As filed with the U.S. Securities and
Exchange Commission on September 21, 2026
Securities Act File No. 333-296387
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. [_]
Post-Effective Amendment No. 1
Calamos ETF Trust
(Exact Name of Registrant as Specified in Charter)
2020 Calamos Court
Naperville, Illinois 60563
(Address of Principal Executive Offices) (Zip
Code)
Registrant’s Telephone Number, including
Area Code: (866) 363-9219
Erik D. Ojala
2020 Calamos Court
Naperville, Illinois 60563
(Name and Address of Agent for Service)
With Copies to:
|
Paulita A. Pike
Ropes & Gray LLP
191 North Wacker Drive, 32nd Floor
Chicago, Illinois 60606 |
Rita Rubin
Ropes & Gray LLP
191 North Wacker Drive, 32nd Floor
Chicago, Illinois 60606 |
Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date
of this Registration Statement.
This Post-Effective Amendment No. 1 to the
Registrant’s Registration Statement on Form N-14 shall become effective immediately upon filing pursuant to Rule 462(d) under
the Securities Act of 1933, as amended.
Title of Securities Being Registered: Shares of
Calamos Timpani Active SMID Growth ETF, a series of the Registrant.
No filing fee is due because an indefinite number
of shares has previously been registered in reliance on Section 24(f) under the Investment Company Act of 1940, as amended.
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following papers and documents:
Cover Sheet
Notice of Special Meeting*
Part A – Combined Proxy Statement/Prospectus*
Part B – Statement of Additional Information*
Part C – Other Information
Signature Page
Exhibits
*Incorporated by reference from Registrant’s Registration Statement
on Form N-14 as filed with the Securities and Exchange Commission on June 1, 2026, and subsequently filed in definitive form
pursuant to Rule 497 on July 2, 2026 (the “Registration Statement on Form N-14”).
Explanatory Note
This post-effective amendment is being filed solely
for the purpose of including in the Registration Statement on Form N-14, the Agreement and Plan of Reorganization a form of which
was filed as Exhibit A to the Prospectus/Proxy Statement in the Registration Statement filed in definitive form pursuant to Rule 497
on July 2, 2026 (Exhibit 4) and the opinion of Ropes & Gray LLP as to tax matters (Exhibit 12) for the reorganization
of the Calamos Timpani SMID Growth Fund into the Calamos Timpani Active SMID Growth ETF.
PART C.
OTHER INFORMATION
| ITEM 15. |
INDEMNIFICATION. |
Article IX of the Second Amended and Restated Trust Instrument
of the Registrant (the “Trust Instrument”) (Exhibit (1) to this registration statement, which is incorporated herein
by reference) provides that, subject to certain exceptions and limitations, every person who is, or has been, a trustee or an officer
or employee of the Trust or is or was serving at the request of the Trust as a trustee, director, officer, employee or agent of another
organization in which the Trust has any interest as a shareholder, creditor or otherwise (“Covered Person”) shall be indemnified
by the Trust and each series to the fullest extent permitted by law against liability and against all expenses reasonably incurred or
paid by him or her in connection with any claim, action, suit or proceeding in which he or she becomes involved as a party or otherwise
by virtue of his or her being or having been a Covered Person and against amounts paid or incurred by him or her in the settlement thereof.
To the extent required under the Investment Company Act of 1940, as amended, but only to such extent, no indemnification shall be provided
hereunder to a Covered Person: (i) who shall have been adjudicated by a court or body before which the proceeding was brought to
be liable to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his or her office; or (ii) in the event of a settlement, unless there has been a determination
that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved
in the conduct of his or her office: (A) by the court or other body approving the settlement; (B) by at least a majority of
those trustees who are neither interested persons of the Trust nor are parties to the matter based upon a review of readily available
facts (as opposed to a full trial-type inquiry); or (C) by written opinion of independent legal counsel based upon a review of readily
available facts (as opposed to a full trial-type inquiry).
The Trust Instrument also provides that if any shareholder or former
shareholder of any series is held personally liable solely by reason of his or her being or having been a shareholder and not because
of his or her acts or omissions or for some other reason, the shareholder or former shareholder (or his or her heirs, executors, administrators
or other legal representatives or, in the case of any entity, its general successor) shall be entitled out of the assets belonging to
the applicable series to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust, on
behalf of the affected series, shall, upon request by such shareholder or former shareholder, assume the defense of any claim made against
him or her for any act or obligation of the series and satisfy any judgment thereon from the assets belonging to the series. Neither
the Trust nor the applicable series shall be responsible for satisfying any obligation arising from such a claim that has been settled
by the shareholder without the prior written notice to, and consent of, the Trust. Except as otherwise specifically provided in this
Trust Instrument or in the Bylaws, the Trust shall have no obligation to indemnify or hold harmless any shareholder against any loss
or expense arising under any circumstances whether in connection with a proceeding of any kind or otherwise.
The Registrant, its trustees and officers, its investment adviser,
the other investment companies advised by the Advisor and certain persons affiliated with them are insured, within the limits and subject
to the limitations of the insurance, against certain expenses in connection with the defense of actions, suits or proceedings, and certain
liabilities that might be imposed as a result of such actions, suits or proceedings. The insurance expressly excludes coverage for any
trustee or officer whose personal dishonesty, fraudulent breach of trust, lack of good faith, or intention to deceive or defraud has
been finally adjudicated or may be established or who willfully fails to act prudently.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the “Securities Act”) may be permitted to trustees, officers, and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee,
officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such trustee,
officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such
issue.
