N-CSR

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

INVESTMENT COMPANY ACT FILE NUMBER: 811-21319

 

EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER:

   Calamos Convertible and High Income Fund

ADDRESS OF PRINCIPAL EXECUTIVE OFFICES:

  

2020 Calamos Court, Naperville,

Illinois 60563-2787

NAME AND ADDRESS OF AGENT FOR SERVICE:

  

John P. Calamos, Sr., President

Calamos Advisors LLC

2020 Calamos Court
Naperville, Illinois

60563-2787

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (630) 245-7200

DATE OF FISCAL YEAR END: October 31, 2014

DATE OF REPORTING PERIOD: November 1, 2013 through October 31, 2014

 

 

 


Item 1. Report to Shareholders

LOGO


LOGO

Experience and Foresight

About Calamos Investments

For over 35 years, we have helped investors like you manage and build wealth to meet their long-term individual objectives by working to capitalize on the opportunities of the evolving global marketplace. We launched our first mutual fund in 1985 and our first closed-end fund in 2002. Today, we manage five closed-end funds. Two are income-oriented total return offerings, which seek current income, with increased emphasis on capital gains potential. Three are enhanced fixed income offerings, which pursue high current income from income and capital gains. Calamos Convertible and High Income Fund (CHY) falls into this latter category. Please see page 5 for a more detailed overview of our closed-end offerings.

We are dedicated to helping our clients build and protect wealth. We understand when you entrust us with your assets, you also entrust us with your achievements, goals and aspirations. We believe we best honor this trust by making investment decisions guided by integrity, by discipline, and by our conscientious research.

We believe an active, risk-conscious approach is essential for wealth creation. In the 1970s, we pioneered strategies that seek to participate in equity market upside and mitigate some of the potential risks of equity market volatility. Our investment process seeks to manage risk at multiple levels and draws upon our experience investing through multiple market cycles.

We have a global perspective. We believe globalization offers tremendous opportunities for countries and companies all over the world. In our view, this creates significant opportunities for investors. In our U.S., global and international portfolios, we are seeking to capitalize on the potential growth of the global economy.

We believe there are opportunities in all markets. Our history traces back to the 1970s, a period of significant volatility and economic concerns. We have invested through multiple market cycles, each with its own challenges. Out of this experience comes our belief that the flipside of volatility is opportunity.

 

TABLE OF CONTENTS

  

Letter to Shareholders

     1   

The Calamos Closed-End Funds: An Overview

     5   

Investment Team Discussion

     6   

Schedule of Investments

     9   

Statement of Assets and Liabilities

     19   

Statement of Operations

     20   

Statements of Changes In Net Assets

     21   

Statement of Cash Flows

     22   

Notes to Financial Statements

     23   

Financial Highlights

     32   

Report of Independent Registered Public Accounting Firm

     33   

Trustee Approval of Management Agreement

     34   

Tax Information

     36   

Trustees and Officers

     37   

About Closed-End Funds

     39   

Level Rate Distribution Policy

     40   

Automatic Dividend Reinvestment Plan

     40   
 


 

Letter to Shareholders

 

 

LOGO

 

JOHN P. CALAMOS, SR.

CEO and Global Co-CIO

 

Dear Fellow Shareholder:

Welcome to your annual report for the 12-month period ended October 31, 2014. In this report, you will find commentary from the management team, as well as a listing of portfolio holdings, financial statements and highlights, and detailed information about the Fund’s performance and positioning. I invite you to review not only the commentary for this Fund, but also to discuss with your financial advisor if there are other Calamos funds that could be suitable for your asset allocation.

Calamos Convertible and High Income Fund (CHY) is an enhanced fixed income fund. We utilize dynamic asset allocation to pursue high current income with a less rate sensitive approach, while also maintaining a focus on capital gains. We believe the flexibility to invest in high yield corporate bonds and convertible securities is an important differentiator, especially given the reduction in the Federal Reserve’s quantitative easing activities and the impact that would have on the fixed income markets.

Distribution Increase

During the period, CHY provided not only a steady monthly distribution but also increased the distribution in April by 18% to $0.1000 from $0.0850. The increase is a result of positioning the Fund to optimize returns in both the current and anticipated economic environment. We believe the Fund’s current annualized distribution rate, which was 8.29%* on a market price basis as of October 31, 2014, was very competitive, given the low interest rates in many segments of the bond market. In our view, the Fund’s distributions illustrate the benefits of a multi-asset class approach and flexible allocation strategy.

We understand that many closed-end fund investors seek steady, predictable distributions instead of distributions that fluctuate. Therefore, this Fund has a level rate distribution policy. As part of this policy, we aim to keep distributions consistent from month to month, and at a level that we believe can be sustained over the long term. In

 

* Current Annualized Distribution Rate is the Fund’s most recent distribution, expressed as an annualized percentage of the Fund’s current market price per share. The Fund’s 10/15/14 distribution was $0.1000 per share. Based on our current estimates, we anticipate that approximately $0.1000 is paid from ordinary income and that approximately $0.0000 represents a return of capital. Estimates are calculated on a tax basis rather than on a generally accepted accounting principles (GAAP) basis, but should not be used for tax reporting purposes. Distributions are subject to re-characterization for tax purposes after the end of the fiscal year. This information is not legal or tax advice. Consult a professional regarding your specific legal or tax matters. Under the Fund’s level rate distribution policy, distributions paid to common shareholders may include net investment income, net realized short-term capital gains and return of capital. When the net investment income and net realized short-term capital gains are not sufficient, a portion of the level rate distribution will be a return of capital. In addition, a limited number of distributions per calendar year may include net realized long-term capital gains. Distribution rate may vary.
 

 

  CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT     1   


 

Letter to Shareholders

 

 

setting the Fund’s distribution rate, the investment management team and the Fund’s Board of Trustees consider the interest rate, market and economic environments. We also factor in our assessment of individual securities and asset classes. (For additional information on our level rate distribution policy, please see “The Calamos Closed-End Funds: An Overview” on page 5 and “Level Rate Distribution Policy” on page 40.)

Market Environment

During the reporting period, global equities advanced, although there was a wide variation in the performance of individual markets. U.S. stocks drove gains in the developed global markets, with the S&P 500 Index returning 17.27%. The U.S. convertible market captured a large measure of the U.S. stock market’s gains, with the BofA Merrill Lynch All U.S. Convertibles Index earning 13.48%.

Fixed income markets also gained, but at a more measured pace. The Barclays U.S. Aggregate Bond Index returned 4.14% for the 12-month period, with stronger performance toward the end of the period as apprehensive investors sought haven in fixed income securities. The Credit Suisse High Yield Index performed more strongly, gaining 5.54%, as investors sought yield in a low interest-rate environment.

Our Use of Leverage**

We have the flexibility to utilize leverage in this Fund. Over the long term, we believe that the judicious use of leverage provides us with opportunities to enhance total return and support the Fund’s distribution rate. Leverage strategies typically entail borrowing at short-term interest rates and investing the proceeds at higher rates of return. During the reporting period, we believed the prudent use of leverage would be advantageous given the economic environment, and more specifically, the low borrowing costs we were able to secure. Overall, the use of leverage contributed favorably to the returns of the Fund, as the performance of the Fund’s holdings exceeded the cost of borrowing.

Consistent with our focus on risk management, we have employed techniques to hedge against a rise in interest rates. We have used interest rate swaps to manage the borrowing costs associated with the Fund’s use of leverage. Interest rate swaps allow us to “lock down” an interest rate we believe to be attractive. Although rates are at historically low levels across much of the fixed income market, history has taught us that rates can rise quickly—in some cases, in a matter of months. We believe the Fund’s use of interest rate swaps is beneficial because it provides a degree of protection should a rise in rates occur. However, we will continue to assess the costs versus benefits of employing swaps as part of our leverage strategy.

 

** Leverage creates risks that may adversely affect return, including the likelihood of greater volatility of net asset value and market price of common shares, and fluctuations in the variable rates of the leverage financing.
 

 

2   CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT  


 

Letter to Shareholders

 

 

Long-Term Focus

An important take-away from the past year is the benefit of maintaining a long-term focus in regard to asset allocation. Although the U.S. and global stock markets advanced overall, the period was characterized by surges in volatility and changes in market leadership. Investors who tried to time these ups and downs could well have ended up being whipsawed—missing the upside but capturing the downside. For example, during the period, there were several sell-offs in growth sectors, as investors allowed anxiety about economic growth to overshadow fundamentals. Yet during the 12-month period, U.S. growth stocks outperformed their value counterparts, with the Russell 3000 Growth Index gaining 16.39% versus the Russell 3000 Value Index, up 15.76%.

We believe that investors should work with their advisors to prepare for an eventual rise in interest rates. U.S. and global interest rates have stayed low for longer than many have anticipated due to a variety of factors, including accommodative policy and investors’ desire for allocations with a higher degree of perceived safety.

Convertible securities are well suited to this environment. Although we expect markets to advance and the global economy to expand, we believe volatility will likely persist due to a range of factors. Actively managed allocations that include convertibles may prove especially beneficial, because convertibles combine attributes of stocks and bonds. As a result, convertible securities have the potential to provide participation in stock market upside with potential protection if stocks experience periods of downside volatility. Convertibles also have tended to be more resilient to rising interest rates than traditional fixed income securities—a key consideration for investors who seek to position their asset allocations ahead of a possible rising interest rate environment. We are also encouraged by issuance trends, as economic growth has historically provided a catalyst for convertible issuance.

In closing, we are honored to serve you. We recognize the trust you have in placed in us to help you achieve your financial goals. If you have any questions or would like additional information, please visit us at www.calamos.com or contact us at 800.582.6959.

Sincerely,

LOGO

John P. Calamos, Sr.

CEO and Global Co-CIO,

Calamos Advisors LLC

Before investing, carefully consider a fund’s investment objectives, risks, charges and expenses. Please see the prospectus containing this and other information or call 800.582.6959. Please read the prospectus carefully. Performance data represents past performance, which is no guarantee of future results. Current performance may be lower or higher than the performance quoted.

The S&P 500 Index is an unmanaged index generally considered representative of the U.S. stock market. The BofA Merrill Lynch All U.S. Convertibles Index represents the U.S. convertible securities market. The Barclays Capital U.S. Aggregate Bond Index is considered generally representative of the investment-grade bond market. The Credit Suisse High Yield Index is an unmanaged index of approximately 1,600 issues with an average maturity range of seven to ten years with a minimum capitalization of $75 million. The index is

 

 

  CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT     3   


 

Letter to Shareholders

 

 

considered generally representative of the U.S. market for high yield bonds. The Russell 3000 Growth Index measures the performance of the broad growth segment of the U.S. equity universe. The Russell 3000 Value Index measures the performance of the broad value segment of the U.S. equity universe. Sources: Mellon Analytical Solutions and Lipper.

Unmanaged index returns assume reinvestment of any and all distributions and, unlike fund returns, do not reflect fees, expenses or sales charges. Investors cannot invest directly in an index. Investments in overseas markets pose special risks, including currency fluctuation and political risks. These risks are generally intensified for investments in emerging markets. Countries, regions, and sectors mentioned are presented to illustrate countries, regions, and sectors in which a fund may invest. Fund holdings are subject to change daily. The Fund is actively managed. The information contained herein is based on internal research derived from various sources and does not purport to be statements of all material facts relating to the securities mentioned. The information contained herein, while not guaranteed as to the accuracy or completeness, has been obtained from sources we believe to be reliable. There are certain risks involved with investing in convertible securities in addition to market risk, such as call risk, dividend risk, liquidity risk and default risk, that should be carefully considered prior to investing. This information is being provided for informational purposes only and should not be considered investment advice or an offer to buy or sell any security in the portfolio.

 

 

4   CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT  


 

The Calamos Closed-End Funds: An Overview

 

 

In our closed-end funds, we draw upon decades of investment experience, including a long history of opportunistically blending asset classes in an attempt to capture upside potential while seeking to manage downside risk. We launched our first closed-end fund in 2002.

Closed-end funds are long-term investments. Most focus on providing monthly distributions, but there are important differences among individual closed-end funds. Calamos closed-end funds can be grouped into multiple categories that seek to produce income while offering exposure to various asset classes and sectors.

 

Portfolios Positioned to Pursue High Current Income from Income and Capital Gains    Portfolios Positioned to Seek Current Income, with Increased Emphasis on Capital Gains Potential
OBJECTIVE: U.S. ENHANCED FIXED INCOME    OBJECTIVE: GLOBAL TOTAL RETURN

Calamos Convertible Opportunities and Income Fund

(Ticker: CHI)

Invests in high yield and convertible securities, primarily in U.S. markets

  

Calamos Global Total Return Fund

(Ticker: CGO)

Invests in equities and higher-yielding convertible securities and corporate bonds, in both U.S. and non-U.S. markets

     OBJECTIVE: U.S. TOTAL RETURN

Calamos Convertible and High Income Fund

(Ticker: CHY)

Invests in high yield and convertible securities, primarily in U.S. markets

  

Calamos Strategic Total Return Fund

(Ticker: CSQ)

Invests in equities and higher-yielding convertible securities and corporate bonds, primarily in U.S. markets

OBJECTIVE: GLOBAL ENHANCED FIXED INCOME     

Calamos Global Dynamic Income Fund

(Ticker: CHW)

Invests in global fixed income securities, alternative investments and equities

  

Our Level Rate Distribution Policy

Closed-end fund investors often look for a steady stream of income. Recognizing this, Calamos closed-end funds have a level rate distribution policy in which we aim to keep monthly income consistent through the disbursement of net investment income, net realized short-term capital gains and, if necessary, return of capital. We set distributions at levels that we believe are sustainable for the long term. Our team is focused on delivering an attractive monthly distribution, while maintaining a long-term focus on risk management. The level of the funds’ distributions can be greatly influenced by market conditions, including the interest rate environment. The funds’ distributions will depend on the individual performance of positions the funds hold, our view of the benefits of retaining leverage, fund tax considerations, and maintaining regulatory requirements.

For more information about any of these funds, we encourage you to contact your financial advisor or Calamos Investments at 800.582.6959 (Monday through Friday from 8:00 a.m. to 6:00 p.m., Central Time). You can also visit us at www.calamos.com.

For more information on our level rate distribution policy, please see page 40.

 

  CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT     5   


 

Investment Team Discussion

 

 

 

TOTAL RETURN* AS OF 10/31/14

 

Common Shares – Inception 5/28/03

  

     1 Year     Since
Inception**
 

On Market Price

    22.16%        9.31%   

On NAV

    11.22%        9.60%   

*Total return measures net investment income and net realized gain or loss from Fund investments, and change in net unrealized appreciation and depreciation, assuming reinvestment of income and net realized gains distributions.

**Annualized since inception.

       

  

 

SECTOR WEIGHTINGS  

Consumer Discretionary

    17.6

Information Technology

    17.4   

Health Care

    14.9   

Energy

    12.2   

Industrials

    11.4   

Financials

    9.9   

Materials

    4.9   

Telecommunication Services

    3.4   

Consumer Staples

    3.0   

Utilities

    2.4   

Sector Weightings are based on managed assets and may vary over time. Sector Weightings exclude any government/sovereign bonds or options on broad market indexes the Fund may hold.

 

CONVERTIBLE AND HIGH INCOME FUND (CHY)

INVESTMENT TEAM DISCUSSION

Please discuss the Fund’s strategy and portfolio allocation.

Calamos Convertible and High Income Fund (CHY) is an enhanced fixed-income offering that seeks total return through a combination of capital appreciation and current income. It provides an alternative to funds investing exclusively in investment-grade fixed-income instruments, and seeks to be less sensitive to interest rates. Like all five Calamos closed-end funds, the Fund seeks to provide a steady stream of distributions paid out monthly and invests in multiple asset classes.

We invest in a diversified portfolio of convertible securities and high-yield securities. The allocation to each asset class is dynamic and reflects our view of the economic landscape as well as the potential of individual securities. By combining these asset classes, we believe that the Fund is well positioned to generate capital gains as well as income. We believe this broader range of security types also provides increased opportunities to manage the risk and reward characteristics of the portfolio over full market cycles.

How did the Fund perform over the reporting period?

The Fund gained 11.22% on a net asset value (NAV) basis and 22.16% on a market price basis for the 12-month period ended October 31, 2014, versus the 5.54% return of the Credit Suisse High Yield Index and 13.48% return of the BofA ML All U.S. Convertibles Index.

At the end of the reporting period, the Fund’s shares traded at a 1.62% premium to net asset value, improving from a 7.49% discount at the beginning of the period.

 

 

 

SINCE INCEPTION MARKET PRICE AND NAV HISTORY THROUGH 10/31/14

 

 

LOGO

Performance data quoted represents past performance, which is no guarantee of future results. Current performance may be lower or higher than the performance quoted. The principal value of an investment will fluctuate so that your shares, when sold, may be worth more or less than their original cost. Returns at NAV reflect the deduction of the Fund’s management fee, debt leverage costs and all other applicable fees and expenses. You can obtain performance data current to the most recent month end by visiting www.calamos.com.

How do NAV and market price return differ?

Closed-end funds trade on exchanges, where the price of shares may be driven by factors other than the value of the underlying securities. The price of a share in the market is called market value. Market price may be influenced by factors unrelated to the performance of a fund’s holdings, such as general market sentiment or future

 

 

6   CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT  


 

Investment Team Discussion

 

 

expectation. A fund’s NAV return measures the actual return of the individual securities in the portfolio, less fund expenses. It also measures how a manager was able to capitalize on market opportunities. Because we believe closed-end funds are best utilized as a long-term holding within asset allocations, we believe that NAV return is the better measure of a fund’s performance. However, when managing the Fund, we strongly consider actions and policies that we believe will optimize its overall price performance and returns based on market value.

Please discuss the Fund’s distributions during the annual period.

We employ a level rate distribution policy within this Fund with the goal of providing shareholders with a consistent distribution stream. The Fund provided an improved distribution stream over the period. In April, we increased our monthly distribution from $0.0850 per share to $0.1000 per share, an 18% increase. The Fund’s current annualized distribution rate was 8.29% of market price as of October 31, 2014.

We believe that both the Fund’s distribution rate and level remained attractive and competitive, as low interest rates limited yield opportunities in much of the marketplace. For example, as of October 31, 2014, the dividend yield of the S&P 500 Index stocks averaged 2.0%. Yields also remained low within the U.S. government bond market, with the 10-year U.S. Treasury and the 30-year U.S. Treasury yielding 2.35% and 3.07%, respectively. Our yield was even higher than more speculative measures, including the Bank of America High Yield Broad Market Index and the Bank of America Merrill Lynch All U.S. Convertibles Index, which offered yields on October 31, 2014 of 6.95% and 2.88%, respectively.

What factors influenced performance over the reporting period?

Solid returns in both the high-yield and convertible bond markets contributed to the Fund’s performance over the course of the year. The high-yield market, as measured by the Credit Suisse High Yield Index, enjoyed a total return of 5.54% for the period. In addition, the convertible bond market, as measured by the Bank of America Merrill Lynch All U.S. Convertibles Index, had a total return of 13.48% during the period.

