SecProbe.io

CORRESP
1
filename1.htm

corresp

ROBERT W. DIXON

312-609-7742

rdixon@vedderprice.com

January 30, 2008

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attn: Mr. Larry L. Greene, Senior Counsel

    Re:

    Calamos Strategic Total Return Fund

File Nos. 333-146943; 811-21484

Calamos Convertible Opportunities and Income Fund

File Nos. 333-146945; 811-21080

Calamos Convertible and High Income Fund

File Nos. 333-146947; 811-21319

Calamos Global Total Return Fund

File Nos. 333-146944 and 811-21547

To the Commission:

     On behalf of the above-referenced funds (each, a “Fund” and together, the “Funds”) and
pursuant to the Securities Act of 1933 (“1933 Act”) and the Investment Company Act of 1940 (“1940
Act”), Pre-Effective Amendment No. 1 to each Fund’s Registration Statement on Form N-2 relating to
the offering by each Fund of common, preferred or debt securities in one or more offerings on an
immediate, continuous or delayed basis (each, an “Amendment” and together, the “Amendments”) was
filed on January 30, 2008 with the Securities and Exchange Commission (the “Commission”). The
purpose of the Amendments is to respond to comments received from the Commission staff and to
complete certain information required by Form N-2. A courtesy copy of each of the Amendments,
marked to show changes from the initial filings, will be sent to the Commission staff separately to
assist with its review.

     The Funds received comments on the Registration Statements as filed with the Commission by
letter from Mr. Larry L. Greene of the Commission staff dated December 5, 2007. The following sets
forth those comments and the Funds’ responses thereto.

United States Securities and Exchange Commission

January 30, 2008

Page 2

General

1. Comment: Please state in your response letter whether FINRA will or has reviewed the proposed
underwriting terms and arrangements of the transaction involved in the registration statement.

Response: In anticipation of one or more potential offerings of their common shares through
underwritten offerings, the Funds expect that relevant portions of the filings, with the
assistance of the underwriters and their counsel, will be submitted to the FINRA for review.
However, we note that if the securities to be offered are within the categories specified
in NASD Conduct Rule 2710(b)(7)(B), such review will not be necessary.

2. Comment: Explain to the staff whether the Funds will file post-effective amendments in order
to sell securities off the shelf or whether they propose to file supplements under Rule 497. If
the latter, advise the staff how the legal opinion and financial statements will be updated.

Response: The Funds expect to file both post-effective amendments pursuant to Rule 462(d)
and supplements pursuant to Rule 497 in connection with each offering. A legal opinion and
offering documents specific to each particular offering will be filed as an exhibit to each
post-effective amendment. In addition, the Funds will update financial statements on an
annual basis by filing post-effective amendments subject to the staff’s review. The Funds
may also file interim financial statements from time to time pursuant to Rule 497.

3. Comment: The pricing table on the facing page discloses the amount of securities being
registered. Confirm that securities to be used to fulfill any over-allotments will be included in
the amount being registered.

Response: The Funds confirm that securities to be used to fulfill any over-allotment
options of the underwriters will be included in the amounts being registered.

4. Comment: 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
conformity with the Commission’s plain English requirements. For example, reformat disclosures
appearing in all capital 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). Clarify the types of indices referred to in the following underlined clause: “The Fund may
also purchase and sell options on securities indices and other financial indices.”
(Emphasis added.) Clarify the meaning of the following disclosure: “Their discretionary target
bonus is set at a percentage of the respective base salary, ranging from 300% to 600%, with a
maximum annual bonus opportunity of 150% of the target bonus.” Last of all, confirm that the

United States Securities and Exchange Commission

January 30, 2008

Page 3

disclosure in the filing meets the type size requirements of Rule 420 of Regulation C under the
Securities Act.

Response: The Funds confirm that the referenced disclosure will not appear all-capitalized
in the final print. Additional changes responsive to the staff’s specific requests have
been made in the Amendments. The Funds also confirm that the disclosure in the filings is
in roman type at least as large as 10-point modern type, as required by Rule 420. The Funds
believe that the filings otherwise comply with the Commission’s plain English requirements.

