EFFECTIVE AUGUST 1, 2021, THIS LETTER IS

EFFECTIVE AUGUST 1, 2021, THIS LETTER IS

WITHDRAWN. Please consult the following web

page for more information: https://www.sec.gov/

divisions/investment/im-modified-withdrawn-staffstatements.

RESPONSE OF THE OFFICE OF CHIEF COUNSEL

DIVISION OF INVESTMENT MANAGEMENT

February 14, 2011

1M Ref. No. 2011211115

Calamos Convertible Opportunities

and Income Fund, Calamos

Convertible and High Income Fund,

and Calamos Global Total Return

Fund

File No. 811-21080

Your letter dated February 14,2011 requests our assurance that we would not

recommend enforcement action to the Securities and Exchange Commission ("Commission")

under Section 5(b) or Section 6(a) of the Securities Act of 1933 (the "Securities Act") against

Calamos Convertible Opportunities and Income Fund, Calamos Convertible and High Income

Fund, or Calamos Global Total Return Fund (each, a "Fund," and collectively, the "Funds"),

each of which filed and had declared effective by the Commission a shelf registration statement

on Form N-2 ("Registration Statement"), if a Fund files a post-effective amendment to its

Registration Statement pursuant to Rule 486(b) under the Securities Act, under the circumstances

set forth in your letter.

Background

You state that each Fund is a closed-end management investment company registered

under the Investment Company Act of 1940 (the "Investment Company Act"). Each Fund filed

and had declared effective by the Commission its Registration Statement pursuant to which it

may issue shares of common stock on a delayed basis in accordance with Rille 415(a)(I)(x)

under the Securities Act and the positions of the Commission staff. l Each Fund's common

shares are registered under Section 12(b) of the Securities Exchange Act of 1934 and are listed

and traded on the New York Stock Exchange. Each Fund has a fiscal year ending on October 31.

You state that each Fund's board of trustees (the "Board"), including a majority of

independent trustees, has concluded that a continuously effective shelf registration statement

would be beneficial to each Fund, its stockholders and potential investors. You state that each

Fund, therefore, needs a continuously effective Registration Statement, and annually has filed

post-effective amendments to its Registration Statement pursuant to Section 8(c) of the Securities

Act ("Post-Effective Amendments") to bring the Fund's financial statements up to date or to

make other non-material changes. You further state that each Fund, its stockholders and

potential investors would benefit if Post-Effective Amendments filed for the purpose of bringing

theFund's financial statements up to date or to make any other non-material changes were

effective immediately, as permitted by Rule 486(b) under the Securities Act available to certain

registered closed-end investment companies. You state that utilization of Rule 486(b) would

help ensure that the Funds have the ability to raise capital as the opportunity arises, and could

reduce expenses incurred by the Funds in the Post-Effective Amendment process. You further

state that due to the limited purposes for which the Funds would use Rule 486(b), no erosion of

See Nuveen Virginia Premium Income Municipal Fund, SEC Staff No-Action Letter (Oct. 6, 2006); Pilgrim

America Prime Rate Trust, SEC StaffNo-Action Letter (May 1, 1998) (''Pilgrim Letter").

investor protection would occur and investors could have faster access to important information

about the Funds, including their updated financial information.

Discussion

Rule 486(b) under the Securities Act, in relevant part, states that a post-effective

amendment to a registration statement filed by a registered closed-end management investment

company or business development company which makes periodic repurchase offers under Rule

23c-3 under the Investment Company Act ("Interval Fund") shall become effective on the date

on which it is filed with the Commission, provided that certain conditions are met. The

conditions of Rule 486(b) require, among other things, that the post-effective amendment be

filed for no purpose other than, among other things, bringing the financial statements up to date

or making non-material changes, and that the registrant make certain representations concerning

the purpose for which the amendment is filed.

In adopting Rule 486(b) in 1994, the Commission recognized that Interval Funds may

have a need to raise capital continuously, and therefore need continuously effective registration

statements and would benefit if certain filings could become effective automatically.2 The

Commission staff in 1998 recognized that registered closed-end management investment

companies such as the Funds, which are not Interval Funds, also may benefit from the flexibility

to take advantage of favorable market conditions to raise additional capital through continuous or

delayed offerings of their securities. 3 You assert that the Funds and their shareholders also

would benefit if the Funds' Post-Effective Amendments that comply with the conditions of Rule

486(b) could become effective immediately pursuant to that Rule.

