WELLS FARGO SECURITIES, LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement Among Underwriters • March 25th, 2015 • Calamos Dynamic Convertible & Income Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of June 5, 2014, is by and between Wells Fargo Securities, LLC (“Wells Fargo Securities,” “we” or “us”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accep
SUB-PLACEMENT AGENT AGREEMENT Foreside Fund Services, LLC Three Canal Plaza, Suite 100 Portland, Maine 04101Sub-Placement Agent Agreement • May 27th, 2021 • Calamos Dynamic Convertible & Income Fund • New York
WELLS FARGO SECURITIES, LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • March 25th, 2015 • Calamos Dynamic Convertible & Income Fund • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of , , is by and between Wells Fargo Securities, LLC (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).
STOCK TRANSFER AGENCY AGREEMENTStock Transfer Agency Agreement • March 25th, 2015 • Calamos Dynamic Convertible & Income Fund • New York
AMENDED AND RESTATED AGREEMENT, made as of June 15, 2007, by and between EACH ENTITY SET FORTH IN SCHEDULE II HERETO, as such Schedule may be amended from time to time to add additional funds managed by Calamos Advisors LLC (each such existing fund, and any additional fund, hereinafter referred to as the “Customer”), each a business trust organized and existing under the laws of the State of Delaware, and THE BANK OF NEW YORK, a New York trust company (hereinafter referred to as the “Bank”).
DISTRIBUTION AGREEMENTDistribution Agreement • May 27th, 2021 • Calamos Dynamic Convertible & Income Fund • New York
This DISTRIBUTION AGREEMENT (this “Agreement”) made as of [______], 2021 by and between Calamos Dynamic Convertible and Income Fund, a Delaware statutory trust (the “Fund”), and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • March 25th, 2015 • Calamos Dynamic Convertible & Income Fund • New York
Reference is made to the Underwriting Agreement dated [—], 2015 (the “Underwriting Agreement”), by and among Calamos Dynamic Convertible and Income Fund (the “Fund”), Calamos Advisors LLC (the “Investment Manager”) and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, no par value (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
Agreement and Declaration of TrustBy-Laws • January 17th, 2023 • Calamos Dynamic Convertible & Income Fund
General. These By-Laws shall be subject to the Agreement and Declaration of Trust, as from time to time amended, supplemented or restated (the “Declaration of Trust”) of Calamos Dynamic Convertible and Income Fund (the “Trust”), a Delaware statutory trust established by the Declaration of Trust.
CALAMOS DYNAMIC CONVERTIBLE AND INCOME FUND [ ] Common Shares of Beneficial Interest $25.00 per Share UNDERWRITING AGREEMENTUnderwriting Agreement • March 25th, 2015 • Calamos Dynamic Convertible & Income Fund • New York
CALAMOS DYNAMIC CONVERTIBLE AND INCOME FUND FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • January 17th, 2023 • Calamos Dynamic Convertible & Income Fund • Delaware
WHEREAS, the Trust has been formed under the Delaware Act upon the filing of the Certificate of Trust in the Office of the Secretary of State of the State of Delaware;
ADMINISTRATION AGREEMENTAdministration Agreement • May 27th, 2021 • Calamos Dynamic Convertible & Income Fund • Massachusetts
THIS ADMINISTRATION AGREEMENT (this “Agreement”) is entered into as of October 26, 2018 by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and each registered management investment company identified on Schedule A hereto (each, a “Trust” and, together with the Administrator, the “Parties”), and shall be effective on November 1, 2018 (the “Effective Date”).
Calamos Dynamic Convertible and Income Fund third AMENDED AND RESTATED Agreement and Declaration of TrustAgreement and Declaration of Trust • May 27th, 2021 • Calamos Dynamic Convertible & Income Fund • Delaware
WHEREAS, the Trust has been formed under the Delaware Act upon the filing of the Certificate of Trust in the Office of the Secretary of State of the State of Delaware;
CALAMOS DYNAMIC CONVERTIBLE AND INCOME FUND THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • January 12th, 2021 • Calamos Dynamic Convertible & Income Fund • Delaware
WHEREAS, the Trust has been formed under the Delaware Act upon the filing of the Certificate of Trust in the Office of the Secretary of State of the State of Delaware;
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • March 25th, 2015 • Calamos Dynamic Convertible & Income Fund • Delaware
AGREEMENT made as of the 25th day of September, 2014 (the “Agreement”), between CALAMOS ADVISORS LLC, a limited liability company organized under the laws of Delaware and having its principal office and place of business in Naperville, Illinois (the “Manager”), and CALAMOS DYNAMIC CONVERTIBLE AND INCOME FUND, a Delaware business trust having its principal office and place of business in Naperville, Illinois (the “Trust”).
FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • January 13th, 2022 • Calamos Dynamic Convertible & Income Fund • Delaware
WHEREAS, the Trust has been formed under the Delaware Act upon the filing of the Certificate of Trust in the Office of the Secretary of State of the State of Delaware;
CALAMOS DYNAMIC CONVERTIBLE AND INCOME FUND BY-LAWS (as amended and restated September 22, 2015) ARTICLE 1 Agreement and Declaration of Trust 1.1 General. These By-Laws shall be subject to the Agreement and Declaration of Trust, as from time to time...By-Laws • October 14th, 2016 • Calamos Dynamic Convertible & Income Fund
MASTER CUSTODIAN AGREEMENTMaster Custodian Agreement • March 25th, 2015 • Calamos Dynamic Convertible & Income Fund • Massachusetts
This Agreement is made as of September 11, 2009 by and among each management investment company identified on Appendix A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 19.5 below, shall hereinafter be referred to as a “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • March 25th, 2015 • Calamos Dynamic Convertible & Income Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of [—], between Barclays Capital Inc. (“Barclays”) and Calamos Advisors LLC (the “Investment Manager”).