| (1) |
Second
Amended and Restated Trust Instrument (incorporated by reference to Exhibit (a)(iii) to Post-Effective Amendment No. 10
to Registrant’s Registration Statement on Form N-1A, filed on January 23, 2023). |
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|
| (2) |
Bylaws
of the Registrant (incorporated by reference to Exhibit (b) to Post-Effective Amendment No. 10 to Registrant’s
Registration Statement on Form N-1A, filed on January 23, 2023). |
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|
| (3) |
Not applicable |
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|
| (4) |
Agreement and Plan of Reorganization (filed herewith). |
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|
| (5) |
See Articles IV, V, and
VI of Exhibit (1) above
and Article V of Exhibit (2) above. |
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|
| (6)(a) |
Investment
Advisory Agreement dated January 10, 2023 by and between Calamos ETF Trust and Calamos Antetokounmpo Asset Management LLC (incorporated
by reference to Exhibit (d)(i) to Post-Effective Amendment No. 10 to Registrant’s Registration Statement on
Form N-1A, filed on January 23, 2023). |
| |
|
| (6)(b) |
Sub-Advisory
Agreement dated January 10, 2023 by and among Calamos Antetokounmpo Asset Management LLC, Calamos Advisors LLC and Calamos ETF
Trust (incorporated by reference to Exhibit (d)(ii) to Post-Effective Amendment No. 10 to Registrant’s Registration
Statement on Form N-1A, filed on January 23, 2023). |
| |
|
| (6)(c) |
Investment
Advisory Agreement dated September 1, 2023 by and between Calamos ETF Trust and Calamos Advisors LLC (incorporated by reference
to Exhibit (d)(iii) to Post-Effective Amendment No. 16 to Registrant’s Registration Statement on Form N-1A,
filed on September 28, 2023). |
| |
|
| (6)(d) |
Amendment,
dated September 26, 2023, regarding Calamos CEF Income & Arbitrage ETF, to Investment Advisory Agreement by and between
Calamos ETF Trust and Calamos Advisors LLC (incorporated by reference to Exhibit (d)(iv) to Post-Effective Amendment No. 18
to Registrant’s Registration Statement on Form N-1A, filed on November 21, 2023). |
| |
|
| (6)(e) |
Amendment,
dated December 12, 2023, regarding Calamos Alternative Nasdaq® & Bond ETF, to Investment Advisory Agreement
by and between Calamos ETF Trust and Calamos Advisors LLC (incorporated by reference to Exhibit (d)(v) to Post-Effective
Amendment No. 22 to Registrant’s Registration Statement on Form N-1A, filed on January 10, 2024). |
| |
|
| (6)(f) |
Amendment,
dated April 18, 2024, regarding Calamos S&P 500® Structured Alt Protection ETF® - May, Calamos
S&P 500® Structured Alt Protection ETF® - August, Calamos S&P 500® Structured
Alt Protection ETF® - July (formerly, Calamos S&P 500® Structured Alt Protection ETF®
- November), Calamos S&P 500® Structured Alt Protection ETF® - September (formerly, Calamos
S&P 500® Structured Alt Protection ETF® - February), Calamos Nasdaq-100® Structured
Alt Protection ETF® - June, Calamos Nasdaq-100® Structured Alt Protection ETF® - September,
Calamos Nasdaq-100® Structured Alt Protection ETF® - December, and Calamos Nasdaq-100®
Structured Alt Protection ETF® - March, to Investment Advisory Agreement by and between Calamos ETF Trust and Calamos
Advisors LLC (incorporated by reference to Exhibit (d)(vi) to Post-Effective Amendment No. 30 to Registrant’s
Registration Statement on Form N-1A, filed on April 22, 2024). |
| (6)(g) |
Amendment,
dated May 22, 2024 regarding Calamos Russell 2000® Structured Alt Protection ETF® - July, Calamos
Russell 2000® Structured Alt Protection ETF® - October, Calamos Russell 2000® Structured
Alt Protection ETF® - January, and Calamos Russell 2000® Structured Alt Protection ETF®
- April to Investment Advisory Agreement by and between Calamos ETF Trust and Calamos Advisors LLC (incorporated by reference
to Exhibit (d)(vii) to Post-Effective Amendment No. 33 to Registrant’s Registration Statement on Form N-1A,
filed on June 13, 2024). |
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|
| (6)(h) |
Amendment,
dated August 12, 2024 regarding Calamos Laddered S&P 500® Structured Alt Protection ETF®,
Calamos S&P 500® Structured Alt Protection ETF® - January, Calamos S&P 500®
Structured Alt Protection ETF® - February, Calamos S&P 500® Structured Alt Protection ETF®
- March, Calamos S&P 500® Structured Alt Protection ETF® - April, Calamos S&P 500®
Structured Alt Protection ETF® - June, Calamos S&P 500® Structured Alt Protection ETF®
- October, Calamos S&P 500® Structured Alt Protection ETF® - November, and Calamos S&P 500®
Structured Alt Protection ETF® - December to Investment Advisory Agreement by and between Calamos ETF Trust and
Calamos Advisors LLC (incorporated by reference to Exhibit (d)(viii) to Post-Effective Amendment No. 39 to Registrant’s
Registration Statement on Form N-1A, filed on August 23, 2024). |
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|
| (6)(i) |
Amendment,
dated January 10, 2025 regarding Calamos Bitcoin Structured Alt Protection ETF® - January, Calamos Bitcoin Structured
Alt Protection ETF® - April, Calamos Bitcoin Structured Alt Protection ETF® - July and Calamos
Bitcoin Structured Alt Protection ETF® - October to Investment Advisory Agreement by and between Calamos ETF
Trust and Calamos Advisors LLC (incorporated by reference to Exhibit (d)(ix) to Post-Effective Amendment No. 52 to
Registrant’s Registration Statement on Form N-1A, filed on January 17, 2025). |
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|
| (6)(j) |
Amendment,
dated January 23, 2025 regarding Calamos Bitcoin 90 Series Structured Alt Protection ETF® - January, Calamos
