend payments on the preferred stock, no dividends may be paid on the issuer’s common stock until all unpaid preferred stock dividends have been paid. Preferred stock may also be subject to optional or mandatory redemption provisions.
Convertible Securities
Convertible securities are bonds, debentures, notes, preferred stock, or other securities that may be converted into or exchanged for a specified amount of common equity of the same or different issuer within a specified period of time at a specified price or based on a specified formula. In many cases, a convertible security entitles the holder to receive interest or a dividend that is generally paid or accrued until the convertible security matures or is redeemed, converted or exchanged. Convertible securities have unique investment characteristics in that they generally (i) have higher yields (i.e., rates of interest or dividends) than common stocks, but lower yields than comparable non-convertible securities, (ii) are less subject to fluctuation in value than the underlying common stock into which they are convertible due to their fixed-income characteristics and (iii) provide the potential for capital appreciation if the market price of the underlying common stock increases. The Fund’s and/or a Private Equity Fund’s investments in convertible securities are expected to primarily be in private convertible securities, but may be in public convertible securities.
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The value of a convertible security is primarily a function of its “investment value” (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its “conversion value” (determined by reference to the security’s anticipated worth, at market value, if converted into the underlying common stock). The investment value of a convertible security is influenced by changes in interest rates, with investment value typically declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors may also increase or decrease the convertible security’s value. If the conversion value is low relative to the investment value, the convertible security is valued principally by reference to its investment value. To the extent the value of the underlying common stock approaches or exceeds the conversion value, the convertible security will be valued increasingly by reference to its conversion value. Generally, the conversion value decreases as the convertible security approaches maturity. Where no market exists for a convertible security and/or the underlying common stock, such investments may be difficult to value. A public convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed-income security.
A convertible security may in some cases be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security is called for redemption, the holder will generally have a choice of tendering the security for redemption, converting it into common stock prior to redemption, or selling it to a third party. Any of these actions could have a material adverse effect and result in losses to the Fund.
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. The economic crisis in the United States during 2008 and 2009 negatively impacted government-sponsored entities. As the real estate market deteriorated through declining home prices and increasing foreclosure, government-sponsored entities, which back the majority of U.S. mortgages, experienced extreme volatility, and in some cases, a lack of liquidity. The Advisor and the 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.
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(2) 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.
Asset-Backed (Including Mortgage-Backed) Securities
The Fund may purchase asset-backed securities, which are securities backed by mortgages, real estate debt, consumer loans, senior living debt, installment contracts, small business loans, credit card receivables, municipal securities or other financial assets. The investment characteristics of asset-backed securities differ from those of traditional fixed income securities. Asset-backed securities represent interests in “pools” of assets in which payments of both interest and principal on the securities are made periodically, thus in effect “passing through” such payments made by the individual borrowers on the assets that underlie the securities, net of any fees paid to the issuer or guarantor of the securities. The average life of asset-backed securities varies with the maturities of the underlying instruments, and the average life of a mortgage-backed instrument, in particular, is likely to be substantially less than the original maturity of the mortgage pools underlying the securities as a result of mortgage prepayments. For this and other reasons, an asset-backed security normally is subject to both call risk and extension risk, and an asset-backed security’s stated maturity may be shortened. In addition, the security’s total return may be difficult to predict precisely. These differences can result in significantly greater price and yield volatility than is the case with traditional fixed income securities.
If an asset-backed security is purchased at a premium, a prepayment rate that is faster than expected will reduce yield to maturity, while a prepayment rate that is slower than expected will have the opposite effect of increasing yield to maturity. Conversely, if an asset-backed security is purchased at a discount, faster than expected prepayments will increase, while slower than expected prepayments will decrease, yield to maturity. In calculating the average weighted maturity of the Fund’s fixed income investments, the maturity of asset-backed securities will be based on estimates of average life. Prepayments on asset-backed securities generally increase with falling interest rates and decrease with rising interest rates; furthermore, prepayment rates are influenced by a variety of economic and social factors. In general, the collateral supporting non-mortgage asset-backed securities is of shorter maturity than mortgage loans and is less likely to experience substantial prepayments.
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Asset-backed securities acquired by the Fund may include collateralized mortgage obligations (“CMOs”). CMOs provide the holder with a specified interest in the cash flow of a pool of underlying mortgages or other mortgage-backed securities. Issuers of CMOs ordinarily elect to be taxed as pass-through entities known as real estate mortgage investment conduits. CMOs are issued in multiple classes, each with a specified fixed or floating interest rate and a final distribution date. The relative payment rights of the various CMO classes may be structured in a variety of ways, and normally are considered derivative securities. In some cases CMOs may be highly leveraged and very speculative. The Funds will not purchase “residual” CMO interests, which normally exhibit greater price volatility.
Extension Risk
An issuer could exercise its right to pay principal on an obligation held by the Fund (such as a mortgage-backed security) later than expected. This may happen when there is a rise in interest rates. Under these circumstances, the value of the obligation will decrease, and the Fund will also suffer from the inability to reinvest in higher yielding securities.
Systemic
Credit risk may also arise through a default by one of several large institutions that are dependent on one another to meet their liquidity or operational needs, so that a default by one institution causes a series of defaults by the other institutions. This is sometimes referred to as a “systemic risk” and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which the Fund interacts on a daily basis.
Collateralized Loan Obligations
The Fund may invest in CLOs and other similarly structured investments. A CLO is an asset-backed security whose underlying collateral is a pool of loans, which may include, among others, domestic and foreign floating rate and fixed rate senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. In the case of most CLOs, the structured finance securities are issued in multiple tranches, offering investors various maturity and credit risk characteristics, often categorized as senior, mezzanine and subordinated/equity according to their degree of risk. If there are defaults or the relevant collateral otherwise underperforms, scheduled payments to senior tranches of such securities take precedence over those of mezzanine tranches, and scheduled payments to mezzanine tranches have a priority in right of payment to subordinated/equity tranches. The riskiest portion is the “equity” tranche which bears the bulk of defaults from the collateral and serves to protect the other, more senior tranches from default in all but the most severe circumstances. Because it is partially protected from defaults, a senior tranche from a CLO trust typically has higher ratings and lower yields than its underlying collateral and may be rated investment grade. Despite the protection from the equity and mezzanine tranches, more senior tranches of CLOs can experience losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance of more subordinate tranches, market anticipation of defaults, as well as aversion to CLO securities as a class.
In light of the above, CLOs may present risks similar to those of other types of debt obligations and, in fact, such risks may be of greater significance in the case of CLOs depending upon the Fund’s ranking in the capital structure. In certain cases, losses may equal the total amount of the Fund’s principal investment. Investments in structured vehicles involve risks, including credit risk and market risk. Changes in interest rates and credit quality may cause significant price fluctuations.
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In addition to the general risks associated with investing in debt securities and asset-backed securities (e.g., interest rate risk, credit risk and default risk), CLO securities carry additional risks, including: (1) the possibility that distributions from collateral assets will not be adequate to make interest or other payments; (2) the quality of the collateral may decline in value or default; (3) the Fund may invest in tranches of a CLO that are subordinate to other classes; and (4) the complex structure of a particular security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results. Additionally, changes in the collateral held by a CLO may cause payments on the instruments held by the Fund to be reduced, either temporarily or permanently. CLOs also may be subject to prepayment risk. Further, the performance of a CLO may be adversely affected by a variety of factors, including the security’s priority in the capital structure of the issuer thereof, the availability of any credit enhancement, the level and timing of payments and recoveries on and the characteristics of the underlying receivables, loans or other assets that are being securitized, remoteness of those assets from the originator or transferor, the adequacy of and ability to realize upon any related collateral and the capability of the servicer of the securitized assets. There are also the risks that the trustee of a CLO does not properly carry out its duties to the CLO, potentially resulting in loss to the CLO. In addition, the complex structure of the security may produce unexpected investment results, especially during times of market stress or volatility.
Warehouse Investment Risk
The Fund may invest in warehouses, which are financing structures created prior to and in anticipation of CLO or CDO closings and issuing securities and are intended to aggregate direct loans, corporate loans and/or other debt obligations that may be used to form the basis of CLO or CDO vehicles. To finance the acquisition of a warehouse’s assets, a financing facility (a “Warehouse Facility”) is often opened by (i) the entity or affiliates of the entity that will become the collateral manager of the CLO or CDO upon its closing and/or (ii) third-party investors that may or may not invest in the CLO or CDO. The period from the date that a warehouse is opened and asset accumulation begins to the date that the CLO or CDO closes is commonly referred to as the “warehousing period.” In practice, investments in warehouses (“Warehouse Investments”) are structured in a variety of legal forms, including subscriptions for equity interests or subordinated debt investments in SPVs that obtain a Warehouse Facility secured by the assets acquired in anticipation of a CLO or CDO closing.
A Warehouse Investment generally bears the risk that (i) the warehoused assets (typically senior secured corporate loans) will drop in value during the warehousing period, (ii) certain of the warehoused assets default or for another reason are not permitted to be included in a CLO or CDO and a loss is incurred upon their disposition, and (iii) the anticipated CLO or CDO is delayed past the maturity date of the related Warehouse Facility or does not close at all, and, in either case, losses are incurred upon disposition of all of the warehoused assets. In the case of (iii), a particular CLO or CDO may not close for many reasons, including as a result of a market-wide material adverse change, a manager-related material adverse change or the discretion of the manager or the underwriter.
There can be no assurance that a CLO or CDO related to Warehouse Investments will be consummated. In the event a planned CLO or CDO is not consummated, investors in a warehouse (which may include the Fund) may be responsible for either holding or disposing of the warehoused assets. Because leverage is typically used in warehouses, the potential risk of loss may be increased for the owners of Warehouse Investments. This could expose the Fund to losses, including in some cases a complete loss of all capital invested in a Warehouse Investment.
The Fund may be an investor in Warehouse Investments and in CLOs or CDOs that acquire warehoused assets, including from warehouses in which any of the Fund, other clients of a Sub-Advisor or a Sub-Advisor has directly or indirectly invested. This involves certain conflicts and risks.
