Introducing Calamos Dynamic Convertible and Income Fund (NASDAQ: CCD*)

Transcription

1 TIME-SENSITIVE MATERIALS Introducing Calamos Dynamic Convertible and Income Fund (NASDAQ: CCD*) A LIMITED TERM CLOSED-END FUND Wells Fargo Securities, BofA Merrill Lynch, Ameriprise Financial Services, Inc. and RBC Capital Markets are acting as the lead underwriters in connection with the proposed offering. MARCH 2015 OFFERING CLOSED-END FUND A DYNAMIC PORTFOLIO DESIGNED TO OFFER TOTAL RETURN THROUGH A COMBINATION OF CAPITAL APPRECIATION AND CURRENT INCOME BY INVESTING PRIMARILY IN A PORTFOLIO OF CONVERTIBLE AND INCOME PRODUCING SECURITIES. *It is anticipated that the Fund s common shares will be approved for listing on the NASDAQ Global Select Market, subject to notice of issuance, under the symbol CCD. No Prior History. Because the Fund is newly organized, its common shares have no history of public trading. Shares of closed-end investment companies frequently trade at a discount from their net asset value. The risk of loss due to the discount may be greater for initial investors expecting to sell their shares in a relatively short period after completion of the public offering. The Fund s portfolio may at times consist entirely or primarily of below investment grade securities. Below investment grade securities may include high-yield securities. High yield securities are regarded as having predominantly speculative characteristics with respect to the issuer s capacity to pay interest and repay principal. The information contained in this brochure and in the preliminary prospectus is not complete and may be changed. A registration statement (including a preliminary prospectus) relating to these securities has been filed with the Securities and Exchange Commission, but has not yet become effective. We may not sell these securities until the registration statement filed with the SEC is effective. Neither this brochure nor the preliminary prospectus is an offer to sell these securities and neither document is soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Before you invest, you should carefully read the preliminary prospectus, which accompanies this brochure, and consider the Fund s investment objective and policies, risk considerations, charges and expenses before investing. Once the registration statement is effective, you should read the Fund s final prospectus, which contains the information described above, carefully before investing. An investment in the Fund is not appropriate for all investors and is not intended to be a complete investment program. You may obtain these documents by visiting EDGAR on the SEC s website at Alternatively, the Fund, or any underwriter or dealer participating in the offering, will arrange to send you the preliminary prospectus, free of charge, if you request it by calling Capitalized terms not defined in this brochure have the meanings ascribed to them in the preliminary prospectus. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE

2 The Case for Convertibles Remains Strong Pioneering the use of convertible securities to manage risk, Calamos Investments has been an innovator in managing convertible closed-end funds. It is not simply the convertibles that make a strategy work, but how convertibles are managed to achieve a particular investment objective. John P. Calamos, Sr. Convertible securities may offer an opportunity for investors seeking income and risk-managed capital appreciation. As hybrid securities, convertible securities may offer:» equity characteristics that may help reduce interest rate sensitivity» a conversion feature that provides for equity market participation» underlying bond value that may help limit downside exposure in volatile markets» coupon income that offers a potential source of yield in a low-interest rate environment INDEX DEFINITIONS The BofA Merrill Lynch All U.S. Convertibles Index tracks the performance of U.S.-dollar-denominated convertible securities that are not currently in bankruptcy and have total market values of more than $50 million in issuance. The Barclays U.S. Government Credit Index includes Treasuries and agencies that represent the government portion of the index, and includes publicly issued U.S. corporate and foreign debentures and secured notes that meet specified maturity, liquidity and quality requirements. The Barclays Capital U.S. Aggregate Bond Index is an unmanaged index considered representative of the U.S. investment-grade, fixed-rate bond market. The S&P 500 Index is generally considered representative of the U.S. stock market. The Credit Suisse High Yield Index is a broad-based index that tracks the performance of high-yield bonds. Indexes are unmanaged, do not reflect the deduction of fees or expenses, and are not available for direct investment. Each index discussed is comprised of different securities and asset classes. Different types of securities and asset classes have different characteristics, including with respect to guarantees, fluctuation of principal and/ or return, and tax features. For example, the U.S. Treasury indexes are comprised of securities that are issued by and guaranteed by the U.S. federal government as to principal and interest payments. These types of securities are less risky than the debt and equity securities that make up the other indexes listed. The performance of the Fund will differ, and may vary materially, from that of any index. Calamos Investments LLC, referred to herein as Calamos Investments, is a financial services company offering such services through its subsidiaries: Calamos Advisors LLC, Calamos Wealth Management LLC, Calamos Investments LLP and Calamos Financial Services LLC. Past performance is no guarantee of future results. Convertible securities entail special risks. See the back cover for additional information.

