Correspondence 0001104659-25-065219 from CALAMOS INVESTMENT TRUST/IL (CIK 0000826732)
CALAMOS INVESTMENT TRUST/IL (CIK 0000826732)
Date: July 2, 2025 · CIK: 0000826732 · Accession: 0001104659-25-065219
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File numbers found in text: 333-19228, 811-05443
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ROPES &
GRAY LLP
PRUDENTIAL TOWER
800 BOYLSTON STREET
BOSTON, MA 02199-3600
WWW.ROPESGRAY.COM
July 02,
2025
Kathleen
M. Nichols
T
+1 617 854 2418
Kathleen.Nichols@ropesgray.com
Ms. Megan Miller
Mr. Marc Cowan
Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
Re: Calamos Investment Trust (the "Trust") (File Nos. 333-19228 and 811-05443)
Dear Ms. Miller and Mr. Cowan:
We are writing to respond to the comments of the staff (the "Staff")
of the U.S. Securities and Exchange Commission (the "Commission") provided by the Staff via telephone on June 11, 2025
and June 25, 2025 regarding the initial registration statement (the "Registration Statement") filed on Form N-14
on May 28, 2025 relating to the proposed reorganization of Calamos Dividend Growth Fund (the "Acquired Fund") into Calamos
Growth and Income Fund (the "Acquiring Fund"), each a series of the Trust (the "Reorganization"). The Staff's
comments are restated below, and each is followed by the Acquiring Fund's response. Any disclosure changes described in the below
responses will be reflected, to the extent applicable, in the definitive filing of the prospectus/proxy statement and related statement
of additional information, as applicable. Capitalized terms not otherwise defined herein have the meanings set forth in the Registration
Statement.
A. Accounting Comments
1. Comment . Please confirm that the information presented in the fee tables and related
examples is current and in accordance with Form N-14.
Response . The
Registrant confirms that, with the exception of the changes noted in response to Comment 2 below, the information presented in the fee
tables and related examples is current and in accordance with Form N-14 by reference to Form N-1A. The Registrant further confirms
that there have been no changes in "Annual Fund Operating Expenses" that would materially affect the information disclosed
in the table.
2. Comment . Please confirm the fee table and related examples for Class C shares of
the Funds.
Response . The
Registrant has revised the amount of "Other Expenses" with respect to Class C shares in
the "Growth and Income (Pro Forma)" column from 0.14% to 0.12%. The Registrant confirms the
remaining items in the fee table and related examples for Class C shares of the Funds are correct.
Securities and Exchange Commission - 2 - July 02, 2025
3. Comment . Please confirm that the capitalization table shows the Funds' existing
capitalization in accordance with Form N-14.
Response . The
Registrant confirms that there have been no significant changes in the capitalization of
the Funds since March 31, 2025 that would materially affect the information disclosed
in the capitalization table.
4. Comment . Please include financial highlights for both the Target Fund and the Acquiring
Fund.
Response . The Registrant confirms it will include the financial highlights of both the Target Fund
and the Acquiring Fund.
B. Disclosure Comments
5. Comment . In the letter to shareholders and accompanying proxy/prospectus statement, the
Staff noted references to "proposal" and "proposals," please reconcile.
Response . The requested change has been made.
6. Comment . As all of the Trustees of the Trust approved the Reorganization as set forth
in the Plan, consider revising statements throughout the Registration Statement to note the Board unanimously recommends that shareholders
vote "for" the proposal.
Response . The
requested change has been made.
7. Comment . Please remove the following statement or revise to remove the qualification.
This summary is qualified in its entirety
by reference to the additional information contained elsewhere in this combined prospectus/proxy statement ("Prospectus/Proxy Statement"),
the Prospectuses and Statements of Additional Information relating to the Funds, the form of the Plan (as defined below), which are attached
to this Prospectus/Proxy Statement as Exhibit A , and the additional information regarding the Acquired Fund
attached as Exhibit B .
Response . The Registrant has revised the referenced disclosure to state
as follows:
You should read this entire combined
prospectus/proxy statement ("Prospectus/Proxy Statement") carefully. For additional information, you should consult the form
of the Plan (as defined below), which is attached to this Prospectus/Proxy Statement as Exhibit A , and the
additional information regarding the Acquired Fund attached as Exhibit B .
Securities and Exchange Commission - 3 - July 02, 2025
8. Comment . Consider revising the following statement with respect to each Fund's
net assets for greater clarity.
As of March 31, 2025, Dividend Growth's
net assets were approximately $20 million and Growth and Income's net assets were approximately $2,700 million.
Response . The
Registrant has revised the referenced disclosure to state as follows:
The total net assets of Dividend Growth and Growth and Income
as of March 31, 2025, were approximately $20 million and approximately $2.7 billion, respectively.
9. Comment . If the Target Fund will undergo a repositioning in anticipation of the Reorganization,
please disclose in the summary the amount of the Target Fund's portfolios that will be repositioning in dollars and as a percentage
of the Target Fund's net assets. In addition, please disclose any related tax impact resulting from the repositioning (e.g., taxable
gains distributed).
Response . The
Registrant has added the following disclosure to the summary.