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The Warehouse Investments represent leveraged investments in the underlying assets of a warehouse. Therefore, the value of a Warehouse Investment is often affected by, among other things, (i) changes in the market value of the underlying assets of the warehouse; (ii) distributions, defaults, recoveries, capital gains, capital losses and prepayments on the underlying assets of the warehouse; and (iii) the prices, interest rates and availability of eligible assets for reinvestment. Due to the leveraged nature of a Warehouse Investment, a significant portion (and in some circumstances all) of the Warehouse Investments made by the Fund may not be repaid.
Fixed Income Securities
The Fund may invest in fixed income securities. The Fund will invest in these securities when their yield and potential for capital appreciation are considered sufficiently attractive, and also may invest in these securities for defensive purposes and to maintain liquidity. Fixed income securities include, among other securities: bonds, notes and debentures issued by U.S. and non-U.S. corporations; U.S. government securities or debt securities issued or guaranteed by a non-U.S. government; municipal securities; and mortgage-backed and asset backed securities. These securities may pay fixed, variable or floating rates of interest, and may include zero coupon obligations. Fixed income securities are subject to the risk of the issuer’s inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to the risk of price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness or financial condition of the issuer and general market liquidity (i.e., market risk). Certain portfolio securities, such as those with interest rates that fluctuate directly or indirectly based on multiples of a stated index, are designed to be highly sensitive to changes in interest rates and can subject the holders thereof to significant reductions of yield and possible loss of principal.
The Fund may invest in both investment grade and non-investment grade debt securities (commonly referred to as “junk bonds”). Investment grade debt securities are securities that have received a rating from at least one nationally recognized statistical rating organization (a “Rating Agency”) in one of the four highest rating categories or, if not rated by any Rating Agency, have been determined by the Investment Manager to be of comparable quality. There is no minimum credit standard as a prerequisite to an investment in any security. As a result, the Fund may invest in debt securities that are rated below investment grade and are considered speculative, including distressed bonds. The Fund may invest in fixed income securities of companies in initial public offerings (“IPOs”) or shortly after those offerings are complete.
The Fund’s investments in non-investment grade debt securities, including convertible debt securities, are considered by the Rating Agencies to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. Non-investment grade securities in the lowest rating categories may involve a substantial risk of default or may be in default. Adverse changes in economic conditions or developments regarding the individual issuer are more likely to cause price volatility and weaken the capacity of the issuers of non-investment grade securities to make principal and interest payments than is the case for higher grade securities. In addition, the market for lower grade securities may be thinner and less liquid than the market for higher grade securities.
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High Yield, Low-Rated or Unrated Securities
The Fund or a Private Equity Fund may invest in high yield fixed-income securities. Debt securities (including bonds) and preferred stock in which the Fund invests may or may not be rated by credit rating agencies. If they are rated, their ratings may range from the very highest to the very lowest. Securities rated below investment grade normally provide a yield that is significantly higher than that of investment grade securities, but are quite speculative for reasons enumerated below. The lower-rated categories include debt securities that are in default and debt securities of insolvent issuers. The rating that a credit rating agency assigns to a security does not reflect an assessment of the volatility of the security’s market value or the liquidity of an investment in the security. The values of lower-rated securities (including unrated securities of comparable quality) fluctuate more than those of higher-rated securities because investors generally believe that there are greater risks associated with them. In addition, the lower rating reflects a greater possibility that the financial condition of the issuer, or adverse changes in general economic conditions, or both, or an unanticipated rise in interest rates, may impair the ability of the issuer to make payments of principal and income. The inability (or perceived inability) of issuers to make timely payment of interest and principal would likely make the values of the securities more volatile and could limit the purchaser’s ability to sell the securities at prices approximating the values it had placed on the securities. In general, the market for lower-rated or unrated securities is smaller and less active than that for higher-rated securities, which can adversely affect the ability to sell these securities at favorable prices. In addition, the market prices of lower-rated securities are likely to be more volatile because: (i) an economic downturn or increased interest rates may have a more significant effect on the yield, price and potential for default; (ii) past legislation has limited (and future legislation may further limit) investment by certain institutions in lower-rated securities or the tax deductibility of the interest by the issuer, which may adversely affect the value of the securities; and (iii) it may be difficult to obtain information about financially or operationally troubled issuers. The Fund will not necessarily dispose of a security when its rating is reduced below its rating at the time of purchase.
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.
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.
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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. Calamos has claimed an exclusion from the definition of the term “commodity pool operator” in accordance with the U.S. Commodity Futures Trading Commission (the “CFTC”) Regulation 4.5 so that Calamos is not subject to registration or regulation as a commodity pool operator (“CPO”) under the Commodity Exchange Act (the “CEA”) with respect to the Fund. In order to maintain the exclusion for Calamos, the Fund must invest no more than a prescribed level of its liquidation value in certain futures, certain swap contracts and certain other derivatives subject to the CEA’s jurisdiction, and the Fund must not market itself as providing investment exposure to such instruments. If the Fund’s investments no longer qualify Calamos for the exclusion, Calamos may be subject to the CFTC’s CPO registration requirements with respect to the Fund, and the disclosure and operations of the Fund would need to comply with all applicable regulations governing commodity pools registered as investment companies under the 1940 Act and commodity pool operators. Compliance with the additional registration and regulatory requirements may increase operating expenses. Other potentially adverse regulatory initiatives could also develop.
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.
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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.
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.
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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.
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.
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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.
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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. To reduce the risk associated with leveraging, the Fund will segregate assets equal to the full notional value of the swap agreements, unless future SEC staff guidance permits asset segregation to a lesser extent.
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.
Total Return Swaps. In a total return swap, one party pays a rate of interest in exchange for the total rate of return on another investment. For example, if the Fund or a Private Equity Fund wished to invest in a senior loan, it could instead enter into a total return swap and receive the total return of the senior loan, less the “funding cost,” which would be a floating interest rate payment to the counterparty.
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Convertible Hedging
If the market price of the underlying common stock increases above the conversion price on a convertible security, the price of the convertible security will increase. The Fund’s increased liability on any outstanding short position would, in whole or in part, reduce this gain.
Convertible Securities
The value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors also may have an effect on the convertible security’s investment value.
Synthetic Convertible Instruments
The value of a synthetic convertible instrument will respond differently to market fluctuations than a convertible security because a synthetic convertible instrument is composed of two or more separate securities, each with its own market value. In addition, if the value of the underlying common stock or the level of the index involved in the convertible component falls below the exercise price of the warrant or option, the warrant or option may lose all value.
BDCs
The Fund may invest in private BDCs and publicly traded BDCs. A BDC is a type of closed-end investment company regulated under the 1940 Act. BDCs typically invest in and lend to small and medium-sized private and certain public companies that may not have access to public equity or debt markets for capital raising. BDCs invest in such diverse industries as healthcare, chemical and manufacturing, technology and service companies. At least 70% of a BDC’s investments must be made in private and certain public U.S. businesses, and BDCs are required to make available significant managerial assistance to their portfolio companies. Unlike corporations, BDCs are not taxed on income distributed to their shareholders, provided they comply with the applicable requirements of Subchapter M of Subtitle A, Chapter 1 (“Subchapter M”) of the Internal Revenue Code of 1986, as amended (the “Code”).
Investments in BDCs may be subject to a high degree of risk. BDCs typically invest in small and medium-sized private and certain public companies that may not have access to public equity or debt markets for capital raising. As a result, a BDC’s portfolio typically will include a substantial amount of securities purchased in private placements, and its portfolio may carry risks similar to those of a private equity or venture capital fund. Securities that are not publicly registered may be difficult to value and may be difficult to sell at a price representative of their intrinsic value. Small and medium-sized companies also may have fewer lines of business so that changes in any one line of business may have a greater impact on the value of their stock than is the case with a larger company. To the extent a BDC focuses its investments in a specific sector, the BDC will be susceptible to adverse conditions and economic or regulatory occurrences affecting the specific sector or industry group, which tends to increase volatility and result in higher risk. Investments in BDCs are subject to various risks, including management’s ability to meet the BDC’s investment objective and to manage the BDC’s portfolio when the underlying securities are redeemed or sold, during periods of market turmoil and as investors’ perceptions regarding a BDC or its underlying investments change. Private BDCs are illiquid investments, and there is no guarantee the Fund will be able to liquidate or sell its private BDC investments.
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Certain BDCs may use leverage in their portfolios through borrowings or the issuance of preferred stock. While leverage may increase the yield and total return of a BDC, it also subjects the BDC to increased risks, including magnification of any investment losses and increased volatility. In addition, a BDC’s income may fall if the interest rate on any borrowings of the BDC rises.
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.
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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). If the Fund establishes and maintains such a segregated account, a reverse repurchase agreement will not be considered a borrowing by the Fund; however, under certain circumstances in which the Fund does not establish and maintain such a segregated account, such reverse repurchase agreement will be considered a borrowing for the purpose of the Fund’s limitation on borrowings. 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. 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.
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.
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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 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. |
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 in selling its own securities or portfolio securities; |
| (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 331/3% 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 (i) 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, and (ii) this investment restriction does not apply to investments by the Fund in Private Equity Funds (or in another comparable investment pool). The Fund may invest in Private Equity Funds that may concentrate their assets in one or more industries. The Fund will not invest 25% or more of its assets in a Private Equity Fund that it knows concentrates its assets in a single industry or group of industries. The Fund determines industries by reference to the Global Industry Classification Standard as it may be amended from time to time. |
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In addition, the Fund has adopted a fundamental policy that it will make semi-annual 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 net assets (plus the amount of any borrowing for investment purposes) in Private Equity Investments and Alternative Investments is not a fundamental policy of the Fund and may be changed by the Board of Trustees without the vote of a majority of the Fund’s outstanding Shares (as defined by the 1940 Act). The Fund will provide shareholders with at least 60 days’ notice prior to changing the 80% policy.
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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 to determine compliance with any policy or limitation of the Fund that is expressed as a percentage of assets at the time of purchase of portfolio securities 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. However, the Fund shall always be in compliance with its policy on borrowing.
MANAGEMENT OF THE FUND
The Fund’s business and affairs are managed under the direction of the Board, subject to the laws of the State of Delaware and the Fund’s Agreement and Declaration of Trust. 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 (collectively, 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.
