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

CORRESP
1
filename1.htm

    ROPES & GRAY LLP

    191 NORTH WACKER DRIVE

    32nd FLOOR

    CHICAGO, ILLINOIS 60606-4302

    WWW.ROPESGRAY.COM

March 30, 2023

Ms. Megan Miller

Securities and Exchange Commission

100 F Street, NE

Washington,
DC 20549

Re: Calamos Investment Trust (“Investment Trust”) (File
No. 811-05443); and Calamos Dynamic Convertible & Income Fund (“CCD”) (File No. 811-22949)

(each, a “Registrant” and, collectively, the “Registrants”)

Dear Ms. Miller:

I am writing to respond to the comments of the
staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) that you provided
by telephone on March 3, 2023 regarding certain of the Registrants’ reports on Form N-CSR, as noted below filed under the Investment
Company Act of 1940, as amended (“1940 Act”) for the periods ended October 31, 2022 for each Registrant.
Your comments are summarized below, followed by our responses. Capitalized terms not otherwise defined herein have the meanings ascribed
to them in the applicable report.

Investment Trust

 1. Comment. For Calamos Short-Term Bond Fund, please explain how large shareholder concentration
risk is disclosed in the fund’s summary and statutory prospectus.

Response.
The Registrant will add the following risk disclosure to Calamos Short-Term Bond Fund’s summary and statutory prospectus in
a future filing:

“Large shareholder risk:
From time to time, shareholders of the Fund (which may include other Calamos funds) may make relatively large redemptions or purchases
of fund shares. These transactions may cause the Fund to sell securities or invest additional cash, as the case may be, at disadvantageous
prices. Redemptions of a large number of shares also may increase transaction and other costs or have adverse tax consequences for shareholders
of the Fund by requiring a sale of portfolio securities. Purchases of a large number of shares may adversely affect the Fund's performance
to the extent that it takes time to invest new cash and the Fund maintains a larger cash position than it ordinarily would.”

Investment Trust
and CCD

 2. Comment.  For all applicable funds, please update the caption in the Statement of Operations
to indicate that securities lending income is net of any rebates received or paid to borrowers.

Response.
The Registrants will make this change in future filings.

 3. Comment. For all applicable funds, the Notes to the Financial Statements indicate that cash
and cash equivalents are reinvested into short term investments. Please confirm that this disclosure is accurate or update accordingly.

Response.
In future filings, CIT will edit the above-referenced disclosure to clarify that only cash collateral (and not cash equivalents) are reinvested
into short term investments. This disclosure is not included in CCD’s Notes to Financials because it is not applicable
to CCD.

 4. Comment.  For all applicable funds, the Balance Sheet does not show the value of securities
on loan as is required by Regulation S-X 6-04.11. Please update going forward.

Response. The Registrants
will make this change in future filings.

 5. Comment. Pursuant to FASB ASC 210-20-55-14, please
include the terms of any collateral received or pledged pursuant to an enforceable master netting arrangement in the Notes to the Financial
Statements for any securities lending.

Response. The Registrants
will make this change in future filings.

 6. Comment. The tax disclosures in the Notes to the
Financial Statements for some of the funds include a line item captioned “Other.” Please explain what “Other”
represents in the tax disclosures that reconcile book and tax undistributed earnings.

Response. The Registrants
note that the “Other” line item contained in the tax disclosures that reconcile book and tax undistributed earnings typically
relate to tax adjustments that are temporary in nature but do not adjust the tax cost basis of investments. These adjustments are primarily
related to deferred compensation to trustees, dividends payable at fiscal year end, AICPA adjustments and unsettled shorts.

* * * * *

We hope that the foregoing responses adequately
address your comments.

Should you have any further questions or comments,
please do not hesitate to contact me at (312) 845-1381.

    2

Very truly yours,

  /s/ Elizabeth L. Madsen

Elizabeth L. Madsen, Esq.

cc:

John P. Calamos, Sr.

J. Christopher Jackson, Esq.

Sue Schoenberger, Esq.

Paulita A. Pike, Esq.

Rita Rubin, Esq.

    3

CORRESP
1
filename1.htm

CORRESP

 Calamos Advisors LLC

2020 Calamos Court

 Naperville, Illinois 60563

Phone: 630-245-7200

 www.calamos.com

March 24, 2015

 OVERNIGHT DELIVERY AND
EDGAR

 Ms. Valerie J. Lithotomos

 Division
of Investment Management

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Calamos Dynamic Convertible and Income Fund

Registration Statement on Form N-2

File Nos. 333-194565 and 811-22949

 Dear
Ms. Lithotomos:

 In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended,
Calamos Dynamic Convertible and Income Fund (the “Fund”) hereby requests acceleration of the effective date of the above-captioned Registration Statement so that it will become effective by 10:00 a.m., Eastern Time, on March 26, 2015,
or as soon thereafter as practicable.

 The Fund also hereby requests that effectiveness of its Registration Statement on Form 8-A under
the Securities Exchange Act of 1934, as amended, be accelerated to be concurrent with the effectiveness of the above-captioned Registration Statement.

Sincerely,

CALAMOS DYNAMIC CONVERTIBLE AND INCOME FUND

By: /s/ J. Christopher Jackson

J. Christopher Jackson

Vice President and Secretary

Wells Fargo Securities, LLC

 375 Park Avenue

 New York, NY 10152

 VIA EDGAR

March 24, 2015

 Securities and Exchange Commission

Division of Investment Management

 100 F Street N.E.

Washington, D.C. 20549

 Attn: Ms. Valerie J. Lithotomos

 Re: Calamos Dynamic Convertible and Income Fund (the “Fund”)

(File Nos. 333-194565 and 811-22949)

Dear Ms. Lithotomos:

 Pursuant to Rule 460
of the General Rules and Regulations under the Securities Act of 1933, as amended, we, on behalf of the several underwriters, wish to advise you that distribution of the Registration Statement on Form N-2 as filed on February 18, 2015, and as
amended on February 26, 2015, and the Preliminary Prospectus began on February 18, 2015 and is expected to conclude at approximately 10:00 a.m., Eastern Time, on March 26, 2015, with anticipated distribution results as follows: a limited
number of Registration Statements have or will be sent to underwriters and approximately 145,000 copies of the Preliminary Prospectus have or will be sent to underwriters, dealers and institutions.

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of the
underwriters of the offering of common shares of beneficial interest of the Fund, hereby joins in the request of the Fund for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 10:00 a.m.
(ET) on Thursday, March 26, 2015, or as soon thereafter as practicable.

 Page 2

 Sincerely,

WELLS FARGO SECURITIES, LLC

As Representative

By:

WELLS FARGO SECURITIES, LLC

By:

/s/ Jerry Raio

 Name: Jerry Raio

 Title: Managing
Director

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