CALAMOS-AVENUE OPPORTUNITIES FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of July 27, 2021Agreement and Declaration of Trust • January 12th, 2022 • Calamos-Avenue Opportunities Fund • Delaware
CALAMOS-AVENUE OPPORTUNITIES FUND AMENDED AND RESTATED SUB-ADVISORY AGREEMENTSub-Advisory Agreement • January 12th, 2022 • Calamos-Avenue Opportunities Fund • New York
THIS AMENDED AND RESTATED AGREEMENT is made and entered into on this 11th day of January 2022 by and among Calamos Avenue Management, LLC, a Delaware limited liability company (the “Advisor”), Calamos Advisors LLC, a Delaware limited liability company (the “Sub-Advisor”), and Calamos-Avenue Opportunities Fund, a Delaware statutory trust (the “Fund”), solely as a party with respect to Section 10.
Master Custodian AgreementMaster Custodian Agreement • January 12th, 2022 • Calamos-Avenue Opportunities Fund • Massachusetts
This Agreement is made as of December 1, 2021 (this “Agreement”), between each management investment company identified on Appendix A and each management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Fund”) and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian” or “State Street”).
CALAMOS-AVENUE OPPORTUNITIES FUND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • January 12th, 2022 • Calamos-Avenue Opportunities Fund • New York
AMENDED AND RESTATED AGREEMENT made as of the 11th day of January 2022, by and between Calamos-Avenue Opportunities Fund (the “Fund”) and Calamos Avenue Management, LLC (the “Advisor”).
CALAMOS-AVENUE OPPORTUNITIES FUND Distribution AgreementDistribution Agreement • January 12th, 2022 • Calamos-Avenue Opportunities Fund • Illinois
This Distribution Agreement (the “Agreement”) made as of January 11, 2022, between Calamos Financial Services LLC, a limited liability company organized under the laws of the State of Delaware and having its principal office and place of business in Naperville, Illinois (the “Distributor”), and Calamos-Avenue Opportunities Fund, a Delaware statutory trust having its principal office and place of business in Naperville, Illinois (the “Trust”).
SUB-ADVISORY FEE WAIVER AGREEMENT Calamos Avenue Management, LLC Naperville, Illinois 60563 January [ ], 2022Sub-Advisory Fee Waiver Agreement • January 12th, 2022 • Calamos-Avenue Opportunities Fund
This letter (the “Agreement”) will confirm the agreement between Calamos Advisors LLC (“CAL”) and Calamos Avenue Management, LLC (“CAM”), as follows:
ADMINISTRATION AGREEMENTAdministration Agreement • January 12th, 2022 • Calamos-Avenue Opportunities Fund • Massachusetts
This Administration Agreement (“Agreement”) dated and effective as of December 1, 2021, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), each registered management investment company identified on Schedule A hereto (each, a “Trust” and collectively, the “Trusts”).
SUB-ADVISORY FEE WAIVER AGREEMENT Calamos Avenue Management, LLC Naperville, Illinois 60563 January [ ], 2022Sub-Advisory Fee Waiver Agreement • January 12th, 2022 • Calamos-Avenue Opportunities Fund
This letter (the “Agreement”) will confirm the agreement between Avenue Capital Management II, L.P. (“Avenue”) and Calamos Avenue Management, LLC (“CAM”), as follows:
CALAMOS-AVENUE OPPORTUNITIES FUND SUBSCRIPTION AGREEMENTSubscription Agreement • January 12th, 2022 • Calamos-Avenue Opportunities Fund
This Subscription Agreement is entered into this 1st day of October, 2021 by and between Calamos-Avenue Opportunities Fund, a Delaware statutory trust (the “Fund”), and Calamos Avenue Management, LLC (the “Subscriber”);
MANAGEMENT FEE WAIVER AGREEMENT Calamos-Avenue Opportunities Fund Naperville, Illinois 60563 January [ ], 2022Management Fee Waiver Agreement • January 12th, 2022 • Calamos-Avenue Opportunities Fund
This letter (the “Agreement”) will confirm the agreement between Calamos-Avenue Opportunities Fund (the “Fund”) and Calamos Avenue Management, LLC (“CAM”), as follows:
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENTExpense Limitation and Reimbursement Agreement • January 12th, 2022 • Calamos-Avenue Opportunities Fund • Delaware
Calamos Avenue Management, LLC (the “Advisor”), as investment advisor to the Calamos-Avenue Opportunities Fund (the “Fund”), agrees on a monthly basis to reimburse the Fund’s initial organizational and offering costs as well as its operating expenses 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 month-end net asset value of such Class (the “Expense Limitation”). This agreement (“Agreement”) shall commence on the date first set forth above. This Agreement shall continue in effect for a period of one year. Thereafter, this Agreement may be annually renewed with the written agreement of the Advisor and the Fund. The Board of Trustees of the Fund may terminate this Agreement at any time upon notice to the Advisor, and this Agreement shall automatically terminate upon the termination of the Investment Advisory Agreement between the Advisor and the Fund.
TRANSFER AGENT SERVICING AGREEMENTTransfer Agent Servicing Agreement • January 12th, 2022 • Calamos-Avenue Opportunities Fund • Wisconsin
THIS AGREEMENT is made and effective as of December 31, 2021, by and among CALAMOS-AVENUE OPPORTUNITIES FUND, a Delaware statutory trust, (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
