SecProbe.io

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April 2, 2025

VIA E-mail

Paulita A. Pike, Esq.
Rita Rubin, Esq.
Elizabeth Madsen, Esq.
Ropes & Gray LLP
191 North Wacker Drive, 32nd Floor
Chicago, Illinois 60606

 Re: Calamos Dynamic Convertible and Income Fund
 Initial Registration Statement on Form N-2
 File Nos. 333-285521, 811-22949
Dear Mses. Pike, Rubin and Madsen:
 On March 3, 2025, you filed an initial registration statement on Form
N-2 on behalf of
Calamos Dynamic Convertible and Income Fund (the Fund ), under the
Securities Act of 1933
(the Securities Act ) and the Investment Company Act of 1940 (the
Company Act ). We have
reviewed the registration statement and have provided our comments below. All
capitalized
terms not otherwise defined herein have the meaning given to them in the
registration statement,
and all references to Item(s) and Guide(s) are to Form N-2.
General
1. Where a comment is made with regard to disclosure in one location, it is
applicable to all
 similar disclosure appearing elsewhere in the registration statement.
2. We note that many portions of your filing are incomplete or to be updated by
amendment.
 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 exhibits added in any pre-effective amendment, such as
the Fund s
 organizational documents.
3. Please supplementally advise us if you have submitted or expect to submit
any exemptive
 application or no-action requests in connection with your registration
statement, including
 with respect to co-investment relief.
4. Please confirm in your response letter that FINRA has reviewed the proposed
underwriting
 terms and arrangements for the transactions described in the registration
statement, including
 the amount of compensation to be allowed or paid to the underwriters and any
other
 arrangements among the Fund, the underwriters, and other broker dealers
participating in the
 distribution, and that FINRA has issued a statement expressing no objections
to the
 compensation and other arrangements.
 Mses. Pike, Rubin and Madsen
Calamos Dynamic Convertible and Income Fund
Page 2

5. Staff notes that the registration statement states the intent to forward
incorporate by reference
 the most recent annual reports, but the Fund s Form N-CSR filings do not
consistently
 include an auditor's consent (e.g., the Fund filed a consent with its prior
year Form N-CSR
 (12/29/2023) but omitted to attach a consent to its Form N-CSR filing dated
 12/27/2024)). Please confirm the intent to incorporate the annual reports by
reference and, if
 applicable, please amend and refile Form N-CSR with an appropriate consent.
6. Please explain supplementally why the Fund is no longer a well-known
seasoned issuer and
 when it no longer qualified as such. Please also explain supplementally
whether the Fund
 has offered and sold its securities in the last twelve months.
7. Please confirm supplementally that the underwriter has no arrangement with
the Fund, such
 as an over-allotment option, under which the underwriter may purchase
additional shares in
 connection with the offering. See Item 2.2. If the Fund or the underwriter
has, or is
 considering, a plan to repurchase the Fund s shares, please describe the
specifics, including
 as to price determination and timing of the repurchases.
Cover Page
8. Please add to the bolded risks on page 1, a specific cross reference to the
prospectus
 discussion of risks associated with a leveraged capital structure. See Item
1.1.j and Guide 6.
Prospectus
Prospectus Summary
Use of Proceeds
9. We note disclosure that [w]e currently intend to use the net proceeds
from the sale of our
 securities primarily to invest in accordance with our investment objective
and policies within
 approximately three months of receipt of such proceeds. Such investments may
be delayed if
 suitable investments are unavailable at the Fund time or for other reasons.
 Please disclose
 what the other reasons are, and confirm supplementally that any delay
will not take more
 than six months.
Dividends and Distributions on Common Shares
10. Please clarify that the following disclosure is applicable to investors who
invest in the Fund
 through a broker or nominee: 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.
Investment Policies
11. The Loans disclosure indicates that the Fund will engage in
origination activities. Please
 describe the Fund s or affiliated parties experience with originating
loans. Please clearly
 explain the extent to which the Fund intends to engage in origination
activities and briefly
 describe the loan selection process in the Fund s investment strategy
disclosure. Please
 clarify whether the Fund intends to originate whole loans to retain within
the Fund, intends to
 syndicate such loans, intends to invest itself in syndicated loans, or all
of the above.
 Furthermore, where appropriate, please add applicable disclosure
addressing:
 Mses. Pike, Rubin and Madsen
Calamos Dynamic Convertible and Income Fund
Page 3

