UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT
INVESTMENT COMPANIES
| INVESTMENT COMPANY ACT FILE NUMBER: | 811-23815 |
| EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER: | Calamos Aksia Alternative Credit and |
| Income Fund | |
| ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: | 2020 Calamos Court |
| Naperville, Illinois 60563-2787 | |
| NAME AND ADDRESS OF AGENT FOR SERVICE: | Stephen Atkins, Treasurer |
| Calamos Advisors LLC | |
| 2020 Calamos Court | |
| Naperville, Illinois 60563-2787 | |
| REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: | (630) 245-7200 |
DATE OF FISCAL YEAR END: March 31, 2024
DATE OF REPORTING PERIOD: June 8, 2023 through March 31, 2024


Calamos Aksia Alternative
Credit and Income Fund
ANNUAL REPORT MARCH 31, 2024



JOHN KOUDOUNIS
President and Chief Executive Officer,
Calamos Investments
Chairman, Calamos Aksia Funds
Dear Fellow Shareholders:
Since its founding nearly 50 years ago, Calamos Investments ("Calamos") has provided investors with innovative approaches that harness the tremendous and always evolving potential of the capital markets. Our unwavering drive to serve investors through innovation has fueled our growth across asset classes and especially in alternative investment strategies. A private credit closed-end interval fund brought in partnership with Aksia LLC ("Aksia"), a global leader in private markets, was the next logical and innovative step in this progression.
This is our first annual shareholder report for Calamos Aksia Alternative Credit and Income Fund (CAPIX). Calamos, through its subsidiary Calamos Advisors LLC, and Aksia are pleased to provide you with commentary from our portfolio management team, a listing of portfolio holdings, and audited financial statements and highlights for the fiscal year ending March 31, 2024.
CAPIX delivers an experienced approach
The Fund launched on June 8, 2023, with the aim of bringing the full spectrum of institutional-quality, private credit opportunities to our investors. Drawing on Aksia's depth and breadth of experience, the portfolio includes a core allocation to direct lending but goes much further, including investments in areas such as special situations, specialty finance, real estate credit, real assets credit, and mezzanine sectors.
CAPIX provides many potential benefits, including diversification, reduced market correlation, and enhanced returns. A dedicated liquidity allocation aims to support the working capital needs of the Fund, pursue opportunistic yield, and enhance overall diversification.
In many respects, CAPIX debuted during an optimal time as traditional lenders and banks experienced challenges. Interest rate policy has shifted after a decade of easing, and borrowers' needs for liquidity have escalated. We believe these financing gaps in the market, stresses on banks, and the introduction of increased regulations created an attractive time to deploy fresh capital.
Thank you for choosing CAPIX
Less than a year after its launch, the Fund's assets already stand at around $200 million. All of us at Calamos and Aksia are honored by the trust this milestone represents. We look forward to helping you achieve your investment goals through the years to come.
Sincerely,
John Koudounis
President and Chief Executive Officer, Calamos Investments
Chairman, Calamos Aksia Funds
Introducing an all-weather private credit approach:
Calamos Advisors LLC, a leader in liquid alternatives, and Aksia LLC, a global leader in private credit, join forces to offer Calamos Aksia Alternative Credit and Income Fund — an institutional-style private credit solution that seeks to address the challenges of interest rates, inflation, market volatility, economic uncertainty and the search for income.
Unique opportunity in private credit
Institutional Access: Access to the growing private credit asset class, leveraging Aksia LLC's global relationships, leading sourcing partners and potential deal flow
Broad Private Credit Exposure: Seeks to invest in the full spectrum of global private credit, beyond just direct lending and traded credit
Interval Fund Convenience: Point-and-click daily subscriptions, no accredited investor requirement and quarterly distributions with reporting on Form 1099-DIV
Liquidity Management Capabilities: Actively managed liquidity allocation designed to generate yield while prepositioning for 5% quarterly repurchase needs
Enhanced Income: Targets attractive yield and lower correlation; supported by diverse return drivers and collateral exposures
Favorable Time to Invest: Clean portfolio capitalizes on market paradigm shift, reduced liquidity for borrowers and persistent demand for capital
The opinions referenced are as of the date of the publication, are subject to change due to changes in the market or economic conditions, and may not necessarily come to pass. The information contained herein is for informational purposes only and should not be considered investment advice. See Fund Prospectus for detailed information.
TABLE OF CONTENTS
|
Investment Team Discussion (Unaudited) |
1 |
||||||
|
Additional Information About the Funds (Unaudited) |
3 |
||||||
|
Schedule of Investments |
4 |
||||||
|
Statement of Assets and Liabilities |
11 |
||||||
|
Statement of Operations |
13 |
||||||
|
Statement of Changes In Net Assets |
14 |
||||||
|
Statement of Cash Flows |
15 |
||||||
|
Financial Highlights |
16 |
||||||
|
Notes to Financial Statements |
17 |
||||||
|
Report of Independent Registered Public Accounting Firm |
30 |
||||||
|
Trustees and Officers (Unaudited) |
31 |
||||||
|
Risk Factors |
35 |
||||||
|
Other Information (Unaudited) |
36 |
||||||
Investment Team Discussion (Unaudited)
Market Commentary
Despite a slowdown in private equity transaction activity in 2023, the private credit markets remained active on many fronts. During the period from the Fund's inception on June 8, 2023, through March 31, 2024, we saw record size transactions in both direct lending, especially in the technology industry, and in asset-backed investments secured by real estate, specialty finance assets and other collateral.* Previously, $1+ billion private credit transactions would be a noteworthy event but continued challenges in the syndicated loan markets in both the US and Europe have provided a financing gap for private credit originators to fill. Further, the much-publicized headwinds facing US regional banks in 2023 created a favorable environment for private credit originators to capture more market share in strategies such as commercial real estate, consumer finance and portfolio financings (specifically NAV loans).
At the same time, rising interest rates have been a headwind for some businesses as higher borrowing costs have cut into earnings. Aksia analyzed private credit investments dating back to 2001 and recently published an analysis of the impact of rising borrowing costs on private borrowers. In short, while financial performance was relatively resilient in 2023, there is a cohort of middle market borrowers who our analysis shows are under some stress from a liquidity perspective (<1.5x interest coverage ratio). A high portion of the stressed borrowers are from 2020/2021 vintage loans originated and structured at a time when interest rates were near 0%. Tightening interest coverage ratios are a "yellow light" for the market but can also be a source of "special situations" investments for some originators to provide new loans at a higher yield.
Fund Commentary
Collectively, these dynamics resulted in an array of new investment opportunities across all private credit sectors for our team to evaluate for the Fund. Since the Fund's inception, Aksia has evaluated over $20 billion of private credit investments from 169 different "sourcing partners." These opportunities were balanced across the various private credit sectors with over 50% of sourced deals outside of the direct lending market. As of March 31, 2024, Aksia has directed the Fund's investment in approximately 80 investments, maintaining a balance among strategies with no single position greater than 2.8% of total investments. The Fund's private credit portfolio is primarily comprised of floating rate loans with an average spread over base rates of 6.29% and features a weighted average yield of 11.65% through the fiscal period end. The Fund's private credit portfolio remains focused on 1st lien debt (approximately 97% of assets).
The Fund's strategies include an actively managed liquid credit strategy designed to generate yield and provide cash management efficiencies. The liquid credit strategy's primary investments may include Treasuries, liquid corporate debt, syndicated loans, and other liquid alternative strategies employed by Calamos. Supported by competitive income and corporate fundamentals, the liquidity allocation exceeded the returns of cash during the reporting period, in line with our expectations.
* Source: Lee, L & Sage J (2023, August 17). Private Credit Loans Are Growing Bigger and Breaking Records. Bloomberg, https://www.bloomberg.com/news/articles/2023-08-17/private-credit-loans-are-growing-bigger-and-breaking-records
1
Investment Team Discussion (Unaudited)
As of March 31, 2024, the Fund's assets were allocated 50% to direct lending, 14% to specialty finance, 9% to real estate credit, 8% to special situations, 7% to liquid credit along with smaller positions in mezzanine debt and real assets credit. Within direct lending, the portfolio is further diversified across borrower size, geography, private equity sponsor and industry.
The Fund's since inception performance from June 8, 2023, through March 31, 2024, was 9.83% (Class I shares at net asset value) on a cumulative basis over a partial, 9.5-month period. The gain was predominantly generated by coupon income from our underlying private credit positions. We feel confident in the Fund's diversification across various collateral types, credit strategies alongside the downside protection provided by senior debt positions with material equity subordination in many cases.
We greatly appreciate the support that we've received from our investors and interest in our approach. We look forward to an exciting and dynamic year ahead for the private credit markets.
Sincerely,
Calamos and Aksia
Returns are in US dollar terms. Past performance is no guarantee of future results.
The information contained herein, while not guaranteed as to accuracy or completeness, has been obtained from sources we believe to be reliable. Opinions are as of the publication date, subject to change and may not come to pass.
This information is being provided for informational purposes only and should not be considered investment advice.
CALAMOS AKSIA ALTERNATIVE CREDIT AND INCOME FUND ANNUAL REPORT
2
Additional Information About the Funds (Unaudited)
Calamos Aksia Alternative Credit and Income Fund
GROWTH OF $1,000,000: FOR THE PERIOD SINCE INCEPTION (6/08/23) THROUGH 3/31/24
CUMULATIVE TOTAL RETURN† AS OF 3/31/24
|
SINCE INCEPTION* (6/08/23) |
|||||||
|
Calamos Aksia Alternative Credit and Income Fund – Class A |
9.71 |
% |
|||||
|
Calamos Aksia Alternative Credit and Income Fund – Class C |
9.04 |
% |
|||||
|
Calamos Aksia Alternative Credit and Income Fund – Class I** |
9.83 |
% |
|||||
|
Calamos Aksia Alternative Credit and Income Fund – Class M |
9.29 |
% |
|||||
|
Morningstar LSTA US Leveraged Loan Index |
10.63 |
% |
|||||
|
Bloomberg U.S. Aggregate Bond Index |
2.43 |
% |
|||||
The performance data quoted here represents past performance and past performance is not a guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. The most recent quarter end performance may be obtained by calling 1 (888) 882-8829.
† Cumulative total return measures net investment income and capital gain or loss from portfolio investments assuming reinvestment of dividends and capital gains distributions.
* The returns reflect the actual performance for the period and do not include the impact of any adjustments made for financial reporting required by Generally Accepted Accounting Principles (GAAP).
** Minimum initial investment is $1,000,000.
The Expense Limitation and Reimbursement Agreement is in effect for a three-year period from April 28, 2023, the effective date of the Expense Limitation and Reimbursement Agreement ("Initial Term"). After the Initial Term, the Expense Limitation and Reimbursement Agreement may be terminated before that date by the Fund or the Investment Manager upon 30 days' written notice.
Fund performance is shown net of fees. For the Fund's current expense ratios, please refer to the Financial Highlights Section of this report. Performance results include the effect of expense reduction arrangements for some, or all the periods shown. If those arrangements had not been in place, the performance results for those periods would have been lower.
NOTES:
The graphs do not reflect the income taxes that you would pay on fund distributions or the redemption of fund shares. Fund performance includes reinvestment of dividends.
The Morningstar LSTA US Leveraged Loan 100 Index is designed to measure the performance of the 100 largest facilities in the US leveraged loan market.
The Bloomberg US Aggregate Bond Index is considered generally representative of the investment grade bond market.
Unmanaged index returns assume reinvestment of dividends and do not reflect deduction of fees and expenses. It is not possible to invest directly in an index.
3
Schedule of Investments As of March 31, 2024
|
PRINCIPAL AMOUNT |
VALUE |
||||||||||
|
ASSET-BACKED SECURITIES (1.3%) |
|||||||||||
|
Financial Services (1.3%) |
|||||||||||
|
$ |
1,000,000 |
Barings Middle Market CLO 2023-II Ltd. 9.483% (SOFR+415 basis points), 1/20/20321,2,3 |
$ |
1,001,407 |
|||||||
|
500,000 |
POST CLO 2024-1 Ltd. 0.000% 4/20/20371,2,4,14 |
450,000 |
|||||||||
|
250,000 |
Sandstone Peak II Ltd. 0.000% 7/20/20361,2,4,14 |
220,000 |
|||||||||
|
TOTAL ASSET-BACKED SECURITIES (Cost $1,700,000) |
1,671,407 |
||||||||||
|
CORPORATE LOANS (84.5%) |
|||||||||||
|
Automobile Components (0.2%) |
|||||||||||
|
243,655 |
American Axle & Manufacturing, Inc. First Lien Term Loan, 8.918% (SOFR+350 basis points), 12/13/20292,3 |
244,569 |
|||||||||
|
Building Products (0.0%) |
|||||||||||
|
45,000 |
MIWD Holding Company LLC First Lien Term Loan, 8.829% (SOFR+350 basis points), 3/28/20312,3 |
45,267 |
|||||||||
|
Capital Markets (0.9%) |
|||||||||||
|
769,231 |
Betterment Holdings, Inc. First Lien Delay Draw, 0.500%, 10/6/20276,7,8 |
(1,038 |
) |
||||||||
|
1,230,769 |
First Lien Term Loan, 13.000% (PRIME+450 basis points), 10/6/20273,6,7 |
1,229,109 |
|||||||||
|
1,228,071 |
|||||||||||
|
Chemicals (2.3%) |
|||||||||||
|
248,750 |
Chemours Co. First Lien Term Loan, 8.830% (SOFR+350 basis points), 8/18/20282,3 |
248,377 |
|||||||||
|
2,000,000 |
Formulations Parent Corporation First Lien Term Loan, 11.057% (SOFR+575 basis points), 11/30/20303,6 |
1,975,000 |
|||||||||
|
248,747 |
Ineos US Finance LLC First Lien Term Loan, 8.930% (SOFR+350 basis points), 2/19/20302,3 |
249,058 |
|||||||||
|
248,747 |
LSF11 A5 HoldCo LLC First Lien Term Loan, 9.678% (SOFR+425 basis points), 10/16/20282,3 |
249,462 |
|||||||||
|
248,096 |
W.R. Grace Holdings LLC First Lien Term Loan, 9.321% (SOFR+375 basis points), 9/22/20282,3 |
248,845 |
|||||||||
|
2,970,742 |
|||||||||||
|
Commercial Services & Supplies (9.2%) |
|||||||||||
|
3,019,167 |
Associations, Inc. First Lien Term Loan, 12.060% (SOFR+676 basis points), 7/2/20273,6,9 |
2,998,033 |
|||||||||
|
235,294 |
DMT Solutions Global Corporation First Lien Term Loan, 13.272% (SOFR+810 basis points), 8/30/20273,6 |
232,353 |
|||||||||
|
PRINCIPAL AMOUNT |
VALUE |
||||||||||
|
$ |
248,676 |
First Lien Term Loan, 13.402% (SOFR+810 basis points), 8/30/20273,6 |
$ |
245,568 |
|||||||
|
235,294 |
First Lien Term Loan, 13.427% (SOFR+810 basis points), 8/30/20273,6 |
232,353 |
|||||||||
|
235,294 |
First Lien Term Loan, 13.443% (SOFR+810 basis points), 8/30/20273,6 |
232,353 |
|||||||||
|
743,976 |
Landscape Workshop, LLC First Lien Term Loan, 11.466% (SOFR+615 basis points), 9/22/20253,6,7 |
737,652 |
|||||||||
|
742,349 |
Lynx Franchising, LLC First Lien Term Loan, 12.225% (SOFR+700 basis points), 12/18/20263,6,7 |
738,267 |
|||||||||
|
10,800 |
SEI Holdings I Corporation First Lien Delay Draw, 12.048% (SOFR+675 basis points), 3/27/20283,6 |
10,643 |
|||||||||
|
42,708 |
First Lien Delay Draw, 12.052% (SOFR+675 basis points), 3/27/20283,6,7 |
42,089 |
|||||||||
|
868,149 |
First Lien Term Loan, 12.060% (SOFR+675 basis points), 3/27/20283,6,7 |
855,561 |
|||||||||
|
35,013 |
First Lien Delay Draw, 12.063% (SOFR+675 basis points), 3/27/20283,6 |
34,505 |
|||||||||
|
25,623 |
First Lien Delay Draw, 12.081% (SOFR+675 basis points), 3/27/20283,6,7 |
25,251 |
|||||||||
|
10,774 |
First Lien Delay Draw, 12.091% (SOFR+675 basis points), 3/27/20283,6 |
10,617 |
|||||||||
|
3,000,000 |
Southern Graphics Inc. First Lien Revolver, 11.327% (SOFR+600 basis points), 4/30/20283,6,7 |
2,662,500 |
|||||||||
|
2,992,318 |
VRC Companies LLC First Lien Term Loan, 11.074% (SOFR+550 basis points), 6/29/20273,6 |
2,992,318 |
|||||||||
|
12,050,063 |
|||||||||||
|
Construction & Engineering (2.3%) |
|||||||||||
|
110,837 |
LJ Avalon Holdings LLC First Lien Revolver, 0.500%, 2/1/20296,8 |
— |
|||||||||
|
9,895 |
First Lien Delay Draw, 11.709% (SOFR+640 basis points), 2/1/20303,6 |
9,929 |
|||||||||
|
315,776 |
First Lien Term Loan, 11.792% (SOFR+640 basis points), 2/1/20303,6 |
316,881 |
|||||||||
|
60,165 |
First Lien Delay Draw, 11.713% (SOFR+640 basis points), 2/1/20303,6,10 |
17,607 |
|||||||||
|
800,000 |
OSR Intermediate LLC First Lien Revolver, 0.500%, 3/15/20296,8 |
(8,000 |
) |
||||||||
|
533,333 |
First Lien Delay Draw, 1.000%, 3/15/20296,8 |
— |
|||||||||
|
2,666,667 |
First Lien Term Loan, 11.325% (SOFR+600 basis points), 3/15/20293,6 |
2,640,000 |
|||||||||
|
2,976,417 |
|||||||||||
|
Consumer Staples Distribution & Retail (1.9%) |
|||||||||||
|
248,724 |
PetSmart, LLC. First Lien Term Loan, 9.180% (SOFR+375 basis points), 2/12/20282,3 |
248,466 |
|||||||||
|
1,866,667 |
Save Mart Supermarkets LLC First Lien Term Loan, 12.814% (SOFR+751 basis points), 3/28/20273,6 |
1,866,666 |
|||||||||
See accompanying Notes to Financial Statements.
CALAMOS AKSIA ALTERNATIVE CREDIT AND INCOME FUND ANNUAL REPORT
4
Schedule of Investments As of March 31, 2024
|
PRINCIPAL AMOUNT |
VALUE |
||||||||||
|
$ |
400,000 |
United Natural Foods, Inc. First Lien Term Loan, 8.578% (SOFR+325 basis points), 10/22/20252,3 |
$ |
400,242 |
|||||||
|
2,515,374 |
|||||||||||
|
Containers & Packaging (0.5%) |
|||||||||||
|
742,443 |
Tank Holding Corp. First Lien Term Loan, 11.177% (SOFR+585 basis points), 3/31/20283,6,7 |
722,769 |
|||||||||
|
Distributors (0.2%) |
|||||||||||
|
248,752 |
Windsor Holdings III LLC First Lien Term Loan, 9.329% (SOFR+400 basis points), 8/1/20302,3 |
250,035 |
|||||||||
|
Diversified Consumer Services (1.1%) |
|||||||||||
|
1,488,550 |
Cambium Learning Group, Inc. First Lien Term Loan, 10.918% (SOFR+560 basis points), 7/20/20283,6 |
1,494,504 |
|||||||||
|
Diversified Telecommunication Services (1.2%) |
|||||||||||
|
344,828 |
Honeycomb Private Holdings II, LLC First Lien Delay Draw, 1.000%, 12/31/20296,8 |
(2,241 |
) |
||||||||
|
1,655,172 |
First Lien Term Loan, 11.577% (SOFR+625 basis points), 12/31/20293,6 |
1,632,000 |
|||||||||
|
1,629,759 |
|||||||||||
|
Electrical Equipment (2.4%) |
|||||||||||
| 266,666 |
Clarience Technologies LLC Unitranche Delay Draw, 1.000%, 2/13/20316,8 |
(2,667 |
) |
||||||||
|
2,466,667 |
Unitranche Term Loan, 11.059% (SOFR+575 basis points), 2/13/20313,6 |
2,442,000 |
|||||||||
|
266,667 |
Unitranche Revolver, 11.065% (SOFR+575 basis points), 2/13/20303,6 |
6,222 |
|||||||||
|
744,375 |
TS OPCO Holding, LLC and Trystar, LLC First Lien Term Loan, 10.684% (SOFR+550 basis points), 9/28/20273,6,7,10 |
734,326 |
|||||||||
|
3,179,881 |
|||||||||||
|
Electronic Equipment, Instruments & Components (0.8%) |
|||||||||||
|
1,057,000 |
Specialty Measurement Holdco Limited Unitranche Term Loan, 11.810% (SOFR+650 basis points), 11/8/20303,6,7 |
1,033,746 |
|||||||||
|
Energy Equipment & Services (1.7%) |
|||||||||||
|
249,375 |
New Fortress Energy, Inc. First Lien Term Loan, 10.317% (SOFR+450 basis points), 10/30/20282,3 |
250,492 |
|||||||||
|
1,992,500 |
USA Debusk LLC First Lien Term Loan, 11.929% (SOFR+660 basis points), 6/30/20283,6 |
2,014,019 |
|||||||||
|
2,264,511 |
|||||||||||
|
Entertainment (0.9%) |
|||||||||||
|
2,300,000 |
Crown Finance US, Inc. First Lien Revolver, 11.938% (SOFR+662 basis points), 7/31/20283,6,7,10 |
1,221,300 |
|||||||||
|
PRINCIPAL AMOUNT |
VALUE |
||||||||||
|
Financial Services (2.5%) |
|||||||||||
|
$ |
1,000,000 |
Clear SPV V US L.P. First Lien Delay Draw, 16.327% (SOFR+1,100 basis points), 3/29/20273,6,10 |
$ |
372,800 |
|||||||
|
1,500,000 |
Cor Leonis Limited First Lien Revolver, 12.809% (SOFR+750 basis points), 5/15/20283,6,10 |
1,196,713 |
|||||||||
|
600,000 |
Galway Borrower, LLC First Lien Delay Draw, 1.000%, 9/29/20286,8 |
600 |
|||||||||
|
397,000 |
First Lien Term Loan, 11.052% (SOFR+575 basis points), 9/29/20283,6 |
404,146 |
|||||||||
|
More Cowbell II LLC |
|||||||||||
|
108,855 |
First Lien Delay Draw, 1.000%, 9/1/20306,7,8 |
(163 |
) |
||||||||
|
141,551 |
First Lien Revolver, 11.279% (SOFR+600 basis points), 9/1/20293,6,7,10 |
24,859 |
|||||||||
|
999,564 |
First Lien Term Loan, 11.093% (SOFR+600 basis points), 9/1/20303,6,7 |
990,568 |
|||||||||
|
335,000 |
Osaic Wealth, Inc. First Lien Term Loan, 9.327% (SOFR+400 basis points), 8/16/20282,3 |
336,695 |
|||||||||
|
3,326,218 |
|||||||||||
|
Food Products (0.4%) |
|||||||||||
|
248,734 |
Clydesdale Acquisition Holdings Inc. First Lien Term Loan, 9.105% (SOFR+375 basis points), 4/13/20292,3 |
249,356 |
|||||||||
|
300,000 |
Fiesta Purchaser, Inc. First Lien Term Loan, 9.327% (SOFR+400 basis points), 2/12/20312,3 |
300,854 |
|||||||||
|
550,210 |
|||||||||||
|
Ground Transportation (0.5%) |
|||||||||||
|
32,534 |
ITI Intermodal Services, LLC First Lien Delay Draw, 11.680% (SOFR+635 basis points), 12/21/20273,6,7 |
31,346 |
|||||||||
|
464,595 |
First Lien Term Loan, 11.930% (SOFR+660 basis points), 12/21/20273,6,7 |
451,354 |
|||||||||
|
245,371 |
First Lien Delay Draw, 11.930% (SOFR+660 basis points), 12/21/20273,6,7 |
238,378 |
|||||||||
|
721,078 |
|||||||||||
|
Health Care Equipment & Supplies (1.5%) |
|||||||||||
|
55,556 |
Medical Device, Inc. First Lien Revolver, 0.500%, 7/12/20296,8 |
(417 |
) |
||||||||
|
442,222 |
First Lien Term Loan, 11.902% (SOFR+660 basis points), 7/12/20293,6 |
438,906 |
|||||||||
|
1,535,267 |
TecoStar Holdings, Inc. First Lien Term Loan, 13.826% (SOFR+850 basis points), 7/7/20293,6 |
1,549,085 |
|||||||||
|
1,987,574 |
|||||||||||
|
Health Care Providers & Services (2.7%) |
|||||||||||
|
1,043,211 |
JDC Healthcare Management, LLC First Lien Term Loan, 20.829% (SOFR+1,550 basis points), 9/29/20283,6,7,9 |
1,009,307 |
|||||||||
|
2,253,991 |
Space Intermediate III, Inc. Unitranche Term Loan, 11.572% (SOFR+625 basis points), 11/8/20293,6 |
2,244,975 |
|||||||||
See accompanying Notes to Financial Statements.
