SEC Company Response from CALAMOS INVESTMENT TRUST — Dec 6, 2021
CALAMOS INVESTMENT TRUST/IL (CIK 0000826732)
Date: Dec. 6, 2021 · CIK: 0000826732 · Accession: 0001104659-21-146726
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File numbers found in text: 811-05443
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ROPES & GRAY LLP
191 NORTH WACKER DRIVE
32nd FLOOR
CHICAGO, ILLINOIS 60606-4302
WWW.ROPESGRAY.COM
December 6, 2021
Mr. Ryan Sutcliff
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-4720
Re: Calamos Investment Trust (File Nos. 33-19228 and 811-05443) (the “Registrant”)
Dear Mr. Sutcliff:
I am writing to respond to the comments of the
staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) that you provided
by telephone on November 12, 2021 in connection with the registration statement on Form N-1A, filed with the Commission pursuant
to Rule 485(a) under the Securities Act of 1933, as amended (the “Securities Act”), on September 30,
2021 (the “PEA”) for the purpose of adding Calamos Global Sustainable Equities Fund (the “Fund”)
as a new series of the Registrant. Your comments are summarized below, followed by our responses. Capitalized terms not otherwise defined
herein have the meanings ascribed to them in the PEA. The Registrant intends to file a future post-effective amendment pursuant to Rule 485(b) under
the Securities Act to (the “Future Amendment”) (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.
1. Comment. The Staff requests
that page numbers be added to the Table of Contents of the statutory prospectus for the Fund.
Response.
The requested change has been made.
2. Comment. The Staff requests
that the Registrant provide all missing information noted in brackets or blanks sufficiently in advance of effectiveness for review.
Response.
To the extent not otherwise provided in response to the Staff’s comments herein, the Registrant confirms that it has included
all missing information noted in the PEA in the Future Amendment.
3. Comment. In the first paragraph
under the section titled “Fees and Expenses of the Fund,” please format the text of the second sentence (which reads as noted
below) to appear in bold face text.
“Investors may pay other fees,
such as brokerage commissions and/or other forms of compensation to a financial intermediary, which are not reflected in the tables or
the examples below.”
Response.
The requested change has been made.
4. Comment. The Staff requests
that the Fund’s Annual Fund Operating Expenses table and example expenses be provided in advance of effectiveness for the Staff’s
review.
Response.
The Fund’s Annual Fund Operating Expenses table and example expenses have been revised as follows:
Shareholder
Fees (fees paid directly from your investment):
CLASS
A
CLASS
C
CLASS
I
CLASS
R6
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
4.75
%
None
None
None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the redemption price or offering price)
None
1.00
%
None
None
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment):
Management Fees
0.85
%
0.85
%
0.85
%
0.85
%
Distribution and/or Service Fees (12b-1)
0.25
%
1.00
%
None
None
Other Expenses1
1.01
%
1.01
%
1.01
%
0.95
%
Total Annual Fund Operating Expenses
2.11
%
2.86
%
1.86
%
1.80
%
Expense Reimbursement2
(0.91
)%
(0.91
)%
(0.91
)%
(0.91
)%
Total Annual Fund Operating Expenses After Reimbursement
1.20
%
1.95
%
0.95
%
0.89
%
1 “Other Expenses” are based on estimated amounts
for the current fiscal year.
2 The Fund's investment advisor has contractually agreed to reimburse
Fund expenses through March 1, 2025 to the extent necessary so that Total Annual Fund Operating Expenses of Class A shares,
Class C shares and Class I shares are limited to 1.20%, 1.95% and 0.95% of average net assets, respectively. The Fund's investment
advisor has contractually agreed to limit the Fund's annual ordinary operating expenses for Class R6 shares (as a percentage of
average net assets) to 0.95% less the Fund's annual sub-transfer agency ratio (the aggregate sub-transfer agency fees of the Fund's other
share classes divided by the aggregate average annual net assets of the Fund's other share classes). For purposes of these expense limitations,
operating expenses do not include taxes, interest, short interest, short dividend expenses, brokerage commissions, acquired fund fees
and expenses, and extraordinary expenses, if any. Calamos Advisors LLC’s (“Calamos Advisors”) may recapture previously
waived expense amounts within the same fiscal year for any day where the respective share class's expense ratio falls below the contractual
expense limit up to the expense limit for that day. This undertaking is binding on Calamos Advisors and any of its successors and assigns.
This agreement is not terminable by either party.
