SecProbe.io

UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Division of Investment Management
 100 F Street NE
                    Washington, DC  20549

    April  11, 2014

Eric S. Purple , Esquire
K & L Gates LLP
1601 K Street, N.W,
Washington, DC   20006- 1600

       Re:  Calamos Dynamic Convertible and Income Fund
    File Numbers 333 -194565;   811- 22949
Dear Mr. Purple :
  On March 14, 2014, Calamos Dynamic Convertible and Income Fund (the
“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”) with the Securities and Exchange Commission .  We have the following
comments:
General

1. Your cover letter states that, at present, the Fund has not selected an
underwriter.  Please state in your response le tter whether FINRA will review
the proposed underwriting terms and arrangements of the transaction involved in the registration statement.  In this connection , please indicate whether
FINRA will review  the payments  to the underwriter  for purposes of
determining compliance with FINRA guidelines on underwriter compensation.

2. Please advise us if you have submitted or expect to submit  an exemptive
application or no- action request in connection with this registration statement.

3. The Fund’s name contains the word “Dynamic .”  Please explain what that
term is intended to convey.  If the meaning of the term is explained in the prospectus, please specify the location.

4. On page ( i), the term Managed Assets is defined for purposes of the Fund’s
80% policy  (“80% test”).  Please make a representation in your response letter
that, for purposes of the 80%  test, the Fund’s definition of “Managed Assets”
is consistent with the definition of “Assets” in Rule 35d- 1(d)(2) under the
1940 Act.

 2 Prospectus Summary
Investment Objective  and Strategies

5. The investment objective , on page 1, states that the Fund’s primary
investment objective is to “provide total return through a combination of
capital appreciation and current income.”  T he Fund name includes “Income”
which suggests  that the objective of the Fund is income and not total return.
Please revise the in vestment objective or Fund name in light of this
inconsistency.
 6. On page 1, the prospectus states that the Fund will invest at least 50% of its managed assets in convertible securities (including “ synthetic convertible
securities ”).  Please explain, in Plain English, what this term means and
whether this investment is intended to be included in the Fund’s 80% investment basket for purposes of complying with Rule 35d- 1 of the 1940
Act.  If so, please explain to us why you believe th at these investments that
comprise these synthetic positions have economic characteristics similar to the types of investments suggested by the Fund’s name.   See Rule 35d -1 under
the 1940 Act.
 7. Does the Fund intend to offer preferred shares within twelve months of
effectiveness?  If so, please provide the appropriate disclosure regarding
strategy, risks, fee and expense disclosure, as well as diminution of common
stock voting power.

8. The prospectus states on page 2 that the Fund may invest in securities of
foreign issuers in developed and emerging markets.  As you are probably
aware, the political situation in Russia and Ukraine has continued to develop
over the past few weeks. To the extent that the Fund expects that it will have
exposure to Russian or U krainian securities, please consider whether the Fund
should include specific risk disclosure relating to those countries and/or the
events unfolding in the regions. We may have further comments.

9. The prospectus states, on page 2, that the Fund may seek to generate income
from option premi ums by selling options.  Please add disclos ure discussing
the Fund’s practices with respect to the segregation of asset coverage policy
on the index options .

10. As a primary investment strategy, the Fund intends to invest in  “synthetic
convertible securities.”  Please supplementally inform the staff whether these types of securities are deemed to be derivatives for investment purposes.  If
so, please disclose this and any attendant risks.

 3 11. Given that the Fund may principally invest in synthetic collateralized
securities, highlight in plain English the characteristics of such securities and the magnitude of investment risk to which such investments expose the Fund.
 12. The prospectus states, on page 1, the Fund may invest in synthetic convertible securities whose “convertible component is achieved by investing in warrants or options.”  Please disclose who will write the options and whether they will
be exchange traded or over -the-counter.
Dividends and D istributions

13. On page 5, the disclosure describes the Fund’s distribution policy that is
described in more detail on page 35.  Many investors may not fully understand a return of capital.  Please clarify that shareholders who periodically receive the payment of a dividend or other distribution consisting of a return of capital may be under the impression that they are receiving net profits when they are not.  Shareholders should not assume that the source of a distribution from the Fund is net profits.  Please disclose that the F und’s distributions may include
returns of capital and summarize the consequences of a return of capital distribution.  In particular, please disclose that the distribution is a return of the shareholder’s original investment and that while the distribution may not be currently taxable, it may result in future tax consequences for the shareholder upon the sale of the securities even if the securities are sold for less than the original purchase price.

