SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.20S49
DIVISION OF
INVESTMENT MANAGEMENT
Robert W. Dixon, Esq.
Vedder, Price, Kaufman & Kamolz, P.C.
222 Nort LaSalle Street
Chicago, llinois 60601-1003
Re: Calamos Strategic Total Return Fund
File Nos. 333-146943, 811-21484
Calamos Converible opportties and Income Fund
File Nos. 333-146945, 811-21080
Calamos Converble and High Income Fund
File Nos. 333-146947, 811-21319
Calamos Global Total Retu Fund
File Nos. 333-146944, 811-21547
(each a "Fund" and together, the "Funds")
Dear Mr. Dixon:
On October 26,2007, Calamos Strategic Total Retu Fund, Calamos Convertible
Opportnities and Income Fund ("Convertble Opportties"), Calamos Converible and
High Income Fund ("Convertble High Income"), and Calamos Global Total Retu Fund
("Global Total Return") each filed a registration statement on Form N-2 under the
Securties Act of 1933 ("Securties Act") and the Investment Company Act of 1940
("1946 Act"). .
The fiings are similar in many respects and each seeks to offer on an imediate,
continuous or delayed basis common, preferred, or debt securties in one or more
offerings. The filings also differ in certain respects, e.g., the tye and amount of
securties to be purchased. In light of the simlarty of the. filings, we focused our review
oif the filing made by Global Total Retu. We have combined our corrents regarding
! all four Funds in ths correspondence; accordingly, a comment on disclosure that is
substantially similar to information in any other filing applies to that other filing as well.
Where appropriate, we identified comments applicable to Funds other than Global Total
Retu.
We wil review each Fund's fiancial statements and other information submitted
in subsequent amendments and may have comments regarding that information. Our
comments regarding the filings are set forth below.
General
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1. Please state in your response letter whether FIN wil or has reviewed the
proposed underting terms and arangements of the transaction involved in the
registration statement.
2. Explain to the staff whether the Funds wil fie post-effective amendments in
order to sell securities off the shelf or whether they propose to file supplements under
Rule 497. Ifthe latter, advise the staff how the legal opinon and financial statements
wil be updated.
3. The pricing table on the facing page discloses the amount of securities being
registered. Confirm that securties to be used to fulfill any over-allotments wil be
included in the amount being registered.
4. Please see the U.S. Securties and Exchange CoInssion, A Plain English
Handbook (1998). Please review and revise the disclosure where it appears necessar so
as to assure conformty with the Commssion's plain English requirements. For example,
reformat disclosures appearg in all capita letters on the cover of the Statement of
Additional Information and elsewhere in the document. Please use a different means to
make the disclosure prominent (e.g., bold). Clarfy the types of indices refered to in the
following underlined clause: "The Fund may also purchase and sell options on securties
indices and other fiancial indices." (Emphasis added.) Clarfy the meanng of the
following disclosure: "Their discretionar target bonus is set at a percentage of the
respective base salar, rangig from 300% to 600%, with a maximum anual bonus
opportty of 150% of the target bonus." Last of all, confirm that the disclosure in the
fiing meets the type size requirements of Rule 420 of Regulation C under the Securties
Act.
5. We note that the Funds did not include covers letter with their registration
statements indicating the purose of the filings. In the futue, we suggest each Fund
include wrtten correspondence with every filing indicating the name and the telephone
number of the person to be contacted for information regarding the submission, the
purose of the filing, and whether it contains any novel or special issues, or disclosure,
that warant staff attention. .
6. The facing page indicates that each filing was made under Rule 415. Explain to
the staff the enumerated paragraph of the rue upon which the Funds are relying to make
the offerings.
Prospectus
7. Add the underlined clause to the following disclosure captioned "Cautionar
Notice Regardig Forward-Lookig Statements": "The forward-looking statements
contained in ths prospectus and any accompanyig prospectus supplement and the
statement of additional information are excluded from the safe harbor protection provided
by section 27A of the Securties Act of 1933, as amended (the '1933 Act)."
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8. The fist paragraph of disclosure captioned "Prospectus Sumar - Distrbutions"
discusses djstrbution history. Each Fund discloses in the first sentence that it has made
regular distrbutions to its shareholder~ for a specified perod. Specify the natue of the
distrbution (e.g., net investment income). The second sentence of ths discussion in the
Global Total Retu prospectus discloses that: "Additionally, the Fund has made periodic
distrbutions oflong-ter capital gains since inception." (Emphasis added.). Confirm that
such distrbutions complied with § 19(b) under the 1940 Act and Rule 19b-l thereunder.
