<DOCUMENT>
<TYPE>EX-99.K5
<SEQUENCE>8
<FILENAME>c82676a1exv99wk5.txt
<DESCRIPTION>FORM OF BROKER-DEALER AGREEMENT
<TEXT>
<PAGE>
                                                                     EXHIBIT k.5


                         CALAMOS BROKER-DEALER AGREEMENT

                    BASIC TERMS FOR ACTING AS A BROKER-DEALER

                                   RELATING TO

                                PREFERRED SHARES

                                 July 31, 2003



<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                            <C>
1.       Definitions and Rules of Construction...................................................................1
         1.1      Terms Defined by Reference to Statement........................................................1
         1.2      Terms Defined Herein...........................................................................1
         1.3      Rules of Construction..........................................................................2

2.       The Auction.............................................................................................3
         2.1      Purposes; Incorporation by Reference of Auction Procedures and Settlement Procedures...........3
         2.2      Preparation of Each Auction....................................................................3
         2.3      Auction Schedule; Method of Submission of Order................................................5
         2.4      Notices........................................................................................7
         2.5      Designation of Special Rate Period.............................................................7
         2.6      Service Charge to be Paid to BD................................................................8
         2.7      Settlement.....................................................................................8

3.       The Auction Agent......................................................................................10
         3.1      Duties and Responsibilities...................................................................10
         3.2      Rights of the Auction Agent...................................................................10
         3.3      Auction Agent's Disclaimer....................................................................11

4.       Miscellaneous..........................................................................................11
         4.1      Termination...................................................................................11
         4.2      Force Majeure.................................................................................11
         4.3      Participant in Securities Depository..........................................................11
         4.4      Payment of Dividends in Same-Day Funds........................................................11
         4.5      Communications................................................................................12
         4.6      Entire Agreement..............................................................................12
         4.7      Benefits......................................................................................12
         4.8      Amendment; Waiver.............................................................................12
         4.9      Successors and Assigns........................................................................13
         4.10     Severability..................................................................................13
         4.11     Execution in Counterparts.....................................................................13
         4.12     Governing Law.................................................................................13
</TABLE>

                                                      EXHIBITS
EXHIBIT A  - Settlement Procedures
EXHIBIT B  - Calamos Preferred Shares, Series___ Order Form
EXHIBIT C  - Calamos Preferred Shares, Series___ Transfer Form
EXHIBIT D  - Calamos Preferred Shares, Series___ Notice of a Failure to Deliver
EXHIBIT E  - Form of Acceptance Letter


                                       i

<PAGE>

         These basic terms ("Basic Terms") set forth the general terms and
conditions pursuant to which a broker-dealer identified in a Acceptance Letter
(together with its successors and assigns, a "BD") will act as a Broker-Dealer
for Preferred Shares ("Preferred Shares") issued by investment companies, now or
hereafter organized, registered under the Investment Company Act of 1940, as
amended (the "Funds"), for which Calamos Asset Management, Inc. (the "Adviser")
is the investment adviser.

         Each Fund has issued or may issue shares of Preferred Shares, pursuant
to its Agreement and Declaration of Trust, as amended or supplemented by the
Statement of such Fund. A bank or trust company specified in the Request and
Acceptance Letter will act as the auction agent (the "Auction Agent") of such
Fund pursuant to authority granted it in the Auction Agency Agreement.

         The Statement of each Fund will provide that, for each Rate Period of
any series of Preferred Shares of such Fund then outstanding, the Applicable
Rate for such series for such Rate Period shall, except under certain
conditions, be the rate per annum that the Auction Agent of such Fund advises
results from implementation of the Auction Procedures for such series. The Board
of Trustees of each Fund will adopt a resolution appointing the Auction Agent as
auction agent for purposes of the Auction Procedures for each series of
Preferred Shares of such Fund.

         The Auction Procedures of each Fund will require the participation of
one or more Broker-Dealers for each series of Preferred Shares of such Fund. BD
will act as a Broker-Dealer for each series of Preferred Shares of each Fund.

1.       Definitions and Rules of Construction

         1.1      Terms Defined by Reference to Statement. Capitalized terms not
                  defined herein shall have the respective meanings specified in
                  the Statement of the relevant Fund.

         1.2      Terms Defined Herein. As used herein and in the Settlement
                  Procedures, the following terms shall have the following
                  meanings, unless the context otherwise requires:

                  (a)      "Acceptance Letter" shall mean the letter from the
                           Fund, Adviser and Auction Agent to BD pursuant to
                           which the BD is appointed as a Broker-Dealer for each
                           series of Preferred Shares issued by any Fund that
                           has executed a Request Letter.

                  (b)      "Agreement", with respect to any Fund, shall mean the
                           Basic Terms, together with the Acceptance Letter and
                           Request Letter relating to one or more series of
                           Preferred Shares of such Fund.

                  (c)      "Auction" shall have the meaning specified in Section
                           2.1 hereof.



<PAGE>

                  (d)      "Auction Agency Agreement" shall mean the Auction
                           Agent Agreement between a Fund and the Auction Agent
                           relating to one or more series of Preferred Shares of
                           such Fund.

                  (e)      "Auction Procedures" shall mean the auction
                           procedures constituting Part II of the Statement.

                  (f)      "Authorized Officer" shall mean each Vice President,
                           Assistant Vice President and Assistant Treasurer of
                           the Auction Agent assigned to the Dealing and Trading
                           Group of its Corporate Trust Division and every other
                           officer or employee of the Auction Agent designated
                           as an "Authorized Officer" for purposes of this
                           Agreement in a communication to the BD.

                  (g)      "BD Officer" shall mean each officer or employee of
                           BD designated as a "BD Officer" for purposes of this
                           Agreement in a communication to the Auction Agent.

                  (h)      "Broker-Dealer Agreement" shall mean this Agreement
                           and any substantially similar agreement between the
                           Auction Agent and a Broker-Dealer.

                  (i)      "Existing Holder" shall have the meaning set forth in
                           the Statement, and for purposes of this Broker-Dealer
                           Agreement and with respect to the Auction Procedures
                           as referred to in this Agreement, shall also include,
                           as the circumstances may require, a Person who is
                           listed as the beneficial owner of Preferred Shares in
                           the records of a Broker-Dealer.

                  (j)      "Potential Holder" shall have the meaning set forth
                           in the Statement, and for purposes of this
                           Broker-Dealer Agreement and with respect to the
                           Auction Procedures as referred to in this Agreement,
                           shall also include, as the circumstances may require,
                           any other Person, including any Existing Holder of
                           shares of Preferred Shares, who may be interested in
                           acquiring shares of Preferred Shares (or, in the case
                           of an Existing Holder, additional shares of Preferred
                           Shares).

