[BELL, BOYD & LLOYD LLC LETTERHEAD}
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70 West Madison Street, Suite 3100 - Chicago, Illinois 60602-4207
312.372.1121 - Fax 312.827.8000
KEVIN J. MCCARTHY
312.807.4341
kmccarthy@bellboyd.com
VIA EDGAR
March 3, 2005
Mr. Vincent Distefano
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, DC 20549
CALAMOS INVESTMENT TRUST
Dear Mr. Distefano:
This letter responds to the comments you conveyed to me on February 18,
2005, regarding the post-effective amendment to the registration statement filed
on behalf of Calamos Investment Trust (the "Trust") on form N-1A in order to
register shares of a new series of the Trust, International Growth Fund (the
"Fund"). For convenience, each of your comments, as we understood them, is
repeated below, with responses immediately following. Where revised disclosure
from the post-effective amendment is included in a response, we have marked the
disclosure to show changes from the original post-effective amendment filing on
December 29, 2004. Those pages of the revised post-effective amendment that
reflect the changes made in response to your comments are attached, and the
changes are marked with the number of the comment to which the particular
revision relates. We are hoping to file a post-effective amendment to the
Trust's registration statement on or before March 11, 2005, so we hope to
resolve any outstanding issues as quickly as possible.
PROSPECTUS
A. WHAT ARE THE INVESTMENT OBJECTIVES?
1. COMMENT: On page 3, please confirm whether the analysis
described in the first sentence of the fifth paragraph is the
same for all securities of the Fund, including equity, debt
and convertibles.
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c h i c a g o - w a s h i n g t o n
Mr. Vincent Distefano
March 3, 2005
Page 2
RESPONSE: The analysis discussed in the first sentence of the
fifth paragraph relates to all of the Fund's securities. To
clarify, we will revise the first sentence to read as follows:
"When buying and selling the types of securities
referenced above, the investment adviser focuses on the
issuer's potential for revenue and earning growth and return
on capital as well as the sustainability of these factors."
B. WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?
2. COMMENT: On page 4, please add a disclosure in the paragraph
entitled "Foreign Securities Risk" describing the types of
securities in which the Fund will invest.
RESPONSE: The Fund will invest primarily in foreign equity
securities, but may also invest in foreign convertible
securities, preferred stock, bonds, debentures and notes. We
will revise the paragraph to read as follows:
"Foreign Securities Risk. The Fund may invest up to 100% of
the Fund's net assets in securities of foreign issuers. The
Fund will invest primarily in foreign equity securities, but
may also invest in foreign convertible securities, preferred
stock, bonds, debentures and notes. There are special risks
associated with investing in foreign securities that are not
typically associated with investing in U. S. companies. These
risks include fluctuations in the exchange rates of foreign
currencies that may affect the U.S. dollar value of a
security, and the possibility of substantial price volatility
as a result of political and economic instability in the
foreign country. Other risks of investing in foreign
securities include: less public information about issuers of
securities, different securities regulation, different
accounting, auditing and financial reporting standards, and
less liquidity in foreign markets than in U.S.
markets."
3. COMMENT: On page 4, please add a risk regarding the "growth"
style of investing.
RESPONSE: We will add the following risk to page 4 of the
prospectus to read as follows:
"Growth Stock Risk. The Fund intends to invest in equity
securities of companies that it believes will experience
relatively rapid earnings growth. Growth securities typically
trade at higher multiples of current earnings than other
securities. Therefore, growth securities may be more sensitive
to changes in current or expected earnings than other
securities. Growth securities also may be more volatile
because growth companies usually invest a high portion of
earnings in their business, and they may lack the dividends of
value stocks that
Mr. Vincent Distefano
March 3, 2005
Page 3
can lessen the decreases in stock prices in a falling market.
A company may never achieve the earnings expansion the Fund
anticipates."
C. FUND FACTS--WHO MANAGES THE FUNDS?
4. COMMENT: On page 7, please provide more detail to the
description of the performance adjustment. Namely:
- State that the up or down adjustments to the management
fee are symmetrical.
- State whether or not there is a minimum amount by which
the Fund has to outperform the MSCI EAFE Growth Index
(the "Index") in order to obtain the performance
adjustment. In other words, explain whether the Fund has
to outperform the Index by a full 1% in order for the
adjustment to take effect. If there is no minimum amount
by which the Fund has to outperform the Index, add a
risk factor indicating that a small outperformance of
the Index by the Fund may be the result of random
fluctuations in the market and not necessarily the
result of the portfolio managers' expertise.
- State whether the Fund will receive a performance fee
even if the Fund has a negative return yet still
outperforms the Index.
RESPONSE: The performance adjustment is symmetrical, meaning
the adjustment is made equally whether the Fund outperforms or
underperforms the Index. The minimum amount by which the Fund
has to outperform the Index to obtain a performance adjustment
is set forth in 1% increments. Specifically, the base fee will
either be decreased or increased 1/12th of 0.03% for each full
1% increment amount by which the Fund outperforms or
underperforms the Index. As a result, we do not believe that
risk disclosure regarding the impact that random fluctuations
in the market may have on the performance fee is warranted.