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| Name,
address(1) and age |
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 (“CILLC”), Calamos Advisors LLC (“Calamos Advisors”), Calamos Wealth Management LLC (“CWM”), and Calamos Financial Services LLC (since 2016); Chairman and Chief Executive Officer, Calamos Antetokounmpo Asset Management LLC (since 2022); prior thereto, President and Chief Executive Officer (2010-2016), Mizuho Securities USA Inc. | 2 | -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 | Indefinite Length – Since Inception | Partner, CEO, Aksia LLC | 2 | None | |||||
| Independent Trustees | ||||||||||
| Bjorn Forfang (1960) | Trustee | Indefinite Length – Since Inception | Deputy CEO, CFA Institute Managing Partner, Erigo Capital Partners | 2 | None | |||||
| Sharmila Kassam (1973) | Trustee | Indefinite Length – Since Inception | Financial Services Executive | 2 | -Director, Greenbacker Energy GREC Fund II (renewables energy fund) -Director and Treasurer, Texas Housing Conservancy -Director, Greater Austin YMCA | |||||
| John E. Neal (1950) | Trustee | Indefinite Length – Since Inception | Retired; Private investor | 69 | -Director, Equity Residential Trust (publicly-owned REIT) -Director, Creation Investments (private international microfinance company) -Director, CenTrust Bank (Northbrook, IL community bank) - 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 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. |
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Officers
The preceding table gives information about John 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 age |
Position(s) Held
with the Fund |
Term
of Office and Length of Time Served |
Principal
Occupation(s) During Past 5 Years | |||
| Dan Dufresne (1974) | President and Principal Executive Officer | Indefinite Length – Since Inception | Executive Vice President and Chief Operating Officer, CAM, CILLC, Calamos Advisors, and CWM (since April 2021); President, Calamos Antetokounmpo Asset Management LLC, doing business as CGAM (“CGAM”) (since July 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). | |||
| John P. Calamos (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; Founder and Chairman, Calamos Private Equity LLC; Global Chief Investment Officer, CGAM (since July 2022); previously, Chief Executive Officer, Calamos Financial Services LLC, ("CFS"), CAM, CILLC, Calamos Advisors, and CWM | |||
| Kevin Hitchen (1985) | Vice President | Indefinite Length – Since Inception | Managing Director, Co-Head of Private Equity (North American Buyouts Strategy Head), Aksia LLC (since January 2022); previously Senior Vice President, Private Equity (April 2020 - December 2021) | |||
| Kyson Hawkins (1985) | Vice President | Indefinite Length – Since Inception | Managing Director, Co-Head of Private Equity (Private Equity Co-Investments Strategy Head), Aksia LLC (since March 2021); previously Managing Director, Private Equity (April 2020 - February 2021) | |||
| Thomas Martin (1975) | Vice President | Indefinite Length – Since Inception | Partner, Co-Head of Private Equity, Aksia LLC (since April 2020) |
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| Thomas P. Kiley III (1968) | Vice President | Indefinite Length – Since Inception | 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 Ojala (1975) | Chief Legal Officer, Vice President and Secretary | Indefinite Length – Since Inception | 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 (2022-2023), 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 and 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 Officer, 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) | |||
| Jacqueline Sinker (1961) | Chief Compliance Officer | Indefinite Length – Since Inception | Chief Compliance Officer of Calamos Advisors, CWM, CFS since November 2015 | |||
| 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. |
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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 35 years of financial services experience including executive leadership in the global securities business and a deep background in global capital markets. Most recently, 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 38 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, he spent 20 years at Credit Suisse and was part of the Alternative Capital Division. During his time there, he 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.
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Independent Trustees
Bjorn Forfang
Bjorn 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.
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.
Sharmila Kassam
Sharmila Kassam serves as a public company board member and Audit Committee Chair of Griid Infrastructure, Inc. (Nasdaq: GRDI) and also a mutual fund independent trustee and Audit Committee Chair of Greenbacker Energy GREC Fund II, a renewables energy fund. She was formerly Vice President as Head of Nasdaq Asset Owner Solutions, a team within Nasdaq dedicated to focusing on global investors (pensions, endowments and sovereign wealth funds) and their needs. She formerly managed a $30+ billion multi-asset class public pension plan. She is a recognized thought leader on creating material value through innovation and ESG speaking frequently on topics affecting the institutional investor industry, including serving as the Executive Director of the AIF Institute, an investment industry think tank representing $50 trillion AUM. She is a licensed certified public accountant and is also licensed to practice law in Texas.
Ms. Kassam holds a JD and a BBA from the University of Texas, Austin.
John E. Neal
John E. Neal currently serves as the Lead Independent Trustee on the boards of registered investment companies in the Fund Complex and has been since 2001. 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, regardless of whether the trustee happens to be independent or a member of management. The Board has determined that its leadership structure, in which the Chairman of the Board 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.
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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, Sharmila Kassam 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. As the Fund is recently organized, the Audit Committee did not hold any meetings during the last fiscal year.
Nominating and Governance Committee. The members of the nominating and governance committee are Bjorn Forfang, Sharmila Kassam and John E. Neal, each of whom is independent for purposes of the 1940 Act. Sharmila Kassam 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. As the Fund is recently organized, the Nominating Committee did not hold any meetings during the last fiscal year.
Independent Trustees Committee. The members of the independent trustees committee are Bjorn Forfang, Sharmila Kassam 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. As the Fund is recently organized, the Independent Trustees Committee did not hold any meetings during the last fiscal year.
Trustee Beneficial Ownership of Shares
The Fund has not yet commenced operations as of the date of this SAI; therefore, none of the Trustees owns Shares of the Fund.
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Compensation of Trustees
The Independent Trustees are 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.
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 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: publicinfo@sec.gov.
The Advisor and Sub-Advisors
Calamos, an investment advisor registered with the SEC under 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 on April 30, 2025. The sub-advisory agreement (the “Sub-Advisory Agreement”) between the Advisor and Aksia was approved by the Board and became effective on April 30, 2025. Following an initial two-year term, the Investment Advisory Agreement and the 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 the 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.
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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 1.75%. 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 0.875%. 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.
The Advisor and the Fund have entered into an investment advisory fee waiver agreement (the “Management Fee Waiver”), whereby the Advisor has agreed to waive 0.50% of its Investment Management Fee on an annualized basis, such that the maximum investment management fee payable by the Fund would be 1.25%. The Management Fee Waiver became effective on June 30, 2025, and will remain in effect through June 30, 2026.
The Advisor and the Sub-Advisor have entered into a sub-advisory fee waiver agreement, whereby the Sub-Advisor has agreed to waive 0.25% of its sub-advisory fee payable by the Advisor to the Sub-Advisor on an annualized basis, such that the maximum sub-advisory fee payable by the Advisor to the Sub-Advisor would be 0.625% (the “Sub-Advisory Fee Waiver”). The Sub-Advisory Fee waiver became effective on June 30, 2025, and will remain in effect through June 30, 2026.
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, 2025: (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.
| Number of Accounts | Assets
of Accounts (in billions) | Number
of Accounts Subject to a Performance Fee | Assets
Subject to a Performance Fee (in billions) | |||||||||||||
| Thomas Martin | ||||||||||||||||
| Registered Investment Companies | 0 | $ | 0 | 0 | $ | 0 | ||||||||||
| Other Pooled Investment Vehicles | 8 | $ | 1.43 | 1 | $ | 0.05 | ||||||||||
| Other Accounts | 1 | $ | 1.70 | 0 | $ | 0 | ||||||||||
| Kevin Hitchen | ||||||||||||||||
| Registered Investment Companies | 0 | $ | 0 | 0 | $ | 0 | ||||||||||
| Other Pooled Investment Vehicles | 3 | $ | 0.44 | 0 | $ | 0 | ||||||||||
| Other Accounts | 1 | $ | 1.70 | 0 | $ | 0 | ||||||||||
| Kyson Hawkins | ||||||||||||||||
| Registered Investment Companies | 0 | $ | 0 | 0 | $ | 0 | ||||||||||
| Other Pooled Investment Vehicles | 5 | $ | 0.98 | 1 | $ | 0.05 | ||||||||||
| Other Accounts | 0 | $ | 0 | 0 | $ | 0 | ||||||||||
| David O’Donohue | ||||||||||||||||
| Registered Investment Companies | 24 | $ | 17.2 | 0 | $ | 0 | ||||||||||
| Other Pooled Investment Vehicles | 3 | $ | 0.11 | 0 | $ | 0 | ||||||||||
| Other Accounts | 0 | $ | 0 | 0 | $ | 0 | ||||||||||
| Eli Pars | ||||||||||||||||
| Registered Investment Companies | 41 | $ | 30.5 | 0 | $ | 0 | ||||||||||
| Other Pooled Investment Vehicles | 7 | $ | 1.0 | 2 | $ | .03 | ||||||||||
| Other Accounts | 4825 | $ | 4.0 | 0 | $ | - | ||||||||||
| Matthew Freund | ||||||||||||||||
| Registered Investment Companies | 20 | $ | 14.9 | 0 | $ | 0 | ||||||||||
| Other Pooled Investment Vehicles | 3 | $ | 0.8 | 0 | $ | 0 | ||||||||||
| Other Accounts | 5857 | $ | 5.0 | 0 | $ | 0 | ||||||||||
| Michael Kassab | ||||||||||||||||
| Registered Investment Companies | 1 | $ | 0.10 | 0 | $ | 0 | ||||||||||
| Other Pooled Investment Vehicles | 3 | $ | 0.10 | 0 | $ | 0 | ||||||||||
| Other Accounts | 0 | $ | 0 | 0 | $ | 0 | ||||||||||
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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.
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.
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.
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 (e.g., cross trades between the Fund and another account and allocation of aggregated trades) . The Advisor has developed policies and procedures reasonably designed to mitigate those conflicts. For example, the Advisor will only place cross-trades in securities held by the Fund in accordance with the rules promulgated under the 1940 Act and has adopted policies designed to ensure the fair allocation of securities purchased on an aggregated basis.
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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 Aksia’s 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.
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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.
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.
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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 clients of Aksia (whether because Aksia’s clients own a passive GP stake or otherwise are affiliated with an asset manager). 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. This type of situation is rare.
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.