                  (k)      "Request Letter" with respect to any Fund, shall mean
                           the letter from such Fund to the Adviser and the
                           Auction Agent for such Fund pursuant to which such
                           Fund appoints BD as a Broker-Dealer for each series
                           of Preferred Shares of such Fund.

                  (l)      "Settlement Procedures" shall mean the Settlement
                           Procedures attached hereto as Exhibit A.

                  (m)      "Statement" shall mean the Statement of Preferences
                           of Auction Market Preferred Shares and authorizing
                           the issuance of, one or more series of Preferred
                           Shares.

                                       2
<PAGE>

         1.3      Rules of Construction. Unless the context or use indicates
                  another or different meaning or intent, the following rules
                  shall apply to the construction of this Agreement:

                  (a)      Words importing the singular number shall include the
                           plural number and vice versa.

                  (b)      The captions and headings herein are solely for the
                           convenience of reference and shall not constitute a
                           part of this Agreement nor shall they affect its
                           meaning, construction or effect.

                  (c)      The words "hereof", "herein", "hereto", and other
                           words of similar import refer to this Agreement as a
                           whole.

                  (d)      All references herein to a particular time of day
                           shall be to New York City time.

2.       The Auction

         2.1      Purposes; Incorporation by Reference of Auction Procedures and
                  Settlement Procedures.

                  (a)      The provisions of the Auction Procedures will be
                           followed by the Auction Agent for the purpose of
                           determining the Applicable Rate for any Dividend
                           Period of any series of Preferred Shares for which
                           the Applicable Rate is to be determined by an
                           Auction. Each periodic operation of such procedures
                           is hereinafter referred to as an "Auction."

                  (b)      All of the provisions contained in the Auction
                           Procedures and the Settlement Procedures are
                           incorporated herein by reference in their entirety
                           and shall be deemed to be a part hereof to the same
                           extent as if such provisions were fully set forth
                           herein.

                  (c)      The BD agrees to act as, and assumes the obligations
                           of, and limitations and restrictions placed upon, a
                           Broker-Dealer under this Agreement for each series of
                           Preferred Shares. The BD understands that other
                           Persons meeting the requirements specified in the
                           definition of "Broker-Dealer" contained in the
                           Auction Procedures may execute Broker-Dealer
                           Agreements and participate as Broker-Dealers in
                           Auctions.

         2.2      Preparation of Each Auction.

                  (a)      Not later than 9:30 A.M. on each Auction Date for any
                           series of Preferred Shares, the Auction Agent shall
                           advise the Broker-Dealers for such series by
                           telephone of the Maximum Rate therefor and the AA
                           Composite Commercial Paper Rate(s) and the Treasury
                           Index Rate(s), as the case may be, used in
                           determining the Maximum Rate.

                                       3
<PAGE>

                  (b)      In the event that any Auction Date for any series of
                           Preferred Shares shall be changed after the Auction
                           Agent has given the notice referred to in clause (vi)
                           of paragraph (a) of the Settlement Procedures, or
                           after the notice referred to in Section 2.5(a)
                           hereof, if applicable, the Auction Agent, by such
                           means as the Auction Agent deems practicable shall
                           give notice of such change to the BD, if it is a
                           Broker-Dealer for such series, not later than the
                           earlier of 9:15 A.M. on the new Auction Date or 9:15
                           A.M. on the original Auction Date. Thereafter, the BD
                           shall notify customers of the BD who the BD believes
                           are Existing Holders of shares of Preferred Shares of
                           such change in the Auction Date.

                  (c)      For purposes of maintaining its list of Existing
                           Holders, the Auction Agent for any series of
                           Preferred Shares from time to time may but shall have
                           no obligation to request any Broker-Dealer to provide
                           such Auction Agent with a list of Persons who such
                           Broker-Dealer believes should be Existing Holders
                           based upon inquiries of those Persons such
                           Broker-Dealer believes are Beneficial Owners as a
                           result of the most recent Auction and with respect to
                           each such Person, the number of shares of such series
                           of Preferred Shares such Broker-Dealer believes are
                           owned by such Person. BD shall comply with any such
                           request relating to a series of Preferred Shares in
                           respect of which BD was named a Broker-Dealer, and
                           the Auction Agent shall keep confidential any such
                           information so provided by BD and shall not disclose
                           any information so provided by BD to any Person other
                           than the Fund and BD; provided, however, that the
                           Auction Agent reserves the right and is authorized to
                           disclose any such information if (a) it is ordered to
                           do so by a court of competent jurisdiction or a
                           regulatory body, judicial or quasi-judicial agency or
                           authority having the authority to compel such
                           disclosure, (b) it is advised by its counsel that its
                           failure to do so would be unlawful or (c) failure to
                           do so would expose the Auction Agent to loss,
                           liability, claim, damage or expense for which it has
                           not received indemnity or security satisfactory to
                           it. In the event the Auction Agent is required to
                           disclose information in accordance with the foregoing
                           sentence, it shall provide written notice of such
                           requirement to the Broker-Dealer as promptly as
                           practicable.

                  (d)      In the event the Auction Agent is required to
                           disclose information in accordance with the foregoing
                           sentence, it shall provide written notice of such
                           requirement to the Broker-Dealer as promptly as
                           possible.

                  (e)      BD agrees to maintain a list of customers relating to
                           a series of Preferred Shares and to use its best
                           efforts, subject to existing laws and regulations, to
                           contact the customers on such list whom BD believes
                           may be interested in participating in the Auction on
                           each Auction Date, as a Potential Holder or a
                           Potential Beneficial Owner, for the purposes set
                           forth in the Auction Procedures. Nothing herein shall
                           require BD to submit an Order for any customer in any
                           Auction.

                                       4
<PAGE>

                  (f)      The Auction Agent's registry of Existing Holders of
                           shares of a series of Preferred Shares shall be
                           conclusive and binding on BD. BD may inquire of the
                           Auction Agent between 3:00 P.M. on the Business Day
                           preceding an Auction for shares of a series of
                           Preferred Shares and 9:30 A.M. on the Auction Date
                           for such Auction to ascertain the number of shares of
                           such series in respect of which the Auction Agent has
                           determined BD to be an Existing Holder. If BD
                           believes it is the Existing Holder of fewer shares of
                           such series than specified by the Auction Agent in
                           response to BD's inquiry, BD may so inform the
                           Auction Agent of that belief. BD shall not, in its
                           capacity as Existing Holder of shares of such series,
                           submit Orders in such Auction in respect of shares of
                           such series covering in the aggregate more than the
                           number of shares of such series specified by the
                           Auction Agent in response to BD's inquiry.