You represent that each Fund's Post-Effective Amendments will comply with the

conditions of Rule 486(b), and that each Fund will file a Post-Effective Amendment containing a

prospectus pursuant to Section 8(c) of the Securities Act prior to any offering of its securities at a

price below net asset value. You also represent that each Fund will sell newly issued shares at a

price no lower than the sum of the Fund's net asset value plus the per share commission or

underwriting discount. 4

2

See Post-Effective Amendments to Investment Company Registration Statements, Investment Company

Act Release No. 20486 (Aug. 24, 1994), n. 22 and accompanying text. An Interval Fund operates pursuant to a

fundamental policy that requires the Interval Fund to make periodic offers to repurchase its common stock in an

amount not less than five percent of the outstanding shares. See Rule 23c-3 under the Investment Company Act.

These repurchase offers may create a need for the Interval Fund to replenish its assets by making a continuous or

intermittent offering of its common stock. See Continuous or Delayed Offerings by Certain Closed-End

Management Investment Companies; Automatic Effectiveness of Certain Registration Statements and Post-Effective

Amendments, Investment Company Act Release No. 19391 (Apr. 7,1993).

3

See ~ilgrim Letter, supra note 1, at n. 12 and accompanying text.

4

See Pilgrim Letter, supra note 1, at n. 4 and accompanying text.

2

Conclusion

Based on the facts and representations set forth in your letter, we would not recommend

that the Commission take any enforcement action under Section 5(b) or Section 6(a) of the

Securities Act against the Funds if the Funds file Post-Effective Amendments to their

Registration Statements pursuant to Rule 486(b) under the Securities Act. This response

expresses our view on enforcement action only and does not express any legal or interpretive

conclusion on the issues presented. Because our position is based upon all of the facts and

representations in your letter, any different facts or representations may require a different

. conclusion. s We note that each Fund has acknowledged that the staff may withdraw any

assurance granted in this letter if the staff finds that the Fund is misusing Rule 486(b) or for any

other reason.

fi~~s04L

Michael S. Didiuk

Senior Counsel

The Division of Investment Management generally permits third parties to rely on no-action or interpretive

letters to the extent that the third party's facts and circumstances are substantially similar to those described in the

underlying request for a no-action or interpretive letter. See Informal Guidance Program for Small Entities,

Investment Company Act Release No. 22587 (Mar. 27, 1997), n.20. In light of the very fact specific nature of the

Funds' request, however, the position expressed in this letter applies only to the Funds, and no other entity may rely

on this position. The staff is willing to consider similar requests from other registered closed-end management

investment companies or business development companies.

3

1933 Act - Section 5(b)

1933 Act - Section 6(a)

1933 Act - Rule 486

February 14,2011

Mr. Douglas Scheidt

Associate Director and Chief Counsel

Division of Investment Management

United States Securities and Exchange Commission

100 F Street, N.E. Washington, DC 20549

Dear Mr. Scheidt:

On behalf of Calamos Convertible Opportunities and Income Fund ("CHI"), Calamos

Convertible and High Income Fund ("CHY"), and Calamos Global Total Return Fund

("CGO" and, together with CHI and CHY, the "Funds" and each, individually, a "Fund"), we

seek assurance that the staff of the Division of Investment Management (the "Staff') will not

recommend enforcement action against the Funds to the Securities and Exchange

Commission (the "Commission") under Section 5(b) or Section 6(a) of the Securities Act of

1933, as amended (the "Securities Act") if the Funds utilize Rule 486(b) of the Securities Act

to file post-effective amendments to their registration statements in satisfaction of the

undertakings contained in each Fund's registration statement, under the circumstances set

forth in this letter.

1.

Background

Each of the Funds is a closed-end management investment company that is registered

under the Investment Company Act of 1940, as amended (the "Investment Company Act").