Example
This example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods
indicated and then either redeem or do not redeem your shares at the end of the reflected time periods. The example also assumes that
your investment has a 5% return each year that all dividends and capital gain distributions are reinvested, that you pay a maximum initial
or contingent deferred sales charge and that the Fund’s operating expenses remain the same. Any applicable fee waivers and/or expense
reimbursements are reflected in the below examples for the period through March 1, 2025 only. Although your actual performance and
costs may be higher or lower, based on these assumptions, your costs would be:
2
You would pay the
following expenses if you redeemed your shares at the end of the period:
One Year
Three Years
Class A
$ 591
$ 838
Class C
$ 298
$ 612
Class I
$ 97
$ 303
Class R6
$ 91
$ 363
You would pay the following expenses if you did not redeem your shares:
One Year
Three Years
Class A
$ 591
$ 838
Class C
$ 198
$ 612
Class I
$ 97
$ 303
Class R6
$ 91
$ 363
5. Comment. Please confirm
that Acquired Fund Fees Expenses are not anticipated to exceed 0.01% of the Fund’s net assets or otherwise include a line item to
the Fund’s Annual Fund Operating Expenses table reflecting anticipated amounts.
Response.
The Registrant confirms that Acquired Fund Fees Expenses are not anticipated to exceed 0.01% of the Fund’s net assets.
6. Comment. Please revise footnote
2 to the Fund’s Annual Fund Operating Expenses table to reflect that previously waived amounts under the Fund’s expense limitation
agreement subject to recapture are limited to the lesser of the amounts that would be subject to recapture under: (i) the expense
limitation in effect at the time of the waiver or reimbursement; or (ii) the expense limitation in effect at the time of recapture.
Response.
The Registrant respectfully declines to add the requested disclosure but confirms that any amounts recaptured would be the lesser
of the amounts that would be subject to recapture under: (i) the expense limitation in effect at the time of the waiver or reimbursement;
or (ii) the expense limitation in effect at the time of recapture.
7. Comment. The second sentence
of the first paragraph of the Fund’s Principal Investment Strategies states that “[t]he Fund will have a minimum investment
in non-U.S. companies, including emerging markets (based on issuing company country of domicile) that will be no less than 40% of the
Fund’s market value.” Please confirm that the reference to the “Fund’s market value” is the same as the
Fund’s assets.
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Response.
The Registrant confirms and has revised the referenced sentence as marked below:
The Fund will have maintain
a minimum investment in non-U.S. companies, including emerging markets, (based on issuing company country of domicile)
that will be no less than 40% of the Fund’s assets market value under normal market conditions.
8. Comment. In reference to
the second sentence of the first paragraph of the Fund’s Principal Investment Strategies discussed in comment 7 above, please disclose
any circumstances where the Fund may be invested below its stated 40% limit in non-U.S. companies.
Response.
As marked in response to comment 7 above, the Registrant has revised its disclosure to reflect that the Fund’s minimum investment
of 40% of the Fund’s assets in non-U.S. companies is anticipated under normal market conditions. Accordingly, the Fund’s assets
invested in non-U.S. Companies may be less than 40% in atypical market conditions.
9. Comment. In reference to
the second sentence of the first paragraph of the Fund’s Principal Investment Strategies discussed in comment 7 above, please explain
how country of domicile is economically tied to the term “Global” included in the Fund’s name. Further, the Staff notes
that the second sentence of the second paragraph of the Fund’s Principal Investment Strategies states “Foreign (non-U.S.)
companies are those that either maintain their principal place of business outside of the United States, have their securities principally
traded on non-U.S. exchanges or were formed under the laws of non-U.S. countries.” Please reconcile these two tests for determining
the Fund’s foreign exposure.
Response.
As reflected in response to comment 7 above, the Registrant has stricken the referenced language in the first paragraph of the Fund’s
Principal Investment Strategies and confirms that when determining if a company is foreign, it will consider if the company either maintains
its principal place of business outside of the United States, has its securities principally traded on non-U.S. exchange or was formed
under the laws of a non-U.S. country as disclosed in the second paragraph of the Fund’s Principal Investment Strategies.
10. Comment. Please disclose
the method by which the Fund determines if a country is an emerging market country or frontier market country.
Response.
The Registrant has added the following disclosure:
To determine if a country is an emerging
market or frontier market country, Calamos Advisors will use the classification provided by MSCI, Inc.