         2.3      Auction Schedule; Method of Submission of Order.

                  (a)      The Auction Agent shall conduct Auctions for
                           Preferred Shares in accordance with the schedule set
                           forth below. Such schedule with respect to any series
                           of Preferred Shares of the Fund may be changed by the
                           Auction Agent for such series with the consent of the
                           Fund, which consent shall not be unreasonably
                           withheld. The Auction Agent shall give written notice
                           of any such change to each Broker-Dealer of such
                           series. Such notice shall be given prior to the close
                           of business on the Business Day next preceding the
                           first Auction Date on which such change shall be
                           effective.

<TABLE>
<CAPTION>
                   Time                                                 Event
         -----------------------------             -------------------------------------------------
         <S>                                       <C>
         By 9:30 A.M.                              Auction Agent for such series advises the Fund
                                                   and the Broker-Dealers for such series of the
                                                   applicable Maximum Rate and the Reference Rate(s)
                                                   used in determining such Maximum Rate as set
                                                   forth in Section 2.2(a) hereof.

         9:30 A.M.  - 1:00 P.M.                    Auction Agent assembles information communicated
                                                   to it by Broker-Dealers as provided in Section
                                                   2(a) of the Auction Procedures of the Fund.
                                                   Submission Deadline is 1:00 P.M.

         Not earlier than 1:00 P.M.                Auction Agent makes determinations pursuant to
                                                   Section 3(a) of the Auction Procedures.

         By approximately 3:00 P.M.                Auction Agent advises the Fund of results of
                                                   Auction as provided in Section 3(b) of the
                                                   Auction Procedures.

                                                   Submitted Bids and Submitted Sell Orders are
                                                   accepted and rejected and shares of such series
                                                   of Preferred Shares allocated as provided in
                                                   Section 4 of the Auction Procedures.
</TABLE>


                                                 5
<PAGE>

<TABLE>
<CAPTION>
                   Time                                                 Event
         -----------------------------             -------------------------------------------------
         <S>                                       <C>
                                                   Auction Agent gives notice of
                                                   Auction results as set forth
                                                   in Section 2.4(a) hereof.
</TABLE>

                  (b)      BD shall submit Orders to the appropriate Auction
                           Agent in writing substantially in the form attached
                           hereto as Exhibit B. BD shall submit a separate Order
                           to such Auction Agent for each Potential Holder or
                           Existing Holder with respect to whom BD is submitting
                           an Order and shall not otherwise net or aggregate
                           such Orders prior to their submission to such Auction
                           Agent.

                  (c)      BD shall deliver to the appropriate Auction Agent (i)
                           a written notice in substantially the form attached
                           hereto as Exhibit C of transfers of shares of
                           Preferred Shares to BD from another Person other than
                           pursuant to an Auction and (ii) a written notice
                           substantially in the form attached hereto as Exhibit
                           D, of the failure of any shares of Preferred Shares
                           to be transferred to or by any Person that purchased
                           or sold shares of Preferred Shares through BD
                           pursuant to an Auction. Such Auction Agent is not
                           required to accept any such notice described in
                           clause (i) for an Auction unless it is received by
                           the Auction Agent by 3:00 P.M. on the Business Day
                           preceding such Auction.

                  (d)      BD and other Broker-Dealers may submit Orders in
                           Auctions for their own accounts (including Orders for
                           their own accounts where the Order is placed
                           beneficially for a customer) unless the relevant Fund
                           shall have notified BD and all other Broker-Dealers
                           that they may no longer do so, in which case
                           Broker-Dealers may continue to submit Hold Orders and
                           Sell Orders for their own accounts.

                  (e)      BD agrees to handle its customers' orders in
                           accordance with its duties under applicable
                           securities laws and rules.

                  (f)      To the extent that pursuant to Section 4 of the
                           Auction Procedures of any Fund, BD continues to hold,
                           sells, or purchases a number of shares that is fewer
                           than the number of shares in an Order submitted by BD
                           to the Auction Agent in which BD designated itself as
                           an Existing Holder or Potential Holder in respect of
                           customer Orders, BD shall make appropriate pro rata
                           allocations among its customers for which it
                           submitted Orders of similar tenor. If as a result of
                           such allocations, any Beneficial Owner would be
                           entitled or required to sell, or any Potential
                           Beneficial Owner would be entitled or required to
                           purchase, a fraction of a share of Preferred Shares
                           on any Auction Date, BD shall, in such manner as it
                           shall determine in its sole discretion, round up or
                           down the number of shares of Preferred Shares to be
                           purchased or sold on such Auction Date by any

                                       6
<PAGE>

                           Beneficial Owner or Potential Beneficial Owner on
                           whose behalf BD submitted an Order so that the number
                           of shares so purchased or sold by each such
                           Beneficial Owner or Potential Beneficial Owner on
                           such Auction Date shall be whole shares of Preferred
                           Shares.

         2.4      Notices.

                  (a)      On each Auction Date for any series of Preferred
                           Shares, the Auction Agent shall notify BD, if BD is a
                           Broker-Dealer of such series, by telephone or other
                           electronic means acceptable to the parties of the
                           results of the Auction as set forth in paragraph (a)
                           of the Settlement Procedures. By approximately 11:30
                           a.m., on the Business Day next succeeding such
                           Auction Date, the Auction Agent shall confirm to BD
                           in writing the disposition of all Orders submitted by
                           BD in such Auction.

                  (b)      BD shall notify each Existing Holder, Potential
                           Holder, Beneficial Owner or Potential Beneficial
                           Owner on whose behalf BD has submitted an Order as
                           set forth in paragraph (a) of the Settlement
                           Procedures and take such other action as is required
                           of BD pursuant to the Settlement Procedures.

         2.5      Designation of Special Rate Period.

                  (a)      If any Fund delivers to the Auction Agent a notice of
                           the Auction Date for any series of Preferred Shares
                           for a Dividend Period thereof that next succeeds a
                           Dividend Period that is not a Standard Rate Period in
                           the form of Exhibit C to the Auction Agency
                           Agreement, the Auction Agent shall deliver such
                           notice to BD as promptly as practicable after its
                           receipt of such notice from such Fund.

                  (b)      If the Board of Trustees proposes to designate any
                           succeeding Dividend Period of any series of Preferred
                           Shares as a Special Rate Period and such Fund
                           delivers to the Auction Agent a notice of such
                           proposed Special Rate Period in the form of Exhibit D
                           to the Auction Agency Agreement, the Auction Agent
                           shall deliver such notice to BD as promptly as
                           practicable after its receipt of such notice from the
                           Fund.