5
Schedule of Investments As of March 31, 2024
|
PRINCIPAL AMOUNT |
VALUE |
||||||||||
|
$ |
250,000 |
Star Parent, Inc. First Lien Term Loan, 9.330% (SOFR+400 basis points), 9/30/20302,3 |
$ |
248,797 |
|||||||
|
3,503,079 |
|||||||||||
|
Health Care Technology (3.4%) |
|||||||||||
|
1,990,000 |
PracticeTek Purchaser, LLC First Lien Term Loan, 11.080% (SOFR+575 basis points), 11/23/20273,6 |
1,959,155 |
|||||||||
|
2,500,000 |
Ruby Buyer, LLC First Lien Term Loan, 11.754% (SOFR+650 basis points), 12/21/20293,6 |
2,461,250 |
|||||||||
|
4,420,405 |
|||||||||||
|
Hotels, Restaurants & Leisure (1.0%) |
|||||||||||
|
248,744 |
Caesars Entertainment, Inc. First Lien Term Loan, 8.663% (SOFR+325 basis points), 2/6/20302,3 |
249,764 |
|||||||||
|
397,995 |
Carnival Corporation & plc First Lien Term Loan, 8.319% (SOFR+300 basis points), 8/9/20272,3 |
399,073 |
|||||||||
|
248,731 |
Fertitta Entertainment, Inc. First Lien Term Loan, 9.788% (SOFR+375 basis points), 1/29/20292,3 |
249,625 |
|||||||||
|
400,000 |
Life Time, Inc. First Lien Term Loan, 9.570% (SOFR+400 basis points), 1/15/20262,3 |
402,916 |
|||||||||
|
1,301,378 |
|||||||||||
|
Insurance (3.6%) |
|||||||||||
| 2,961,956 |
Accuserve Solutions, Inc. 2024 Delay Draw, 1.000%, 8/13/20296,8 |
(44,429 |
) |
||||||||
|
195,652 |
Unitranche Revolver, 11.060% (SOFR+575 basis points), 3/15/20303,6,10 |
(2,935 |
) |
||||||||
| 2,777,174 |
First Lien Term Loan, 11.420% (SOFR+625 basis points), 8/11/20293,6 |
2,735,516 |
|||||||||
|
65,217 |
Unitranche Revolver, 13.243% (SOFR+794 basis points), 3/15/20303,6 |
64,246 |
|||||||||
|
204,345 |
Alliant Holdings LLC First Lien Term Loan, 8.827% (SOFR+350 basis points), 11/6/20302,3 |
205,389 |
|||||||||
|
248,731 |
AssuredPartners, LLC First Lien Term Loan, 8.827% (SOFR+350 basis points), 2/12/20272,3 |
249,237 |
|||||||||
|
249,375 |
BroadStreet Partners, Inc. First Lien Term Loan, 9.080% (SOFR+375 basis points), 1/26/20292,3 |
250,404 |
|||||||||
|
300,000 |
HUB International Limited First Lien Term Loan, 8.837% (SOFR+325 basis points), 6/20/20302,3 |
300,449 |
|||||||||
|
918,553 |
Neptune Flood Incorporated First Lien Term Loan, 11.401% (SOFR+610 basis points), 5/8/20293,6 |
919,930 |
|||||||||
|
4,677,807 |
|||||||||||
|
PRINCIPAL AMOUNT |
VALUE |
||||||||||
|
Interactive Media & Services (0.5%) |
|||||||||||
|
$ |
374,052 |
Revelstoke Bidco Limited First Lien Delay Draw, 2.188%, 11/30/20306,7,8 |
$ |
(4,489 |
) |
||||||
|
625,948 |
First Lien Term Loan, 11.559% (SOFR+625 basis points), 11/30/20303,6,7 |
609,048 |
|||||||||
|
604,559 |
|||||||||||
|
IT Services (3.9%) |
|||||||||||
|
248,641 |
Boxer Parent Company Inc. First Lien Term Loan, 9.309% (SOFR+425 basis points), 12/29/20282,3 |
250,531 |
|||||||||
|
135,364 |
Salute Mission Critical LLC First Lien Revolver, 0.500%, 11/30/20276,8 |
— |
|||||||||
|
668,359 |
First Lien Term Loan, 11.302% (SOFR+600 basis points), 11/30/20273,6 |
675,711 |
|||||||||
|
189,035 |
First Lien Delay Draw, 11.302% (SOFR+600 basis points), 11/30/20273,6 |
191,115 |
|||||||||
|
2,992,500 |
Smartronix, LLC First Lien Term Loan, 11.575% (SOFR+635 basis points), 11/23/20283,6 |
2,928,161 |
|||||||||
|
1,000,000 |
EUR |
Xebia Group Holding B.V. First Lien Term Loan, 10.902% (EURIBOR+700 basis points), 7/31/20273,5,6 |
1,049,736 |
||||||||
|
5,095,254 |
|||||||||||
|
Life Sciences Tools & Services (0.8%) |
|||||||||||
|
1,000,000 |
Life Science Intermediate Holdings, LLC First Lien Delay Draw, 11.930% (SOFR+660 basis points), 6/10/20273,6 |
1,003,500 |
|||||||||
|
Media (0.4%) |
|||||||||||
|
250,000 |
Clear Channel Outdoor Americas, Inc. First Lien Term Loan, 9.441% (SOFR+400 basis points), 8/23/20282,3 |
250,312 |
|||||||||
|
329,422 |
DIRECT TV Inc. First Lien Term Loan, 10.445% (SOFR+500 basis points), 8/2/20272,3 |
330,246 |
|||||||||
|
580,558 |
|||||||||||
|
Oil, Gas & Consumable Fuels (0.4%) |
|||||||||||
|
496,864 |
Par Petroleum, LLC First Lien Term Loan, 9.693% (SOFR+425 basis points), 2/28/20302,3 |
498,260 |
|||||||||
|
Passenger Airlines (0.6%) |
|||||||||||
|
235,000 |
Air Canada First Lien Term Loan, 7.833% (SOFR+250 basis points), 3/21/20312,3 |
235,736 |
|||||||||
|
500,000 |
United Airlines Holdings, Inc. First Lien Term Loan, 8.076% (SOFR+275 basis points), 2/24/20313 |
501,405 |
|||||||||
|
737,141 |
|||||||||||
|
Pharmaceuticals (1.4%) |
|||||||||||
|
496,218 |
Amneal Pharmaceuticals, LLC First Lien Term Loan, 10.830% (SOFR+550 basis points), 5/4/20282,3 |
496,297 |
|||||||||
|
248,723 |
Freya US Finco LLC First Lien Delay Draw, 0.750%, 10/31/20306,7,8 |
(1,617 |
) |
||||||||
See accompanying Notes to Financial Statements.
CALAMOS AKSIA ALTERNATIVE CREDIT AND INCOME FUND ANNUAL REPORT
6
Schedule of Investments As of March 31, 2024
|
PRINCIPAL AMOUNT |
VALUE |
||||||||||
|
$ |
1,036,345 |
First Lien Term Loan, 11.552% (SOFR+625 basis points), 10/31/20303,6,7 |
$ |
1,016,655 |
|||||||
|
397,729 |
Jazz Pharmaceuticals plc First Lien Term Loan, 8.963% (SOFR+300 basis points), 5/5/20282,3 |
400,215 |
|||||||||
|
1,911,550 |
|||||||||||
|
Professional Services (10.3%) |
|||||||||||
|
2,500,000 |
EUR |
Breeze Buyer B.V. Unitranche Term Loan, 9.908% (EURIBOR+600 basis points), 1/8/20315,6 |
2,645,917 |
||||||||
|
Corsair Blade IV (Luxembourg) S.A.R.L. |
|||||||||||
|
1,516,235 |
GBP |
Unitranche Revolver, 1.250%, 2/2/20315,6,8 |
(20,133 |
) |
|||||||
|
320,320 |
EUR |
Unitranche Term Loan, 9.658% (EURIBOR+575 basis points), 2/2/20313,5,6 |
338,670 |
||||||||
|
2,210,913 |
GBP |
Unitranche Term Loan, 10.949% (SONIA+575 basis points), 2/2/20313,5,6 |
2,734,689 |
||||||||
| 2,000,000 |
ERS Holdings LLC First Lien Delay Draw, 0.750%, 5/1/20276,7,8 |
(30,000 |
) |
||||||||
|
3,990,000 |
First Lien Term Loan, 11.076% (SOFR+575 basis points), 5/1/20273,6,7 |
3,930,150 |
|||||||||
|
144,541 |
Gerson Lehrman Group, Inc. First Lien Revolver, 0.500%, 12/13/20276,8 |
— |
|||||||||
|
2,855,459 |
First Lien Term Loan, 10.702% (SOFR+540 basis points), 12/13/20273,6 |
2,841,181 |
|||||||||
|
739,607 |
Royal Holdco Corporation First Lien Term Loan, 11.180% (SOFR+585 basis points), 12/30/20263,6,7 |
728,143 |
|||||||||
|
300,000 |
UKG, Inc. First Lien Term Loan, 8.814% (SOFR+350 basis points), 2/10/20312,3 |
301,922 |
|||||||||
|
13,470,539 |
|||||||||||
|
Real Estate Management & Development (9.3%) |
|||||||||||
|
1,000,000 |
39th Ave Holdings 1 & 2 LLC First Mortgage Delay Draw, 12.279% (SOFR+695 basis points), 12/1/20243,6 |
1,000,000 |
|||||||||
|
600,000 |
400 NE 2nd Street Owner LLC First Mortgage Delay Draw, 10.527% (SOFR+520 basis points), 4/21/20243,6,7,10 |
597,515 |
|||||||||
|
3,400,000 |
Cropsey Partners LLC First Mortgage Delay Draw, 12.468% (SOFR+717 basis points), 5/1/20243,6 |
3,400,000 |
|||||||||
|
600,000 |
DTH 215 Venture LLC First Mortgage Delay Draw, 10.999% (SOFR+567 basis points), 2/28/20253,6,7,10 |
591,007 |
|||||||||
|
3,000,000 |
G4 18208, LLC & G4 18210, LLC Mezzanine Term Loan, 10.479% (SOFR+515 basis points), 10/31/20263,6 |
3,004,500 |
|||||||||
|
1,500,000 |
EUR |
Omdus Holding B.V. Unitranche Term Loan, 10.152% (EURIBOR+625 basis points), 6/30/20293,5,6 |
1,613,443 |
||||||||
|
2,000,000 |
Peebles El Ad Tribeca Mezz LLC Mezzanine Term Loan, 13.210% (SOFR+788 basis points), 6/1/20263,6 |
1,999,000 |
|||||||||
|
12,205,465 |
|||||||||||
|
PRINCIPAL AMOUNT |
VALUE |
||||||||||
|
Software (13.5%) |
|||||||||||
|
$ |
722,920 |
1WS Intermediate, Inc. First Lien Term Loan, 10.177% (SOFR+500 basis points), 7/8/20253,6,7 |
$ |
722,920 |
|||||||
|
19,345 |
First Lien Delay Draw, 10.208% (SOFR+490 basis points), 7/8/20253,6,7 |
19,345 |
|||||||||
|
2,992,308 |
Apryse Software Inc. First Lien Term Loan, 10.802% (SOFR+550 basis points), 7/15/20273,6 |
2,992,308 |
|||||||||
|
134,375 |
Arrow Buyer, Inc. First Lien Delay Draw, 1.000%, 7/6/20306,8 |
403 |
|||||||||
|
50,000 |
First Lien Delay Draw, 11.696% (SOFR+650 basis points), 7/6/20303,6 |
49,775 |
|||||||||
|
3,125 |
First Lien Delay Draw, 11.787% (SOFR+650 basis points), 7/6/20303,6 |
3,111 |
|||||||||
|
810,469 |
First Lien Term Loan, 11.802% (SOFR+650 basis points), 7/6/20303,6 |
806,822 |
|||||||||
|
1,000,000 |
Cardinal Parent, Inc. First Lien Term Loan, 12.250%, 12/31/20276,7 |
960,000 |
|||||||||
|
250,000 |
CDK Global, Inc. First Lien Term Loan, 9.309% (SOFR+400 basis points), 7/6/20292,3 |
251,032 |
|||||||||
|
135,135 |
Enverus Holdings, Inc. First Lien Revolver, 0.500%, 12/31/20296,8 |
(1,351 |
) |
||||||||
|
88,803 |
First Lien Delay Draw, 1.000%, 12/31/20296,8 |
(222 |
) |
||||||||
|
1,776,062 |
First Lien Term Loan, 10.827% (SOFR+550 basis points), 12/31/20293,6 |
1,758,301 |
|||||||||
|
997,500 |
Evergreen IX Borrower 2023, LLC Unitranche Term Loan, 11.310% (SOFR+600 basis points), 9/26/20303,6 |
989,021 |
|||||||||
|
2,000,000 |
Finastra USA, Inc. First Lien Term Loan, 12.459% (SOFR+725 basis points), 9/20/20293,6 |
1,991,000 |
|||||||||
|
260,869 |
Icefall Parent, Inc. First Lien Revolver, 0.500%, 1/25/20306,8 |
(5,217 |
) |
||||||||
|
2,739,130 |
First Lien Term Loan, 11.802% (SOFR+650 basis points), 1/25/20303,6 |
2,684,348 |
|||||||||
|
990,000 |
NF HoldCo LLC First Lien Term Loan, 11.810% (SOFR+650 basis points), 3/30/20293,6,7 |
979,605 |
|||||||||
|
744,356 |
OSP Hamilton Purchaser, LLC First Lien Term Loan, 10.927% (SOFR+560 basis points), 12/28/20293,6,7 |
746,217 |
|||||||||
|
640,000 |
GBP |
Proactis Holdings Limited First Lien Term Loan, 15.590% (SONIA+1,040 basis points), 8/25/20293,5,6,7,9 |
798,485 |
||||||||
|
1,000,000 |
Serrano Parent, LLC First Lien Term Loan, 11.810% (SOFR+650 basis points), 5/12/20303,6 |
999,000 |
|||||||||
|
979,275 |
Vital Buyer, LLC First Lien Term Loan, 10.841% (SOFR+550 basis points), 6/1/20283,6,7 |
967,523 |
|||||||||
|
17,712,426 |
|||||||||||
See accompanying Notes to Financial Statements.
7
Schedule of Investments As of March 31, 2024
|
NUMBER OF SHARES |
VALUE |
||||||||||
|
PRIVATE INVESTMENT FUNDS (9.6%) |
|||||||||||
|
Capital Markets (1.5%) |
|||||||||||
|
N/A |
BSOF SRT Parallel Onshore Fund LP11,12 |
$ |
1,038,069 |
||||||||
|
N/A |
Eagle Point SRT Co-Invest I LP11,12 |
1,000,038 |
|||||||||
|
2,038,107 |
|||||||||||
|
Financial Services (6.6%) |
|||||||||||
| 74,774 |
AG Twin Brook Capital Income Fund11 |
1,901,309 |
|||||||||
|
N/A |
Bridgepoint Credit Opportunities III "A" LP5,11,12 |
1,958,362 |
|||||||||
|
N/A |
CCS Co-Investment Vehicle 1 LP Incorporated11,12 |
2,411,676 |
|||||||||
|
67,568 |
T. Rowe Price OHA Select Private Credit Fund11 |
1,906,716 |
|||||||||
|
N/A |
Whitehorse Liquidity Partners V LP11,12 |
430,208 |
|||||||||
|
8,608,271 |
|||||||||||
|
Real Estate Management & Development (1.5%) |
|||||||||||
|
N/A |
BP Holdings Zeta LP11,12 |
2,000,000 |
|||||||||
|
TOTAL PRIVATE INVESTMENT FUNDS (Cost $11,400,525) |
12,646,378 |
||||||||||
|
SHORT-TERM INVESTMENTS (0.5%) |
|||||||||||
|
666,952 |
Morgan Stanley Institutional Liquidity Funds – Government Portfolio, Institutional Share Class, 5.21%13 |
666,952 |
|||||||||
|
TOTAL SHORT-TERM INVESTMENTS (Cost $666,952) |
666,952 |
||||||||||
|
TOTAL INVESTMENTS (100.5%) (Cost $130,360,929) |
132,028,673 |
||||||||||
|
LIABILITIES LESS OTHER ASSETS (-0.5%) |
(678,412 |
) |
|||||||||
|
NET ASSETS (100.0%) |
$ |
131,350,261 |
|||||||||
CLO Collateralized Loan Obligation
EUR Euro
EURIBOR Euro Interbank Offered Rate
GBP British Pound
LLC Limited Liability Company
LP Limited Partnership
PRIME U.S. Prime Rate
SOFR Secured Overnight Financing Rate
SONIA Sterling Overnight Index Average
US United States
1 Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities are restricted and may be resold in transactions exempt from registration normally to qualified institutional buyers. The total value of these securities is $1,671,407, which represents 1.27% of the total net assets of the Fund.
2 Callable.
3 Floating rate security, upon which the interest rate adjusts periodically based on changes in current interest rates and prepayments on the underlying pool of assets. Rate shown is the rate in effect as of period end.
See accompanying Notes to Financial Statements.
CALAMOS AKSIA ALTERNATIVE CREDIT AND INCOME FUND ANNUAL REPORT
8
Schedule of Investments As of March 31, 2024
4 Variable rate security. Rate shown is the rate in effect as of period end.
5 Foreign securities entered into in foreign currencies are converted to U.S. Dollars using period end spot rates.
6 Level 3 securities fair valued under procedures established by the Board of Trustees, represents 81.65% of Net Assets. The total value of these securities is $107,251,179.
7 This investment was made through a participation. Please see Note 2 for a description of loan participations.
8 Represents an unfunded loan commitment. The rate disclosed is equal to the commitment fee. The negative cost and/or fair value, if applicable, is due to the discount received in excess of the principal amount of the unfunded commitment. See Note 2 for additional information.
9 Payment-in-kind interest is generally paid by issuing additional par of the security rather than paying cash.
10 A portion of this holding is subject to unfunded loan commitments. The stated interest rate reflects the reference rate and spread for the funded portion. See Note 2 for additional information.
11 Investment valued using net asset value per share as a practical expedient. See Note 10 for respective unfunded commitments and redemptive restrictions.
12 Private investment company does not issue shares or units.
13 The rate is the annualized seven-day yield at period end.
14 Non-income producing.
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
|
SALE CONTRACTS |
SETTLEMENT DATE |
COUNTERPARTY |
CURRENCY EXCHANGE |
CURRENCY AMOUNT SOLD |
VALUE AT SETTLEMENT DATE |
VALUE AT MARCH 31, 2024 |
UNREALIZED APPRECIATION (DEPRECIATION) |
||||||||||||||||||||||||
|
EUR |
4/15/24 |
Northern Trust |
EUR per USD |
6,716,687 |
$ |
7,368,690 |
$ |
7,251,563 |
$ |
117,127 |
|||||||||||||||||||||
|
GBP |
4/15/24 |
Northern Trust |
GBP per USD |
633,600 |
811,502 |
799,776 |
11,726 |
||||||||||||||||||||||||
|
EUR |
4/15/24 |
JP Morgan |
EUR per USD |
313,914 |
342,079 |
338,912 |
3,167 |
||||||||||||||||||||||||
|
GBP |
4/15/24 |
Bank of New York |
GBP per USD |
2,157,218 |
2,750,352 |
2,722,997 |
27,355 |
||||||||||||||||||||||||
|
TOTAL FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS |
$ |
11,272,623 |
$ |
11,113,248 |
$ |
159,375 |
|||||||||||||||||||||||||
EUR – Euro
GBP – British Pound
USD – U.S. Dollar
See accompanying Notes to Financial Statements.
