SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
INVESTMENT MANAGEMENT
Eric Purple, Esq.
K&L Gates LLP
1601 K Street, N.W.
Washington, D.C. 20006-1600
Re: Calamos Global Total Return Fund
File Nos. 333-174431,811-21547
(the "Fund")
Dear Mr. Purple:
On May 23,2011, the Calamos Global Total Return Fund (''Total Return Fund"),
filed a registration statement on Form N-2 under the Securities Act of 1933 ("Securities
Act") and the Investment Company Act of 1940 ("1940 Act"). A letter of even date
accompanied the fiing and sought selective review. The fiing was made to update all
financial information and to make other non-matèrial changes. With certain exceptions,
we have limited our review of the filing.
Our comments regarding the filing are set forth below.
General
1. Please see the U.S. Securities and Exchange Commission, A Plain English
Handbook (1998). Please review and revise the disclosure where it appears necessary so
as to assure conformty with the Commission's plain English requirements. For example,
reformat disclosures appearing in all capital letters under the caption "Certain Federal
Income Tax Matters." Please use a different means to make the disclosure promient
(e.g., bold). Indent the last two bullet points ofthe discussion in the fourth paragraph
under the caption "Prospectus Summar - Dividends and Distributions on Common
Shares" following the bullet which states "an offering other than those described above,
unless, with respect to such other offering." Lastly, delete the redundant statement in the
first paragraph ofthe discussion captioned "Prospectus Summary - Investment Policies"
regarding the Fund's investment of its managed assets in foreign issuers.
2. In light of disclosure regarding the Fund's contemplated investments in derivative
instruments, confi that the Fund's derivatives disclosure reflects the observations set
forth in the recent letter from Barr Miler, Associate Director in the Division of
Investment Management, to the Investment Company Institute. In summary, you should
provide more understandable disclosure on this topic to investors. Funds are encouraged
to focus disclosure on, actual anticipated operations rather than a list of investments that
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they might make. Funds should tailor their strategy discussion of derivatives to describe
the specific instruments in which the fund invests or wil invest pricipally, and provide
risk disclosure to reflect the types of derivatives used, and the extent of and the purposes
of such use. See Letter to Karie McMilan, Esq., General Counsel, Investment Company
Institute, Derivatives-Related Disclosures by Investment Companies (July 30,2010).
3. Disclosure sub-captioned "Risks Factors - Recent Market Events" contains a
discussion of the recent market turmoiL. In light of the continuing economic issues in
Europe involving Greece and Portugal, among other European countries, and the impact
that may have on our domestic economy, please enhance the disclosure accordingly.
4. The Amended and Restated Agreement and Declaration of Trust, in Aricle V,
states that: "All Shares issued hereunder shall be fully paid and nonassessable."
However, Aricle VIII provided that: ''The Trustees shall have the power, as frequently as
they may determe, to cause each Shareholder, or each Shareholder of any paricular
Series, to pay directly, in advance or arears, for charges of the Trust's custodian or
transfer, shareholder servicing or similar agent, an amount fixed from time to time by the
Trustees, by setting off such charges due from such Shareholder from declared but unpaid
dividends owed such Shareholder and/or by reducing the number of Shares in the account
of such Shareholder by that number of full and/or fractional Shares which represents the
outstanding amount of such charges due from such Shareholder." Disclosure in the SA!
under the caption "Additional Information Concerning the Agreement and Declaration 0 f
Trut" reiterates the above provision. Please disclose in the prospectus that the Fund wil
not make an assessment without prior approval of the staff
Prospectus Cover
5. Update the disclosure regarding the Fund's last reported sale price referenced in
the fourth paragraph. .
6. Revise the promient statement appearig at the bottom of the page, the substance
of which is required by Rule 481(b)(I) under the Securities Act to reflect the changes
brought about by the National Securities Markets Improvement Act of 1996.
Prospectus
7. Revise the second paragraph ofthe discussion captioned ''Prospectus Summar-
Dividends and Distnbutions on Common Shares" so as to delete the following indicated
clause: ''wil be treaed by a shareholder for federal income tax purpses as a tax free retur ofcapital" .
8. Revise the fee table discussion consistent with the following:
· revise the second paragraph following the caption so as to state the information
therein as a percentage 0 f net assets,
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. in light of each Fund's planned investments in other investment companies, add
an additional line item for Acquired Fund Fees and Expenses (See Investment
Company Act Release No. 27399 (June 20, 2006)), and
. lastly, the fee table is substantially blank. as is cerai other fiancial informtion
elsewhere in the :fling. We may have comments regarding that information upon its
inclusion in an amendment to this registration statement.
9. The Discussion captioned "Risk Factors - Additional Risks to Common
Shareholders" discloses that: "Certain types ofborrowings may result in the Fund being
subject to covenants in credit agreements, including those relating to asset coverage,
borrowing base and portfolio composition requirements. . . These guidelines may impose
a,set coverage or portfolio composition requirements that are more strigent than those
imposed by the 1940 Act." (Emphasis added.) Disclose the consequences of those
stricter requirements on the operation ofthe Fund.
10. Disclosure a little later in this section indicates that: "The Fund's net asset value
may be reduced immediately following this offering by the offering costs for common
shares or other securities, which wil be borne entirely by all common shareholders." As
applicable here, §23(b) of the 1940 Act states: No registered closed-end company shall
sell any common stock of which it is the issuer at a price below the current net asset value
of such stock, exclusive of any distributing commission or discount. .." (Emphasis
added.) The gross offering proceeds, less commissions, must equal the Fund's net asset
value. See General Public Service Corporation, (pub. avaiL. June 24, 1963). Reconcile
the contemplated dilution with the statutory requirement.
** * * * * * * * * *
We note that portions of the :fling are incomplete. We may have additional
comments on such portions when you complete them in a pre-effective amendment, on
disclosures made in response to this letter, on information supplied in your response
letter, or on exhibits 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 statement.
Response to this letter should be in the form of a pre-effective amendment fied
pursuant to Rule 472 under the Securities Act. Where no change will be made in the
filing 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 nature ofthe change and, if appropriate, the
location of such new or revised disclosure in the amended filing. As required by the rule,
please insure that you mark new or revised disclosure to indicate change.
Please advise us if you have submitted or expect to submit an exemptive
application or no-action request in connection with your registration statement.
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You should review and comply with all applicable requirements ofthe federal
securities laws in connection with the preparation and distribution of a preliminary
prçspectus.
We urge all persons who are responsible for the accuracy and adequacy ofthe
disclosure in the filings reviewed by the staff to be certai that they have provided all
information investors require for an informed decision. Since the Fund and its
management are in possession 0 f all facts relating to the Fund's disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In the event the Fund requests acceleration ofthe effective date ofthe pending
registration statement, it should furnish a letter, at the time of such request,
acknowledging that
· the Fund is responsible for the adequacy and accuracy of the disclosure in the
filing;
· should the Commssion or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;
· the action of the Commission or the staff acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the Fund from its full
responsibility for the adequacy and accuracy 0 f the disclosure in the filing; and
· the Fund may not assert this action as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division ofInvestment Management in
connection with our review of your filing or in response to our comments on your fiing.
We wil consider a written request for acceleration of the effective date of the
registration statement as confirmation ofthe fact that those requesting acceleration are
aware oftheir respective responsibilities.
Should you have any questions regarding this letter, please contact me at (202)
551-6976.
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Thursday, June 30,2011
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