3 The Potential Benefits of Convertibles» Income with reduced vulnerability to rising interest rates. Convertibles may provide coupon income while their equity characteristics have typically made convertibles less sensitive to interest rates than Treasury bonds and broad fixed income indexes. 1» Potential for enhanced capital appreciation for all market environments. On a total return basis, convertibles tended to outperform traditional fixed-income asset classes over the 20- year period ending 12/31/ » Equity upside participation. Convertibles may participate in the growth of their underlying stocks 3 (due to a conversion feature).» Potential downside protection. Convertibles generally offered lower-volatility equity participation, 4 as fixed-income characteristics 5 may provide a floor when equities move downward. What is a Convertible?» A security that can generally be exchanged or converted into a specific number of shares of common stock if the conversion feature is triggered» Classified as a debt instrument because it pays interest and has a maturity date Equity Characteristics» As an equity-sensitive security, a convertible can participate in the upside of its underlying equity Fixed Income Characteristics» Represents a debt obligation of the issuing company» Generally issued at a par value of $1,000 with interest paid at a stated coupon rate» Typically offers a lower coupon rate than non-convertibles in exchange for potential upside equity participation through a conversion feature Actively managing convertible securities may enhance their potential benefits. BECAUSE OF THEIR HYBRID CHARACTERISTICS, ACTIVELY MANAGED CONVERTIBLES CAN ENHANCE A PORTFOLIO UPSIDE POTENTIAL When the underlying stock 3 rises, convertibles may capture a portion of the capital appreciation DOWNSIDE PROTECTION If the underlying stock price drops, convertibles may provide consistent income and other fixed income characteristics 5 (e.g., principal repayment) 1 Source: Morningstar Direct and Bloomberg. Data as of 12/31/14. Rising rate environment periods from troughs to peak from October 1993 to December Source: Morningstar Direct. 3 Equity securities are subject to greater fluctuations in market value than other asset classes as a result of such factors as the issuer s business performance, investor perceptions, stock market trends and general economic conditions. See Equity Securities Risk on page 8 of this brochure. 4 State Street Corporation and Mellon Analytical Solutions, LLC. 5 Fixed income securities are subject to the risk of decreasing value in periods of increasing interest rates, as well as the risk that the issuer of such securities could be downgraded or default, causing the credit rating of the securities to drop and thus generally decreasing the value of such securities. See Fixed Income Securities Risk on page 8 of this brochure. 3

4 Convertibles Offer the Potential for Equity-Like Performance with Less Downside During rising interest rate environments, equities have historically outperformed traditional fixed income asset classes. 1 However, equities can be volatile, especially over the short term. Convertibles provide an alternative to straight equity or fixed income exposure, and may provide a lower-volatility equity solution. CONVERTIBLES HISTORICALLY OFFERED EQUITY-LIKE RETURNS WITH LOWER VOLATILITY 20-YEAR ANNUALIZED RETURN 18% 16% 14% 12% 10% 8% 6% 4% 2% Convertible Securities (ML VXA0) Stocks (S&P 500 Index) 0% 5% 7% 9% 11% 13% 15% 17% 19% 21% 23% 25% VOLATILITY (STANDARD DEVIATION) Over the 20-year period that ended 12/31/2014, convertibles:» delivered equity-like returns» experienced lower volatility than equities RISK/REWARD STATISTICS: 20-YEAR CONVERTIBLES STOCKS (VXA0) (S&P 500 INDEX) Annualized return 9.11% 9.85% Standard deviation 12.70% 15.15% 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 and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than their original cost. There is no assurance the Fund will achieve or maintain its investment objective. Source: State Street Corporation and Mellon Analytical Solutions, LLC. Data from the 20-year period from 1/1/95 to 12/31/2014. Stocks are represented by the S&P 500 Index and convertible securities are represented by the BofA Merrill Lynch All U.S. Convertibles Index (VXA0). SIGNIFICANT CONVERTIBLES EXPERIENCE Our legacy in convertibles traces to the 1970s. We have amassed a depth of proprietary resources and experience. John P. Calamos, Sr. develops proprietary convertible bond strategy to manage risk 1979 Inception of Calamos Convertible Composite* 1988 John P. Calamos, Sr. publishes first of two books on convertible securities 1996 Launches global lower-volatility equity strategy 2002 Launches the first of five multi-asset convertible closed-end funds, which total $6.2 billion AUM as of 12/31/ Build out of high yield team 2012 Added dedicated long/short equity team 1970s 1980s 1990s 2000s 2010s Launches one of the first convertible mutual funds that has over $1.3 billion AUM as of 12/31/2014 Launches one of the first liquid alternative mutual funds, leveraging our convertible experience 1994 Launches global convertible strategy 1 Morningstar Direct and Bloomberg *This brochure is not intended as an offer to sell or solicitation to purchase shares of any entity other than the Fund Becomes a public company (NASDAQ: CLMS*) 2008 Launches a risk-managed emerging markets equity strategy that utilizes convertibles 2014 As of 12/31/2014 Calamos manages $7.2 billion in total convertible assets 4