The Fund benefitted from maintaining its high proportional exposure to convertible securities throughout the course of the period, as the asset class rallied in concert with the overall equity market.

From an economic sector perspective, the Fund benefitted from its security selection in, and overweight to, health care, mainly with respect to biotechnology. In addition, the Fund was helped by both its selection in, and overweight to, information technology, particularly securities in the semiconductors industry.

Although our holdings in materials and consumer discretionary generated positive absolute returns, they lagged their sector peers. Namely, our selection in homebuilding (consumer discretionary) and selection, in and underweight to, the diversified metals and mining (materials) inhibited our performance relative to the benchmark Credit Suisse High Yield Index.

It is also important to note that our increased distributions likely made the Fund more attractive to investors, thereby helping price performance.

 

ASSET ALLOCATION AS OF 10/31/14

 

LOGO

Fund asset allocations are based on total investments and may vary over time.

 

 

 

  CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT     7   


 

Investment Team Discussion

 

 

How is the Fund positioned?

We continue to lighten our positions in corporate bonds and increase our position in convertible securities, which we believe will provide income and benefit from a rising equity market. We should note that our bullish position in the equity and convertible markets was not deterred by market volatility near period end. Minor corrections are not uncommon in a bull market.

We continue to hold our highest allocations in the BB-credit tier and believe this exposure has the potential to offer investors a better risk/return dynamic while continuing to provide regular income. Our credit process tends to guide us away from the most speculative corporate securities in the high-yield market. We currently view the lowest credit tiers of the market as less attractive based on their pricing and our outlook for a slower-growth global economy. Less than 2% of the Fund’s holdings are in the lowest credit tier (CCC credit rating and below). We view the mid-grade credit space as particularly well-priced, offering both attractive levels of income with less exposure to potential inflation and higher interest rates.

From a sector perspective, our heaviest exposures are to the consumer discretionary, information technology, health care, energy and industrials sectors. We believe that these sectors have the potential to outperform in the economic recovery cycle.

Where the risk/reward is compelling, we are investing in global businesses that possess the ability to seek the best opportunities around the world and diversify their revenue streams. Overall, the portfolio’s companies are performing well: earning attractive cash-flow margins, improving their credit profiles, and maintaining reasonable debt levels to fund their operations.

The Fund is currently leveraged at 28% as of the end of the period, which we believe is a moderate amount. We borrow through floating rate bank debt and, given recent low borrowing rates, this has been beneficial to the performance of the Fund. In addition, 17% of our floating rate debt is hedged through interest rate swaps. This is a defensive strategy that we believe mitigates the Fund’s overall exposure to a quick rise in short-term interest rates.

Through dynamic asset allocation we are able to optimize the total return of the Fund by adjusting our exposure to take advantage of market opportunities within various sectors and asset classes. For example, our exposure to fixed-income securities allows us to maintain a competitive distribution. However, given the weighting of the asset classes represented in the portfolio and the overall low duration of the Fund, we expect to be well defended against a rising-interest-rate environment.

What are your closing thoughts for Fund shareholders?

We believe that investing in convertibles enables us to participate in equity market upside while providing a degree of downside protection. This strategy proved its mettle when market volatility reared up during the period. We expect markets to remain turbulent, which we see as a positive for convertibles. In this respect, we believe returns are best viewed over a full market cycle. As we maintain an overall “cautiously optimistic” view of the U.S. economy, we believe a heavier exposure to equity-sensitive convertibles has the potential to allow the Fund to optimize total return. Our dynamic allocation mandate allows us to deploy assets over different asset classes to benefit our shareholders. Accordingly, we believe that active management in convertible and high-yield investments is essential to providing desirable risk-managed results and consistent distributions over time.

 

8   CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT  


 

Schedule of Investments    October 31, 2014

 

 

PRINCIPAL
AMOUNT
              VALUE  
  CORPORATE BONDS (49.8%)   
    Consumer Discretionary (9.9%)   
  1,394,000        Altice, SA^*
7.750%, 05/15/22
  $ 1,465,443   
  310,000        Brunswick Corp.*m
4.625%, 05/15/21
    301,475   
  3,016,000        Century Communities, Inc.*m
6.875%, 05/15/22
    3,061,240   
  1,858,000        Chrysler Group, LLCm
8.000%, 06/15/19
    1,991,544   
  968,000        Cogeco Cable, Inc.*m
4.875%, 05/01/20
    974,050   
  5,290,000        Cooper Tire & Rubber Company^m
8.000%, 12/15/19
    5,898,350   
  4,682,000        Dana Holding Corp.^m
6.750%, 02/15/21
    4,980,477   
  5,032,000        DISH DBS Corp.m
7.875%, 09/01/19
    5,843,410   
  3,794,000        Dufry Finance, SCA*m
5.500%, 10/15/20
    3,919,676   
  1,394,000        GameStop Corp.^*
5.500%, 10/01/19
    1,409,683   
  2,680,000        Golden Nugget Escrow, Inc.*
8.500%, 12/01/21
    2,673,300   
  805,000        Goodyear Tire & Rubber Companym
8.250%, 08/15/20
    869,903   
  1,237,000        Greektown Holdings, LLC*m
8.875%, 03/15/19
    1,243,958   
  4,258,000        Hasbro, Inc.^m
6.600%, 07/15/28
    4,913,221   
    Icahn Enterprises, LP   
  3,653,000        5.875%, 02/01/22m     3,789,987   
  2,044,000        6.000%, 08/01/20     2,153,865   
  480,000        4.875%, 03/15/19m     490,800   
  4,103,000        Jaguar Land Rover Automotive, PLC*m
8.125%, 05/15/21
    4,515,864   
    L Brands, Inc.   
  2,323,000        7.600%, 07/15/37m     2,507,388   
  929,000        5.625%, 02/15/22     997,514   
  670,000        6.950%, 03/01/33^m     691,775   
  1,274,000        Liberty Interactive, LLCm
8.250%, 02/01/30
    1,399,808   
    Meritage Homes Corp.m   
  3,174,000        7.150%, 04/15/20     3,503,302   
  1,692,000        7.000%, 04/01/22     1,845,338   
  1,626,000        NCL Corp., Ltd. - Class Cm
5.000%, 02/15/18
    1,632,098   
    Neiman Marcus Group Ltd., LLC^*   
  577,000        8.750%, 10/15/21     619,554   
  461,000        8.000%, 10/15/21     491,253   
  2,520,000        Netflix, Inc.m
5.375%, 02/01/21
    2,646,000   
  2,632,000        Numericable Group, SA*
6.000%, 05/15/22
    2,712,605   
PRINCIPAL
AMOUNT
              VALUE  
  3,574,000        Outerwall, Inc.m
6.000%, 03/15/19
  $ 3,540,494   
  2,326,000        Royal Caribbean Cruises, Ltd.^m
7.500%, 10/15/27
    2,671,992   
    Ryland Group, Inc.m   
  4,645,000        6.625%, 05/01/20     4,975,956   
  1,301,000        5.375%, 10/01/22     1,281,485   
  3,290,000        Service Corp. Internationalm
7.500%, 04/01/27
    3,637,506   
  2,539,000        Six Flags Entertainment Corp.*m
5.250%, 01/15/21
    2,554,869   
  2,495,000        Taylor Morrison Communities, Inc.*m
5.250%, 04/15/21
    2,513,712   
  2,787,000        Time, Inc.^*
5.750%, 04/15/22
    2,731,260   
    Toll Brothers Finance Corp.   
  3,911,000        5.625%, 01/15/24^     4,143,216   
  1,045,000        4.000%, 12/31/18m     1,064,594   
  2,667,000        Viking Cruises, Ltd.*m
8.500%, 10/15/22
    2,907,030   
     

 

 

 
        101,564,995   
     

 

 

 
    Consumer Staples (1.9%)  
  929,000        Alphabet Holding Company, Inc.
7.750%, 11/01/17
    913,904   
  3,174,000        Fidelity & Guaranty Life Holdings, Inc.*m
6.375%, 04/01/21
    3,364,440   
  5,090,000        JBS USA, LLC*m
7.250%, 06/01/21
    5,430,393   
  4,645,000       

Land O’Lakes, Inc.*m

6.000%, 11/15/22

    4,941,119   
  2,368,000        Post Holdings, Inc.m
7.375%, 02/15/22
    2,434,600   
  2,787,000        Smithfield Foods, Inc.m
6.625%, 08/15/22
    3,039,572   
     

 

 

 
        20,124,028   
     

 

 

 
    Energy (10.6%)  
  2,889,000        Atwood Oceanics, Inc.m
6.500%, 02/01/20
    2,948,586   
  2,323,000        Berry Petroleum Companym
6.375%, 09/15/22
    2,219,917   
  1,188,000        Bill Barrett Corp.^
7.000%, 10/15/22
    1,151,618   
  2,323,000        Bonanza Creek Energy, Inc.m
6.750%, 04/15/21
    2,331,711   
  2,516,000        Calfrac Holdings, LP*m
7.500%, 12/01/20
    2,571,037   
    Calumet Specialty Products Partners, LPm   
  2,555,000        7.625%, 01/15/22     2,606,100   
  1,548,000        9.625%, 08/01/20     1,700,865   
  634,000        6.500%, 04/15/21*     614,188   
    Carrizo Oil & Gas, Inc.m   
  3,794,000        7.500%, 09/15/20     3,865,137   
  2,892,000        8.625%, 10/15/18     3,025,755   
 

 

See accompanying Notes to Schedule of Investments   CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT     9   


 

Schedule of Investments    October 31, 2014

 

 

PRINCIPAL
AMOUNT
              VALUE  
  6,194,000        Cimarex Energy Company^m
5.875%, 05/01/22
  $ 6,697,262   
  5,961,000        Drill Rigs Holdings, Inc.*m
6.500%, 10/01/17
    5,621,968   
  2,710,000        Energy Transfer Equity, LPm
5.875%, 01/15/24
    2,860,744   
  1,617,000        Energy XXI Gulf Coast, Inc.*m
6.875%, 03/15/24
    1,315,834   
  1,936,000        EPL Oil & Gas, Inc.m
8.250%, 02/15/18
    1,886,390   
  5,807,000        Gulfmark Offshore, Inc.^m
6.375%, 03/15/22
    5,356,957   
  5,605,000        Gulfport Energy Corp.m
7.750%, 11/01/20
    5,773,150   
  2,992,000        Halcon Resources Corp.
9.750%, 07/15/20
    2,528,240   
  774,000        Holly Energy Partners, LPm
6.500%, 03/01/20
    807,863   
  5,032,000        Laredo Petroleum, Inc.m
7.375%, 05/01/22
    5,305,615   
    Linn Energy, LLCm   
  3,871,000        8.625%, 04/15/20     3,895,194   
  2,323,000        6.250%, 11/01/19‡     2,195,235   
  1,548,000        7.750%, 02/01/21     1,527,683   
  774,000        6.500%, 05/15/19     733,365   
    Oasis Petroleum, Inc.m   
  3,608,000        6.500%, 11/01/21     3,743,300   
  1,161,000        6.875%, 01/15/23     1,220,501   
  1,990,000        Pacific Drilling, SA*m
5.375%, 06/01/20
    1,792,244   
  2,154,000        Petroleum Geo-Services, ASA*m
7.375%, 12/15/18
    2,102,842   
  932,000        Pioneer Energy Services Corp.*
6.125%, 03/15/22
    879,575   
  1,909,000        Rice Energy, Inc.^*
6.250%, 05/01/22
    1,855,309   
  5,032,000        SEACOR Holdings, Inc.m
7.375%, 10/01/19
    5,550,925   
  1,293,000        Seventy Seven Operating, LLCm
6.625%, 11/15/19
    1,284,111   
  2,942,000        SM Energy Companym
6.500%, 11/15/21
    3,057,841   
  3,407,000        Swift Energy Companym
8.875%, 01/15/20
    3,309,049   
  3,136,000        Trinidad Drilling, Ltd.*m
7.875%, 01/15/19
    3,226,160   
  8,284,000        W&T Offshore, Inc.m
8.500%, 06/15/19
    8,164,917   
  2,408,000        Western Refining, Inc.m
6.250%, 04/01/21
    2,423,050   
  1,387,000        WPX Energy, Inc.
5.250%, 09/15/24
    1,360,994   
     

 

 

 
        109,511,232   
     

 

 

 
PRINCIPAL
AMOUNT
              VALUE  
     
    Financials (2.3%)  
  2,272,000        AON Corp.m
8.205%, 01/01/27
  $ 2,929,460   
  3,002,000        Black Knight InfoServ, LLCm
5.750%, 04/15/23
    3,185,602   
  1,084,000        DuPont Fabros Technology, LPm
5.875%, 09/15/21
    1,130,747   
  2,226,000        First Cash Financial Services, Inc.
6.750%, 04/01/21
    2,348,430   
  1,719,000        iStar Financial, Inc.m
4.875%, 07/01/18
    1,719,000   
    Jefferies Finance, LLC*m   
  3,755,000        7.375%, 04/01/20     3,755,000   
  1,146,000        6.875%, 04/15/22     1,110,188   
  2,005,000        Nationstar Mortgage, LLC / Nationstar Capital Corp.m
6.500%, 07/01/21
    1,865,903   
  5,032,000        Neuberger Berman Group, LLC*m
5.875%, 03/15/22
    5,359,080   
     

 

 

 
        23,403,410   
     

 

 

 
    Health Care (6.0%)  
  2,865,000        Alere, Inc.
6.500%, 06/15/20
    2,968,856   
  4,436,000        Community Health Systems, Inc.m
7.125%, 07/15/20
    4,813,060   
  1,675,000        ConvaTec Finance International, SA*m
8.250%, 01/15/19
    1,711,641   
  2,760,000        Crimson Merger Sub, Inc.*
6.625%, 05/15/22
    2,575,425   
  2,865,000        DaVita HealthCare Partners, Inc.m
5.125%, 07/15/24
    2,929,463   
    Endo International, PLC*m  
  5,187,000        7.000%, 12/15/20^     5,488,494   
  1,161,000        7.000%, 07/15/19     1,224,129   
    HCA Holdings, Inc.m   
  1,645,000        6.250%, 02/15/21     1,779,684   
  1,548,000        5.875%, 05/01/23     1,664,100   
  7,510,000        HCA, Inc.^m
7.750%, 05/15/21
    8,101,412   
  6,972,000        Hologic, Inc.m
6.250%, 08/01/20
    7,333,673   
  1,394,000        Salix Pharmaceuticals, Ltd.*m
6.000%, 01/15/21
    1,509,005   
  4,645,000        Teleflex, Inc.m
6.875%, 06/01/19
    4,880,153   
  5,303,000        Tenet Healthcare Corp.m
6.750%, 02/01/20
    5,621,180   
    Valeant Pharmaceuticals International, Inc.^*m  
  5,807,000        7.000%, 10/01/20     6,104,609   
  1,781,000        7.250%, 07/15/22     1,878,955   
  852,000        VPII Escrow Corp.*m
6.750%, 08/15/18
    907,913   
     

 

 

 
        61,491,752   
     

 

 

 
 

 

10   CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT   See accompanying Notes to Schedule of Investments


 

Schedule of Investments    October 31, 2014

 

 

PRINCIPAL
AMOUNT
              VALUE  
     
    Industrials (6.8%)  
  4,065,000        ACCO Brands Corp.^m
6.750%, 04/30/20
  $ 4,326,684   
  2,226,000        Clean Harbors, Inc.
5.125%, 06/01/21
    2,266,346   
  5,419,000        Deluxe Corp.m
6.000%, 11/15/20
    5,612,052   
  2,493,000        DigitalGlobe, Inc.*m
5.250%, 02/01/21
    2,427,559   
  4,822,000        Dycom Investments, Inc.m
7.125%, 01/15/21
    5,174,609   
  2,416,000        Edgen Murray Corp.*m
8.750%, 11/01/20
    2,668,170   
  2,083,000        Garda World Security Corp.^*m
7.250%, 11/15/21
    2,085,604   
  2,458,000        GrafTech International, Ltd.^
6.375%, 11/15/20
    2,295,157   
  4,305,000        H&E Equipment Services, Inc.m
7.000%, 09/01/22
    4,609,041   
  2,710,000        Manitowoc Company, Inc.m
8.500%, 11/01/20
    2,935,269   
  1,254,000        Meritor, Inc.m
6.750%, 06/15/21
    1,326,105   
  1,375,000        Michael Baker Holdings, LLC / Michael Baker Finance Corp.*m
8.875%, 04/15/19
    1,370,703   
  2,710,000        Michael Baker International, LLC / CDL Acquisition Company, Inc.*m
8.250%, 10/15/18
    2,784,525   
  2,601,000        Navistar International Corp.^
8.250%, 11/01/21
    2,680,656   
  1,474,000        Nortek, Inc.m
8.500%, 04/15/21
    1,590,077   
  5,989,000        Rexel, SA*m
6.125%, 12/15/19
    6,198,615   
  4,227,000        Terex Corp.m
6.000%, 05/15/21
    4,388,154   
  1,936,000        Titan International, Inc.m
6.875%, 10/01/20
    1,771,440   
  2,052,000        TransDigm, Inc.m
5.500%, 10/15/20
    2,062,260   
  1,889,000        Triumph Group, Inc.m
4.875%, 04/01/21
    1,892,542   
  2,013,000        United Continental Holdings, Inc.m
6.375%, 06/01/18
    2,106,101   
    United Rentals North America, Inc.m  
  5,032,000        7.625%, 04/15/22     5,620,115   
  1,316,000        6.125%, 06/15/23     1,414,700   
     

 

 

 
        69,606,484   
     

 

 

 
     
    Information Technology (4.9%)  
  2,942,000        Activision Blizzard, Inc.*m
5.625%, 09/15/21
    3,136,907   
PRINCIPAL
AMOUNT
              VALUE  
    Amkor Technology, Inc.^m  
  2,872,000        6.375%, 10/01/22   $ 2,877,385   
  2,275,000        6.625%, 06/01/21     2,306,281   
  7,355,000        Belden, Inc.*m
5.500%, 09/01/22
    7,511,294   
  2,323,000        Cardtronics, Inc.*m
5.125%, 08/01/22
    2,321,548   
  1,781,000        Equinix, Inc.m
5.375%, 04/01/23
    1,841,109   
  6,194,000        Hughes Satellite Systems Corp.m
7.625%, 06/15/21
    6,906,310   
  6,194,000        J2 Global, Inc.m
8.000%, 08/01/20
    6,708,876   
  2,834,000        Nuance Communications, Inc.*m
5.375%, 08/15/20
    2,851,712   
  1,548,000        NXP Semiconductors, NV*m
5.750%, 02/15/21
    1,637,978   
  3,921,000        Sungard Data Systems, Inc.m
6.625%, 11/01/19
    4,053,334   
  3,019,000        ViaSat, Inc.m
6.875%, 06/15/20
    3,200,140   
  4,645,000        Viasystems, Inc.*m
7.875%, 05/01/19
    4,894,669   
     

 

 

 
        50,247,543   
     

 

 