Calamos Advisors LLC serves as the investment adviser to the Funds, and each of the Funds

has a fiscal year ending October 31. Each Fund's common shares are registered under

Section 12(b) of the Securities Exchange Act of 1934, as amended, and have been listed and

traded on the New York Stock Exchange since the inception of the Fund. Each Fund has

filed and had declared effective by Commission a shelf registration statement on Form N-2

pursuant to which it has registered, and may issue, securities in accordance with the terms of

Rule 415(a)(l )(x) under the Securities Act and the positions of the Staff articulated in Pilgrim

America Prime Rate Trust (pub. avail. May 1, 1998) and Nuveen Virginia Premium Income

Municipal Fund (pub. avail. October 6, 2006) ("Nuveen I").

D-1148269 vl3

Mr. Douglas Scheidt

February 14,2011

Page 2

The Board of Trustees (the "Board") of each Fund, including a majority of the

independent directors, has concluded that the continued ability to raise capital through the

public offering of additional securities on a delayed and continuous basis is of great benefit

to each Fund and its stockholders. The Board also has concluded that a continuously

effective shelf registration statement is beneficial to the Funds, their stockholders and

potential investors. As discussed below, however, certain of the Funds have been unable to

sell securities off of their effective shelf registration statements for significant portions of

each year due to the post-effective amendment process currently required to bring the Funds'

financial statements up to date. 1 The Board of each Fund believes that the Funds, their

stockholders and potential investors would benefit if the Funds were allowed to utilize Rule

486(b) under the Securities Act, which is available to certain registered closed-end

investment companies,2 to file post-effective amendments to their shelf registration

statements in order to bring their financial statements up to date, or to make any other non­

material changes. Investors would benefit from the Funds' ability raise capital in continuous

offerings of their securities at non-dilutive prices, without significant periods of disruption to

such offering process. In addition, Fund stockholders would benefit from considerable cost

savings, as expenses incurred in respect of the current post-effective amendment process are

significant. Due to the limited purpose for which the Funds propose to use Rule 486(b), no

erosion of investor protections would occur.

II.

Discussion

Section 5(b)( 1) of the Securities Act makes it unlawful for any person directly or

indirectly to transmit, through interstate commerce, a prospectus relating to any security with

respect to which a registration statement has been filed, unless the prospectus meets the

requirements of Section 10 of the Securities Act. Similarly, Section 5(b)(2) of the Securities

Act makes it unlawful for any person directly or indirectly to carry or cause to be canied any

security for the purpose of sale or delivery, unless proceeded or accompanied by a prospectus

that meets the requirements of Section 10(a) of the Securities Act.

Section 1O( a)( 1) of the Securities Act, in pertinent part, states that a prospectus

relating to a security - other than a security issued by a foreign issuer - shall contain the

1 Only CHI, CHY, and CGO have traded at a sufficient premium to offer shares in an at the

market offering.

2 The Funds are not organized as interval funds pursuant to Rule 23c-3 under the Investment

Company Act, and therefore Rule 486(b), on its face, is not currently available to the Funds.

Mr. Douglas Scheidt

February 14,2011

Page 3

information contained in the issuer's registration statement. Section 1O( a)(3) states that,

notwithstanding Section 10(a)(1), a prospectus that is used more than nine months after the

effective date of the registration statement must have information as of a date not more than

sixteen months prior to such use, so far as the information is know to the user of the

prospectus or can be furnished by the user of the prospectus without unreasonable effort or

expense (a "10(a)(3) Prospectus").

Open-end management investment companies ("Open-end Funds"), unit investment

trusts, and face-amount certificate companies are required by Section 24(e) of the Investment

Company Act to use a 10(a)(3) Prospectus that does not vary from the latest prospectus filed

as part of a post-effective amendment to the fund's registration statement. Open-end Funds

satisfy this requirement by filing a post-effective amendment pursuant to Rule 485, which

provides for automatic or immediate effectiveness. 3 Notably, however, Section 24(e) does

not apply to closed-end management investment companies, and there are no statutory or

rule-based requirements mandating that a closed-end fund make such a post-effective filing. 4

Instead, closed-end funds are required by Item 34(4)(a) of Form N-2 (which is the

registration statement utilized by closed-end funds) to undertake "to file, during any period in

which offers or sales are being made, a post-effective amendment to the registration

statement: (1) to include any prospectus required by Section 10(a)(3) of the 1933 Act."