11. Comment. The Staff requests
that the Registrant order the Fund’s principal risks to prioritize those that are most likely to adversely affect the Fund’s
performance. The Staff notes that after listing the most significant risks to each Fund, the remaining risks may be alphabetized.
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Response. The Registrant
respectfully declines to make the Staff’s requested change at this time. The Registrant acknowledges that it is aware of the non-binding
guidance issued by the Division of Investment Management’s Disclosure Review and Accounting Office titled “Improving Principal
Risks Disclosure” (https://www.sec.gov/investment/accounting-and-disclosure-information/principal-risks/adi-2019-08-improving-principal-risks-disclosure)
(“ADI-2019-08”). While the Registrant respects the Staff’s view on principal risk disclosure, ADI-2019-08 states clearly
that the update is not a rule, regulation or statement of the Commission. Moreover, Form N-1A does not require that a fund’s
principal risks be set forth in any particular order. Further, the Registrant believes that ordering the principal risks alphabetically
makes it easier for an investor to find particular risk factors of the Fund. In addition, the materiality of each risk is fluid, i.e.,
what is the most material risk today may not be the most material risk tomorrow. Recent market disruptions and volatility as a result
of the global COVID-19 pandemic demonstrate that it is not possible to anticipate which risk will present the greatest risk to the Registrant
at any given moment. Therefore, given the Fund’s broad investment mandate, the Registrant believes that emphasizing one risk over
another in a static document in a non-static market would not be appropriate.
Notwithstanding, the foregoing, the
Registrant will add the following disclosure at the beginning of the “Principal Risks” section in the statutory and summary
portions of the Fund’s prospectus to help investors better understand the importance of reading each risk disclosure regardless
of their sequence:
The principal risks are presented in alphabetical
order to facilitate finding particular risks and comparing them with other funds. Each risk summarized below is considered a “principal
risk” of investing in the Fund, regardless of the order in which it appears.
12. Comment. With respect to
the following sentence included in the Fund’s Principal Investment Strategies which states “[t]his philosophy and process
results in certain industries and business activities that are too environmentally risky or present social outcomes that are too unattractive
to warrant investment consideration and are avoided, they are: Agricultural Biotechnology, Alcohol, Animal Testing, Fossil Fuels, Gambling,
Metals & Mining, Nuclear Energy, Tobacco and Weapons,” please disclose any revenue thresholds for these industries or business
activities.
Response.
The Registrant has added the following disclosure:
Calamos Advisors will generally exclude
a company from investment consideration to the extent the company derives revenue or profits that exceed 5% in the particular industry
or business activity.
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13. Comment. In the Fund’s
disclosure regarding Currency Risk, it states “[a]lthough the Fund may attempt to hedge against currency risk, the hedging instruments
may not always perform as the Fund expects and could produce losses.” In reference to this sentence, please confirm if derivatives
are a principal investment for the Fund and if so, please add relevant principal investment strategy and risk disclosure. The Staff notes
that disclosure for any principal investment related to derivatives should be tailored specifically to how a fund expects to be managed
and should address those strategies that the fund expects to be the most important means of achieving its objectives and that it anticipates
will have a significant effect on its performance.
Response.
The Registrant confirms that the use of derivatives is not a principal investment strategy for the Fund.
14. Comment. In the Fund’s
disclosure regarding Equity Risk, it states “[i]f the market prices of the securities owned by the Fund (i.e., the Fund's long position)
fall, the value of your investment in the Fund will decline.” In reference to “the Fund’s long position.” Please
confirm if shorting is a principal investment strategy for the Fund and if so, further confirm that expenses of dividends sold short will
be included within the Fund’s “Other Expenses” of the Annual Fund Operating Expenses table or as its own row within
this table.
Response.
The Registrant confirms that shorting of investments is not a principal investment strategy for the Fund and has deleted the phrase:
“(i.e., the Fund's long position).”
15. Comment. With respect to
the Fund’s principal risk titled “Securities Lending Risk,” consider adding disclosure if there is a principal risk
related to not voting securities on loan.
Response.
The Registrant confirms that securities lending is not a principal investment strategy for the Fund and has deleted the principal
risk titled “Securities Lending Risk.”
16. Comment. Please disclose
whether the investment adviser to the Fund engages with companies as either an ongoing diligence matter or in connection with its identification
of investment opportunities for the Fund; and what such engagement entails.
Response.
The Registrant has added the following disclosure regarding its engagement practices for t