UBS 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 • November 20th, 2019 • Calamos Long/Short Equity & Dynamic Income Trust • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of January 2, 2019, is by and between UBS Securities LLC (“we”) and the party named on the signature page hereto (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 accepted an AAU with respect to such Offering
UBS SECURITIES LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • November 20th, 2019 • Calamos Long/Short Equity & Dynamic Income Trust • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of January 4, 2019, is by and between UBS 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).
CALAMOS LONG/SHORT EQUITY & DYNAMIC INCOME TRUST BY-LAWS (as amended and restated through January 12, 2021)By-Laws • January 13th, 2022 • Calamos Long/Short Equity & Dynamic Income Trust
CALAMOS LONG/SHORT EQUITY & DYNAMIC INCOME TRUST FIFTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST This FIFTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made on January 12, 2021, by the Trustees hereunder;Agreement and Declaration of Trust • January 13th, 2022 • Calamos Long/Short Equity & Dynamic Income Trust • 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 the State of the State of Delaware;
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • November 20th, 2019 • Calamos Long/Short Equity & Dynamic Income Trust • New York
This agreement is between Calamos Advisors LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to Calamos Long/Short Equity & Dynamic Income Trust (the “Fund”).
Calamos Long/Short Equity & Dynamic Income Trust [•] Common Shares of Beneficial Interest No Par Value UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2019 • Calamos Long/Short Equity & Dynamic Income Trust • New York
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • November 20th, 2019 • Calamos Long/Short Equity & Dynamic Income Trust • New York
This agreement (the “Agreement”) is between Calamos Advisors LLC (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to the Calamos Long/Short Equity & Dynamic Income Trust (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the underwriting agreement (the “Underwriting Agreement”) relating to the Offering (as defined below).
ADMINISTRATION AGREEMENTAdministration Agreement • October 1st, 2019 • Calamos Long/Short Equity & Dynamic Income Trust • 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 LONG/SHORT EQUITY & DYNAMIC INCOME TRUST FIFTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • January 12th, 2021 • Calamos Long/Short Equity & Dynamic Income Trust • 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 the State of the State of Delaware;
THIRD AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • November 20th, 2019 • Calamos Long/Short Equity & Dynamic Income Trust • Delaware
AGREEMENT made as of the 31st day of July, 2019 (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 LONG/SHORT EQUITY & DYNAMIC INCOME TRUST, a Delaware statutory trust having its principal office and place of business in Naperville, Illinois (the “Trust”).
CALAMOS LONG/SHORT EQUITY INCOME 2028 TERM TRUST AGREEMENT AND DECLARATION OF TRUSTTrust Agreement • September 22nd, 2017 • Calamos Long/Short Equity Income 2028 Term Trust • Delaware
This AGREEMENT AND DECLARATION OF TRUST is made on September 11, 2017 by the undersigned (together with all other persons from time to time duly elected, qualified and serving as Trustees in accordance with the provisions of Article II hereof, the “Trustees”) for the purpose of forming a Delaware statutory trust in accordance with the provisions hereinafter set forth;
MASTER CUSTODIAN AGREEMENTMaster Custodian Agreement • November 16th, 2017 • Calamos Long/Short Equity & Income 2028 Term Trust • 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 • November 20th, 2019 • Calamos Long/Short Equity & Dynamic Income Trust • New York
This agreement (the “Agreement”) is between Calamos Advisors LLC (including any successor or assign by merger or otherwise, the “Company”) and Oppenheimer & Co. Inc. (“Oppenheimer”) with respect to the Calamos Long/Short Equity & Dynamic Income Trust (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the underwriting agreement (the “Underwriting Agreement”) relating to the Offering (as defined below).
MASTER SERVICES AGREEMENTMaster Services Agreement • November 16th, 2017 • Calamos Long/Short Equity & Income 2028 Term Trust • Massachusetts
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • November 20th, 2019 • Calamos Long/Short Equity & Dynamic Income Trust • New York
This agreement (the “Agreement”) is between Calamos Advisors LLC (including any successor or assign by merger or otherwise, the “Company”) and Stifel, Nicolaus & Company, Incorporated (“Stifel”) with respect to the Calamos Long/Short Equity & Dynamic Income Trust (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the underwriting agreement (the “Underwriting Agreement”) relating to the Offering (as defined below).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • November 20th, 2019 • Calamos Long/Short Equity & Dynamic Income Trust • New York
This agreement (the “Agreement”) is between Calamos Advisors LLC (including any successor or assign by merger or otherwise, the “Company”) and Wells Fargo Securities, LLC (“Wells Fargo”) with respect to the Calamos Long/Short Equity & Dynamic Income Trust (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the underwriting agreement (the “Underwriting Agreement”) relating to the Offering (as defined below).