Each Fund has made this undertaking in its effective registration statement. As a

consequence, each Fund currently is required to file a post-effective amendment on an annual

basis to update its shelf registration statement with its audited financial statements in

accordance with this undertaking, as well as to make any non-material updates. Each Fund

currently satisfies this undertaking by filing a post-effective amendment with the

Commission pursuant to Section 8(c) of the Securities Act. Section 8(c) does not provide a

mechanism for automatic effectiveness. 5 A post-effective amendment filed pursuant to

Section 8(c) must be declared effective by the Staff in order to take effect. This process

subjects the filings to Staff review and comment, even for routine non-material amendments,

3 Rule 485(a) permits automatic effectiveness after the passage of a specified period of time.

Rule 485(b) provides for immediate effectiveness of filings made for certain purposes,

including, among other things, updating financial statements and making non-material

changes.

4 See Section 24(e) of the Investment Company Act; L. Loss & J. Seligman, Securities

Regulation, 566 (3rd ed. 1998).

5 But see supra note 3 and accompanying text for a discussion of Rule 485, which provides

for automatic and immediate effectiveness for Open-end Funds.

Mr. Douglas Scheidt

February 14,2011

Page 4

and which in the Funds' experience is a lengthy process. During this period, no issuances

can take place, thereby preventing the Funds from taking advantage of what may be an

attractive market to raise assets for the benefit of Fund stockholders.

Closed-end Funds that are operated as interval funds pursuant to Rule 23c-3 under the

Investment Company Act are not subject to these delays. Rule 486(b) provides that a post­

effective amendment to an effective registration statement filed by a registered closed-end

management investment company or business development company which makes periodic

repurchase offers under Rule 23c-3 under the Investment Company Act ("Interval Funds")

shall become immediately effective on the date it is filed, or on a later date designated by the

registrant that is no more than 30 days after the filing is made, provided that the registration

statement is filed solely to: (i) register additional shares of common stock for which a

registration statement filed on Form N-2 is effective, (ii) bring the financial statements up to

date under Section 1O(a)(3) of the Securities Act or Rule 3-18 of Regulation S-X, (iii)

designate a new effective date for a previously filed post-effective amendment or registration

statement for additional shares under Rule 486(a), which has not yet become effective, (iv)

update the information required by Item 9c of Form N_2;6 (v) make any non-material changes

the registrant deems appropriate, and (vi) any other purpose the Commission shall approve.

In the adopting release for Rule 486, the Commission stated that "[t]he initial

proposal to Rule 486 recognized that closed-end interval funds may need continuously

effective registration statements and would benefit if certain filings could become effectively

automatically.,,7 The Funds believe that this line of thought should be extended to them as

closed-end funds that are conducting offerings pursuant to Rule 415(a)(l)(x).

Recently, your office has concurred with this approach. In Tortoise Energy

Infrastructure Corporation (pub. avail. April 23, 2010), Energy Income and Growth Fund

(pub. avail. July 27,2010), and Nuveen Municipal High Income Opportunity Fund (pub.

avail. Nov. 9, 2010) ("Nuveen II") the Staff granted no-action assurances to three closed-end

fund complexes that were engaged in a delayed or continuous offering pursuant to Rule

415(a)(l)(x). In the letters, the Staff agreed not to recommend enforcement action to the

6 We note that Form N-2 does not have, and has never had, an "Item 9c." Based upon a

review of the administrative history of Rule 486, we believe that this should be a reference

to Item 9.1.c. of Form N-2, which relates to information regarding individual portfolio

managers. Accordingly the Funds plan to treat the reference to "Item 9c" as a reference to

Item 9.1.c. of Form N-2.

7 Post-Effective Amendments to Investment Company Registration Statements, SEC ReI. No.

33-7083 (Aug. 17, 1994).