Securities Ownership of Portfolio Managers
The following table shows the dollar range of equity securities in the Fund beneficially owned by the portfolio managers as of June 1, 2025.
| Name | Aggregate
Dollar Range of Equity Securities in the Fund(1) | |
| Thomas Martin | None | |
| Kevin Hitchen | None | |
| Kyson Hawkins | None | |
| David O’Donohue | None | |
| Eli Pars | None | |
| Matthew Freund | None | |
| Michael Kassab | None |
| (1) | Dollar ranges are as follows: None, $1-$10,000, $10,001-$50,000, $50,001-$100,000, $100,001-$500,000, $500,001-$1,000,000 or Over $1,000,000. |
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PORTFOLIO TRANSACTIONS
Since the Fund generally acquires and disposes of its investments in privately negotiated transactions, it infrequently uses brokers in the normal course of business.
Subject to policies established by the Fund’s Board, the Sub-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 Sub-Advisor does not expect to execute transactions through any particular broker or dealer but seek 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 Sub-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 Sub-Advisor may select a broker based partly upon brokerage or research services provided to the Sub-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 Sub-Advisor determines in good faith that such commission is reasonable in relation to the services provided.
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 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 satisfy three important tests each year. 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”); (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;” and (iii) the Fund meets the 90% Distribution Requirement (described below). 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.
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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.
Although the Fund is not generally subject to corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes as dividends to Shareholders, one important exception is a potential tax on a portion of the built-in gains that the Fund has at the time it converts from a partnership to a RIC. The portion of the Fund’s appreciated assets that are subject to corporate-level tax is that ratable portion of the Fund’s assets that is deemed to be held by corporate investors at the time of the conversion. The Fund is only subject to tax on these gains to the extent it disposes of built-in gain assets (or is deemed to have disposed of built-in gain assets because of a disposition of an investment by a Private Equity Fund in which the Fund invests) within five years of the conversion. It may be in the best interests of the Fund to make such a disposition despite the built-in gain tax, certain investments of the Fund may liquidate during that five-year period, and the underlying Private Equity Funds will not take the Fund’s built-in gains tax exposure into account when they dispose of built-in gain assets that they hold. Accordingly, it may be impossible for the Fund to avoid the built-in gains tax, and the amount and impact of the potential built-in gains tax cannot be predicted at this time.
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. 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.
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If the Fund fails to qualify as a RIC in 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 recognize unrealized gains, pay taxes and make distributions (any of which could be subject to interest charges) before re-qualifying for taxation as a RIC. 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. If the Fund fails to satisfy the 90% Distribution Requirement during a taxable year, it may nonetheless be able to avoid disqualification by using either “deficiency dividend” or “spillback dividend” procedures.
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.
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.
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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 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 PFICs and the Fund’s proceeds from sales or other dispositions of equity interests in PFICs during that tax year. As a result, the Fund may be required to find other sources of cash 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. 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.
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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.
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 888-444-3613; and (2) on the SEC’s website at sec.gov.
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CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As the Fund had not commenced operations as of the date of this SAI, and except as noted below, no persons owned of record or beneficially 5% or more of the outstanding Shares of the Fund as of that date.
The Advisor has provided the initial seed investment in the Fund. For so long as the Advisor has a greater than 25% interest in the Fund, it may be deemed to be a “control person” of the Fund for purposes of the 1940 Act.
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
Faegre Drinker Biddle & Reath LLP, located at One Logan Square, Suite 2000, Philadelphia, PA 19103-6996 serves as the Fund’s legal counsel.
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 (publicinfo@sec.gov).
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FINANCIAL STATEMENTS
Appendix B to this SAI provides financial information regarding the Fund and the Calamos Aksia Private Equity LP (the “Predecessor Fund”). The Fund's and the Predecessor Fund's financial statements have been audited by Cohen & Company, Ltd.
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Appendix A
Proxy Voting Policies and Procedures for Calamos Aksia Private Equity and Alternatives Fund
Proxy Voting Policies and Procedures Calamos Aksia Alternative Credit and Income Fund Calamos Aksia Private Equity and Alternatives Fund
Amended: February 20, 2025
| 1. | 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 and Calamos Aksia Private Equity and Alternatives Fund2 (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.
| 2. | 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.
1 See Appendix A for a complete list of covered entities.
2 Expected to launch as a ’40 Act fund in 2Q2025
| A-1 |
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.
| 3. | 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.
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.
| A-2 |
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. |
| 4. | 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.
| A-3 |
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.
| 5. | 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 |
4 e.g., a broker, dealer, investment adviser, or bank.
| A-4 |
| ● | The issuer is a Calamos proprietary product, e.g. a Calamos closed-end fund. |
| ● | 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. |
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.
| A-5 |
| 6. | 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. |
| 7. | 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.
| A-6 |
Appendix B
| B-1 |
Calamos Aksia Private Equity and Alternative Fund
STATEMENT OF ASSETS AND LIABILITIES
As of May 29, 2025
| ASSETS | ||||
| Cash | $ | 100,000 | ||
| Due from Advisor | 460,407 | |||
| Deferred offering costs | 410,468 | |||
| Total Assets | 970,875 | |||
| LIABILITIES | ||||
| Organizational costs | 460,407 | |||
| Offering costs | 410,468 | |||
| Total Liabilities | 870,875 | |||
| Net Assets applicable to 10,000 shares outstanding of Class I | $ | 100,000 | ||
| Net Asset Value, offering, and redemption price per shares outstanding of Class I | $ | 10.00 |
See accompanying notes which are an integral part of these financial statements
STATEMENT OF OPERATIONS
For the Period From November 22, 2024 (Organization Date) through May 29, 2025
| Investment Income | $ | - | ||
| Expenses | ||||
| Organizational costs | 460,407 | |||
| Total expenses | 460,407 | |||
| Less: Reimbursement from Advisor | (460,407 | ) | ||
| Net expenses | - | |||
| NET INVESTMENT INCOME (LOSS) | - | |||
| NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | $ | - |
See accompanying notes which are an integral part of these financial statements
| B-2 |
Calamos Aksia Private
Equity and Alternatives Fund
NOTES TO THE FINANCIAL STATEMENTS
May 29, 2025
1. Organization
Calamos Aksia Private Equity and Alternatives Fund (the “Fund”), was organized as a Delaware statutory trust on November 22, 2024 and is registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as a closed-end, non-diversified management investment company that will be operated as an interval fund. The Fund has been inactive since the date it was organized except for matters relating to the Fund's establishment, designation, registration of the Fund's shares of beneficial interest (“Shares”) and the sale of 10,000 Shares of Class I (“Initial Shares”) for $100,000 to Calamos Advisors LLC (the “Advisor”) on May 29, 2025. The proceeds of such Initial Shares in the Fund are held in non-interest bearing cash. The Declaration of Trust authorizes the Fund’s issuance of an unlimited number of Shares of beneficial interest, par value $.001 per. The Fund’s investment objectives are to seek attractive risk-adjusted returns and high current income.
The Fund intends to offer four separate classes of Shares designated as Class A (“Class A Shares”), Class C (“Class C Shares”), Class I (“Class I Shares”), and Class M (“Class M Shares”). Each class is subject to different fees and expenses. Only Class I Shares have been issued as of the date of this financial statement. The Fund may offer additional classes of Shares in the future.
2. Accounting Policies
Basis of Preparation and Use of Estimates - The Fund is an investment company and follows the accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. The accompanying financial statements has been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of the financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from these estimates.
Indemnifications - In the normal course of business, the Fund has entered into contracts that contain a variety of representations which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund expects the risk of loss to be remote.
Share Valuation - The net asset value (“NAV”) of the Fund’s Shares is determined daily, as of the close of regular trading on the NASDAQ (normally, 4:00 p.m., Eastern time). Each Share is offered at the NAV next calculated after receipt of the purchase in good order. The price of the Shares increases or decreases on a daily basis according to the NAV of the Shares. The NAV of the Fund will equal, unless otherwise noted, the value of the total assets of the Fund, less all of its liabilities, including accrued fees and expenses.
Federal Income Taxes - The Fund intends to elect to be taxed as a regulated investment company (“RIC”) for U.S. federal income tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”). The Fund expects to operate in such a manner to qualify for taxation as a RIC. To qualify for and maintain its treatment as a RIC for U.S. federal income tax purposes, the Fund is required to meet certain specified source-of-income and asset diversification requirements, and is required to distribute dividends for U.S. federal income tax purposes of an amount at least equal to 90% of the sum of its net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses each tax year to Shareholders, as applicable.
| B-3 |
3. Investment Advisory Agreement
The Fund has entered into an Investment Advisory Agreement with the Advisor, pursuant to which the Advisor will provide general investment advisory services for the Fund. For providing these services, the Advisor will receive a management fee from the Fund, payable monthly in arrears and accrued daily based upon the Fund's average daily net assets at an annual rate of 1.75%. The Advisor has agreed to waive their management fee to 1.25% for the period June 30, 2025, through June 30, 2026
The Advisor, the Sub-Advisor and the Fund have entered into the Expense Limitation Agreement under which the Advisor and Sub-Advisor agree on a monthly basis to reimburse the Fund’s operating expenses 50/50 to the extent that the Fund’s monthly “Specified Expenses” (as defined below) in respect of each class of the Fund (each, a “Class”) exceed 0.35% of the average daily net asset value of such Class (the “Expense Limitation”). This Agreement shall continue in effect for a period of three years from April 30, 2025. Thereafter, this Agreement may be annually renewed with the written agreement of the Advisor, the Sub-Advisor and the Fund. The Board of Trustees of the Fund may terminate this Agreement at any time upon notice to the Advisor and Sub-Advisor, and this Agreement shall automatically terminate upon the termination of the Investment Advisory Agreement between the Advisor and the Fund or the termination of the Sub-Advisory Agreement among the Fund, the Advisor and the Sub-Advisor. For purposes of this Agreement, the Fund’s “Specified Expenses” in respect of a Class mean all other expenses incurred in the business of the Fund and allocated to the Class, including the Fund’s annual operating expenses, with the exception of: (i) the Management Fee ( as defined in the Fund’s prospectus), (ii) the Shareholder Servicing Fee (as defined in the Fund’s prospectus), (iii) the Distribution Fee (as defined in the Fund’s prospectus), (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). 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.