9
Summary of Investments As of March 31, 2024
|
SECURITY TYPE/SECTOR |
PERCENT OF TOTAL NET ASSETS |
||||||
|
Corporate Loans |
|||||||
|
Software |
13.5 |
% |
|||||
|
Professional Services |
10.3 |
% |
|||||
|
Real Estate Management & Development |
9.3 |
% |
|||||
|
Commercial Services & Supplies |
9.2 |
% |
|||||
|
IT Services |
3.9 |
% |
|||||
|
Insurance |
3.6 |
% |
|||||
|
Health Care Technology |
3.4 |
% |
|||||
|
Health Care Providers & Services |
2.7 |
% |
|||||
|
Financial Services |
2.5 |
% |
|||||
|
Electrical Equipment |
2.4 |
% |
|||||
|
Construction & Engineering |
2.3 |
% |
|||||
|
Chemicals |
2.3 |
% |
|||||
|
Consumer Staples Distribution & Retail |
1.9 |
% |
|||||
|
Energy Equipment & Services |
1.7 |
% |
|||||
|
Health Care Equipment & Supplies |
1.5 |
% |
|||||
|
Pharmaceuticals |
1.4 |
% |
|||||
|
Diversified Telecommunication Services |
1.2 |
% |
|||||
|
Trading Companies & Distributors |
1.2 |
% |
|||||
|
Diversified Consumer Services |
1.1 |
% |
|||||
|
Hotels, Restaurants & Leisure |
1.0 |
% |
|||||
|
Capital Markets |
0.9 |
% |
|||||
|
Entertainment |
0.9 |
% |
|||||
|
Electronic Equipment, Instruments & Components |
0.8 |
% |
|||||
|
Life Sciences Tools & Services |
0.8 |
% |
|||||
|
Transportation Infrastructure |
0.7 |
% |
|||||
|
Passenger Airlines |
0.6 |
% |
|||||
|
Containers & Packaging |
0.5 |
% |
|||||
|
Ground Transportation |
0.5 |
% |
|||||
|
Interactive Media & Services |
0.5 |
% |
|||||
|
Media |
0.4 |
% |
|||||
|
Food Products |
0.4 |
% |
|||||
|
Oil, Gas & Consumable Fuels |
0.4 |
% |
|||||
|
Specialty Retail |
0.3 |
% |
|||||
|
Distributors |
0.2 |
% |
|||||
|
Automobile Components |
0.2 |
% |
|||||
|
Building Products |
0.0 |
% |
|||||
|
Total Corporate Loans |
84.5 |
% |
|||||
|
Private Investment Funds |
|||||||
|
Financial Services |
6.6 |
% |
|||||
|
Capital Markets |
1.5 |
% |
|||||
|
Real Estate Management & Development |
1.5 |
% |
|||||
|
Total Private Investment Funds |
9.6 |
% |
|||||
|
Subordinated Debt |
|||||||
|
Capital Markets |
2.3 |
% |
|||||
|
Financial Services |
1.5 |
% |
|||||
|
Electronic Equipment, Instruments & Components |
0.8 |
% |
|||||
|
Total Subordinated Debt |
4.6 |
% |
|||||
|
SECURITY TYPE/SECTOR |
PERCENT OF TOTAL NET ASSETS |
||||||
|
Asset-Backed Securities |
|||||||
|
Financial Services |
1.3 |
% |
|||||
|
Short-Term Investments |
0.5 |
% |
|||||
|
Warrants |
|||||||
|
Financial Services |
0.0 |
% |
|||||
|
Capital Markets |
0.0 |
% |
|||||
|
Total Warrants |
0.0 |
% |
|||||
|
Total Investments |
100.5 |
% |
|||||
|
Liabilities in Excess of Other Assets |
(0.5 |
)% |
|||||
|
Total Net Assets |
100.0 |
% |
|||||
See accompanying Notes to Financial Statements.
CALAMOS AKSIA ALTERNATIVE CREDIT AND INCOME FUND ANNUAL REPORT
10
Statement of Assets and Liabilities March 31, 2024
|
ASSETS |
|||||||
|
Investments in securities, at value (cost $130,360,929) |
$ |
132,028,673 |
|||||
|
Cash |
4,686,977 |
||||||
|
Foreign currency, at value (cost $1,862,431) |
1,855,180 |
||||||
|
Unrealized appreciation on forward foreign currency exchange contracts |
159,375 |
||||||
|
Receivables: |
|||||||
|
Accrued interest |
1,351,373 |
||||||
|
Fund shares sold |
1,403,937 |
||||||
|
Investments sold |
110,936 |
||||||
|
Other assets |
92,027 |
||||||
|
Total assets |
141,688,478 |
||||||
|
LIABILITIES |
|||||||
|
Payables: |
|||||||
|
Secured credit facility, net (Note 2) |
8,517,356 |
||||||
|
Investments purchased |
1,263,906 |
||||||
|
Investment Advisory fees |
149,024 |
||||||
|
Interest on secured credit facility (Note 2) |
14,096 |
||||||
|
Distribution fees (Note 3) |
253 |
||||||
|
Other accounts payable and accrued liabilities |
393,582 |
||||||
|
Total liabilities(a) |
10,338,217 |
||||||
|
NET ASSETS |
$ |
131,350,261 |
|||||
|
COMPOSITION OF NET ASSETS |
|||||||
|
Paid in capital (par value of $0.001 per share with an unlimited number of shares authorized) |
$ |
127,143,021 |
|||||
|
Accumulated distributable earnings (deficit) |
4,207,240 |
||||||
|
NET ASSETS |
$ |
131,350,261 |
|||||
(a) Separately, see Note 2 Commitment and Contingencies for detail on unfunded commitments.
See accompanying Notes to Financial Statements.
11
Statement of Assets and Liabilities March 31, 2024 (Continued)
|
MAXIMUM OFFERING PRICE PER SHARE |
|||||||
|
Class A: |
|||||||
|
Net assets applicable to shares outstanding |
$ |
940,304 |
|||||
|
Shares of beneficial interest issued and outstanding |
88,748 |
||||||
|
Net asset value, offering and redemption price per share |
$ |
10.60 |
|||||
|
Maximum sales charge (2.25% of offering price)* |
$ |
0.24 |
|||||
|
Maximum offer price to public |
$ |
10.84 |
|||||
|
Class C: |
|||||||
|
Net assets applicable to shares outstanding |
$ |
32,704 |
|||||
|
Shares of beneficial interest issued and outstanding |
3,092 |
||||||
|
Net asset value, offering and redemption price per share |
$ |
10.58 |
|||||
|
Class I: |
|||||||
|
Net assets applicable to shares outstanding |
$ |
130,344,482 |
|||||
|
Shares of common stock issued and outstanding |
12,297,876 |
||||||
|
Net asset value, offering and redemption price per share |
$ |
10.60 |
|||||
|
Class M: |
|||||||
|
Net assets applicable to shares outstanding |
$ |
32,771 |
|||||
|
Shares of beneficial interest issued and outstanding |
3,096 |
||||||
|
Net asset value, offering and redemption price per share |
$ |
10.58 |
|||||
|
* Investors in Class A Shares may be charged a sales charge of up to 2.25% of the subscription amount. |
|||||||
See accompanying Notes to Financial Statements.
CALAMOS AKSIA ALTERNATIVE CREDIT AND INCOME FUND ANNUAL REPORT
12
Statement of Operations For the Period June 8, 20231 Through March 31, 2024
|
INVESTMENT INCOME |
|||||||
|
Interest |
$ |
5,530,781 |
|||||
|
Payment-in-kind interest |
55,942 |
||||||
|
Distributions from private investment funds |
39,019 |
||||||
|
Total investment income |
5,625,742 |
||||||
|
EXPENSES |
|||||||
|
Investment management fees |
625,857 |
||||||
|
Interest expense |
257,877 |
||||||
|
Trustees' fees and officer compensation |
137,775 |
||||||
|
Audit fees |
128,500 |
||||||
|
Fund accounting and administration fees |
104,722 |
||||||
|
Insurance fees |
79,801 |
||||||
|
Transfer agent fees |
50,697 |
||||||
|
Sub transfer agent fees—Class A |
90 |
||||||
|
Sub transfer agent fees—Class I |
26,464 |
||||||
|
Shareholder reporting fees |
42,031 |
||||||
|
Legal fees |
37,740 |
||||||
|
Custodian fees |
34,587 |
||||||
|
Interest on subsequent close of private investment funds |
27,648 |
||||||
|
Registration fees |
13,748 |
||||||
|
Interest on corporate loans |
11,550 |
||||||
|
Distribution fees—Class A (Note 3) |
1,232 |
||||||
|
Distribution fees—Class C (Note 3) |
254 |
||||||
|
Distribution fees—Class M (Note 3) |
190 |
||||||
|
Miscellaneous |
58,842 |
||||||
|
Total expenses |
1,639,605 |
||||||
|
Expenses waived by advisor (Note 3) |
(589,825 |
) |
|||||
|
Net expenses |
1,049,780 |
||||||
|
NET INVESTMENT INCOME (LOSS) |
4,575,962 |
||||||
|
REALIZED AND UNREALIZED GAIN (LOSS) |
|||||||
|
Net realized gain (loss) from: |
|||||||
|
Investments |
11,988 |
||||||
|
Foreign currency transactions |
152,067 |
||||||
|
Forward foreign currency exchange contracts |
(247,476 |
) |
|||||
|
Net realized gain (loss) |
(83,421 |
) |
|||||
|
Change in unrealized appreciation/(depreciation) on: |
|||||||
|
Investments |
1,667,744 |
||||||
|
Foreign currency translations |
12,175 |
||||||
|
Forward foreign currency exchange contracts |
159,375 |
||||||
|
Net change in unrealized appreciation/(depreciation) |
1,839,294 |
||||||
|
NET GAIN (LOSS) |
1,755,873 |
||||||
|
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
$ |
6,331,835 |
|||||
1 Commencement of operations.
See accompanying Notes to Financial Statements.
13
Statement of Changes in Net Assets
|
FOR THE PERIOD JUNE 8, 20231 THROUGH MARCH 31, 2024 |
|||||||
|
OPERATIONS |
|||||||
|
Net investment income (loss) |
$ |
4,575,962 |
|||||
|
Net realized gain (loss) on investments, foreign currency and forward foreign currency exchange contracts |
(83,421 |
) |
|||||
|
Net change in unrealized appreciation/depreciation on investments, foreign currency and forward foreign currency exchange contracts |
1,839,294 |
||||||
|
Net increase (decrease) in net assets resulting from operations |
6,331,835 |
||||||
|
DISTRIBUTIONS TO SHAREHOLDERS |
|||||||
|
Distributions: |
|||||||
|
Class A |
(20,676 |
) |
|||||
|
Class C |
(935 |
) |
|||||
|
Class I |
(2,102,005 |
) |
|||||
|
Class M |
(979 |
) |
|||||
|
Total distributions to shareholders |
(2,124,595 |
) |
|||||
|
CAPITAL STOCK TRANSACTIONS |
|||||||
|
Proceeds from shares sold: |
|||||||
|
Class A |
898,774 |
||||||
|
Class C |
30,000 |
||||||
|
Class I |
126,866,367 |
||||||
|
Class M |
30,000 |
||||||
|
Reinvestment of distributions: |
|||||||
|
Class A |
2,631 |
||||||
|
Class C |
935 |
||||||
|
Class I |
1,211,721 |
||||||
|
Class M |
979 |
||||||
|
Cost of shares repurchased: |
|||||||
|
Class I |
(1,998,386 |
) |
|||||
|
Net increase (decrease) in net assets from capital transactions |
127,043,021 |
||||||
|
TOTAL INCREASE (DECREASE) IN NET ASSETS |
131,250,261 |
||||||
|
NET ASSETS |
|||||||
|
Beginning of period2 |
$ |
100,000 |
|||||
|
End of period |
$ |
131,350,261 |
|||||
|
CAPITAL SHARE TRANSACTIONS |
|||||||
|
Shares sold: |
|||||||
|
Class A |
88,490 |
||||||
|
Class C |
3,000 |
||||||
|
Class I |
12,360,028 |
||||||
|
Class M |
3,000 |
||||||
|
Shares reinvested: |
|||||||
|
Class A |
258 |
||||||
|
Class C |
92 |
||||||
|
Class I |
118,990 |
||||||
|
Class M |
96 |
||||||
|
Shares repurchased: |
|||||||
|
Class I |
(191,142 |
) |
|||||
|
Net increase (decrease) in capital share transactions |
12,382,812 |
||||||
1 Commencement of operations.
2 The total initial seed share purchase made on January 26, 2023 of $100,000 included 10,000 shares purchased at $10 per share.
See accompanying Notes to Financial Statements.
CALAMOS AKSIA ALTERNATIVE CREDIT AND INCOME FUND ANNUAL REPORT
14
Statement of Cash Flows
|
FOR THE PERIOD JUNE 8, 20231 THROUGH MARCH 31, 2024 |
|||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|||||||
|
Net increase/(decrease) in net assets from operations |
$ |
6,331,835 |
|||||
|
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities: |
|||||||
|
Purchases of long-term portfolio investments |
(132,652,544 |
) |
|||||
|
Sales of long-term portfolio investments |
10,083,760 |
||||||
|
Purchase/Sales of short-term investments—net |
(666,952 |
) |
|||||
|
Purchase of short-term portfolio investments |
(8,755,196 |
) |
|||||
|
Sales of short-term portfolio investments |
3,155,151 |
||||||
|
Net amortization of premium and accretion of discount on investments |
(99,533 |
) |
|||||
|
Net realized gain (loss) from investments |
(9,642 |
) |
|||||
|
Net realized gain (loss) from foreign currency transactions |
(152,067 |
) |
|||||
|
Net change in unrealized appreciation/(depreciation) on investments |
(1,667,744 |
) |
|||||
|
Net change in unrealized appreciation/(depreciation) on foreign currency translations |
(12,175 |
) |
|||||
|
Net change in unrealized appreciation/(depreciation) on forward currency exchange contracts |
(159,375 |
) |
|||||
|
Net change in assets and liabilities: |
|||||||
|
(Increase)/decrease in assets: |
|||||||
|
Investments sold |
(110,936 |
) |
|||||
|
Accrued interest |
(1,331,947 |
) |
|||||
|
Other assets |
(92,027 |
) |
|||||
|
Increase/(decrease) in liabilities: |
|||||||
|
Interest on secured credit facility (Note 2) |
14,096 |
||||||
|
Investment Advisory fees |
149,024 |
||||||
|
Distribution fees (Note 3) |
253 |
||||||
|
Other accounts payable and accrued liabilities |
393,582 |
||||||
| Net cash provided by/(used in) operating activities |
(125,582,437 |
) |
|||||
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|||||||
|
Proceeds from shares sold, net of change in receivable |
126,421,204 |
||||||
|
Distributions paid to shareholders, net of reinvestments |
(908,329 |
) |
|||||
|
Cost of shares repurchased |
(1,998,386 |
) |
|||||
|
Payments on secured credit facility (Note 2) |
(19,082,644 |
) |
|||||
|
Proceeds from secured credit facility (Note 2) |
27,600,000 |
||||||
| Net cash provided by/(used in) financing activities |
132,031,845 |
||||||
|
Net increase/(decrease) in cash and foreign currency |
6,449,408 |
||||||
|
Effect of foreign exchange rate changes on cash |
(7,251 |
) |
|||||
|
Cash and foreign currency at beginning of period |
100,000 |
||||||
|
Cash and foreign currency at end of period |
$ |
6,542,157 |
|||||
|
Supplemental disclosure |
|||||||
|
Cash paid for interest on credit facility during the period was $257,877. |
|||||||
|
Cash paid for interest on subsequent close during the period was $27,648. |
|||||||
|
Non-cash financing activities not included herein consist of $1,216,266 of reinvested dividends. |
|||||||
1 Commencement of operations.
See accompanying Notes to Financial Statements.
15
Financial Highlights
Selected data for a share outstanding throughout each period were as follows:
|
FOR THE PERIOD JUNE 8, 2023* THROUGH MARCH 31, 2024 |
|||||||||||||||||||
|
CLASS A |
CLASS C |
CLASS I |
CLASS M |
||||||||||||||||
|
Net asset value, beginning of period |
$ |
10.00 |
$ |
10.00 |
$ |
10.00 |
$ |
10.00 |
|||||||||||
|
Income from investment operations: Net investment income (loss)1 |
0.75 |
0.68 |
0.77 |
0.70 |
|||||||||||||||
|
Net realized and unrealized gain (loss) |
0.20 |
0.21 |
0.19 |
0.20 |
|||||||||||||||
|
Total from investment operations |
0.95 |
0.89 |
0.96 |
0.90 |
|||||||||||||||
|
Less distributions from: Net investment income |
(0.35 |
) |
(0.31 |
) |
(0.36 |
) |
(0.32 |
) |
|||||||||||
|
Net realized gain2 |
(0.00 |
) |
(0.00 |
) |
(0.00 |
) |
(0.00 |
) |
|||||||||||
|
Total distributions |
(0.35 |
) |
(0.31 |
) |
(0.36 |
) |
(0.32 |
) |
|||||||||||
|
Net asset value, end of period |
$ |
10.60 |
$ |
10.58 |
$ |
10.60 |
$ |
10.58 |
|||||||||||
|
TOTAL RETURN3,4 |
9.71 |
% |
9.04 |
% |
9.83 |
% |
9.29 |
% |
|||||||||||
|
RATIOS TO AVERAGE NET ASSETS |
|||||||||||||||||||
|
Ratio of expenses (excluding interest expense): Before fees waived and expenses absorbed5 |
2.89 |
% |
3.62 |
% |
2.69 |
% |
3.37 |
% |
|||||||||||
|
After fees waived and expenses absorbed5 |
1.75 |
% |
2.50 |
% |
1.50 |
% |
2.25 |
% |
|||||||||||
|
Ratio of net investment income (loss) (excluding interest expense): Before fees waived and expenses absorbed5 |
7.15 |
% |
6.42 |
% |
7.36 |
% |
6.67 |
% |
|||||||||||
|
After fees waived and expenses absorbed5 |
8.30 |
% |
7.55 |
% |
8.55 |
% |
7.80 |
% |
|||||||||||
|
Ratio of expenses (including interest expense): Before fees waived and expenses absorbed5 |
3.48 |
% |
4.21 |
% |
3.27 |
% |
3.96 |
% |
|||||||||||
|
After fees waived and expenses absorbed5 |
2.34 |
% |
3.09 |
% |
2.09 |
% |
2.84 |
% |
|||||||||||
|
Ratio of net investment income (loss) (including interest expense): Before fees waived and expenses absorbed5 |
7.75 |
% |
7.02 |
% |
7.96 |
% |
7.27 |
% |
|||||||||||
|
After fees waived and expenses absorbed5 |
8.89 |
% |
8.14 |
% |
9.14 |
% |
8.39 |
% |
|||||||||||
|
SUPPLEMENTAL DATA: |
|||||||||||||||||||
|
Net assets, end of period (in thousands) |
$ |
940 |
$ |
33 |
$ |
130,342 |
$ |
33 |
|||||||||||
|
Portfolio turnover rate4 |
17 |
% |
17 |
% |
17 |
% |
17 |
% |
|||||||||||
|
SENIOR SECURITIES: |
|||||||||||||||||||
|
Total amount outstanding (000's omitted) Secured credit facility |
$ |
8,500 |
$ |
8,500 |
$ |
8,500 |
$ |
8,500 |
|||||||||||
|
Asset coverage per $1,000 of borrowings: Secured credit facility6 |
$ |
16,453 |
$ |
16,453 |
$ |
16,453 |
$ |
16,453 |
|||||||||||
* Commencement of operations.
1 Based on average shares outstanding for the period.
2 Amount represents less than $0.01 per share.
3 Total return would have been lower had fees not been waived or absorbed by the Advisor. These returns do not reflect the deduction of taxes that a shareholder would pay on the Fund distributions or redemption of Fund shares.
4 Not annualized.
5 Annualized.
6 Calculated by subtracting the Fund's total liabilities (not including borrowings) from the Fund's total assets and dividing this by the total number of senior indebtedness units, where one unit equals $1,000 of senior indebtedness.
CALAMOS AKSIA ALTERNATIVE CREDIT AND INCOME FUND ANNUAL REPORT
16
Notes to Financial Statements
Note 1 — Organization
Calamos Aksia Alternative Credit and Income Fund (the "Fund") was organized as a Delaware statutory trust on June 24, 2022. The Fund is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a non-diversified, closed-end management investment company and operates as an interval fund, commencing operations on June 8, 2023. The Fund's investment adviser is Calamos Advisors LLC (the "Advisor" or "Calamos") and the Fund's sub-advisor is Aksia LLC (the "Sub-Advisor" or "Aksia" and together, the "Advisors"). The Advisor and the Sub-Advisor are each registered as an investment adviser with the U.S. Securities and Exchange Commission (the "SEC") under the Investment Advisers Act of 1940, as amended (the "Advisers Act").
The SEC has granted the Fund exemptive relief permitting the Fund to offer multiple classes of shares. The Fund offers four separate classes of shares of beneficial interest ("Shares") designated as Class A ("Class A Shares"), Class C ("Class C Shares"), Class I ("Class I Shares") and Class M ("Class M Shares"). An investment in any Share class of the Fund represents an investment in the same assets of the Fund. However, the purchase restrictions and ongoing fees and expenses for each Share class are different.
The Fund's investment objectives are to seek attractive risk-adjusted returns and high current income. The Fund seeks to achieve its investment objectives by primarily investing across the private credit asset class ("Private Credit"), with the remainder of the Fund's assets invested in one or more liquid alternative investment strategies, which seek to outperform cash yields.
Note 2 — Significant Accounting Policies
Basis of Preparation and Use of Estimates
The Fund is an investment company and follows the accounting and reporting guidance under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 946, Financial Services — Investment Companies. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The preparation of the financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from these estimates.
Valuation of Investments
The Fund's net asset value ("NAV") per Share is determined daily by the Advisor as of the close of business on each day the New York Stock Exchange ("NYSE") is open for trading or at such other times as the Board may determine. In accordance with the procedures approved by the Board, the NAV per outstanding Share of beneficial interest is determined, on a class-specific basis, by dividing the value of total assets minus liabilities by the total number of Shares outstanding.
The Board has designated the Advisor as its Valuation Designee to perform fair valuation determinations for the Fund with respect to all Fund investments. The Board oversees the Advisor in its role as Valuation Designee and has approved valuation policy for the Fund (the "Valuation Policy") and the Advisor's valuation procedures (the "Valuation Procedures"). The Advisor, as Valuation Designee, has formed a separate valuation committee (the "Valuation Committee") for determining the fair value of the Fund's investments. The Valuation Committee oversees the implementation of the Valuation Procedures and may consult with representatives from the Fund's outside legal counsel or other third-party consultants in their discussions and deliberations. The Valuation Committee is composed of individuals affiliated with the Advisor.
The Advisor, including through the Valuation Committee, conducts the valuation determinations, provides primary day-to-day oversight of valuation of the Fund's investments and acts in accordance with the Valuation Procedures as approved by the Board. The Fund's investment portfolio is valued in accordance with the Valuation Policies and Valuation Procedures.
The Advisor values securities/instruments traded in active markets on the measurement date by multiplying the closing price of such traded securities/instruments by the quantity of shares or amount of the instrument held. The Advisor values securities/instruments that are not actively traded but whose fair value can be determined based on other observable market data using a price determined by an approved independent pricing vendor.
For securities/instruments with significant unobservable fair value inputs, the valuation approach may vary by security/instrument but may include discounted cash flow analysis, comparable public market valuations and comparable
17
Notes to Financial Statements
transaction valuations. Factors that might materially impact the value of an investment (e.g., operating results, financial condition, achievement of milestones, economic and/or market events and recent sales prices) may be considered. The factors and methodologies used for the valuation of such securities/instruments are not necessarily an indication of the risks associated with investing in those securities/instruments nor can it be assured that the Fund can realize the fair value assigned to an instrument/security if it were to sell the instrument/security. Because such valuations are inherently uncertain, they often reflect only periodic information received by the Advisor about such companies' financial condition and/or business operations, which may be on a lagged basis and therefore fluctuate over time and can be based on estimates. Determinations of fair value may differ materially from the values that would have been used if an exchange-traded market for these instruments/securities existed.
