SecProbe.io

CORRESP
1
filename1.htm

ROPES & GRAY LLP

PRUDENTIAL TOWER

800 BOYLSTON STREET

BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

January 23, 2023

Lisa N. Larkin

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-4720

Re: Calamos Antetokounmpo Sustainable
Equities Trust (the “Registrant”)

Pre-Effective Amendment No. 1 to the Initial Registration
Statement on Form N-1A (File Nos. 333-267049 and 811-23822)

Dear Ms. Larkin:

I am writing to respond to the comments of the
staff of the U.S. Securities and Exchange Commission (the “Commission”) that you provided by phone on November 30,
2022, January 17, 2023, January 18, 2023 and January 19, 2023 in connection with Pre-Effective Amendment No. 1 to
the Registrant’s initial registration statement on Form N-1A, filed with the Commission on November 4, 2022 (the “Registration
Statement”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the Investment
Company Act of 1940, as amended (the “1940 Act”). The Commission’s comments are reflected below, followed by
the Registrant’s responses. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Registration
Statement. The Registrant intends to file another pre-effective amendment (the “Amendment”) to (i) reflect the
revisions discussed herein in response to your comments; (ii) make certain non-material changes as appropriate; and (iii) file
exhibits to the Registration Statement.

Amended and Restated Agreement and Declaration of Trust

1.              Comment.
Please disclose the provision referenced in Section 8.9(a)(iii) of the Amended and Restated Agreement and Declaration of Trust
(“Declaration of Trust”) in an appropriate location in the Prospectus.

Response.
The referenced disclosure has been revised in the Prospectus as reflected in Appendix A, which shows cumulative revisions under “Other
Information” in the “Fund Facts” section of the Prospectus.

2.              Comment.
Please revise the provision in Section 8.9(a)(iv) of the Declaration of Trust to state
that the provision does not apply to claims arising under federal securities laws. Please also disclose in an appropriate location in
the Prospectus both the provision and that the provision does not apply to claims arising under the federal securities laws.

Response.
The referenced disclosure has been revised in Section 8.9(a)(iv) of the Declaration of Trust and the Prospectus has been updated
accordingly as reflected in Appendix A.

  - 2 - January 23, 2023

3.              Comment.
Section 8.11 of the Declaration of Trust states:

“IN CONNECTION WITH ANY SUCH SUIT, ACTION, OR PROCEEDING
BROUGHT IN THE SUPERIOR COURT IN THE STATE OF DELAWARE, ALL SHAREHOLDERS AND ALL OTHER SUCH PERSONS HEREBY IRREVOCABLY WAIVE THE RIGHT
TO A TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW.”

Please disclose this information in an appropriate location within
the Prospectus.

Response.
The referenced disclosure has been revised in the Prospectus as reflected in Appendix A.

4.              Comment.
Section 8.11 of the Declaration of Trust also states that:

“unless
the Trust consents in writing to the selection of an alternative forum, the Federal District Courts of the United States of America shall
be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under any federal securities law[.]”

Please disclose this information in an appropriate place within the
Prospectus, along with a description of the corresponding risks. For example, the risk that shareholders may have to bring a suit in an
inconvenient and/or less favorable forum and that there is a question as to the enforceability of these provisions given that shareholders
are permitted to bring suits in both state and federal courts.

Response.
The referenced disclosure has been revised, as reflected in Appendix A, to alert investors to the fact that Section 8.11 of the Declaration
of Trust contains exclusive forum provisions outlining which causes of action will be heard in state court and which will be heard in
federal court. The disclosure also now highlights certain risks for investors that might result from such provisions.

Correspondence

5.              Comment.
Based on your response to Comment 1 in the correspondence filing dated November 4, 2022, it is unclear whether Mr. Antetokounmpo
would be providing financial support or if his role is solely related to marketing (or if he is in fact providing advisory services).
Please provide further explanation of Mr. Antetokounmpo’s role with Calamos Antetokounmpo Sustainable Equities Fund (the “Fund”).

Response.
The principal owners of the Fund’s investment adviser (the “Investment
Adviser”) are Calamos Advisors LLC (“CAL”) and Original C Fund, LLC (“Original C”). Original
C is an entity whose voting rights are wholly owned by Original PE, LLC which, in turn, is wholly owned by Mr. Antetokounmpo. On
December 27, 2022, the Investment Adviser changed its name to Calamos Antetokounmpo Asset Management LLC to more fully reflect Mr. Antetokounmpo’s
ownership in and association with the Investment Adviser, as noted in Item 4 on Form ADV Part 2A as filed with the Commission.
Consequently, the proposed name of the Fund directly reflects the name of the Investment Adviser.