9. The second and thrd paragraphs under ths caption discuss Global Total Retu's
curent managed distrbution policy and its efforts to obtain an SEC order to implement
such a plan. The disclosure regarding its curent policy indicates, among other thgs,
that distributions may include net investment income, net realized short-term capital gain
and, if necessar, retu of capital; and that at ties it may payout more or less than the
entire amount of income eared. Briefly state how the Fund expects the policy might
change if the order is granted. Provide disclosure that distinguishes managed
distrbutions from tre yield and disclose any adverse ta implications of the Funds'
curent policies. .
The same disclosure discusses the possibilty that the Fund's distrbutions may
constitute retus of capital and that: "To the extent the Fund distrbutes an amount in
excess of the Fund's curent and accumulated eargs and profits, such excess, if any,
will be treated by a shareholder for federal income tax puroses as a tax-free retu of
capital to the extent of the shareholder's adjusted tax basis in his, her or its shares and
thereafter as a gain from the sale or exchange of such shares." With respect to such
distrbutions, provide additional disclosure in the prospectus regarding i) the effect of a
distrbution on a shareholder's basis, and ii) if applicable, that a substantial amount of the
distrbutions in any year will be a retu of capitaL.
i O. Disclosure in the four paragraph states: "Since not all investors can parcipate
in the automatic dividend reinvestment plan, you should contact your broker or nominee
to confirm that you are eligible to parcipate in the plan." (Emphasis added.) Explai
why some investors may not paricipate in the plan.
11. The next sub-caption, "Investment Policies," contains disclosure which states
that: "Under normal circumstances, the Fund will invest at least30% ofits managed
. assets in securties of foreign issuers." A foreign issuer is defied as a foreign
governent or a company organed under the laws of a foreign countr. Some
companes are incorporated in a foreign countr, yet derive substantial revenue from, and
have substantial assets in, the U.S. Wil the Fund treat that company as a foreign issuer?
If yes, disclose that fact and how it affects the global natue of an investment in the Fund.
12. The last paragraph under ths sub-caption discloses that: "The Fund may invest in
other securties of varous tyes to the extent consistent with its investment objective."
Ths policy suggests the Fund may acquire whateverit wants whether or not disclosed in
the prospectus. Either delete ths disclosure or explain its meang to the staff
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13. Revise the introductory paragraph preceding the fee table so as to update the
information presented therein as of October 2006.
14. Revise the fee table consistent with the following:
. in light of each Fund's planed investments in other investment
companes, add an additional line item for Acquired Fund Fees and
Expenses (See Investment Company Act Release No. 27399 (June 20,
2006)),
. with respect to the management fee line item, add a footnote that explains
how the Fund conver the advisory fee from managed to net assets,
. revise Footnote 3 by adding disclosure regarding the amount of leverage
assumed to have been intiated durg the period covered by the table.
Furer, any debt contemplated for the next succeeding year should be
included in ths calculation,
. with respect to the discussion in Footnote 5 for Converble Opportties
and Converible High Income regarding the adviser's agreement to waive
fees, disclose that the adviser or an affliate may not recaptue any waived
amounts and whether the waiver may be termated at any time. Furter,
each footnote may on:y show the reduction applicable to the 2009 period
and disclosure should be added to the footnote that explains how the
calculation was converted to a net number,
· explain to the staff how such waivers and reimbursements are reflected in
the example calculations for the 1,3,5, and 10 year periods, and
· delete Footnote 4, because it may confuse investors.
15. The second and thd paragraphs of the discussion captioned "Investment
Objective and Pricipal Investment Strategies - Pricipal Investment Strategies" disclose
that the Fund wil dynamically allocate its investments though all market cycles using
multiple strategies, either separately or in combination. Reconcile ths policy, which
suggests faily active tuover of securties, with the following disclosure sub-captioned
"Portfolio Tumovet': "Although the Fund does not purchase securties with a view to
rapid turnover. . ."
16. If in connection with its global operations the Fund wil engage il European as
well as American style options, revise the option disclosure to discuss that policy.
17. The prospectu for each Fund, except Converible Opportties, coritais the
following disclosure: "Other Income Securities. The Fund may also invest in investment
grade income securties. The Fund's investments in investment grade income securties
may have fixed or varable principal payments and all types of interest rate and dividend
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payment and reset terms, including. . ." The disclosure is vague~ Clarfy the tye of
securties involved and disclose the associated risks.