Organizational and Offering Expenses – The Advisor and the Sub-Advisor have agreed to advance the Fund’s organizational costs and offering costs already incurred and any additional costs incurred prior to the commencement of operation by the Fund. Organizational costs include, among other things, the cost of organizing as a Delaware statutory trust, including the cost of legal services and other fees pertaining to the Fund’s organization. Organizational costs are expensed as incurred by the Fund and are subject to recoupment by the Advisor and the Sub-Advisor in accordance with the Expense Limitation discussed above. The Fund’s initial offering costs, which are also subject to the Expense Limitation discussed above, include, among other things, legal, printing and other expenses pertaining to this Offering. Any offering costs paid by the Advisor or Sub-Advisor on behalf of the Fund will be recorded as a Payable for offering costs in the Statement of Assets and Liabilities and accounted for as a deferred charge until commencement of operations. Thereafter these initial offering costs will be amortized over 12 months on a straight-line basis.
4. Sub-Advisory Agreement
The Advisor and the Fund have entered into a Sub-Advisory Agreement with Aksia LLC (the “Sub-Advisor”), pursuant to which the Sub-Advisor will provide general investment sub-advisory services for the Fund. For providing these services, the Sub-Advisor will receive a fee from the Advisor, payable monthly in arrears and accrued daily based upon the Fund's average daily net assets at an annual rate of 0.875%. The Sub-Advisor has agreed to waive their sub-advisory fee to 0.625% for the period June 30, 2025, through June 30, 2026
| B-4 |
5. Other Agreements
State Street Bank and Trust Company (“SSB”) (the “Administrator”) serves as administrator, accounting agent and transfer agent to the Fund. Pursuant to the agreement with the Administrator, for the services rendered to the Fund by the Administrator, the Fund pays the Administrator the greater of an annual minimum fee or an asset based fee, which scales downward based upon net assets for fund administration, fund accounting and transfer agency services.
The Fund has entered into a Custody Agreement with SSB (the “Custodian”). Under the terms of this agreement, the Custodian will serve as custodian of the Fund’s assets.
The Fund has entered into a distribution agreement with Calamos Financial Services, LLC to act as the distributor for the sale of Shares. Calamos Financial Services, LLC is an affiliate of the Advisor.
6. Limited Liquidity
The Fund is a closed-end interval fund and, to provide liquidity and the ability to receive NAV on a disposition of at least a portion of Shares, makes semiannual offers to repurchase Shares. No Shareholder will have the right to require the Fund to repurchase its Shares, except as permitted by the Fund's interval structure. No public market for the Shares exists, and none is expected to develop in the future. Consequently, Shareholders will not be able to liquidate their investment other than as a result of repurchases of their Shares by the Fund, and then only on a limited basis.
The Fund has adopted, pursuant to Rule 23c-3 under the Investment Company Act, a fundamental policy, which cannot be changed without Shareholder approval, requiring the Fund to offer to repurchase at least 5% of its Shares at NAV on a regular schedule. The schedule adopted by the Fund currently requires the Fund to make repurchase offers every six months.
7. Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This change is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, allowing financial statement users to better understand the components of a segment’s profit or loss and assess potential future cash flows for each reportable segment and the entity as a whole. The amendments expand a public entity’s segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker, clarifying when an entity may report one or more additional measures to assess segment performance, requiring enhanced interim disclosures and providing new disclosure requirements for entities with a single reportable segment, among other new disclosure requirements.
The Fund has adopted ASU 2023-07 as of May 29, 2025, with no material impact on the Funds’ financial statements. As defined under ASU No. 2023-07 the chief operating decision maker (“CODM”) consists of the members of Committees and Senior Executive Teams of the Advisors. The Fund operates as a single reportable segment, which reflects how the CODM monitors and manages the operating results of the Fund. The financial information used by the CODM to assess the segment’s performance and to allocate resources, including total return, expense ratios, changes in net assets from operations and portfolio composition, is consistent with that presented within the Funds’ financial statements and financial highlights.
8. Subsequent Events
In preparing these financial statements, management has evaluated subsequent events through the date of issuance of the financial statements included herein. There were no other events or transactions that occurred during this period that materially impacted the amounts or disclosures in the Fund’s financial statements.
The Fund expects to commence operations on June 30, 2025. The Board of Trustees has approved that, simultaneous with the commencement of the Fund’s operations, Calamos Aksia Private Equity LP will reorganize with and transfer substantially all of its assets into the Fund in exchange for Class I shares of the Fund. The Private Fund and the Fund maintain materially the same accounting policies, and utilize the same valuation policies and methodologies, except because the Fund generally intends to calculate its net asset value on each business day and the Private Fund calculates its net asset value less frequently, the time at which an investment’s valuation is recorded may differ.
| B-5 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trustees of
Calamos Aksia Private Equity and Alternatives Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Calamos Aksia Private Equity and Alternatives Fund (the “Fund”) as of May 29, 2025, and the related statement of operations for the period November 22, 2024 (organization date) to May 29, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of May 29, 2025 and the results of its operations for the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of cash held as of May 29, 2025, by correspondence with the custodian. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
We have served as the Fund’s auditor since 2025.
COHEN & COMPANY, LTD.
Philadelphia, Pennsylvania
June 6, 2025
| B-6 |
CALAMOS AKSIA PRIVATE EQUITY LP
(a Delaware Limited Partnership)
Consolidated Financial Statements and Independent Auditor's Report
for the period from September 20, 2024 (commencement of operations) to
December 31, 2024
CALAMOS AKSIA PRIVATE EQUITY LP
(a Delaware Limited Partnership)
| TABLE OF CONTENTS | |
| Page | |
| Independent Auditor's Report | 1 - 2 |
| Consolidated Financial Statements for the period from September 20, 2024 (commencement of operations) to December 31, 2024: | |
| Consolidated Schedule of Investments | 3 |
| Consolidated Statement of Assets and Liabilities | 4 |
| Consolidated Statement of Operations | 5 |
| Consolidated Statement of Changes in Partners' Capital | 6 |
| Consolidated Statement of Cash Flows | 7 |
| Notes to Consolidated Financial Statements | 8-16 |
Independent Auditor’s Report
To the Partners of
Calamos Aksia Private Equity LP
Opinion
We have audited the accompanying consolidated financial statements of Calamos Aksia Private Equity LP (the “Fund”), which comprise the consolidated statement of assets and liabilities, including the consolidated schedule of investments, as of December 31, 2024, and the related consolidated statements of operations, changes in partners’ capital and cash flows for the period from September 20, 2024 (commencement of operations) to December 31, 2024, and the related notes to the consolidated financial statements (collectively referred to as the “financial statements”).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Calamos Aksia Private Equity LP as of December 31, 2024, and the results of its operations, changes in its partners’ capital and its cash flows for the period from September 20, 2024 (commencement of operations) to December 31, 2024, in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Fund and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Fund Reorganization
As discussed in Note 1 to the financial statements, the Fund was formed by the General Partner with the expectation that the Fund will convert to an unlisted, closed-end interval fund that is registered under the Investment Company Act of 1940 (the “1940 Act”). The Fund’s Limited Partners have authorized the General Partner to reorganize the Fund by contributing the Fund’s assets to the newly formed interval fund in exchange for shares of the interval fund that will be distributed to the former Limited Partners as shareholders of the interval fund (a “Conversion”). On and after the date of the Conversion, the former Limited Partners will be subject to the terms of the interval fund’s governing documents, supervision by the interval fund’s board of directors, and other rules and provisions of the 1940 Act. Our opinion is not modified with respect to this matter.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Fund’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
| In performing an audit in accordance with generally accepted auditing standards, we: | ||
| ● | Exercise professional judgment and maintain professional skepticism throughout the audit. | |
| ● | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. | |
| ● | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control. Accordingly, no such opinion is expressed. | |
| ● | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. | |
| ● | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Fund’s ability to continue as a going concern for a reasonable period of time. | |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.