  - 3  - January 23, 2023

In addition to Mr. Antetokounmpo’s ownership of the Investment
Adviser, as described in the prior comment response letter, Mr. Antetokounmpo serves on the Investment Adviser’s Board of Directors
(the “IA Board”). Further, Original C, the entity through which Mr. Antetokounmpo holds his interests in the Investment
Adviser, appoints two of the four members of the IA Board. As an active member of the IA Board and with effective control of half of the
IA Board, Mr. Antetokounmpo’s approval is effectively necessary for a host of material items, including the launch of a new
product (such as the Fund) and changes to the nature of the Investment Adviser’s business. It is intended that Mr. Antetokounmpo
will provide input in selecting the initial strategy for any fund. To this end, the Investment Adviser’s operating documents give
Mr. Antetokounmpo, indirectly, input on the investment restrictions for each fund that the Investment Adviser may advise.

6.              Comment.
Please confirm supplementally that Mr. Antetokounmpo is complying with marketing and advertising rules (nothing specific but
this is new territory for us). If there are any additional details you can provide, it would be helpful.

Response.
In structuring the Investment Adviser, the parties carefully considered how they would address regulatory considerations, including under
the Investment Advisers Act of 1940, as amended (the “Advisers Act”), with regard to endorsements, as well as marketing
and advertising requirements under the 1940 Act.1 It was
recognized that any arrangement with Mr. Antetokounmpo whereby he indicated approval, support, or otherwise recommended the Investment
Adviser, CAL or their supervised persons could implicate the provisions of Rule 206(4)-1 (the “Marketing Rule”)
under the Advisers Act relating to endorsements.2 With regard
to the Marketing Rule, the provisions governing endorsements provide an exemption from certain disclosure and written agreement obligations
for endorsements by an investment adviser’s directors (the “affiliated personnel exemption”).3
Mr. Antetokounmpo, as a director of the Investment Adviser, is a person described in the affiliated personnel exemption in connection
with endorsement activity with respect to the Investment Adviser. In order to rely on the affiliated personnel exemption, among other
things, the affiliation between the investment adviser and the affiliated person (Mr. Antetokounmpo) must be readily apparent to
(or disclosed to) the client or investor at the time the endorsement is disseminated. According to the SEC, “[a]n affiliated relationship
. . . may be readily apparent when a person is clearly identified as related to the adviser.”4
Mr. Antetokounmpo’s name is associated with the Investment Adviser – “Calamos Antetokounmpo Asset Management LLC”
 – as well as each fund sponsored by the Investment Adviser, which helps to facilitate compliance with this requirement of the affiliated
personnel exemption.

1 As required pursuant to Rule 206(4)-7 under the Advisers Act, the Investment Adviser has adopted policies
and procedures reasonably designed to prevent violation, by the Investment Adviser and the Investment Adviser's supervised persons, of
the Advisers Act and the rules that the SEC has adopted thereunder.

2 Under the Marketing Rule and unless an exemption applies, an investment adviser’s advertisement
may not include any endorsement, and an investment adviser may not provide compensation, directly or indirectly, for an endorsement, unless
certain disclosure, oversight and disqualification requirements are satisfied. See Advisers Act Rule 206(4)-1(b). As further discussed
herein, not all communications to the public by or involving Mr. Antetokounmpo and relating to the Investment Adviser would constitute
an endorsement or, more generally, an advertisement under the Marketing Rule.

3 See Advisers Act Rule 206(4)-1(b)(4)(ii).

4 Investment Adviser Marketing, SEC Rel. No. IA-5653 (Dec. 22, 2020) at 137-8.

  -  4 - January 23, 2023

With respect to the Fund, as the SEC stated, the Marketing Rule “will
not apply to advertisements about registered investment companies.”5 Rather, these regulatory considerations contextualize
the association of Mr. Antetokounmpo’s name with the Investment Adviser and the Fund. The Investment Adviser and the Registrant
are fully aware of the distinct regulatory regime applicable to registered investment company advertising. Moreover, Mr. Antetokounmpo’s
brand leadership efforts relating to the Investment Adviser, described in more detail in the prior comment response letter, in some cases
may be designed to raise the Investment Adviser’s profile generally rather than offer investment advisory services with regard to
securities and, as such, would not constitute an advertisement or endorsement under the Marketing Rule.6

7.              Comment.
Please confirm if the Investment Adviser offers other services such as separately managed accounts, financial planning, etc. to other
clients.