Lastly, the Fund will receive a performance fee if its return
is negative, but it outperforms the Index. To reflect this
additional detail, we will edit this section, and similar
disclosures in the Statement of Additional Information, to
read as follows:
"Subject to the overall authority of the board of
trustees, Calamos Advisors provides continuous investment
supervision and management to the Fund under a management
agreement and also furnishes office space, equipment and
management personnel. The Fund pays Calamos Advisors a fee
based on average daily net assets that is accrued daily and
paid on a monthly basis, except for the performance fee, which
will be accrued and paid on monthly basis beginning _____. The
fee paid by the Fund is determined by utilizing a base fee
Mr. Vincent Distefano
March 3, 2005
Page 4
and then applying a performance adjustment. The performance
adjustment equally increases or decreases the management fee,
on a monthly basis, by 1/12 of 0.03% of the Fund's average
daily net assets for each full 1% increment amount by which
the Fund outperforms or underperforms the MSCI EAFE Growth
Index ("Index"), respectively. The base fee is at the annual
rate of 1.00% of the first $500 million of the Fund's average
daily net assets, 0.95% of the next $500 million of average
daily net assets, 0.90% of the next $5 billion of average
daily net assets (average daily net assets in excess of $1
billion to $6 billion), 0.88% of the next $5 billion of
average daily net assets (average daily net assets in excess
of $6 billion to $11 billion), 0.86% of the next $5 billion of
average daily net assets (average daily net assets in excess
of $11 billion to $16 billion), 0.84% of the next $5 billion
of average daily net assets (average daily net assets in
excess of $16 billion to $21 billion), 0.82% of the next $5
billion of average daily net assets (average daily net assets
in excess of $21 billion to $26 billion) and 0.80% of average
daily net assets in excess of $26 billion.
The performance adjustment rate is calculated by
comparing over the performance period the Fund's performance
to that of the Index. The performance period will begin at the
beginning of the first full month of operation and will
eventually include 36 months. The performance adjustment will
not take effect until ______.
The maximum annualized performance fee adjustment
rate is plus or minus 0.30% of the Funds average daily net
assets over the performance period. The performance adjustment
rate is divided by twelve and multiplied by the Fund's average
daily net assets over the performance period, and the
resulting dollar amount is then added to or subtracted from
the base fee. Calamos Advisors may receive a positive
performance adjustment even if the Fund has a negative return
over a performance period if it otherwise outperforms the
Index during that period."
D. FUND FACTS--TRANSACTION INFORMATION--SHARE PRICE
5. COMMENT: On page 13, please delete from the first sentence of
the fourth paragraph the phrase "some or all of" and the word
"materially".
RESPONSE: We will edit the sentence to read as follows:
"The Fund may use fair value pricing if the value of the
Fund's securities have been affected by events occurring
before the Fund's pricing time but after the close of the
primary markets or exchanges on which the security is traded."
Mr. Vincent Distefano
March 3, 2005
Page 5
E. FUND FACTS--TRANSACTION RESTRICTIONS
6. COMMENT: On page 14, in the first sentence of the second
paragraph, under the heading "Transaction Restrictions",
please change the word "trading" to "purchase" on the theory
that the Fund cannot prohibit a shareholder from redeeming
shares.
RESPONSE: We will edit the sentence to read as follows:
"The Fund may, in its discretion, suspend, and may permanently
terminate, the purchase or exchange privileges of any investor
who engages in trading activity that it believes would be
disruptive to the Fund."
STATEMENT OF ADDITIONAL INFORMATION
A. COMMENT: On page 32 of the SAI, please change the heading from
"Disclosure to Rating/Ranking Agencies" to "Non-Public Disclosure" and
make certain that all discussion regarding non-public disclosure is
covered under that heading.
RESPONSE: We will add the heading "Non-Public Disclosure" prior to
"Disclosure to Rating/Ranking Agencies" and retain the subheadings
currently in place as they all relate to non-public disclosure.
B. COMMENT: On page 32 of the SAI, under the subheading entitled
"Disclosure to Service Providers", state, by category of persons, who
makes the determination to approve non-public disclosures not
specifically covered by the Trust's portfolio holdings disclosure
policy.
RESPONSE: On page 32 of the SAI, we will add the following sentence to
the end of the second paragraph under the section entitled "Disclosure
to Service Providers":
"Any such disclosure must be approved in writing by an officer of the
Fund, after consultation with Calamos Advisors' Legal/Compliance
Department."
C. COMMENT: On page 32 of the SAI, please state whether service providers
are prohibited from trading on portfolio holdings information.
RESPONSE: On page 32 of the SAI, we will add the following sentence to
the end of the first paragraph under the section entitled "Disclosure
to Service Providers":
"The Fund's service providers have a duty to keep the Fund's nonpublic
information confidential either through written contractual
arrangements with the Fund or the Adviser, or by the nature of their
role with respect to the Fund."
Mr. Vincent Distefano
March 3, 2005
Page 6
D. COMMENT: On page 34 of the SAI, the third paragraph states that the
Board can change the index for comparison of the performance fee. It is
the Commission's view that such a change would be material and
fundamental and that the Fund would have to get shareholder approval to
make the change.
RESPONSE: We will revise the third paragraph on page 34 to read as
follows:
"If the board of trustees determines that another index is appropriate
for International Growth Fund, it may designate a successor index to be
substituted, subject to approval by shareholders."
* * * * *
We believe that this information responds to all of your comments.
Please call me to confirm the adequacy of our responses at 312/807-4341.
Very truly yours,
/s/ Kevin J. McCarthy
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Kevin J. McCarthy
KJM:aap
Enclosures