EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Exhibit 2(k)(3)
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
[ ], 2022
Calamos-Avenue Opportunities Fund
0000 Xxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Dear Ladies and Gentlemen:
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.
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, organizational expenses and certain offering expenses and any organizational and offering expenses incurred prior to the effective date of the Fund’s registration statement, 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 sole discretion of the Advisor). Pursuant to a management fee waiver agreement dated the date hereof between the Fund and the Advisor, the Advisor has contractually agreed, for one year from the initial effective date of the Fund’s registration statement, to waive the Management Fee it is entitled to receive from the Fund pursuant to the investment advisory agreement between the Advisor and the Fund (the “Investment Advisory Agreement”) to the extent necessary to limit its Management Fee to 0.40% of the month-end value of the Fund’s Managed Assets (as defined under the Investment Advisory Agreement).
If, while the Advisor is the investment 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 shall be entitled to reimbursement by the Fund of the other expenses borne by the Advisor on behalf of the Fund pursuant to this Agreement (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 will in no event exceed the total Reimbursement Amount and will not include any amounts previously reimbursed. The Advisor may recapture a Specified Expense in any year within the thirty-six month period after the Advisor bears the expense. The Fund’s obligation to make reimbursement payments shall survive the termination of this Agreement.
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The Advisor agrees that it shall look only to the assets of the Fund for performance of this Agreement and for any claims for payment. No trustees, officers, employees, agents or shareholders of the Fund shall be personally liable for performance by the Fund under this Agreement.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, except insofar as the Investment Company Act of 1940, as amended, or other federal laws and regulations may be controlling. Any amendment to this Agreement shall be in writing signed by the parties hereto. Subject to approval by the Advisor, this Agreement may be amended by the Fund’s Board of Trustees without the approval of Fund shareholders.
| Very truly yours, | |
| Calamos Avenue Management, LLC |
| By: |
| Name: | |
| Title: |
| Calamos-Avenue Opportunities Fund |
| By: |
| Name: | |
| Title: |
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