| /s/ Cohen & Company, Ltd |
Chicago, Illinois
June 4, 2025
CALAMOS AKSIA PRIVATE EQUITY LP
(a Delaware Limited Partnership)
CONSOLIDATED SCHEDULE OF INVESTMENTS
| DECEMBER 31, 2024 | ||||||||||||||||
| Initial | Percentage | |||||||||||||||
| Acquisition | of Partners' | |||||||||||||||
| Description of Investment | Date | Cost | Fair Value | Capital | ||||||||||||
| Investments in Private Equity Funds: | ||||||||||||||||
| Co-investment | ||||||||||||||||
| Europe | ||||||||||||||||
| PSC Tiger LP (a)(b)(c) | 11/15/2024 | $ | 3,306,020 | $ | 3,594,794 | 4.27 | % | |||||||||
| North America | ||||||||||||||||
| CD&R Raven Co-Investor, L.P. (a)(b)(c) | 11/15/2024 | 1,761,698 | 1,754,355 | 2.08 | ||||||||||||
| Reroof Partners SPV LLC (b)(c)(e) | 11/22/2024 | 4,022,960 | 6,637,555 | 7.88 | ||||||||||||
| Searchlight Capital IV LEAF Co-Invest Partners, L.P. (a)(b)(c) | 11/22/2024 | 5,000,000 | 4,989,401 | 5.92 | ||||||||||||
| Primary Investment | ||||||||||||||||
| Europe | ||||||||||||||||
| PSC V (B), SCSp (a)(b)(c) | 12/18/2024 | 2,723 | 178,308 | 0.21 | ||||||||||||
| North America | ||||||||||||||||
| Broadwing Capital Fund I LP (a)(b)(c) | 12/12/2024 | 3,889,930 | 4,650,916 | 5.52 | ||||||||||||
| OceanSound Partners Fund II (A), LP (a)(b)(c) | 10/21/2024 | 2,724,561 | 3,542,931 | 4.20 | ||||||||||||
| Secondary Investment | ||||||||||||||||
| Europe | ||||||||||||||||
| Overbay Capital Partners 2023 Fund Aggregator (AIV V) LP (a)(b)(c)(d) | 9/27/2024 | 6,468,281 | 7,976,462 | 9.47 | ||||||||||||
| Global | ||||||||||||||||
| Crown Secondaries Special Opportunities II B S.C.S. (a)(b)(c)(g) | 9/30/2024 | 923,102 | 1,085,718 | 1.29 | ||||||||||||
| Crown Secondaries Special Opportunities II S.C.S. (a)(b)(c)(f ) | 9/30/2024 | 2,341,796 | 2,712,222 | 3.22 | ||||||||||||
| North America | ||||||||||||||||
| Blue Wolf Capital Fund IV, L.P. (a)(b)(c)(d) | 12/31/2024 | 2,244,013 | 3,397,832 | 4.03 | ||||||||||||
| Brentwood Associates Private Equity VI, L.P. (a)(b)(c)(d) | 12/31/2024 | 1,906,717 | 2,891,272 | 3.43 | ||||||||||||
| Leeds Equity Partners VI, L.P. (a)(b)(c)(d) | 12/31/2024 | 2,142,484 | 2,336,465 | 2.77 | ||||||||||||
| Leeds Equity Partners VII-A, L.P. (a)(b)(c)(d) | 12/31/2024 | 2,878,874 | 3,081,965 | 3.66 | ||||||||||||
| Overbay Capital Partners 2023-B Fund US LP (a)(b)(c)(d) | 9/25/2024 | 2,271,731 | 2,741,029 | 3.25 | ||||||||||||
| Sima Holdings (Offshore) LP Common Equity (Class B) (a)(b)(c) | 11/6/2024 | 2,396,419 | 2,174,484 | 2.58 | ||||||||||||
| Sima Holdings (Offshore) LP Preferred Equity (Class A) (a)(b)(c) | 11/6/2024 | 5,553,125 | 5,991,304 | 7.11 | ||||||||||||
| The Resolute Fund IV, L.P. (a)(b)(c)(d) | 12/31/2024 | 4,568,459 | 5,180,050 | 6.15 | ||||||||||||
| The Resolute III Continuation Fund, L.P. (a)(b)(c) | 9/27/2024 | 5,383,633 | 6,140,235 | 7.29 | ||||||||||||
| Total investments in Private Equity Funds | $ | 59,786,526 | $ | 71,057,298 | 84.33 | % | ||||||||||
| (a) | Private equity fund does not issue shares or units. |
| (b) | Investment valued using net asset value per share (or its equivalent) as a practical expedient. See Note 3 for respective investment categories, unfunded commitments and redemptive restrictions. |
| (c) | Investment restricted for resale. The total value of these investments is $71,057,298, which represents 84.33% of net assets. |
| (d) | All or a portion of this investment is held by a wholly-owned subsidiary. See Note 2. |
| (e) | Fund held 40,000 units of this investment as of December 31, 2024. |
| (f) | Fund held 12,152 units of this investment as of December 31, 2024. |
| (g) | Fund held 8,800 units of this investment as of December 31, 2024. |
See the accompanying notes to the consolidated financial statements
3
CALAMOS AKSIA PRIVATE EQUITY LP
(a Delaware Limited Partnership)
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
| DECEMBER 31, 2024 | ||||
| ASSETS: | ||||
| Investments in private equity funds, at fair value (cost: $59,786,526) | $ | 71,057,298 | ||
| Cash and cash equivalents | 15,473,991 | |||
| Distributions receivable from private equity funds | 99,997 | |||
| TOTAL ASSETS | 86,631,286 | |||
| LIABILITIES AND PARTNERS' CAPITAL | ||||
| LIABILITIES: | ||||
| Capital calls payable to private equity funds | 1,906,717 | |||
| Organization cost payable to General Partner | 234,800 | |||
| Legal fees payable | 83,079 | |||
| Accrued administration fees | 25,392 | |||
| Accrued expenses | 116,749 | |||
| TOTAL LIABILITIES | 2,366,737 | |||
| TOTAL PARTNERS' CAPITAL | 84,264,549 | |||
| TOTAL LIABILITIES AND PARTNERS' CAPITAL | $ | 86,631,286 | ||
See the accompanying notes to the consolidated financial statements
4
CALAMOS AKSIA PRIVATE EQUITY LP
(a Delaware Limited Partnership)
CONSOLIDATED STATEMENT OF OPERATIONS
| FOR THE PERIOD FROM SEPTEMBER 20, 2024 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 2024 | ||||
| INVESTMENT INCOME: | ||||
| Interest income | $ | 237,147 | ||
| TOTAL INVESTMENT INCOME | 237,147 | |||
| EXPENSES: | ||||
| Equalization interest paid to private equity funds (See Note 2) | 429,856 | |||
| Organization costs | 234,800 | |||
| Legal fees | 85,079 | |||
| Audit fees | 50,000 | |||
| Professional fees | 40,000 | |||
| Administration fees | 25,392 | |||
| Custody fees | 10,750 | |||
| Other expenses | 13,999 | |||
| TOTAL EXPENSES | 889,876 | |||
| NET INVESTMENT LOSS | (652,729 | ) | ||
| NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS | ||||
| Realized gain on investments | 46,506 | |||
| Net change in unrealized gain on investments | 11,270,772 | |||
| NET GAIN ON INVESTMENTS | 11,317,278 | |||
| NET INCREASE IN PARTNERS' CAPITAL RESULTING FROM OPERATIONS | $ | 10,664,549 | ||
See the accompanying notes to the consolidated financial statements
5
CALAMOS AKSIA PRIVATE EQUITY LP
(a Delaware Limited Partnership)
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS’ CAPITAL
| FOR THE PERIOD FROM SEPTEMBER 20, 2024 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 2024 | |||||||||
| General | Limited | |||||||||||
| Partner | Partners | Total | ||||||||||
| PARTNERS' CAPITAL AS OF SEPTEMBER 20, 2024 | $ | - | $ | - | $ | - | ||||||
| (COMMENCEMENT OF OPERATIONS) | ||||||||||||
| Capital contributions | 728,713 | 72,871,287 | 73,600,000 | |||||||||
| Capital distributions | - | - | - | |||||||||
| Net increase in partners' capital resulting from operations | 105,589 | 10,558,960 | 10,664,549 | |||||||||
| PARTNERS' CAPITAL AS OF DECEMBER 31, 2024 | $ | 834,302 | $ | 83,430,247 | $ | 84,264,549 | ||||||
See the accompanying notes to the consolidated financial statements
6
CALAMOS AKSIA PRIVATE EQUITY LP
(a Delaware Limited Partnership)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM SEPTEMBER 20, 2024 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 2024
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
| Net increase in partners' capital resulting from operations | $ | 10,664,549 | ||
| Adjustments to reconcile net increase in partners' capital resulting from operations to net cash used in operating activities: | ||||
| Realized gain on investments | (46,506 | ) | ||
| Net change in unrealized gain on investments | (11,270,772 | ) | ||
| Purchases of investments | (60,736,225 | ) | ||
| Proceeds from distributions from investments, net of change in distributions receivable from private equity funds | 896,208 | |||
| Changes in operating assets and liabilities: | ||||
| Increase in organization cost payable | 234,800 | |||
| Increase in legal fees payable | 83,079 | |||
| Increase in accrued expenses | 116,749 | |||
| Increase in capital calls payable to private equity funds | 1,906,717 | |||
| Increase in accrued administration fees | 25,392 | |||
| Net cash used in operating activities | (58,126,009 | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
| Capital contributions | 73,600,000 | |||
| Net cash provided by financing activities | 73,600,000 | |||
| NET INCREASE IN CASH | 15,473,991 | |||
| CASH AS OF SEPTEMBER 20, 2024 (COMMENCEMENT OF OPERATIONS) | - | |||
| CASH AS OF DECEMBER 31, 2024 | $ | 15,473,991 | ||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
| Cash received during the year for interest | $ | 237,147 | ||
See the accompanying notes to the consolidated financial statements
7
CALAMOS AKSIA PRIVATE EQUITY LP
(a Delaware Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Organization
Calamos Aksia Private Equity LP (the “Fund”) was organized on April 3, 2024 as a Delaware limited partnership and commenced operations on September 20, 2024. The General Partner of the Fund is Calamos Advisors LLC (the “General Partner”), a Delaware limited liability company. The General Partner also acts as the investment adviser to the Fund. The General Partner has also retained Aksia LLC (the “Sub-Advisor”) to provide the Fund with investment sub-advisory services in connection with the Fund’s investments. Subject to limitation in the Fund’s limited partnership agreement (“Agreement”), the business and purposes of the Fund are primarily to achieve long- term capital appreciation by (a) making primary investments (“Primary Investments”) in various strategies offered by third-party investment managers (the “Underlying Managers”) and managers affiliated with the General Partner, the Sub-Advisor and/or their respective Affiliates (the “Affiliated Funds” and, together with the Underlying Managers, the “Alternative Funds”); (b) making Liquid Investments; (c) investing in Alternative Funds acquired on the secondary market (together, “Secondary Investments”); (d) making direct investments in equity, debt and other financial instruments and obligations that are consistent with the strategies pursued by underlying Alternative Funds or that provide access to private markets (together, “Direct Investments”); (e) making Direct Investments that include programmatic investment relationships with third-party investment managers outside of their commingled private funds (“Opportunistic Investments”); (f) making co-investments in the equity or debt of companies whose securities are not traded on any securities exchange, typically alongside private equity funds and other co-investment vehicles, including Affiliated Funds; (g) engaging in all other activities desirable, necessary, related or incidental to, or in connection with, any of the foregoing; and (g) engaging in any other lawful acts or activities consistent with the foregoing for which limited partnerships may be formed under the Delaware Act. The General Partner (not the Fund) is responsible for paying any fees payable to the Sub-Advisor or any other sub-advisor engaged by the General Partner to provide advisory services to the Fund.