                  (c)      If the Board of Trustees determines to designate such
                           succeeding Dividend Period as a Special Rate Period
                           and such Fund delivers to the Auction Agent a notice
                           of such Dividend Period in the form of Exhibit E to
                           the Auction Agency Agreement not later than 3:00 p.m.
                           on the second Business Day next preceding the first
                           day of such proposed Special Rate Period, the Auction
                           Agent shall deliver such notice to BD not later than
                           3:00 p.m. on the next succeeding Business Day.

                  (d)      If the Fund shall deliver to the Auction Agent a
                           notice not later than 3:00 p.m. on the second
                           Business Day next preceding the first day of any
                           Dividend Period stating that the Fund has determined
                           not to exercise its option to designate such
                           succeeding Dividend Period as a Special Rate

                                       7
<PAGE>

                           Period, in the form of Exhibit F to the Auction Agent
                           Agreement, or shall fail to timely deliver either
                           such notice or a notice in the form of Exhibit E to
                           the Auction Agency Agreement, the Auction Agent shall
                           deliver a notice in the form of Exhibit F to the
                           Auction Agency Agreement to BD not later than 3:00
                           p.m. on such Business Day.

         2.6      Service Charge to be Paid to BD.

                  On the Business Day next succeeding each Auction Date for any
series of Preferred Shares of any Fund specified in the Request Letter of any
Fund, the Auction Agent for such series shall pay to BD from moneys received
from such Fund an amount equal to the product of (a) (i) in the case of any
Auction Date immediately preceding a Rate Period of such series consisting of
364 Rate Period Days or fewer, 1/4 of 1%, or (ii) in the case of any Auction
Date immediately preceding a Rate Period of such series consisting of more than
364 Rate Period Days, such percentage as may be agreed upon by such Fund and BD
with respect to such Rate Period, times (b) a fraction, the numerator of which
is the number of Rate Period Days in the Rate Period therefor beginning on such
Business Day and the denominator of which is 365 if such Rate Period consists of
7 Rate Period Days and 360 for all other Rate Periods, times (c) $25,000 times
(d) the sum of (i) the aggregate number of shares of such series placed by BD in
such Auction that were (A) the subject of Submitted Bids of Existing Holders
submitted by BD and continued to be held as a result of such submission and (B)
the subject of Submitted Bids of Potential Holders submitted by BD and purchased
as a result of such submission plus (ii) the aggregate number of shares of such
series subject to valid Hold Orders (determined in accordance with paragraph (d)
of Section 2 of the Auction Procedures) submitted to the Auction Agent by BD
plus (iii) the number of shares of Preferred Shares deemed to be subject to Hold
Orders of Existing Holders pursuant to paragraph (c) of Section 2 of the Auction
Procedures of such Fund that were acquired by BD for its own account or were
acquired by BD for its customers who are Beneficial Owners.

                  For purposes of subclause (d)(iii) of the foregoing paragraph,
if any Existing Holder or Beneficial Owner who acquired shares of any series of
Preferred Shares through BD transfers those shares to another Person other than
pursuant to an Auction, then the Broker-Dealer for the shares so transferred
shall continue to be BD; provided, however, that if the transfer was effected
by, or if the transferee is, a Broker-Dealer other than BD, then such
Broker-Dealer shall be the Broker-Dealer for such shares.

         2.7      Settlement.

                  (a)      If any Existing Holder or Beneficial Owner with
                           respect to whom BD has submitted a Bid or Sell Order
                           for shares of Preferred Shares of any series that was
                           accepted in whole or in part fails to instruct its
                           Agent Member to deliver the shares of Preferred
                           Shares subject to such Bid or Sell Order against
                           payment therefor, BD, if it knows the identity of
                           such Agent Member, shall instruct such Agent Member
                           to deliver such shares against payment therefor and,
                           if such Agent Member fails to comply with such
                           instructions, BD may deliver to the Potential Holder
                           or Potential Beneficial Owner with respect to whom BD
                           submitted a Bid for shares of

                                       8
<PAGE>

                           Preferred Shares of such series that was accepted in
                           whole or in part a number of shares of Preferred
                           Shares of such series that is less than the number of
                           shares of Preferred Shares of such series specified
                           in such Bid to be purchased by such Potential Holder
                           or Potential Beneficial Owner.

                  (b)      Neither the Auction Agent nor the Fund shall have any
                           responsibility or liability with respect to the
                           failure of an Existing Holder, Beneficial Owner,
                           Potential Holder or Potential Beneficial Owner or its
                           respective Agent Member to deliver shares of
                           Preferred Shares of any series or to pay for shares
                           of Preferred Shares of any series sold or purchased
                           pursuant to the Auction Procedures or otherwise.

                  (c)      Notwithstanding any provision of the Auction
                           Procedures or the Settlement Procedures to the
                           contrary, in the event BD is an Existing Holder with
                           respect to shares of a series of Preferred Shares and
                           the Auction Procedures provide that BD shall be
                           deemed to have submitted a Sell Order in an Auction
                           with respect to such shares if BD fails to submit an
                           Order in that Auction with respect to such shares, BD
                           shall have no liability to any Person for failing to
                           sell such shares pursuant to such a deemed Sell Order
                           if (i) such shares were transferred by the beneficial
                           owner thereof without notification of such transfer
                           in compliance with the Auction Procedures or (ii) BD
                           has indicated to the Auction Agent pursuant to
                           Section 2.2(e) of this Agreement that, according BD's
                           records, BD is not the Existing Holder of such
                           shares.

                  (d)      Notwithstanding any provision of the Auction
                           Procedures or the Settlement Procedures to the
                           contrary, in the event an Existing Holder or
                           Beneficial Owner of shares of a series of Preferred
                           Shares with respect to whom a Broker-Dealer submitted
                           a Bid to the Auction Agent for such shares that was
                           accepted in whole or in part, or submitted or is
                           deemed to have submitted a Sell Order for such shares
                           that was accepted in whole or in part, fails to
                           instruct its Agent Member to deliver such shares
                           against payment therefor, partial deliveries of
                           shares of Preferred Shares that have been made in
                           respect of Potential Holders, or Potential Beneficial
                           Owners' Submitted Bids for shares of such series that
                           have been accepted in whole or in part shall
                           constitute good delivery to such Potential Holders
                           and Potential Beneficial Owners.