MASTER SERVICES AGREEMENTMaster Services Agreement • March 25th, 2015 • Calamos Dynamic Convertible & Income Fund • Massachusetts
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • March 25th, 2015 • Calamos Dynamic Convertible & Income Fund • New York
Reference is made to the Underwriting Agreement dated [—], 2015 (the “Underwriting Agreement”), by and among [—] (the “Fund”), Calamos Advisors LLC (the “Adviser”) and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, no par value per share (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • March 25th, 2015 • Calamos Dynamic Convertible & Income Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of [ ], 2015, by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), and Calamos Advisors LLC (the “Adviser”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • March 25th, 2015 • Calamos Dynamic Convertible & Income Fund • New York
Reference is made to the Underwriting Agreement dated [—], 2015 (the “Underwriting Agreement”), by and among Calamos Dynamic Convertible and Income Fund (the “Fund”), Calamos Advisors LLC (the “Adviser”) and each of the Underwriters named in Schedule A thereto, severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, no par value (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
Calamos Dynamic Convertible and Income Fund FOURTH AMENDED AND RESTATED Agreement and Declaration of TrustAgreement and Declaration of Trust • August 26th, 2021 • Calamos Dynamic Convertible & Income Fund • Delaware
WHEREAS, the Trust has been formed under the Delaware Act upon the filing of the Certificate of Trust in the Office of the Secretary of State of the State of Delaware;
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • March 25th, 2015 • Calamos Dynamic Convertible & Income Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of [—], 2015, between Oppenheimer & Co. Inc. (“Oppenheimer”) and Calamos Advisors LLC (the “Investment Adviser”).
Third Amendment to Transfer Agency and Service AgreementTransfer Agency and Service Agreement • May 27th, 2021 • Calamos Dynamic Convertible & Income Fund • New York
THIS THIRD AMENDMENT (“Amendment”), effective as of September 6, 2017 (“Effective Date”), is to the Amended and Restated Stock Transfer Agency Agreement (the “Agreement”) made as of June 15, 2007, as amended, between each entity set forth in Schedule II attached to the Agreement (each, a “Customer”) and Computershare Inc., successor-in-interest to The Bank of New York (“Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
Fourth Amendment to the Amended and Restated Stock Transfer Agency AgreementStock Transfer Agency Agreement • May 27th, 2021 • Calamos Dynamic Convertible & Income Fund
THIS FOURTH AMENDMENT (“Amendment”), effective as of October 18, 2017 (“Effective Date”), is to the Amended and Restated Stock Transfer Agency Agreement (the “Agreement”), made as of June 15, 2007, as amended, between each entity set forth in Schedule II attached to the Agreement, (each, a “Customer”) and Computershare Inc., successor-in-interest to The Bank of New York (“Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
Amendment to the Amended and Restated Financial Accounting Services AgreementFinancial Accounting Services Agreement • March 25th, 2015 • Calamos Dynamic Convertible & Income Fund
This is an amendment (the “Amendment”) to the Amended and Restated Financial Accounting Services Agreement, dated December 13, 2004 (the “Agreement”) entered into among Calamos Advisors LLC and the parties listed in Schedule I thereto.
Amended and Restated Financial Accounting Services AgreementFinancial Accounting Services Agreement • March 25th, 2015 • Calamos Dynamic Convertible & Income Fund • Illinois
THIS AGREEMENT is made as of December 13, 2004 among the parties listed in Schedule I, as it may be amended from time to time (singularly “Party” and collectively “Parties”) and Calamos Advisors LLC, a Delaware limited liability company (“Calamos”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • March 25th, 2015 • Calamos Dynamic Convertible & Income Fund • New York
Reference is made to the Underwriting Agreement dated November [24], 2014 (the “Underwriting Agreement”), by and among Calamos Dynamic Convertible and Income Fund (the “Fund”), Calamos Advisors LLC (the “Adviser”), Stifel, Nicolaus & Company, Incorporated (“Stifel”) and the several other Underwriters named therein, severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, no par value (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
SALES INCENTIVE FEE AGREEMENTSales Incentive Fee Agreement • March 25th, 2015 • Calamos Dynamic Convertible & Income Fund • New York
Reference is made to the Underwriting Agreement dated [—], 2015 (the “Underwriting Agreement”), by and among [—] (the “Fund”), [—] (the “Adviser”) and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, no par value per share (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
CALAMOS DYNAMIC CONVERTIBLE AND INCOME FUND SUBSCRIPTION AGREEMENTSubscription Agreement • March 25th, 2015 • Calamos Dynamic Convertible & Income Fund
This Agreement made September 25, 2014 by and between Calamos Dynamic Convertible and Income Fund, a Delaware statutory trust (the “Fund”), and Calamos Advisors LLC, a Delaware limited liability company (the “Subscriber”);
Second Amendment to the Amended and Restated Stock Transfer Agency AgreementStock Transfer Agency Agreement • March 25th, 2015 • Calamos Dynamic Convertible & Income Fund
THIS SECOND AMENDMENT (“Amendment”), effective as of March 20, 2015 (“Effective Date”), is to the Amended and Restated Stock Transfer Agency Agreement (the “Agreement”), made as of June 15, 2007, and amended as of July 1, 2012, between each entity set forth in Schedule II attached to the Agreement (each, a “Customer”) and Computershare Inc., successor-in-interest to The Bank of New York (“Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