5 Convertible Securities May Offer Advantages in Rising Interest Rate Environments» Calamos Advisors LLC ( Calamos ) believes the Federal Reserve s accommodative policy will eventually cease, likely marking the end of the extended low interest rate environment.» For investors focused on income, rising interest rates remain a formidable risk.» Convertible securities have historically tended to outperform other fixed income asset classes in rising rate environments.» Current yield as of 12/31/2014: > Convertible universe: 2.73% 1 > High yield universe: 7.28% 2 Like bonds, convertibles offer the opportunity for regular cash flows 3. Unlike bonds, as shown in the graph below, convertibles have typically not suffered price declines in rising interest rate environments. Rather, in periods of rising interest rates, convertibles have behaved more like equities 4. When Interest Rates Rise, Convertibles Historically Performed Well In the past 20 years when the 10-year Treasury yield rose more than 100 basis points, convertibles:» outperformed traditional fixed income asset classes» tended to deliver equity-like returns with periods of notable outperformance 80% BofA Merrill Lynch All U.S. Convertible Index S&P 500 Index Barclays U.S. Gov t Credit Index Barclays U.S. Aggregate Bond Index 70% 60% 50% 40% 30% 20% 10% 0% -10% 2.22% -2.28% -5.15% -5.10% 11.97% 11.42% -4.08%-3.40% 68.85% 46.59% -1.80% -3.38% ANNUALIZED RETURN 1-YR 3-YR 5-YR 10-YR SINCE INCEPT BofA Merrill Lynch All U.S. Convertibles Index (Incept. 12/31/87) 9.44% 16.27% 11.72% 7.11% 9.66% S&P 500 Index (Incept. 1/30/70) Barclays U.S. Gov t Credit Index (Incept. 12/29/72) Barclays U.S. Aggregate Bond Index (Incept. 12/31/75) %3.07% -3.09% -2.07% 11.49% 14.66% -3.64% -2.20% OCT 93-NOV 94 JAN 96-JUN 96 OCT 98-JAN 00 NOV 01-APR 02 JUN 03-JUN 04 JUN 05-JUN 06 DEC 08-JUN 09 OCT 10-FEB 11 JUL 12-DEC 13 Rise in 10-Year Treasury Yield (bps) % 6.71% -1.49%-0.90% 24.68% 9.41% -2.08% -0.30% 14.89% 11.63% -3.94% -3.00% 35.49% 42.09% -2.14%-1.80% Source: Morningstar Direct and Bloomberg. Data as of 12/31/14. Rising rate environment periods from troughs to peak from October 1993 to December Indexes are unmanaged, do not reflect the deduction of fees and expenses, and are not available for direct investment. The performance of the Fund will differ, and may vary materially, from that of any index. Performance data quoted represents past performance, which is no guarantee of future results. Certain parts of the data presented above correspond to market events that may not be repeated in the future. For instance, the OCT 98 - JAN 00 period noted above corresponds to the U.S. Technology Bubble. Current performance may be lower or higher than the performance quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than their original cost. There is no assurance the Fund will achieve or maintain its investment objective. There is no assurance that in the future interest rates will rise significantly. In addition, convertibles securities have unique risks not applicable to other types of securities, including that the value of convertible securities is influenced by both the yield of non-convertible securities of comparable issuers and by the value of the underlying common stock. 1 As of 12/31/2014. Convertible universe represented by the BofA Merrill Lynch All U.S. Convertibles Index. 2 As of 12/31/2014. High yield universe represented by the Credit Suisse High Yield Index. 3 Fixed income securities are subject to the risk of decreasing value in periods of increasing interest rates, as well as the risk that the issuer of such securities could be downgraded or default, causing the credit rating of the securities to drop and thus generally decreasing the value of such securities. See Fixed Income Securities Risk on page 8 of this brochure. 4 Equity securities are subject to greater fluctuations in market value than other asset classes as a result of such factors as the issuer s business performance, investor perceptions, stock market trends and general economic conditions. See Equity Securities Risk on page 8 of this brochure. 5

6 Calamos Dynamic Convertible and Income Fund (CCD 1 ) A limited term fund focused on convertible securities from a pioneer in convertible investing Calamos Investments introduces a limited term closed-end fund 2 that seeks to generate a high level of total return through a combination of capital appreciation and current income by investing primarily in a portfolio of convertible securities and other income-producing securities. Assessing and managing interest rate risk, given current and anticipated market dynamics, will be an important consideration in managing the portfolio. To help generate income and attempt to achieve a more favorable reward/risk profile, the Fund has the flexibility to write options 3 on a portion of the portfolio s securities. To create the potential for increased net income or capital appreciation, the Fund intends to employ leverage by issuing preferred shares, borrowing money or issuing debt securities. PRIMARY SOURCES OF DISTRIBUTIONS 4» Convertible Coupon Income» Premiums from Covered Call Writing on Underlying Stock of Convertibles» Allocations to High Yield Bonds 5 6 Fund Basics» Initial Offering Price: $25.00 per share, 100 share minimum» Sales Load 6 : 4.5% or $1.125 per share» Offering Costs: 0.02% or $0.05 per share» Distributions: Paid monthly (first distribution expected to be declared in days and paid in days following the IPO closing)» Limited Term Structure: - 15-year term from the Fund s effective date - Trustees may extend term 1 year due to market conditions - Shareholders receive proportionate share of Fund s underlying net assets» Annual Fees & Expenses Managed Assets Net Assets Management Fee 1.00% 1.39% Other Expenses 0.08% 0.11% Total Fund Expenses 1.08% 1.50% Leverage Expense 0.23% 0.32% Total Including Leverage 1.31% 1.82%» Anticipated Leverage 7 : Approximately 28% of managed assets. The Fund is, however, permitted to borrow money or issue debt securities in an amount up to 33 1 /3% of its managed assets (50% of its net assets) and issue preferred shares in an amount up to 50% of its managed assets (100% of its net assets).» Expected Listing Exchange/Symbol: NASDAQ/CCD Anticipated Key Dates» Offering Period: February 19 to March 26, 2015» First Trading Day: March 27, 2015» Settlement Date: March 31, , 10 INITIAL ESTIMATED PORTFOLIO ALLOCATION High Yield Bonds: 20% Convertible Securities: 80% (May consist entirely or primarily of below investment grade) Under normal circumstances, the Fund will include:» At least 80% in convertible securities and other income-producing securities, with at least 50% in convertible securities And the Fund may include:» Use of options to enhance income/manage risk» Up to 20% in high yield bonds 5, 9» Up to 15% in securities rated below B3 by Moody s or B- by Standard & Poor s 10» Up to 50% in foreign issuers» Up to 15% in emerging market issuers securities» Up to 15% in illiquid securities» Up to 10% in Master Limited Partnerships (MLPs)» Up to 10% in REITs 1 It is anticipated that the Fund s common shares will be approved for listing on the NASDAQ Global Select Market, subject to notice of issuance, under the symbol CCD. 2 Shares of closed-end investment companies frequently trade at prices lower than their net asset value. See Market Discount Risk on page 8 of this brochure. 