                  (e)      Notwithstanding the foregoing terms of this Section,
                           any delivery or non-delivery of shares of Preferred
                           Shares of any series which represents any departure
                           from the results of an Auction for shares of such
                           series, as determined by the Auction Agent, shall be
                           of no effect for purposes of the registry of Existing
                           Holders maintained by the Auction Agent pursuant to
                           the Auction Agency Agreement unless and until the
                           Auction Agent shall have been notified of such
                           delivery or non-delivery.

                                       9
<PAGE>

                  (f)      The Auction Agent shall have no duty or liability
                           with respect to enforcement of this Section 2.7.

3.       The Auction Agent

         3.1      Duties and Responsibilities.

                  (a)      The Auction Agent is acting solely as agent for the
                           Funds with whom such Auction Agent has entered into
                           Request Letters hereunder and owes no duties,
                           fiduciary or otherwise, to any other Person.

                  (b)      The Auction Agent undertakes to perform such duties
                           and only such duties as are specifically set forth in
                           such agreements to which it is a party, and no
                           implied covenants or obligations shall be read into
                           the agreements against the Auction Agent.

                  (c)      In the absence of willful misconduct or gross
                           negligence on its part, the Auction Agent shall not
                           be liable for any action taken, suffered, or omitted
                           or for any error of judgment made by it in the
                           performance of its duties under this agreements. The
                           Auction Agent shall not be liable for any error of
                           judgment made in good faith unless the Auction Agent
                           shall have been grossly negligent in ascertaining the
                           pertinent facts.

         3.2      Rights of the Auction Agent.

                  (a)      The Auction Agent may conclusively rely and shall be
                           protected in acting or refraining from acting upon
                           any communication authorized hereby and upon any
                           written instruction, notice, request, direction,
                           consent, report, certificate, share certificate or
                           other instrument, paper or document believed in good
                           faith by it to be genuine. The Auction Agent shall
                           not be liable for acting upon any telephone
                           communication authorized hereby which the Auction
                           Agent believes in good faith to have been given by
                           the Fund or by a Broker-Dealer. The Auction Agent may
                           record telephone communications with the
                           Broker-Dealers.

                  (b)      The Auction Agent may consult with counsel of its
                           choice and the advice of such counsel shall be full
                           and complete authorization and protection in respect
                           of any action taken, suffered or omitted by it
                           hereunder in good faith and in reliance thereon.

                  (c)      The Auction Agent shall not be required to advance,
                           expend or risk its own funds or otherwise incur or
                           become exposed to financial liability in the
                           performance of its duties hereunder.

                  (d)      The Auction Agent shall not be responsible or liable
                           for any failure or delay in the performance of its
                           obligations under this agreement arising out of or
                           caused, directly or indirectly, by circumstances
                           beyond its reasonable control, including, without
                           limitation, acts of God;

                                       10
<PAGE>

                           earthquakes; fires, floods; wars; civil or military
                           disturbances; sabotage; acts of terrorism; epidemics;
                           riots; interruptions, loss or malfunctions of
                           utilities; computer (hardware or software) or
                           communications services; accidents; labor disputes;
                           acts of civil or military authority or governmental
                           actions; it being understood that the Auction Agent
                           shall use reasonable efforts which are consistent
                           with accepted practices in the banking industry to
                           resume performance as soon as practicable under the
                           circumstances.

                  (e)      In no event shall the Auction Agent be responsible or
                           liable for special, indirect or consequential loss or
                           damage of any kind whatsoever (including, but not
                           limited to, loss of profit), even if the Auction
                           Agent has been advised of the likelihood of such loss
                           or damage and regardless of the form of action.

         3.3      Auction Agent's Disclaimer. The Auction Agent makes no
                  representation as to the validity or adequacy of this
                  Agreement, the Auction Agency Agreement or the shares of
                  Preferred Shares of any series.

4.       Miscellaneous

         4.1      Termination. Any party to this Agreement may terminate the
                  Agreement at any time on five days' notice to the other
                  parties to such Agreement, provided that the Fund party to the
                  Agreement shall not terminate the Agreement unless at least
                  one Broker-Dealer Agreement would be in effect for each series
                  of Preferred Shares of the Fund after such termination. Each
                  Agreement shall automatically terminate with respect to any
                  series of Preferred Shares with respect to which the Auction
                  Agency Agreement has terminated.

         4.2      Force Majeure. Neither party to this Agreement shall be
                  responsible or liable for any failure or delay in the
                  performance of its obligations under this Agreement arising
                  out of or caused, directly or indirectly, by circumstances
                  beyond its reasonable control, including, without limitation,
                  acts of God; earthquakes; fires; floods; wars; civil or
                  military disturbances; sabotage; epidemics; riots;
                  interruptions, loss or malfunctions or utilities; computer
                  (hardware or software) or communications services; accidents;
                  labor disputes; acts of civil or military authority or
                  governmental actions; it being understood that the parties
                  shall use reasonable efforts which are consistent with
                  accepted practices in the banking industry to resume
                  performance as soon as practicable under the circumstances.

         4.3      Participant in Securities Depository. BD is, and shall remain
                  for the term of this Agreement, a member of, or participant
                  in, the Securities Depository (or an affiliate of such a
                  member participant).

         4.4      Payment of Dividends in Same-Day Funds. BD represents that it
                  (or if BD does not act as Agent Member, one of its affiliates)
                  shall make all dividend payments

                                       11
<PAGE>

                  on the Preferred Shares available in same-day funds on each
                  Dividend Payment Date to customers that use BD or affiliate as
                  Agent Member.

         4.5      Communications. Except (i) communications authorized to be by
                  telephone by this Agreement or the Auction Procedures and (ii)
                  communications in connection with Auctions (other than those
                  expressly required to be in writing), all notices, requests
                  and other communications to any party hereunder shall be in
                  writing (including telecopy or similar writing) and shall be
                  given to such party, addressed to it, at its addressed or
                  telecopy number set forth below:

         If to BD, to the address or telecopy number as set forth in the
Acceptance Letter.

         If to the Auction Agent, to the address or telecopy number as set forth
in the Request Letter.

         If to the Fund, addressed:

                  Calamos Strategic Total Return Fund
                  1111 East Warrenville Road
                  Naperville, Illinois  60563-1493
                  Attention:  James S. Hamman, Jr.
                  Telephone No.:  (630) 245-7296

or such other address or telecopy number as such party may hereafter specify for
such purpose by notice to the other parties. Each such notice, request or
communication shall be effective when delivered at the address specified herein.
Communications shall be given on behalf of BD by a BD Officer and on behalf of
the Auction Agent by an Authorized Officer. BD may record telephone
communications with the Auction Agent.