The Fund was formed by the General Partner with the expectation that the Fund will convert to an unlisted, closed-end interval fund that is registered under the Investment Company Act. The Limited Partners have authorized the General Partner to reorganize the Fund into a closed- end, registered investment company that operates as an “interval fund,” by contributing the Fund’s assets to the newly formed interval fund in exchange for shares of the interval fund that will be distributed to the former Limited Partners as shareholders of the interval fund (a “Conversion”). On and after the date of the Conversion, the former Limited Partners will be subject to the terms of the interval fund’s governing documents, supervision by the interval fund’s board of directors, and other rules and provisions of the Investment Company Act. The General Partner will bear the legal costs of a Conversion and will undertake to obtain advice of qualified legal counsel that the Conversion will not result in any income tax obligation to the Limited Partners.
| (2) | Summary of Significant Accounting Policies |
| (a) | Basis of Presentation |
The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as detailed in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”). The Fund is an investment company and follows the accounting and reporting guidance in FASB ASC 946, Financial Services - Investment Companies.
| (b) | Consolidation of Subsidiaries |
The Fund has two wholly-owned subsidiaries that are used to invest in specific private equity funds that could potentially create unique tax situations once the Fund has undergone Conversion to a closed-end interval fund. These subsidiaries are Calamos Aksia Private Equity Sub 1 LLC and Calamos Aksia Private Equity Sub 2 Splitter LLC. The respective investments held by a subsidiary are footnoted on the consolidated schedule of investments. The investments of each subsidiary have been included in the Fund's balances and all inter-company accounts and transactions have been eliminated in the Fund's consolidated financial statements.
8
CALAMOS AKSIA PRIVATE EQUITY LP
(a Delaware Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| (2) | Summary of Significant Accounting Policies (continued) |
| (b) | Consolidation of Subsidiaries (continued) |
The following is a summary of the Fund’s subsidiaries as of December 31, 2024:
| Date of | Net Assets of | Percentage of | |||||||||
| Subsidiary | Formation | Subsidiary | Partners' Capital | ||||||||
| Calamos Aksia Private Equity Sub 1 LLC | 6/12/2024 | $ | 10,717,491 | 12.72% | |||||||
| Calamos Aksia Private Equity Sub 2 Splitter LLC | 11/19/2024 | $ | 16,887,584 | 20.04% | |||||||
| (c) | Cash and Cash Equivalents |
Cash represents cash deposits held at a financial institution. Cash is held at a major financial institution and is subject to credit risk to the extent its balance exceeds applicable FDIC limitations. Cash is swept into an overnight interest-bearing demand deposit account. At December 31, 2024, the Fund held $14,973,991 in excess of the limit of $250,000.
| (d) | Organizational and Offering Costs |
Organizational costs consist of the costs of forming the Fund, drafting of bylaws, administration, custody and transfer agency agreements, legal services and the Fund’s initial seed audit costs upon its conversion. Offering costs consist of the costs of preparation, review and filing with the SEC the Fund’s registration statement, the costs of preparation, review and filing of any associated marketing or similar materials, the costs associated with the printing, mailing or other distribution of the fund documents and/or marketing materials, and the amount of associated with the offering. Organizational costs are expensed as incurred and borne by the Fund. There were $234,800 of organizational costs during the period as reflected on the consolidated statements of operations. Offering costs are accounted for as a deferred charge until Fund shares are offered to the public upon conversion and will thereafter, be amortized to expense over twelve months on a straight-line basis. There were no offering costs during the current period.
| (e) | Use of Estimates |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including the fair value of investments and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
| (f) | Investments in Private Equity Funds |
Investments in Private Equity Funds are recorded on a trade-date basis. Realized gains and losses on Private Equity Funds are recognized based on the specific-identification method. Unrealized gains and losses resulting from recording investments at fair value are included in net change in unrealized gain or loss on investments in the accompanying Consolidated Statement of Operations. The General Partner values investments in Private Equity Funds at fair value. Investments in Private Equity Funds are recorded at net asset value (“NAV”) as a practical expedient for determining fair value.
As a practical expedient, fair value ordinarily represents the Fund's proportionate share of the Private Equity Funds’ net asset values determined in accordance with each Private Equity Fund’s valuation policies and reported at the time of the Fund’s valuation by the management of each Private Equity Fund. Generally, the fair value of the Fund's investment in each Private Equity Fund represents the amount that the Fund could reasonably expect to receive from such Private Equity Fund if the Fund’s investment was redeemed at the time of the valuation, based on information reasonably available at the time the valuation is made and that the Fund believes to be reliable. The Fund records its proportionate share of each Private Equity Fund’s gain or loss in the Consolidated Statement of Operations.
9
CALAMOS AKSIA PRIVATE EQUITY LP
(a Delaware Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| (2) | Summary of Significant Accounting Policies (continued) |
| (e) | Investments in Private Equity Funds (continued) |
The gain/(loss) allocated from each Private Equity Fund is net of the Fund’s proportionate share of fees and expenses charged or incurred by such Private Equity Fund.
The Fund will record distributions of cash from any Private Equity Fund using the details provided by the corresponding Private Equity Fund. The Fund would recognize within the Consolidated Statement of Operations its share of realized gains or (losses) reported by the Private Equity Funds.
Net change in unrealized gain or loss on investments, within the Consolidated Statement of Operations includes the Fund’s share of interest and dividends, realized (but undistributed) and unrealized gains and losses on security transactions and expenses of the Private Equity Funds. Due to the nature of the Private Equity Funds, the Fund cannot liquidate any position in the Private Equity Funds and will be distributed invested capital per the terms described in each Private Equity Fund’s operating or limited partnership agreement and as determined by each Private Equity Fund’s general partner.
Subsequent closings for closed-end private equity funds afford such funds the option to launch the fund as soon as they have secured enough soft commitments and allow the general partner to increase the speed of the fund to take advantage of investments in the market. Rebalancing or equalization occurs each time capital is called after each subsequent closing has occurred and is the process of truing-up all investors as if they had joined the fund during the initial closing. period from September 20, 2024 (commencement of operations) to December 31, 2024, the Fund experienced equalization and resulted in the interest expense of $429,856, as noted in the Consolidated Statement of Operations and Consolidated Statement of Cash Flows as equalization interest paid to private equity funds.
| (g) | Expenses |
The Fund bears its own expenses, including, but not limited to: legal fees; accounting and auditing fees; custodial fees; administrator fees; organizational expenses; and other types of expenses approved by the General Partner.
| (h) | Income Taxes |
The Fund is treated as a partnership for tax purposes and is not subject to U.S. federal income taxes. Rather, the Fund’s taxable income flows through to the partners, who are responsible for paying the applicable income taxes on the income allocated to them. The Fund is subject to partnership audit rules enacted as part of the Bipartisan Budget Act of 2015 (the “Centralized Partnership Audit Regime”). Under the Centralized Partnership Audit Regime, any IRS audit of the Fund would be conducted at the Fund level, and if the IRS determines an adjustment, the default rule is that the Fund would pay an “imputed underpayment” including interest and penalties, if applicable. The Fund may instead elect to make a “push-out” election, in which case the partners for the year that is under audit would be required to take into account the adjustments on their own personal income tax returns.
In accordance with GAAP, the General Partner is required to determine whether a tax position of the Fund is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For tax positions not meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon the ultimate settlement with the taxing authority. The Fund has elected an accounting policy to classify interest and penalties, if any, as interest expense. Based on its analysis, the General Partner has determined there is no tax expense or interest expense related to uncertainties in income tax positions and there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions for the period from September 20, 2024 (commencement of operations) to December 31, 2024.
10
CALAMOS AKSIA PRIVATE EQUITY LP
(a Delaware Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| (2) | Summary of Significant Accounting Policies (continued) |
| (h) | Income Taxes (continued) |
The Fund files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Fund is subject to examination by federal, state, local and foreign jurisdictions, where applicable. As of December 31, 2024, the Fund remains subject to examination by various tax jurisdictions under their respective statutes of limitations. There are currently no examinations being conducted of the Fund by the Internal Revenue Service or any other taxing authority.
| (i) | Foreign Currency Exchange and Translation |
Investments in Private Equity Funds and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Commitments, contributions and distributions related to Private Equity Funds denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions.
The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.
| (3) | Fair Value of Investments |
The Fund uses a fair value hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
| ● | Level 1 – Quoted prices in active markets for identical securities | |
| ● | Level 2 – Other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.) | |
| ● | Level 3 – Significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
An individual investment level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
Fair value is a market- based measure, based on assumptions of prices and inputs considered from the perspective of a market participant that are current as of the measurement date, rather than an entity-specific measure. Therefore, even when observable inputs are not readily available, the Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date.
11
CALAMOS AKSIA PRIVATE EQUITY LP
(a Delaware Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(3) Fair Value of Investments (continued)
The Fund uses authoritative guidance that permits the measurement of fair value of an investment fund, which does not have a readily determinable fair value, based on the NAV of the investment fund as a practical expedient, without further adjustment, unless it is probable that the investment fund will be sold at a value significantly less than the NAV. In using NAV as a practical expedient, certain attributes of the investment fund that may impact the fair value of the investment fund are not considered in measuring fair value. Attributes of those investment funds include the investment strategies of the investees and may also include, but are not limited to, restrictions on the investor’s ability to redeem its investments at the measurement date and any unfunded commitments. The Fund’s investment in the Private Equity Funds was measured using the practical expedient to determine fair value. There were no changes to the valuation policy for the period from September 20, 2024 (commencement of operations) to December 31, 2024.
The availability of valuation techniques and observable inputs can vary from investment to investment and are affected by a wide variety of factors, including the type of investment, whether the investment is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for investments categorized in Level 3. In some cases, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In such cases, the fair value measurement is generally categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. There were no transfers into or out of Level 3 of the fair value hierarchy for the period ended. The Fund held no Level 3 investments as of December 31, 2024. Although investments in the Private Equity Funds measured using the NAV as a practical expedient are not categorized within the fair value hierarchy, they are included in the table below to permit reconciliation to the Consolidated Schedule of Investments.
The following is a summary of the Fund’s assets at fair value as of December 31, 2024:
| Investments | Level 1 | Level 2 | Level 3 | Net
Asset Value | Total | |||||||||||||||
| Investments in Investment Funds, Private Equity Funds (1) | $ | - | $ | - | $ | - | $ | 71,057,298 | $ | 71,057,298 | ||||||||||
| Total investment in Investments Funds | $ | - | $ | - | $ | - | $ | 71,057,298 | $ | 71,057,298 | ||||||||||
(1) Private Equity Funds are measured at fair value using the NAV per share (or its equivalent) as a practical expedient.
The following descriptions of investment categories should be read in conjunction with the consolidated schedule of investments.
Co-investment - An investment made in the equity of a private company generally in parallel with a primary fund.
