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<SEC-DOCUMENT>0000950137-04-002445.txt : 20040331
<SEC-HEADER>0000950137-04-002445.hdr.sgml : 20040331
<ACCEPTANCE-DATETIME>20040331172944
ACCESSION NUMBER:		0000950137-04-002445
CONFORMED SUBMISSION TYPE:	N-2
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20040331

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CALAMOS GLOBAL TOTAL RETURN FUND
		CENTRAL INDEX KEY:			0001285650
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		N-2
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-114111
		FILM NUMBER:		04707059

	BUSINESS ADDRESS:	
		STREET 1:		1111 EAST WARRENVILLE ROAD
		CITY:			NAPERVILLE
		STATE:			IL
		ZIP:			60563-1493
		BUSINESS PHONE:		8003239943

	MAIL ADDRESS:	
		STREET 1:		1111 EAST WARRENVILLE ROAD
		CITY:			NAPERVILLE
		STATE:			IL
		ZIP:			60563-1493

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CALAMOS GLOBAL TOTAL RETURN FUND
		CENTRAL INDEX KEY:			0001285650
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		N-2
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-21547
		FILM NUMBER:		04707060

	BUSINESS ADDRESS:	
		STREET 1:		1111 EAST WARRENVILLE ROAD
		CITY:			NAPERVILLE
		STATE:			IL
		ZIP:			60563-1493
		BUSINESS PHONE:		8003239943

	MAIL ADDRESS:	
		STREET 1:		1111 EAST WARRENVILLE ROAD
		CITY:			NAPERVILLE
		STATE:			IL
		ZIP:			60563-1493
</SEC-HEADER>
<DOCUMENT>
<TYPE>N-2
<SEQUENCE>1
<FILENAME>c84171nv2.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>
<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 2004

                                                   1933 Act File No. 333-
                                                   1940 Act File No. 811-
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM N-2

                           (CHECK APPROPRIATE BOXES)

[X]  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ]  PRE-EFFECTIVE AMENDMENT NO.
[ ]  POST-EFFECTIVE AMENDMENT NO.
                                     and/or
[X]  REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[ ]  AMENDMENT NO. 1
                        CALAMOS GLOBAL TOTAL RETURN FUND
                Exact Name of Registrant as Specified in Charter

          1111 East Warrenville Road, Naperville, Illinois 60563-1493
 Address of Principal Executive Offices (Number, Street, City, State, Zip Code)

                                 (630) 245-7200
               Registrant's Telephone Number, including Area Code

                              James S. Hamman, Jr.
                                   Secretary
                         Calamos Asset Management, Inc.
                           1111 East Warrenville Road
                        Naperville, Illinois 60563-1493

 Name and Address (Number, Street, City, State, Zip Code) of Agent for Service

                          COPIES OF COMMUNICATIONS TO:

<Table>
<S>                                                <C>
                 David A. Sturms                                    Cameron S. Avery
     Vedder, Price, Kaufman & Kammholz, P.C.                    Bell, Boyd & Lloyd, LLC
                222 North LaSalle                                70 West Madison Street
                Chicago, IL 60601                                      Suite 3300
                                                                 Chicago, IL 60602-4207
</Table>

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:  As soon as practicable after the
effective date of this Registration Statement
                             ---------------------
     If any of the securities being registered on this Form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered in
connection with a dividend or interest reinvestment plans, check the following
box.  [ ]

     It is proposed that this filing will become effective (check appropriate
box)

     [ ] when declared effective pursuant to section 8(c).
                             ---------------------

        CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                PROPOSED MAXIMUM
    TITLE OF SECURITIES              AMOUNT            PROPOSED MAXIMUM        AGGREGATE OFFERING            AMOUNT OF
      BEING REGISTERED          BEING REGISTERED    OFFERING PRICE PER UNIT         PRICE(1)            REGISTRATION FEE(2)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                   <C>                      <C>                      <C>
Common Shares (no par
  value)....................         1,000                  $15.00                   $15,000                   $1.90
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
</Table>

(1) Estimated solely for the purpose of calculating the registration fee.

(2) Transmitted prior to the filing date.

     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT, WHICH SPECIFICALLY STATES THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
<PAGE>

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 state where the offer or sale is not permitted.

                             SUBJECT TO COMPLETION

                 PRELIMINARY PROSPECTUS DATED           , 2004

PROSPECTUS

                                              SHARES

                        CALAMOS GLOBAL TOTAL RETURN FUND
                                 COMMON SHARES

                               $       PER SHARE
                             ---------------------
    Investment Objectives.  Calamos Global Total Return 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.