Bitcoin 90 Series Structured Alt Protection ETF® - April, Calamos Bitcoin 90 Series Structured Alt Protection
ETF® - July, Calamos Bitcoin 90 Series Structured Alt Protection ETF® - October, Calamos Bitcoin
80 Series Structured Alt Protection ETF® - January, Calamos Bitcoin 80 Series Structured Alt Protection
ETF® - April, Calamos Bitcoin 80 Series Structured Alt Protection ETF® - July, Calamos Bitcoin
80 Series Structured Alt Protection ETF® - October, Calamos Bitcoin Structured Alt Protection ETF®
- 6 Mo Jan/Jul and Calamos Bitcoin Structured Alt Protection ETF® - 6 Mo Apr/Oct to Investment Advisory Agreement
by and between Calamos ETF Trust and Calamos Advisors LLC (incorporated by reference to Exhibit (d)(xi) to Post-Effective
Amendment No. 53 to Registrant’s Registration Statement on Form N-1A, filed on January 31, 2025). |
| (6)(k) |
Amendment,
dated May 2, 2025, regarding name change of Calamos Alternative Nasdaq® & Bond ETF to Calamos Nasdaq®
Equity & Income ETF to Investment Advisory Agreement by and between Calamos ETF Trust and Calamos Advisors LLC (incorporated
by reference to Exhibit (d)(xi) to Post-Effective Amendment No. 57 to Registrant’s Registration Statement on
Form N-1A, filed on June 23, 2025). |
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|
| (6)(l) |
Amendment,
dated June 18, 2025, regarding Calamos Autocallable Income ETF to Investment Advisory Agreement by and between Calamos ETF Trust
and Calamos Advisors LLC (incorporated by reference to Exhibit (d)(xii) to Post-Effective Amendment No. 57 to Registrant’s
Registration Statement on Form N-1A, filed on June 23, 2025). |
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|
| (6)(m) |
Amendment,
dated August 20, 2025 regarding Calamos Laddered Bitcoin Structured Alt Protection ETF®, Calamos Laddered Bitcoin
90 Series Structured Alt Protection ETF®, and Calamos Laddered Bitcoin 80 Series Structured Alt Protection
ETF® to Investment Advisory Agreement by and between Calamos ETF Trust and Calamos Advisors LLC (incorporated by reference
to Exhibit (d)(xiii) to Post-Effective Amendment No. 63 to Registrant’s Registration Statement on Form N-1A,
filed on September 26, 2025). |
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|
| (6)(n) |
Amendment,
dated October 9, 2025, regarding Calamos Nasdaq® Autocallable Income ETF to Investment Advisory Agreement by
and between Calamos ETF Trust and Calamos Advisors LLC (incorporated by reference to Exhibit (d)(xiv) to Post-Effective
Amendment No. 71 to Registrant’s Registration Statement on Form N-1A, filed on November 5, 2025). |
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|
| (6)(o) |
Amendment,
dated April 8, 2026, regarding Calamos Autocallable Growth ETF and Calamos Tax-Aware Collateral ETF to Investment Advisory Agreement
by and between Calamos ETF Trust and Calamos Advisors LLC (incorporated by reference to Exhibit (d)(xv) to Post-Effective
Amendment No. 82 to Registrant’s Registration Statement on Form N-1A, filed on April 10, 2026). |
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|
| (6)(p) |
Amendment,
dated April 8, 2026, regarding Calamos Active Hedged Equity ETF and Calamos Timpani Active SMID Growth ETF to Investment Advisory
Agreement by and between Calamos ETF Trust and Calamos Advisors LLC ( incorporated by reference to Exhibit (6)(p) to Registrant’s
Registration Statement on Form N-14, filed on June 1, 2026). |
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|
| (6)(q) |
Investment
Advisory Agreement dated June 18, 2025 between Calamos Advisors LLC and Calamos Bitcoin Structured Alt Protection ETF®
- January Sub 1, Calamos Bitcoin Structured Alt Protection ETF® - April Sub 1, Calamos Bitcoin Structured
Alt Protection ETF® - July Sub 1, Calamos Bitcoin Structured Alt Protection ETF® - October Sub
1, Calamos Bitcoin Structured Alt Protection ETF® - 6 Mo Jan/Jul Sub 1, Calamos Bitcoin Structured Alt Protection
ETF® - 6 Mo Apr/Oct Sub 1, Calamos Bitcoin 90 Series Structured Alt Protection ETF® - January Sub
1, Calamos Bitcoin 90 Series Structured Alt Protection ETF® - April Sub 1, Calamos Bitcoin 90 Series Structured
Alt Protection ETF® - July Sub 1, Calamos Bitcoin 90 Series Structured Alt Protection ETF®
- October Sub 1, Calamos Bitcoin 80 Series Structured Alt Protection ETF® - January Sub 1, Calamos
Bitcoin 80 Series Structured Alt Protection ETF® - April Sub 1, Calamos Bitcoin 80 Series Structured
Alt Protection ETF® - July Sub 1, and Calamos Bitcoin 80 Series Structured Alt Protection ETF®
- October Sub 1 (incorporated by reference to Exhibit (d)(xiii) to Post-Effective Amendment No. 57 to Registrant’s
Registration Statement on Form N-1A, filed on June 23, 2025). |
| (6)(r) |
Amendment,
dated September 11, 2025 regarding fund name changes to Investment Advisory Agreement by and between Calamos Advisors LLC and
Calamos Bitcoin Structured Alt Protection ETF® - January Sub 1, Calamos Bitcoin Structured Alt Protection ETF
- April® - Sub 1, Calamos Bitcoin Structured Alt Protection ETF® - July Sub 1, Calamos Bitcoin
Structured Alt Protection ETF® - October Sub 1, Calamos Bitcoin 90 Series Structured Alt Protection ETF®
- January Sub 1, Calamos Bitcoin 90 Series Structured Alt Protection ETF® - April Sub 1, Calamos Bitcoin
90 Series Structured Alt Protection ETF® - July Sub 1, Calamos Bitcoin 90 Series Structured Alt Protection
ETF® - October Sub 1, Calamos Bitcoin 80 Series Structured Alt Protection ETF® - January Sub
1, Calamos Bitcoin 80 Series Structured Alt Protection ETF® - April Sub 1, Calamos Bitcoin 80 Series Structured
Alt Protection ETF® - July Sub 1, and Calamos Bitcoin 80 Series Structured Alt Protection ETF®
- October Sub 1 (incorporated by reference to Exhibit (d)(xv) to Post-Effective Amendment No. 63 to Registrant’s