If the Reorganization proposal is approved
by shareholders, it is anticipated that approximately 23% of the Target Fund's holdings will be aligned or sold and the proceeds invested
in securities that the Acquiring Fund wishes to hold. The Target Portfolio will bear its own transaction costs related to the Reorganization,
which typically include, but are not limited to, trade commissions, related fees and taxes, and any foreign exchange spread costs, where
applicable. The Adviser currently estimates such transaction costs to be $17,149.10 of the Target Fund's net assets (0.085%). Any such
sales may result in a taxable distribution of gains to shareholders.
10. Comment . In the summary, provide a "yes" or "no" answer in addition
to the response to the question stating "[w]ill I be able to purchase, exchange and redeem shares and receive distributions in the
same way?"
Response . The
requested change has been made.
11. Comment . In the section of the prospectus/proxy comparing the Funds' principal
risks, please include a narrative discussion comparing the principal risks.
Response . The
Registrant has added the following disclosure.
While there are some similarities in the
risk profiles of the Funds, there are also some differences of which you should be aware. Each Fund's principal risks include Equity
Securities Risk, Foreign Securities Risk, Liquidity Risk, Options Risk, Portfolio Selection Risk, Rule 144A Securities Risk, Sector
Risk, Securities Lending Risk and Tax Risk. However, the Acquiring Fund is also subject to American Depositary Receipts Risk, Convertible
Securities Risk, Debt Securities Risk, Interest Rate Risk, Credit Risk, Default Risk, Forward Foreign Currency Contract, Growth Stock
Risk, High Yield Risk, Small and Mid-Sized Company Risk and Synthetic Convertible Instruments Risk, which are not principal risks of investing
in the Target Fund. In addition, the principal risks of investing in the Target Fund include Futures and Forward Contracts, MLP Risk,
MLP Tax Risk, MLP Liquidity Risk, Equity Securities of MLPs Risk and RIC Qualification Risk, which are not principal risks of investing
in the Acquiring Fund.
Securities and Exchange Commission - 4 - July 02, 2025
12. Comment . Please include disclosure in the section comparing the Funds' fees and
expenses explaining the application of the Growth and Income's break point management fee schedule resulting in an effective management
fee rate of 0.68%. Please also include such disclosure under the section titled "[w]hat will the advisory fees be after the Reorganization?
– Growth and Income"
Response . The
Registrant has added the following disclosure.
Based on Growth and Income's net
assets as of October 31, 2024, this fee schedule results in an effective management fee of 0.68% of Growth and Income's average
daily net assets.
13. Comment . Please confirm that the disclosure under the section titled "[i]nformation
about the Reorganization" reflects all material factors considered by the Board or revise as appropriate.
Response . The Registrant confirms that that the referenced disclosure reflects all
material factors considered by the Board.
14. Comment . Please footnote the capitalization table to explain the adjustments.
Response . The
Registrant has added the following disclosure as a footnote to the capitalization table.
The adjustment to the pro forma shares
outstanding number represents a decrease in shares outstanding of Growth and Income to reflect the exchange of shares of Dividend Growth.
15. Comment . Please revise the paragraph under the section titled "[i]nformation Concerning
the Meeting and Voting Requirements" to reflect that because there are only non-routine matters subject to a shareholder vote at
the Meeting, broker non-votes will not be counted for quorum and shall not be counted for purposes of adjourning a meeting (i.e., if a
beneficial owner of shares does not provide instructions, the broker is not permitted to provide a proxy to vote with respect to such
shares).
Response . The
Registrant has revised the referenced disclosure to state as follows:
If a shareholder abstains from voting
as to any matter, then the shares represented by such abstention will be treated as shares that are present at the Meeting for purposes
of determining the existence of a quorum. Abstentions, if any, will have the effect of a vote against the Reorganization proposal. Because
the Reorganization proposal is non-routine, there are not expected to be any "broker non-votes" at the Meeting. Broker non-votes"
are shares held by brokers or nominees, typically in "street name", as to which (i) instructions have not been received
from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on
a particular matter.
Securities and Exchange Commission - 5 - July 02, 2025
16. Comment . Please disclose the material terms of the contract with EQ Fund Solutions pursuant
to Item 7(a) of Form N-14 in reference to Item 4 of Schedule 14A.
Response . The
Registrant has added the following disclosure.
EQ Fund Solutions, LLC has been engaged
as the Funds' proxy solicitor. EQ Fund Solutions, LLC, may make proxy solicitations and will receive compensation for seeking shareholder
votes and answering shareholder questions in an amount estimated to be $32,000 with respect to the proposal covered by this Prospectus/Proxy
Statement.
17. Comment . In the Statement of Additional information, please include a hyperlink to the
Form N-CSR filing incorporated by reference in the Registration statement.
Response . The
requested change has been made.
We hope that the foregoing responses adequately
address your comments.
Should you have any further questions or comments,
please do not hesitate to contact me at (617) 854-2418
Very truly yours,
/s/ Kathleen M. Nichols
Kathleen M. Nichols, Esq.
cc:
John P. Calamos, Sr.
Erik D. Ojala, Esq.
J. Christopher Jackson, Esq.
Susan L. Schoenberger, Esq.
Paulita A. Pike, Esq., Ropes &
Gray LLP
Rita Rubin, Esq., Ropes & Gray
LLP
Daniel R. Wells, Esq., Ropes & Gray
LLP