    Portfolio Contents.  Under normal circumstances, the Fund will invest
primarily in a portfolio of common and preferred stocks, convertible securities
and income producing securities such as investment grade and below investment
grade (high yield/high risk) debt securities. The Fund, under normal
circumstances, will invest at least 50% of its managed assets in equity
securities (including securities that are convertible into equity securities).
The Fund may invest up to 100% of its managed assets in securities of foreign
issuers, including debt and equity securities of corporate issuers and debt
securities of government issuers, in developed and emerging markets. However,
the Fund will invest in securities of at least three countries, which may
include the United States. "Managed assets" means the total assets of the Fund
(including any assets attributable to any leverage that may be outstanding)
minus the sum of accrued liabilities (other than debt representing financial
leverage). For this purpose the liquidation preference on any preferred shares
will not constitute a liability. Below investment grade (high yield/high risk)
securities are rated Ba or lower by Moody's Investors Service, Inc. ("Moody's")
or BB or lower by Standard & Poor's, a division of The McGraw-Hill Companies,
Inc. ("Standard & Poor's") or are unrated securities of comparable quality as
determined by the Fund's investment adviser. Below investment grade securities
are commonly referred to as "junk bonds" and are considered speculative with
respect to the issuer's capacity to pay interest and repay principal. They
involve greater risk of loss, are subject to greater price volatility and are
less liquid, especially during periods of economic uncertainty or change, than
higher rated securities. There can be no assurance that the Fund will achieve
its investment objective.

    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. The common
shares are expected to be listed on the New York Stock Exchange under the symbol
"         ."

                                                   (continued on following page)

     INVESTING IN THE FUND'S COMMON SHARES INVOLVES RISKS THAT ARE DESCRIBED IN
THE "RISK FACTORS" SECTION BEGINNING ON PAGE    OF THIS PROSPECTUS.
                             ---------------------

<Table>
<Caption>
                                                              PER SHARE        TOTAL(2)
                                                              ---------        --------
<S>                                                           <C>              <C>
Public offering price.......................................   $15.00          $
Sales load..................................................   $  .675         $
Estimated offering expenses.................................   $  .03          $
Proceeds, after expenses, to the Fund(1)....................   $14.295         $
</Table>

     (1) Total organizational expenses and offering costs (other than the sales
         load, but including reimbursement of underwriter expenses of $     per
         share) are estimated to be $     or $     per share. Calamos has agreed
         to pay organizational expenses of the Fund and to pay offering costs of
         the Fund (other than sales load, but including reimbursement of
         underwriter expenses of $     per share) that exceed $.03 per share.

     (2) The Fund has granted the underwriters an option to purchase up to
         additional common shares at the public offering price less the sales
         load, solely to cover overallotments, if any. If such option is
         exercised in full, the total public offering price, sales load,
         estimated offering expenses and proceeds to the Fund will be $     ,
         $     , $     and $     , respectively. See "Underwriting."

    The underwriters may also purchase up to an additional     common shares at
the public offering price, less the sales load, within 45 days from the date of
this prospectus to cover overallotments.

    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.

    The common shares will be ready for delivery on or about          , 2004.
                             ----------------------
                                 [UNDERWRITERS]
                             ----------------------
                The date of this prospectus is           , 2004.
<PAGE>

(continued from previous page)

     Investment Adviser.  Calamos Asset Management, Inc. ("Calamos") is the
Fund's investment adviser. See "Management of the Fund."

     Leverage.  The Fund may, but is not required to, issue preferred shares,
borrow money or issue debt securities. These practices are known as leverage.
The Fund currently anticipates that it will issue cumulative preferred shares,
as soon as practicable after the closing of this offering, with an aggregate
liquidation preference of up to approximately 33% of the Fund's total assets
immediately after issuance. As a non-fundamental policy, such preferred shares
or borrowings may not exceed 38% of the Fund's total assets. The Fund may not be
leveraged at all times and the amount of borrowings or leverage, if any, may
vary depending upon a variety of factors, including Calamos' outlook for the
market and the costs that the Fund would incur as a result of such leverage. The
use of preferred shares or borrowing to leverage the common shares creates
risks. See "Risk Factors -- Leverage" beginning on page   of this prospectus.

     You should read this prospectus, which contains important information about
the Fund, before deciding whether to invest in the Fund's common shares, and
retain it for future reference. A statement of additional information, dated
          , 2004, containing additional information about the Fund, has been
filed with the Securities and Exchange Commission (the "Commission") and is
incorporated by reference in its entirety into this prospectus. You may request
a free copy of the statement of additional information, the table of contents of
which is on page   of this prospectus, by calling 1-800-582-6959 or by writing
to the Fund. You can review and copy documents the Fund has filed at the
Commission's Public Reference Room in Washington, D.C. Call 1-202-942-8090 for
information. The Commission charges a fee for copies. You can get the same
information free from the Commission's EDGAR database on the Internet
(http://www.sec.gov). You may also e-mail requests for these documents to
publicinfo@sec.gov or make a request in writing to the Commission's Public
Reference Section, Washington, D.C. 20549-0102.