Registration Statement on Form N-1A, filed on September 26, 2025). |
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|
| (6)(s) |
Investment
Advisory Agreement dated June 18, 2025 between Calamos Advisors LLC and Calamos Autocallable Income ETF - Sub 1 (incorporated
by reference to Exhibit (d)(xiv) to Post-Effective Amendment No. 57 to Registrant’s Registration Statement on
Form N-1A, filed on June 23, 2025). |
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|
| (6)(t) |
Investment
Advisory Agreement dated October 9, 2025 between Calamos Advisors LLC and Calamos Nasdaq® Autocallable Income
ETF - Sub 1 (incorporated by reference to Exhibit (d)(xviii) to Post-Effective Amendment No. 71 to Registrant’s
Registration Statement on Form N-1A, filed on November 5, 2025). |
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|
| (6)(u) |
Investment
Advisory Agreement dated April 8, 2026, between Calamos Advisors LLC and Calamos Autocallable Growth ETF - Sub 1 (incorporated
by reference to Exhibit (d)(xx) to Post-Effective Amendment No. 82 to Registrant's Registration Statement on Form N-1A,
filed on April 10, 2026). |
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|
| (7)(a) |
ETF
Distribution Agreement dated December 19, 2023 between Calamos ETF Trust and Calamos Financial Services LLC (incorporated by
reference to Exhibit (e)(iv) to Post-Effective Amendment No. 22 to Registrant’s Registration Statement on Form N-1A,
filed on January 10, 2024). |
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|
| (7)(b) |
First
Amendment to ETF Distribution Agreement dated April 18, 2024 (incorporated by reference to Exhibit (e)(ii) to Post-Effective
Amendment No. 30 to Registrant’s Registration Statement on Form N-1A, filed on April 22, 2024). |
| (7)(c) |
Second
Amendment to ETF Distribution Agreement dated May 22, 2024 (incorporated by reference to Exhibit (e)(iii) to Post-Effective
Amendment No. 33 to Registrant’s Registration Statement on Form N-1A, filed on June 13, 2024). |
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|
| (7)(d) |
Third
Amendment to ETF Distribution Agreement dated August 12, 2024 (incorporated by reference to Exhibit (e)(iv) to Post-Effective
Amendment No. 39 to Registrant’s Registration Statement on Form N-1A, filed on August 23, 2024). |
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|
| (7)(e) |
Fourth
Amendment to ETF Distribution Agreement dated January 10, 2025 (incorporated by reference to Exhibit (e)(v) to Post
Effective Amendment No. 52 to Registrant’s Registration Statement on Form N-1A, filed on January 17, 2025). |
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|
| (7)(f) |
Fifth
Amendment to ETF Distribution Agreement dated January 23, 2025 (incorporated by reference to Exhibit (e)(vi) to Post
Effective Amendment No. 53 to Registrant’s Registration Statement on Form N-1A, filed on January 31, 2025). |
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|
| (7)(g) |
Sixth
Amendment to ETF Distribution Agreement dated June 12, 2025 (incorporated by reference to Exhibit (e)(vii) to Post-Effective
Amendment No. 57 to Registrant’s Registration Statement on Form N-1A, filed on June 23, 2025). |
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|
| (7)(h) |
Seventh
Amendment to ETF Distribution Agreement dated August 20, 2025 (incorporated by reference to Exhibit (e)(viii) to Post-Effective
Amendment No. 63 to Registrant’s Registration Statement on Form N-1A, filed on September 26, 2025). |
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|
| (7)(i) |
Eighth
Amendment to ETF Distribution Agreement dated October 9, 2025 (incorporated by reference to Exhibit (e)(ix) to Post-Effective
Amendment No. 71 to Registrant’s Registration Statement on Form N-1A, filed on November 5, 2025). |
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|
| (7)(j) |
Ninth
Amendment to ETF Distribution Agreement dated April 8, 2026 (incorporated by reference to Exhibit (e)(x) to Post-Effective
Amendment No. 82 to Registrant’s Registration Statement on Form N-1A, filed on April 10, 2026). |
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|
| (7)(k) |
Tenth
Amendment to ETF Distribution Agreement dated May 28, 2026 (incorporated by reference to Exhibit (7)(k) to Registrant’s
Registration Statement on Form N-14, filed on June 1, 2026). |
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|
| (8) |
Not
applicable. |
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| (9)(a) |
Master
Custodian Agreement with State Street Bank and Trust Company, dated September 11, 2009 (incorporated by reference to Exhibit (g)(i) to
Post-Effective Amendment No. 10 to Registrant’s Registration Statement on Form N-1A, filed on January 23, 2023). |
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|
| (9)(b) |
Notification
of Additional Fund, dated December 21, 2022, pursuant to Master Custodian Agreement (incorporated by reference to Exhibit (g)(ii) to
Post-Effective Amendment No. 10 to Registrant’s Registration Statement on Form N-1A, filed on January 23, 2023). |
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|
| (9)(c) |
Notification
of Additional Funds, dated September 26, 2023, pursuant to Master Custodian Agreement (incorporated by reference to Exhibit (g)(iii) to
Post-Effective Amendment No. 17 to Registrant’s Registration Statement on Form N-1A, filed on October 6, 2023). |
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|
| (9)(d) |
Notification
of Additional Fund, dated December 12, 2023, pursuant to Master Custodian Agreement (incorporated by reference to Exhibit (g)(iv) to
