CCD Calamos Dynamic Convertible and Income Fund

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported) May 14, 2024

 

Calamos Dynamic Convertible and Income Fund

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

811-22949	47-1549409
(Commission File Number)	(IRS Employer Identification No.)
2020 Calamos Court Naperville, Illinois	60563
(Address of Principal Executive Offices)	(Zip Code)

 

(630) 245-7200

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Name of each exchange on which registered Symbol(s)

 

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Shares		CCD		NASDAQ Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Effective May 14, 2024, the Board of Trustees of Calamos Dynamic Convertible and Income Fund (the "Trust") amended the Trust’s By-Laws, as amended and restated through August 23, 2021 (the “By-Laws”). The aforementioned amendment (the “Amendment”) relates to provisions governing the forum for adjudication of disputes.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

3.2

Amendment, dated May 14, 2024, to the By-Laws of Calamos Dynamic Convertible and Income Fund, as amended and restated through August 23, 2021.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Calamos Dynamic Convertible and Income Fund
	By:	/s/ Erik D. Ojala
	Name:	Erik D. Ojala
	Title:	Vice President and Secretary

 

Date: May 14, 2024

 

 

 

Exhibit 3.2

 

CALAMOS DYNAMIC CONVERTIBLE AND INCOME FUND

 

AMENDMENT NO. 1 TO THE BY-LAWS

 

The undersigned, being at least a majority of the Trustees of Calamos Dynamic Convertible and Income Fund (the “Trust”), hereby amend the Trust’s By-Laws, as amended and restated through August 23, 2021 (the “By-Laws”), as follows:

 

1.

The By-Laws are hereby amended by deleting Article 12 thereof in its entirety and replacing it with the following:

 

ARTICLE 12

 

Forum for Adjudication of Disputes

 

Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or other employee of the Trust to the Trust or the Trust’s Shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Act, the 1940 Act, the Declaration of Trust or these By-Laws (other than a claim pursuant to Section 36(b) of the 1940 Act), (iv) any action to interpret, apply, enforce or determine the validity (including under the 1940 Act) of the Declaration of Trust or these By-Laws or (v) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware (each, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall, to the fullest extent permitted by law, including Section 3804(e) of the Delaware Act, be (i) deemed to have notice of and consented to the provisions of this Article 12, (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any Covered Action; and (iii) deemed to have irrevocably waived any and all right to trial by jury in any Covered Action.

 

If any Covered Action is filed in a court other than the Court of Chancery of the State of Delaware or the Superior Court of the State of Delaware (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Court of Chancery of the State of Delaware and the Superior Court of the State of Delaware in connection with any action brought in any such courts to enforce the first paragraph of this Article 12 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12.

 

 

If any provision or provisions of this Article 12 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 (including, without limitation, each portion of any sentence of this Article 12 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.

 

The foregoing amendment shall be effective as of 14th day of May 2024.

 

IN WITNESS WHEREOF, the undersigned have executed this Amendment to the By-Laws of the Trust as of the 13th day of May 2024.

 

	/s/ John P. Calamos, Sr.
	John P. Calamos, Sr.
	/s/ John E. Neal
	John E. Neal
	/s/ William R. Rybak
	William R. Rybak
	/s/ Lloyd A. Wennlund
	Lloyd A. Wennlund
	/s/ Virginia G. Breen
	Virginia G. Breen
	/s/ Karen L. Stuckey
	Karen L. Stuckey
	/s/ Christopher M. Toub
	Christopher M. Toub

 

 

v3.24.1.1.u2

Cover	May 14, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 14, 2024
Current Fiscal Year End Date	--10-31
Entity File Number	811-22949
Entity Registrant Name	Calamos Dynamic Convertible and Income Fund
Entity Central Index Key	0001602584
Entity Tax Identification Number	47-1549409
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2020 Calamos Court
Entity Address, City or Town	Naperville
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60563
City Area Code	630
Local Phone Number	245-7200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares
Trading Symbol	CCD
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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