     The Fund's common shares do not represent a deposit or obligation of, and
are not guaranteed or endorsed by, any bank or other insured depository
institution and are not federally insured by the Federal Deposit Insurance
Corporation, the Federal Reserve Board or any other government agency.
<PAGE>

                               TABLE OF CONTENTS

<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Prospectus Summary..........................................    1
Summary of Fund Expenses....................................   13
The Fund....................................................   14
Use of Proceeds.............................................   14
Investment Objective and Principal Investment Strategies....   15
Leverage....................................................   18
Interest Rate Transactions..................................   21
Risk Factors................................................   23
Management of the Fund......................................   29
Dividends and Distributions; Automatic Dividend Reinvestment
  Plan......................................................   31
Closed-End Fund Structure...................................   34
U.S. Federal Income Tax Matters.............................   35
Net Asset Value.............................................   37
Description of Shares.......................................   38
Certain Provisions of the Agreement and Declaration of Trust
  and By-Laws...............................................   40
Underwriting................................................   42
Custodian, Transfer Agent and Dividend Disbursing Agent.....   44
Legal Opinions..............................................   44
Table of Contents for Statement of Additional Information...   45
</Table>

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

     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT, AND THE UNDERWRITERS HAVE NOT,
AUTHORIZED ANY OTHER PERSON TO PROVIDE YOU WITH DIFFERENT INFORMATION. IF ANYONE
PROVIDES YOU WITH DIFFERENT OR INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON
IT. WE ARE NOT, AND THE UNDERWRITERS ARE NOT, MAKING AN OFFER TO SELL THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. YOU
SHOULD ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY
AS OF THE DATE OF THIS PROSPECTUS. OUR BUSINESS, FINANCIAL CONDITION AND
PROSPECTS MAY HAVE CHANGES SINCE THAT DATE.

                                        i
<PAGE>

                               PROSPECTUS SUMMARY

     This is only a summary. This summary does not contain all of the
information that you should consider before investing in the Fund's common
shares. You should review the more detailed information contained in this
prospectus and in the statement of additional information, especially the
information set forth under the heading "Risk Factors."

THE FUND......................   Calamos Global Total Return Fund is a newly
                                 organized, diversified, closed-end management
                                 investment company. Throughout the prospectus,
                                 we refer to Calamos Global Total Return Fund as
                                 the "Fund" or as "we," "us," or "our." See "The
                                 Fund."

THE OFFERING..................   The Fund is offering common shares of
                                 beneficial interest ("common shares") at an
                                 initial offering price of $15.00 per share. The
                                 common shares are being offered by a group of
                                 underwriters led by           . You must
                                 purchase at least 100 common shares ($1,500) in
                                 order to participate in the offering. The Fund
                                 has granted the underwriters the right to
                                 purchase up to an additional           common
                                 shares at the public offering price, less the
                                 sales load, within 45 days from the date of
                                 this prospectus to cover overallotments.
                                 Calamos has agreed to pay organizational
                                 expenses and offering costs (other than sales
                                 load, but including reimbursement of
                                 underwriter expenses of $  per share) that
                                 exceed $.03 per share. See "Underwriting."

INVESTMENT OBJECTIVE..........   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. See "Investment Objective
                                 and Principal Investment
                                 Strategies -- Investment Objective."

INVESTMENT POLICIES...........   Primary Investments.  Under normal
                                 circumstances, the Fund will invest primarily
                                 in a [globally diversified] portfolio of common
                                 and preferred stocks and income producing
                                 securities such as investment grade and below
                                 investment grade (high yield/high risk) debt
                                 securities. The Fund, under normal
                                 circumstances, will invest at least 50% of its
                                 managed assets in equity securities (including
                                 securities that are convertible into equity
                                 securities). The Fund may invest up to 100% of
                                 its managed assets in securities of foreign
                                 issuers, including debt and equity securities
                                 of corporate issuers and debt securities of
                                 government issuers, in developed and emerging
                                 markets. The Fund will invest in securities of
                                 at least three countries, which may include the
                                 United States. "Managed assets" means the total
                                 assets of the Fund (including any assets
                                 attributable to any leverage that may be
                                 outstanding) minus the sum of accrued
                                 liabilities (other than debt representing
                                 financial leverage). For this purpose the
                                 liquidation preference on any preferred shares
                                 will not constitute a liability.

                                 Calamos will dynamically allocate the Fund's
                                 investments among multiple asset classes,
                                 seeking to obtain an appropriate balance of
                                 risk and reward through all market cycles using
                                 multiple strategies and combining them to seek
                                 to achieve favorable risk adjusted returns. See
                                 "Investment Objective and Principal Investment
                                 Strategies -- Principal Investment Strategies."