Post-Effective Amendment No. 22 to Registrant’s Registration Statement on Form N-1A, filed on January 10, 2024). |
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|
| (9)(f) |
Notification
of Additional Funds, dated May 29, 2024, pursuant to Master Custodian Agreement (incorporated by reference to Exhibit (g)(vi) to
Post-Effective Amendment No. 33 to Registrant’s Registration Statement on Form N-1A, filed on June 13, 2024). |
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|
| (9)(g) |
Notification
of Additional Funds, dated July 1, 2024, pursuant to Master Custodian Agreement (incorporated by reference to Exhibit (g)(vii) to
Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A, filed on August 23, 2024). |
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|
| (9)(h) |
Notification
of Additional Funds, dated August 26, 2024, pursuant to Master Custodian Agreement (incorporated by reference to Exhibit (g)(viii) to
Post-Effective Amendment No. 40 to Registrant’s Registration Statement on Form N-1A, filed on August 30, 2024). |
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|
| (9)(i) |
Notification
of Additional Funds, dated September 30, 2024, pursuant to Master Custodian Agreement (incorporated by reference to Exhibit (g)(ix) to
Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A, filed on November 21, 2024). |
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|
| (9)(j) |
Notification
of Additional Funds, dated November 6, 2024, pursuant to Master Custodian Agreement (incorporated by reference to Exhibit (g)(x) to
Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A, filed on November 21, 2024). |
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|
| (9)(k) |
Notification
of Additional Funds, dated January 24, 2025, pursuant to Master Custodian Agreement (incorporated by reference to Exhibit (g)(xi) to
Post-Effective Amendment No. 53 to Registrant’s Registration Statement on Form N-1A, filed on January 31, 2025). |
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|
| (9)(l) |
Notification
of Additional Funds, dated June 20, 2025, pursuant to Master Custodian Agreement (incorporated by reference to Exhibit (g)(xii) to
Post-Effective Amendment No. 57 to Registrant’s Registration Statement on Form N-1A, filed on June 23, 2025). |
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|
| (9)(m) |
Notification
of Additional Funds, dated September 19, 2025, pursuant to Master Custodian Agreement (incorporated by reference to Exhibit (g)(xiii) to
Post-Effective Amendment No. 63 to Registrant’s Registration Statement on Form N-1A, filed on September 26,
2025). |
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|
| (9)(n) |
Notification
of Additional Funds, dated October 23, 2025, pursuant to Master Custodian Agreement (incorporated by reference to Exhibit (g)(xiv) to
Post-Effective Amendment No. 71 to Registrant’s Registration Statement on Form N-1A, filed on November 5, 2025). |
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|
| (10)(a) |
Rule 12b-1
Plan (incorporated by reference to Exhibit (m) to Post-Effective Amendment No. 10 to Registrant’s Registration
Statement on Form N-1A, filed on January 23, 2023). |
| (10)(b) |
Amendment
to Rule 12b-1 Plan dated September 26, 2023 (incorporated by reference to Exhibit (m)(i) to Post-Effective Amendment
No. 16 to Registrant’s Registration Statement on Form N-1A, filed on September 28, 2023). |
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|
| (10)(c) |
Amendment
to Rule 12b-1 Plan dated December 12, 2023 (incorporated by reference to Exhibit (m)(ii) to Post-Effective Amendment
No. 22 to Registrant’s Registration Statement on Form N-1A, filed on January 10, 2024). |
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|
| (10)(d) |
Amendment
to Rule 12b-1 Plan dated April 18, 2024 (incorporated by reference to Exhibit (m)(iii) to Post-Effective Amendment
No. 30 to Registrant’s Registration Statement on Form N-1A, filed on April 22, 2024). |
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|
| (10)(e) |
Amendment
to Rule 12b-1 Plan dated May 22, 2024 (incorporated by reference to Exhibit (m)(iv) to Post-Effective Amendment
No. 33 to Registrant’s Registration Statement on Form N-1A, filed on June 13, 2024). |
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|
| (10)(f) |
Amendment
to Rule 12b-1 Plan dated August 12, 2024 (incorporated by reference to Exhibit (m)(v) to Post-Effective Amendment
No. 39 to Registrant’s Registration Statement on Form N-1A, filed on August 23, 2024). |
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|
| (10)(g) |
Amendment
to Rule 12b-1 Plan dated January 10, 2025 (incorporated by reference to Exhibit (m)(vi) to Post-Effective Amendment
No. 52 to Registrant’s Registration Statement on Form N-1A, filed on January 17, 2025). |
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|
| (10)(h) |
Amendment
to Rule 12b-1 Plan dated January 23, 2025 (incorporated by reference to Exhibit (m)(vii) to Post-Effective Amendment
No. 53 to Registrant’s Registration Statement on Form N-1A, filed on January 31, 2025). |
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|
| (10)(i) |
Amendment
to Rule 12b-1 Plan dated June 18, 2025 (incorporated by reference to Exhibit (m)(viii) to Post-Effective Amendment
No. 57 to Registrant’s Registration Statement on Form N-1A, filed on June 23, 2025). |
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|
| (10)(j) |
Amendment
to Rule 12b-1 Plan dated August 20, 2025 (incorporated by reference to Exhibit (m)(ix) to Post-Effective Amendment
No. 63 to Registrant’s Registration Statement on Form N-1A, filed on September 26, 2025). |
| |
|
| (10)(k) |
Amendment