 
    Materials (3.5%)  
  1,238,000        Chemtura Corp.m
5.750%, 07/15/21
    1,240,321   
    First Quantum Minerals, Ltd.*  
  1,446,000        7.000%, 02/15/21m     1,423,406   
  1,446,000        6.750%, 02/15/20     1,431,540   
  6,968,000        FMG Resources^*
8.250%, 11/01/19
    7,264,140   
  5,327,000        Greif, Inc.m
7.750%, 08/01/19
    6,119,391   
    INEOS Group Holdings, SA*  
  2,168,000        6.125%, 08/15/18^     2,191,035   
  1,084,000        5.875%, 02/15/19     1,087,388   
    New Gold, Inc.*m  
  4,258,000        7.000%, 04/15/20     4,351,144   
  1,154,000        6.250%, 11/15/22     1,132,363   
  2,052,000        PH Glatfelter Companym
5.375%, 10/15/20
    2,104,582   
  805,000        Sealed Air Corp.*m
5.250%, 04/01/23
    832,672   
  4,459,000        Trinseo Materials Operating, SCA^
8.750%, 02/01/19
    4,720,966   
  2,408,000        United States Steel Corp.^
6.875%, 04/01/21
    2,591,610   
     

 

 

 
        36,490,558   
     

 

 

 
    Telecommunication Services (3.0%)   
  1,900,000        CenturyLink, Inc.m
6.750%, 12/01/23
    2,110,824   
 

 

See accompanying Notes to Schedule of Investments   CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT     11   


 

Schedule of Investments    October 31, 2014

 

 

PRINCIPAL
AMOUNT
              VALUE  
    Frontier Communications Corp.  
  2,488,000        7.625%, 04/15/24m   $ 2,674,600   
  255,000        6.875%, 01/15/25     259,463   
    Intelsat, SA  
  4,908,000        7.750%, 06/01/21     5,141,130   
  356,000        8.125%, 06/01/23     379,363   
  2,052,000        SBA Communications Corp.m
5.625%, 10/01/19
    2,143,057   
    Sprint Corp.*m  
  10,409,000        7.875%, 09/15/23^     11,228,709   
  1,308,000        7.125%, 06/15/24     1,344,787   
  914,000        7.250%, 09/15/21     966,555   
  4,367,000        T-Mobile USA, Inc.
6.625%, 04/01/23
    4,620,832   
     

 

 

 
        30,869,320   
     

 

 

 
    Utilities (0.9%)  
  1,587,000        AES Corp.m
7.375%, 07/01/21
    1,820,091   
  4,471,000        AmeriGas Finance Corp.^m
7.000%, 05/20/22
    4,837,063   
  2,320,000        Calpine Corp.*m
7.875%, 01/15/23
    2,570,850   
     

 

 

 
        9,228,004   
     

 

 

 
    TOTAL CORPORATE BONDS (Cost $498,286,634)     512,537,326   
     

 

 

 
     
  CONVERTIBLE BONDS (49.3%)   
    Consumer Discretionary (11.6%)   
  7,200,000        HomeAway, Inc.^*m
0.125%, 04/01/19
    6,986,160   
    Iconix Brand Group, Inc.m  
  6,400,000        1.500%, 03/15/18     8,689,088   
  2,200,000        2.500%, 06/01/16     2,960,848   
    Jarden Corp.^  
  9,000,000        1.125%, 03/15/34*     9,619,065   
  6,800,000        1.500%, 06/15/19     8,482,082   
  2,650,000        KB Home^m
1.375%, 02/01/19
    2,555,051   
  19,150,000        Liberty Interactive, LLC (Time Warner Cable, Inc., Time Warner, Inc.)§
0.750%, 03/30/43
    26,224,010   
  5,699,000        Liberty Media Corp.^*m
1.375%, 10/15/23
    5,705,155   
  11,800,000        MGM Resorts International^m
4.250%, 04/15/15
    15,164,121   
  9,852,000        Priceline Group, Inc.^m
1.000%, 03/15/18
    13,667,532   
  5,600,000        Standard Pacific Corp.^m
1.250%, 08/01/32
    6,379,772   
  13,675,000        Tesla Motors, Inc.^m
1.250%, 03/01/21
    12,975,455   
     

 

 

 
        119,408,339   
     

 

 

 
PRINCIPAL
AMOUNT
              VALUE  
     
    Energy (1.1%)  
  8,770,000        Chesapeake Energy Corp.
2.250%, 12/15/38
  $ 8,325,887   
  3,700,000        Energy XXI Bermuda, Ltd.^*
3.000%, 12/15/18
    2,654,713   
     

 

 

 
        10,980,600   
     

 

 

 
    Financials (4.6%)  
    Ares Capital Corp.^m  
  8,200,000        4.750%, 01/15/18     8,539,275   
  4,500,000        5.750%, 02/01/16     4,682,070   
  1,800,000      EUR   Azimut Holding, S.p.A.m
2.125%, 11/25/20
    2,468,207   
  4,000,000        IAS Operating Partnership, LP*m
5.000%, 03/15/18
    3,813,740   
  1,382,000        Jefferies Group, Inc.^m
3.875%, 11/01/29
    1,444,853   
  5,000,000        MGIC Investment Corp.^m
2.000%, 04/01/20
    7,180,625   
  3,408,000        Portfolio Recovery Associates, Inc.
3.000%, 08/01/20
    4,100,506   
  5,500,000        Prologis, Inc.^
3.250%, 03/15/15
    6,037,268   
  4,800,000        Spirit Realty Capital, Inc.m
2.875%, 05/15/19
    4,760,064   
  4,600,000        Starwood Property Trust, Inc.m
4.550%, 03/01/18
    4,891,640   
     

 

 

 
        47,918,248   
     

 

 

 
    Health Care (11.8%)  
  3,595,000        Acorda Therapeutics, Inc.^m
1.750%, 06/15/21
    3,808,363   
  6,375,000        BioMarin Pharmaceutical, Inc.^m
1.500%, 10/15/20
    7,516,794   
  6,600,000        Cepheid^,*
1.250%, 02/01/21
    7,237,824   
  6,500,000        Cubist Pharmaceuticals, Inc.^m
1.875%, 09/01/20
    7,594,925   
  3,700,000        Depomed, Inc.m
2.500%, 09/01/21
    3,942,165   
  3,500,000        Emergent Biosolutions, Inc.^*
2.875%, 01/15/21
    3,621,485   
  3,500,000        Fluidigm Corp.m
2.750%, 02/01/34
    3,268,108   
  3,100,000        Hologic, Inc.‡
2.000%, 12/15/37
    3,880,100   
    Illumina, Inc.*  
  7,400,000        0.000%, 06/15/19     8,209,338   
  7,250,000        0.500%, 06/15/21^     8,430,807   
  1,610,000        Incyte Corp.*m
1.250%, 11/15/20
    2,382,253   
  3,600,000        Insulet Corp.m
2.000%, 06/15/19
    4,173,174   
  3,700,000        Jazz Investments I, Ltd.^*
1.875%, 08/15/21
    4,253,908   
 

 

12   CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT   See accompanying Notes to Schedule of Investments


 

Schedule of Investments    October 31, 2014

 

 

PRINCIPAL
AMOUNT
              VALUE  
  3,943,000        Medidata Solutions, Inc.m
1.000%, 08/01/18
  $ 4,267,509   
    Molina Healthcare, Inc.m  
  6,494,000        1.125%, 01/15/20^     8,451,389   
  3,520,000        1.625%, 08/15/44*     3,740,000   
  5,200,000        Salix Pharmaceuticals, Ltd.^m
1.500%, 03/15/19
    11,615,916   
  14,400,000        WellPoint, Inc.
2.750%, 10/15/42
    25,120,008   
     

 

 

 
        121,514,066   
     

 

 

 
    Industrials (1.4%)  
  2,258,000        Air Lease Corp.m
3.875%, 12/01/18
    3,267,507   
  4,600,000        Huron Consulting Group, Inc.*m
1.250%, 10/01/19
    4,750,995   
  3,900,000        Trinity Industries, Inc.
3.875%, 06/01/36
    6,146,380   
     

 

 

 
        14,164,882   
     

 

 

 
    Information Technology (16.6%)  
  7,400,000        AOL, Inc.*m
0.750%, 09/01/19
    7,660,073   
  3,700,000        Citrix Systems, Inc.^*
0.500%, 04/15/19
    3,867,074   
  850,000        Electronic Arts, Inc.m
0.750%, 07/15/16
    1,156,064   
  5,042,000        Euronet Worldwide, Inc.*
1.500%, 10/01/44
    5,117,630   
  3,000,000       

Finisar Corp.

0.500%, 12/15/33

    2,761,935   
  4,609,000        Intel Corp.
3.250%, 08/01/39
    7,662,462   
  6,900,000        InvenSense, Inc.^*m
1.750%, 11/01/18
    6,638,110   
  11,000,000        Mentor Graphics Corp.^m
4.000%, 04/01/31
    12,974,390   
  2,500,000        Novellus Systems, Inc.^m
2.625%, 05/15/41
    5,666,075   
  6,400,000        NVIDIA Corp.*m
1.000%, 12/01/18
    7,267,136   
  9,000,000        ON Semiconductor Corp.^
2.625%, 12/15/26
    9,968,535   
  9,237,000        Palo Alto Networks, Inc.*m
0.000%, 07/01/19
    10,853,706   
  4,100,000        Salesforce.com, Inc.^
0.250%, 04/01/18
    4,852,514   
  19,200,000        SanDisk Corp.^m
0.500%, 10/15/20
    22,704,000   
  13,000,000        ServiceNow, Inc.*m
0.000%, 11/01/18
    14,779,440   
    SunEdison, Inc.*m  
  9,425,000        0.250%, 01/15/20^     9,437,205   
  1,750,000        2.000%, 10/01/18     2,608,760   
PRINCIPAL
AMOUNT
              VALUE  
  4,876,000        SunPower Corp.^*
0.875%, 06/01/21
  $ 5,028,277   
  3,525,000        Synchronoss Technologies, Inc.m
0.750%, 08/15/19
    4,149,560   
  7,500,000        Take-Two Interactive Software, Inc.^m
1.000%, 07/01/18
    10,130,587   
    Twitter, Inc.*  
  3,450,000        1.000%, 09/15/21^     3,141,053   
  3,450,000        0.250%, 09/15/19m     3,153,852   
  4,000,000        Verint Systems, Inc.^m
1.500%, 06/01/21
    4,471,260   
  3,850,000        Workday, Inc.
0.750%, 07/15/18
    5,082,828   
     

 

 

 
        171,132,526   
     

 

 

 
    Materials (2.2%)  
  7,700,000        Cemex, SAB de CVm
3.250%, 03/15/16
    10,243,310   
  5,900,000        Glencore Finance Europe, SAm
5.000%, 12/31/14
    6,048,957   
    RTI International Metals, Inc.m  
  3,200,000        1.625%, 10/15/19     3,075,712   
  2,900,000        3.000%, 12/01/15^     2,972,790   
     

 

 

 
        22,340,769   
     

 

 

 
    TOTAL CONVERTIBLE BONDS
(Cost $467,163,103)
    507,459,430   
     

 

 

 
     
  U.S. GOVERNMENT AND AGENCY SECURITIES (0.1%)   
    United States Treasury Note  
  581,000        0.125%, 12/31/14^~     581,068   
  39,000        0.375%, 06/30/15     39,076   
     

 

 

 
    TOTAL U.S. GOVERNMENT AND AGENCY SECURITIES (Cost $620,066)     620,144   
     

 

 

 
     
  SYNTHETIC CONVERTIBLE SECURITIES (17.0%) ¤   
  Corporate Bonds (14.5%)  
    Consumer Discretionary (2.9%)   
  406,000        Altice, SA^*
7.750%, 05/15/22
    426,808   
  90,000        Brunswick Corp.*m
4.625%, 05/15/21
    87,525   
  879,000        Century Communities, Inc.*m
6.875%, 05/15/22
    892,185   
  542,000        Chrysler Group, LLCm
8.000%, 06/15/19
    580,956   
  282,000        Cogeco Cable, Inc.*m
4.875%, 05/01/20
    283,763   
  1,543,000        Cooper Tire & Rubber Company^m
8.000%, 12/15/19
    1,720,445   
  1,366,000        Dana Holding Corp.^m
6.750%, 02/15/21
    1,453,082   
 

 

See accompanying Notes to Schedule of Investments   CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT     13   


 

Schedule of Investments    October 31, 2014

 

 

PRINCIPAL
AMOUNT
              VALUE  
  1,468,000        DISH DBS Corp.m
7.875%, 09/01/19
  $ 1,704,715   
  1,106,000        Dufry Finance, SCA*m
5.500%, 10/15/20
    1,142,636   
  406,000        GameStop Corp.^*
5.500%, 10/01/19
    410,568   
  781,000        Golden Nugget Escrow, Inc.*
8.500%, 12/01/21
    779,047   
  235,000        Goodyear Tire & Rubber Companym
8.250%, 08/15/20
    253,947   
  361,000        Greektown Holdings, LLC*m
8.875%, 03/15/19
    363,031   
  1,242,000        Hasbro, Inc.^m
6.600%, 07/15/28
    1,433,119   
    Icahn Enterprises, LP   
  1,065,000        5.875%, 02/01/22m     1,104,937   
  596,000        6.000%, 08/01/20     628,035   
  140,000        4.875%, 03/15/19m     143,150   
  1,197,000        Jaguar Land Rover Automotive, PLC*m
8.125%, 05/15/21
    1,317,448   
    L Brands, Inc.   
  677,000        7.600%, 07/15/37m     730,737   
  271,000        5.625%, 02/15/22     290,986   
  195,000        6.950%, 03/01/33^m     201,338   
  371,000        Liberty Interactive, LLCm
8.250%, 02/01/30
    407,636   
    Meritage Homes Corp.m   
  926,000        7.150%, 04/15/20     1,022,072   
  493,000        7.000%, 04/01/22     537,678   
  474,000        NCL Corp., Ltd. - Class Cm
5.000%, 02/15/18
    475,778   
    Neiman Marcus Group Ltd., LLC^*   
  168,000        8.750%, 10/15/21     180,390   
  134,000        8.000%, 10/15/21     142,794   
  735,000        Netflix, Inc.m
5.375%, 02/01/21
    771,750   
  768,000        Numericable Group, SA*
6.000%, 05/15/22
    791,520   
  1,042,000        Outerwall, Inc.m
6.000%, 03/15/19
    1,032,231   
  679,000        Royal Caribbean Cruises, Ltd.^m
7.500%, 10/15/27
    780,001   
    Ryland Group, Inc.m   
  1,355,000        6.625%, 05/01/20     1,451,544   
  379,000        5.375%, 10/01/22     373,315   
  960,000        Service Corp. Internationalm
7.500%, 04/01/27
    1,061,400   
  741,000        Six Flags Entertainment Corp.*m
5.250%, 01/15/21
    745,631   
  727,000        Taylor Morrison Communities, Inc.*m
5.250%, 04/15/21
    732,453   
  813,000        Time, Inc.^*
5.750%, 04/15/22
    796,740   
PRINCIPAL
AMOUNT
              VALUE  
    Toll Brothers Finance Corp.   
  1,140,000        5.625%, 01/15/24^   $ 1,207,687   
  305,000        4.000%, 12/31/18m     310,719   
  778,000        Viking Cruises, Ltd.*m
8.500%, 10/15/22
    848,020   
     

 

 

 
        29,617,817   
     

 

 

 
    Consumer Staples (0.6%)  
  271,000        Alphabet Holding Company, Inc.
7.750%, 11/01/17
    266,596   
  926,000        Fidelity & Guaranty Life Holdings, Inc.*m
6.375%, 04/01/21
    981,560   
  1,485,000        JBS USA, LLC*m
7.250%, 06/01/21
    1,584,310   
  1,355,000        Land O’Lakes, Inc.*m
6.000%, 11/15/22
    1,441,381   
  690,000        Post Holdings, Inc.m
7.375%, 02/15/22
    709,406   
  813,000        Smithfield Foods, Inc.m
6.625%, 08/15/22
    886,678   
     

 

 

 
        5,869,931   
     

 

 

 
    Energy (3.1%)  
  843,000        Atwood Oceanics, Inc.m
6.500%, 02/01/20
    860,387   
  677,000        Berry Petroleum Companym
6.375%, 09/15/22
    646,958   
  347,000        Bill Barrett Corp.^
7.000%, 10/15/22
    336,373   
  677,000        Bonanza Creek Energy, Inc.m
6.750%, 04/15/21
    679,539   
  734,000        Calfrac Holdings, LP*m
7.500%, 12/01/20
    750,056   
    Calumet Specialty Products Partners, LPm   
  745,000        7.625%, 01/15/22     759,900   
  452,000        9.625%, 08/01/20     496,635   
  185,000        6.500%, 04/15/21*     179,219   
    Carrizo Oil & Gas, Inc.m   
  1,106,000        7.500%, 09/15/20     1,126,738   
  843,000        8.625%, 10/15/18     881,989   
  1,806,000        Cimarex Energy Company^m
5.875%, 05/01/22
    1,952,737   
  1,739,000        Drill Rigs Holdings, Inc.*m
6.500%, 10/01/17
    1,640,094   
  790,000        Energy Transfer Equity, LPm
5.875%, 01/15/24
    833,944   
  471,000        Energy XXI Gulf Coast, Inc.*m
6.875%, 03/15/24
    383,276   
  564,000        EPL OIl & Gas, Inc.m
8.250%, 02/15/18
    549,548   
  1,693,000        Gulfmark Offshore, Inc.^m
6.375%, 03/15/22
    1,561,792   
  1,635,000        Gulfport Energy Corp.m
7.750%, 11/01/20
    1,684,050   
 

 

14   CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT   See accompanying Notes to Schedule of Investments


 

Schedule of Investments    October 31, 2014

 

 

PRINCIPAL
AMOUNT
              VALUE  
  873,000        Halcon Resources Corp.
9.750%, 07/15/20
  $ 737,685   
  226,000        Holly Energy Partners, LPm
6.500%, 03/01/20
    235,888   
  1,468,000        Laredo Petroleum, Inc.m
7.375%, 05/01/22
    1,547,822   
    Linn Energy, LLCm   
  1,129,000        8.625%, 04/15/20     1,136,056   
  677,000        6.250%, 11/01/19‡     639,765   
  452,000        7.750%, 02/01/21     446,068   
  226,000        6.500%, 05/15/19     214,135   
    Oasis Petroleum, Inc.m   
  1,052,000        6.500%, 11/01/21     1,091,450   
  339,000        6.875%, 01/15/23     356,374   
  580,000        Pacific Drilling, SA*m
5.375%, 06/01/20
    522,363   
  628,000        Petroleum Geo-Services, ASA*m
7.375%, 12/15/18
    613,085   
  272,000        Pioneer Energy Services Corp.*
6.125%, 03/15/22
    256,700   
  557,000        Rice Energy, Inc.^*
6.250%, 05/01/22
    541,334   
  1,468,000        SEACOR Holdings, Inc.m
7.375%, 10/01/19
    1,619,387   
  377,000        Seventy Seven Operating, LLCm
6.625%, 11/15/19
    374,408   
  858,000        SM Energy Companym
6.500%, 11/15/21
    891,784   
  993,000        Swift Energy Companym
8.875%, 01/15/20
    964,451   
  915,000        Trinidad Drilling, Ltd.*m
7.875%, 01/15/19
    941,306   
  2,416,000        W&T Offshore, Inc.m
8.500%, 06/15/19
    2,381,270   
  702,000        Western Refining, Inc.m
6.250%, 04/01/21
    706,388   
  405,000        WPX Energy, Inc.
5.250%, 09/15/24
    397,406   
     