5. Comment: We note that the Funds did not include cover letters with their registration
statements indicating the purpose of the filings. In the future, we suggest each Fund include
written correspondence with every filing indicating the name and the telephone number of the person
to be contacted for information regarding the submission, the purpose of the filing, and whether it
contains any novel or special issues, or disclosure, that warrant staff attention.

Response: The Funds have noted the staff’s comment and will include cover letters with
future filings.

6. Comment: The facing page indicates that each filing was made under Rule 415. Explain to the
staff the enumerated paragraph of the rule upon which the Funds are relying to make the offerings.

Response: The Funds are relying on Rule 415(a)(1)(x) to make the offerings contemplated in
the Registration Statements. In No-Action Letters issued to Pilgrim America Prime Rate
Trust and Nuveen Virginia Premium Income Municipal Fund,1 the staff indicated
that a closed-end investment company may rely on Rule 415(a)(1)(x) to issue securities
pursuant to a shelf registration statement provided that the issuer disseminates a “steady
stream of high quality information” about the issuer to the public. The Funds believe that
the information about the Funds regularly disseminated to the public satisfies the
Commission’s concern regarding the availability of a steady stream of high quality
information about the Funds. In reliance on the staff’s views set forth in the Pilgrim
letter, as modified by the Nuveen letter, the Funds believe that they are eligible to rely
on Rule 415(a)(1)(x) to make the offerings contemplated in the Registration Statements.

    1

    Pilgrim America Prime Rate Trust (publicly available
May 1, 1998); Nuveen Virginia Premium Income Municipal Fund (publicly available
October 6, 2006).

United States Securities and Exchange Commission

January 30, 2008

Page 4

Prospectus

7. Comment: Add the underlined clause to the following disclosure captioned “Cautionary Notice
Regarding Forward-Looking Statements”: “The forward-looking statements contained in this
prospectus and any accompanying prospectus supplement and the statement of additional
information are excluded from the safe harbor protection provided by section 27A of the
Securities Act of 1933, as amended (the ‘1933 Act’).”

Response: Changes responsive to the staff’s comment have been made in the Amendments.

8. Comment: The first paragraph of disclosure captioned “Prospectus Summary — Distributions”
discusses distribution history. Each Fund discloses in the first sentence that it has made regular
distributions to its shareholders for a specified period. Specify the nature of the distribution
(e.g., net investment income). The second sentence of this discussion in the Global Total Return
prospectus discloses that: “Additionally, the Fund has made periodic distributions of
long-term capital gains since inception.” (Emphasis added.) Confirm that such distributions
complied with §19(b) under the 1940 Act and Rule 19b-1 thereunder.

Response: In connection with each distribution to shareholders, Calamos issues a notice to
shareholders that describes, to the extent known at such time, the source of the
distribution, whether it be undistributed net investment income, undistributed net realized
short-term capital gains, capital or a combination thereof. The Funds note that these
various sources of distributions are described in the third sentence of the paragraph
immediately following the paragraph in question and respectfully believe that this existing
disclosure is responsive to the staff’s comment. In addition, the Global Total Return Fund
confirms that all long-term capital gain distributions made by the Fund since inception have
complied with §19(b) under the 1940 Act and Rule 19b-1 thereunder.

9. Comment: The second and third paragraphs under this caption discuss Global Total Return’s
current managed distribution policy and its efforts to obtain an SEC order to implement such a
plan. The disclosure regarding its current policy indicates, among other things, that
distributions may include net investment income, net realized short-term capital gain and, if
necessary, return of capital; and that at times it may pay out more or less than the entire amount
of income earned. Briefly state how the Fund expects the policy might change if the order is
granted. Provide disclosure that distinguishes managed distributions from true yield and disclose
any adverse tax implications of the Funds’ current policies.

     The same disclosure discusses the possibility that the Fund’s distributions may constitute
returns of capital and that: “To the extent the Fund distributes an amount in excess of the Fund’s
current and accumulated earnings and profits, such excess, if any, will be treated by a shareholder
for federal income tax purposes as a tax-free return of capital to the extent of the

United States Securities and Exchange Commission

January 30, 2008

Page 5

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 distributions, provide additional
disclosure in the prospectus regarding i) the effect of a distribution on a shareholder’s basis,
and ii) if applicable, that a substantial amount of the distributions in any year will be a return
of capital.