                                        1
<PAGE>

                                 The Fund will attempt to keep a consistent
                                 balance between risk and reward over the course
                                 of different market cycles, through various
                                 combinations of stocks, bonds, and/or
                                 convertible securities, to achieve what the
                                 investment adviser believes to be an
                                 appropriate blend for the then current market.
                                 As the market environment changes, portfolio
                                 securities may change in an attempt to achieve
                                 a relatively consistent risk level over time.
                                 At some points in a market cycle, one type of
                                 security may make up a substantial portion of
                                 the Fund's portfolio, while at other times
                                 certain securities may have minimal or no
                                 representation, depending on market conditions.
                                 See "Investment Objective and Principal
                                 Investment Strategies -- Principal Investment
                                 Strategies."

                                 Equity Securities.  Equity securities include
                                 common and preferred stocks, warrants, rights,
                                 and depository receipts. Under normal
                                 circumstances, the Fund will invest at least
                                 50% of its managed assets in equity securities
                                 (including securities that are convertible into
                                 equity securities). An investment in the equity
                                 securities of a company represents a
                                 proportionate ownership interest in that
                                 company. Therefore, the Fund participates in
                                 the financial success or failure of any company
                                 in which it has an equity interest.

                                 High Yield Securities.  The Fund may invest in
                                 high yield securities for either current income
                                 or capital appreciation or both. These
                                 securities are rated below investment grade
                                 (i.e., rated Ba or lower by Moody's or BB or
                                 lower by Standard & Poor's) or are unrated
                                 securities of comparable quality as determined
                                 by Calamos, the Fund's investment adviser. The
                                 Fund may invest in high yield securities of any
                                 rating. Non-convertible debt securities rated
                                 below investment grade are commonly referred to
                                 as "junk bonds" and are considered speculative
                                 with respect to the issuer's capacity to pay
                                 interest and repay principal. They involve
                                 greater risk of loss, are subject to greater
                                 price volatility and are less liquid,
                                 especially during periods of economic
                                 uncertainty or change, than higher rated
                                 securities. See "Investment Objective and
                                 Principal Investment Strategies -- Principal
                                 Investment Strategies -- High Yield
                                 Securities."

                                 Foreign Issuers.  The Fund may invest up to
                                 100% of its managed assets in securities of
                                 foreign issuers, including debt and equity
                                 securities of corporate issuers and debt
                                 securities of government issuers, in developed
                                 and emerging markets. The Fund will invest in
                                 securities of at least three countries, which
                                 may include the United States. A foreign issuer
                                 is a company organized under the laws of a
                                 foreign country that is principally traded in
                                 the financial markets of a foreign country. For
                                 these purposes foreign securities do not
                                 include securities represented by American
                                 Depository Receipts ("ADRs") or securities
                                 guaranteed by a U.S. person. See "Investment
                                 Objective and Principal Investment
                                 Strategies -- Principal Investment
                                 Strategies -- Foreign Securities."

                                        2
<PAGE>

                                 Convertible Securities.  The Fund may invest in
                                 convertible securities. A convertible security
                                 is a debt security or preferred stock that is
                                 exchangeable for an equity security (typically
                                 of the same issuer) at a predetermined price
                                 (the "conversion price"). Depending upon the
                                 relationship of the conversion price to the
                                 market value of the underlying security, a
                                 convertible security may trade more like an
                                 equity security than a debt instrument. The
                                 Fund may invest in convertible securities of
                                 any rating. Securities that are convertible
                                 into equity securities are considered equity
                                 securities for purposes of the Fund's policy to
                                 invest at least 50% of its managed assets in
                                 equity securities. See "Investment Objective
                                 and Principal Investment
                                 Strategies -- Principal Investment
                                 Strategies -- Convertible Securities."

                                 Synthetic Convertible Securities.  Calamos may
                                 also create a "synthetic" convertible security
                                 by combining separate securities that possess
                                 the two principal characteristics of a true
                                 convertible security, i.e., a fixed-income
                                 security ("fixed-income component") and the
                                 right to acquire an equity security
                                 ("convertible component"). The fixed-income
                                 component is achieved by investing in
                                 non-convertible, fixed-income securities such
                                 as bonds, preferred stocks and money market
                                 instruments. The convertible component is
                                 achieved by investing in warrants or options to
                                 buy common stock at a certain exercise price,
                                 or options on a stock index. The Fund may also
                                 purchase synthetic securities created by other
                                 parties, typically investment banks, including
                                 convertible structured notes. Different
                                 companies may issue the fixed-income and
                                 convertible components which may be purchased
                                 separately, and at different times. The Fund's
                                 holdings of synthetic convertible securities
                                 are considered equity securities for purposes
                                 of the Fund's policy to invest at least 50% of
                                 its managed assets in equity securities. See
                                 "Investment Objective and Principal Investment
                                 Strategies -- Principal Investment
                                 Strategies -- Synthetic Convertible
                                 Securities."