Mr. Douglas Scheidt

February 14,2011

Page 5

Commission under Sections 5 and 6(a) of the Securities Act based on the representation that

the respective funds' board of directors approved the funds' delayed or continuous offerings,

the representation that each funds' post-effective amendments would comply with the

conditions of Rule 486(b), and the representation that each fund would file a Post-Effective

Amendment containing a prospectus pursuant to Section 8(c) of the Securities Act prior to

any offering of its securities at a price below net asset value. 8

Your office has been clear that, "[i]n light of the very fact specific nature" of the

requests, this relief is limited on its face to the addressees of the no-action letters. Your

office has gone on to note, however, that it "is willing to consider similar requests from

other registered closed-end management investment companies or business development

companies."

We submit that the Funds are similarly situated to the funds in the Tortoise and

Energy Income and Growth Fund, and Nuveen II letters for purposes of this relief. As was

the case with each of the funds in the Tortoise, Energy Income and Growth Fund, and

Nuveen II letters, each Fund's Board, including a majority of its independent directors, has

concluded that the continued ability to raise capital through the public offering of additional

securities on a delayed and continuous basis would benefit each Fund and its stockholders.

In addition, each Fund's Board has concluded that a continuously effective shelf registration

statement would be beneficial to the Funds, their stockholders and potential investors. In

furtherance of these conclusions, each Fund has an effective registration statement on file

with the Commission pursuant to which the Fund may issue securities on a delayed and

continuous basis in accordance with Rule 415(a)(I)(x) under the Securities Act and the

positions of the Commission staff in the Nuveen I and Pilgrim letters.

As is the case with Interval Funds, the Funds and their common stockholders would

also benefit from having continuously effective registration statements. The ability to utilize

Rule 486(b) under the Securities Act would have significant benefits for the Fund, investors

and the Commission:

•

8

The Funds would have the ability to raise capital as the opportunity arises;

In addition, the Tortoise funds made the following undertaking:

"(f) to file a post-effective amendment containing a prospectus pursuant to Section 8(c) of the

1933 Act prior to any offering by [the Tortoise Fund] pursuant to the issuance of rights to

subscribe for shares below net asset value;"

Mr. Douglas Scheidt

February 14,2011

Page 6

•

The Funds would reduce the expenses they presently incur as part of the

registration statement review and comment process, thus benefiting

shareholders; and

•

Investors could have faster access to important information about the Funds

including their updated financial information.

In addition, because Rule 486(b) would only permit the Funds to update their

financial statements, or to make non-material changes to their registration statements, the

Funds believe that the public policy of protecting investors would be safeguarded. The

Funds represent that in each case such filings would be made in compliance with the

conditions of Rule 486(b), and that each Fund will file a Post-Effective Amendment

containing a prospectus pursuant to Section 8(c) of the Securities Act prior to any offering of

its securities at a price below net asset value. Each Fund that relies on the requested relief to

sell common shares will sell newly issued shares at a price no lower than the sum of the

Fund's net asset value plus the per share commission or underwriting discount. 9

The Funds would utilize Rule 486(b) to file post-effective amendments only for

purposes of: (1) bringing the financial statements of a Fund up to date under Section 1O(a)(3)

of the Securities Act or rule 3-18 of Regulation S-X, (2) to update the information required

by Item 9.1.c of Form N-2; or (3) to make any non-material changes the registrant deems

.

10

appropnate.

III.

Conclusion

In light of the forgoing, we seek your assurances that the Staff will deem the Funds to

have complied with their undertaking provided in response to Item 34(4)(a) of Form N-2, and

will not recommend enforcement action against the Funds to the Commission under Section

5(b) or Section 6(a) of the Securities Act if the Funds utilize Rule 486(b) of the Securities

Act, under the circumstances set forth above.

9 See Energy Income and Growth Fund and First Trust Active Dividend Income Fund (pub.

avail. July 27,2010).

10 The Funds would not seek to use a filing made in accordance with Rule 486(b) to register

additional securities without first obtaining relief from Rule 413 under the Securities Act.

Mr. Douglas Scheidt

February 14, 2011

Page 7

Each Fund acknowledges that the Staff may withdraw any assurance granted in

response to this letter if the Staff finds that the Fund is misusing Rule 486(b), or for any other

reason. Please contact the undersigned at (202) 778-9220, with any questions or comments

regarding this letter.

Eric S. Purple