CALAMOS LONG/SHORT EQUITY & DYNAMIC INCOME TRUST AMENDMENT NO. 1 TO THE FIFTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUSTFifth Amended and Restated Agreement and Declaration of Trust • May 14th, 2024 • Calamos Long/Short Equity & Dynamic Income Trust
The undersigned, being at least a majority of the Trustees of Calamos Long/Short Equity & Dynamic Income Trust (the “Trust”), hereby amend the Trust’s Fifth Amended and Restated Agreement and Declaration of Trust, dated January 12, 2021 (the “Declaration of Trust”), as follows:
STOCK TRANSFER AGENCY AGREEMENTStock Transfer Agency Agreement • November 16th, 2017 • Calamos Long/Short Equity & Income 2028 Term Trust • 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”).
Third Amendment to Transfer Agency and Service AgreementTransfer Agency and Service Agreement • November 16th, 2017 • Calamos Long/Short Equity & Income 2028 Term Trust • 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.
Amendment to the Amended and Restated Financial Accounting Services AgreementFinancial Accounting Services Agreement • November 16th, 2017 • Calamos Long/Short Equity & Income 2028 Term Trust
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.
Fourth Amendment to the Amended and Restated Stock Transfer Agency AgreementStock Transfer Agency Agreement • November 16th, 2017 • Calamos Long/Short Equity & Income 2028 Term Trust
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.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • November 20th, 2019 • Calamos Long/Short Equity & Dynamic Income Trust • New York
This agreement (the “Agreement”) is between Calamos Advisors LLC (including any successor or assign by merger or otherwise, the “Company”) and RBC Capital Markets, LLC (“RBCCM”) with respect to the Calamos Long/Short Equity & Dynamic Income Trust (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the underwriting agreement (the “Underwriting Agreement”) relating to the Offering (as defined below).
CALAMOS LONG/SHORT EQUITY & INCOME 2028 TERM TRUST ORGANIZATIONAL EXPENSES AGREEMENTOrganizational Expenses Agreement • November 16th, 2017 • Calamos Long/Short Equity & Income 2028 Term Trust
CALAMOS LONG/SHORT EQUITY & INCOME 2028 TERM TRUST, a Delaware statutory trust (the “Trust”), and CALAMOS ADVISORS LLC, a Delaware limited liability company (“CALAMOS ADVISORS”), in consideration for the engagement by CALAMOS ADVISORS as the investment adviser for the Trust, agree as follows:
Second Amendment to the Amended and Restated Stock Transfer Agency AgreementStock Transfer Agency Agreement • November 16th, 2017 • Calamos Long/Short Equity & Income 2028 Term Trust
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.
CALAMOS LONG/SHORT EQUITY & INCOME 2028 TERM TRUST SUBSCRIPTION AGREEMENTSubscription Agreement • November 16th, 2017 • Calamos Long/Short Equity & Income 2028 Term Trust
This Agreement made October 31, 2017 by and between Calamos Long/Short Equity & Income 2028 Term Trust, a Delaware statutory trust (the “Trust”), and Calamos Advisors LLC, a Delaware limited liability company (the “Subscriber”);
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • November 22nd, 2019 • Calamos Long/Short Equity & Dynamic Income Trust • New York
This agreement (the “Agreement”) is between Calamos Advisors LLC (including any successor or assign by merger or otherwise, the “Company”) and [●] (“[●]”) with respect to the Calamos Long/Short Equity & Dynamic Income Trust (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the underwriting agreement (the “Underwriting Agreement”) relating to the Offering (as defined below).
Amended and Restated Financial Accounting Services AgreementFinancial Accounting Services Agreement • November 16th, 2017 • Calamos Long/Short Equity & Income 2028 Term Trust • 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”).