 

 

 
        31,938,360   
     

 

 

 
    Financials (0.7%)  
  663,000        AON Corp.m
8.205%, 01/01/27
    854,856   
  875,000        Black Knight InfoServ, LLCm
5.750%, 04/15/23
    928,515   
  316,000        DuPont Fabros Technology, LPm
5.875%, 09/15/21
    329,627   
  649,000        First Cash Financial Services, Inc.
6.750%, 04/01/21
    684,695   
  501,000        iStar Financial, Inc.m
4.875%, 07/01/18
    501,000   
    Jefferies Finance, LLC*m   
  1,095,000        7.375%, 04/01/20     1,095,000   
  334,000        6.875%, 04/15/22     323,562   
PRINCIPAL
AMOUNT
              VALUE  
  585,000        Nationstar Mortgage, LLC / Nationstar Capital Corp.m
6.500%, 07/01/21
  $ 544,416   
  1,468,000        Neuberger Berman Group, LLC*m
5.875%, 03/15/22
    1,563,420   
     

 

 

 
        6,825,091   
     

 

 

 
    Health Care (1.7%)  
  835,000        Alere, Inc.
6.500%, 06/15/20
    865,269   
  1,294,000        Community Health Systems, Inc.m
7.125%, 07/15/20
    1,403,990   
  488,000        ConvaTec Finance International, SA*m
8.250%, 01/15/19
    498,675   
  805,000        Crimson Merger Sub, Inc.*
6.625%, 05/15/22
    751,166   
  835,000        DaVita HealthCare Partners, Inc.m
5.125%, 07/15/24
    853,788   
    Endo International, PLC*m  
  1,513,000        7.000%, 12/15/20^     1,600,943   
  339,000        7.000%, 07/15/19     357,433   
    HCA Holdings, Inc.m   
  480,000        6.250%, 02/15/21     519,300   
  452,000        5.875%, 05/01/23     485,900   
  2,190,000        HCA, Inc.^m
7.750%, 05/15/21
    2,362,462   
  2,033,000        Hologic, Inc.m
6.250%, 08/01/20
    2,138,462   
  406,000        Salix Pharmaceuticals, Ltd.*m
6.000%, 01/15/21
    439,495   
  1,355,000        Teleflex, Inc.m
6.875%, 06/01/19
    1,423,597   
  1,547,000        Tenet Healthcare Corp.m
6.750%, 02/01/20
    1,639,820   
    Valeant Pharmaceuticals International, Inc.^*m  
  1,693,000        7.000%, 10/01/20     1,779,766   
  519,000        7.250%, 07/15/22     547,545   
  248,000        VPII Escrow Corp.*m
6.750%, 08/15/18
    264,275   
     

 

 

 
        17,931,886   
     

 

 

 
    Industrials (2.0%)  
  1,185,000        ACCO Brands Corp.^m
6.750%, 04/30/20
    1,261,284   
  649,000        Clean Harbors, Inc.
5.125%, 06/01/21
    660,763   
  1,581,000        Deluxe Corp.m
6.000%, 11/15/20
    1,637,323   
  727,000        DigitalGlobe, Inc.*m
5.250%, 02/01/21
    707,916   
  1,406,000        Dycom Investments, Inc.m
7.125%, 01/15/21
    1,508,814   
  704,000        Edgen Murray Corp.*m
8.750%, 11/01/20
    777,480   
 

 

See accompanying Notes to Schedule of Investments   CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT     15   


 

Schedule of Investments    October 31, 2014

 

 

PRINCIPAL
AMOUNT
              VALUE  
  607,000        Garda World Security Corp.^*m
7.250%, 11/15/21
  $ 607,759   
  717,000        GrafTech International, Ltd.^
6.375%, 11/15/20
    669,499   
  1,255,000        H&E Equipment Services, Inc.m
7.000%, 09/01/22
    1,343,634   
  790,000        Manitowoc Company, Inc.m
8.500%, 11/01/20
    855,669   
  366,000        Meritor, Inc.m
6.750%, 06/15/21
    387,045   
  401,000        Michael Baker Holdings, LLC / Michael Baker Finance Corp.*m
8.875%, 04/15/19
    399,747   
  790,000        Michael Baker International, LLC / CDL Acquisition Company, Inc.*m
8.250%, 10/15/18
    811,725   
  759,000        Navistar International Corp.^
8.250%, 11/01/21
    782,244   
  430,000        Nortek, Inc.m
8.500%, 04/15/21
    463,863   
  1,746,000        Rexel, SA*,m
6.125%, 12/15/19
    1,807,110   
  1,233,000        Terex Corp.m
6.000%, 05/15/21
    1,280,008   
  564,000        Titan International, Inc.m
6.875%, 10/01/20
    516,060   
  598,000        TransDigm, Inc.m
5.500%, 10/15/20
    600,990   
  551,000        Triumph Group, Inc.m
4.875%, 04/01/21
    552,033   
  587,000        United Continental Holdings, Inc.m
6.375%, 06/01/18
    614,149   
    United Rentals North America, Inc.m   
  1,468,000        7.625%, 04/15/22     1,639,573   
  384,000        6.125%, 06/15/23     412,800   
     

 

 

 
        20,297,488   
     

 

 

 
    Information Technology (1.4%)  
  858,000        Activision Blizzard, Inc.*m
5.625%, 09/15/21
    914,842   
    Amkor Technology, Inc.^m   
  838,000        6.375%, 10/01/22     839,571   
  664,000        6.625%, 06/01/21     673,130   
  2,145,000        Belden, Inc.*m
5.500%, 09/01/22
    2,190,581   
  677,000        Cardtronics, Inc.*m
5.125%, 08/01/22
    676,577   
  519,000        Equinix, Inc.m
5.375%, 04/01/23
    536,516   
  1,806,000        Hughes Satellite Systems Corp.m
7.625%, 06/15/21
    2,013,690   
  1,806,000        J2 Global, Inc.m
8.000%, 08/01/20
    1,956,124   
  826,000        Nuance Communications, Inc.*m
5.375%, 08/15/20
    831,163   
PRINCIPAL
AMOUNT
              VALUE  
  452,000        NXP Semiconductors, NV*m
5.750%, 02/15/21
  $ 478,273   
  1,144,000        Sungard Data Systems, Inc.m
6.625%, 11/01/19
    1,182,610   
  881,000        ViaSat, Inc.m
6.875%, 06/15/20
    933,860   
  1,355,000        Viasystems, Inc.*m
7.875%, 05/01/19
    1,427,831   
     

 

 

 
        14,654,768   
     

 

 

 
    Materials (1.0%)  
  361,000        Chemtura Corp.m
5.750%, 07/15/21
    361,677   
    First Quantum Minerals, Ltd.*   
  422,000        7.000%, 02/15/21m     415,406   
  422,000        6.750%, 02/15/20     417,780   
  2,032,000        FMG Resources^*
8.250%, 11/01/19
    2,118,360   
  1,553,000        Greif, Inc.m
7.750%, 08/01/19
    1,784,009   
    INEOS Group Holdings, SA*   
  632,000        6.125%, 08/15/18^     638,715   
  316,000        5.875%, 02/15/19     316,987   
    New Gold, Inc.*m   
  1,242,000        7.000%, 04/15/20     1,269,169   
  336,000        6.250%, 11/15/22     329,700   
  598,000        PH Glatfelter Companym
5.375%, 10/15/20
    613,324   
  235,000        Sealed Air Corp.*m
5.250%, 04/01/23
    243,078   
  1,301,000        Trinseo Materials Operating, SCA^
8.750%, 02/01/19
    1,377,434   
  702,000        United States Steel Corp.^
6.875%, 04/01/21
    755,527   
     

 

 

 
        10,641,166   
     

 

 

 
    Telecommunication Services (0.9%)   
  554,000        CenturyLink, Inc.m
6.750%, 12/01/23
    615,472   
    Frontier Communications Corp.   
  726,000        7.625%, 04/15/24m     780,450   
  75,000        6.875%, 01/15/25     76,313   
    Intelsat, SA   
  1,432,000        7.750%, 06/01/21     1,500,020   
  104,000        8.125%, 06/01/23     110,825   
  598,000        SBA Communications Corp.m
5.625%, 10/01/19
    624,536   
    Sprint Corp.*m   
  3,036,000        7.875%, 09/15/23^     3,275,085   
  382,000        7.125%, 06/15/24     392,744   
  266,000        7.250%, 09/15/21     281,295   
  1,273,000        T-Mobile USA, Inc.
6.625%, 04/01/23
    1,346,993   
     

 

 

 
        9,003,733   
     

 

 

 
 

 

16   CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT   See accompanying Notes to Schedule of Investments


 

Schedule of Investments    October 31, 2014

 

 

PRINCIPAL
AMOUNT
              VALUE  
     
    Utilities (0.2%)  
  463,000        AES Corp.m
7.375%, 07/01/21
  $ 531,003   
  1,304,000        AmeriGas Finance Corp.^m
7.000%, 05/20/22
    1,410,765   
  677,000        Calpine Corp.*m
7.875%, 01/15/23
    750,201   
     

 

 

 
        2,691,969   
     

 

 

 
    TOTAL CORPORATE BONDS     149,472,209   
     

 

 

 
  U.S. Government and Agency Securities (0.0%)   
    United States Treasury Note  
  169,000        0.125%, 12/31/14^~     169,020   
  11,000        0.375%, 06/30/15     11,021   
     

 

 

 
    TOTAL U.S. GOVERNMENT AND AGENCY SECURITIES     180,041   
     

 

 

 
NUMBER OF
CONTRACTS
              VALUE  
     
  Purchased Options (2.5%) #   
    Consumer Discretionary (0.1%)  
  1,990        Lennar Corp.
Call, 01/17/15, Strike $37.00
    1,323,350   
     

 

 

 
    Health Care (1.2%)  
  1,405        Gilead Sciences, Inc.
Call, 01/17/15, Strike $72.50
    5,507,600   
  4,240        Mylan, Inc.
Call, 01/17/15, Strike $45.00
    3,805,400   
  215        Regeneron Pharmaceuticals, Inc.
Call, 01/17/15, Strike $250.00
    3,102,450   
     

 

 

 
        12,415,450   
     

 

 

 
    Information Technology (1.2%)  
  1,540        Apple, Inc.
Call, 01/17/15, Strike $71.43
    5,651,800   
  200        Google, Inc.
Call, 01/17/15, Strike $1,020.00
    2,355,000   
  4,485        Micron Technology, Inc.
Call, 01/15/16, Strike $25.00
    4,664,400   
     

 

 

 
        12,671,200   
     

 

 

 
    TOTAL PURCHASED OPTIONS     26,410,000   
     

 

 

 
    TOTAL SYNTHETIC
CONVERTIBLE SECURITIES

(Cost $157,822,510)
    176,062,250   
     

 

 

 
NUMBER OF
SHARES
              VALUE  
  CONVERTIBLE PREFERRED STOCKS (16.2%)   
    Consumer Staples (0.9%)  
  62,000        Bunge, Ltd.m
4.875%
    6,913,000   
NUMBER OF
SHARES
              VALUE  
  34,250        Post Holdings, Inc.
5.250%
  $ 2,876,829   
     

 

 

 
        9,789,829   
     

 

 

 
    Energy (2.2%)  
  20,816        Chesapeake Energy Corp.^*m
5.750%
    22,729,742   
     

 

 

 
    Financials (4.3%)  
  310,000        Affiliated Managers Group, Inc.^m
5.150%
    19,123,125   
  71,400        American Tower Corp.
5.250%
    7,767,606   
  105,000        Crown Castle International Corp.
4.500%
    10,669,050   
  116,667        Weyerhaeuser Company
6.375%
    6,533,352   
     

 

 

 
        44,093,133   
     

 

 

 
    Industrials (5.7%)  
  65,800        Genesee & Wyoming, Inc.
5.000%
    8,148,014   
    Stanley Black & Decker, Inc.^   
  102,760        4.750%m     13,857,186   
  36,500        6.250%     4,235,095   
  550,000        United Technologies Corp.^m
7.500%
    32,103,500   
     

 

 

 
        58,343,795   
     

 

 

 
    Telecommunication Services (0.9%)   
  181,000        Intelsat, SA
5.750%
    9,310,640   
     

 

 

 
    Utilities (2.2%)   
  66,876        Dominion Resources, Inc.^
6.375%
    3,367,207   
  145,000        Exelon Corp.^
6.500%
    7,638,600   
  175,000        NextEra Energy, Inc.
5.599%
    11,480,875   
     

 

 

 
        22,486,682   
     

 

 

 
    TOTAL CONVERTIBLE
PREFERRED STOCKS
(Cost $151,250,765)
    166,753,821   
     

 

 

 
     
  COMMON STOCKS (2.6%)   
    Consumer Staples (0.7%)  
  150,000        Tyson Foods, Inc.     7,524,000   
     

 

 

 
    Financials (1.9%)  
  17,300        American International Group, Inc.m     926,761   
  299,522        MetLife, Inc.     16,246,073   
 

 

See accompanying Notes to Schedule of Investments   CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT     17   


 

Schedule of Investments    October 31, 2014

 

 

NUMBER OF
SHARES
              VALUE  
  215,000        Och-Ziff Capital Management Group, LLC - Class A   $ 2,369,300   
     

 

 

 
        19,542,134   
     

 

 

 
    TOTAL COMMON STOCKS (Cost $26,522,498)     27,066,134   
     

 

 

 
     
  SHORT TERM INVESTMENT (3.6%)  
  36,893,145        Fidelity Prime Money Market Fund - Institutional Class (Cost $36,893,145)     36,893,145   
     

 

 

 

 
 

      TOTAL INVESTMENTS (138.6%)
(Cost $1,338,558,721)

    1,427,392,250   
     

 

 

 
  LIABILITIES, LESS OTHER ASSETS (-38.6%)     (397,490,535
     

 

 

 
  NET ASSETS (100.0%)   $ 1,029,901,715   
     

 

 

 

NOTES TO SCHEDULE OF INVESTMENTS

 

^ Security, or portion of security, is on loan.

 

* Securities issued and sold pursuant to a Rule 144A transaction are excepted from the registration requirement of the Securities Act of 1933, as amended. These securities may only be sold to qualified institutional buyers (“QIBs”), such as the Fund. Any resale of these securities must generally be effected through a sale that is registered under the Act or otherwise exempted from such registration requirements.
m Security, or portion of security, is held in a segregated account as collateral for notes payable aggregating a total value of $841,048,042. $191,057,339 of the collateral has been re-registered by the counterparty, BNP (see Note 7—Borrowings).

 

Variable rate or step bond security. The rate shown is the rate in effect at October 31, 2014.

 

§ Securities exchangeable or convertible into securities of one or more entities that are different than the issuer. Each entity is identified in the parenthetical.

 

~ Security, or portion of security, is segregated as collateral (or potential collateral for future transactions) for swaps. The aggregate value of such securities is $650,076.

 

¤ The synthetic convertible securities strategy combines separate securities that together possess the economic characteristics similar to a convertible security.

 

# Non-income producing security.

FOREIGN CURRENCY ABBREVIATION

EUR    European Monetary Unit

Note: Value for securities denominated in foreign currencies is shown in U.S. dollars. The principal amount for such securities is shown in the respective foreign currency. The date on options represents the expiration date of the option contract. The option contract may be exercised at any date on or before the date shown.

 

INTEREST RATE SWAPS

 

COUNTERPARTY      FIXED RATE
(FUND PAYS)
     FLOATING RATE
(FUND RECEIVES)
     TERMINATION
DATE
     NOTIONAL
AMOUNT
       UNREALIZED
APPRECIATION/
(DEPRECIATION)
 
BNP Paribas, SA      1.160% quarterly      3 month LIBOR      04/19/17      $ 68,000,000         $ (480,899
                        

 

 

 
                         $ (480,899
                        

 

 

 

 

18   CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT   See accompanying Notes to Financial Statements


 

Statement of Assets and Liabilities    October 31, 2014

 

 

ASSETS

 

Investments in securities, at value (cost $1,338,558,721)

  $ 1,427,392,250   

Receivables:

 

Accrued interest and dividends

    14,830,283   

Investments sold

    2,132,438   

Prepaid expenses

    13,321   

Other assets

    198,920   

Total assets

    1,444,567,212   

LIABILITIES

 

Unrealized depreciation on interest rate swaps

    480,899   

Payables:

 

Notes payable

    400,000,000   

Investments purchased

    12,787,813   

Affiliates:

 

Investment advisory fees

    951,752   

Deferred compensation to trustees

    198,920   

Financial accounting fees

    13,631   

Trustees’ fees and officer compensation

    9,830   

Other accounts payable and accrued liabilities

    222,652   

Total liabilities

    414,665,497   

NET ASSETS

  $ 1,029,901,715   

COMPOSITION OF NET ASSETS

 

Common stock, no par value, unlimited shares authorized 72,306,146 shares issued and outstanding

  $ 962,203,472   

Undistributed net investment income (loss)

    (9,861,064

Accumulated net realized gain (loss) on investments, foreign currency transactions and interest rate swaps

    (10,792,159

Unrealized appreciation (depreciation) of investments, foreign currency translations and interest rate swaps

    88,351,466   

NET ASSETS

  $ 1,029,901,715   

Net asset value per common shares based upon 72,306,146 shares issued and outstanding

  $ 14.24   

 

See accompanying Notes to Financial Statements   CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT     19   


 

Statement of Operations    Year Ended October 31, 2014

 

 

INVESTMENT INCOME

 

Interest

  $ 63,739,813   

Dividends

    8,531,021   

Securities lending income

    183,281   

Total investment income

    72,454,115   

EXPENSES

 

Investment advisory fees

    11,405,670   

Interest expense and related fees

    2,950,660   

Printing and mailing fees

    174,171   

Financial accounting fees

    163,645   

Accounting fees

    85,446   

Audit fees

    67,871   

Trustees’ fees and officer compensation

    65,475   

Legal fees

    57,937   

Custodian fees

    43,686   

Transfer agent fees

    24,698   

Registration fees

    14,129   

Other

    88,734   

Total expenses

    15,142,122   

NET INVESTMENT INCOME (LOSS)

    57,311,993   

REALIZED AND UNREALIZED GAIN (LOSS)

 

Net realized gain (loss) from:

 

Investments, excluding purchased options

    26,748,081   

Purchased options

    4,805,626   

Foreign currency transactions

    886   

Interest rate swaps

    (1,900,671

Change in net unrealized appreciation/(depreciation) on:

 

Investments, excluding purchased options

    2,659,933   

Purchased options

    15,356,517   

Foreign currency translations

    (2,178

Interest rate swaps

    1,551,564   

NET GAIN (LOSS)

    49,219,758   

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

  $ 106,531,751   

 

20   CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT   See accompanying Notes to Financial Statements


 