 a. Any limits on loan origination by the Fund, including a
description of any limits
 imposed by the Fund s fundamental restrictions and related
interpretations
 including with respect to making loans;
 b. The loan selection process, including maturity and duration of
individual loans
 and any limits on the amount of loans the Fund may originate to
issuers in the
 same industry;
 c. The underwriting standards for these loans;
 d. Whether the Fund will be involved in servicing the loans, and
if so, a description
 of its servicing obligations; and
 e. If the Fund expects to originate subprime loans, the extent to
which the Fund
 expects to do so and any unique risks.
 We may have additional comments after reviewing your responses.
12. Please add to the disclosure about investing in foreign securities, that
the Fund s investments
 may be denominated in foreign currencies, per the principal risk
disclosure.
13. Please summarize in this section all principal investment strategies
disclosed under the later
 section Principal Investment Strategies (e.g., all options discussed
therein such as put
 options, US Government securities, zero-coupon securities, repurchase
agreements, and other
 investment companies).
Fund Risks
14. Under Limited Term Risk, and throughout the registration statement,
the disclosure
 references the Eligible Tender Offer and Dissolution Date, but
such terms are not
 defined anywhere in the registration statement (we note that Termination
Date is defined
 and used throughout). Please add their definitions and describe them under
 Limited Term
 Structure under Investment Policies, where the limited term is
first discussed, or delete
 these terms if inapplicable. Also, in each place where the Dissolution
Date/Termination Date
 is disclosed, please add that the date is subject to extension and/or
perpetual existence (see
 next comment).
15. We note that Limited Term Structure states that [a]n amendment to
the limited term
 provision of the Fund s Declaration of Trust requires approval by a
majority of the Fund s
 outstanding voting securities ; yet Limited Term Risk, states that
 [f]ollowing the
 completion of the Eligible Tender Offer in which the number of tendered
Shares would result
 in the Fund's net assets totaling greater than the Dissolution Threshold,
the Board may
 eliminate the Dissolution Date upon the affirmative vote of a majority of
the Board and
 without a Shareholder vote. Thereafter, the Fund will have a perpetual
existence (italics
 added). Please explain how these disclosures work together.
16. Please address why Limited Term Risk refers to an initial investment
of $20, whereas the
 Limited Term Structure disclosure refers to a final distribution of
$25.
17. Please specify, under Sector Risks, Investment Strategy, and
Geographic
 Concentration, whether the Fund s investments will be concentrated in
any particular sector
 or particular country or geographic region, and add applicable risks.
Investment Objective and Principal Investment Strategies
 Mses. Pike, Rubin and Madsen
Calamos Dynamic Convertible and Income Fund
Page 4

Principal Investment Strategies
18. The Fund has disclosed as principal risks, certain investments that are not
also described as
 principal investment strategies (e.g., covenant-lite loans and short
sales). Please add all
 investments identified as principal risks to the principal investment
strategy disclosure, if
 accurate, or tailor the principal risks to reflect that the risk is
non-principal.
Risks
19. Please revise the risk factors throughout, as applicable, to reflect the
current regulatory
 environment (e.g., please update the discussion of the evolving
Dodd-Frank Act
 regulations). Also, given the Fund s reference under Regulatory Risk
 to limited
 derivatives users under rule 18f-4, please clarify whether the Fund will be
a limited
 derivatives user. If not, please consider whether this disclosure is
necessary.
Leverage
20. Please describe the material terms of the agreement between Kroll Bond
Rating Agency LLC
 (the rating agency for the Fund s MRP Shares) and the Fund.
Closed-End Fund Structure
21. We note disclosure in this section suggesting the Board may consider
converting the Fund to
 an open-end mutual fund. Please describe the factors that the Fund s
Board will consider in
 determining whether to propose a conversion to an open-end mutual fund.
Please also
 disclose the risks of an investment in an open-end fund (e.g., because a
shareholder of an
 open-end investment company may present his or her shares for redemption at
any time, and
 payment must be made within seven days of presentation at their net asset
value, conversion
 to open-end status may require changes in the management of the Fund s
portfolio in order to
 meet the liquidity requirements applicable to open-end funds; because
portfolio securities
 may have to be liquidated to meet redemptions, conversion could affect the
Fund s ability to
 meet its investment objective or to use investment policies and techniques
that are more
 appropriate for a fixed portfolio than one subject to constant demands for
redemption and
 inflows of cash). Please also disclose whether the Fund contemplates
charging sales or
 redemption fees upon conversion to an open-end fund and whether redemptions
will be made
 in cash or securities. If the Fund, after conversion, intends to retain the
option of meeting
 redemptions with portfolio securities, the costs and risks imposed on the
redeeming
 shareholders of receiving such securities should be discussed. See Guide 4.
Automatic Dividend Reinvestment Plan
22. Please disclose the treatment of partial shares.
Certain Provisions of the Agreement and Declaration of Trust and By-Laws,
Including
Antitakeover Provisions
23. Section 11 of the Fund s Declaration of Trust states that shareholders
must make a pre-suit
 demand in order to bring a derivative action, and that the Board is given a
reasonable amount
 of time to consider and investigate the request. Please disclose these
provisions in an
 appropriate location in the prospectus.
24. Section 11 of the Declaration of Trust also states: [u]nless a demand is
not required under
 paragraph (a) of this Section 11, Shareholders eligible to bring such
derivative action under
 Mses. Pike, Rubin and Madsen
Calamos Dynamic Convertible and Income Fund
Page 5