The Advisor may engage one or more independent valuation firms to perform procedures, including providing input about calculation models or providing assurance on the concluded fair values for individual investments held by the Fund. Such independent third-party pricing services and independent third-party valuation services may be utilized by the Advisor to verify valuation models pursuant to the Fund's valuation policy at such timing intervals as the Advisor may deem appropriate.
Primary and secondary investments in private markets funds are generally valued based on the latest NAV reported by the third-party fund manager. If the NAV of an investment in a private markets fund is not available at the time the Fund is calculating its NAV, the Fund will review any cash flows since the reference date of the last NAV for a private markets fund received by the Fund from a third-party manager until the determination date are recognized by (i) adding the nominal amount of the investment related capital calls and (ii) deducting the nominal amount of investment related distributions from the NAV as reported by the third-party fund manager.
Notwithstanding the above, managers of primary and secondary investments in private markets funds may adopt a variety of valuation bases and provide differing levels of information where there will generally be no liquid markets for such investments. Consequently, there are inherent difficulties in determining the fair value that cannot be eliminated. None of the Valuation Committee, the Board, the Advisor or the Sub-Advisor will be able to confirm independently the accuracy of valuations provided by these investments in private market funds (which are generally unaudited). Due to the inherent uncertainty in determining the fair value of investments for which market values are not readily available, the fair value of these investments may fluctuate from period to period. In addition, such fair value may differ materially from the values that may have been used had a ready market existed for such investments and may significantly differ from the value ultimately realized by the Fund.
If the Advisor reasonably believes an opinion from an independent valuation firm or pricing vendor is inaccurate or unreliable, the Advisor's Valuation Committee will determine a good-faith fair valuation for the impacted investment. The Advisor's Valuation Committee, who is solely responsible for the determination of the fair value of the investments, will consider all available information at its disposal prior to making a valuation determination, including information or opinions from third-party firms.
Investment Transactions and Related Investment Income
Investment transactions are accounted for on a trade-date basis. However, for NAV determination, portfolio securities transactions are reflected no later than in the first calculation on the first business day following trade date. Interest income is recognized on an accrual basis and includes, where applicable, the amortization of premium, accretion of discount and loan origination fees using the effective interest method over the respective term of the loan. Upon the prepayment of a loan or security, any unamortized loan origination fees, original issue discount and market discount are recorded as interest income. The Fund records prepayment premiums as interest income when it receives such amounts.
Realized gains and losses on investment transactions are determined using cost calculated on a specific identification basis. Paydown gains and losses are recorded as an adjustment to interest income in the Statement of Operations. Some or all of the interest payments of a loan or preferred equity may be structured in the form of Paid-in-kind ("PIK"), which accrues to cost and principal on a current basis but is generally not paid in cash until maturity or some other determined payment date. Interest payments structured in the form of PIK are subject to the risk that a borrower could default when actual cash interest or principal payments are due. Dividends are recorded on the ex-dividend date. Distributions from private investments that represent returns of capital in excess of cumulative profits and losses are credited to investment cost rather than investment income.
CALAMOS AKSIA ALTERNATIVE CREDIT AND INCOME FUND ANNUAL REPORT
18
Notes to Financial Statements
Federal Income Taxes
The Fund intends to qualify annually as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended. As so qualified, the Fund will not be subject to federal income tax to the extent it distributes substantially all of its net investment income and capital gains to shareholders. Therefore, no federal income tax provision is required. Due to the timing of dividend distributions and the differences in accounting for income and realized gains and losses for financial statement and federal income tax purposes, the fiscal year in which amounts are distributed may differ from the year in which the income and realized gains and losses are recorded by the Fund.
For Federal Income tax purposes, the Fund utilizes a tax year end of September 30. Accordingly, the tax components included herein are based on tax attributes as of September 30, 2023.
At March 31, 2024, gross unrealized appreciation and depreciation of investments owned by the Fund, based on cost for federal income tax purposes were as follows:
|
Cost of investments |
$ |
130,360,929 |
|||||
|
Gross unrealized appreciation |
$ |
1,871,868 |
|||||
|
Gross unrealized depreciation |
(204,124 |
) |
|||||
|
Net unrealized appreciation on investments |
$ |
1,667,744 |
|||||
U.S. GAAP requires that certain components of net assets be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. For the year ended September 30, 2023, permanent differences in book and tax accounting have been reclassified to paid in capital and total distributable earnings as follows:
|
INCREASE (DECREASE) |
|||||||
|
PAID IN CAPITAL |
ACCUMULATED DISTRIBUTABLE EARNINGS |
||||||
|
$ |
— |
$ |
— |
||||
As of September 30, 2023, the components of accumulated distributable earnings (deficit) on a tax basis were as follows:
|
Undistributed ordinary income |
$ |
786,567 |
|||||
|
Undistributed long-term capital gains |
— |
||||||
| Total undistributable earnings |
786,567 |
||||||
|
Accumulated capital and other losses |
— |
||||||
|
Net unrealized appreciation (depreciation) on investments |
(30 |
) |
|||||
|
Total accumulated distributable earnings (deficit) |
$ |
786,537 |
|||||
During the period from the commencement of the Fund's operations on June 8, 2023 through the tax year ended September 30, 2023 the Fund had non-expiring capital loss carryforwards as follows:
|
Short-term |
$ |
— |
|||||
|
Long-term |
|||||||
|
Total |
$ |
— |
|||||
For the tax year ended September 30, 2023 the Fund did not pay any distributions.
For the fiscal year ended March 31, 2024 the Fund paid dividends as follows:
|
Distributions paid from: |
|||||||
|
Ordinary income |
$ |
2,124,595 |
|||||
|
Total distributions paid |
$ |
2,124,595 |
|||||
The tax character of these distributions will be determined based on the tax year ended September 30, 2024.
During the tax year ended September 30, 2023, the fund had no capital loss carryovers and as such utilized $0 of short-term and $0 of long-term non-expiring capital loss carryforwards, respectively.
19
Notes to Financial Statements
Accounting for Uncertainty in Income Taxes (the "Income Tax Statement") requires an evaluation of tax positions taken (or expected to be taken) in the course of preparing a Fund's tax returns to determine whether these positions meet a "more-likely-than-not" standard that, based on the technical merits, have a more than fifty percent likelihood of being sustained by a taxing authority upon examination. A tax position that meets the "more-likely-than-not" recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations.
The Income Tax Statement requires management of the Fund to analyze tax positions taken in the prior three open tax years, if any, and tax positions expected to be taken in the Fund's current tax year, as defined by the IRS statute of limitations for all major jurisdictions, including federal tax authorities and certain state tax authorities. For the period from the commencement of the Fund's operations on June 8, 2023 through March 31, 2024, the Fund did not have a liability for any unrecognized tax benefits. The Fund has no examination in progress and is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
Distributions to Shareholders
Distributions are paid at least quarterly on the Shares in amounts representing substantially all of the Fund's net investment income, if any, earned each year. The Fund determines annually whether to distribute any net realized long-term capital gains in excess of net realized short-term capital losses (including capital loss carryover); however, it may distribute any excess annually to its shareholders.
The exact amount of distributable income for each fiscal year can only be determined at the end of the Fund's fiscal year, March 31. Under Section 19 of the 1940 Act, the Fund is required to indicate the sources of certain distributions to shareholders. The estimated distribution composition may vary from quarter to quarter because it may be materially impacted by future income, expenses and realized gains and losses on securities and fluctuations in the value of the currencies in which Fund assets are denominated.
Foreign Currency and Exchange
The Fund's Shares are denominated in U.S. dollars and will be issued in U.S. dollars. A portion of the Fund's investments (and the income and gains received by the Fund in respect of such investments) may be denominated in currencies other than the U.S. dollar. However, the books of the Fund will be maintained, and contributions to and distributions from the Fund will generally be made, in U.S. dollars. Accordingly, changes in foreign currency exchange rates and exchange controls may materially adversely affect the value of the investments and the other assets of the Fund. For example, any significant depreciation in the exchange rate of the Euro, or any other currency in which the Fund makes investments, against the U.S. dollar, could adversely affect the value of dividends or proceeds on investments denominated in the Euro or such other currencies. In addition, the Fund will incur costs, which may be significant, in connection with the conversion of various currencies. The Advisors generally intend to hedge the foreign currency exposure of the Fund; however, the Fund will necessarily be subject to foreign exchange risks. In addition, prospective investors whose assets and liabilities are predominantly in other currencies should take into account the potential risk of loss arising from fluctuations in value between U.S. dollars and such other currencies. The Fund may enter into forward contracts to hedge exchange risk exposure.
Forward Foreign Currency Exchange Contracts
The Fund may utilize forward foreign currency exchange contracts ("forward contracts") under which they are obligated to exchange currencies on specified future dates at specified rates and are subject to the translations of foreign exchange rates fluctuations. All contracts are "marked-to-market" daily and any resulting unrealized gains or losses are recorded as unrealized appreciation or depreciation on foreign currency translations. The Fund records realized gains or losses at the time the forward contract is settled. Counterparties to these forward contracts are major U.S. financial institutions. Forward foreign currency exchange contracts outstanding at period end, if any, are listed after the Fund's Schedule of Investments.
Collateralized Loan Obligations and Collateralized Debt Obligations
The Fund may invest in Collateralized Loan Obligations ("CLOs") and Collateralized Debt Obligations ("CDOs"). CLOs and CDOs are created by the grouping of certain private loans and other lender assets/collateral into pools. A sponsoring organization establishes a special purpose vehicle to hold the assets/collateral and issue securities. Interests in these pools are sold as individual securities. Payments of principal and interest are passed through to investors and are typically supported by some form of credit enhancement, such as a letter of credit, surety bond, limited guaranty or senior/subordination.
CALAMOS AKSIA ALTERNATIVE CREDIT AND INCOME FUND ANNUAL REPORT
20
Notes to Financial Statements
Payments from the asset pools may be divided into several different tranches of debt securities, offering investors various maturity and credit risk characteristics. Some tranches entitled to receive regular installments of principal and interest, other tranches entitled to receive regular installments of interest, with principal payable at maturity or upon specified call dates, and other tranches only entitled to receive payments of principal and accrued interest at maturity or upon specified call dates. Different tranches of securities will bear different interest rates, which may be fixed or floating.
CLOs and CDOs are typically privately offered and sold, and thus, are not registered under the securities laws, which means less information about the security may be available as compared to publicly offered securities and only certain institutions may buy and sell them. As a result, investments in CLOs and CDOs may be characterized by the Fund as illiquid securities. An active dealer market may exist for CLOs and CDOs that can be resold in Rule 144A transactions, but there can be no assurance that such a market will exist or will be active enough for the Fund to sell such securities.
Private Investment Funds
The Fund may also invest in private investment funds (i.e., investment funds that would be investment companies but for the exemptions under Section 3(c)(1), 3(c)(5)(C) or 3(c)(7) of the 1940 Act) that invest or trade in a wide range of securities. When the Fund invests in securities issued by private investment funds, it will bear its pro rata portion of the private funds' expenses. These expenses are in addition to the direct expenses of the Fund's own operations, thereby increasing indirect costs and potentially reducing returns to Shareholders. A private investment fund in which the Fund invests has its own investment risks, and those risks can affect the value of the private investment fund's shares and therefore the value of the Fund's investments. There can be no assurance that the investment objective of a private investment fund will be achieved. A private investment fund may change its investment objective or policies without the Fund's approval, which could force the Fund to withdraw its investment from such private investment fund at a time that is unfavorable to the Fund. In addition, one private investment fund may buy the same securities that another private investment fund sells. Therefore, the Fund would indirectly bear the costs of these trades without accomplishing any investment purpose.
Subsequent closings for closed-end private investment funds afford such funds the option to launch the fund as soon as they have secured enough soft commitments and allow the general partner to increase the speed of the fund to take advantage of investments in the market. Rebalancing or equalization occurs each time capital is called after each subsequent closing has occurred and is the process of truing-up all investors as if they had joined the fund during the initial closing. For the period from the commencement of the Fund's operations on June 8, 2023 through March 31, 2024, the Fund experienced equalization and resulted in the interest expense of $27,648, as noted in the Statement of Operations and Statement of Cash Flows as Interest on subsequent close of private investment funds.
Participations and Assignments
The Fund may acquire interests in loans either directly (by way of original issuance, sale or assignment) or indirectly (by way of participation). The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt obligation; however, its rights can be more restricted than those of the assigning institution. Participation interests in a portion of a debt obligation typically result in a contractual relationship only with the institution participating in the interest, not with the borrower. In purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights of set-off against the borrower, and the Fund may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, the Fund will assume the credit risk of both the borrower and the institution selling the participation.
Commitments and Contingencies
In the normal course of business, the Fund's investment activities involve executions, settlement and financing of various transactions resulting in receivables from, and payables to, brokers, counterparties, debt agents, borrowers, private investment funds, or other parties and the Fund's custodian. These activities may expose the Fund to risk in the event that such parties are unable to fulfill contractual obligations. Management does not anticipate any material losses from parties with whom it conducts business.
Commercial loans purchased by the Fund (whether through participations or as a lender of record) may be structured to include both term loans, which are generally fully funded at the time of investment, and unfunded loan commitments, which are contractual obligations for future funding. Unfunded loan commitments may include revolving corporate loans and delayed draw term loans, which may obligate the Fund to supply additional cash to the borrower on demand, representing a potential financial obligation by the Fund in the future. The Fund may receive a commitment fee based on the undrawn
21
Notes to Financial Statements
portion of such unfunded loan commitments. The commitment fee is typically set as a percentage of the commitment amount. Commitment fees are processed as income when received and are part of the interest income in the Statements of Operations. As of March 31, 2024, the Fund received $44,368 in commitment fees. As of March 31, 2024, the Fund had unfunded loan commitments as noted in the Schedule of Investments with a total principal amount of $15,742,313 and a Fair Value amount of ($239,461) representing (0.18)% of net assets. The negative fair value, if applicable, is due to the discount received in excess of the principal amount of the unfunded commitment.
|
BORROWER |
TYPE |
PRINCIPAL AMOUNT |
FAIR VALUE |
||||||||||||
|
400 NE 2nd Street Owner LLC |
First Mortgage Delay Draw |
$ |
2,185 |
$ |
(1 |
) |
|||||||||
|
Accuserve Solutions, Inc. |
2024 First Lien-Last Out Delay Draw |
2,961,956 |
(44,429 |
) |
|||||||||||
|
Accuserve Solutions, Inc. |
Unitranche Revolver |
195,652 |
(67,174 |
) |
|||||||||||
|
Ambient Enterprises Holdco LLC |
First Lien Delay Draw |
86,471 |
(22 |
) |
|||||||||||
|
Ambient Enterprises Holdco LLC |
First Lien Revolver |
297,872 |
(2,681 |
) |
|||||||||||
|
Arrow Buyer, Inc. |
First Lien Delay Draw |
133,367 |
403 |
||||||||||||
|
Betterment Holdings, Inc. |
First Lien Delay Draw |
769,231 |
(1,038 |
) |
|||||||||||
|
Clarience Technologies LLC |
Unitranche Delay Draw |
266,667 |
(2,667 |
) |
|||||||||||
|
Clarience Technologies LLC |
Unitranche Revolver |
257,778 |
(2,578 |
) |
|||||||||||
|
Clear SPV V US L.P. |
First Lien Delay Draw |
618,200 |
(20,825 |
) |
|||||||||||
|
Cor Leonis Limited |
First Lien Revolver |
301,787 |
(302 |
) |
|||||||||||
|
Corsair Blade IV (Luxembourg) S.A.R.L. |
Unitranche Revolver |
1,921,885 |
(20,133 |
) |
|||||||||||
|
Crown Finance US, Inc. |
First Lien Revolver |
1,058,000 |
(9,522 |
) |
|||||||||||
|
DTH 215 Venture, LLC |
First Mortgage Delay Draw |
8,993 |
— |
||||||||||||
|
Enverus Holdings, Inc. |
First Lien Delay Draw |
88,137 |
(222 |
) |
|||||||||||
|
Enverus Holdings, Inc. |
First Lien Revolver |
135,135 |
(1,351 |
) |
|||||||||||
|
ERS Holdings LLC |
First Lien Delay Draw |
2,000,000 |
(30,000 |
) |
|||||||||||
|
FB FLL Aviation LLC |
First Lien Delay Draw |
488,000 |
(10,736 |
) |
|||||||||||
|
Freya US Finco LLC |
First Lien Delay Draw |
245,614 |
(1,617 |
) |
|||||||||||
|
Galway Borrower, LLC |
First Lien Delay Draw |
594,000 |
600 |
||||||||||||
|
Gerson Lehrman Group, Inc. |
First Lien Revolver |
143,819 |
— |
||||||||||||
|
Honeycomb Private Holdings II, LLC |
First Lien Delay Draw |
342,241 |
(2,241 |
) |
|||||||||||
|
Icefall Parent, Inc. |
First Lien Revolver |
260,870 |
(5,217 |
) |
|||||||||||
|
LJ Avalon Holdings LLC |
First Lien Delay Draw |
42,769 |
150 |
||||||||||||
|
LJ Avalon Holdings LLC |
First Lien Revolver |
110,837 |
— |
||||||||||||
|
Medical Device, Inc. |
First Lien Revolver |
55,556 |
(417 |
) |
|||||||||||
|
More Cowbell II LLC |
First Lien Delay Draw |
108,068 |
(163 |
) |
|||||||||||
|
More Cowbell II LLC |
First Lien Revolver |
115,418 |
(1,039 |
) |
|||||||||||
|
OSR Intermediate LLC |
First Lien Delay Draw |
528,000 |
— |
||||||||||||
|
OSR Intermediate LLC |
First Lien Revolver |
800,000 |
(8,000 |
) |
|||||||||||
|
Revelstoke Bidco Limited |
First Lien Delay Draw |
368,441 |
(4,489 |
) |
|||||||||||
|
Salute Mission Critical LLC |
First Lien Revolver |
135,364 |
— |
||||||||||||
|
Southern Graphics Inc. |
First Lien Revolver |
300,000 |
(3,750 |
) |
|||||||||||
|
Total: |
$ |
15,742,313 |
$ |
(239,461 |
) |
||||||||||
Repurchase Offers
To provide Shareholders with limited liquidity, the Fund is structured as an "interval fund" and intends to conduct quarterly repurchase offers for between 5% and 25% of the Fund's outstanding shares at NAV, pursuant to Rule 23c-3 under the 1940 Act. Under normal market conditions, the Fund currently intends to repurchase 5% of its outstanding Shares at NAV on a quarterly basis. The offer to purchase Shares is a fundamental policy that may not be changed without the vote of the holders of a majority of the Fund's outstanding voting securities as defined in the 1940 Act.
CALAMOS AKSIA ALTERNATIVE CREDIT AND INCOME FUND ANNUAL REPORT
22
Notes to Financial Statements
Borrowing, Use of Leverage
On July 17, 2023, the Fund entered into a senior secured credit facility (the "Secured Credit Facility") with PNC Capital Markets LLC as a lead arranger, PNC Bank, National Association ("PNC") as administrative agent and syndication agent and with certain lenders from time to time as parties thereto (the "Lenders"). The Secured Credit Facility provides for borrowings on a committed basis in an aggregate principal amount up to $25,000,000, which amount may be increased from time to time upon mutual agreement by the parties, not to exceed $50,000,000. The Secured Credit Facility matures on July 15, 2024. As of March 31, 2024, the Fund had an outstanding principal balance under the Secured Credit Facility, in the amount of $8,500,000.
For the period from the commencement of the Secured Credit Facility on July 17, 2023 through March 31, 2024, the average balance outstanding, maximum amount borrowed and weighted average interest rate under the Secured Credit Facility were $2,795,367, $11,000,000 and 7.93%, respectively, for the 259 days the Secured Credit Facility was used. In addition, the interest rate as of March 31, 2024 on the Secured Credit Facility was 7.93%. For the period from the commencement of the Secured Credit Facility on July 17, 2023 through March 31, 2024, the interest expense was $239,404. The Fund records loan origination and other expenses related to its debt obligations as debt issuance costs. These expenses are deferred and amortized over the life of the Secured Credit Facility. Debt issuance costs are presented on the statement of assets and liabilities as a direct deduction from the debt liability. The Fund pays loan origination fees (also known as commitment fees) in connection with securing and renewing the Secured Credit Facility. These fees are expensed over the corresponding term of the Secured Credit Facility on a straight line basis and not inclusive of the expense limitation agreement discussed below. For the period from the commencement of the Secured Credit Facility on July 17, 2023 through March 31, 2024, debt issuance costs were $25,000. For the period from the commencement of the Secured Credit Facility on July 17, 2023 through March 31, 2024, unamortized debt issuance costs were $6,519.
The use of leverage increases both risk of loss and profit potential. The Fund is subject to the 1940 Act requirement that an investment company satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed, measured at the time the investment company incurs the indebtedness. This means that at any given time the value of the Fund's total indebtedness may not exceed one-third the value of its total assets (including such indebtedness). The interests of persons with whom the Fund enters into leverage arrangements will not necessarily be aligned with the interests of the Fund's shareholders and such persons will have claims on the Fund's assets that are senior to those of the Fund's shareholders. In addition to the risks created by the Fund's use of leverage, the Fund is subject to the additional risk that it would be unable to timely, or at all, obtain leverage borrowing. The Fund might also be required to de-leverage, selling securities at a potentially inopportune time and incurring tax consequences. Further, the Fund's ability to generate income from the use of leverage would be adversely affected.
Note 3 — Investment Advisory and Other Agreements
The Fund has entered into an investment advisory agreement, (the "Investment Advisory Agreement"), by and between the Fund and the Advisor, and in consideration of the advisory services provided by the Advisor to the Fund, the Advisor is entitled to an investment management fee (the "Investment Management Fee") payable monthly in arrears and accrued daily based upon the Fund's average daily net assets at an annual rate of 1.25%. In addition, pursuant to the sub-advisory agreement between the Advisor and Aksia (the "Sub-Advisory Agreement"), the Advisor pays Aksia a sub-advisory fee (the "Sub-Advisory Fee") payable monthly in arrears and accrued daily based upon the Fund's average daily net assets at an annual rate of 0.625%. The Investment Management Fee paid to the Advisor will be paid out of the Fund's assets and the Sub-Advisory Fee will be paid by the Advisor out of its Investment Management Fee.
The Advisor, the Sub-Advisor and the Fund have entered into the Expense Limitation Agreement under which the Advisor and Sub-Advisor have agreed contractually, for a three-year period from April 28, 2023, to reimburse on a 50/50 basis certain other expenses incurred in the business of the Fund, calculated and reimbursed on a Class-by-Class basis in respect of each of Class A, Class C, Class I and Class M, with the exception of (i) the Investment Management Fee, (ii) the Shareholder Servicing Fee, (iii) the Distribution Fee (as defined herein), (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 discretion of the Advisor and Sub- Advisor), to the extent that such expenses exceed 0.25% of the average daily net assets of such class (the "Expense Cap").