3 There are significant differences between the securities markets and options markets that could result in an imperfect correlation among these markets, causing a given transaction not to achieve its objectives. See Options Risk on page 8 of this brochure. 4 Monthly distributions may include net investment income, net realized short-term capital gain and, if necessary to maintain a level distribution, return of capital. Generally, there may be at least one additional distribution per calendar year that may include net realized long-term capital gain (if any), which will be taxed for federal income tax purposes at long-term capital gain rates. 5 Investment in high yield securities involves substantial risk of loss. See High Yield Securities Risk on page 8 of this brochure. 6 Please refer to the Summary of Fund Expenses section of the preliminary prospectus for information on the fees, charges and expenses associated with investing in the Fund. 7 The use of leverage involves special risks and is subject to regulatory limits. See Leverage Risks on page 8 of this brochure. 8 The Fund s initial portfolio may differ during the invest up period. The Fund will be actively managed and its portfolio composition at any time may contain more or less than the indicated securities. Totals may not sum to 100% due to rounding. 9 Excludes securities intended to be used as a component of a synthetic convertible. 10 The Fund s portfolio may at times consist entirely or primarily of below investment grade securities.

7 Active Management Supports the Fund s Objective Convertible securities are complex instruments. The levels of equity sensitivity and credit sensitivity of an individual convertible change over time, as do the overall characteristics of the convertible universe. As a result, we believe investments in convertibles benefit from active management. Advisor Share Purchase Program The Advisor and/or its affiliates commit to purchase shares of CCD under certain pre-determined criteria for a limited period following CCD s IPO. The program is expected to run from day 45 through day 275 following the IPO date. See the preliminary prospectus for more details on the program. Calamos: A Pioneer in Convertible Investing It is not simply the convertibles that make a strategy work, but how convertibles are managed to achieve a particular investment objective.» Specific experience across convertible securities, high yield corporate bonds and senior secured loans» Collaborative investment team that includes veteran convertible managers Global Co-Chief Investment Officers John P. Calamos, Sr. Chairman, CEO & Global Co-CIO 45 years investment industry experience Co-Portfolio Managers John Hillenbrand, CPA, SVP & Co-Portfolio Manager 23 years investment industry experience Specialization: Convertibles, closed-end funds Jon Vacko, CFA, SVP & Co-Portfolio Manager 23 years investment industry experience Specialization: Fixed income, growth securities Steve Klouda, CFA, SVP & Co-Portfolio Manager 21 years investment industry experience Specialization: U.S. convertibles Eli Pars, CFA, SVP & Co-Portfolio Manager 27 years investment industry experience Specialization: Global convertibles, convertible arbitrage Gary D. Black EVP & Global Co-CIO 23 years investment industry experience Calamos Investments» $23.5B in assets under management*, of which: $7.2B is invested in convertibles $17.8B includes strategies that utilize convertibles» Pioneer in utilizing convertible securities to manage risk since 1970s» Launched one of the first convertible security mutual funds in 1985» An innovator in convertible focused closed-end funds since 2002 *Total Assets as of December 31, Total Assets includes assets under management as well, which does not include assets under advisement for which the company provides model portfolio design and oversight. Total assets may not add up to $23.5 billion due to rounding. 7

8 Risks There is no assurance the Fund will achieve its investment objective. An investment in common shares of the Fund involves special risk considerations, which are summarized below. See Risk Factors in the Fund s preliminary prospectus for a more complete discussion of the risks associated with an investment in common shares of the Fund, which may include No Prior History Risk, REIT Risk, Non-Convertible Variable Income Securities Risk, Default Risk, Management Risk, Anti-takeover Provisions Risk, Market Disruption Risk, Market Impact Risk, Dilution Risk and Legislation and Regulatory Risk.. Convertible Securities. The value of convertible securities is influenced by both the yield of non-convertible securities of comparable issuers and by the value of the underlying common stock. The value of a convertible security viewed without regard to its conversion feature (i.e., strictly on the basis of its yield) is sometimes referred to as its investment value. A convertible security s investment value tends to decline as prevailing interest rate levels increase. Conversely, a convertible security s investment value increases as prevailing interest rate levels decline. Synthetic Convertible Securities. The value of a synthetic convertible security may respond differently to market fluctuations than a convertible security because a synthetic convertible is composed of two or more separate securities or instruments, each with its own market value. In addition, if the value of the underlying common stock or the level of the index involved in the convertible component falls below the exercise price of the warrant or option, the warrant or option may lose all value. Fixed Income Securities. The Fund may invest in fixed income securities, including corporate, municipal, and government bonds. Fixed income securities are subject to the risk of decreasing value in periods of increasing interest rates, as well as the risk that the issuer