Response: The Funds expect that the receipt of an SEC order granting the Funds the ability
to implement a managed distribution policy would enable the Funds to more effectively manage
distributions on a long-term basis by more frequently utilizing long-term gains as a
potential source of distributions. Absent receipt of the order, the Funds may distribute
net realized long-term capital gains only once annually, although a second distribution is
permitted to the extent necessary to avoid the imposition of an excise tax. The Funds
believe that a managed distribution policy that allows the Funds to utilize long-term
capital gains more frequently may enhance the tax efficiency of distributions to the Funds’
shareholders. In addition, in response to the staff’s requests, the Funds have added the
following disclosure to the Amendments for purposes of (i) describing the effect of a return
of capital distribution on a shareholder’s adjusted tax basis, and (ii) distinguishing
managed distributions from true yield.

“To the extent the Fund distributes an amount in excess of the
Fund’s current and accumulated earnings and profits, such excess, if
any, will be treated by a shareholder for federal income tax
purposes as a tax-free return 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.
Any such distributions made by the Fund will reduce the
shareholder’s adjusted tax basis in his, her or its shares to the
extent that the distribution constitutes a return of capital. To
the extent that the Fund’s distributions exceed the Fund’s current
and accumulated earnings and profits, the distribution payout rate
will exceed the yield generated from the Fund’s investments.”
(Emphasis added.)

The Funds believe that any adverse tax implications of the Funds’ current distribution
policies are currently disclosed in the sections captioned “Prospectus Summary —
Distributions” and “Certain Federal Income Tax Matters.” Finally, the Funds hereby
supplementally inform the staff that the Funds do not expect a substantial amount of
distributions in any year to constitute a return of capital.

10. Comment: Disclosure in the fourth paragraph states: “Since not all investors can
participate in the automatic dividend reinvestment plan, you should contact your broker or
nominee to confirm that you are eligible to participate in the plan.” (Emphasis added.) Explain
why some investors may not participate in the plan.

United States Securities and Exchange Commission

January 30, 2008

Page 6

Response: The Funds have revised the referenced sentence in the Amendments to read as
follows: “Since investors can participate in the automatic dividend reinvestment plan only
if their broker or nominee participates in our plan, you should contact your broker or
nominee to confirm that you are eligible to participate in the plan.”

11. Comment: The next sub-caption, “Investment Policies,” contains disclosure which states that:
“Under normal circumstances, the Fund will invest at least 30% of its managed assets in securities
of foreign issuers.” A foreign issuer is defined as a foreign government or a company organized
under the laws of a foreign country. Some companies are incorporated in a foreign country, yet
derive substantial revenue from, and have substantial assets in, the U.S. Will the Fund treat that
company as a foreign issuer? If yes, disclose that fact and how it affects the global nature of an
investment in the Fund.

Response: Under the Fund’s definition of a foreign issuer, a foreign issuer is a foreign
government or company organized under the laws of a foreign country, regardless of where it
conducts business, maintains its assets, provides services or where its securities are
principally traded. The Fund believes that this definition is appropriate for a “global”
fund that does not emphasize any particular country or region. The Fund also notes that
this definition of a foreign issuer is the same as the definition reviewed by the staff in
connection with the initial offering of common shares by Calamos Global Dynamic Income Fund
(File No. 333-142506).

12. Comment: The last paragraph under this sub-caption discloses that: “The Fund may invest in
other securities of various types to the extent consistent with its investment objective.” This
policy suggests the Fund may acquire whatever it wants whether or not disclosed in the prospectus.
Either delete this disclosure or explain its meaning to the staff.

Response: Each Fund generally expects to only invest in securities of the types described
in its respective prospectus and statement of additional information, to the extent
consistent with each Fund’s respective investment objective. The Funds have included the
disclosure cited above to address the possibility that, as financial markets evolve and new
types of investment products become available, the Funds may invest in these new investment
products, but only to the extent consistent with a Fund’s investment objective. The Funds
note that any material changes to a Fund’s investment objectives or the types of securities
in which a Funds may invest will be disclosed in that Fund’s annual and/or semi-annual
reports to shareholders, as