Statements of Changes in Net Assets

 

 

    YEAR ENDED OCTOBER 31,  
     2014      2013  

OPERATIONS

    

Net investment income (loss)

  $ 57,311,993       $ 59,690,319   

Net realized gain (loss)

    29,653,922         46,816,073   

Change in unrealized appreciation/(depreciation)

    19,565,836         25,679,933   

Net increase (decrease) in net assets applicable to shareholders resulting from operations

    106,531,751         132,186,325   

DISTRIBUTIONS FROM

    

Net investment income

    (81,214,711      (73,591,351

CAPITAL STOCK TRANSACTIONS

    

Offering costs on shares

            (90,160

Reinvestment of distributions resulting in the issuance of stock

    2,266,548           

Net increase (decrease) in net assets from capital stock transactions

    2,266,548         (90,160

TOTAL INCREASE (DECREASE) IN NET ASSETS

    27,583,588         58,504,814   

NET ASSETS

    

Beginning of year

  $ 1,002,318,127       $ 943,813,313   

End of year

    1,029,901,715         1,002,318,127   

Undistributed net investment income (loss)

  $ (9,861,064    $ (10,202,606

 

See accompanying Notes to Financial Statements   CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT     21   


 

Statement of Cash Flows    Year Ended October 31, 2014

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

Net increase/(decrease) in net assets from operations

  $ 106,531,751   

Adjustments to reconcile net increase/(decrease) in net assets from operations to net cash provided by operating activities:

 

Purchase of investment securities, including purchased options

    (492,442,392

Net purchases of short term investments

    (12,488,701

Proceeds from disposition of investment securities, including purchased options

    528,392,313   

Amortization and accretion of fixed-income securities

    (6,990,220

Net realized gains/losses from investments, excluding purchased options

    (26,748,081

Net realized gains/losses from purchased options

    (4,805,626

Change in unrealized appreciation or depreciation on investments, excluding purchased options

    (2,659,933

Change in unrealized appreciation or depreciation on purchased options

    (15,356,517

Change in unrealized appreciation or depreciation on interest rate swaps

    (1,551,564

Net change in assets and liabilities:

 

(Increase)/decrease in assets:

 

Accrued interest and dividends receivable

    1,963,974   

Prepaid expenses

    (1,011

Other assets

    (13,325

Increase/(decrease) in liabilities:

 

Payables to affiliates

    23,650   

Other accounts payable and accrued liabilities

    (83,343

Net cash provided by/(used in) operating activities

  $ 73,770,975   

CASH FLOWS FROM FINANCING ACTIVITIES:

 

Distributions to shareholders

    (78,948,163

Proceeds from notes payable

    5,000,000   

Net cash provided by/(used in) financing activities

  $ (73,948,163

Net increase/(decrease) in cash

  $ (177,188

Cash at beginning of year

  $ 177,188   

Cash at end of year

  $   

Supplemental disclosure

 

Cash paid for interest and related fees

  $ 2,965,699   

Non-cash financing activities not included herein consists of reinvestment of dividends and distributions:

  $ 2,266,548   

 

22   CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT   See accompanying Notes to Financial Statements


 

Notes to Financial Statements

 

 

Note 1 – Organization and Significant Accounting Policies

Organization.  Calamos Convertible and High Income Fund (the “Fund”) was organized as a Delaware statutory trust on March 12, 2003 and is registered under the Investment Company Act of 1940 (the “1940 Act”) as a diversified, closed-end management investment company. The Fund commenced operations on May 28, 2003. The Fund’s investment objective is to provide total return through a combination of capital appreciation and current income. Under normal circumstances, the Fund will invest at least 80% of its managed assets in a diversified portfolio of convertibles and non-convertible income securities. “Managed assets” means the Fund’s total assets (including any assets attributable to any leverage that may be outstanding) minus total liabilities (other than debt representing financial leverage).

Fund Valuation.  The valuation of the Fund’s investments is in accordance with policies and procedures adopted by and under the ultimate supervision of the board of trustees.

Fund securities that are traded on U.S. securities exchanges, except option securities, are valued at the official closing price, which is the last current reported sales price on its principal exchange at the time each Fund determines its net asset value (“NAV”). Securities traded in the over-the-counter market and quoted on The NASDAQ Stock Market are valued at the NASDAQ Official Closing Price, as determined by NASDAQ, or lacking a NASDAQ Official Closing Price, the last current reported sale price on NASDAQ at the time a Fund determines its NAV. When a last sale or closing price is not available, equity securities, other than option securities, that are traded on a U.S. securities exchange and other equity securities traded in the over-the-counter market are valued at the mean between the most recent bid and asked quotations on its principal exchange in accordance with guidelines adopted by the board of trustees. Each option security traded on a U.S. securities exchange is valued at the mid-point of the consolidated bid/ask quote for the option security, also in accordance with guidelines adopted by the board of trustees. Each over-the-counter option that is not traded through the Options Clearing Corporation is valued based on a quotation provided by the counterparty to such option under the ultimate supervision of the board of trustees.

Fixed income securities, certain convertible preferred securities, and non-exchange traded derivatives are normally valued by independent pricing services or by dealers or brokers who make markets in such securities. Valuations of such fixed income securities, certain convertible preferred securities, and non-exchange traded derivatives consider yield or price of equivalent securities of comparable quality, coupon rate, maturity, type of issue, trading characteristics and other market data and do not rely exclusively upon exchange or over-the-counter prices.

Trading on European and Far Eastern exchanges and over-the-counter markets is typically completed at various times before the close of business on each day on which the New York Stock Exchange (“NYSE”) is open. Each security trading on these exchanges or over-the-counter markets may be valued utilizing a systematic fair valuation model provided by an independent pricing service approved by the board of trustees. The valuation of each security that meets certain criteria in relation to the valuation model is systematically adjusted to reflect the impact of movement in the U.S. market after the foreign markets close. Securities that do not meet the criteria, or that are principally traded in other foreign markets, are valued as of the last reported sale price at the time the Fund determines its NAV, or when reliable market prices or quotations are not readily available, at the mean between the most recent bid and asked quotations as of the close of the appropriate exchange or other designated time. Trading of foreign securities may not take place on every NYSE business day. In addition, trading may take place in various foreign markets on Saturdays or on other days when the NYSE is not open and on which the Fund’s NAV is not calculated.

If the pricing committee determines that the valuation of a security in accordance with the methods described above is not reflective of a fair value for such security, the security is valued at a fair value by the pricing committee, under the ultimate supervision of the board of trustees, following the guidelines and/or procedures adopted by the board of trustees.

The Fund also may use fair value pricing, pursuant to guidelines adopted by the board of trustees and under the ultimate supervision of the board of trustees, if trading in the security is halted or if the value of a security it holds is materially affected by events occurring before the Fund’s pricing time but after the close of the primary market or exchange on which the security is listed. Those procedures may utilize valuations furnished by pricing services approved by the board of trustees, which may be based on market transactions for comparable securities and various relationships between securities that are generally recognized by institutional traders, a computerized matrix system, or appraisals derived from information concerning the securities or similar securities received from recognized dealers in those securities.

 

  CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT     23   


 

Notes to Financial Statements

 

 

When fair value pricing of securities is employed, the prices of securities used by a Fund to calculate its NAV may differ from market quotations or official closing prices. In light of the judgment involved in fair valuations, there can be no assurance that a fair value assigned to a particular security is accurate.

Investment Transactions.  Investment transactions are recorded on a trade date basis as of October 31, 2014. Net realized gains and losses from investment transactions are reported on an identified cost basis. Interest income is recognized using the accrual method and includes accretion of original issue and market discount and amortization of premium. Dividend income is recognized on the ex-dividend date, except that certain dividends from foreign securities are recorded as soon as the information becomes available after the ex-dividend date.

Foreign Currency Translation.  Values of investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using a rate quoted by a major bank or dealer in the particular currency market, as reported by a recognized quotation dissemination service.

The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

Reported net realized foreign currency gains or losses arise from disposition of foreign currency, the difference in the foreign exchange rates between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the ex-date or accrual date and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes (due to the changes in the exchange rate) in the value of foreign currency and other assets and liabilities denominated in foreign currencies held at year end.

Allocation of Expenses Among Funds.  Expenses directly attributable to the Fund are charged to the Fund; certain other common expenses of Calamos Advisors Trust, Calamos Investment Trust, Calamos ETF Trust, Calamos Convertible Opportunities and Income Fund, Calamos Convertible and High Income Fund, Calamos Strategic Total Return Fund, Calamos Global Total Return Fund and Calamos Global Dynamic Income Fund are allocated proportionately among each Fund to which the expenses relate in relation to the net assets of each Fund or on another reasonable basis.

Use of Estimates.  The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates.

Income Taxes.  No provision has been made for U.S. income taxes because the Fund’s policy is to continue to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended, and distribute to shareholders substantially all of the Fund’s taxable income and net realized gains.

Dividends and distributions paid to shareholders are recorded on the ex-dividend date. The amount of dividends and distributions from net investment income and net realized capital gains is determined in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles. To the extent these “book/tax” differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal tax-basis treatment. These differences are primarily due to differing treatments for foreign currency transactions, contingent payment debt instruments and methods of amortizing and accreting for fixed income securities. The financial statements are not adjusted for temporary differences.

The Fund recognized no liability for uncertain tax positions. A reconciliation is not provided as the beginning and ending amounts of unrecognized benefits are zero, with no interim additions, reductions or settlements. Tax years 2010 - 2013 remain subject to examination by the U.S. and the State of Illinois tax jurisdictions.

Indemnifications.  Under the Fund’s organizational documents, the Fund is obligated to indemnify its officers and trustees against certain liabilities incurred by them by reason of having been an officer or trustee of the Fund. In addition, in the normal course of business, the Fund may enter into contracts that provide general indemnifications to other parties. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. Currently, the Fund’s management expects the risk of material loss in connection to a potential claim to be remote.

 

24   CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT  


 

Notes to Financial Statements

 

 

Note 2 – Investment Adviser and Transactions With Affiliates Or Certain Other Parties

Pursuant to an investment advisory agreement with Calamos Advisors LLC (“Calamos Advisors”), the Fund pays an annual fee, payable monthly, equal to 0.80% based on the average weekly managed assets.

Pursuant to a financial accounting services agreement, during the period the Fund paid Calamos Advisors a fee for financial accounting services payable monthly at the annual rate of 0.0175% on the first $1 billion of combined assets, 0.0150% on the next $1 billion of combined assets and 0.0110% on combined assets above $2 billion (for purposes of this calculation “combined assets” means the sum of the total average daily net assets of Calamos Advisors Trust, Calamos Investment Trust, Calamos ETF Trust and the total average weekly managed assets of Calamos Convertible and High Income Fund, Calamos Strategic Total Return Fund, Calamos Convertible Opportunities and Income Fund, Calamos Global Total Return Fund and Calamos Global Dynamic Income Fund). Financial accounting services include, but are not limited to, the following: managing expenses and expense payment processing; monitoring the calculation of expense accrual amounts; calculating, tracking and reporting tax adjustments on all assets; and monitoring trustee deferred compensation plan accruals and valuations. The Fund pays its pro rata share of the financial accounting services fee payable to Calamos Advisors based on its relative portion of combined assets used in calculating the fee.

The Fund reimburses Calamos Advisors for a portion of compensation paid to the Fund’s Chief Compliance Officer. This compensation is reported as part of the “Trustees’ fees and officer compensation” expense on the Statement of Operations.

A trustee and certain officers of the Fund are also officers and directors of Calamos Advisors. Such trustee and officers serve without direct compensation from the Fund.

The Fund has adopted a deferred compensation plan (the “Plan”). Under the Plan, a trustee who is not an “interested person” (as defined in the 1940 Act) and has elected to participate in the Plan (a “participating trustee”) may defer receipt of all or a portion of their compensation from the Fund. The deferred compensation payable to the participating trustee is credited to the trustee’s deferral account as of the business day such compensation would have been paid to the participating trustee. The value of amounts deferred for a participating trustee is determined by reference to the change in value of Class I shares of one or more funds of Calamos Investment Trust designated by the participant. The value of the account increases with contributions to the account or with increases in the value of the measuring shares, and the value of the account decreases with withdrawals from the account or with declines in the value of the measuring shares. Deferred compensation of $198,920 is included in “Other assets” on the Statement of Assets and Liabilities at October 31, 2014. The Fund’s obligation to make payments under the Plan is a general obligation of the Fund and is included in “Payable for deferred compensation to trustees” on the Statement of Assets and Liabilities at October 31, 2014.

Note 3 – Investments

The cost of purchases and proceeds from sale of long-term investments for the year ended October 31, 2014 were as follows:

 

Cost of purchases    $ 486,409,360   
Proceeds from sales    $ 501,199,050   

The following information is presented on a federal income tax basis as of October 31, 2014. Differences between the cost basis under U.S. generally accepted accounting principles and federal income tax purposes are primarily due to temporary differences.

The cost basis of investments for federal income tax purposes at October 31, 2014 was as follows:

 

Cost basis of investments    $ 1,359,041,740   
  

 

 

 
Gross unrealized appreciation      106,828,378   
Gross unrealized depreciation      (38,477,868
  

 

 

 
Net unrealized appreciation (depreciation)    $ 68,350,510   
  

 

 

 

 

  CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT     25   


 

Notes to Financial Statements

 

 

Note 4 – Income Taxes

For the fiscal year ended October 31, 2014, the Fund recorded the following permanent reclassifications to reflect tax character. The results of operations and net assets were not affected by these reclassifications.

 

Paid-in capital    $ (25,654,340
Undistributed net investment income/(loss)      24,244,260   
Accumulated net realized gain/(loss) on investments      1,410,080   

The Fund intends to make monthly distributions from its income available for distribution, which consists of the Fund’s dividends and interest income after payment of Fund expenses, and net realized gains on stock investments. At least annually, the Fund intends to distribute all or substantially all of its net realized capital gains, if any. Distributions are recorded on the ex-dividend date. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in-capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income. Distributions in any year may include a return of capital component.

The tax character of distributions for the year ended October 31, 2014 will be determined at the end of the Fund’s current fiscal year. Distributions for the year ended October 31, 2014 were characterized for federal income tax purposes as follows:

 

Distributions paid from:    YEAR ENDED
OCTOBER 31, 2014
       YEAR ENDED
OCTOBER 31, 2013
 
Ordinary income    $ 81,214,711         $ 73,591,351   

As of October 31, 2014, the components of accumulated earnings/(loss) on a tax basis were as follows:

 

Undistributed ordinary income    $   
Undistributed capital gains        
  

 

 

 
Total undistributed earnings        
Accumulated capital and other losses      (10,483
Net unrealized gains/(losses)      67,868,447   
  

 

 

 
Total accumulated earnings/(losses)      67,857,964   
Other      (159,721
Paid-in capital      962,203,472   
  

 

 

 
Net assets applicable to common shareholders    $ 1,029,901,715   
  

 

 

 

The Regulated Investment Company Modernization Act of 2010 (the “Act”) modernized various tax rules for regulated investment companies, and was effective for taxable years beginning after the enactment date of December 22, 2010. One significant change is to the treatment of capital loss carryforwards. Now, any capital losses recognized will retain their character as either short-term or long-term capital losses, will be utilized before the pre-Act capital loss carryforwards, and will be carried forward indefinitely, until applied in offsetting future capital gains.

As of October 31, 2014, the Fund had pre-Act capital loss carryforwards which, if not used, will expire as follows:

 

2019    $ (10,483

 

26   CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT  


 

Notes to Financial Statements

 

 

Note 5 – Common Shares

There are unlimited common shares of beneficial interest authorized and 72,306,146 shares outstanding at October 31, 2014. Calamos Advisors owned 38,596 of the outstanding shares at October 31, 2014. Transactions in common shares were as follows:

 

      YEAR ENDED
OCTOBER 31, 2014
       YEAR ENDED
OCTOBER 31, 2013
 
Beginning shares      72,148,383           72,148,383   
Shares sold      0           0   
Shares issued through reinvestment of distributions      157,763           0   
  

 

 

 
Ending shares      72,306,146           72,148,383   
  

 

 

 

Notice is hereby given in accordance with Section 23(c) of the 1940 Act that the Fund may from time to time purchase its shares of common stock in the open market.

The Fund also may offer and sell common shares from time to time at an offering price equal to or in excess of the net asset value per share of the Fund’s common shares at the time such common shares are initially sold.

Note 6 – Derivative Instruments

Foreign Currency Risk.  The Fund may engage in portfolio hedging with respect to changes in currency exchange rates by entering into forward foreign currency contracts to purchase or sell currencies. A forward foreign currency contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. Risks associated with such contracts include, among other things, movement in the value of the foreign currency relative to the U.S. dollar and the ability of the counterparty to perform. To mitigate the counterparty risk, the Fund may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with its derivative contract counterparties. An ISDA Master Agreement is a bilateral agreement between the Fund and a counterparty that governs over-the-counter derivatives and foreign exchange contracts and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. Under an ISDA Master Agreement, the Fund may, under certain circumstances, offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default (close-out netting), including the bankruptcy or insolvency of the counterparty. Generally, collateral is exchanged between the Fund and the counterparty and the amount of collateral due from the Fund or to a counterparty has to exceed a minimum transfer amount threshold before a transfer has to be made. To the extent amounts due to the Fund from its counterparties are not fully collateralized, contractually or otherwise, the Fund bears the risk of loss from counterparty nonperformance. For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the Statements of Assets and Liabilities. The Fund’s net counterparty exposure is reflected in the counterparty table below. The net unrealized gain, if any, represents the credit risk to the Fund on a forward foreign currency contract. The contracts are valued daily at forward foreign exchange rates. The Fund realizes a gain or loss when a position is closed or upon settlement of the contracts. There were no open forward foreign currency contracts at October 31, 2014.

Equity Risk.  The Fund may engage in option transactions and in doing so achieves similar objectives to what it would achieve through the sale or purchase of individual securities. A call option, upon payment of a premium, gives the purchaser of the option the right to buy, and the seller of the option the obligation to sell, the underlying security, index or other instrument at the exercise price. A put option gives the purchaser of the option, upon payment of a premium, the right to sell, and the seller the obligation to buy, the underlying security, index, or other instrument at the exercise price.

To seek to offset some of the risk of a potential decline in value of certain long positions, the Fund may also purchase put options on individual securities, broad-based securities indexes or certain exchange-traded funds (“ETFs”). The Fund may also seek to generate income from option premiums by writing (selling) options on a portion of the equity securities (including securities that are convertible into equity securities) in the Fund’s portfolio, on broad-based securities indexes, or certain ETFs.

When the Fund purchases an option, it pays a premium and an amount equal to that premium is recorded as an asset. When the Fund writes an option, it receives a premium and an amount equal to that premium is recorded as a liability. The asset or liability is

 

  CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT     27   


 

Notes to Financial Statements

 

 

adjusted daily to reflect the current market value of the option. If an option expires unexercised, the Fund realizes a gain or loss to the extent of the premium received or paid. If an option is exercised, the premium received or paid is recorded as an adjustment to the proceeds from the sale or the cost basis of the purchase. The difference between the premium and the amount received or paid on a closing purchase or sale transaction is also treated as a realized gain or loss. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid. Gain or loss on written options and purchased options is presented separately as net realized gain or loss on written options and net realized gain or loss on purchased options, respectively.