of such securities could be downgraded or default, causing the credit rating of the securities to drop and thus generally decreasing the value of such securities. High Yield Securities. The Fund s portfolio may at times consist entirely or primarily of below investment grade securities. Investment in high yield securities involves substantial risk of loss. Below investment grade non-convertible debt securities or comparable unrated securities are commonly referred to as junk bonds and are considered predominantly speculative with respect to the issuer s ability to pay interest and principal and are susceptible to default or decline in market value due to adverse economic and business developments. Equity Securities Risk. Equity investments are subject to greater fluctuations in market value than other asset classes as a result of such factors as the issuer s business performance, investor perceptions, stock market trends and general economic conditions. Equity securities are subordinated to bonds and other debt instruments in a company s capital structure in terms of priority to corporate income and liquidation payments. The Fund may invest in preferred stocks and convertible securities of any rating, including below investment grade. Loan Risk. The Fund may invest in loans which may not be (i) rated at the time of investment, (ii) registered with the Securities and Exchange Commission or (iii) listed on a securities exchange. There may not be as much public information available regarding these loans as is available for other Fund investments, such as exchange-listed securities. As well, there may not be an active trading market for some loans, meaning they may be illiquid and more difficult to value than other more liquid securities. Settlement periods for loans are longer than for exchange-traded securities, typically ranging between 1 and 3 weeks, and in some cases much longer. There is no central clearinghouse for loan trades, and the loan market has not established enforceable settlement standards or remedies for failure to settle. Because the interest rates of floating-rate loans in which the Fund may invest may reset frequently, if market interest rates fall, the loans interest rates will be reset to lower levels, potentially reducing the Fund s income. Because the adviser may wish to invest in the publicly-traded securities of an obligor, the Fund may not have access to material non-public information regarding the obligor to which other investors have access. Foreign Securities Risk. Investments in non-u.s. issuers may involve unique risks compared to investing in securities of U.S. issuers. These risks are more pronounced to the extent that the Fund invests a significant portion of its non- U.S. investments in one region or in the securities of foreign issuers in emerging markets. These risks may include: less information may be available about non- U.S. issuers or markets due to less rigorous disclosure or accounting standards or regulatory practices; many non-u.s. markets are smaller, less liquid and more volatile. In a changing market, Calamos may not be able to sell the Fund s portfolio securities at times, in amounts and at prices it considers reasonable; an adverse effect of currency exchange rates or controls on the value of the Fund s investments; the economies of non-u.s. countries may grow at slower rates than expected or may experience a downturn or recession; the economies of non-u.s. countries may grow at slower rates than expected or may experience a downturn or recession; economic, political and social developments may adversely affect the securities markets, including expropriation and nationalization; the difficulty in obtaining or enforcing a court judgment in non-u.s. countries; restrictions on foreign investments in non-u.s. jurisdictions; difficulties in effecting the repatriation of capital invested in non-u.s. countries; and withholding and other non-u.s. taxes may decrease the Fund s return. Emerging Markets Risk. Emerging market countries may have relatively unstable governments and economies based on only a few industries, which may cause greater instability. The value of securities issued by foreign issuers in emerging markets will likely be particularly sensitive to changes in the economies of such countries. These countries are also more likely to experience higher levels of inflation, deflation or currency devaluations, which could hurt their economies and securities markets. Securities issued in these countries may be more volatile and less liquid than securities issued in foreign countries with more developed economies or markets. Loss may also result from the imposition of exchange controls, confiscations and other government restrictions, or from problems in share registration, settlement, custody, or other operational risks. Interest Rate Risk. Debt securities are subject to certain risks, including: if interest rates go up, the value of debt securities in the Fund s portfolio generally will decline; during periods of declining interest rates, the issuer of a security may exercise its option to prepay principal earlier than scheduled, forcing the Fund to reinvest in lower yielding securities. This is known as call or prepayment risk; during periods of rising interest rates, the average life of certain types of securities may be extended because of slower than expected principal payments. This may lock in a below market interest rate, increase the security s duration (the estimated period until the security is paid in full) and reduce the value of the security. This is known as extension risk; and market interest rates currently are near historically low levels. MLP Risk. Investments in MLPs differ from investments in securities with similar characteristics, such as common stock of a corporation. Typically holders of limited partner or member interests have more limited control and limited rights to vote on matters affecting the MLP. MLPs are generally treated as partnerships for U.S. income tax purposes, but there is a risk that the change of an MLP s business or a change in tax law could alter or eliminate this tax advantage. The classification of an MLP as a corporation for U.S. federal income tax purposes would have the effect of reducing the amount of cash available for distribution by the MLP and cause any such distributions received by the Fund to be taxed as dividend income to the extent of the MLP s current or accumulated earnings and profits. Such effects would tend to lower the after-tax return of an investment in an MLP. MLPs are also subject to the risk of potential conflicts of interest between unit holders and general partners or managing members of MLPs. REIT Risk. Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. An equity REIT may be affected by changes in the value of the underlying properties. A mortgage REIT may be affected by changes in interest rates and the ability of the issuers of its portfolio mortgages to repay their obligations. REITs are dependent upon the skills of their managers and are not diversified. REITs are generally dependent upon maintaining cash flows to repay borrowings and to make distributions to shareholders and are subject to the risk of default by lessees or borrowers. REITs whose underlying assets are concentrated in properties used by a particular industry, are also subject to risks associated with such industry. Liquidity Risk. Illiquid securities may be difficult to dispose of at a fair price at the times when the Fund believes it is desirable to do so. Investment of the Fund s assets in illiquid securities may restrict the Fund s ability to take advantage of market opportunities. The risks associated with illiquid securities may be particularly acute in situations in which the Fund s operations require cash and could result in the Fund borrowing to meet its short-term needs or incurring losses on the sale of illiquid securities. Derivatives Risk. Derivative instruments can be illiquid, may disproportionately increase losses and may have a potentially large impact on Fund performance. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value of a derivative may not correlate perfectly with an underlying asset, interest rate or index. Suitable derivative transactions may not be available in all circumstances and there can be no assurance that the Fund will engage in these transactions to reduce exposure to other risks when that would be beneficial. Thus, the use of derivative investments may require the Fund to sell or purchase portfolio securities at inopportune times or for prices below or above the current market values, may limit the amount of appreciation the Fund can realize on an investment or may cause the Fund to hold a security that it might otherwise want to sell. The Fund may also have to defer closing out certain derivative positions to avoid adverse tax consequences. Amounts paid by the Fund as premiums and cash or other assets held in margin accounts with respect to the Fund s derivative investments would not be available to the Fund for other investment purposes, which may result in lost opportunities for gain. Counterparty Risk. Counterparty risk is the risk that the other party in a derivative transaction will not fulfill its contractual obligation. Changes in the credit quality of the Fund s counterparties with respect to its derivative transactions may affect the value of those instruments. By entering into derivatives, the Fund assumes the risk that its counterparties could experience financial hardships that could call into question their continued ability to perform their obligations. As a result, concentrations of such derivatives in any one counterparty would subject the Fund to an additional degree of risk with respect to defaults by such counterparty. Contingent Liabilities Risk. Entering into derivative contracts in order to pursue the Fund s various hedging strategies could require the Fund to fund cash payments in the future under certain circumstances, including an event of default or other early termination event, or the decision by a counterparty to request margin in the form of securities or other forms of collateral under the terms of the derivative contract. The amounts due with respect to a derivative contract would generally be equal to the unrealized loss of the open positions with the respective counterparty and could also include other fees and charges. These payments are contingent liabilities and therefore may not appear on the Fund s balance sheet. The Fund s ability to fund these contingent liabilities will depend on the liquidity of the Fund s assets and access to capital at the time, and the need to fund these contingent liabilities could adversely impact our financial condition. Short Sales Risk. Short sales expose the Fund to the risk that it will be required to cover its short position at a time when the securities have appreciated in value, thus resulting in a loss to the Fund. The Fund may engage in short sales where it does not own or have the right to acquire the security sold short at no additional cost. The Fund s loss on a short sale theoretically could be unlimited in a case where the Fund is unable, for whatever reason, to close out its short position. In addition, the Fund s short selling strategies may limit its ability to benefit from increases in the markets. Short selling also involves a form of financial leverage that may exaggerate any losses realized by the Fund. Also, there is the risk that the counterparty to a short sale may fail to honor its contractual terms, causing a loss to the Fund. Options Risk. There are several risks associated with transactions in options. For example, there are significant differences between the securities markets and options markets that could result in an imperfect correlation among these markets, causing a given transaction not to achieve its objectives. A decision as to whether, when and how to use options involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events. The Fund s ability to utilize options successfully will depend on Calamos ability to predict pertinent market movements, which cannot be assured. Tax Risk. The Fund may invest in certain securities, such as certain convertible securities, for which the federal income tax treatment may not be clear or may be subject to re-characterization by the Internal Revenue Service. It could be more difficult for the Fund to comply with the federal income tax requirements applicable to regulated investment