Response.
The Investment Adviser’s current clients are the Registrant and the Calamos Antetokounmpo Global Sustainable Equities ETF, a proposed
new series of the Calamos ETF Trust for which a registration statement was filed on November 4, 2022. The Investment Adviser and
CAL will serve as the ETF’s investment adviser and sub-adviser, respectively. It should also be noted that the Investment Adviser
currently anticipates entering into a non-discretionary investment management agreement with CAL, pursuant to which the Investment Adviser
will provide non-discretionary advice to CAL with respect to the Calamos Antetokounmpo U.S. Sustainable Equities Fund, a UCITS, and a
sub-fund of GemCap Investment Funds (Ireland plc), which is an open-ended umbrella investment company with variable capital incorporated
with limited liability and segregated liability between its sub-funds that is currently in registration with the Central Bank of Ireland.
In any case, as described in the response to Comment 6, Mr. Antetokounmpo’s brand leadership efforts relating to the Investment
Adviser in some cases may be designed to raise the Investment Adviser’s profile generally rather than offer investment advisory
services with regard to securities and, as such, would not constitute an advertisement or endorsement under the Marketing Rule. Also as
described above, it is contemplated that Mr. Antetokounmpo will engage in marketing and endorsement activity with respect to the
Investment Adviser in reliance on the affiliated personnel exemption as necessary.

5 Id. at 13.

6 See id. at 37 (“If such a [brand content-related] communication is designed to raise the
profile of the adviser generally, but does not offer any investment advisory services with regard to securities, the communication would
not fall within the definition of an advertisement under the rule”); see also Rule 206(4)-1(e)(5)(defining “endorsement”).

  - 5  - January 23, 2023

8.              Comment.
Please consider including a redacted version of the licensing agreement as a part of the Fund’s Part C exhibit list. The Staff
is not concerned with the structure or details of the licensing agreement, but, given this agreement establishes the relationship between
Mr. Antetokounmpo and the Fund, it is hard to see the basis for his involvement without it.

Response.
Mr. Antetokounmpo’s relationship to the Fund is established through his role as a director and an owner of the Fund’s
investment adviser, not through the license granted to the Investment Adviser relating to any name, image, likeness, trademark, or other
intellectual property of Original C or any of its affiliates (including Mr. Antetokounmpo). Indeed, rather than illuminating the
basis for Mr. Antetokounmpo’s involvement, the Registrant believes that attaching a redacted excerpt of licensing provisions
from the investment adviser’s limited liability company agreement as an exhibit to the Registrant’s Part C would more
likely confuse investors as to the basis for Mr. Antetokounmpo’s involvement, potentially creating the misimpression that,
for example, the Fund is merely licensing his name.

9.              Comment.
Please include key-person risk disclosure in the statutory and summary sections of the Prospectus.

Response.
The Registrant will include the requested disclosure in the Fund’s Prospectus.

10.            Comment.
Further to the topic referenced above in comment #5, please explain supplementally what is meant by “setting the initial strategy”
and “indirect” input on the investment restrictions.  Does this mean fundamental restrictions?  Additionally, please
state supplementally if Mr. Antetokounmpo will continue to be involved in the investment selection process.

Response.
The description of Mr. Antetokounmpo’s role in the prior comment response letter is based on provisions in the limited liability
company agreement (the “JV Agreement”) of the Fund’s investment adviser (the “Adviser”). The
JV Agreement provides that each fund sponsored by the Adviser shall be subject to investment restrictions reasonably agreed between Calamos
Advisors LLC (“CAL”) and Original C Fund, LLC (“Original C”), the entity through which Mr. Antetokounmpo
holds his interests in the Adviser (and the voting rights of which Mr. Antetokounmpo indirectly holds 100%). As noted in the prior
comment response letter, Mr. Antetokounmpo has indirect control of half of the Adviser’s Board. As a result, his approval is
effectively necessary for the launch of the Fund and its initial investment strategy. Neither Original C nor Mr. Antetokounmpo shall
provide any “investment advice” to the Fund and each is not registered under the Advisers Act. Mr. Antetokounmpo will,
however, be involved with marketing efforts on behalf of the Adviser. CAL, as the Fund’s sub-adviser, retains authority over day-to-day
investment decision-making pursuant to the Sub-Advisory Agreement, consistent with the Fund’s investment strategies under the oversight
of the Adviser.

  - 6  - January 23, 2023

11.            Comment.
Please consider whether Mr. Antetokounmpo as owner of the Adviser will be an affiliate or a promoter of the Fund under the Investment
Company Act and whether such status may affect the Fund’s policies and procedures.  For example, Section 17 of the Investment
Company Act addresses certain transactions between the Fund and its affiliates/promoters.

Response.
The Fund and Adviser will consider Mr. Antetokounmpo’s status and whether it is appropriately addressed by the Fund’s
policies and procedures.

12.