23
Notes to Financial Statements
In consideration of the Advisor's and Sub-Advisor's agreement to reimburse certain of the Fund's other expenses on a 50/50 basis, the Fund has agreed to repay the Advisor and Sub-Advisor on a 50/50 basis a Reimbursement Amount in respect of each of Class A, Class I and Class M subject to the limitation that a reimbursement will be made only if and to the extent that: (i) it is payable not more than three years from the date on which the applicable waiver or expense payment was made by the Advisor and Sub-Advisor; and (ii) the Reimbursement Amount does not cause the Fund's total annual operating expenses (on an annualized basis and net of any reimbursements received by the Fund during such fiscal year) during the applicable quarter to exceed the Expense Cap of such class. The Reimbursement Amount for a class of Shares will not cause Fund expenses in respect of that class to exceed the Expense Cap either (i) at the time of the waiver or (ii) at the time of reimbursement. The Expense Limitation Agreement will remain in effect for a three-year period from April 28, 2023, unless and until the Board approves its modification or termination. Thereafter, the Expense Limitation Agreement may be renewed annually with the written agreement of the Advisor, the Sub-Advisor, and the Fund.
For the period from the commencement of the Fund's operations on June 8, 2023 through March 31, 2024, the Advisor and Sub-Advisor waived their fees and absorbed other expenses totaling $589,825. For a period not to exceed three years from the date on which advisory fees are waived or Fund expenses absorbed by the Advisor and Sub-Advisor, the Advisor and Sub-Advisor may recoup amounts waived or absorbed, provided it is able to effect such recoupment and remain in compliance with (a) the limitation on Fund expenses in effect at the time of the relevant reduction in advisory fees or payment of the Fund's expenses, and (b) the limitation on Fund expenses at the time of the recoupment. At March 31, 2024, the amount of these potentially recoverable expenses was $589,825. Waived fees and absorbed other expenses subject to potential recovery by month of expiration are as follows:
|
June 2026 - March 2027 |
$ |
589,825 |
|||||
The Fund has adopted a "Distribution and Shareholder Services Plan" with respect to its Class A, Class C and Class M Shares under which the Fund may compensate financial industry professionals for distribution-related expenses, if applicable, and providing ongoing services in respect of clients with whom they have distributed Shares of the Fund. Such services may include electronic processing of client orders, electronic fund transfers between clients and the Fund, account reconciliations with the Fund's transfer agent, facilitation of electronic delivery to clients of Fund documentation, monitoring client accounts for back-up withholding and any other special tax reporting obligations, maintenance of books and records with respect to the foregoing, and such other information and liaison services as the Fund or the Advisor may reasonably request. Under the Distribution and Shareholder Services Plan, the Fund, with respect to Class A, Class C and Class M, may incur expenses on an annual basis equal to 0.25%, 1.00% and 0.75%, respectively, of its average daily net assets. With respect to Class A Shares, the entire fee is characterized as a "shareholder service fee." With respect to Class C Shares, up to 0.25% of the fee is characterized as a "shareholder service fee" and the remaining portion is characterized as a "distribution fee." With respect to Class M Shares, the entire fee is characterized as a "distribution fee."
UMB Fund Services, Inc. (the "Administrator") serves as administrator, accounting agent and transfer agent to the Fund. Pursuant to the agreement with the Administrator, for the services rendered to the Fund by the Administrator, the Fund pays the Administrator the greater of an annual minimum fee or an asset based fee, which scales downward based upon net assets for fund administration, fund accounting and transfer agency services.
The Fund has entered into a Custody Agreement with UMB Bank, n.a. (the "Custodian"). Under the terms of this agreement, the Custodian will serve as custodian of the Fund's assets.
The Fund has entered into a distribution agreement with Calamos Financial Services, LLC to act as the distributor for the sale of Shares. Calamos Financial Services, LLC is an affiliate of Calamos Advisors LLC.
Note 4 — Fair Value of Investments
Fair Value — Definition
The Fund uses a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value
CALAMOS AKSIA ALTERNATIVE CREDIT AND INCOME FUND ANNUAL REPORT
24
Notes to Financial Statements
hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
• Level 1 — Valuations based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
• Level 2 — Valuations based on inputs, other than quoted prices included in Level 1, that are observable either directly or indirectly.
• Level 3 — Valuations based on inputs that are both significant and unobservable to the overall fair value measurement.
Investments in private investment funds measured based upon NAV as a practical expedient to determine fair value are not required to be categorized in the fair value hierarchy, however these amounts are shown in the table below under Net Asset Value in order to reconcile back to the Schedule of Investments.
The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including, for example, the type of investment whether the investment is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the investment. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement.
The inputs or methodology used for valuing investments are not an indication of the risk associated with investing in those investments. The following table summarizes the Fund's investments that are measured at fair value by level within the fair value hierarchy as of March 31, 2024:
|
LEVEL 1 |
LEVEL 2 |
LEVEL 3 |
NET ASSET VALUE |
TOTAL |
|||||||||||||||||||
|
Assets: |
|||||||||||||||||||||||
|
Investments, at fair value |
|||||||||||||||||||||||
|
Asset Backed Securities |
$ |
— |
$ |
1,671,407 |
$ |
— |
$ |
— |
$ |
1,671,407 |
|||||||||||||
|
Corporate Loans |
— |
9,792,757 |
101,212,164 |
— |
111,004,921 |
||||||||||||||||||
|
Private Investment Funds |
— |
— |
— |
12,646,378 |
12,646,378 |
||||||||||||||||||
|
Subordinated Debt |
— |
— |
6,011,233 |
— |
6,011,233 |
||||||||||||||||||
|
Warrants |
— |
— |
27,782 |
— |
27,782 |
||||||||||||||||||
|
Short-Term Investments |
666,952 |
— |
— |
— |
666,952 |
||||||||||||||||||
|
Total Investments, at fair value |
$ |
666,952 |
$ |
11,464,164 |
$ |
107,251,179 |
$ |
12,646,378 |
$ |
132,028,673 |
|||||||||||||
|
Assets: |
|||||||||||||||||||||||
|
Other Financial Instruments |
|||||||||||||||||||||||
|
Forward Contracts |
$ |
— |
$ |
159,375 |
$ |
— |
$ |
— |
$ |
159,375 |
|||||||||||||
|
Total Assets: |
$ |
666,952 |
$ |
11,623,539 |
$ |
107,251,179 |
$ |
12,646,378 |
$ |
132,188,048 |
|||||||||||||
25
Notes to Financial Statements
The following table presents the changes in assets and transfers in and out for investments that are classified in Level 3 of the fair value hierarchy for the period from the commencement of the Fund's operations on June 8, 2023 through March 31, 2024:
|
CORPORATE LOANS |
SUBORDINATED DEBT |
WARRANTS |
|||||||||||||
|
Balance as of June 8, 2023 (commencement of operations) |
$ |
— |
$ |
— |
$ |
— |
|||||||||
|
Transfers In |
— |
— |
— |
||||||||||||
|
Transfers Out |
— |
— |
— |
||||||||||||
|
Purchases |
111,903,868 |
6,056,401 |
0 |
||||||||||||
|
Sales/Paydowns |
(11,193,390 |
) |
— |
— |
|||||||||||
|
Realized Gains (Losses) |
15,262 |
— |
— |
||||||||||||
|
Original Issue Discount and Amendment Fees |
— |
— |
— |
||||||||||||
|
Accretion |
98,464 |
(1,816 |
) |
— |
|||||||||||
|
Change in Unrealized Appreciation (Depreciation) |
387,960 |
(43,352 |
) |
27,782 |
|||||||||||
|
Balance as of March 31, 2024 |
$ |
101,212,164 |
$ |
6,011,233 |
$ |
27,782 |
|||||||||
The following table summarizes the valuation techniques and significant unobservable inputs used for the Fund's investments that are categorized in Level 3 of the fair value hierarchy as of March 31, 2024.
|
INVESTMENTS |
FAIR VALUE |
VALUATION TECHNIQUE |
UNOBSERVABLE INPUTS |
RANGE OF INPUTS |
WEIGHTED AVERAGE* |
IMPACT ON VALUATION FROM AN INCREASE IN INPUT |
|||||||||||||||||||||
|
Corporate Loans |
$ |
74,508,289 |
Income Approach |
Discount Rates |
9.42 |
% to 17.56% |
11.58 |
% |
Decrease |
||||||||||||||||||
|
$ |
26,703,875 |
Other |
Recent Transaction Price |
98.00 |
to 100.00 |
98.147 |
Increase |
||||||||||||||||||||
|
Subordinated Debt |
$ |
6,011,233 |
Income Approach |
Discount Rates |
9.18 |
% to 14.13% |
11.16 |
% |
Decrease |
||||||||||||||||||
|
Warrants |
$ |
27,782 |
Other |
Revenue Multiple |
7.84 |
x to 7.84x |
7.84 |
x |
Increase |
||||||||||||||||||
|
Black Scholes Model |
Volatility |
60.00 |
% to 60.00% |
60.00 |
% |
Increase |
|||||||||||||||||||||
|
Risk-Free Interest Rate |
4.59 |
% to 4.59% |
4.23 |
% |
Increase |
||||||||||||||||||||||
|
Estimated Time to Exit (In years) |
2 |
to 2 |
N/A |
Increase |
|||||||||||||||||||||||
|
$ |
107,251,179 |
||||||||||||||||||||||||||
* The weighted average is calculated based on the fair value at March 31, 2024 for each Investment type and technique
Note 5 — Capital Stock
The Fund is authorized as a Delaware statutory trust to issue an unlimited number of Shares in one or more classes, with a par value of $0.001. The minimum initial investment by an investor in the Fund is $2,500 with respect to Class A Shares and Class C Shares, $1,000,000 for Class I Shares and $10,000 with respect to Class M Shares, which stated minimum may be reduced for certain investors. Investors purchasing Class A Shares may be charged a front-end sales load of up to 2.25% of the investor's net purchase. Class C Shares, Class I Shares and Class M Shares are not subject to front-end sales loads. While Class M Shares are not charged a front-end sales load, if you purchase Class M Shares through certain financial firms, they may directly charge you transaction or other fees in such amount as they may determine.
A shareholder whose Shares (or a portion thereof) are repurchased by the Fund will not be entitled to a return of any sales charge that was charged in connection with the shareholder's purchase of the Shares.
Pursuant to Rule 23c-3 under the 1940 Act, on a quarterly basis, the Fund offers shareholders holding all classes of shares the option of tendering shares at NAV. The Board determines the quarterly repurchase offer amount ("Repurchase Offer Amount"), which can be no less than 5% and no more than 25% of all shares of all classes outstanding on the repurchase request deadline. If shareholders tender more than the Repurchase Offer Amount, the Fund may, but is not required to, repurchase an additional amount of shares not to exceed 2% of all outstanding shares of the Fund on the repurchase request
CALAMOS AKSIA ALTERNATIVE CREDIT AND INCOME FUND ANNUAL REPORT
26
Notes to Financial Statements
deadline. If the Fund determines not to repurchase more than the Repurchase Offer Amount, or if shareholders tender Shares in an amount exceeding the Repurchase Offer Amount plus 2% of the outstanding Shares on the repurchase request deadline, the Fund will repurchase the Shares on a pro rata basis. However, the Fund may accept all shares tendered for repurchase by shareholders who own less than one hundred Shares and who tender all of their Shares, before prorating other amounts tendered. The results of the repurchase offers conducted for the period from the commencement of the Fund's operations on June 8, 2023 through ended March 31, 2024 are as follows:
|
Commencement Date |
August 4, 2023 |
November 1, 2023 |
January 31, 2024 |
||||||||||||
|
Repurchase Request |
September 5, 2023 |
December 1, 2023 |
March 1, 2024 |
||||||||||||
|
Repurchase Pricing date |
September 5, 2023 |
December 1, 2023 |
March 1, 2024 |
||||||||||||
|
Net Asset Value as of Repurchase Pricing Date |
|||||||||||||||
|
Class A |
$ |
10.21 |
$ |
10.34 |
$ |
10.46 |
|||||||||
|
Class C |
$ |
10.19 |
$ |
10.33 |
$ |
10.45 |
|||||||||
|
Class I |
$ |
10.21 |
$ |
10.34 |
$ |
10.46 |
|||||||||
|
Class M |
$ |
10.20 |
$ |
10.33 |
$ |
10.45 |
|||||||||
|
Amount Repurchased |
|||||||||||||||
|
Class A |
$ |
— |
$ |
— |
$ |
— |
|||||||||
|
Class C |
$ |
— |
$ |
— |
$ |
— |
|||||||||
|
Class I |
$ |
— |
$ |
82,736 |
$ |
1,915,650 |
|||||||||
|
Class M |
$ |
— |
$ |
— |
$ |
— |
|||||||||
|
Percentage of Outstanding Shares Repurchased |
|||||||||||||||
|
Class A |
— |
% |
— |
% |
— |
% |
|||||||||
|
Class C |
— |
% |
— |
% |
— |
% |
|||||||||
|
Class I |
— |
% |
0.12 |
% |
1.67 |
% |
|||||||||
|
Class M |
— |
% |
— |
% |
— |
% |
|||||||||
Note 6 — Investment Transactions
For the period from the commencement of the Fund's operations on June 8, 2023 through March 31, 2024, purchases net of unfunded commitments and sales of investments, excluding short-term investments, were $133,975,335 and $9,931,693, respectively.
Note 7 — Indemnifications
In the normal course of business, the Fund enters into contracts that contain a variety of representations which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund expects the risk of loss to be remote.
Note 8 — Derivatives and Hedging Disclosures
U.S. GAAP requires enhanced disclosures about the Fund's derivative and hedging activities, including how such activities are accounted for and their effects on the Fund's financial position, performance and cash flows. The Fund invested in forward foreign exchange currency contracts for the period from the commencement of the Fund's operations on June 8, 2023 through March 31, 2024, in order to hedge portfolio currency risk. By entering into forward foreign exchange currency contracts, the Fund agrees to exchange different currencies at a specified exchange rate at an agreed-upon future date. The Fund may be susceptible to the risk of changes in the foreign exchange rate underlying the forward contract and of the counterparty's potential inability to fulfill the terms of the contract. The Fund may be susceptible to losses if interest rate or foreign currency exchange rates or credit quality changes are not correctly anticipated by the Fund or if the reference index, security or investments do not perform as expected, and are subject to counterparty credit, liquidity, valuation, correlation and leverage risk.
27
Notes to Financial Statements
The effects of these derivative instruments on the Fund's financial position and financial performance as reflected in the Statement of Assets and Liabilities and Statement of Operations are presented in the tables below. Forward contracts are not designated as hedging instruments. The fair values of derivative instruments as of March 31, 2024, and the realized and unrealized gain (loss) during the period from the commencement of the Fund's operations on June 8, 2023 through March 31, 2024 by risk category are as follows:
|
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS |
|||||||||||||||
|
ASSET DERIVATIVES |
LIABILITY DERIVATIVES |
||||||||||||||
|
STATEMENT OF ASSET AND LIABILITIES LOCATION |
DERIVATIVES INSTRUMENTS |
VALUE |
VALUE |
||||||||||||
|
Net Unrealized Appreciation On Forward Foreign Currency Exchange Contracts |
Forward Contracts |
$ |
159,375 |
$ |
— |
||||||||||
|
Total |
$ |
159,375 |
$ |
— |
|||||||||||
|
AMOUNT OF NET REALIZED GAIN OR (LOSS) ON DERIVATIVES RECOGNIZED IN INCOME |
|||||||
|
DERIVATIVES INSTRUMENTS |
FORWARD CONTRACTS |
||||||
|
Forward Foreign Currency Exchange Contracts |
$ |
(247,476 |
) |
||||
|
NET CHANGE IN UNREALIZED APPRECIATION/DEPRECIATION ON DERIVATIVES RECOGNIZED IN INCOME |
|||||||
|
DERIVATIVES INSTRUMENTS |
FORWARD CONTRACTS |
||||||
|
Forward Foreign Currency Exchange Contracts |
$ |
159,375 |
|||||
The quarterly average volumes of derivative instruments as of March 31, 2024 are as follows:
|
DERIVATIVES INSTRUMENTS |
FORWARD CONTRACTS |
||||||
|
Forward Foreign Currency Exchange Contracts (as represented by market value) |
$ |
(4,511,750 |
) |
||||
Note 9 — Disclosures about Offsetting Assets and Liabilities
Disclosures about Offsetting Assets and Liabilities requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The guidance requires retrospective application for all comparative periods presented.
A fund mitigates credit risk with respect to over the counter derivative counterparties through credit support annexes included with International Swaps and Derivatives Association, Inc. ("ISDA") Master Agreements or other Master Netting Agreements which are the standard contracts governing most derivative transactions between the fund and each of its counterparties. These agreements allow the fund and each counterparty to offset certain derivative financial instruments' payables and/or receivables against each other and/or with collateral, which is generally held by the fund's custodian. The amount of collateral moved to/from applicable counterparties is based upon minimum transfer amounts specified in the agreement. To the extent amounts due to the fund from its counterparties are not fully collateralized contractually or otherwise, the fund bears the risk of loss from counterparty non-performance.
It is the Fund's policy to recognize a net asset or liability equal to the unrealized appreciation (depreciation) of each derivative contract. As of March 31, 2024, the Fund is subject to master netting arrangements for forward foreign currency exchange
CALAMOS AKSIA ALTERNATIVE CREDIT AND INCOME FUND ANNUAL REPORT
28
Notes to Financial Statements
contracts. The following table shows additional information regarding the offsetting of assets and liabilities, as of March 31, 2024
|
UNREALIZED APPRECIATION ON FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS |
GROSS AMOUNTS NOT OFFSET IN THE STATEMENT OF ASSETS AND LIABILITIES |
||||||||||||||||||||||||||||||
|
COUNTERPARTY |
GROSS AMOUNT OF ASSET |
GROSS AMOUNT OFFSETT IN THE STATEMENT OF ASSETS AND LIABILITIES |
NET AMOUNTS PRESENTED IN THE STATEMENT OF ASSETS AND LIABILITIES |
FINANCIAL INSTRUMENTS* |
CASH COLLATERAL PLEDGED* |
NET AMOUNT |
|||||||||||||||||||||||||
|
Assets |
|||||||||||||||||||||||||||||||
|
Northern Trust |
$ |
128,853 |
$ |
— |
$ |
128,853 |
$ |
— |
$ |
— |
$ |
128,853 |
|||||||||||||||||||
|
JP Morgan |
3,167 |
— |
3,167 |
— |
— |
3,167 |
|||||||||||||||||||||||||
|
Bank of New York |
27,355 |
— |
27,355 |
— |
— |
27,355 |
|||||||||||||||||||||||||
|
Total Assets |
$ |
159,375 |
$ |
— |
$ |
159,375 |
$ |
— |
$ |
— |
$ |
159,375 |
|||||||||||||||||||
* Amounts relate to master netting agreements and collateral agreements which have been determined by the Adviser to be legally enforceable in the event of default but where certain other criteria are not met in accordance with applicable offsetting accounting guidance. The collateral amounts may exceed the related net amounts of financial assets and liabilities presented in the Statement of Assets and Liabilities. Where this is the case, the total amount reported is limited to the net amounts of financial assets and liabilities with that counterparty.
Note 10 — Private Investment Funds
The following table represents unfunded commitments and redemptive restrictions of private investment funds that are measured at NAV per share (or its equivalent) as a practical expedient as of March 31, 2024:
|
SECURITY DESCRIPTION |
UNFUNDED COMMITTMENTS |
REDEMPTIONS FREQUENCY |
REDEMPTION NOTICE PERIOD |
COST |
FAIR VALUE |
ORIGINAL ACQUISITION DATE |
|||||||||||||||||||||
|
AG Twin Brook Capital Income Fund |
$ |
— |
Quarterly |
28 days |
$ |
1,900,000 |
$ |
1,901,309 |
1/23/2024 |
||||||||||||||||||
| BP Holdings Zeta LP |
— |
Not permitted |
N/A |
2,000,000 |
2,000,000 |
11/30/2023 |
|||||||||||||||||||||
|
Bridgepoint Credit Opportunities III "A" LP |
2,112,583 |
Not permitted |
N/A |
1,467,946 |
1,958,362 |
10/31/2023 |
|||||||||||||||||||||
|
BSOF SRT Parallel Onshore Fund LP |
— |
Not permitted |
N/A |
964,372 |
1,038,069 |
9/5/2023 |
|||||||||||||||||||||
|
CCS Co-Investment Vehicle 1 LP Incorporated |
1,238,368 |
Not permitted |
N/A |
1,801,800 |
2,411,676 |
3/26/2024 |
|||||||||||||||||||||
|
Eagle Point SRT Co-Invest I LP |
— |
Not permitted |
N/A |
1,000,000 |
1,000,038 |
6/21/2023 |
|||||||||||||||||||||
|
T. Rowe Price OHA Select Private Credit Fund |
— |
Quarterly |
29 days |
1,900,000 |
1,906,716 |
3/4/2024 |
|||||||||||||||||||||
|
Whitehorse Liquidity Partners V LP |
599,686 |
Not permitted |
N/A |
366,407 |
430,208 |
8/25/2023 |
|||||||||||||||||||||
|
Total: |
$ |
3,950,637 |
$ |
11,400,525 |
$ |
12,646,378 |
|||||||||||||||||||||
Note 11 — Subsequent Events
In preparing these financial statements for the period ended March 31, 2024, management has evaluated subsequent events through the date of issuance of the financial statements included herein.
On April 4, 2024, PNC Capital Markets LLC as the Lenders agreed with the Fund to increase the commitment amount from $25,000,000 to $35,000,000. See Note 2 for a discussion of the Fund's borrowing and use of leverage.
On April 19, 2024, Calamos Aksia Alternative Credit and Income Fund Sub 1, LLC was formed as a limited liability company in an effort to comply with the U.S. Investment Company Act of 1940 and its requirements surrounding the use of leverage and became a wholly-owned subsidiary of the Fund.
Effective as of August 1, 2024, the Fund's distribution policy will change to increase the frequency of distributions from quarterly to monthly. The Fund will pay its last quarterly distribution on July 2, 2024 and then transition to monthly distributions of the Fund's net investment income to Shareholders commencing August 1, 2024 with the first distribution date of August 15, 2024 and Distribution Ex-Date/Payable Date of August 16, 2024 and then monthly thereafter as set forth in the Distribution Schedule available on the Fund's website at www.calamos.com
29
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Trustees of
Calamos Aksia Alternative Credit and Income Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Calamos Aksia Alternative Credit and Income Fund (the "Fund") as of March 31, 2024, the related statements of operations, cash flows, and changes in net assets, the related notes, and the financial highlights for the period from June 8, 2023 (commencement of operations) through March 31, 2024 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of March 31, 2024, the results of its operations, cash flows, changes in net assets, and the financial highlights for the period indicated above, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2024, by correspondence with the custodian, brokers, participating lenders, and underlying fund administrators or managers; when replies were not received, we performed other auditing procedures. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
We have served as the Fund's auditor since 2023.