Fund Risks

14. In the  section titled “Antitakeover P rovisions,” please briefly disclose how the
antitakeover provisions may limit the ability of other persons or entities to
acquire control of the Fund or to change the composition of the Board of Trustees.
 15. This section includes a  risk titled  “Synthetic Convert ible Securities Risk.”
Given that synthetic convertible securities contain derivatives, please disclose the risks attendant with investing in the types of derivatives used in synthetic convertible securities.   Please be more specific in the disclosure reg arding
derivatives.  See Letter from Barry Miller, Associate Director, Office of Legal and Disclosure, Division of Investment Management,  to Investment Company Institute, to Kerrie McMillan, “Derivatives -Related Disclosures by Investment
Companies”  (July 30, 2010).
Summary of Fund Expenses

16. Please disclose in the table how Managed Assets, as used in the calculation of Management Fees, converts to “net assets.”   We note that the discussion in

 4 footnote (3) may be confusing to the reader, in that  it states that the
management fee is not expressed as a percentage of all of the assets the Fund
intends to invest.  Please clarify.  Furthermore, explain how derivatives are
valued for calculating Managed Assets and confirm that the notional value of derivative contracts will not be used for the fee calculation.

17. The Fund will invest in  synthetic convertible securities.  Please  disclose how
derivative and synthetic securities will be valued for purposes of determining “total managed assets” for the calculation of management fees.   Specifically,
please supplementally confirm that the value of synthetic securities refers to the market value of the synthetic instrument, rather than the notional value.
Investment Objective and Principal Investment S trategies
18. The prospectus states,  on page 15, the Fund may invest in master limited
partnerships (“MLPs”).  Please disclose any unique tax aspects in MLPs and
how it may impact the Fund’s investments in MLPs.
Leverage
19. The prospectus states that the Fund wil l add leverage to its portfolio upon the
completion of the initial public offering of the Fund’s common shares.  The
disclosure does not address the use of leveraging in the short term.  If the Fund intends to use leveraging in the short term , please discl ose this and add
why it may not be beneficial to its shareholders.

 AntiTakeover Provisions in the Declaration of Trust
 20. The prospectus states that the declaration of trust includes certain anti -
takeover provisions.  Please disclose that the Fund will not opt in to the control share acquisition provisions of the state  statute given that the staff h as
taken the position that anti takeover provisions are inconsistent with section
18(i) of the 1940 Act.  See  Boulder Total Return Fund, Inc. no action letter
(November 15, 2010) .

Statement of Additional Information

 Distressed Securities
 21. The Fund may invest substantial portions of its total assets in distressed securities. (Page S -4 of the SAI).  Please disclose, in the prospectus, if
appropriate the extent to which the Fund anticipated investing in distressed securities and any attendant risk.

 5 General

22. Please file as exhibits the  advisory  contracts entered  into by the investment
adviser.  Also, please confirm that the substantive terms of the contract  are
fully described in the SAI.

General Comments

We note that portions of the filing are incomplete.  We may have
additional comments on such portions when you complete them in pre -effective
amendments, on disclosures made in response to this letter, on information
supplied supplementally, or on financial statements and exhibits added in any pre -
effective amendments.

Please advise us if you have submitted or  expect to submit an exemptive
application or no- action request in connection with the registration statement.

 We urge all persons who are responsible for the accuracy and adequacy of
the disclosure in the filings reviewed by the staff to be certain that  they have
provided all information investors require for an informed decision.  Since the Fund and its management are in possession of all facts relating to the Fund’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

 Notwithstanding our comments, in the event the Fund requests
acceleration of the effective date of the pending registration statements, each should furnish a letter, at the time of such request, acknowledging that:

 should the Commission o r 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 of the disclosure in the filing; and
 the Fund may not assert this action as 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 of Investment Management in connection with our review of  your filing or in response to our
comments on your filing.
We will consider a written request for acceleration of the effective date of
the registration statement as a confirmation of the fact that those requesting

 6 acceleration are aware of their respective responsibilities.  We will act on the
request and, pursuant to delegated authority, grant acceleration of the effective date.
 Please respond to this letter by filing a pre -effective amendment pursuant
to Rule 472 under the Securities Act of 1933.  Please respond to all comments.  Where no changes will be made in the filing in response to a comment, please inform us in a supplemental letter and state the basis for your position.
 If you have any questions prior to filing a pre -effective amendment, please
call me at (202) 551 -6985.
        Sincerely,

Valerie J. Lithotomos
Senior Counsel