Options written by the Fund do not typically give rise to counterparty credit risk since options written obligate the Fund and not the counterparty to perform. Exchange traded purchased options have minimal counterparty credit risk to the Fund since the exchange’s clearinghouse, as counterparty to such instruments, guarantees against a possible default.

As of October 31, 2014, the Fund had outstanding purchased options as listed on the Schedule of Investments.

Interest Rate Risk.  The Fund may engage in interest rate swaps primarily to hedge the interest rate risk on the Fund’s borrowings (see Note 7 - Borrowings). An interest rate swap is a contract that involves the exchange of one type of interest rate for another type of interest rate. If interest rates rise, resulting in a diminution in the value of the Fund’s portfolio, the Fund would receive payments under the swap that would offset, in whole or in part, such diminution in value; if interest rates fall, the Fund would likely lose money on the swap transaction. Unrealized gains are reported as an asset, and unrealized losses are reported as a liability on the Statement of Assets and Liabilities. The change in value of swaps, including accruals of periodic amounts of interest to be paid or received on swaps, is reported as change in net unrealized appreciation/depreciation on interest rate swaps in the Statement of Operations. A realized gain or loss is recorded in net realized gain (loss) on interest rate swaps in the Statement of Operations upon payment or receipt of a periodic payment or termination of the swap agreements. Swap agreements are stated at fair value. Notional principal amounts are used to express the extent of involvement in these transactions, but the amounts potentially subject to credit risk are much smaller. In connection with these contracts, securities may be identified as collateral in accordance with the terms of the respective swap contracts in the event of default or bankruptcy of the Fund.

Premiums paid to or by the Fund are accrued daily and included in realized gain (loss) when paid on swaps in the accompanying Statement of Operations. The contracts are marked-to-market daily based upon third party vendor valuations and changes in value are recorded as unrealized appreciation (depreciation). Gains or losses are realized upon early termination of the contract. Risks may exceed amounts recognized in the Statement of Assets and Liabilities. These risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts’ terms, a counterparty’s creditworthiness, and the possible lack of liquidity with respect to the contracts.

As of October 31, 2014, the Fund had outstanding interest rate swap agreements as listed on the Schedule of Investments.

As of October 31, 2014, the Fund had outstanding derivative contracts which are reflected on the Statement of Assets and Liabilities as follows:

 

      ASSET
DERIVATIVES
       LIABILITY
DERIVATIVES
 
Gross amounts at fair value:        
Interest Rate Swaps(1)    $         $ 480,899   
Options purchased(2)      26,410,000             
  

 

 

 
   $ 26,410,000         $ 480,899   
  

 

 

 

 

28   CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT  


 

Notes to Financial Statements

 

 

The following table presents the outstanding derivative contracts, organized by counterparty, that are subject to enforceable master netting agreements as of October 31, 2014:

 

                               

GROSS AMOUNTS NOT OFFSET
IN THE STATEMENT OF ASSETS AND LIABILITIES

          
             

GROSS AMOUNTS PRESENTED
IN THE STATEMENT OF ASSETS
AND LIABILITIES

       COLLATERAL
PLEDGED
       NET AMOUNT
RECEIVABLE IN THE
EVENT OF DEFAULT
       NET AMOUNT
PAYABLE IN THE
EVENT OF
DEFAULT
 
Counterparty              ASSETS        LIABILITIES                 
BNP Paribas,SA      ISDA         $          —         $ 480,899         $ 480,899         $          —         $          —   
       

 

 

 
        $         $ 480,899         $ 480,899         $         $   
       

 

 

 

 

(1) Generally, the Statement of Assets and Liabilities location for “Interest rate swaps” is “Unrealized depreciation on interest rate swaps.”
(2) Generally, the Statement of Assets and Liabilities location for “Options purchased” is “Investments in securities.”

For the year ended October 31, 2014, the volume of derivative activity for the Fund is reflected below*

 

      DERIVATIVE TYPE  
Options purchased      30,499   

 

* Activity during the period is measured by opened number of contracts for options purchased.

Note 7 – Borrowings

The Fund, with the approval of its board of trustees, including its independent trustees, has entered into a financing package that includes a Committed Facility Agreement (the “BNP Agreement”) with BNP Paribas Prime Brokerage International Ltd. (“BNP”) that allows the Fund to borrow up to $200.0 million and a lending agreement (“Lending Agreement”), as defined below. In addition, the financing package also includes a Credit Agreement (the “SSB Agreement”, together with the BNP Agreement, “Agreements”) with State Street Bank and Trust Company (“SSB”) that allows the Fund to borrow up to a limit of $200.0 million, and a related securities lending authorization agreement (“Authorized Agreement”). Borrowings under the BNP Agreement and the SSB Agreement are secured by assets of the Fund that are held with the Fund’s custodian in a separate account (the “pledged collateral”). BNP and SSB share an equal claim on the pledged collateral, subject to any adjustment that may be agreed upon between the lenders. Interest on the BNP Agreement is charged at the three month LIBOR (London Inter-bank Offered Rate) plus .65% on the amount borrowed and .55% on the undrawn balance. Interest on the SSB Agreement is charged on the drawn amount at the rate of Overnight LIBOR plus .80% and .10% on the undrawn balance (if the undrawn amount is more than 75% of the borrowing limit, the commitment fee is .20%). For the year ended October 31, 2014, the average borrowings under the Agreements were $396.9 million. For the year ended October 31, 2014, the average interest rate was 0.71%. As of October 31, 2014, the amount of total outstanding borrowings was $400.0 million ($200.0 million under the BNP Agreement and $200.0 million under the SSB Agreement), which approximates fair value. The interest rate applicable to the borrowings on October 31, 2014 was 0.74%.

The Lending Agreement with BNP is a separate side-agreement between the Fund and BNP pursuant to which BNP may borrow a portion of the pledged collateral (the “Lent Securities”) in an amount not to exceed the outstanding borrowings owed by the Fund to BNP under the BNP Agreement. The Lending Agreement is intended to permit the Fund to significantly reduce the cost of its borrowings under the BNP Agreement. BNP may re-register the Lent Securities in its own name or in another name other than the Fund, and may pledge, re-pledge, sell, lend or otherwise transfer or use the Lent Securities with all attendant rights of ownership. (It is the Fund’s understanding that BNP will perform due diligence to determine the creditworthiness of any party that borrows Lent Securities from BNP.) The Fund may designate any security within the pledged collateral as ineligible to be a Lent Security, provided there are eligible securities within the pledged collateral in an amount equal to the outstanding borrowing owed by the Fund. During the period in which the Lent Securities are outstanding, BNP must remit payment to the Fund equal to the amount of all dividends, interest or other distributions earned or made by the Lent Securities.

Under the terms of the Lending Agreement with BNP, the Lent Securities are marked to market daily, and if the value of the Lent Securities exceeds the value of the then-outstanding borrowings owed by the Fund to BNP under the Agreement (the “Current Borrowings”), BNP must, on that day, either (1) return Lent Securities to the Fund’s custodian in an amount sufficient to cause the value of the outstanding Lent Securities to equal the Current Borrowings; or (2) post cash collateral with the Fund’s custodian equal

 

  CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT     29   


 

Notes to Financial Statements

 

 

to the difference between the value of the Lent Securities and the value of the Current Borrowings. If BNP fails to perform either of these actions as required, the Fund will recall securities, as discussed below, in an amount sufficient to cause the value of the outstanding Lent Securities to equal the Current Borrowings. The Fund can recall any of the Lent Securities and BNP shall, to the extent commercially possible, return such security or equivalent security to the Fund’s custodian no later than three business days after such request. If the Fund recalls a Lent Security pursuant to the Lending Agreement, and BNP fails to return the Lent Securities or equivalent securities in a timely fashion, BNP shall remain liable to the Fund’s custodian for the ultimate delivery of such Lent Securities, or equivalent securities, and for any buy-in costs that the executing broker for the sales transaction may impose with respect to the failure to deliver. The Fund shall also have the right to apply and set-off an amount equal to one hundred percent (100%) of the then-current fair market value of such Lent Securities against the Current Borrowings.

Under the terms of the Authorized Agreement with SSB, all securities lent through SSB must be secured continuously by collateral received in cash, cash equivalents, or U.S. Treasury bills and maintained on a current basis at an amount at least equal to the market value of the securities loaned. Cash collateral held by SSB on behalf of the Fund may be credited against the amounts borrowed under the SSB Agreement. Any amounts credited against the SSB Agreement would count against the Fund’s leverage limitations under the 1940 Act, unless otherwise covered in accordance with SEC Release IC-10666. Under the terms of the Authorized Agreement with SSB, SSB will return the value of the collateral to the borrower upon the return of the lent securities, which will eliminate the credit against the SSB Agreement and will cause the amount drawn under the SSB Agreement to increase in an amount equal to the returned collateral. Under the terms of the Authorized Agreement with SSB, the Fund will make a variable “net income” payment related to any collateral credited against the SSB Agreement which will be paid to the securities borrower, less any payments due to the Fund or SSB under the terms of the Authorized Agreement. As of October 31, 2014, the Fund used approximately $130.2 million of its cash collateral to offset the SSB Agreement, representing 9.1% of managed assets, and was required to pay a “net income” payment equal to an annualized interest rate of 0.44%, which can fluctuate depending on interest rates.

Note 8 – Fair Value Measurement

Various inputs are used to determine the value of the Fund’s investments. These inputs are categorized into three broad levels as follows:

 

   

Level 1 – Prices are determined using inputs from unadjusted quoted prices from active markets (including securities actively traded on a securities exchange) for identical assets.

 

   

Level 2 – Prices are determined using significant observable market inputs other than unadjusted quoted prices, including quoted prices of similar securities, fair value adjustments to quoted foreign securities, interest rates, credit risk, prepayment speeds, and other relevant data.

 

   

Level 3 – Prices reflect unobservable market inputs (including the Fund’s own judgments about assumptions market participants would use in determining fair value) when observable inputs are unavailable.

Debt securities are valued based upon evaluated prices received from an independent pricing service or from a dealer or broker who makes markets in such securities. Pricing services utilize various observable market data and as such, debt securities are generally categorized as Level 2. The levels are not necessarily an indication of the risk or liquidity of the Fund’s investments. Transfers between the levels for investment securities or other financial instruments are measured at the end of the reporting period.

 

30   CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT  


 

Notes to Financial Statements

 

 

The following is a summary of the inputs used in valuing the Fund’s holdings at fair value:

 

      LEVEL 1      LEVEL 2      LEVEL 3      TOTAL  
Assets:            

Corporate Bonds

   $       $ 512,537,326       $                 —       $ 512,537,326   

Convertible Bonds

             507,459,430                 507,459,430   

U.S. Government and Agency Securities

             620,144                 620,144   

Synthetic Convertible Securities (Corporate Bonds)

             149,472,209                 149,472,209   

Synthetic Convertible Securities (U.S. Government and Agency Securities)

             180,041                 180,041   

Synthetic Convertible Securities (Purchased Options)

     26,410,000                         26,410,000   

Convertible Preferred Stocks

     103,630,250         63,123,571                 166,753,821   

Common Stocks U.S.

     27,066,134                         27,066,134   

Short Term Investment

     36,893,145                         36,893,145   
  

 

 

 
Total    $ 193,999,529       $ 1,233,392,721       $       $ 1,427,392,250   
  

 

 

 
Liabilities:            

Interest Rate Swaps

   $       $ 480,899       $       $ 480,899   
  

 

 

 
Total    $       $ 480,899       $       $ 480,899   
  

 

 

 

 

  CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT     31   


 

Financial Highlights

 

 

Selected data for a share outstanding throughout each year were as follows:

 

    Year Ended October 31,  
     2014     2013     2012     2011     2010  

Net asset value, beginning of year

    $13.89        $13.08        $12.72        $13.03        $11.92   

Income from investment operations:

         

Net investment income (loss)*

    0.79        0.83        0.86        0.91        0.96   

Net realized and unrealized gain (loss)

    0.69        1.00        0.52        (0.20     1.17   

Total from investment operations

    1.48        1.83        1.38        0.71        2.13   

Less distributions to common shareholders from:

         

Net investment income

    (1.13     (1.02     (1.02     (0.86     (1.02

Return of capital

                         (0.16       

Total distributions

    (1.13     (1.02     (1.02     (1.02     (1.02

Capital charge resulting from issuance of common and preferred shares and related offering costs

           (a)      (a)      (a)      (a) 

Premiums from shares sold in at the market offerings

                         (a)      (a) 

Net asset value, end of year

    $14.24        $13.89        $13.08        $12.72        $13.03   

Market value, end of year

    $14.47        $12.85        $12.43        $11.96        $13.19   

Total investment return based on:(b)

         

Net asset value

    11.22%        15.13%        11.66%        5.80%        18.88%   

Market value

    22.16%        12.08%        12.85%        (1.73 )%      30.29%   

Net assets, end of year (000)

    $1,029,902        $1,002,318        $943,813        $917,539        $921,278   

Ratios to average net assets applicable to common shareholders:

         

Net expenses

    1.47%        1.50%        1.60%        1.61%        1.73%   

Gross expenses prior to expense reductions and earnings credits

    1.47%        1.50%        1.60%        1.64%        1.79%   

Net expenses, excluding interest expense

    1.18%        1.17%        1.16%        1.20%        1.20%   

Net investment income (loss)

    5.57%        6.18%        6.70%        6.99%        7.75%   

Portfolio turnover rate

    35%        62%        54%        42%        39%   

Average commission rate paid

    $0.0292        $0.0288        $0.0214        $0.0211        $—   

Asset coverage per $1,000 of loan outstanding(c)

    $3,575        $3,538        $4,006        $3,922        $4,412   

 

* Net investment income allocated based on average shares method.

 

(a) Amount equated to less than $0.005 per common share.

 

(b) Total investment return is calculated assuming a purchase of common stock on the opening of the first day and a sale on the closing of the last day of the period reported. Dividends and distributions are assumed, for purposes of this calculation, to be reinvested at prices obtained under the Fund’s dividend reinvestment plan. Total return is not annualized for periods less than one year. Brokerage commissions are not reflected. NAV per share is determined by dividing the value of the Fund’s portfolio securities, cash and other assets, less all liabilities, by the total number of common shares outstanding. The common share market price is the price the market is willing to pay for shares of the Fund at a given time. Common share market price is influenced by a range of factors, including supply and demand and market conditions.

 

(c) Calculated by subtracting the Fund’s total liabilities (not including Notes payable) from the Fund’s total assets and dividing this by the amount of notes payable outstanding, and by multiplying the result by 1,000.

 

32   CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT  


 

Report of Independent Registered Public Accounting Firm

 

 

To the Shareholders and Board of Trustees of Calamos Convertible and High Income Fund

We have audited the accompanying statement of assets and liabilities of Calamos Convertible and High Income Fund (the “Fund”), including the schedule of investments, as of October 31, 2014, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2014, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Calamos Convertible and High Income Fund as of October 31, 2014, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

LOGO

December 17, 2014

 

  CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT     33   


 

Trustee Approval of the Management Agreement    (Unaudited)

 

 

The Board of Trustees of the Fund oversees the management of the Fund, and, as required by law, determines annually whether to continue the Fund’s management agreement with Calamos Advisors (the “Adviser”) pursuant to which the Adviser serves as the investment manager and administrator for the Fund. The “Independent Trustees,” who comprise more than 80% of the Board, have never been affiliated with the Adviser.

In connection with their most recent consideration regarding the continuation of the management agreement, the Trustees received and reviewed a substantial amount of information provided by the Adviser in response to detailed requests of the Independent Trustees and their independent legal counsel. In the course of their consideration of the agreement, the Independent Trustees were advised by their counsel and, in addition to meeting with management of the Adviser, they met separately in executive session with their counsel.

At a meeting held on June 26, 2014, based on their evaluation of the information referred to above and other information, the Trustees determined that the overall arrangements between the Fund and the Adviser were fair and reasonable in light of the nature, extent and quality of the services provided by the Adviser and its affiliates, the fees charged for those services and other matters that the Trustees considered relevant in the exercise of their business judgment. At that meeting, the Trustees, including all of the Independent Trustees, approved the continuation of the management agreement through July 31, 2015, subject to possible earlier termination as provided in the agreement.

In connection with its consideration of the management agreement, the Board considered, among other things: (i) the nature, extent and quality of the Adviser’s services, (ii) the investment performance of the Fund as well as performance information for comparable funds and other comparable clients of the Adviser, (iii) the fees and other expenses paid by the Fund as well as expense information for comparable funds and for other, comparable clients of the Adviser, (iv) the profitability of the Adviser and its affiliates from their relationship with the Fund, (v) the extent to which economies of scale may apply, and (vi) other benefits to the Adviser from its relationship with the Fund. In the Board’s deliberations, no single factor was responsible for the Board’s decision to approve continuation of the management agreement, and each Trustee may have afforded different weight to the various factors.

Nature, Extent and Quality of Services.  The Board’s consideration of the nature, extent and quality of the Adviser’s services to the Fund took into account the knowledge gained from the Board’s meetings with the Adviser throughout the years. In addition, the Board considered: the Adviser’s long-term history of managing the Fund; the consistency of investment approach; the background and experience of the Adviser’s investment personnel responsible for managing the Fund; and the Adviser’s performance as administrator of the Fund, including, among other things, in the areas of brokerage selection, trade execution, compliance and shareholder communications. The Board also reviewed the Adviser’s resources and key personnel involved in providing investment management services to the Fund. The Board noted the personal investments that the Adviser’s key investment personnel have made in the Fund, which further aligns the interests of the Adviser and its personnel with those of the Fund’s shareholders. In addition, the Board considered compliance reports about the Adviser from the Fund’s Chief Compliance Officer. The Board concluded that the nature, extent and quality of the services provided by the Adviser to the Fund were appropriate and consistent with the management agreements and that the Fund was likely to continue to benefit from services provided under its management agreement with the Adviser.

Investment Performance of the Fund.  The Board considered the Fund’s investment performance over various time periods, including how the Fund performed compared to the median performance of a group of comparable funds (the Fund’s “Category”) selected by Morningstar, an independent, third party service provider (“Morningstar”). The performance periods considered by the Board ended on March 31, 2014. Where available, the Board considered one-, three-, five- and ten-year performance.

The Board considered that the Fund outperformed its Category median during the three-, five-, and ten-year periods, and that the Fund’s performance equaled its Category median during the one-year period.

For the reasons noted above, the Board concluded that continuation of the management agreement for the Fund was in the best interest of the Fund and its shareholders.

Costs of Services Provided and Profits Realized by the Adviser.  Using information provided by Morningstar, the Board evaluated the Fund’s actual management fee rate compared to the median management fee rate for other mutual funds similar in size, character and investment strategy (the Fund’s “Expense Group”), and the Fund’s total expense ratio compared to the median total expense ratio of the Fund’s Expense Group.