COHEN & COMPANY, LTD.
Chicago, Illinois
May 29, 2024
CALAMOS AKSIA ALTERNATIVE CREDIT AND INCOME FUND ANNUAL REPORT
30
Trustees and Officers (Unaudited)
MANAGEMENT OF THE FUND
The Fund's business and affairs are managed under the direction of the Board. The Board currently consists of five members, three of whom are not "interested persons" of the Fund as defined in Section 2(a)(19) of the 1940 Act. The Fund refers to these individuals as its independent trustees. The Board annually elects the Fund's officers, who serve at the discretion of the Board. The Board maintains an audit committee, a nominating and governance committee and an independent trustees committee and may establish additional committees from time to time as necessary. The Fund's Statement of Additional Information ("SAI") includes additional information about the membership of the Board. The SAI is available, without charge, by writing to the Fund at c/o UMB Fund Services, Inc., 235 West Galena Street, Milwaukee, WI 53212, or by calling the Fund at 888.882.8829.
Board of Trustees and Officers
Trustees
Information regarding the members of the Board is set forth below. The Trustees have been divided into two groups - Interested Trustees and Independent Trustees. As set forth in the Fund's Declaration of Trust, each Trustee's term of office shall continue until his or her death, resignation, removal, bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the office of a Trustee.
|
NAME, ADDRESS(1) AND YEAR OF BIRTH |
POSITION(S) HELD WITH THE FUND |
TERM OF OFFICE AND LENGTH OF TIME SERVED(2) |
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS |
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE(3) |
OTHER DIRECTORSHIPS HELD BY TRUSTEE |
||||||||||||||||||
|
Interested Trustees(2) |
|||||||||||||||||||||||
|
John Koudounis (1966) |
Chairman, Trustee and Vice President |
Indefinite Length — Since Inception |
President (since February 2021) and Chief Executive Officer, Calamos Investments LLC, Calamos Advisors LLC, Calamos Wealth Management LLC, and Calamos Financial Services LLC (since 2016); Chairman and Chief Executive Officer, Calamos Antetokounmpo Asset Management LLC (since 2022) |
1 |
-Calamos Asset Management, Inc. (Director) -National Hellenic Museum (Trustee/Executive Committee Member) -The Hellenic Initiative (Board Member/Executive Committee Member) -World Business Chicago (Trustee) — National Council of the Order of Saint Andrew the Apostle (Board Member) -Greek Orthodox Metropolis of Chicago Foundation (Board Member/President) -Ecumenical Patriarch Bartholomew Foundation (Board Member/Chairman of the Investment Committee) -SEAL Future Foundation (executive advisory board member) |
||||||||||||||||||
|
Jim Vos (1962) |
Trustee |
Indefinite Length — Since Inception |
Partner, CEO, Aksia LLC |
1 |
None |
||||||||||||||||||
|
Independent Trustees |
|||||||||||||||||||||||
|
Bjorn Forfang (1960) |
Trustee |
Indefinite Length — Since Inception |
Deputy CEO, CFA Institute Managing Partner, Erigo Capital Partners |
1 |
None |
||||||||||||||||||
|
Sharmila Kassam (1973) |
Trustee |
Indefinite Length — Since Inception |
Financial Services Executive |
1 |
-Director, Adit EdTech (NYSE: ADEX.U) and Foundation Credit Hedge fund -Director, Greenbacker Renewable Energy Company (GREC II) Fund (non-traded limited liability company in the renewable energy business) |
||||||||||||||||||
31
Trustees and Officers (Unaudited)
|
NAME, ADDRESS(1) AND YEAR OF BIRTH |
POSITION(S) HELD WITH THE FUND |
TERM OF OFFICE AND LENGTH OF TIME SERVED(2) |
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS |
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE(3) |
OTHER DIRECTORSHIPS HELD BY TRUSTEE |
||||||||||||||||||
|
John Neal (1950) |
Trustee |
Indefinite Length — Since Inception |
Private investor |
34 |
-Director, Equity Residential Trust (publicly-owned REIT) -Director, Creation Investments (private international microfinance company) -Director, CenTrust Bank (Northbrook, IL community bank) |
||||||||||||||||||
(1) The address of each Trustee is care of the Secretary of the Fund at 2020 Calamos Court, Naperville, IL 60563.
(2) "Interested person," as defined in the 1940 Act, of the Fund. John Koudounis and Jim Vos are each an interested person of the Fund due to their affiliation with Calamos and Aksia, respectively.
(3) The term "Fund Complex" means two or more registered investment companies that share the same investment advisor or have an investment advisor that is an affiliated person of the investment advisor of any of the other registered investment companies or hold themselves out to investors as related companies for the purpose of investment and investor services.
CALAMOS AKSIA ALTERNATIVE CREDIT AND INCOME FUND ANNUAL REPORT
32
Trustees and Officers (Unaudited)
Officers
The preceding table gives information about John Koudounis and Jim Vos, each of whom is a Vice President of the Fund. The following table sets forth each other officer's name, age, position with the Fund and date first appointed to that position, and principal occupation(s) during the past five years. Each officer serves until his or her successor is chosen and qualified or until his or her resignation or removal by the Board of Trustees.
|
NAME, ADDRESS(1) AND YEAR OF BIRTH |
POSITION(S) HELD WITH THE FUND |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS |
||||||||||||
|
Dan Dufresne (1974) |
President, Principal Executive Officer |
Indefinite Length — Since Inception |
Executive Vice President and Chief Operating Officer, CAM, CILLC, Calamos Advisors, and CWM (since April 2021); President, Calamos Antetokounmpo Asset Management LLC (since July 2022); prior thereto Citadel (1999-2020); Partner (2008-2020); Managing Director, Global Treasurer (2008-2020); Global Head of Operations (2011-2020); Global Head of Counterparty Strategy (2018-2020); Senior Advisor to the COO (2020); CEO, Citadel Clearing LLC (2015-2020). |
||||||||||||
|
John P. Calamos (1940) |
Global CIO |
Indefinite Length — Since Inception |
President and Trustee of the Trusts; Founder, Chairman and Global Chief Investment Officer, Calamos Asset Management, Inc., Calamos Investments LLC, Calamos Advisors LLC and its predecessor, and Calamos Wealth Management LLC; Director, Calamos Asset Management, Inc.; Founder and Chairman, Calamos Private Equity LLC; Global Chief Investment Officer, Calamos Antetokounmpo Asset Management LLC (since July 2022); previously, Chief Executive Officer, Calamos Financial Services LLC, Calamos Asset Management, Inc. Calamos Investments LLC, Calamos Advisors LLC, and Calamos Wealth Management LLC |
||||||||||||
|
Tim Nest (1977) |
Vice President |
Indefinite Length — Since Inception |
Partner, Head of Private Credit, Aksia LLC |
||||||||||||
|
Josh Hemley (1986) |
Vice President |
Indefinite Length — Since Inception |
Managing Director, Head of Credit Co-Investments, Aksia LLC |
||||||||||||
|
Robert Behan (1964) |
Vice President |
Indefinite Length — Since Inception |
Executive Vice President, Chief Distribution Officer (since February 2021), CAM, CILLC, Calamos Advisors, and CFS, Vice-President of Calamos Antetokounmpo Asset Management LLC (since July 2022); prior thereto President (2015-February 2021), Head of Global Distribution (2013-February 2021); Executive Vice President 2013-2015); Senior Vice President (2009-2013), Head of US Intermediary Distribution (2010-2013) |
||||||||||||
33
Trustees and Officers (Unaudited)
|
NAME, ADDRESS(1) AND YEAR OF BIRTH |
POSITION(S) HELD WITH THE FUND |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS |
||||||||||||
|
Erik Ojala (1975) |
Chief Legal Officer, Vice President, Secretary |
Indefinite Length — Since November 2023 |
Senior Vice President, General Counsel and Secretary, CAM, CILLC, Calamos Advisors, CWM (since 2023); Chief Legal Officer, CGAM (since 2023); General Counsel and Secretary, CFS (since 2023); prior thereto, Executive Vice President and General Counsel (2017-2023), Secretary (2010-2023) and Chief Compliance Officer (2021-2023), Harbor Capital Advisors, Inc.; Director and Secretary (2019-2023) and Chief Compliance Officer (2022-2023), Harbor Trust Company, Inc.; Director, Executive Vice President (2017-2023) and Chief Compliance Officer (2017-2021, 2022-2023), Harbor Funds Distributors, Inc.; Director (2017-2023), Assistant Secretary (2014-2023) and Chief Compliance Officer (2022-2023), Harbor Services Group, Inc.; Chief Compliance Officer, Harbor ETF Trust (2021-2023); and Chief Compliance Officer of Harbor Funds (2017-2023) |
||||||||||||
|
Thomas E. Herman (1961) |
Chief Financial Officer, Principal Financial Officer, Vice President |
Indefinite Length — Since Inception |
Executive Vice President (since February 2021) and Chief Financial Officer, Calamos Asset Management, Inc., Calamos Investments LLC, Calamos Advisors LLC, and Calamos Wealth Management LLC (since 2016), Chief Financial Offer and Treasurer, Calamos Antetokounmpo Asset Management LLC (since July 2022) ; prior thereto, President and Chief Financial Officer Calamos Avenue Management, LLC (2020-2022), Chief Financial Officer and Treasurer, Harris Associates (2010-2016) |
||||||||||||
|
Jackie Sinker (1961) |
Chief Compliance Officer |
Indefinite Length — Since Inception |
Chief Compliance Officer of Calamos Advisors, LLC, Calamos Wealth Management, LLC, Calamos Financial Services LLC since November 2015 |
||||||||||||
|
Stephen Atkins (1965) |
Treasurer |
Indefinite Length — Since Inception |
Senior Vice President, Head of Fund Administration (since February 2020), Calamos Advisors; prior thereto, Consultant, Fund Accounting and Administration, Vx Capital Partners (March 2019-February 2020); Chief Financial Officer and Treasurer of SEC Registered Funds, and Senior Vice President, Head of European Special Purpose Vehicles Accounting and Administration, Avenue Capital Group (2010-2018). |
||||||||||||
(1) The address of each officer is care of the Secretary of the Fund at 2020 Calamos Court, Naperville, IL 60563.
CALAMOS AKSIA ALTERNATIVE CREDIT AND INCOME FUND ANNUAL REPORT
34
Risk Factors
An investment in the Fund involves a high degree of risk and other considerations and, therefore, should be undertaken only by investors capable of evaluating the risks of the Fund and bearing the risks it represents. Below is a summary of some of the principal risks of investing in the Fund. For a more complete discussion of the risks of investing in the Fund, see "Types of Investments and Related Risks."
• Unlike most closed-end funds, the Fund's Shares will not be listed on any securities ex-change;
• Although the Fund has implemented a quarterly share repurchase program, there is no guarantee that an investor will be able to sell all of the Shares that the investor desires to sell. The Fund should therefore be considered to offer limited liquidity;
• The capital markets may experience periods of disruption and instability, including as a result of events such as geopolitical events, natural disasters, or widespread pandemics (such as COVID-19) or other adverse public health developments. Such market conditions may materially and adversely affect debt and equity capital markets, which may have a negative impact on the Fund's investments, business, and operations;
• The Fund is exposed to risks associated with changes in interest rates;
• The Fund's investments in securities and other obligations of companies that are experiencing distress involve a substantial degree of risk are generally considered speculative and may be subject to U.S. federal, state or non-U.S. bankruptcy laws or fraudulent transfer or conveyance laws;
• Certain investments may be exposed to the credit risk of the counterparties with whom the Fund deals or of third-party contractual customers of such counterparties;
• The valuation of securities or instruments that lack a central trading place (such as fixed-income securities or instruments) may carry greater risk than those that trade on an exchange;
• The Fund's investments in certain portfolio companies may be risky. For the Fund's investments in senior secured lien loans, the collateral securing these investments may decrease in value or lose its entire value over time or may fluctuate based on the performance of the portfolio company which may lead to a loss in principal;
• The Fund's investments may include securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as "high yield" or "junk," have predominantly speculative characteristics with respect to the issuer's capacity to pay interest and repay principal and may be particularly susceptible to economic downturns, which could cause losses;
• Derivative investments have risks, including the imperfect correlation between the value of such instruments and the underlying assets of the Fund;
• The Fund may be materially adversely affected by market, economic and political conditions globally and in the jurisdictions and sectors in which the Fund invests;
• Non-U.S. securities may be traded in undeveloped, inefficient, and less liquid markets and may experience greater price volatility and changes in value — changes in foreign currency exchange rates may adversely affect the U.S. dollar value of and returns on foreign denominated investments;
• There is no assurance that the Fund's investment objectives will be achieved;
• The Fund is a newly organized, non-diversified, closed-end investment company with limited operating history; and
• To qualify and remain eligible for the special tax treatment accorded to RICs under the Code, the Fund must meet certain source-of-income, asset diversification and annual distribution requirements, and failure to do so could result in the loss of RIC status.
Accordingly, the Fund should be considered a speculative investment that entails substantial risks, and a prospective investor should invest in the Fund only if it can sustain a complete loss of its investment.
35
Other Information (Unaudited)
CORPORATE DIVIDENDS RECEIVED DEDUCTION
For the year ended September 30, 2023, the Fund, had 0% of dividends paid from net investment income qualified for the 70% dividends received deduction available to corporate shareholders.
QUALIFIED DIVIDEND INCOME
For the year ended September 30, 2023, the Fund, had 0% of dividends paid from net investment income, designated as qualified dividend income.
CALAMOS AKSIA ALTERNATIVE CREDIT AND INCOME FUND ANNUAL REPORT
36
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CAPIX can unlock the full spectrum of private credit
Many private credit registered funds have a narrow focus on US direct lending, whereas CAPIX sources investment opportunities across the global private credit universe — providing opportunities for enhanced income and portfolio diversification, as market conditions change.
AKSIA'S SOURCING COVERAGE EXTENDS ACROSS
THE GLOBAL PRIVATE CREDIT UNIVERSE

Before investing, carefully consider a fund's investment objectives, risks, charges and expenses. Please see the prospectus containing this and other information or call 866-363-9219. Please read the prospectus carefully. Performance data represents past performance, which is no guarantee of future results. Current performance may be lower or higher than the performance quoted.
Diversification and asset allocation do not guarantee a profit or protection against a loss. Investments in alternative strategies may not be suitable for all investors.
Fund holdings are subject to change daily. The Funds are actively managed. The information contained herein is based on internal research derived from various sources and does not purport to be statements of all material facts relating to the securities mentioned. The information contained herein, while not guaranteed as to accuracy or completeness, has been obtained from sources we believe to be reliable.
A description of the Calamos Proxy Voting Policies and Procedures and the Fund's proxy voting record for the 12-month period ended June 30 are available free of charge upon request by calling 888.882.8829, by visiting the Calamos Web site at www.calamos.com, by writing Calamos Aksia Alternative Credit and Income Fund, c/o UMB Fund Services, Inc., 235 West Galena Street, Milwaukee, WI 53212. The Fund's proxy voting record is also available free of charge by visiting the SEC Web site at www.sec.gov.
The Fund files a complete list of its portfolio holdings with the SEC for the first and third quarters each fiscal year as an exhibit to its reports on Form N-PORT. The Forms N-PORT are available free of charge, upon request, by calling or writing Calamos Investments at the phone number or address provided above or by visiting the SEC Web site at www.sec.gov.
The Fund's report to the SEC on Form N-CSR contains certifications by the fund's principal executive officer and principal financial officer as required by Rule 30a-2(a) under the 1940 Act, relating to, among other things, the quality of the Fund's disclosure controls and procedures and internal control over financial reporting.
TO OBTAIN INFORMATION ABOUT YOUR INVESTMENTS: 888.882.8829
VISIT OUR WEB SITE: www.calamos.com
INVESTMENT ADVISER:
Calamos Advisors LLC
2020 Calamos Court
Naperville, IL 60563-2787
INVESTMENT SUBADVISER:
Aksia LLC
New York, NY 10022
CUSTODIAN:
UMB Bank, n.a
Kansas City, MO
TRANSFER AGENT / ADMINSTRATIVE SERVICES:
UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
888.882.8829
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM:
Cohen & Company, Ltd.
Chicago, IL
LEGAL COUNSEL:
Faegre Drinker Biddle & Reath LLP
One Logan Square, Ste 2000
Philadelphia, PA 19103
HOW TO INVEST IN CAPIX
Unlike most private asset funds, Calamos Aksia Alternative Credit and Income Fund does not require investor accreditation or qualification requirements. Investors can easily purchase fund shares on a daily basis.
Contact us to learn more:
866.363.9219
caminfo@calamos.com
www.calamos.com/capix

Calamos Financial Services LLC, Distributor
2020 Calamos Court | Naperville, IL 60563-2787
866.363.9219 | www.calamos.com | caminfo@calamos.com
© 2024 Calamos Investments LLC. All Rights Reserved. Calamos® and Calamos Investments® are registered trademarks of Calamos Investments LLC.
© 2024 Aksia LLC. All Rights Reserved. Aksia® is a registered trademark of Aksia LLC.
ACIANR 3083 033124
ITEM 1(b). Registrant has included in its Rule 30e-3(c) notice only the disclosures specified by Rule 30e-3(c)(1) and (2). Therefore, Registrant has not included a copy of the notice herewith.
ITEM 2. CODE OF ETHICS.
(a) As of the end of the period covered by this report, the registrant has adopted a code of ethics (the “Code of Ethics”) that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or person performing similar functions.
(b) No response required.
(c) The registrant has not amended its Code of Ethics as it relates to any element of the code of ethics definition enumerated in paragraph(b) of this Item 2 during the period covered by this report.
(d) The registrant has not granted a waiver or an implicit waiver from its Code of Ethics during the period covered by this report.
(e) Not applicable.
(f) (1) The registrant’s Code of Ethics is attached as an Exhibit hereto.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The registrant’s Board of Trustees has determined that, it has three audit committee financial experts serving on its audit committee, each of whom is an independent Trustee for purpose of this N-CSR item: John Neal, Bjorn Forfang and Shamila Kassam.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information required by this Item 4 is only required in an annual report on this Form N-CSR.
| Fiscal years Ended | 3/31/2023* | 3/31/2024 | ||||||
| Audit Fees(a) | $ | - | $ | 115,000 | ||||
| Audit-Related Fees(b) | - | - | ||||||
| Tax Fees(c) | - | 13,500 | ||||||
| All Other Fees(d) | - | - | ||||||
| Total | $ | - | $ | 128,500 | ||||
*The Fund commenced operation on June8, 2023 and thus made no payments in 2023.
(a) Audit Fees are the aggregate fees billed for professional services rendered by the principal accountant to the registrant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements.
(b) Audit-Related Fees are the aggregate fees for assurance and related services rendered by the principal accountant is the registrant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item 4.
(c) Tax Fees are the aggregate fees billed for professional services rendered by the principal accountant to the registrant for tax compliance, tax advice and tax planning.
(d) All Other Fees are the aggregate fees for products and services provided by the principal accountant to the registrant, other than the services reported in paragraph (a)-(c) of this Item 4.
(e) (1) Registrant’s audit committee meets with the principal accountants and management to review and pre-approve all audit services to be provided by the principal accountants.
The audit committee shall pre-approve all non-audit services to be provided by the principal accountants to the registrant, including the fees and other compensation to be paid to the principal accountants; provided that the pre-approval of non-audit services is waived in instances where the amount is immaterial or the full audit committee has authorized, the chairman of the audit committee may pre-approve audit and non-audit services by the registrant’s accountants. Such approvals shall be ratified by the full audit committee at the next meeting.
The audit committee shall pre-approve all non-audit services to be provided by the principal accountants to the investment adviser or any entity controlling, controlled by or under common control with the adviser that provides ongoing services to the registrant if the engagement relates directly to the operations or financial reporting of the registrant, including the fees and other compensation to be paid to the principal accountants; provided that pre-approval of non-audit services to the adviser or an affiliate of the adviser is not required in instances where the amount is immaterial or the full audit committee has authorized, the chairman of the audit committee may pre-approve audit and non-audit services by the registrant’s accountants. Such approvals shall be ratified by the full audit committee at the next meeting.
(e)(2) No percentage of the principal accountant’s fees or services described in each of paragraphs (b)–(d) of this Item were approved pursuant to the waiver provision paragraph(c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) No disclosures are required by this Item 4(f).
(g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for the fiscal period ended:
| March, 31, 2023 | March, 31, 2024 | |||||||
| Non-audit fees: | $ | - | $ | - | ||||
(h) No disclosures are required by this Item 4(h).
(i) Not applicable.
(j) Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS
(a) Included in the Report to Shareholders in Item 1.
(b) Not applicable.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
The registrant has delegated authority to vote all proxies relating to the Fund’s portfolio securities to the Fund investment advisor. Calamos Advisors LLC (“Calamos Advisors”). The Calamos Advisors Proxy Voting Policies and Procedures are included as an Exhibit hereto.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a)(1) Below is biographical information relating to the Fund’s portfolio managers as of the date of filing of the report:
R. Matthew Freund joined Calamos Advisors in 2016 as a Co-CIO, Head of Fixed Income Strategies, as well as a Senior Co-Portfolio Manager. Joshua Hemley joined Aksia in 2008, serving since 2020 as a Managing Director and Head of Credit Co-Investments. Previously, he was Strategy Head, Structured Credit & Real Estate from 2015-2019, Senior Analyst, Hedge Fund Research from 2012-2015, and Analyst, Hedge Fund Research from 2008-2012. Tim Nest joined Aksia in 2015, currently serving since 2021 as Partner, Head of Private Credit. Previously, he was Managing Director, Private Credit from 2018-2021, Strategy Head, Private Corporate Credit from 2016-2018, and Senior Analyst, Investment Research from 2015-2016. Eli Pars joined Calamos Advisors in 2013 and has been a Co-CIO, Head of Alternative Strategies and Co-Head of Convertible Strategies, as well as Senior Co-Portfolio Manager, since 2015. Between 2013 and 2015, he was a Co-Portfolio Manager. Messrs. Freund, Hemley, Nest and Pars also are members of the Investment Committee, which is charged with providing a top-down framework, maintaining oversight of risk and performance metrics, and evaluating investment process.