to Rule 12b-1 Plan dated October 9, 2025 (incorporated by reference to Exhibit (m)(x) to Post-Effective Amendment
No. 71 to Registrant’s Registration Statement on Form N-1A, filed on November 5, 2025). |
| |
|
| (10)(l) |
Amendment
to Rule 12b-1 Plan dated April 8, 2026 (incorporated by reference to Exhibit (m)(xi) to Post-Effective Amendment
No. 82 to Registrant’s Registration Statement on Form N-1A, filed on April 10, 2026). |
| |
|
| (10)(m) |
Amendment
to Rule 12b-1 Plan dated May 28, 2026 (incorporated by reference to Exhibit (10)(m) to Registrant’s Registration
Statement on Form N-14, filed on June 1, 2026). |
| |
|
| (11) |
Opinion
and Consent of Morris, Nichols, Arsht & Tunnell LLP regarding legality of issuance of shares and other matters (incorporated
by reference to Exhibit 11 to Registrant’s Registration Statement on Form N-14, filed on June 1, 2026). |
| |
|
| (12) |
Opinion
of Ropes & Gray LLP on tax matters (filed herewith). |
| |
|
| (13)(c) |
Notification
of Additional Funds, dated September 26, 2023, pursuant to Transfer Agency and Service Agreement (incorporated by reference
to Exhibit (h)(iii) to Post-Effective Amendment No. 17 to Registrant’s Registration Statement on Form N-1A,
filed on October 6, 2023). |
| |
|
| (13)(d) |
Notification
of Additional Fund, dated December 12, 2023, pursuant to Transfer Agency and Service Agreement (incorporated by reference to
Exhibit (h)(iv) to Post-Effective Amendment No. 22 to Registrant’s Registration Statement on Form N-1A,
filed on January 10, 2024). |
| |
|
| (13)(e) |
Notification
of Additional Funds, dated April 24, 2024, pursuant to Transfer Agency and Service Agreement (incorporated by reference to Exhibit (h)(v) to
Post-Effective Amendment No. 33 to Registrant’s Registration Statement on Form N-1A, filed on June 13, 2024). |
| |
|
| (13)(f) |
Notification
of Additional Funds, dated May 29, 2024, pursuant to Transfer Agency and Service Agreement (incorporated by reference to Exhibit (h)(vi) to
Post-Effective Amendment No. 33 to Registrant’s Registration Statement on Form N-1A, filed on June 13, 2024). |
| |
|
| (13)(g) |
Notification
of Additional Funds, dated July 1, 2024, pursuant to Transfer Agency and Service Agreement (incorporated by reference to Exhibit (h)(vii) to
Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A, filed on August 23, 2024). |
| |
|
| (13)(h) |
Notification
of Additional Funds, dated August 26, 2024, pursuant to Transfer Agency and Service Agreement (incorporated by reference to
Exhibit (h)(viii) to Post-Effective Amendment No. 40 to Registrant’s Registration Statement on Form N-1A,
filed on August 30, 2024). |
| |
|
| (13)(i) |
Notification
of Additional Funds, dated September 30, 2024, pursuant to Transfer Agency and Service Agreement (incorporated by reference
to Exhibit (h)(ix) to Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A,
filed on November 21, 2024). |
| |
|
| (13)(j) |
Notification
of Additional Funds, dated November 8, 2024, pursuant to Transfer Agency and Service Agreement (incorporated by reference to
Exhibit (h)(x) to Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A,
filed on November 21, 2024). |
| |
|
| (13)(k) |
Notification
of Additional Funds, dated January 24, 2025, pursuant to Transfer Agency and Service Agreement (incorporated by reference to
Exhibit (h)(xi) to Post-Effective Amendment No. 53 to Registrant’s Registration Statement on Form N-1A,
filed on January 31, 2025). |
| |
|
| (13)(l) |
Notification
of Additional Funds, dated June 20, 2025, pursuant to Transfer Agency and Service Agreement (incorporated by reference to Exhibit (h)(xii) to
Post-Effective Amendment No. 57 to Registrant’s Registration Statement on Form N-1A, filed on June 23, 2025). |
| |
|
| (13)(m) |
Notification
of Additional Funds, dated September 19, 2025, pursuant to Transfer Agency and Service Agreement (incorporated by reference
to Exhibit (h)(xiii) to Post-Effective Amendment No. 63 to Registrant’s Registration Statement on Form N-1A,
filed on September 26, 2025). |
| (13)(n) |
Notification
of Additional Funds, dated October 23, 2025, pursuant to Transfer Agency and Service Agreement (incorporated by reference to
Exhibit (h)(xiv) to Post-Effective Amendment No. 71 to Registrant’s Registration Statement on Form N-1A,
filed on November 5, 2025). |
| |
|
| (13)(o) |
Administration
Agreement, effective November 1, 2018, with State Street Bank (incorporated by reference to Exhibit (h)(iii) to Post-Effective
Amendment No. 10 to Registrant’s Registration Statement on Form N-1A, filed on January 23, 2023). |
| |
|
| (13)(p) |
Notification
of Additional Fund, dated December 21, 2022, pursuant to Administration Agreement (incorporated by reference to Exhibit (h)(iv) to
Post-Effective Amendment No. 10 to Registrant’s Registration Statement on Form N-1A, filed on January 23, 2023). |
| |
|
| (13)(q) |
Notification
of Additional Funds, dated October 3, 2023, pursuant to Administration Agreement (incorporated by reference to Exhibit (h)(vi) to
Post-Effective Amendment No. 17 to Registrant’s Registration Statement on Form N-1A, filed on October 6, 2023). |
| |
|
| (13)(r) |
Amendment
to Administration Agreement, dated January 4, 2024 (incorporated by reference to Exhibit (h)(viii) to Post-Effective
Amendment No. 25 to Registrant’s Registration Statement on Form N-1A, filed on February 8, 2024). |
| |
|
| (13)(s) |
Notification
of Additional Funds, dated April 24, 2024, pursuant to Administration Agreement (incorporated by reference to Exhibit (h)(xii) to
Post-Effective Amendment No. 33 to Registrant’s Registration Statement on Form N-1A, filed on June 13, 2024). |
| |
|
| (13)(t) |
Notification