18. Similarly, disclosure under the sub-caption "Pricipal Investment Strategies" in
the Converible Opportties prospectus states that: "Investments in Equity Securities.
Consistent with its objective, the Fund may invest in equity securties. Equity securities,
such as common stock, generally represent an ownership interest in a company."
Disclose the types of equity securities in which a Fund may invest.
19. If appropriate, revise the disclosure captioned "REIT Risk" for both Convertible
High Income and Convertible Opportties to reflect any new risks associated with sub-
prie loans and the current mortgage markets.
20. Revise the disclosure captioned "Risk Factors - Additional Risks to Common
Shareholders" to indicate that all leverage and related expenses are expenses paid solely
by common shareholders.
21. Revise the following disclosure to state specifically that the advisory fee creates a
conflict of interest for Calamos: "Because Calamos' investment management fee is a
percentage of the Fund's managed assets, Calamos' fee wil be higher if the Fund is
leveraged and Calamos wil have an incentive to be more aggressive and leverage the
Fund."
22. Disclosure sub-captioned "Market Discount Risk" states the following:
"Depending on the premium of the Fund's common shares, the Fund's net asset value
may be reduced immediately followig ths offering by the offering costs for common
shares, including the sales load, which wil be borne entirely by all common
shareholders." Explai the extent to which sales loads are expected to be born by
common shareholders.
23. Revise the disclosure captioned "Description of Securities - Common Shares" by
adding the indicated underlined clause: "Common shares, when issued and. outstanding,
wil he legally issued. fuly paid and non-assessable." Furter, clarfy the following in
the next sub-caption: "Under the 1940 Act, the Fund may on:y issue one class of
preferred shares. So long as any prefered shares are outstanding, additional issuances of
preferred shares must be of the same class as preferred shares and may not have
preference or priority over the preferred shares upon the distrbution of assets of the
Fund." (Emphasis added.)
24. In connection with a discussion of the Food's policy that shareholders seeking to
nominate trstees or transact other business at an anual meeting, disclosure captioned
"Certain Provisions of The Agreement and Declaration of Trust and Bylaws," provides
that: "Any notice by a shaehotder must be acmpaned by ce inormation as provided in
the Bylaws." Briefly descrbe the natue of the inormation to he provided by shareholder.
Statement of Additional Information
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25. Disclosure sub-caption "Debt Securties" states that: "There are no restrctions as
to the ratings of debt securties acquired by the Fund or the porton of the Fund's assets
that may be invested in debt securties in a paricular ratings category." Add ths
disclosure to the prospectu sumar.
26. Disclose the amount of assets which may be invested in Synthetic Foreign Money
Market Positions and Strctued Products. With respect to the latter, ífthe Fund's
strctued investments may include mortgagé related investments or other investments
materially effected by sub-prime mortgages, add appropriate risk disclosure.
27. Disclosure under the sub-caption "Other Investment Companes" indicates that
each Fund may invest in other investment companes subject to the limits in § 12(d) of the
1940 Act and goes on to state that: "These litations do not apply to the purchase of shares
of mon~y market fuds . .." Conf to the sta that eah Fund's tranactions regardig
money market fuds has and will satisfy the conditions and requiements of Rule 12dl-l
under the 1940 Act.
28. . Disclosure regarding portfolio manager compensation captioned ~'Management of
the Fund - Portfolio Managers" indicates that managers receive a discretionar target
bonus. If the compensation is based on performance determined or measured'relative to a .
benchmark, identify the benchmark and disclose the measurng period to be used to
determine compensation.
** * * * * ** * **
We note that portions of the filings are incomplete. We may have additional
comments on such portons when you complete them in a pre-effective amendment, on
disclosures made in response to ths letter, on information supplied in your response
letter, or on exhbits added in any pre-effective amendments.
Whenever a comment is made in one location, it is considered applicable to all
similar disclosure appearing elsewhere in the registration statements.
Response to this letter should be in the form. of pre-effective amendments filed
pursuant to Ru1e 472 under the Securities Act. Where no change wil be made in the
fiings in response to a comment, please indicate this fact in your response letter and
briefly state the basis for your position. Where changes are made in response to our
comments provide information regarding the natue ofthe change and, if appropriate, the
location of-such new or revised disclosure in the amended filings. As required by the
rule, please insure that you mark new or revised disclosure to indicate change.
rlease advise us if you have submitted or expect to submit an exemptive
application or no-action request in connection with your registration statements.
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