(a)(2) The portfolio managers primarily responsible for the day-to-day management of the Fund also manages other registered investment companies, other pooled investment vehicles and other accounts, as indicated below. The following table identifies, as of March 31, 2024: (i) the number of other registered investment companies, other pooled investment vehicles and other accounts managed by the portfolio manager; the total assets of such companies, vehicles and accounts; and the number and total assets of such companies, vehicles and accounts that are subject to an advisory fee based on performance.
| NUMBER OF ACCOUNTS | ASSETS OF ACCOUNTS (IN BILLIONS) | NUMBER OF ACCOUNTS SUBJECT TO A PERFORMANCE FEE | ASSETS
SUBJECT TO A PERFORMANCE FEE (IN BILLIONS) | |||||||||||||
| R. Matthew Freund | ||||||||||||||||
| Registered Investment Companies | 20 | $ | 14.6 | 0 | $ | 0 | ||||||||||
| Other Pooled Investment Vehicles | 2 | $ | 0.6 | 0 | $ | 0 | ||||||||||
| Other Accounts | 5,045 | $ | 4.5 | 0 | $ | 0 | ||||||||||
| Joshua Hemley | ||||||||||||||||
| Registered Investment Companies | 0 | $ | 0 | 0 | $ | 0 | ||||||||||
| Other Pooled Investment Vehicles | 6 | $ | 3.2 | 3 | $ | 1.5 | ||||||||||
| Other Accounts | 5 | $ | 4.3 | 2 | $ | 3.1 | ||||||||||
| Tim Nest | ||||||||||||||||
| Registered Investment Companies | 0 | $ | 0 | 0 | $ | 0 | ||||||||||
| Other Pooled Investment Vehicles | 9 | $ | 6.4 | 3 | $ | 1.5 | ||||||||||
| Other Accounts | 14 | $ | 14.7 | 3 | $ | 3.1 | ||||||||||
| Eli Pars | ||||||||||||||||
| Registered Investment Companies | 20 | $ | 27.9 | 2 | $ | 0.4 | ||||||||||
| Other Pooled Investment Vehicles | 5 | $ | 0.8 | 0 | $ | 0 | ||||||||||
| Other Accounts | 4,123 | $ | 3.6 | 0 | $ | 0 | ||||||||||
The portfolio managers may invest for their own benefit in securities held in brokerage and fund accounts. The information shown in the table does not include information about those accounts where the portfolio managers or members of their family have a beneficial or pecuniary interest because no advisory relationship exists with Calamos Advisors, Aksia or any of their affiliates.
The registrant’s portfolio managers are responsible for managing the registrant and other accounts, including separate accounts and unregistered funds.
Calamos Advisors’ Conflict Disclosure
Other than potential conflicts between investment strategies, the side-by-side management of both the Fund and other accounts may raise potential conflicts of interest due to the interest held by Calamos Advisors in an account and certain trading practices used by the portfolio managers (e.g., cross trades between the Fund and another account and allocation of aggregated trades). Calamos Advisors has developed policies and procedures reasonably designed to mitigate those conflicts. For example, Calamos Advisors will only place cross-trades in securities held by the Fund in accordance with the rules promulgated under the 1940 Act and has adopted policies designed to ensure the fair allocation of securities purchased on an aggregated basis.
The allocation methodology employed by Calamos Advisors varies depending on the type of securities sought to be bought or sold and the type of client or group of clients. Generally, however, orders are placed first for those clients that have given Calamos Advisors brokerage discretion (including the ability to step out a portion of trades), and then to clients that have directed Calamos Advisors to execute trades through a specific broker. However, if the directed broker allows Calamos Advisors to execute with other brokerage firms, which then book the transaction directly with the directed broker, the order will be placed as if the client had given Calamos Advisors full brokerage discretion. Calamos Advisors and its affiliates frequently use a “rotational” method of placing and aggregating client orders and will build and fill a position for a designated client or group of clients before placing orders for other clients. A client account may not receive an allocation of an order if: (a) the client would receive an unmarketable amount of securities based on account size; (b) the client has precluded Calamos Advisors from using a particular broker; (c) the cash balance in the client account will be insufficient to pay for the securities allocated to it at settlement; (d) current portfolio attributes make an allocation inappropriate; and (e) account specific guidelines, objectives and other account specific factors make an allocation inappropriate. Allocation methodology may be modified when strict adherence to the usual allocation is impractical or leads to inefficient or undesirable results. Calamos Advisors’ head trader must approve each instance that the usual allocation methodology is not followed and provide a reasonable basis for such instances and all modifications must be reported in writing to the Calamos Advisors’ Chief Compliance Officer on a monthly basis.
Investment opportunities for which there is limited availability generally are allocated among participating client accounts pursuant to an objective methodology (i.e., either on a pro rata basis or using a rotational method, as described above). However, in some instances, Calamos Advisors may consider subjective elements in attempting to allocate a trade, in which case the Fund may not participate, or may participate to a lesser degree than other clients, in the allocation of an investment opportunity. In considering subjective criteria when allocating trades, Calamos Advisors is bound by its fiduciary duty to its clients to treat all client accounts fairly and equitably.
The portfolio managers advise certain accounts under a performance fee arrangement. A performance fee arrangement may create an incentive for a portfolio manager to make investments that are riskier or more speculative than would be the case in the absence of performance fees. A performance fee arrangement may result in increased compensation to the portfolio managers from such accounts due to unrealized appreciation as well as realized gains in the client’s account.
Aksia’s Conflict Disclosure
As a registered investment adviser, Aksia is required to disclose and mitigate potential conflicts of interest. As such, Aksia has adopted policies and procedures that both identify and address potential conflicts, described in detail below:
a. Allocation of Investment Opportunities: Aksia’s procedures require the objective allocation of general investment opportunities to ensure fair and equitable allocation among customized separate account and advisory client accounts (collectively, “Clients”). In the event there is limited capacity in a general investment opportunity in which multiple Clients are interested, Aksia will first evaluate the opportunity in light of the investment guidelines and restrictions relevant to each Client, in order to determine whether the opportunity could be suitable for the Client. Once Aksia has identified the Clients for which the opportunity may be suitable, Aksia will reach out to each Client (or in the case of an investment management Client, to the Aksia client team) to gauge such Client’s interest in investing. When Aksia has received responses from the identified Clients, Aksia will advise the underlying manager offering the general investment opportunity which of Aksia’s Clients are interested in investing in its vehicle and request that the manager determine the allocations to the various Aksia Clients. In the event that our aggregate client interest exceeds the available capacity, and the manager is unwilling to decide between eligible clients, Aksia will seek to split the capacity pro rata among interested and eligible discretionary and non-discretionary advisory clients.
With respect to co-investment opportunities (“Co-Investments”), Aksia will first compile a list of Advisory Clients for which (i) Aksia has an obligation to perform co-investment sourcing services and (ii) such opportunity is consistent with the relevant client’s co-investment program preferences (“Participating Clients”), subject to any limitations placed upon Aksia by the underlying manager offering the Co-Investment. Aksia will then submit an indication of interest to the manager, specifying a distinct amount of the opportunity to be made available for each client. In submitting an indication of interest, Aksia will communicate to the manager a desired allocation of the opportunity in respect of Discretionary Clients, as well as Non-Discretionary Clients who have communicated to Aksia a desire to participate in the opportunity and the amount thereof. In the event of a Co-Investment opportunity with scarce capacity, the underlying manager offering the Co-Investment opportunity will generally determine the allocations among Aksia’s relevant clients. If the underlying manager delegates full or partial authority to Aksia, Aksia will seek to allocate the investment to Participating Clients in a fair and equitable manner with a preference towards a pro rata allocation based on interest. Following such allocation, if there is an additional excess allocation remaining, such excess allocation may be offered to any client of Aksia or to any third party, in each case selected by Aksia in its sole discretion. The foregoing allocation policy with respect to Co-Investments does not apply to client-sourced opportunities which may be preserved by the client to the extent Aksia is also not allocated or offered the opportunity directly by the manager.
Aksia acts as a discretionary investment manager to one or more Registered Investment Companies (each, a “Registered Fund’). Any Co-Investment opportunities in which both a Registered Fund and certain other Aksia Client funds invest must comply with either the exemptive relief Aksia has been granted by the SEC, or with SEC no-action guidance. The participation of a Registered Fund may impact the ability of the Registered Fund or of these certain Aksia Client funds to make an investment or a follow on investment.
With respect to secondary opportunities (“Secondary”), Aksia will first compile a list of Advisory Clients for which (i) Aksia is specifically contractually obligated to perform Secondary sourcing services and (ii) such opportunity is consistent with the relevant client’s Secondary program preferences and capabilities. Once Aksia determines the interest for each Client, Aksia will seek to directly or indirectly allocate the opportunity among such Clients pro-rata based on interest. If the seller is unable to allocate the opportunity across multiple Clients, Aksia will use a rotation approach, and review the date of each eligible client’s most recent offer of a Secondary opportunity. The client with the most time elapsed since its last Secondary offer will be offered the Secondary opportunity. If such client is a Non-Discretionary Advisory Client, Aksia will request the seller’s permission to notify the relevant client of the opportunity so that the client will be able to consider submitting a bid on the opportunity. If, however, Aksia has discretionary authority with respect to such client, Aksia will determine whether to submit an offer on the client’s behalf. If the relevant client or Aksia, as applicable, chooses not to submit a bid in respect of such Secondary opportunity, then the process will be repeated with the next client based on the time elapsed since the last Secondary offer until a bid is submitted in respect of the opportunity, or all identified clients have been offered the opportunity. If a bid has still not been submitted in respect of such opportunity, the opportunity may then be offered to clients for which Aksia is not expressly contractually obligated to perform Secondary sourcing services but for whom such opportunity may not be consistent with the relevant client’s general investment preferences and capabilities. The foregoing allocation policy with respect to Secondaries does not apply to client-sourced opportunities which may be preserved by the client to the extent Aksia is not also allocated or offered the opportunity directly by the manager.
b. Performance-Based Fees and Side-by-Side Management: While most advisory clients choose to pay fixed or asset-based fees, some pay performance-based fees. In addition, amongst clients paying fixed or asset-based fees, some may pay higher fees than others. These different payment structures may give rise to a potential conflict of interest because Aksia may have an incentive to favor Client accounts that pay Aksia performance-based compensation or higher fees. Aksia is mindful of its obligation to act in the best interests of its advisory clients and has thus adopted policies and procedures designed to mitigate the potential conflicts of interest that relate to the management of multiple accounts, including accounts with differing fee arrangements.
c. Clients with Affiliated Investment Managers: Given that Aksia’s clients are large institutions there are certain circumstances where Aksia may recommend, purchase, or sell for its clients’ funds managed by investment managers that are affiliated with clients of Aksia (whether because Aksia’s clients own a passive GP stake or otherwise are affiliated with an asset manager). Aksia has addressed this potential conflict of interest through the implementation of policies and procedures reasonably designed to ensure that its activities are carried out in compliance with applicable regulatory requirements and in the best interests of clients. For example, if Aksia were to recommend an investment with an investment manager that Aksia knew was affiliated with an Aksia client, Aksia would fully disclose the relationship in its due diligence report. In addition, the potential investment would be subjected to Aksia’s extensive due diligence process, which includes multiple layers of review by multiple individuals. This type of situation is rare.
d. Investing in Securities Recommended to Clients: From time to time, Aksia may form investment vehicles owned by Aksia, its members, its employees and/or its affiliates, that invest (directly or indirectly) in certain Clients to which it provides investment management services (a “GP Commitment”). This arrangement creates a conflict of interest because Aksia or its related persons has an incentive to favor Clients in which it owns a financial interest over its other Clients. Aksia addresses this potential conflict of interest via the implementation of its policies and procedures relating to the allocation of investment opportunities. In addition, certain of Aksia’s investment management clients have made seed investments in funds in return for fee savings or revenue participation (“Client Affiliated Managers”). To the extent that investment management clients in which Aksia has made a GP Commitment have made seed investments in funds of Client Affiliated Managers, Aksia will benefit economically from profits earned by such investment management clients, in addition to the fees that Aksia directly earns from its investment management clients. This poses a conflict of interest for Aksia in its recommendations to its clients. To mitigate this conflict, Aksia will disclose its pecuniary interest in such Client Affiliated Managers to its clients and take other steps to maintain Aksia’s objectivity. Clients can also instruct Aksia to avoid making investment allocations to Client Affiliated Managers.
(a)(3) Portfolio managers are compensated with an annual salary and a discretionary year-end annual bonus, the amount of which is based on a multitude of quantitative and qualitative factors and are benchmarked against peers and local markets. Portfolio managers of Calamos Advisors are also eligible to receive long-term incentive awards based on the performance of certain managed investment products for investment professionals. Depending on seniority within the firm, portfolio managers also may be eligible to receive performance fees from private funds that they manage that vest over time. Performance fees can make up a significant portion of a portfolio manager’s overall compensation, and primarily are based on the investment performance of the private funds managed by the portfolio manager. This compensation structure aligns a portfolio manager’s and investors’ long-term interests.
(a)(4) As of March 31, 2024, the end of the registrant’s most recently completed fiscal year, the dollar range of securities beneficially owned by each portfolio manager in the registrant is shown below:
| AGGREGATE DOLLAR RANGE OF EQUITY | ||||||||
| NAME | NAME SECURITIES IN THE FUND | |||||||
| R. Matthew Freund | $100,0001-$500,000 | |||||||
| Joshua Hemley | $100,0001-$500,000 | |||||||
| Tim Nest | $100,0001-$500,000 | |||||||
| Eli Pars | $100,0001-$500,000 |
(b)Not applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No material changes.
ITEM 11. CONTROLS AND PROCEDURES.
a) The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s disclosure controls and procedures within 90 days of this filing and have concluded that the registrant’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms.
b) There were no changes in the registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a) Not applicable.
(b) Not applicable.
ITEM 13. EXHIBITS.
(a)(2)(i) Certification of Principal Executive Officer.
(a)(2)(ii) Certification of Principal Financial Officer.
(a)(2)(iii) Proxy Voting Policies and Procedures.
(b) Certifications pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Calamos Aksia Alternative Credit and Income Fund | ||
| By: | /s/ Dan Dufresne | |
| Name: Dan Dufresne | ||
| Title: Principal Executive Officer | ||
| Date: June 6, 2024 | ||
| By: | /s/ Thomas E. Herman | |
| Name: Thomas E. Herman | ||
| Title: Principal Financial Officer | ||
| Date: June 6, 2024 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: | /s/ Dan Dufresne | |
| Name: Dan Dufresne | ||
| Title: Principal Executive Officer | ||
| Date: June 6, 2024 |
| By: | /s/ Thomas E. Herman | |
| Name: Thomas E. Herman | ||
| Title: Principal Financial Officer | ||
| Date: June 6, 2024 |
EX-99.CODEETH
CODE OF ETHICS
FOR
Calamos Aksia Alternative Credit and Income Fund
Adopted: April 28, 2023
| Section I | Statement of General Fiduciary Principles |
This Code of Ethics (the “Code”) has been adopted by Calamos Aksia Alternative Credit and Income Fund (the “Fund”), in compliance with Rule 17j-1 under the Investment Company Act of 1940, as amended (the “Act”). The purpose of the Code is to establish standards and procedures for the detection and prevention of activities by which persons having knowledge of the investments and investment intentions of the Fund may abuse their fiduciary duty to the Fund, and otherwise to deal with the types of conflict of interest situations to which Rule 17j-1 is addressed. All Access Persons must read this Code of Ethics.
The Code is based on the principle that the trustees and officers of the Fund, and the managers, partners, officers, employees and/or shared employees of the Advisor, who provide services to the Fund, owe a fiduciary duty to the Fund to conduct their personal securities transactions in a manner that does not interfere with the Fund’s transactions or otherwise take unfair advantage of their relationship with the Fund. All Access Persons are expected to adhere to this general principle, as well as to comply with all of the specific provisions of this Code that are applicable to them. Any Access Persons who are affiliated with the Advisor or another entity that is a registered investment advisor is, in addition, expected to comply with the provisions of the code of ethics that has been adopted by the Advisor or such other investment adviser.
All Access Persons must seek to avoid any actual or potential conflicts between their personal interests and the interests of the Fund and its shareholders. In sum, all Access Persons shall place the interests of the Fund before their own personal interests.
| Section II | Definitions |
(A) “Access Person” means any director, trustee, officer, general partner or Advisory Person (as defined below) of the Fund or the Advisor.
(B) An “Advisory Person” of the Fund or the Advisor means: (i) any director, trustee, officer, general partner or employee of the Fund or the Advisor, or any Fund in a Control (as defined below) relationship to the Fund or the Advisor, who in connection with his or her regular functions or duties makes, participates in, or obtains information regarding the purchase or sale of any Covered Security (as defined below) by the Fund, or whose functions relate to the making of any recommendation with respect to such purchases or sales; (ii) any natural person in a Control relationship to the Fund or the Advisor, who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of any Covered Security by the Fund and (iii) any other person deemed to be an Advisory Person by the Chief Compliance Officer.
(C) “Beneficial Ownership” is interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (the “1934 Act”) in determining whether a person is a beneficial owner of a security for purposes of Section 16 of the 1934 Act and the rules and regulations thereunder.
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(D) “Chief Compliance Officer” means the Chief Compliance Officer of the Fund (who also may serve as the compliance officer of the Advisor and/or one or more affiliates of the Advisor) and his or her delegate.
(E) “Control” shall have the same meaning as that set forth in Section 2(a)(9) of the Act.
(F) “Covered Security” means any stock, bond, future, investment contract, shares of closed-end funds, shares of open-end mutual funds for which Calamos Advisors LLC (CAL) is the adviser or exchange traded funds, or any other instrument that is considered a “security” under the 1940 Act. The term “Covered Security” is very broad and includes items you might not ordinarily think of as “securities,” such as: options on securities, indexes, and currencies; limited partnership interests; interests in a foreign unit trust or foreign mutual fund; municipal securities; interests in a private investment fund, hedge fund, or investment club; or any right to acquire any security such as a warrant or convertible. In addition, purchase and sale transactions of Covered Securities in any 401(k) plan are considered transactions in Covered Securities.
Except that “Covered Security” does not include: direct obligations of the U.S. government (U.S. treasury bills, notes and bonds), money market instruments (including bank certificates of deposit, bankers’ acceptances, commercial paper and repurchase agreements), shares of open-end mutual funds not advised or sub advised by the Adviser or units in 529 College Savings Plans.
(G) “Independent Trustee” means a trustee of the Fund who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the Act.
(H) “Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, as amended (the “1933 Act”), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.
(I) “Limited Offering” means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(5) thereof or pursuant to Rule 504, Rule 505, or Rule 506 thereunder.
(J) “Security Held or to be Acquired” by the Fund means: (i) any Covered Security which, within the most recent 5 days: (A) is or has been held by the Fund; or (B) is being or has been considered by the Fund or the Advisor for purchase by the Fund; and (ii) any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in Section II (F).
(K) “17j-1 Organization” means the Fund or the Advisor, as the context requires.
Section III Objective and General Prohibitions
Access Persons may not engage in any investment transaction under circumstances in which such Access Persons benefits from or interferes with the purchase or sale of investments by the Fund. In addition, Access Persons may not use information concerning the investments or investment intentions of the Fund, or their ability to influence such investment intentions, for personal gain or in a manner detrimental to the interests of the Fund.
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Access Persons may not engage in conduct that is deceitful, fraudulent or manipulative, or that involves false or misleading statements, in connection with the purchase or sale of investments by the Fund. In this regard, Access Persons should recognize that Rule 17j-1 makes it unlawful for any affiliated person of the Fund, or any affiliated person of the Advisor, in connection with the purchase or sale, directly or indirectly, by the person of a Security Held or to be Acquired by the Fund to:
| (i) | employ any device, scheme or artifice to defraud the Fund; |
| (ii) | make any untrue statement of a material fact to the Fund or omit to state to the Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; |
| (iii) | engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Fund; or |
| (iv) | engage in any manipulative practice with respect to the Fund. |
Access Persons should also recognize that a violation of this Code or of Rule 17j-1 may result in the imposition of: (1) sanctions as provided by Section VII below; or (2) administrative, civil and, in certain cases, criminal fines, sanctions or penalties.
Section IV Prohibited Transactions
(A) Other than securities purchased or acquired by a fund affiliated with the Fund and pursuant to an exemptive order under Section 57(i) of the Act permitting certain types of co-investments, an Access Person may not purchase or otherwise acquire direct or indirect Beneficial Ownership of any Covered Security, and may not sell or otherwise dispose of any Covered Security in which he or she has direct or indirect Beneficial Ownership, if he or she knows or should know at the time of entering into the transaction that: (1) the Fund has purchased or sold such Covered Security within the last 5 calendar days, or is purchasing or selling or intends to purchase or sell such Covered Security in the next 5 calendar days; or (2) the Advisor has within the last 5 calendar days considered purchasing or selling such Covered Security for the Fund or within the next 5 calendar days intends to consider purchasing or selling such Covered Security for the Fund.
(B) No Access Person may purchase a Covered Security without first obtaining preapproval from the Chief Compliance Officer of the Fund or his/her designee. From time to time, the Chief Compliance Officer of the Fund or the Adviser may exempt individual Covered Securities or categories of Covered Securities from this requirement.
(C) Access Persons of the Fund or the Advisor must obtain approval from the Fund or the Advisor, as the case may be, before directly or indirectly acquiring Beneficial Ownership in any securities in an Initial Public Offering or in a Limited Offering, except when such securities are acquired by a fund affiliated with the Fund and pursuant to an exemptive order under Section 57(i) of the Act permitting certain types of co- investments. Such approval must be obtained from the Chief Compliance Officer, unless he or she is the person seeking such approval, in which case it must be obtained from the President of the 17j-1 Organization.
(D) No Access Person shall recommend any transaction in any Covered Securities by the Fund without having disclosed to the Chief Compliance Officer his or her interest, if any, in such Covered Securities or the issuer thereof, including: the Access Person’s Beneficial Ownership of any Covered Securities of such issuer, except when such securities transactions are to be made by a fund affiliated with the Fund and pursuant to an exemptive order under Section 57(i) of the Act permitting certain types of co-investments; any contemplated transaction by the Access Person in such Covered Securities; any position the Access Person has with such issuer; and any present or proposed business relationship between such issuer and the Access Person (or a party which the Access Person has a significant interest).