         4.6      Entire Agreement. This Agreement contains the entire agreement
                  among the parties hereto relating to the subject matter
                  hereof, and there are no other representations, endorsements,
                  promises, agreements or understandings, oral, written or
                  implied, among the parties hereto relating to the subject
                  matter hereof. This Agreement supersedes and terminates all
                  prior Broker-Dealer Agreements between the parties.

         4.7      Benefits. Nothing in this Agreement, express or implied, shall
                  give to any person, other than the Fund, the Auction Agent, BD
                  and their respective successors and assigns, any benefit of
                  any legal or equitable right, remedy or claim hereunder.

         4.8      Amendment; Waiver.

                  (a)      This Agreement shall not be deemed or construed to be
                           modified, amended, rescinded, canceled or waived, in
                           whole or in part, except by a written instrument
                           signed by a duly authorized representative of the
                           party to be charged.

                                       12
<PAGE>

                  (b)      Failure of any party hereto to exercise any right or
                           remedy hereunder in the event of a breach hereof by
                           any other party shall not constitute a waiver of any
                           such right or remedy with respect to any subsequent
                           breach.

         4.9      Successors and Assigns. This Agreement shall be binding upon,
                  inure to the benefit of, and be enforceable by, the respective
                  successors and assigns of each of the Auction Agent and BD.
                  This Agreement may not be assigned by either party hereto
                  absent the prior written consent of the other party; provided,
                  however, that this Agreement may be assigned by the Auction
                  Agent to a successor Auction Agent selected by the Fund
                  without the consent of BD.

         4.10     Severability. If any clause, provision or section hereof shall
                  be ruled invalid or unenforceable by any court of competent
                  jurisdiction, the invalidity or unenforceability of such
                  clause, provision or section shall not affect any of the
                  remaining clauses, provisions or sections thereof.

         4.11     Execution in Counterparts. This Agreement may be executed in
                  several counterparts, each of which shall be an original and
                  all of which shall constitute but one and the same instrument.

         4.12     Governing Law. This Agreement shall be governed by and
                  construed in accordance with the laws of the State of New York
                  applicable to agreements made and to be performed in said
                  State.

                                       13


<PAGE>


                                                                       EXHIBIT A

                              SETTLEMENT PROCEDURES


                                       A-1

<PAGE>

EXHIBIT B


                                 [Name of Fund]


                         $_____ ______ PREFERRED SHARES


                                   Series ____


                           AUCTION DATE: _____________


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
ISSUE: ___________________     SERIES: _________
------------------------------------------------------------------------------------------------------------------------------------
THE UNDERSIGNED Broker-Dealer SUBMITS THE FOLLOWING ORDERS ON BEHALF OF THE BIDDER(S) LISTED BELOW:
------------------------------------------------------------------------------------------------------------------------------------
ORDERS BY EXISTING HOLDERS-                          NUMBER OF SHARES OF             ORDERS BY                    NUMBER OF SHARES
                                                      PREFERRED SHARES           POTENTIAL HOLDERS-             OF PREFERRED SHARES
------------------------------------------------------------------------------------------------------------------------------------
                                                                                  POTENTIAL HOLDER              BID/RATE
------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>        <C>        <C>                 <C>     <C>                  <C>       <C>

EXISTING HOLDER                          HOLD        BID/RATE             SELL   1.                                      /
                                                                                    ------            -------    ------------------
------------------------------------------------------------------------------------------------------------------------------------
1.                                                            /                  2.                                      /
   ------                      ------    ---------   ------------------  -------    ------            -------    ------------------

------------------------------------------------------------------------------------------------------------------------------------
2.                                                            /                  3.                                      /
   ------                      ------    ---------   ------------------  -------    ------            -------    ------------------
------------------------------------------------------------------------------------------------------------------------------------
3.                                                            /                  4.                                      /
   ------                      ------    ---------   ------------------  -------    ------            -------    ------------------
------------------------------------------------------------------------------------------------------------------------------------
4.                                                            /                  5.                                      /
   ------                      ------    ---------   ------------------  -------    ------            -------    ------------------
------------------------------------------------------------------------------------------------------------------------------------
5.                                                            /                  6.                                      /
   ------                      ------    ---------   ------------------  -------    ------            -------    ------------------
------------------------------------------------------------------------------------------------------------------------------------
6.                                                            /                  7.                                      /
   ------                      ------    ---------   ------------------  -------    ------            -------    ------------------
------------------------------------------------------------------------------------------------------------------------------------
7.                                                            /                  8.                                      /
   ------                      ------    ---------   ------------------  -------    ------            -------    ------------------
------------------------------------------------------------------------------------------------------------------------------------
8.                                                            /                  9.                                      /
   ------                      ------    ---------   ------------------  -------    ------            -------    ------------------
------------------------------------------------------------------------------------------------------------------------------------
9.                                                            /                  10.                                     /
   ------                      ------    ---------   ------------------  -------    ------            -------    ------------------
------------------------------------------------------------------------------------------------------------------------------------
10.                                                           /                  11.                                     /
   ------                      ------    ---------   ------------------  -------    ------            -------    ------------------
------------------------------------------------------------------------------------------------------------------------------------
                                                                                 12.                                     /
                                                                                    ------            -------    ------------------
------------------------------------------------------------------------------------------------------------------------------------
NOTES:                                                                           13.                                     /
                                                                                    ------            -------    ------------------
------------------------------------------------------------------------------------------------------------------------------------
                                                                                 14.                                     /
                                                                                    ------            -------    ------------------
------------------------------------------------------------------------------------------------------------------------------------
1.   If one or more Orders covering in the aggregate  more than the number of
     outstanding  shares of                                                      15.                                     /
                                                                                    ------            -------    ------------------
     Preferred  Shares held by any Existing holder are submitted, such Orders
     shall be considered  valid in the order of priority set forth in the
     Auction Procedures.

------------------------------------------------------------------------------------------------------------------------------------
2.   A Hold Order or Sell Order may be placed only by an Existing Holder
     covering a number of shares of Preferred Shares not greater than the
     number of shares of Preferred Shares currently held by such Existing
     Holder.

------------------------------------------------------------------------------------------------------------------------------------
3.   Potential Holders may make Bids only, each of which must specify a rate. If
     more than one Bid is submitted on behalf of any Potential Holder, each Bid
     submitted shall be a separate Bid with the rate specified.