                                 Rule 144A Securities.  The Fund may invest
                                 without limit in securities that have not been
                                 registered for public sale, but that are
                                 eligible for purchase and sale by certain
                                 qualified institutional buyers ("Rule 144A
                                 Securities"). See "Investment Objective and
                                 Principal Investment Strategies -- Principal
                                 Investment Strategies -- Rule 144A Securities."

                                 Zero Coupon Securities.  The securities in
                                 which the Fund invests may include zero coupon
                                 securities, which are debt obligations that are
                                 issued or purchased at a significant discount
                                 from face value. The discount approximates the
                                 total amount of interest the security will
                                 accrue and compound over the period until
                                 maturity or the particular interest payment
                                 date at a rate of interest reflecting the
                                 market rate of the security at the time of
                                 issuance. Zero coupon securities do not require
                                 the periodic payment of interest. These
                                 investments benefit the issuer by mitigating
                                 its need for cash to meet debt service, but
                                 generally require a higher rate of return to
                                 attract investors who are willing to defer
                                 receipt of cash. These investments may
                                 experience

                                        3
<PAGE>

                                 greater volatility in market value than U.S.
                                 government or other securities that make
                                 regular payments of interest. The Fund accrues
                                 income on these investments for tax and
                                 accounting purposes, which is distributable to
                                 shareholders and which, because no cash is
                                 received at the time of accrual, may require
                                 the liquidation of other portfolio securities
                                 to satisfy the Fund's distribution obligations,
                                 in which case the Fund will forgo the
                                 opportunity to purchase additional income
                                 producing assets with the liquidation proceeds.
                                 Zero coupon U.S. government securities include
                                 STRIPS and CUBES, which are issued by the U.S.
                                 Treasury as component parts of U.S. Treasury
                                 bonds and represent scheduled interest and
                                 principal payments on the bonds. See
                                 "Investment Objective and Principal Investment
                                 Strategies -- Principal Investment
                                 Strategies -- Zero Coupon Securities."

                                 Other Securities.  The Fund may invest in other
                                 securities of various types. Normally, the Fund
                                 invests substantially all of its assets to meet
                                 its investment objective. For temporary
                                 defensive purposes, the Fund may depart from
                                 its principal investment strategies and invest
                                 part or all of its assets in securities with
                                 remaining maturities of less than one year,
                                 cash equivalents, or may hold cash. During such
                                 periods, the Fund may not be able to achieve
                                 its investment objective. See "Investment
                                 Objective and Principal Investment
                                 Strategies -- Principal Investment Strategies."

USE OF LEVERAGE BY THE FUND...   The Fund may, but is not required to, use
                                 leverage by issuing preferred shares, borrowing
                                 money or issuing debt securities. The Fund
                                 currently anticipates that it will issue
                                 cumulative preferred shares, as soon as
                                 practicable after the closing of this offering,
                                 with an aggregate liquidation preference of up
                                 to approximately 33% of the Fund's total
                                 assets. As a non-fundamental policy, such
                                 preferred shares or borrowing may not exceed
                                 38% of the Fund's total assets. However, the
                                 Board of Trustees reserves the right to issue
                                 preferred shares or borrow to the extent
                                 permitted by the Investment Company Act of 1940
                                 (the "1940 Act"). See "Leverage." The Fund may
                                 not be leveraged at all times and the amount of
                                 borrowing or leverage, if any, may vary
                                 depending upon a variety of factors, including
                                 Calamos' outlook for the market and the costs
                                 that the Fund would incur as a result of such
                                 leverage. Leverage involves greater risks. The
                                 Fund's leveraging strategy may not be
                                 successful. By leveraging its investment
                                 portfolio, the Fund creates an opportunity for
                                 increased net income or capital appreciation.
                                 However, the use of leverage also involves
                                 risks, which can be significant. These risks
                                 include the possibility that the value of the
                                 assets acquired with the proceeds of leverage
                                 decreases although the Fund's liability to
                                 holders of preferred shares or other types of
                                 leverage is fixed, greater volatility in the
                                 Fund's net asset value and the market price of
                                 the Fund's common shares and higher expenses.
                                 In addition, the rights of lenders and the
                                 holders of preferred shares and debt securities
                                 issued by the Fund will be senior to the rights
                                 of the holders of common shares with respect to
                                 the