of Additional Funds, dated May 29, 2024, pursuant to Administration Agreement (incorporated by reference to Exhibit (h)(xiii) to
Post-Effective Amendment No. 33 to Registrant’s Registration Statement on Form N-1A, filed on June 13, 2024). |
| |
|
| (13)(u) |
Notification
of Additional Funds, dated July 1, 2024, pursuant to Administration Agreement (incorporated by reference to Exhibit (h)(xv) to
Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A, filed on August 23, 2024). |
| |
|
| (13)(v) |
Notification
of Additional Funds, dated August 26, 2024, pursuant to Administration Agreement (incorporated by reference to Exhibit (h)(xvi) to
Post-Effective Amendment No. 40 to Registrant’s Registration Statement on Form N-1A, filed on August 30, 2024). |
| |
|
| (13)(w) |
Notification
of Additional Funds, dated September 30, 2024, pursuant to Administration Agreement (incorporated by reference to Exhibit (h)(xix) to
Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A, filed on November 21, 2024). |
| |
|
| (13)(x) |
Notification
of Additional Funds, dated November 8, 2024, pursuant to Administration Agreement (incorporated by reference to Exhibit (h)(xx) to
Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A, filed on November 21, 2024). |
| |
|
| (13)(y) |
Notification
of Additional Funds, dated January 24, 2025, pursuant to Administration Agreement (incorporated by reference to Exhibit (h)(xxii) to
Post-Effective Amendment No. 53 to Registrant’s Registration Statement on Form N-1A, filed on January 31, 2025). |
| (13)(z) |
Notification
of Additional Funds, dated June 20, 2025, pursuant to Administration Agreement (incorporated by reference to Exhibit (h)(xxiv) to
Post-Effective Amendment No. 57 to Registrant’s Registration Statement on Form N-1A, filed on June 23, 2025). |
| |
|
| (13)(aa) |
Notification
of Additional Funds, dated September 19, 2025, pursuant to Administration Agreement (incorporated by reference to Exhibit (h)(xxvi) to
Post-Effective Amendment No. 63 to Registrant’s Registration Statement on Form N-1A, filed on September 26,
2025). |
| |
|
| (13)(bb) |
Notification
of Additional Funds, dated October 23, 2025, pursuant to Administration Agreement (incorporated by reference to Exhibit (h)(xxviii) to
Post-Effective Amendment No. 71 to Registrant’s Registration Statement on Form N-1A, filed on November 5, 2025). |
| |
|
| (13)(cc) |
Master
Services Agreement, dated March 15, 2004, with State Street Bank and Trust Company (incorporated by reference to Exhibit (h)(v) to
Post-Effective Amendment No. 10 to Registrant’s Registration Statement on Form N-1A, filed on January 23, 2023). |
| |
|
| (13)(dd) |
Notification
of Additional Funds, dated December 21, 2022, pursuant to the Master Services Agreement (incorporated by reference to Exhibit (h)(vi) to
Post-Effective Amendment No. 10 to Registrant’s Registration Statement on Form N-1A, filed on January 23, 2023). |
| |
|
| (13)(ee) |
Notification
of Additional Funds, dated September 26, 2023, pursuant to the Master Services Agreement (incorporated by reference to Exhibit (h)(ix) to
Post-Effective Amendment No. 17 to Registrant’s Registration Statement on Form N-1A, filed on October 6, 2023). |
| |
|
| (13)(ff) |
Notification
of Additional Fund, dated December 12, 2023, pursuant to the Master Services Agreement (incorporated by reference to Exhibit (h)(xii) to
Post-Effective Amendment No. 22 to Registrant’s Registration Statement on Form N-1A, filed on January 10, 2024). |
| |
|
| (13)(gg) |
Notification
of Additional Funds, dated April 24, 2024, pursuant to Master Services Agreement (incorporated by reference to Exhibit (h)(xix) to
Post-Effective Amendment No. 33 to Registrant’s Registration Statement on Form N-1A, filed on June 13, 2024). |
| |
|
| (13)(hh) |
Notification
of Additional Funds, dated May 29, 2024, pursuant to Master Services Agreement (incorporated by reference to Exhibit (h)(xx) to
Post-Effective Amendment No. 33 to Registrant’s Registration Statement on Form N-1A, filed on June 13, 2024). |
| |
|
| (13)(ii) |
Notification
of Additional Funds, dated July 1, 2024, pursuant to Master Services Agreement (incorporated by reference to Exhibit (h)(xxiii) to
Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A, filed on August 23, 2024). |
| |
|
| (13)(jj) |
Notification
of Additional Funds, dated August 26, 2024, pursuant to Master Services Agreement (incorporated by reference to Exhibit (h)(xxiv) to
Post-Effective Amendment No. 40 to Registrant’s Registration Statement on Form N-1A, filed on August 30, 2024). |
| |
|
| (13)(kk) |
Notification
of Additional Funds, dated September 30, 2024, pursuant to Master Services Agreement (incorporated by reference to Exhibit (h)(xxix) to
Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A, filed on November 21, 2024). |
| |
|
| (13)(ll) |
Notification
of Additional Funds, dated November 8, 2024, pursuant to Master Services Agreement (incorporated by reference to Exhibit (h)(xxx) to
Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A, filed on November 21, 2024). |
| (13)(mm) |
Notification
of Additional Funds, dated January 24, 2025, pursuant to Master Services Agreement (incorporated by reference to Exhibit (h)(xxxiii) to
Post-Effective Amendment No. 53 to Registrant’s Registration Statement on Form N-1A, filed on January 31, 2025). |
| |
|
| (13)(nn) |
Notification
of Additional Funds, dated June 20, 2025, pursuant to Master Services Agreement (incorporated by reference to Exhibit (h)(xxxvi) to
Post-Effective Amendment No. 57 to Registrant’s Registration Statement on Form N-1A, filed on June 23, 2025). |
| |
|
| (13)(oo) |
Notification
of Additional Funds, dated September 19, 2025, pursuant to Master Services Agreement (incorporated by reference to Exhibit (h)(xxxix) to