 the Delaware Act who hold at least 10% of the Outstanding Shares of the
Trust, or 10% of
 the Outstanding Shares of the Series or Class to which such action relates,
shall join in the
 request for the Trustees to commence such action; and the shareholder
making a pre-suit
 demand on the Board undertakes to reimburse the Fund for the expense of any
advisors the
 Board hires in its investigation of the demand in the event that the Board
determines not to
 bring the action. Please disclose in an appropriate location in the
prospectus these provisions
 and that these provisions do not apply to claims arising under the federal
securities laws.
25. We note the exclusive state forum provisions of the Fund s Amendment No.
1 to the Bylaws
 (Article 12). Please disclose in an appropriate location in the prospectus
the provisions, that
 the provisions do not apply to claims arising under the federal securities
laws, and
 corresponding risks of such provisions even as to non-federal securities
law claims (e.g., that
 shareholders may have to bring suit in an inconvenient and less favorable
forum).
26. We note the Bylaws provide the following (Article 12): Furthermore,
except to the extent
 prohibited by any provision of the Delaware Statutory Trust Act or the
Declaration of Trust,
 if any Shareholder shall initiate or assert a Foreign Action without the
written consent of the
 Trust, then each such Shareholder shall be obligated jointly and severally
to reimburse the
 Trust and any officer or Trustee of the Trust made a party to such
proceeding for all fees,
 costs and expenses of every kind and description (including, but not
limited to, all reasonable
 attorneys fees and other litigation expenses) that the parties may incur
in connection with
 any successful motion to dismiss, stay or transfer such Foreign Action
based upon non-
 compliance with this Article 12. Please disclose in an appropriate
location in the prospectus
 this provision and that this provision does not apply to claims arising
under the federal
 securities laws.
27. Please explain supplementally how the Fund s provision for shareholder
proposals other than
 nominations of persons for election as a Trustee (Section 3.8(a)(1) of the
Fund s Bylaws and
 the corresponding disclosures in the prospectus), is consistent with Rule
14a-8 under the
 Securities Exchange Act of 1934. We may have more comments based on your
response.
28. Please remove from the prospectus the following disclosure and/or revise
the disclosure so it
 does not qualify the summary: The foregoing is intended only as a
summary and is qualified
 in its entirety by reference to the full text of the Fund's Agreement and
Declaration of Trust
 and By-Laws, both of which have been filed as exhibits to the Fund's
registration statement
 on file with the SEC.
Plan of Distribution
29. We note the disclosure that the Fund may engage in share repurchases in
furtherance of price
 stabilization. Please disclose whether there is a specific plan in mind
and, if so, what are the
 specifics.
Form of Prospectus Supplements
30. Please make the bolded disclosure on the cover consistent with the bolded
disclosure on the
 cover of Prospectus (e.g., add a reference to junk bonds ), and
incorporate all comments
 from the Prospectus into the Prospectus Supplements, to the extent
applicable.
31. Please provide the Statement of Preferences of Preferred Shares (the
Statement ), which is
 stated to be attached as Appendix to the statement of additional
information.
 Mses. Pike, Rubin and Madsen
Calamos Dynamic Convertible and Income Fund
Page 6

Statement of Additional Information (SAI)
Investment Objectives and Policies
32. Under Foreign Securities , please consider whether the following
clause is accurate given
 the Fund s principal investments in emerging markets securities:
Although the Fund intends
 primarily to invest in companies and government securities of countries
having stable
 political environments
Closing
 A response to this letter should be in the form of a pre-effective
amendment filed
pursuant to Rule 472 under the Securities Act. The pre-effective amendment
should be
accompanied by a supplemental letter that includes your responses to each of
these comments.
Where no change will be made in