 

34   CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT  


 

Trustee Approval of the Management Agreement    (Unaudited)

 

 

The Board considered that the Fund’s management fee rate and total expense ratio, which reflects the total fees paid by an investor, are both lower than the respective medians of the Fund’s Expense Group. The Board, in its consideration of expenses, also took into account its review of the Fund’s performance.

The Board also reviewed the Adviser’s management fee rates for its institutional separate accounts and for its sub-advised funds (for which the Adviser provides portfolio management services only). The Board took into account the Adviser’s assertion that although, generally, the rates of fees paid by institutional clients were lower than the rates of fees paid by the Fund, the differences reflected the Adviser’s greater level of responsibilities and significantly broader scope of services regarding the Fund, the more extensive regulatory obligations and risks associated with managing the Fund, and other financial considerations with respect to the Fund.

The Board also considered the Adviser’s costs in serving as the Fund’s investment adviser and manager, including costs associated with technology, infrastructure and compliance necessary to manage the Fund. The Board reviewed the Adviser’s methodology for allocating costs among the Adviser’s lines of business. The Board also considered information regarding the structure of the Adviser’s compensation program for portfolio managers, analysts and certain other employees and the relationship of such compensation to the attraction and retention of quality personnel. Finally, the Board reviewed information on the profitability of the Adviser in serving as the Fund’s investment manager and of the Adviser and its affiliates in all of their relationships with the Fund, as well as an explanation of the methodology utilized in allocating various expenses among the Fund and the Adviser’s other business units. Data was provided to the Board with respect to profitability, both on a pre- and post-marketing cost basis. The Board also reviewed the annual report of the Adviser’s parent company and discussed its corporate structure.

After its review of all the matters addressed, including those outlined above, the Board concluded that the rate of management fee paid by the Fund to the Adviser, in light of the nature and quality of the services provided, was reasonable and in the best interests of the Fund’s shareholders.

Economies of Scale and Fee Levels Reflecting Those Economies.  In reviewing the Fund’s fees and expenses, the Trustees examined the potential benefits of economies of scale and whether any economies of scale should be reflected in the Fund’s fee structure. They noted that the Fund is a closed-end fund, and has therefore had a relatively stable asset base since commencement of operations and that there do not appear to have been any significant economies of scale realized since that time.

Other Benefits Derived from the Relationship with the Fund.  The Board considered other benefits that accrue to the Adviser and its affiliates from their relationship with the Fund. The Board also considered the Adviser’s use of a portion of the commissions paid by the Fund on its portfolio brokerage transactions to obtain research products and services benefiting the Fund and/or other clients of the Adviser.

After full consideration of the above factors as well as other factors that were instructive in their consideration, the Trustees, including all of the Independent Trustees, concluded that the continuation of the management agreement with the Adviser was in the best interest of the Fund and its shareholders.

 

  CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT     35   


 

Tax Information    (Unaudited)

 

 

We are providing this information as required by the Internal Revenue Code (Code). The amounts shown may differ from those elsewhere in this report due to differences between tax and financial reporting requirements. In February 2015, shareholders will receive Form 1099-DIV which will include their share of qualified dividends and capital gains distributed during the calendar year 2014. Shareholders are advised to check with their tax advisors for information on the treatment of these amounts on their individual income tax returns.

Under Section 854(b)(2) of the Code, the Fund hereby designates $2,255,124 or the maximum amount allowable under the Code, as qualified dividends for the fiscal year ended October 31, 2014.

Under Section 854(b)(2) of the Code, the Fund hereby designates 3.14% of the ordinary income dividends as income qualifying for the corporate dividends received deduction for the fiscal year ended October 31, 2014.

 

36   CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT  


 

Trustees and Officers    (Unaudited)

 

 

The management of the Fund, including general supervision of the duties performed for the Fund under the investment management agreement between the Fund and Calamos Advisors, is the responsibility of its board of trustees. Each trustee elected will hold office for the terms noted below or until such trustee’s earlier resignation, death or removal; however, each trustee who is not an interested person of the Fund shall retire as a trustee at the end of the calendar year in which the trustee attains the age of 75 years.

The following table sets forth each trustee’s name, age at October 31, 2014, position(s) with the Fund, number of portfolios in the Calamos Fund Complex overseen, principal occupation(s) during the past five years and other directorships held, and date first elected or appointed.

 

NAME AND AGE    POSITION(S) WITH FUND    PORTFOLIOS IN
FUND COMPLEX^
OVERSEEN
  

PRINCIPAL OCCUPATION(S)

DURING THE PAST 5 YEARS

AND OTHER DIRECTORSHIPS

Trustees who are interested persons of the Fund:
John P. Calamos, Sr., 74*   

Trustee and President (since 1988)

Term Expires 2017

   25    Chairman, CEO, and Global Co-Chief Investment Officer, Calamos Asset Management, Inc. (“CAM”), Calamos Investments LLC (“CILLC”), Calamos Advisors LLC and its predecessor (“Calamos Advisors”) and Calamos Wealth Management LLC (“CWM”), and previously Chief Executive Officer, Calamos Financial Services LLC and its predecessor (“CFS”) (until 2013); Director, CAM
Trustees who are not interested persons of the Fund:
Weston W. Marsh, 64   

Trustee (since 2002)

Term Expires 2016

   25    Of Counsel and, until December 31, 2005, Partner, Freeborn & Peters LLP (law firm)
John E. Neal, 64   

Trustee (since 2001)

Term Expires 2015

   25    Private investor; Director, Equity Residential Trust (publicly-owned REIT) and Creation Investment (private international microfinance company); Partner, Linden LLC (health care private equity)
William R. Rybak, 63   

Trustee (since 2002)

Term Expires 2017

   25    Private investor; Director, Christian Brothers Investment Services Inc. (since February 2010); Director, Private Bancorp (since December 2003); formerly Executive Vice President and Chief Financial Officer, Van Kampen Investments, Inc. and subsidiaries (investment manager); Director, Howe Barnes Hoefer & Arnett (until March 2011); Trustee, JNL Series Trust, JNL Investors Series Trust and JNL Variable Fund LLC**; Trustee, Lewis University (since October 2012)
Stephen B. Timbers, 70   

Trustee (since 2004); Lead Independent Trustee (since 2005)

Term Expires 2016

   25    Private investor
David D. Tripple, 70   

Trustee (since 2006)

Term Expires 2015

   25    Private investor; Trustee, Century Growth Opportunities Fund (since 2010), Century Shares Trust and Century Small Cap Select Fund (since January 2004)***

 

* Mr. Calamos is an “interested person” of the Fund as defined in the 1940 Act because he is an officer of the Fund and an affiliate of Calamos Advisors and CFS.

 

** Overseeing 104 portfolios in fund complex.

 

*** Overseeing three portfolios in fund complex.

 

^ The Fund Complex consists of CALAMOS Investment Trust, CALAMOS Advisors Trust, CALAMOS ETF Trust CALAMOS Convertible Opportunities and Income Fund, CALAMOS Convertible and High Income Fund, CALAMOS Strategic Total Return Fund, CALAMOS Global Total Return Fund CALAMOS Global Dynamic Income Fund and CALAMOS Dynamic Convertible and Income Fund.

The address of each trustee is 2020 Calamos Court, Naperville, Illinois 60563.

 

  CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT     37   


 

Trustees and Officers    (Unaudited)

 

 

Officers.  The preceding table gives information about John P. Calamos, Sr., who is President and CEO of the Fund. The following table sets forth each other officer’s name, age at October 31, 2014, position with the Fund and date first appointed to that position, and principal occupation(s) during the past five years. Each officer serves until his or her successor is chosen and qualified or until his or her resignation or removal by the board of trustees.

 

NAME AND AGE    POSITION(S) WITH FUND    PRINCIPAL OCCUPATION(S)
DURING THE PAST 5 YEARS
Gary D. Black, 54   

Vice President

(since September 2012)

   Executive Vice President, Global Co-Chief Investment Officer (since August 2012), CAM, CILLC, Calamos Advisors, and CWM; prior thereto CEO, Chief Investment Officer and Founding Member of Black Capital (2009-2012); prior thereto, CEO of Janus Capital Group (2006-2009)
Nimish S. Bhatt, 51    Vice President and Chief Financial Officer (since 2007)    Senior Vice President (since 2004), Chief Financial Officer (since May 2011), Head of Fund Administration (since November 2011), CAM, CILLC, Calamos Advisors, CWM; Director, Calamos Global Funds plc (since 2007); prior thereto Director of Operations (2004-2011)
Curtis Holloway, 47   

Treasurer (since 2010), Prior thereto Assistant Treasurer

(2007-2010)

   Vice President, Fund Administration, (since 2013) Calamos Advisors; Vice President, Financial Operation Principal and Head of Fund Administration (since 2013), CFS; Treasurer of Calamos Investment Trust, Calamos Advisors Trust, CHI, CHY, CSQ, CGO and CHW (since June 2010); prior thereto Assistant Treasurer (2007-2010)
Robert Behan, 49    Vice President (since September 2013)    Executive Vice President, Head of Global Distribution (since April 2013), CFS; prior thereto Senior Vice President (2009-2013), Head of Global Distribution (March 2013-April 2013); prior thereto Head of US Intermediary Distribution (2010-2013); prior thereto Head of Strategic Partners Team (2010-2010); prior thereto National Accounts/Retirement Services (2009-2010); prior thereto Vice President, Director of Retirement Services (2008-2009)
J. Christopher Jackson, 63   

Vice President and Secretary

(since 2010)

   Senior Vice President, General Counsel and Secretary, CAM, CILLC, Calamos Advisors and CFS (since 2010); Director, Calamos Global Funds plc (since 2011); Director, Calamos Arista Strategic Master Fund Ltd. and Calamos Arista Strategic Fund Ltd. (since 2013); prior thereto Director, U.S. Head of Retail Legal and Co-Global Head of Retail Legal of Deutsche Bank AG (2006-2010);
Mark J. Mickey, 63   

Chief Compliance Officer

(since 2005)

   Chief Compliance Officer, Calamos Funds (since 2005)

The address of each officer is 2020 Calamos Court, Naperville, Illinois 60563.

Results of Annual Meeting

The Fund held its annual meeting of shareholders on June 25, 2014. The purpose of the annual meeting was to elect two trustees to the Fund’s board of trustees for a three-year term, or until the trustee’s successor is duly elected and qualified, and to conduct any other lawful business of the Fund. Mr. John P. Calamos, Sr. and Mr. William R. Rybak were nominated for reelection as trustees, and were elected as such by a plurality vote as follows:

 

TRUSTEE NOMINEE    VOTES FOR        VOTES WITHHELD        BROKER NON-
VOTES AND ABSTENTIONS
 
John P. Calamos, Sr.      62,626,512           1,076,721           0   
William R. Rybak      62,539,749           1,163,484           0   

Messrs. Marsh, Neal, Timbers and Tripple’s terms of office as trustees continued after the meeting.

 

38   CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT  


 

About Closed-End Funds

 

 

What is a Closed-End Fund?

A closed-end fund is a publicly traded investment company that raises its initial investment capital through the issuance of a fixed number of shares to investors in a public offering. Shares of a closed-end fund are listed on a stock exchange or traded in the over-the-counter market. Like all investment companies, a closed-end fund is professionally managed and offers investors a unique investment solution based on its investment objective approved by the fund’s Board of Directors.

Potential Advantages of Closed-End Fund Investing

 

Defined Asset Pool Allows Efficient Portfolio Management—Although closed-end fund shares trade actively on a securities exchange, this doesn’t affect the closed-end fund manager because there are no new investors buying into or selling out of the fund’s portfolio.

 

 

More Flexibility in the Timing and Price of Trades—Investors can purchase and sell shares of closed-end funds throughout the trading day, just like the shares of other publicly traded securities.

 

 

Lower Expense Ratios—The expense ratios of closed-end funds are oftentimes less than those of mutual funds. Over time, a lower expense ratio could enhance investment performance.

 

 

Closed-End Structure Makes Sense for Less-Liquid Asset Classes—A closed-end structure makes sense for investors considering less-liquid asset classes, such as high-yield bonds or micro-cap stocks.

 

 

Ability to Put Leverage to Work—Closed-end funds may issue senior securities (such as preferred shares or debentures) or borrow money to “leverage” their investment positions.

 

 

No Minimum Investment Requirements

OPEN-END MUTUAL FUNDS VERSUS CLOSED-END FUNDS

 

OPEN-END FUND    CLOSED-END FUND
Issues new shares on an ongoing basis    Generally issues a fixed number of shares
Issues common equity shares    Can issue common equity shares and senior securities such as preferred shares and bonds
Sold at NAV plus any sales charge    Price determined by the marketplace
Sold through the fund’s distributor    Traded in the secondary market
Fund redeems shares at NAV calculated at the close of business day    Fund does not redeem shares
      

You can purchase or sell common shares of closed-end funds daily. Like any other stock, market price will fluctuate with the market. Upon sale, your shares may have a market price that is above or below net asset value and may be worth more or less than your original investment. Shares of closed-end funds frequently trade at a discount, which is a market price that is below their net asset value.

Leverage creates risks which may adversely affect return, including the likelihood of greater volatility of net asset value and market price of common shares and fluctuations in the variable rates of the leverage financing.

Each open-end or closed-end fund should be evaluated individually. Before investing carefully consider the fund’s investment objectives, risks, charges and expenses.

 

  CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT     39   


 

Level Rate Distribution Policy

 

 

Using a Level Rate Distribution Policy to Promote Dependable Income and Total Return

The goal of the level rate distribution policy is to provide investors a predictable, though not assured, level of cash flow, which can either serve as a stable income stream or, through reinvestment, may contribute significantly to long-term total return.

We understand the importance that investors place on the stability of dividends and their ability to contribute to long-term total return, which is why we have instituted a level rate distribution policy for the Fund. Under the policy, monthly distributions paid may include net investment income, net realized short-term capital gains and, if necessary, return of capital. In addition, a limited number of distributions per calendar year may include net realized long-term capital gains. There is no guarantee that the Fund will realize capital gains in any given year. Distributions are subject to re-characterization for tax purposes after the end of the fiscal year. All shareholders with taxable accounts will receive written notification regarding the components and tax treatment for distributions via Form 1099-DIV.

Distributions from the Fund are generally subject to Federal income taxes. For purposes of maintaining the level rate distribution policy, the Fund may realize short-term capital gains on securities that, if sold at a later date, would have resulted in long-term capital gains. Maintenance of a level rate distribution policy may increase transaction and tax costs associated with the Fund.

 

 

Automatic Dividend Reinvestment Plan

 

Maximizing Investment with an Automatic Dividend Reinvestment Plan

The Automatic Dividend Reinvestment Plan offers a simple, cost-efficient and convenient way to reinvest your dividends and capital gains distributions in additional shares of the Fund, allowing you to increase your investment in the Fund.

Potential Benefits

 

Compounded Growth: By automatically reinvesting with the Plan, you gain the potential to allow your dividends and capital gains to compound over time.

 

 

Potential for Lower Commission Costs: Additional shares are purchased in large blocks, with brokerage commissions shared among all plan participants. There is no cost to enroll in the Plan.

 

 

Convenience: After enrollment, the Plan is automatic and includes detailed statements for participants. Participants can terminate their enrollment at any time.

Pursuant to the Plan, unless a shareholder is ineligible or elects otherwise, all dividend and capital gains on common shares distributions are automatically reinvested by Computershare, as agent for shareholders in administering the Plan (“Plan Agent”), in additional common shares of the Fund. Shareholders who elect not to participate in the Plan will receive all dividends and distributions payable in cash paid by check mailed directly to the shareholder of record (or, if the shares are held in street or other nominee name, then to such nominee) by Plan Agent, as dividend paying agent. Shareholders may elect not to participate in the Plan and to receive all dividends and distributions in cash by sending written instructions to the Plan Agent, as dividend paying agent, at: Dividend Reinvestment Department, P.O. Box 358016, Pittsburgh, PA 15252. Participation in the Plan is completely voluntary and may be terminated or resumed at any time without penalty by giving notice in writing to the Plan Agent; such termination will be effective with respect to a particular dividend or distribution if notice is received prior to the record date for the applicable distribution.

The shares are acquired by the Plan Agent for the participant’s account either (i) through receipt of additional common shares from the Fund (“newly issued shares”) or (ii) by purchase of outstanding common shares on the

 

40   CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT  


 

Automatic Dividend Reinvestment Plan

 

 

open market (“open-market purchases”) on the NASDAQ or elsewhere. If, on the payment date, the net asset value per share of the common shares is equal to or less than the market price per common share plus estimated brokerage commissions (a “market premium”), the Plan Agent will receive newly issued shares from the Fund for each participant’s account. The number of newly issued common shares to be credited to the participant’s account will be determined by dividing the dollar amount of the dividend or distribution by the greater of (i) the net asset value per common share on the payment date, or (ii) 95% of the market price per common share on the payment date.

If, on the payment date, the net asset value per common share exceeds the market price plus estimated brokerage commissions (a “market discount”), the Plan Agent has a limited period of time to invest the dividend or distribution amount in shares acquired in open-market purchases. The weighted average price (including brokerage commissions) of all common shares purchased by the Plan Agent as Plan Agent will be the price per common share allocable to each participant. If the Plan Agent is unable to invest the full dividend amount in open-market purchases during the purchase period or if the market discount shifts to a market premium during the purchase period, the Plan Agent will cease making open-market purchases and will invest the uninvested portion of the dividend or distribution amount in newly issued shares at the close of business on the last purchase date.

The automatic reinvestment of dividends and distributions will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such dividends even though no cash is received by participants.

There are no brokerage charges with respect to shares issued directly by the Fund as a result of dividends or distributions payable either in shares or in cash. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open-market purchases in connection with the reinvestment of dividends or distributions. If a participant elects to have the Plan Agent sell part or all of his or her common shares and remit the proceeds, such participant will be charged his or her pro rata share of brokerage commissions on the shares sold, plus a $15 transaction fee. There is no direct service charge to participants in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants.

A participant may request the sale of all of the common shares held by the Plan Agent in his or her Plan account in order to terminate participation in the Plan. If such participant elects in advance of such termination to have the Plan Agent sell part or all of his shares, the Plan Agent is authorized to deduct from the proceeds a $15.00 fee plus the brokerage commissions incurred for the transaction. A participant may re-enroll in the Plan in limited circumstances.

The terms and conditions of the Plan may be amended by the Plan Agent or the Fund at any time upon notice as required by the Plan.

This discussion of the Plan is only summary, and is qualified in its entirety by the Terms and Conditions of the Dividend Reinvestment Plan filed as part of the Fund’s registration statement.

For additional information about the Plan, please contact the Plan Agent, Computershare, at 866.226.8016. If you wish to participate in the Plan and your shares are held in your own name, simply call the Plan Agent. If your shares are not held in your name, please contact your brokerage firm, bank, or other nominee to request that they participate in the Plan on your behalf. If your brokerage firm, bank, or other nominee is unable to participate on your behalf, you may request that your shares be re-registered in your own name.

We’re pleased to provide our shareholders with the additional benefit of the Fund’s Dividend Reinvestment Plan and hope that it may serve your financial plan.

 

  CALAMOS CONVERTIBLE AND HIGH INCOME FUND ANNUAL REPORT     41   


MANAGING YOUR CALAMOS FUNDS INVESTMENTS

Calamos Investments offers several convenient means to monitor, manage and feel confident about your Calamos investment choice.