4.   Bids may contain no more than three figures to the right of the decimal
     point (.001 of 1%).
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       B-1


<PAGE>



<TABLE>
<S>                                                              <C>
------------------------------------------------------------------------------------------------------------------------------------

[AUCTION AGENT] AUCTION BID FORM                                 NAME OF Broker-Dealer:
                                                                 AUTHORIZED
Submit to:                                                       SIGNATURE:

                                                                 TOTAL NUMBER OF ORDERS ON THIS BID FORM:  ____________________
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      B-2


<PAGE>



                                                                       EXHIBIT C

                       (To be used only for transfers made
                       other than pursuant to in Auction)

                                 [NAME OF FUND]
                                PREFERRED SHARES,
                              SERIES -- ("______")
                                  TRANSFER FORM

We are (check one):

          The Existing Holder named below;
---------

          The Broker-Dealer for such Existing Holding; or
---------

          The Agent Member for such Existing Holder.
---------

We hereby notify you that such Existing Holder has transferred _____ shares of
the above series of Preferred Shares to __________________________.


                                           -------------------------------------
                                          (Name of Existing Holder)

                                           -------------------------------------
                                          (Name of Broker-Dealer)

                                           -------------------------------------
                                          (Name of Agent Member)


                                          By:
                                             -----------------------------------
                                               Printed Name:


                                      C-1



<PAGE>


                                                                       EXHIBIT D

                        (To be used only for failures to
                       deliver shares of PREFERRED SHARES
                          sold pursuant to an Auction)

                                 [NAME OF FUND]

                       PREFERRED SHARES, SERIES____ ("_____")


                         NOTICE OF A FAILURE TO DELIVER

Complete either I or II

I.       We are a Broker-Dealer for _______________ (the "Purchaser"), which
         purchased ____ shares of the above series of Preferred Shares in the
         Auction held on _______________ from the seller of such shares.


II.      We are a Broker-Dealer for ________________ (the "Seller"), which sold
         _____ shares of the above series of Preferred Shares in the Auction
         held on _______________ to the purchaser of such shares.

         We hereby notify you that (check one) --

         [ ]      the Seller failed to deliver such shares of
                  Preferred Shares to the Purchaser

         [ ]      the Purchaser failed to make payment to the Seller
                  upon delivery of such shares of Preferred Shares

                                          Name:
                                               ---------------------------------
                                               (Name of Broker-Dealer)
                                          By:
                                               ---------------------------------
                                               Printed Name:
                                               Title:


                                      D-1


<PAGE>
                                                                       EXHIBIT E

                    [Form of Broker-Dealer Acceptance Letter]

                         Calamos Asset Management, Inc.

                                                          ________________, 2004

[Broker-Dealer]
[Address]

Ladies and Gentlemen:

         Reference is made to the Calamos Broker-Dealer Agreement-Basic Terms
for Acting as a Broker-Dealer Relating to Preferred Shares ("Preferred Shares")
dated         , 2004, receipt of which is hereby acknowledged by you (the "Basic
Terms"). For purposes of this letter ("Acceptance Letter") (a) "Fund" shall mean
any closed-end investment company registered under the Investment Company Act of
1940, as amended, for which Calamos Asset Management, Inc. acts as investment
adviser; (b) except as otherwise provided below, the Basic Terms are
incorporated herein by reference, you shall be considered BD for all purposes
thereof, The Bank of New York shall be considered the Auction Agent for all
purposes thereof, and each Fund shall be considered a Fund for all purposes
thereof.

         We hereby request that you act as a Broker-Dealer for the Preferred
Shares of each series, of each Fund that executes a letter, substantially in the
form attached hereto as Exhibit A or Exhibit B, as appropriate, appointing you
as a Broker-Dealer ("Request Letter"). You hereby (a) accept such appointment as
a Broker-Dealer for each series of Preferred Shares of each Fund identified in a
Request Letter and (b) agree to act as BD in accordance with the Basic Terms;
provided, however, that:

                  (1) for purposes of the Basic Terms, and notwithstanding any
provision to the contrary, your address, telecopy number and telephone number
for communications pursuant to the Basic Terms shall be as follows:





and the address, telecopy number and telephone number of the Auction Agent for
communications pursuant to the Basic Terms shall be as follows:



                                      E-1

<PAGE>



                  (2) notwithstanding any provisions of the Basic Terms to the
contrary, except as otherwise set forth herein, your appointment as
Broker-Dealer extends to each series of Preferred Shares issued by a Fund.

         You hereby acknowledge that, notwithstanding any provision of the Basic
Terms to the contrary, the Fund may (a) upon five business days' notice to the
Auction Agent and you, amend, alter or repeal any of the provisions contained in
the Basic Terms, it being understood and agreed that you shall be deemed to have
accepted any such amendment, alteration or repeal if, after the expiration of
such five business day period, you submit an Order to the Auction Agent in
respect of the shares of Preferred Shares of a Fund or Funds to which such
amendment, alteration or repeal relates, and (b) upon two business days' notice
to the Auction Agent and you, exclude you from participating as a Broker-Dealer
in any particular Auction for any particular series of Preferred Shares.

         This Acceptance Letter shall be deemed to form part of the Basic Terms.

         Capitalized Terms not defined in this Acceptance Letter shall have the
meanings ascribed to them in the Basic Terms.

                            [Signature Page Follows]


                                      E-2


<PAGE>

         If the foregoing terms are acceptable to you, please so indicate in the
space provided below. This Acceptance Letter may be executed in any number of
counterparts, each of which shall be an original, but all of which shall
constitute one and the same instrument.



                                        CALAMOS ASSET MANAGEMENT, INC.

                                        By:
                                           ------------------------------------
                                             Name:
                                             Title:

Accepted by and Agreed to as of
the date first written above:

                                        THE BANK OF NEW YORK

-------------------------------
[Broker-Dealer]

                                        By:
                                           ------------------------------------
By:                                        Name:
   ----------------------------            Title:
   Name:
   Title:


                                      E-3


<PAGE>


                         EXHIBIT A TO ACCEPTANCE LETTER

                            [Form of Request Letter]

                                                         ----------------, -----

FROM:    All investment companies registered under the Investment Company Act of
         1940, as amended, for which Calamos Asset Management, Inc. acts as
         investment adviser and whose registration statements relating to shares
         of Preferred Shares have been declared effective by the Securities and
         Exchange Commission on or prior to the date hereof.