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Section V Reports by Access Persons
| (A) | Personal Securities Holdings Reports. |
All Access Persons shall within 10 days of the date on which they become Access Persons, and thereafter, within 30 days after the end of each calendar year, disclose the title, number of shares and principal amount of all Covered Securities in which they have a direct or indirect Beneficial Ownership as of the date the person became an Access Person, in the case of such person’s initial report, and as of the last day of the year, as to annual reports. Such report is hereinafter called a “Personal Securities Holdings Report.” Each Personal Securities Holdings Report must also disclose the name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person or as of the last day of the year, as the case may be. Each Personal Securities Holdings Report shall state the date it is being submitted.
| (B) | Quarterly Transaction Reports. |
Within 30 days after the end of each calendar quarter, each Access Person shall make a written report to the Chief Compliance Officer of all transactions occurring in the quarter in a Covered Security in which he or she had any direct or indirect Beneficial Ownership. Such report is hereinafter called a “Quarterly Securities Transaction Report.” A Quarterly Securities Transaction Report shall be in the form approved by the Chief Compliance Officer.
| (C) | Independent Trustees. |
Notwithstanding the reporting requirements set forth in this Section V, an Independent Trustee who would be required to make a report under this Section V solely by reason of being a trustee of the Fund is not required to file a Personal Securities Holding Report upon becoming a trustee of the Fund or annually thereafter. Such Independent Trustee also need not file a Quarterly Securities Transaction Report unless such trustee knew or, in the ordinary course of fulfilling his or her official duties as a trustee of the Fund, should have known that during the 15-day period immediately preceding or after the date of the transaction in a Covered Security by the trustee such Covered Security is or was purchased or sold by the Fund or the Fund or the Advisor considered purchasing or selling such Covered Security.
| (D) | Brokerage Accounts and Statements. |
Access Persons, except Independent Trustees, shall:
| (1) | instruct the brokers, dealers or banks with whom they maintain such an account to provide duplicate account statements to the Chief Compliance Officer |
| (2) | on an annual basis, certify that they have complied with the requirements of (1) above. |
| (E) | Form of Reports. |
A Quarterly Securities Transaction Report may consist of broker statements or other statements that provide a list of all personal Covered Securities holdings and transactions in the time period covered by the report and contain the information required in a Quarterly Securities Transaction Report.
| (F) | Responsibility to Report. |
Access Persons will be informed of their obligations to report, however, it is the responsibility of each Access Person to take the initiative to comply with the requirements of this Section V. Any effort by the Fund, or by the Advisor and its affiliates, to facilitate the reporting process does not change or alter that responsibility. A person need not make a report hereunder with respect to transactions effected for, and Covered Securities held in, any account over which the person has no direct or indirect influence or control.
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| (G) | Where to File Reports and Forms. |
| (1) | All Quarterly Securities Transaction Reports and Personal Securities Holdings Reports, as well as Private Fund Securities and IPO Request and Reporting Forms, must be filed with the Chief Compliance Officer. |
| (2) | The Chief Compliance Officer may, from time to time, adopt new methods to submit all Quarterly Securities Transaction Reports and Personal Securities Holdings Reports, as well as Private Fund Securities and IPO Request and Reporting Forms. These new methods, which could include electronic submission of information equivalent to the information currently required under this Code, will be deemed to satisfy the reporting obligations under this Code. |
| (H) | Disclaimers. |
Any report required by this Section V may contain a statement that the report will not be construed as an admission that the person making the report has any direct or indirect Beneficial Ownership in the Covered Security to which the report relates.
Section VI Annual Certification
| (A) | Access Persons. |
Access Persons who are directors, trustees, managers, partners, officers or employees of the Fund or the Advisor shall be required to certify annually that they have read this Code, and that they understand the applicable code and recognize that they are subject to it. Further, such Access Persons shall be required to certify annually that they have complied with the requirements of this Code.
| (B) | Board Review. |
No less frequently than annually, the Fund and the Advisor must furnish to the Fund’s board of trustees, and the board must consider, a written report that: (A) describes any material issues arising under this Code or procedures since the last report to the board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to violations; and (B) certifies that the Fund or the Advisor, as applicable, has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.
Section VII Sanctions
Any violation of this Code shall be subject to the imposition of such sanctions by the 17j-1 Organization as may be deemed appropriate under the circumstances to achieve the purposes of Rule 17j-1 and this Code. The sanctions to be imposed shall be determined by the board of trustees, including a majority of the Independent Trustees, provided, however, that with respect to violations by persons who are directors, managers, partners, officers or employees of the Advisor (or of a Fund that controls the Advisor), the sanctions to be imposed shall be determined by the Advisor (or the controlling person thereof). Sanctions may include, but are not limited to, suspension or termination of employment, a letter of censure and/or restitution of an amount equal to the difference between the price paid or received by the Fund and the more advantageous price paid or received by the offending person
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Appendix A– In-Scope Entities
This policy pertains to the entities and dates listed in the following tables.
Funds for U.S. Investors
| Closed-End Fund Name |
| Calamos Aksia Alternative Credit and Income Fund |
Table 2 - List of In-Scope U.S. Funds
Adopted and Amended Dates
| Adopted: April 28, 2023 |
Table 3 - Dates
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EX-99.CERT
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Dan Dufresne, certify that:
1. I have reviewed this report on Form N-CSR of Calamos Aksia Alternative Credit and Income Fund;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: June 6, 2024
| /s/ Dan Dufresne | |
| Principal Executive Officer |
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Thomas E. Herman, certify that:
1. I have reviewed this report on Form N-CSR of Calamos Aksia Alternative Credit and Income Fund;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: June 6, 2024
| /s/ Thomas E. Herman | |
| Principal Financial Officer |
EX-99.(a)(2)(iii)
Proxy Voting Policies and Procedures for Calamos Aksia Alternative Credit and Income Fund
Adopted: September 5, 2023
Introduction
Calamos1, as an investment adviser, (including, in the case of Calamos Advisors LLC, the Calamos Aksia Alternative Credit and Income Fund(the “Fund”)), has adopted these proxy voting policies and procedures. They are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended. Calamos recognizes the importance of maximizing and protecting the interests of its clients through its voting practices and of helping build stronger corporate governance within the companies in which its clients invest.
Voting proxies on behalf of our clients is established by Calamos advisory contracts or comparable documents, and our proxy voting guidelines have been tailored to reflect these specific contractual obligations.
General Proxy Voting Guidelines
Calamos' proxy voting positions have been developed based on its years of experience with proxy voting and corporate governance issues. These principles have been reviewed by various members of Calamos' organization, including Portfolio Management, Legal, Compliance, and Calamos' officers. The Board of Trustees of the Calamos Funds is asked to approve the proxy voting policies and procedures annually.
While Calamos has adopted general guidelines for voting proxies as summarized below, Calamos may deviate from the general policies and procedures when it determines that the particular facts and circumstances warrant such deviation to protect the interests of the Advisory Clients. Each proxy and proposal will be considered based on the relevant facts and circumstances. These guidelines below cannot provide an exhaustive list of all the issues that may arise nor can Calamos anticipate all future situations. Corporate governance issues are diverse and continually evolving and Calamos devotes significant time and resources to monitor these changes.
Two of the primary factors Calamos considers when determining the desirability of investing in a particular company is the quality and depth of that company's management. Accordingly, the recommendation of management on any issue is a factor that Calamos considers in determining how proxies should be voted. However, Calamos does not consider recommendations from management to be determinative of Calamos' ultimate decision. As a matter of practice, the votes with respect to most issues are cast in accordance with the position of the company's management. Each issue, however, is considered on its own merits, and Calamos will not support the position of a company's management in any situation where it determines that the support of management's position would adversely affect the investment merits of owning that company's shares.
1 See Appendix A for a complete list of covered entities.
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The following guidelines reflect what Calamos believes to be good corporate governance and behavior:
| A. | Corporate Governance and Structure |
| (i) | Merger, Acquisitions, Reincorporation and Other Transactions. Companies ask their shareholders to vote on a wide variety of transactions, including mergers, acquisitions, re- incorporations and reorganizations involving business combinations, liquidations and the sale of all or substantially all of a company’s assets. Voting on such proposals involves considerations unique to each transaction. Therefore, we will vote on proposals to affect these types of transactions on a case-by-case basis. |
| (ii) | Anti-Take Over Measures and Shareholder Voting Rights. Calamos generally opposes anti- takeover measures since they tend to reduce shareholder rights. However, as with all proxy issues, Calamos conducts an independent review of each anti-takeover proposal. On occasion, Calamos may vote with management when the research analyst has concluded that the proposal is not onerous and would not harm Advisory Clients' interests as shareholders. Calamos generally supports proposals that require shareholder rights plans ("poison pills") to be subject to a shareholder vote. Calamos will closely evaluate shareholder rights' plans on a case-by-case basis to determine whether they warrant support. Calamos will generally vote against any proposal to issue stock that has unequal or subordinate voting rights. |
| (iii) | Board of Directors/Trustees. The election of directors and an independent board are vital to good corporate governance. Directors are expected to be competent individuals and they should be accountable and responsive to shareholders. Calamos seeks to ensure that the board of directors of a company is sufficiently aligned with security holders’ interests and provides proper oversight of the company’s management. In many cases this may be best accomplished by having a majority of independent board members. Calamos generally prefers that key committees such as audit, nominating, and compensation committees be comprised of independent directors. |
| (iv) | Ratification of Auditors. As needed, Calamos will examine proposals relating to non-audit relationships and non-audit fees. Calamos will vote against the ratification of auditors when there is clear and compelling evidence of accounting irregularities or negligence attributable to the auditors. |
| (v) | Capital Structure. Calamos realizes that a company's financing decisions have a significant impact on its shareholders, particularly when they involve the issuance of additional shares of common or preferred stock or the assumption of additional debt. In general, Calamos respects management’s capital structure judgment and forecasting abilities. As needed, and with collaboration from our research analysts, Calamos will carefully review proposals by companies to increase authorized shares and the purpose for the increase. |
| (vi) | Social and Corporate Policy Issues. As a fiduciary, Calamos is primarily concerned about the financial interests of its Advisory Clients. Calamos will generally give management discretion regarding social, environmental and ethical issues. |
| (vii) | Global Corporate Governance. Calamos manages investments in countries worldwide. Many of the tenets discussed above are applied to Calamos' proxy voting decisions for international investments. However, Calamos must be flexible in these worldwide markets and must be mindful of the varied market practices of each region. |
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| B. | Executive Compensation and Option Plans. A company's equity-based compensation plan should be in alignment with the shareholders' long-term interests. Accordingly, proxy votes should be used to encourage the use of reasonably designed compensation plans that promote such alignment by providing officers and employees with an incentive to increase shareholder value. Calamos evaluates plans on a case-by-case basis by considering several factors to determine whether the plan is fair and reasonable. Calamos may review its proxy voting service’s analysis to assess such plans. Severance compensation arrangements will be reviewed on a case-by-case basis, although Calamos will oppose "golden parachutes" that are considered excessive. Calamos will normally support proposals that require that a percentage of directors' compensation be in the form of common stock, as it aligns their interests with those of the shareholders. |
| C. | Other Business Matters. Many proxy statements include the approval of routine business matters, such as changing the company’s name, and procedural matters relating to the shareholder meetings. Generally, these routine matters do not have a material adverse effect on shareholder interests and are best left to the board of directors and senior management of the company. Thus, we will generally vote for board-approved proposals seeking to approve such routine matters. |
Responsibility of Calamos to Vote Proxies
Calamos has assigned its administrative duties with respect to the proxy analysis and voting decisions to the “Proxy Group” (the Investment team – research analysts and portfolio management), and administrative processing to its Corporate Actions Group (“Corporate Actions”) within the Operations Department.
Calamos utilizes two vendors which provide distinct services relevant to Calamos’ proxy duties. Calamos subscribes to a supplementary, unaffiliated, third-party corporate proxy research service, Glass Lewis, which provides in-depth analyses of shareholder meeting agendas and vote recommendations. Glass Lewis facilitates the voting decision of each proxy in accordance with Calamos’ proxy voting policy (“custom policies”) as described above. Said differently, Glass Lewis analyzes the ballot item and recommends a vote for the ballot item based on Calamos’ proxy voting rules.
Calamos will generally follow its custom policies unless the Proxy Group and/or the Proxy Review Committee2 determines that the client’s interests are best served by voting otherwise or unless otherwise directed by the client.
Calamos also utilizes two systems owned by Broadridge to monitor and manage the processes associated with proxies: Proxy Edge and Proxy Disclosure. Proxy Edge receives the voting decisions from Glass Lewis which it uses to votes the ballots for Calamos shares. Proxy Edge provides the record keeping, voting, account administration and reporting for Calamos. Proxy Edge feeds meetings, agenda items and related
2 The Proxy Review Committee is comprised of representatives from Portfolio Management (which may include portfolio managers and/or research analysts employed by Calamos), Operations, and advisory, non-voting members from the Legal and Compliance Departments.
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votes by account to Proxy Disclosure which facilitates additional reporting as well as the annual N-PX filing for the Calamos Funds.
Proxy Edge systematically votes shares based on Calamos’ custom policies that are maintained within Glass Lewis. A ballot is systematically voted based on the shares on holding reconciliation date (record date) or as soon as Glass Lewis has applied the Calamos custom policies to the ballot after that date. Calamos performs a reconciliation versus shares held at the custodian when the ballot is received by Proxy Edge. The shares from the custodian are continually updated until record date on Proxy Edge based on account trade activity.
Any ballot that includes one or more “case by case” items will not be systematically voted. All items on this type of ballot are manually voted. Case by case items are sent to the Proxy Group along with the written guidance and other relevant information produced by Glass Lewis to assist with the Proxy Group’s analysis. Any named Portfolio Manager, or designee, on a Fund and/or Account may provide the voting instructions to the Proxy Group.
Based on the instruction provided by the Proxy Group, the Corporate Actions Group will process the Calamos votes on Proxy Edge which will then vote each client proxy accordingly (unless otherwise directed by a client).
Proxies are voted solely in the best interests of Calamos clients; namely the Calamos Funds, separate account clients, and where employee benefit plan assets are involved, in the interests of the plan participants and beneficiaries (collectively, "Advisory Clients") that have properly delegated such responsibility to Calamos.
Corporate Actions is responsible for maintaining oversight of all facets of the proxy process as described above and including:
| · | overseeing account administration on both Broadridge systems Proxy Edge and Proxy Disclosure; |
| · | identifying potential conflicts of interest and reporting them to the Proxy Review Committee; |
| · | consulting with Proxy Group for the relevant portfolio security (and the Proxy Review Committee if necessary); |
| · | monitoring proxies to ensure Glass Lewis applies Calamos’ custom policies to the ballot on a timely basis; |
| · | ensuring proxies that have case by case items are voted as directed by the Proxy Group or Calamos’ custom policies as needed; |
| · | ensuring the voting process is timely; |
| · | validating meetings by Fund in Proxy Disclosure and reconciling to Proxy Edge data; |
| · | facilitating a timely filing of the Funds’ annual N-PX through Proxy Disclosure; and |
| · | maintaining proxy voting records. |
Limitations Relating to Proxy Voting
Securities Lending. Certain Calamos Funds and Advisory Client accounts may participate in securities lending programs with various counterparties. If a fund or account participates in a securities lending program, upon direction by the Portfolio Manager(s) prior to record date, the Proxy Group will attempt to recall the portfolio securities and vote proxies relating to such securities. For example, if the Investment Team determines that the votes involve matters that could have a material effect on the
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fund’s or account’s investment in such loaned securities. Based on the timing of when the ballot is received in Proxy Edge versus the record date of the meeting, there can be no guarantee that any such securities can be retrieved without proactive knowledge of the upcoming meeting. The Portfolio Managers seeks to balance the economic benefits of continuing to participate in an open securities lending transaction against the inability to vote proxies. As a result, Calamos generally will not attempt to recall portfolio securities to vote proxies.
Securities of Foreign Issuers. In certain foreign jurisdictions, the voting of proxies on portfolio securities may result in additional restrictions that may have an economic impact or cost to the security holder. We believe that in some instances the best interest of our clients is served by abstaining or not voting such proxies. Examples of issues unique to foreign securities include, but are not limited to, the following
| (i) | Share Blocking. In certain non-U.S. jurisdictions, a security holder that votes a proxy is prohibited from selling the security until the meeting for which the proxy has been voted is completed. This period of time may range from days to weeks. Since this blocking of sales prevents the sale of a security regardless of market conditions and developments, we believe it increases risk. Therefore, it often may be in the best interests of our investors not to vote such proxies. Whether we vote such proxies will be determined on a case-by-case basis. |
| (ii) | Lack of Notice or Information. Foreign regulations do not standardize the notification period for a proxy vote. In some instances, the notice period is so short that we cannot research the issues presented. In instances where we have insufficient notice to permit us to cast a reasoned vote, we will abstain from voting on particular issues or not vote at all. |
Additional Information Provided by Issuer Before Voting Deadline. Glass Lewis has the ability to alert Calamos of any updates that were made to its analysis document for each meeting based on issuer feedback. Calamos must indicate its’ interest in the issuer meeting for Glass Lewis to know to alert Calamos of the new information. Calamos indication of this interest is a manual process handled by Calamos accessing the original analysis document. Corporate Actions has created a process to help ensure Calamos interest in certain meetings is properly communicated to Glass Lewis.
Conflicts of Interest
Directors and employees of Calamos including the Proxy Group should be sensitive to the possibility that their interests may conflict with the interests of Advisory Clients.
| A. | Identification of Conflicts of Interest. Conflicts of interest can arise in situations where: |
| · | The issuer is a client of Calamos or its affiliates; |
| · | The issuer is a vendor whose products or services are material or significant to the business of Calamos or its affiliates; |
| · | The issuer is an entity participating, or which may participate, in the distribution of investment products3 advised, administered or sponsored by Calamos or its affiliates |
3 e.g., a broker, dealer, investment adviser, or bank.
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| · | An employee of Calamos or its affiliates also serves as a director or officer of the issuer (it should be noted, Calamos does not generally allow its employees to serve on the board of a public company); |
| · | A director of Calamos Asset Management, Inc. or a Trustee of a Calamos Fund, also serves as an officer or director of the issuer; or |
| · | The issuer is a Calamos proprietary product; e.g. a Calamos closed-end fund. |
| · | Rule 12d1-4 conflicts – a Calamos Fund and its affiliates must vote their respective securities in a non-Calamos “Acquired” Fund in the same proportion as the vote of all other holders of such securities under certain circumstances.4 |
Even while a proxy may involve an entity with which a relationship exists, generally the matters put to vote do not cause a conflict of interest between Calamos and the client.
Potential conflicts of interest are identified based upon analyses of client, broker and vendor lists, information periodically gathered from directors and officers, and information derived from other sources, including public filings relative to the matters for which the Company is seeking shareholder approval.
| B. | Resolution of Conflicts of Interest. Calamos will generally apply its custom policies to proxy matters regardless if a conflict has been identified. However, in these situations, the Proxy Group will refer the matter, along with the recommended course of action by Calamos (based on its custom policies), if any, to the Proxy Review Committee5 for evaluation. The Proxy Review Committee will independently review proxies, determine the appropriate action to be taken which in limited circumstances includes sending the proxy directly to the relevant Advisory Clients with a recommendation regarding the vote for approval. To the extent the shares have been systematically voted and the Proxy Committee decides to vote differently than its custom policies, Corporate Actions will manually change the vote within Proxy Edge. |
| C. | Records of Corporate Actions. Corporate Actions with Legal will prepare a Conflicts Report for each situation where a conflict of interest is identified. The Conflict Report (1) describes any conflict of interest; (2) discusses the procedures used to address such conflict of interest; and (3) discloses any contacts from parties outside Calamos (other than routine communications from proxy solicitors) with respect to the proposal not otherwise reported. The Conflicts Report will also include written confirmation that any recommendation provided was made solely on the investment merits and without regard to any other consideration. |
4 To the extent a Calamos Fund and its affiliates in the aggregate hold more than 25% of outstanding voting securities of a non-Calamos Acquired fund that is a registered open-end fund or unit investment trust as a result of a decrease in the outstanding voting securities of the non-Calamos fund or the Calamos Fund and its affiliates in the aggregate hold more than 10% of the outstanding voting securities of a non-Calamos Closed-end fund or business development company, the Calamos Fund and its affiliates must mirror or echo vote (i.e.,vote their respective securities in the same proportion as the vote of all other holders of such securities; provided, however, that in circumstances where all holders of the outstanding voting securities of the Acquired Fund are required to mirror or echo vote, the Calamos Fund and its affiliates will seek instructions from shareholders with regard to the voting of all proxies with respect to such Acquired Fund and vote such proxies only in accordance with such instructions. See also Procedures for Compliance with Section 12(d)(1), Related Rules and Exemptive Orders.
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Record Retention and Disclosure
| A. | Record Retention. The Adviser shall be responsible for collecting and maintaining proxy related information on each vote cast as required by applicable law. Such information shall include (i) the name of the shareholder whose proxy is being voted; (ii) the name of the company; (iii) the exchange ticker symbols of the company; (iv) Security Identifier; (v) proxy statements; (vi) shareholder meeting date; (vii) brief identification of the matter voted on; (viii) whether the matter was proposed by the company or by a security holder; (ix) whether a vote was cast on the matter; (x) how the vote was cast (e.g., for or against proposal, or abstained, for or withheld regarding election of directors); (xi) whether the vote was cast for or against management; (xii) Conflicts Reports; and (xiii) any information created by Calamos or a third party needed by the Committee to make a voting determination. The above information shall be maintained in an easily accessible place for a period of not less than six years from the end of the fiscal year in which the information was created, with the first two years in an appropriate office of Calamos unless record retention is outsourced. |
| B. | Disclosure. The Adviser shall be responsible for appropriately disclosing proxy voting information, including these policies and procedures, the voting guidelines and the voting records of the Funds or clients as may be required by applicable law. Corporate Actions, in conjunction with the Legal department will file all required SEC Forms N-PX, on a timely basis with respect to investment company clients, disclose that its proxy voting record is available on the web site, and will make available the information disclosed in its Form N-PX as soon as is reasonable practicable after filing Form N-PX with the SEC, and will, upon request, furnish a copy of the proxy policies and procedures to the requesting client. Corporate Actions, in conjunction with the Legal department will ensure that all required disclosure about proxy voting of the investment company clients is made in such clients' financial statements and disclosure documents. |
Reports to the Funds’ Boards and Non-Investment Company Clients of Calamos
Corporate Actions shall provide proxy information to each Board of Trustees of the Funds as such Board may request from time to time.
For non-investment company clients of Calamos, Corporate Actions shall appropriately respond in writing to all written client requests for information on how it voted on behalf of the client. Such written request along with the written response shall be maintained in an easily accessible place for a period of not less than five years from the end of the fiscal year, with the first two years in an appropriate office of Calamos.
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Appendix A – In-Scope Entities
This policy pertains to the entities listed in the following tables. Companies
| Company name | Description |
| Calamos Advisors LLC | U.S. Investment Adviser |
Table 1 - List of In-Scope Companies
| Closed-End Fund Name |
| Calamos Aksia Alternative Credit and Income Fund |
Table 2 - List of In-Scope U.S. Funds
Revision Date
| Date |
| Adopted: September 5, 2023 |
Table 3 – List of Revision Dates for Policy
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EX-99.906CERT
SECTION 906 CERTIFICATION
Pursuant to 18 U.S.C. Section 1350, each of the undersigned officers of Calamos Aksia Alternative Credit and Income Fund (the “Company”), hereby certifies, to his knowledge, that the Company’s Report on Form N-CSR for the period ended March 31, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: June 6, 2024
| /s/ Dan Dufresne | |
| Name: Dan Dufresne | |
| Title: Principal Executive Officer | |
| /s/ Thomas E. Herman | |
| Name: Thomas E. Herman | |
| Title: Principal Financial Officer |
This certificate is furnished pursuant to the requirements of Form N-CSR and shall not be deemed “filed” for purposes of section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act of 1934.
A signed original of this certificate required by Section 906 has been provided to Calamos Aksia Alternative Credit and Income Fund and will be retained by Calamos Aksia Alternative Credit and Income Fund and furnished to the Securities and Exchange Commission or staff upon request.