                                        4
<PAGE>

                                 payment of dividends or upon liquidation.
                                 Holders of preferred shares will have voting
                                 rights in addition to and separate from the
                                 voting rights of common shareholders. See
                                 "Description of Shares -- Preferred Shares" and
                                 "Certain Provisions of the Agreement and
                                 Declaration of Trust and By-Laws." The holders
                                 of preferred shares, on the one hand, and the
                                 holders of the common shares, on the other, may
                                 have interests that conflict in certain
                                 situations. Since Calamos' management fee is
                                 based upon a percentage of the Fund's managed
                                 assets, which include assets attributable to
                                 any outstanding leverage, the investment
                                 management fee will be higher if the Fund is
                                 leveraged and Calamos will have an incentive to
                                 leverage the Fund. Calamos intends to leverage
                                 the Fund only when it believes that the
                                 potential return on additional investments
                                 acquired with the proceeds of leverage is
                                 likely to exceed the costs incurred in
                                 connection with the borrowing or issuance of
                                 preferred shares. The Fund will pay, and common
                                 shareholders will effectively bear, any costs
                                 and expenses relating to any borrowings and to
                                 the issuance and ongoing maintenance of
                                 preferred shares. Such costs and expenses
                                 include the higher management fee resulting
                                 from the use of any such leverage. See
                                 "Leverage" and "Risk Factors -- Leverage."

INTEREST RATE TRANSACTIONS....   In order to seek to reduce the interest rate
                                 risk inherent in the Fund's underlying
                                 investments and capital structure, the Fund, if
                                 market conditions are deemed favorable, likely
                                 will enter into interest rate swap or cap
                                 transactions to attempt to protect itself from
                                 increasing dividend or interest expenses on its
                                 leverage. The use of interest rate swaps and
                                 caps is a highly specialized activity that
                                 involves investment techniques and risks
                                 different from those associated with ordinary
                                 portfolio security transactions.

                                 In an interest rate swap, the Fund would agree
                                 to pay to the other party to the interest rate
                                 swap (which is known as the "counterparty") a
                                 fixed rate payment in exchange for the
                                 counterparty agreeing to pay to the Fund a
                                 payment at a variable rate that is expected to
                                 approximate the rate on any variable rate
                                 payment obligation on the Fund's leverage. The
                                 payment obligations would be based on the
                                 notional amount of the swap.

                                 In an interest rate cap, the Fund would pay a
                                 premium to the counterparty to the interest
                                 rate cap and, to the extent that a specified
                                 variable rate index exceeds a predetermined
                                 fixed rate, would receive from the counterparty
                                 payments of the difference based on the
                                 notional amount of such cap. Depending on the
                                 state of interest rates in general, the Fund's
                                 use of interest rate swap or cap transactions
                                 could enhance or harm the overall performance
                                 of the common shares. See "Interest Rate
                                 Transactions."

INVESTMENT ADVISER............   Calamos is the Fund's investment adviser.
                                 Calamos is responsible on a day-to-day basis
                                 for investment of the Fund's portfolio in
                                 accordance with its investment objective and
                                 policies. Calamos makes all investment
                                 decisions for the Fund and places purchase and
                                 sale orders for the Fund's portfolio
                                 securities. As of

                                        5
<PAGE>

                                           , 2004, Calamos managed approximately
                                 $     billion in assets of individuals and
                                 institutions. Calamos is a wholly-owned
                                 subsidiary of Calamos Holdings, Inc.
                                 ("Holdings"). Holdings is controlled by John P.
                                 Calamos, who has been engaged in the investment
                                 advisory business since 1977.

                                 The Fund pays Calamos an annual fee, payable
                                 monthly, for its investment management services
                                 equal to 1.00% of the Fund's average weekly
                                 managed assets. See "Management of the Fund."

PORTFOLIO MANAGER.............   John P. Calamos, Nick P. Calamos and John P.
                                 Calamos, Jr. are responsible for managing the
                                 portfolio of the Fund. During the past five
                                 years, John P. Calamos has been a Chairman, CEO
                                 and Co-Chief Investment Officer of Calamos;
                                 Nick P. Calamos has been a Senior Executive
                                 Vice President and Co-Chief Investment Officer
                                 of Calamos; and John P. Calamos, Jr. has been
                                 an Executive Vice President of Calamos.

LISTING.......................   The common shares are expected to be listed on
                                 the New York Stock Exchange under the symbol
                                 "          ."

CUSTODIAN, TRANSFER AGENT AND
DIVIDEND DISBURSING AGENT.....   The Bank of New York will serve as the Fund's
                                 custodian, transfer agent and dividend
                                 disbursing agent. See "Custodian, Transfer
                                 Agent and Dividend Disbursing Agent."

FUND ACCOUNTANT...............   State Street Bank and Trust Company ("State
                                 Street") will provide fund accounting and
                                 financial accounting services to the Fund.

MARKET PRICE OF COMMON
SHARES........................   Common shares of closed-end investment
                                 companies frequently trade at prices lower than
                                 their net asset value. The Fund's net asset
                                 value will be reduced immediately following
                                 this offering by the sales load and the amount
                                 of the organization and offering expenses paid
                                 by the Fund. See "Use of Proceeds." 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 and the Fund's
                                 dividends paid (which are, in turn, affected by
                                 expenses), call protection for portfolio
                                 securities and interest rate movements. See
                                 "Leverage," "Risk Factors" and "Description of
                                 Shares." 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.