TO:      Calamos Asset Management, Inc.
         The Bank of New York

Ladies and Gentlemen:

         Reference is made to (a) the Calamos Broker-Dealer Agreement -- Basic
Terms for Acting as a Broker-Dealer relating to Preferred Shares ("Preferred
Shares") dated ____________ __, 2004, receipt of which is hereby acknowledged by
you (the "Broker-Dealer Basic Terms"); and (b) the Calamos Auction Agency
Agreement -- Basic Terms for Acting as Auction Agent relating to Preferred
Shares dated ____________ __, 2004, receipt of which is hereby acknowledged by
you (the "Auction Agency Basic Terms"). For purposes of this letter ("Request
Letter"), (a) "Fund" shall mean any closed-end investment company registered
under the Investment Company Act of 1940, as amended, for which Calamos Asset
Management, Inc. acts as investment adviser; (b) the Broker-Dealer Basic Terms
are incorporated herein by reference, each Broker-Dealer listed on Exhibit A
hereto shall be considered BD for all purposes thereof, The Bank of New York
shall be considered the Auction Agent for all purposes thereof, and each Fund
referred to on Exhibit B hereto shall be considered a Fund for all purposes
thereof; (c) the Auction Agency Basic Terms are incorporated herein by
reference, The Bank of New York shall be considered the Auction Agent for all
purposes thereof, and each Fund referred to on Exhibit B hereto shall be
considered a Fund for all purposes thereof.

         We hereby appoint the Broker-Dealers listed on Exhibit A hereto as
Broker-Dealers for the Preferred Shares of each series of each Fund referred to
on Exhibit B hereto. Each such Broker-Dealer will act as BD in respect of such
series in accordance with the Broker-Dealer Basic Terms; provided, however, that
for purposes of any such Broker-Dealer Agreement or the Broker-Dealer Basic
Terms, and notwithstanding any provision of any Broker-Dealer Agreement to the
contrary, The Bank of New York's address, telecopy number and telephone number
for communications pursuant to such Broker-Dealer Agreement or the Broker-Dealer
Basic Terms shall be as follows:


                                      A-1


<PAGE>


                       -----------------------------------

                       -----------------------------------

                       -----------------------------------

                       -----------------------------------

         The Bank of New York agrees to act as Auction Agent with respect to
shares of each series of Preferred Shares of each Fund referred to on Exhibit B
hereto in accordance with the Auction Agency Basic Terms.

         This Request Letter shall be deemed to form part of the Auction Agency
Basic Terms.

         Capitalized terms not defined in this Request Letter shall have the
meanings ascribed to them in the relevant Broker-Dealer Basic Terms or Auction
Agency Basic Terms, as the case may be.

                            [Signature Page Follows]

                                      A-2


<PAGE>


         If the foregoing terms are acceptable to you, please so indicate in the
space provided below. This Request Letter may be executed in any number of
counterparts, each of which shall be an original, but all of which shall
constitute one and the same instrument.

                                    All investment companies registered under
                                    the Investment Company Act of 1940, as
                                    amended, for which Calamos Asset Management,
                                    Inc. acts as investment adviser and whose
                                    registration statements relating to shares
                                    of Preferred Shares have been declared
                                    effective by the Securities and Exchange
                                    Commission on or prior to the date hereof.


                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:


Accepted and Agreed to as of
the date first written above:


CALAMOS ASSET MANAGEMENT, INC.      THE BANK OF NEW YORK

By:                                 By:
   ----------------------------        ----------------------------------------
     Name:                             Name:
     Title:                            Title:


cc: [Broker-Dealers]


                                      A-3
<PAGE>



                           EXHIBIT A TO REQUEST LETTER

                            [LIST OF BROKER-DEALERS]



                                       A-1


<PAGE>



                           EXHIBIT B TO REQUEST LETTER

         Each Fund whose registration statement relating to shares of Preferred
Shares has been declared effective by the Securities and Exchange Commission on
or prior to the date of the Request Letter to which this Exhibit B is attached.

                                       B-1

<PAGE>





                         EXHIBIT B TO ACCEPTANCE LETTER

                            [Form of Request Letter]

                              [Name(s) of Fund(s)]

                                                           --------------, -----

Ladies and Gentlemen:

         Reference is made to (a) the Calamos Broker-Dealer Agreement -- Basic
Terms for Acting as a Broker-Dealer relating to Preferred Shares ("Preferred
Shares") dated ____________ __, 2004, receipt of which is hereby acknowledged by
you (the "Broker-Dealer Basic Terms") and (b) the Calamos Auction Agency
Agreement -- Basic Terms for Acting as Auction Agent dated ____________ __,
2003, receipt of which is hereby acknowledged by you (the "Auction Agency Basic
Terms"). For purposes of this letter ("Request Letter"), (a) "Fund" shall mean
each undersigned closed-end investment company registered under the Investment
Company Act of 1940, as amended, for which Calamos Asset Management, Inc. acts
as investment adviser; (b) the Broker-Dealer Basic Terms are incorporated herein
by reference, each Broker-Dealer listed on Exhibit A hereto shall be considered
Broker-Dealer for all purposes thereof, The Bank of New York shall be considered
the Auction Agent for all purposes thereof, and each Fund shall be considered a
Fund for all purposes thereof; and (c) the Auction Agency Basic Terms are
incorporated herein by reference, The Bank of New York shall be considered the
Auction Agent for all purposes thereof, and each Fund shall be considered a Fund
for all purposes thereof.

         Each Fund hereby appoints the Broker-Dealers listed on Exhibit A hereto
as Broker-Dealers for each series of Preferred Shares of such Fund. Each such
Broker-Dealer will act as Broker-Dealer in respect of each such series in
accordance with the Broker-Dealer Basic Terms; provided, however, that for
purposes of the Broker-Dealer Basic Terms, The Bank of New York's address,
telecopy number and telephone number for communications pursuant to the
Broker-Dealer Basic Terms shall be as follows:

                       -----------------------------------

                       -----------------------------------

                       -----------------------------------

                       -----------------------------------

         The Bank of New York agrees to act as Auction Agent with respect to
shares of each series of Preferred Shares of each Fund in accordance with the
Auction Agency Basic Terms.

         This Request Letter shall be deemed to form part of the Auction Agency
Basic Terms.

                                       B-1


<PAGE>

         Capitalized terms not defined in this Request Letter shall have the
meanings ascribed to them in the Broker-Dealer Basic Terms or Auction Agency
Basic Terms, as the case may be.

         If the foregoing terms are acceptable to you, please so indicate in the
space provided below. This Request Letter may be executed in any number of
counterparts, each of which shall be an original, but all of which shall
constitute one and the same instrument.

                                             [NAME(S) OF FUND(S)]


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


Accepted and Agreed to as of
the date first written above:


CALAMOS ASSET MANAGEMENT, INC.                THE BANK OF NEW YORK


By:                                           By:
   -------------------------------               -------------------------------
   Name:                                         Name:
   Title:                                        Title:


cc: [Broker-Dealers listed on Exhibit A]


                                      B-2


<PAGE>



                           EXHIBIT A TO REQUEST LETTER

                            [LIST OF BROKER-DEALERS]



                                       A-1

</TEXT>
</DOCUMENT>