Primary Investment - A newly established fund managed by a third-party manager which raises capital commitments from investors to invest in and acquire private companies.
Secondary Investment - Investments in assets acquired on the secondary market, including the acquisition of existing primary fund interests, the acquisition of interest in one or more companies from an existing primary fund, and newly established private equity funds managed by third-party managers which raise capital commitments from investors to invest in and acquire assets on the secondary market.
12
CALAMOS AKSIA PRIVATE EQUITY LP
(a Delaware Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(3) Fair Value of Investments (continued)
The following table represents investment categories, unfunded commitments and redemptive restrictions of investments that are measured using the NAV per share (or its equivalent) as a practical expedient.
| Private Equity Funds | Investment Category | Unfunded Commitment | Fair Value | Fund Term | ||||||||
| Blue Wolf Capital Fund IV, L.P. (1) | Secondary Investment | $ | 535,253 | $ | 3,397,832 | 10 years after Final Closing with 3 additional years possible. | ||||||
| Brentwood Associates Private Equity VI, L.P. (1) | Secondary Investment | 685,931 | 2,891,272 | 10 years after Final Closing with up to two successive one-year periods and additional one-year extensions available | ||||||||
| Broadwing Capital Fund I LP (1) | Primary Investment | 1,110,070 | 4,650,916 | 10 years after Initial Closing with 3 additional years possible. | ||||||||
| CD&R Raven Co-Investor, L.P. (1) | Co-investment | 249,842 | 1,754,355 | Perpetual life | ||||||||
| Corsair Riva Munich Co-Investment, L.P. (1)(2) | Secondary Investment | 4,797,163 | - | 5 years after Initial Investment Date with 2 additional years possible. | ||||||||
| Crown Secondaries Special Opportunities II B S.C.S. (1) | Secondary Investment | 168,329 | 1,085,718 | Until dissolution of Crown Secondaries Special Opportunities II S.C.S with 3 additional years possible. | ||||||||
| Crown Secondaries Special Opportunities II S.C.S. (1) | Secondary Investment | 386,349 | 2,712,222 | 12 years after Initial Closing with 3 additional years possible. | ||||||||
| Leeds Equity Partners VI, L.P. (1) | Secondary Investment | 215,781 | 2,336,465 | 10 years after Admission Date with 2 additional years possible. | ||||||||
| Leeds Equity Partners VII-A, L.P. (1) | Secondary Investment | 520,676 | 3,081,965 | 10 years after Final Closing with 2 additional years possible. | ||||||||
| OceanSound Partners Fund II (A), LP (1) | Primary Investment | 2,277,609 | 3,542,931 | 10 years after commencement date with 3 additional years possible | ||||||||
| Overbay Capital Partners 2023 Fund Aggregator (AIV V) LP (1) | Secondary Investment | 1,093,903 | 7,976,462 | On December 31st, 5 years after Initial Closing with 4 additional years possible. | ||||||||
| Overbay Capital Partners 2023-B Fund US LP (1) | Secondary Investment | - | 2,741,029 | On December 31st, 5 years after Initial Closing with 4 additional years possible. | ||||||||
| Overbay Capital Partners 2024 Fund Offshore LP (1)(2) | Secondary Investment | 5,000,000 | - | On December 31st, 5 years after Initial Closing with 4 additional years possible. | ||||||||
| PSC Tiger LP (1) | Co-investment | 1,605,651 | 3,594,794 | Perpetual life | ||||||||
| PSC V (B), SCSp (1) | Primary Investment | 4,702,659 | 178,308 | 10 years after Final Closing with 2 additional years possible. | ||||||||
| Reroof Partners SPV LLC (1) | Co-investment | - | 6,637,555 | Perpetual life | ||||||||
| Searchlight Capital IV LEAF Co-Invest Partners, L.P. (1) | Co-investment | - | 4,989,401 | Perpetual life | ||||||||
| Sima Holdings (Offshore) LP Common Equity (Class B) (1) | Secondary Investment | 103,581 | 2,174,484 | Perpetual life | ||||||||
| Sima Holdings (Offshore) LP Preferred Equity (Class A) (1) | Secondary Investment | 1,642,077 | 5,991,304 | Perpetual life | ||||||||
| The Resolute Fund IV, L.P. (1) | Secondary Investment | 213,467 | 5,180,050 | 10 years after Effective Date with 3 additional years possible. | ||||||||
| The Resolute III Continuation Fund, L.P. (1) | Secondary Investment | 488,148 | 6,140,235 | 5 years after Transaction Closing Date with 3 additional years possible. | ||||||||
| Total investments in Private Equity Funds | $ | 25,796,489 | $ | 71,057,298 | ||||||||
| (1) | No redemptions permitted. |
| (2) | Investment commitment to this private equity fund was 100% unfunded as of December 31, 2024. |
| (4) | Partners’ Capital |
| (a) | Capital Commitments |
On August 8, 2024 the Fund began accepting partners’ commitments. Each partner’s capital commitment represents the aggregate amount of capital that such partner has agreed to contribute to the Fund. The minimum capital commitment for each partner will be $250,000 although the General Partner, in consultation with the Sub-Advisor, may raise or lower this minimum requirement from time to time, and accept initial commitments in amounts below the established minimum, in its discretion.
As of December 31, 2024 the Fund has accepted $131,012,150 of partners’ capital commitments.
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CALAMOS AKSIA PRIVATE EQUITY LP
(a Delaware Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| (4) | Partners’ Capital (continued) |
| (b) | Contributions |
Each partner shall make capital contributions from time to time to the Fund in amounts determined by the General Partner, but not to exceed such partner’s unfunded capital commitment. The General Partner will provide each partner with written notice of each capital call at least five business days in advance of the capital call due date. The General Partner expects to make capital calls to the extent of available commitment through the date of conversion.
As of December 31, 2024 the Fund has called $73,600,000 of partners’ capital commitments as contributions.
| (b) | Profit and Loss Allocations |
Profits and losses are allocated to all partners of the Fund in accordance with the terms of the Agreement. In general, each partner’s share of the profits and losses of the Fund are allocated in proportion to their respective interests in the Fund.
| (c) | Capital Distributions |
No limited partner shall be entitled to receive distributions from the Fund, except as provided in the Agreement. The Fund does not anticipate making distributions to the partners. The General Partner may, in its sole discretion make distributions in cash or in kind at any time to all the Partners on a pro-rata basis in accordance with the partners’ percentage of the Fund’s interest.
| (5) | Related Party Transactions |
The General Partner and the Sub-Advisor will not charge any management or sub-advisory fees from the Initial Closing Date to the date that the Fund converts to an unlisted, closed end interval fund that is registered under the ICA. In the event that the Conversion is delayed or does not occur the Fund continues as a private fund, Limited Partners will be provided with advance written notice of any such fees to be assessed. No carried interest or other performance-based compensation is payable to any of the General Partner or the Sub-Advisor in connection with the net profits generated by the Fund.
As of December 31, 2024 the Fund owes the General Partner $234,800 for organization costs the General Partner paid on behalf of the Fund.
Certain limited partners are related parties of the General Partner. The aggregate value of limited partners’ committed capital owned by related parties at December 31, 2024 is approximately $23,972,150 and $4,170,000 for the General Partner and the Sub-Advisor, respectively.
Additionally, the Fund may coinvest with other entities with the same General Partner as the Fund. At December 31, 2024, the Fund held an investment with a fair value of $8,165,788 that was coinvested with affiliated funds.
| (6) | Administrative Services |
UMB Fund Services (the “Administrator”) serves as the Fund’s administrator and performs certain administrative and accounting services on behalf of the Fund. Administrative fees for the period from September 20, 2024 (commencement of operations) to December 31, 2024 were $25,392 and are reflected on the Consolidated Statement of Operations. At December 31, 2024, $25,392 of fees were owed to the administrator.
14
CALAMOS AKSIA PRIVATE EQUITY LP
(a Delaware Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(7) Financial Highlights
Nonregistered investment funds are required to disclose certain financial highlights related to investment performance and operations. These financial highlights include net investment loss and expense ratios for the period from September 20, 2024 (commencement of operations) to December 31, 2024 applicable to the Fund’s partners as follows:
| Total return | 18.98 | % | ||
| Ratio to average partners' capital: | ||||
| Operating expenses | 1.50 | % | ||
| Net investment loss | (4.36 | )% | ||
| Portfolio turnover rate | 2.36 | % |
Financial highlights are calculated for each limited partner class taken as a whole. The net investment loss and expense ratios have been annualized, with the exception of non-recuring expenses that total $317,878.
The expense and net investment loss ratios do not reflect the income and expenses incurred by the underlying investment funds.
The ratios, excluding nonrecurring expenses to the General Partner, have been annualized.
| (8) | Indemnifications |
In the normal course of business, the Fund enters into contracts that provide general indemnifications. The Fund’s maximum exposure under these agreements is dependent on future claims that may be made against the Fund, and therefore cannot be established; however, based on the General Partner’s experience, the risk of loss from such claims is considered remote.
| (9) | Market and Credit Risks |
In the normal course of business, the Fund maintains its cash balance at a financial institution, which at times may exceed federally insured limits. The Fund is subject to credit risk to the extent any financial institution with which it conducts business is unable to fulfill contractual obligations on its behalf. The General Partner monitors the financial condition of each financial institution.
The Fund’s portfolio may not generally be diversified at all times. Accordingly, the investment portfolio of the Fund may be subject to more rapid change in value than would be the case if the Fund was required to maintain a wide diversification among securities, companies, countries, or industry groups.
The Fund's investment in the Private Equity Funds is subject to the market and credit risks associated with the investments held by the Private Equity Funds.
The General Partner has established procedures to actively monitor market risk and minimize credit risk, although there can be no assurance that it will, in fact, succeed in doing so. The Partners bear the risk of loss only to the extent of the fair value of their respective investments and, in certain specific circumstances, distributions received.
15
CALAMOS AKSIA PRIVATE EQUITY LP
(a Delaware Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| (10) | Subsequent Events |
These financial statements were approved by management and available to be issued on June 4, 2025. Subsequent events have been evaluated through this date. On March 3, 2025 and April 1, 2025 the Fund issued capital calls to its partners totaling $31,000,000.
Management has determined that there were no other subsequent events requiring recognition or disclosure in the financial statements.
16