DISTRIBUTIONS.................   Subject to the discussion in the following
                                 paragraph, commencing with the Fund's first
                                 dividend, the Fund intends to distribute to
                                 common shareholders all or a portion of its net
                                 investment income monthly and net realized
                                 capital gains, if any, at least annually. The
                                 Fund expects to declare the initial monthly
                                 dividend on the common shares within
                                 approximately 60 days of the completion of this
                                 offering and to pay that initial monthly
                                 dividend approximately 90 days after the
                                 completion of this offering. At times, in order
                                 to maintain a stable level of distributions,
                                 the Fund may pay out less than all of its net

                                        6
<PAGE>

                                 investment income or pay out accumulated
                                 undistributed income in addition to current net
                                 investment income.

                                 In January 2004, Calamos, on behalf of itself
                                 and certain funds, filed an exemptive
                                 application with the Commission seeking an
                                 order under the 1940 Act facilitating the
                                 implementation of a dividend policy calling for
                                 monthly distributions of a fixed percentage of
                                 its net asset value ("Managed Dividend
                                 Policy"). The application will be amended to
                                 include the Fund. If, and when, Calamos, on
                                 behalf of itself and other parties, receives
                                 the requested relief, the Fund may, subject to
                                 the determination of its Board of Trustees,
                                 implement a Managed Dividend Policy. Under a
                                 Managed Dividend Policy, if, for any
                                 distribution, net investment income and net
                                 realized capital gains were less than the
                                 amount of the distribution, the differences
                                 would be distributed from the Fund's assets.

                                 Pursuant to the Fund's Automatic Dividend
                                 Reinvestment Plan, unless a shareholder is
                                 ineligible or elects to receive distributions
                                 in cash, all dividends and capital gains
                                 distributions are automatically reinvested in
                                 additional common shares of the Fund. Since not
                                 all investors can participate in the Automatic
                                 Dividend Reinvestment Plan, you should contact
                                 your broker or nominee to confirm that you are
                                 eligible to participate in the plan. See
                                 "Dividends and Distributions; Automatic
                                 Dividend Reinvestment Plan."

RISKS.........................   No Operating History.  The Fund is a newly
                                 organized closed-end management investment
                                 company and has no operating history or history
                                 of public trading. See "Risk Factors -- No
                                 Operating History."

                                 Market Price of Shares.  Shares of closed-end
                                 funds frequently trade at a market price that
                                 is below their net asset value. This is
                                 commonly referred to as "trading at a
                                 discount." This characteristic of shares of
                                 closed-end funds is a risk separate and
                                 distinct from the risk that the Fund's net
                                 asset value may decrease. Investors who sell
                                 their shares within a relatively short period
                                 after completion of the public offering are
                                 likely to be exposed to this risk. Accordingly,
                                 the Fund is designed primarily for long-term
                                 investors and should not be considered a
                                 vehicle for trading purposes. Following the
                                 offering, net asset value will be reduced by
                                 the sales load and the amount of organizational
                                 and offering expenses paid by the Fund.
                                 Immediately following any offering of preferred
                                 shares, net asset value will be reduced by the
                                 costs of that offering paid by the Fund. See
                                 "Risk Factors -- Market Price of Shares."

                                 Equity Securities.  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.

                                        7
<PAGE>

                                 High Yield Securities.  The Fund may invest in
                                 high yield securities of any rating. 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. The market values for high yield
                                 securities tend to be very volatile, and these
                                 securities are less liquid than investment
                                 grade debt securities. For these reasons, your
                                 investment in the Fund is subject to the
                                 following specific risks:

                                 - increased price sensitivity to changing
                                   interest rates and to a deteriorating
                                   economic environment;

                                 - greater risk of loss due to default or
                                   declining credit quality;

                                 - adverse company specific events are more
                                   likely to render the issuer unable to make
                                   interest and/or principal payments; and

                                 - if a negative perception of the high yield
                                   market develops, the price and liquidity of
                                   high yield securities may be depressed. This
                                   negative perception could last for a
                                   significant period of time.

                                 Adverse changes in economic conditions are more
                                 likely to lead to a weakened capacity of a high
                                 yield issuer to make principal payments and
                                 interest payments than an investment grade
                                 issuer. The principal amount of high yield
                                 securities outstanding has proliferated in the
                                 past decade as an increasing number of issuers
                                 have used high yield securities for corporate
                                 financing. An economic downturn could severely
                                 affect the ability of highly leveraged issuers
                                 to service their debt obligations or to repay
                                 their obligations upon maturity.