 

PERSONAL ASSISTANCE: 800.582.6959

Dial this toll-free number to speak with a knowledgeable Client Services Representative who can help answer questions or address issues concerning your Calamos Fund.

 

YOUR FINANCIAL ADVISOR

We encourage you to talk to your financial advisor to determine how the Calamos Funds can benefit your investment portfolio based on your financial goals, risk tolerance, time horizon and income needs.

 

LOGO

 

STAY CONNECTED

www.calamos.com

Visit our Web site for timely fund performance, detailed fund profiles, fund news and insightful market commentary.

 


A description of the Calamos Proxy Voting Policies and Procedures and the Fund’s proxy voting record for the 12-month period ended June 30, 2014, are available free of charge upon request by calling 800.582.6959, by visiting the Calamos Web site at www.calamos.com, by writing Calamos at: Calamos Investments, Attn: Client Services, 2020 Calamos Court, Naperville, IL 60563. The Fund’s proxy voting record is also available free of charge by visiting the SEC Web site at www.sec.gov.

The Fund files its complete list of portfolio holdings with the SEC for the first and third quarters each fiscal year on Form N-Q . The Forms N-Q are available free of charge, upon request, by calling or writing Calamos Investments at the phone number or address provided above or by visiting the SEC Web site at www.sec.gov. You may also review or, for a fee, copy the forms at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 800.732.0330.

The Fund’s report to the SEC on Form N-CSR contains certifications by the fund’s principal executive officer and principal financial officer as required by Rule 30a-2(a) under the 1940 Act, relating to, among other things, the quality of the Fund’s disclosure controls and procedures and internal control over financial reporting.

FOR 24-HOUR AUTOMATED SHAREHOLDER ASSISTANCE: 866.226.8016

TO OBTAIN INFORMATION ABOUT YOUR INVESTMENTS: 800.582.6959

VISIT OUR WEB SITE: www.calamos.com

INVESTMENT ADVISER:

Calamos Advisors LLC

2020 Calamos Court

Naperville, IL 60563-2787

CUSTODIAN AND FUND ACCOUNTING AGENT:

State Street Bank and Trust Company

Boston, MA

TRANSFER AGENT:

Computershare

P.O. Box 30170

College Station, TX 77842-3170

866.226.8016

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM:

Deloitte & Touche LLP

Chicago, IL

LEGAL COUNSEL:

K&L Gates LLP

Chicago, IL

Washington, DC

 

 

 

 

 

LOGO

2020 Calamos Court

Naperville, IL 60563-2787

800.582.6959

www.calamos.com

© 2014 Calamos Investments LLC. All Rights Reserved.

Calamos® and Calamos Investments® are registered

trademarks of Calamos Investments LLC.

CHYANR 1791 2014

 


ITEM 2. CODE OF ETHICS.

(a) As of the end of the period covered by this report, the registrant has adopted a code of ethics (the “Code of Ethics”) that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or person performing similar functions.

(b) No response required.

(c) The registrant has not amended its Code of Ethics as it relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item 2 during the period covered by this report.

(d) The registrant has not granted a waiver or an implicit waiver from its Code of Ethics during the period covered by this report.

(e) Not applicable.

(f) (1) The registrant’s Code of Ethics is attached as an Exhibit hereto.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The registrant’s Board of Trustees has determined that, for the period covered by the shareholder report presented in Item 1 hereto, it has four audit committee financial experts serving on its audit committee, each of whom is an independent Trustee for purpose of this N-CSR item: John E. Neal, William R. Rybak, Stephen B. Timbers and David D. Tripple. Under applicable securities laws, a person who is determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert pursuant to this Item. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations and liabilities imposed on such person as a member of audit committee and board of directors in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert pursuant to this Item does not affect the duties, obligations, or liabilities of any other member of the audit committee or board of directors.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

Fiscal Years Ended

   10/31/2013      10/31/2014  

Audit Fees(a)

   $ 47,772       $ 37,542   

Audit-Related Fees(b)

   $ 30,967       $ 30,142   

Tax Fees(c)

   $ —         $ —     

All Other Fees(d)

   $ —         $ —     
  

 

 

    

 

 

 

Total

   $ 78,739       $ 67,684   
  

 

 

    

 

 

 

(a) Audit Fees are the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant to the registrant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

(b) Audit-Related Fees are the aggregate fees billed in each of the last two fiscal years for assurance and related services rendered by the principal accountant to the registrant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item 4.


(c) Tax Fees are the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant to the registrant for tax compliance, tax advice and tax planning.

(d) All Other Fees are the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant to the registrant, other than the services reported in paragraph (a)-(c) of this Item 4.

(e) (1) Registrant’s audit committee meets with the principal accountants and management to review and pre-approve all audit services to be provided by the principal accountants.

The audit committee shall pre-approve all non-audit services to be provided by the principal accountants to the registrant, including the fees and other compensation to be paid to the principal accountants; provided that the pre-approval of non-audit services is waived if (i) the services were not recognized by management at the time of the engagement as non-audit services,(ii) the aggregate fees for all non-audit services provided to the registrant are less than 5% of the total fees paid by the registrant to its principal accountants during the fiscal year in which the non-audit services are provided, and (iii) such services are promptly brought to the attention of the audit committee by management and the audit committee approves them prior to the completion of the audit.

The audit committee shall pre-approve all non-audit services to be provided by the principal accountants to the investment adviser or any entity controlling, controlled by or under common control with the adviser that provides ongoing services to the registrant if the engagement relates directly to the operations or financial reporting of the registrant, including the fees and other compensation to be paid to the principal accountants; provided that pre-approval of non-audit services to the adviser or an affiliate of the adviser is not required if (i) the services were not recognized by management at the time of the engagement as non-audit services, (ii) the aggregate fees for all non-audit services provided to the adviser and all entities controlling, controlled by or under common control with the adviser are less than 5% of the total fees for non-audit services requiring pre-approval under paragraph (e)(1)of this Item 4 paid by the registrant, the adviser or its affiliates to the registrant’s principal accountants during the fiscal year in which the non-audit services are provided, and (iii) such services are promptly brought to the attention of the audit committee by management and the audit committee approves them prior to the completion of the audit.

(e)(2) No percentage of the principal accountant’s fees or services described in each of paragraphs (b)–(d) of this Item were approved pursuant to the waiver provision paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) No disclosures are required by this Item 4(f).


(g) The following table presents the aggregate non-audit fees billed in each of the last two fiscal years for services rendered by the principal accountant to the registrant and the aggregate non-audit fees billed in each of the last two fiscal years for services rendered by the principal accountant to the investment adviser or any entity controlling, controlled by or under common control of the adviser.

 

Fiscal Years Ended

   10/31/2013      10/31/2014  

Registrant

   $ —         $ —     

Investment Adviser

   $ —         $ —     

(h) No disclosures are required by this Item 4(h).

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

The registrant has a separately-designated standing audit committee. The members of the registrant’s audit committee are Weston W. Marsh, John E. Neal, William R. Rybak, Stephen B. Timbers, and David D. Tripple.

ITEM 6. SCHEDULE OF INVESTMENTS

Included in the Report to Shareholders in Item 1.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

The registrant has delegated authority to vote all proxies relating to the Fund’s portfolio securities to the Fund’s investment advisor, Calamos Advisors LLC (“Calamos Advisors”). The Calamos Advisors Proxy Voting Policies and Procedures are included as an Exhibit hereto.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

(a)(1) As of the date of this filing, the registrant is led by a team of investment professionals. The Global Co-Chief Investment Officers and Co-Portfolio Managers are responsible for the day-to-day management of the registrant’s portfolio:

During the past five years, John P. Calamos, Sr. has been President and Trustee of the Trust and Chairman, CEO and Global Co-CIO of CALAMOS ADVISORS and its predecessor company. Gary D. Black became the Executive Vice President and Global Co-CIO of CALAMOS ADVISORS as of August 31, 2012. Mr. Black served as Chief Executive Officer and Chief Investment Officer, and was a Founding Member of Black Capital LLC from July 2009 until August 2012. Nick Niziolek joined CALAMOS ADVISORS in March 2005 and has been a Co-Portfolio Manager, Co-Head of Research since August 2013. Between March 2013 and August 2013 he was a Co-Portfolio Manager. Between March 2005 and March 2013 he was a senior strategy analyst. Jon Vacko joined CALAMOS ADVISORS in 2000 and has been a Co-Portfolio Manager, Co-Head of Research since August 2013. Previously, he was a Co-Head of Research and Investments from July 2010 to August 2013, prior thereto he was a senior strategy analyst between July 2002 and July 2010. Dennis Cogan joined CALAMOS ADVISORS in March 2005 and since March 2013 is a Co-Portfolio Manager. Between March 2005 and March 2013 he was a senior strategy analyst. John Hillenbrand joined CALAMOS ADVISORS in 2002 and since March 2013 is a Co-Portfolio Manager. Between August 2002 and March 2013 he was a senior strategy analyst. Jeremy Hughes joined CALAMOS ADVISORS in June 2013 as a Co-Portfolio Manager. Prior thereto, Mr. Hughes was a Vice President and Senior High Yield Portfolio Manager at Aviva Investors since 2008. Steve Klouda joined CALAMOS ADVISORS in 1994 and has been a Co-Portfolio Manager since March 2013. Between July 2002 and March 2013 he was a senior strategy analyst. Christopher Langs joined CALAMOS ADVISORS in June 2013 as a Co-Portfolio Manager. Prior thereto, Mr. Langs was a Vice President and Senior High Yield Portfolio Manager at Aviva Investors since 2006. Eli Pars joined CALAMOS ADVISORS in May 2013 as a Co-Portfolio Manager. Previously, he was a Portfolio Manager at Chicago Fundamental Investment Partners from February 2009 until November 2012. Prior thereto, Mr. Pars was President at Mulligan Partners LLC from October 2006 until February 2009. David Kalis joined CALAMOS ADVISORS in February 2013 and has been a Co-Portfolio Manager since March 2013. Previously, he was a Managing Partner at Charis Capital Management LLC from 2010 until 2013. Prior thereto, Mr. Kalis was Senior Vice President, Institutional Asset Management Group at Northern Trust Global Investments from 2006 to 2009.

(a)(2) The portfolio managers also have responsibility for the day-to-day management of accounts other than the registrant. Information regarding these other accounts is set forth below.


Other Accounts Managed and Assets by Account Type as of October 31, 2014

 

    Registered
Investment
Companies
     Other Pooled
Investment
Vehicles
     Other
Accounts
 
    Accounts    Assets      Accounts    Assets      Accounts    Assets  

John P. Calamos Sr.

  26      21,500,507,441       8      697,392,373       1,746      2,207,575,261   

Gary D. Black

  26      21,500,507,441       9      728,094,597       1,746      2,207,575,261   

John Hillenbrand

  21      16,999,227,528       8      697,392,373       1,746      2,207,575,261   

Steve Klouda

  21      16,999,227,528       8      697,392,373       1,746      2,207,575,261   

Jon Vacko

  19      16,709,925,560       7      684,695,125       1,746      2,207,575,261   

Dennis Cogan

  19      16,709,925,560       7      684,695,125       1,746      2,207,575,261   

Nick Niziolek

  19      16,709,925,560       7      684,695,125       1,746      2,207,575,261   

Eli Pars

  14      16,453,644,150       3      303,584,261       1,746      2,207,575,261   

Jeremy Hughes

  7      6,649,027,027       1      12,697,248       0      —     

Christopher Langs

  7      6,649,027,027       1      12,697,248       0      —     

David Kalis

  7      9,891,776,096       0      —         1,746      2,207,575,261   
Number of Accounts and Assets for which Advisory Fee is Performance Based as of October 31, 2014   
    Registered
Investment
Companies
     Other Pooled
Investment
Vehicles
     Other
Accounts
 
    Accounts    Assets      Accounts    Assets      Accounts    Assets  

John P. Calamos Sr.

  2      969,388,148       0      —         0      —     

Gary D. Black

  2      969,388,148       1      30,702,224       0      —     

John Hillenbrand

  2      969,388,148       0      —         0      —     

Steve Klouda

  2      969,388,148       0      —         0      —     

Jon Vacko

  2      969,388,148       0      —         0      —     

Dennis Cogan

  2      969,388,148       0      —         0      —     

Nick Niziolek

  2      969,388,148       0      —         0      —     

Eli Pars

  0      —         0      —         0      —     

Jeremy Hughes

  0      —         0      —         0      —     

Christopher Langs

  0      —         0      —         0      —     

David Kalis

  0      —         0      —         0      —     


(a)(2) Other than potential conflicts between investment strategies, the side-by-side management of both the Funds and other accounts may raise potential conflicts of interest due to the interest held by Calamos Advisors in an account and certain trading practices used by the portfolio managers (e.g., cross trades between a Fund and another account and allocation of aggregated trades). Calamos Advisors has developed policies and procedures reasonably designed to mitigate those conflicts. For example, Calamos Advisors will only place cross-trades in securities held by the Funds in accordance with the rules promulgated under the 1940 Act and has adopted policies designed to ensure the fair allocation of securities purchased on an aggregated basis. The allocation methodology employed by Calamos Advisors varies depending on the type of securities sought to be bought or sold and the type of client or group of clients. Generally, however, orders are placed first for those clients that have given Calamos Advisors brokerage discretion (including the ability to step out a portion of trades), and then to clients that have directed Calamos Advisors to execute trades through a specific broker. However, if the directed broker allows Calamos Advisors to execute with other brokerage firms, which then book the transaction directly with the directed broker, the order will be placed as if the client had given Calamos Advisors full brokerage discretion. Calamos Advisors and its affiliates frequently use a “rotational” method of placing and aggregating client orders and will build and fill a position for a designated client or group of clients before placing orders for other clients.

A client account may not receive an allocation of an order if: (a) the client would receive an unmarketable amount of securities based on account size; (b) the client has precluded Calamos Advisors from using a particular broker; (c) the cash balance in the client account will be insufficient to pay for the securities allocated to it at settlement; (d) current portfolio attributes make an allocation inappropriate; and (e) account specific guidelines, objectives and other account specific factors make an allocation inappropriate. Allocation methodology may be modified when strict adherence to the usual allocation is impractical or leads to inefficient or undesirable results. Calamos Advisors’ head trader must approve each instance that the usual allocation methodology is not followed and provide a reasonable basis for such instances and all modifications must be reported in writing to the Calamos Advisors’ Chief Compliance Officer on a monthly basis.

Investment opportunities for which there is limited availability generally are allocated among participating client accounts pursuant to an objective methodology (i.e., either on a pro rata basis or using a rotational method, as described above). However, in some instances, Calamos Advisors may consider subjective elements in attempting to allocate a trade, in which case a Fund may not participate, or may participate to a lesser degree than other clients, in the allocation of an investment opportunity. In considering subjective criteria when allocating trades, Calamos Advisors is bound by its fiduciary duty to its clients to treat all client accounts fairly and equitably.

The Co-Portfolio Managers advise certain accounts under a performance fee arrangement. A performance fee arrangement may create an incentive for a Co-Portfolio Manager to make investments that are riskier or more speculative than would be the case in the absence of performance fees. A performance fee arrangement may result in increased compensation to the Co-Portfolio Managers from such accounts due to unrealized appreciation as well as realized gains in the client’s account.

(a)(3) As of October 31, 2014, John P. Calamos, Sr. and Gary D. Black, our Global Co-CIOs, receive all of their compensation from Calamos Advisors. Each has entered into an employment agreement that provides for compensation in the form of an annual base salary and a target bonus, both components payable in cash. Their target bonus is set at a percentage of the respective base salary. Similarly, there is a target for Long-Term Incentive (“LTI”) awards and that target is also set at a percentage of the respective base salaries.

As of October 31, 2014, Jon Vacko, John Hillenbrand, Steve Klouda, Eli Pars, Jeremy Hughes, Christopher Langs, Dennis Cogan, David Kalis and Nick Niziolek receive all of their compensation from Calamos Advisors. They each receive compensation in the form of an annual base salary, a discretionary bonus (payable in cash) and LTI awards. Each of these individuals has a bonus range of opportunity which is expressed as a percentage of base salary. Each of these individuals is also eligible for discretionary LTI awards based on individual and collective performance, however these awards are not guaranteed from year to year. LTI awards consist of restricted stock units or a combination of restricted stock units and stock options.

The amounts paid to all portfolio managers and the criteria utilized to determine the amounts are benchmarked against industry specific data provided by third party analytical agencies. The portfolio managers’ compensation structure does not differentiate between the Funds and other accounts managed by the portfolio managers, and is determined on an overall basis, taking into consideration annually the performance of the various strategies managed by the portfolio managers. Portfolio performance, as measured by risk-adjusted portfolio performance, is utilized to determine the target bonus, as well as overall performance of Calamos Advisors. All portfolio managers are eligible to receive annual equity awards in shares of Calamos Asset Management, Inc. under an incentive compensation plan.

Historically, the annual equity awards granted under the incentive compensation plan have been comprised of stock options and restricted stock units which vest over periods of time. Unless terminated early, the stock options have a ten-year term. Grants of restricted stock units and stock options must generally be approved by the Compensation Committee of the Board of Directors of Calamos Asset Management, Inc.

The compensation structure described above is also impacted by additional corporate objectives set by the Board of Directors of Calamos Asset Management, Inc., which for 2014 included investment performance, as measured annually by risk-adjusted performance of the investment strategies managed by Calamos Advisors over a blended short- and long-term measurement period; distribution effectiveness, as measured by redemption rates and net sales in products that are open to new investors; and financial performance, as measured by operating earnings and margin.


Portfolio Manager

   Registrant

John P. Calamos Sr.

   Over $1,000,000

Gary Black

   None

Dave Kalis

   None

Dennis Cogan

   None

Nick Niziolek

   None

John Hillenbrand

   None

Jeremy Hughes

   None

Steve Klouda

   None

Eli Pars

   None

Chris Langs

   None

Jon Vacko

   None

(b) Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No material changes.

ITEM 11. CONTROLS AND PROCEDURES.

a) The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s disclosure controls and procedures within 90 days of this filing and have concluded that the registrant’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and timely reported.

b) There were no changes in the registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12. EXHIBITS.

(a)(1) Code of Ethics

(a)(2)(i) Certification of Principal Executive Officer.

(a)(2)(ii) Certification of Principal Financial Officer.

(a)(2)(iii) Proxy Voting Policies and Procedures.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Calamos Convertible and High Income Fund

 

By:   /s/ John P. Calamos, Sr.
Name:   John P. Calamos, Sr.
Title:   Principal Executive Officer
Date:   December 23, 2014

 

By:   /s/ Nimish S. Bhatt
Name:   Nimish S. Bhatt
Title:   Principal Financial Officer
Date:   December 23, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:   /s/ John P. Calamos, Sr.
Name:   John P. Calamos, Sr.
Title:   Principal Executive Officer
Date:   December 23, 2014

 

By:   /s/ Nimish S. Bhatt
Name:   Nimish S. Bhatt
Title:   Principal Financial Officer
Date:   December 23, 2014