Post-Effective Amendment No. 63 to Registrant’s Registration Statement on Form N-1A, filed on September 26,
2025). |
| |
|
| (13)(pp) |
Notification
of Additional Funds, dated October 23, 2025, pursuant to Master Services Agreement (incorporated by reference to Exhibit (h)(xlii)
to Post-Effective Amendment No. 71 to Registrant’s Registration Statement on Form N-1A, filed on November 5,
2025). |
| |
|
| (13)(qq) |
Master
Services Agreement, effective as of October 16, 2023, with Ernst & Young LLP (incorporated by reference to Exhibit (h)(xvi) to
Post-Effective Amendment No. 29 to Registrant’s Registration Statement on Form N-1A, filed on April 12, 2024). |
| |
|
| (13)(rr) |
Form of
Authorized Participant Agreement (incorporated by reference to Exhibit (h)(vii) to Post-Effective Amendment No. 10
to Registrant’s Registration Statement on Form N-1A, filed on January 23, 2023). |
| |
|
| (13)(ss) |
Revised
Form of Authorized Participant Agreement (incorporated by reference to Exhibit (h)(xiv) to Post-Effective Amendment
No. 22 to Registrant’s Registration Statement on Form N-1A, filed on January 10, 2024). |
| |
|
| (13)(tt) |
Expense
Limitation Agreement for Calamos Autocallable Growth ETF, dated April 8, 2026 (incorporated by reference to Exhibit (h)(xlvi)
to Post-Effective Amendment No. 82 to Registrant's Registration Statement on Form N-1A, filed on April 10, 2026). |
| |
|
| (13)(uu) |
Expense
Limitation Agreement for Calamos Tax-Aware Collateral ETF dated April 8, 2026 (incorporated by reference to Exhibit (h)(xlvii)
to Post-Effective Amendment No. 83 to Registrant’s Registration Statement on Form N-1A, filed on April 10, 2026). |
| |
|
| (13)(vv) |
Expense
Limitation Agreement for Calamos Autocallable Income ETF dated April 15, 2026 (incorporated by reference to Exhibit (h)(xlviii)
to Post-Effective Amendment No. 84 to Registrant’s Registration Statement on Form N-1A, filed on April 15, 2026). |
| |
|
| (13)(ww) |
Expense
Limitation Agreement for Calamos Nasdaq® Autocallable Income ETF dated April 15, 2026 (incorporated by reference
to Exhibit (h)(xlix) to Post-Effective Amendment No. 85 to Registrant’s Registration Statement on Form N-1A,
filed on April 15, 2026). |
| |
|
| (14) |
Consent
of Independent Registered Public Accounting Firm for Calamos ETF Trust (incorporated by reference to Exhibit 14 to Registrant’s
Registration Statement on Form N-14, filed on June 1, 2026). |
| |
|
| (15) |
Not
applicable. |
| |
|
| (16) |
Powers
of Attorney (incorporated by reference to Exhibit 16 to Registrant’s Registration Statement on Form N-14, filed on
June 1, 2026). |
| |
|
(1) The undersigned registrant agrees that
prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement
by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act [17 CFR 230.145c],
the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons
who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned registrant agrees that
every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and
will not be used until the amendment is effective, and that, in determining any liability under the Securities Act, each post-effective
amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at
that time shall be deemed to be the initial bona fide offering of them.
SIGNATURES
As required by the Securities
Act of 1933 this Registration Statement has been signed on behalf of the registrant, in the City of Naperville, and the State of Illinois
on the 21st day of September, 2026.
| CALAMOS ETF TRUST |
|
| |
|
|
| By: |
/s/ John P. Calamos, Sr. |
|
| |
John P. Calamos, Sr. |
|
| |
Trustee and President |
|
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Name |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
John P. Calamos, Sr. |
|
Trustee and President (principal
executive officer) |
|
September 21, 2026 |
| John P. Calamos, Sr. |
|
|
|
|
| |
|
|
|
|
| /s/
John S. Koudounis** |
|
Trustee and Vice President |
|
September 21, 2026 |
| John S. Koudounis |
|
|
|
|
| |
|
|
|
|
| /s/ Hugh Armstrong**
|
|
Trustee |
|
September 21, 2026 |
| Hugh Armstrong |
|
|
|
|
| |
|
|
|
|
| /s/ Virginia
G. Breen* |
|
Trustee |
|
September 21, 2026 |
| Virginia G. Breen |
|
|
|
|
| |
|
|
|
|
| /s/ William
Rybak* |
|
Trustee |
|
September 21, 2026 |
| William Rybak |
|
|
|
|
| |
|
|
|
|
| /s/ Karen L.
Stuckey* |
|
Trustee |
|
September 21, 2026 |
| Karen L. Stuckey |
|
|
|
|
| |
|
|
|
|
| /s/ Christopher
M. Toub* |
|
Trustee |
|
September 21, 2026 |
| Christopher M. Toub |
|
|
|
|
| |
|
|
|
|
| /s/ Jeffrey
S. Phlegar** |
|
Trustee |
|
September 21, 2026 |
| Jeffrey S. Phlegar |
|
|
|
|
| |
|
|
|
|
| /s/ Lloyd A.
Wennlund* |
|
Trustee |
|
September 21, 2026 |
| Lloyd A. Wennlund |
|
|
|
|
| |
|
|
|
|
| /s/
Thomas E. Herman |
|
Vice President and Chief
Financial Officer |
|
September 21, 2026 |
| Thomas E. Herman |
|
(principal accounting officer) |
|
|
| * | An original power of attorney authorizing John P. Calamos, Sr.
to execute this Registration Statement, and amendments thereto, for Messrs. Rybak, Toub, Wennlund and Mses. Breen and Stuckey, each
a trustee of the Registrant on whose behalf this Registration Statement is filed, was previously executed, and previously filed as an
exhibit. |
| ** | An original power of attorney authorizing John P. Calamos, Sr.
to execute this Registration Statement, and amendments thereto, for Messrs. Koudounis, Armstrong, and Phlegar, each a trustee of
the Registrant on whose behalf this Registration Statement is filed, was previously executed, and previously filed as an exhibit. |
| By: |
/s/
John P. Calamos, Sr. |
|
| |
John P. Calamos, Sr. |
|
| |
Attorney-in-Fact |
|
| |
September 21, 2026 |
|