<DOCUMENT>
<TYPE>EX-99.77E LEGAL
<SEQUENCE>4
<FILENAME>c66517ex77e.txt
<DESCRIPTION>EX-99.77E
<TEXT>
<PAGE>
LEGAL PROCEEDINGS

The Fund, the Fund's Board of Trustees, Calamos Advisors LLC (the "Adviser"),
and the corporate parent of the Adviser, Calamos Asset Management, Inc. have
been named as defendants in putative class action complaints filed by plaintiffs
in the Circuit Court of Cook County, Illinois and removed by the defendants to
the United States District Court for the Northern District of Illinois related
to the Fund's redemption of its previously outstanding Auction Rate Cumulative
Preferred Shares (the "ARPS") at their liquidation preference. The complaints,
captioned Brown v. Calamos, et al. and Bourrienne v. Calamos, et al., generally
allege that the Fund's Board of Trustees breached certain fiduciary duties owed
to the common shareholders of the Fund by approving the redemption of the Fund's
ARPS at their liquidation preference, and by recapitalizing the Fund with
debt-based borrowings that were allegedly less advantageous to the Fund's common
shareholders. The complaints also allege that the Adviser and the corporate
parent of the Adviser aided and abetted the Trustees' alleged breaches of
fiduciary duty and were unjustly enriched as a result, while the Brown complaint
also alleges that the Fund itself aided and abetted these actions and was
similarly unjustly enriched as a result. Both complaints allege identical causes
of action and encompass materially identical putative classes and class periods.
The suits seek indeterminate monetary and punitive damages from the named
defendants, as well as injunctive relief. On March 14, 2011, the judge assigned
to the Brown case dismissed it, and the plaintiff filed a Notice of Appeal in
the United States Court of Appeals for the Seventh Circuit. The Seventh Circuit
issued a decision on November 10, 2011 affirming the dismissal of the case
entered by the lower court. On August 4, 2011, the judge assigned to the
Bourrienne case dismissed it, and the plaintiff filed a Notice of Appeal in the
United States Court of Appeals for the Seventh Circuit. The Seventh Circuit
issued an order on December 7, 2011 dismissing the appeal pursuant to the
parties' stipulation of dismissal.

The Calamos Convertible & High Income Fund ("CHY"), CHY's Board of Trustees, the
Adviser and the corporate parent of the Adviser, Calamos Asset Management, Inc.,
among other persons, also have been named as defendants in a putative class
action complaint captioned Rutgers Casualty Ins. Co. v. Calamos, et al., which
relates to the redemption of ARPS by CHY. The complaint, which is similar to the
Brown and Bourrienne complaints, is currently pending in the United States
District Court for the Northern District of Illinois. The Rutgers complaint
generally alleges that CHY's Board of Trustees breached certain fiduciary duties
owed to the common shareholders of CHY by approving the redemption of CHY's ARPS
at their liquidation preference, and by recapitalizing CHY with debt-based
borrowings that were allegedly less advantageous to CHY's common shareholders.
The complaints also allege that the Adviser, the corporate parent of the
Adviser, and CHY itself aided and abetted the Trustees' alleged breaches of
fiduciary duty and were unjustly enriched as a result. The suit seeks
indeterminate monetary and punitive damages from the named defendants, as well
as injunctive relief. The defendants believe that the Rutgers complaint is
without merit, intend to defend themselves vigorously against the allegations,
and have moved to dismiss the case. That motion is pending before the district
court. The Fund believes that the litigation does not have any present material
adverse effect on the Fund or on the ability of the Adviser to perform its
obligations under its investment advisory contract with the Fund.
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