companies if the tax characterization of the Fund s investments or the tax treatment of the income from such investments were successfully challenged by the Internal Revenue Service. See Certain Federal Income Tax Matters. Recent Market Events. In the recent past, domestic and international markets have experienced acute turmoil due to a variety of factors, including economic unrest in Italy, Greece, Spain, Ireland, Portugal and other European Union countries. This turmoil resulted in unusual and extreme volatility in the equity and debt markets, in the prices of individual securities and in the world economy. In addition, many governments or quasi-governmental organizations throughout the world responded to the turmoil with a variety of significant fiscal and monetary policy changes, direct capital infusions into companies, new monetary programs and dramatically lower interest rates. An unexpected or quick reversal of these policies could increase the volatility in the equity and debt markets. In addition, global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely impact issuers in a different country or region. Because the situation is widespread and largely unprecedented, it may be unusually difficult to identify both risks and opportunities using past models of the interplay of market forces, or to predict the duration of these market conditions. These market conditions and continuing economic risks could have a significant effect on the domestic and international economies, and could add significantly to the risk of short-term volatility in the Fund. Leverage Risk. Leverage creates risks which may adversely affect the return for the holders of common shares, including: the likelihood of greater volatility of net asset value and market price of the Fund s common shares; fluctuations in the interest rates on borrowings and short-term debt; increased operating costs, which are effectively borne by common shareholders, may reduce the Fund s total return; and the potential for a decline in the value of an investment acquired with borrowed funds, while the Fund s obligations under such borrowing remain fixed. Interest Rate Transactions Risk. The Fund may enter into an interest rate swap or cap transaction to attempt to protect itself from increasing interest expenses on its leverage resulting from increasing short-term interest rates and to hedge its portfolio securities. A decline in interest rates may result in a decline in the value of the swap or cap, which may result in a decline in the net asset value of the Fund. Reduction of Leverage Risk. The Fund may from time to time take action to reduce the amount of leverage it employs. Reduction of the leverage employed by the Fund will in turn reduce the amount of assets available for investment in portfolio securities. This reduction in leverage may negatively impact our financial performance, including our ability to sustain current levels of distributions on common shares. Market Discount Risk. Shares of closed-end investment companies frequently trade at prices lower than their net asset value. In addition to net asset value, the market price of the Fund s common shares may be affected by such factors as the Fund s use of leverage, dividend stability, portfolio credit quality, liquidity, market supply and demand of the common shares and the Fund s dividends paid (which are, in turn, affected by expenses), call protection for portfolio securities and interest rate movements. The Fund s common shares are designed primarily for long-term investors, and you should not purchase common shares if you intend to sell them shortly after purchase. Investment Adviser Purchase Risk. The Adviser will enter into the 10b5-1 Plan on behalf of itself and its affiliates under which Wells Fargo Securities, LLC, as agent for the Adviser, will buy up to $20 million of our common shares in the aggregate during the period beginning after 45 days after the closing of this offering and ending conditions and daily purchase limits. See Management of the Fund -- Related-Party Transactions in the Fund s preliminary prospectus for additional details regarding the 10b5-1 Plan. Whether purchases will be made under the 10b5-1 Plan and how much will be purchased at any time is uncertain, dependent on prevailing market prices and trading volumes, all of which we cannot predict. These activities may have the effect of maintaining the market price of our common shares or suppressing a decline in the market price of the common shares, and, as a result, the price of our common shares may be higher than the price that otherwise might exist in the open market. Conversely, any eventual sale of repurchased shares by the Adviser or its affiliates may act as a catalyst for a decline in the Fund s market price, and therefore the market price of our common shares may be lower than the price that might otherwise exist in the open market. Limited Term Risk. Unless the Termination Date is amended by shareholders in accordance with the Declaration of Trust, the Fund will be terminated on the 15th anniversary of its effective date, currently expected to be March 26th, If the Fund s Board of Trustees believes that under then current market conditions it is in the best interests of the Fund to do so, the Fund may extend the Termination Date for one year, which is anticipated to be March 26th, 2031, without a shareholder vote, upon the affirmative vote of three-quarters of the Trustees then in office. Beginning one year before the Termination Date (the wind-down period ), the Fund may begin liquidating all or a portion of the Fund s portfolio. During the wind-down period the Fund may deviate from its investment strategy. As a result, during the wind-down period the Fund s distributions may decrease, and such distributions may include a return of capital. It is expected that shareholders will receive cash in any liquidating distribution from the Fund. However, if on the Termination Date the Fund owns securities for which no market exists or securities trading at depressed prices, such securities may be placed in a liquidating trust. The Fund does not seek to return $25 per common share upon termination. As the assets of the Fund will be liquidated in connection with its termination, the Fund may be required to sell portfolio securities when it otherwise would not, including at times when market conditions are not favorable, which may cause the Fund to lose money. As the Fund approaches its Termination Date, the portfolio composition of the Fund may change, which may cause the Fund s returns to decrease and the market price of the common shares to fall. Rather than reinvesting the proceeds of its securities, the Fund may distribute the proceeds in one or more liquidating distributions prior to the final liquidation, which may cause the Fund s fixed expenses to increase when expressed as a percentage of net assets attributable to common shares, or the Fund may invest the proceeds in lower yielding securities or hold the proceeds in cash or cash equivalents, which may adversely affect the performance of the Fund. Upon its termination, the Fund will distribute substantially all of its net assets to shareholders which may be more than, equal to or less than $25 per common share. Legal Proceedings Risk. Calamos has been named as a defendant in a Section 36(b) complaint captioned Chill v. Calamos Advisors LLC, et al., which was filed in the United States District Court for the Southern District of New York on February 11, 2015 (the Complaint ). The defendants believe that the Complaint is without merit, and intend to defend themselves vigorously against the allegations. Calamos also believes that the Complaint will not have a material adverse effect on the ability of Calamos to perform its obligations under its investment management agreement with the Fund. Calamos Advisors LLC 2020 Calamos Court Naperville, IL calamos.com caminfo@calamos.com 2015 Calamos Investments LLC. All Rights Reserved. Calamos and Calamos Investments are registered trademarks of Calamos Investments LLC. CCDBRO R O

9 The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION PROSPECTUS PRELIMINARY PROSPECTUS DATED FEBRUARY 26, 2015 Shares Calamos Dynamic Convertible and Income Fund Common Shares of Beneficial Interest $25.00 per Share Investment Objective. Calamos Dynamic Convertible and Income Fund (the Fund ) is a newly organized, diversified, closed-end management investment company. The Fund s investment objective is to provide total return through a combination of capital appreciation and current income. There can be no assurance that the Fund will achieve its investment objective. Limited Term. The Fund will terminate on the fifteenth anniversary of the effective date of this registration statement, which anniversary the Fund currently expects to occur on March 26, 2030, absent shareholder approval to amend the limited term provision of the Fund s Declaration of Trust, as provided therein. If the Fund s Board of Trustees believes that under then current market conditions it is in the best interests of the Fund to do so, the Fund may extend the termination date for one year, to March 26, 2031, without a shareholder vote, upon the affirmative vote of three-quarters of the Trustees then in office. The Fund s investment objective and policies are not designed to seek to return to investors that purchase common shares in this offering their initial investment of $25.00 per common share on the termination date, and such investors and investors that purchase common shares after the completion of this offering may receive more or less than their original investment upon termination. Investment Strategies and Policies. Under normal circumstances, the Fund will invest primarily in a portfolio of convertible securities (including synthetic convertibles, which are single instruments, or multiple instruments held in concert, that are composed of two or more securities with investment characteristics that, when taken together, resemble those of traditional convertible securities) and debt and equity income-producing securities, as well as other (continued on the next page) No Prior History. Because the Fund is newly organized, its common shares have no history of public trading. Shares of closed-end funds frequently trade at a discount from their net asset value. The risk of loss due to a market discount may be greater for initial investors expecting to sell their shares in a relatively short period after completion of the public offering. It is anticipated that our common shares will be approved for listing on the NASDAQ Global Select Market, subject to notice of issuance, under the symbol CCD. Investing in our securities involves certain risks. You could lose some or all of your investment. See Risk Factors beginning on page 46 of this prospectus. You should consider carefully these risks together with all of the other information contained in this prospectus before making a decision to purchase our securities. The Fund s portfolio may at times consist entirely or primarily of below investment grade securities. Below investment grade securities may include high-yield securities. High yield securities are regarded as having predominantly speculative characteristics with respect to the issuer s capacity to pay interest and repay principal. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total(1) Public offering price... $ $ Sales load... $ $ Estimated offering expenses(3)... $ 0.05 $ Proceeds, after expenses, to the Fund(2)... $ $ (1) The Fund has granted the underwriters an option to purchase up to additional common shares at the public offering price less the sales load within 45 days of the date of this prospectus, solely to cover overallotments, if any. If this option is exercised in full, the total public offering price, sales load, estimated offering expenses, and proceeds, after expenses, to the Fund will be approximately $, $, $ and $, respectively. See Underwriting. (notes continued on the next page) Wells Fargo Securities BofA Merrill Lynch Ameriprise Financial Services, Inc. RBC Capital Markets Barclays Oppenheimer & Co. Stifel BB&T Capital Markets D.A. Davidson & Co. Henley & Company LLC Janney Montgomery Scott J.J.B. Hilliard, W.L. Lyons, LLC J.V.B. Financial Group, LLC Ladenburg Thalmann Maxim Group LLC MLV & Co. National Securities Corporation Newbridge Securities Corporation Pershing LLC Southwest Securities Wedbush Securities Inc. Wunderlich Securities B.C. Ziegler Prospectus dated, 2015