                                 The secondary market for high yield securities
                                 may not be as liquid as the secondary market
                                 for more highly rated securities, a factor
                                 which may have an adverse effect on the Fund's
                                 ability to dispose of a particular security.
                                 There are fewer dealers in the market for high
                                 yield securities than for investment grade
                                 obligations. The prices quoted by different
                                 dealers may vary significantly and the spread
                                 between the bid and asked price is generally
                                 much larger than for higher quality
                                 instruments. Under adverse market or economic
                                 conditions, the secondary market for high yield
                                 securities could contract further, independent
                                 of any specific adverse changes in the
                                 condition of a particular issuer, and these
                                 instruments may become illiquid. As a result,
                                 the Fund could find it more difficult to sell
                                 these securities or may be able to sell the
                                 securities only at prices lower than if such
                                 securities were widely traded. Prices realized
                                 upon the sale of such lower rated or unrated
                                 securities, under these circumstances, may be
                                 less than the prices used in calculating the
                                 Fund's net asset value. See "Risk
                                 Factors -- High Yield Securities."

                                        8
<PAGE>

                                 Foreign Securities.  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 emerging market issuers. These
                                 risks may include:

                                 - less information about non-U.S. issuers or
                                   markets may be available due to less rigorous
                                   disclosure or accounting standards or
                                   regulatory practices;

                                 - many non-U.S. markets are smaller, less
                                   liquid and more volatile and therefore 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;

                                 - 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.

                                 See "Risk Factors -- Foreign Securities."

                                 Currency Risk.  The value of the securities
                                 denominated or quoted in foreign currencies may
                                 be adversely affected by fluctuations in the
                                 relative currency exchange rates and by
                                 exchange control regulations. The Fund's
                                 investment performance may be negatively
                                 affected by a devaluation of a currency in
                                 which the Fund's investments are denominated or
                                 quoted. Further, the Fund's investment
                                 performance may be significantly affected,
                                 either positively or negatively, by currency
                                 exchange rates because the U.S. dollar value of
                                 securities denominated or quoted in another
                                 currency will increase or decrease in response
                                 to changes in the value of such currency in
                                 relation to the U.S. dollar. See "Risk
                                 Factors -- Currency Risks."

                                 Interest Rate Risk.  In addition to the risks
                                 discussed above, debt securities, including
                                 high yield securities, are subject to certain
                                 risks, including the following:

                                 - 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

                                        9
<PAGE>

                                   scheduled, forcing the Fund to reinvest in
                                   lower yielding securities. This is known as
                                   call or prepayment risk. Debt securities
                                   frequently have call features that allow the
                                   issuer to repurchase the security prior to
                                   its stated maturity. An issuer may redeem an
                                   obligation if the issuer can refinance the
                                   debt at a lower cost due to declining
                                   interest rates or an improvement in the
                                   credit standing of the issuer.

                                 - 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.

                                 - Market interest rates currently are at
                                   historically low levels. See "Risk
                                   Factors -- Interest Rate Risks."

                                 Default Risk.  Default risk refers to the risk
                                 that a company that issues a debt security will
                                 be unable to fulfill its obligations to repay
                                 principal and interest. The lower a debt
                                 security is rated, the greater the default
                                 risk.

                                 Rule 144A Securities.  The Fund may invest
                                 without limit in securities that have not been
                                 registered for public sale, but that are
                                 eligible for purchase and sale by certain
                                 qualified institutional buyers ("Rule 144A
                                 Securities"). See "The Fund's
                                 Investments -- Principal Investment
                                 Strategies -- Rule 144A Securities."

                                 Convertible Securities.  Convertible securities
                                 generally offer lower interest or dividend
                                 yields than non-convertible securities of
                                 similar quality. The market values of
                                 convertible securities tend to decline as
                                 interest rates increase and, conversely, to
                                 increase as interest rates decline. However,
                                 the convertible's market value tends to reflect
                                 the market price of the common stock of the
                                 issuing company when that stock price is
                                 greater than the convertible's "conversion
                                 price." The conversion price is defined as the
                                 predetermined price at which the convertible
                                 could be exchanged for the associated stock. As
                                 the market price of the underlying common stock
                                 declines, the price of the convertible security
                                 tends to be influenced more by the yield of the
                                 convertible security. Thus, it may not decline
                                 in price to the same extent as the underlying
                                 common stock. In the event of a liquidation of
                                 the issuing company, holders of convertible
                                 securities would be paid before the company's
                                 common stockholders. Consequently, the issuer's
                                 convertible securities generally entail less
                                 risk than its common stock. See "Risk
                                 Factors -- Convertible Securities."

                                 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, each with its own market value. In
                                 addition, if the value of the underlying common
                                 stock or the level of the index involved in

                                        10
<PAGE>

                                 the convertible component falls below the
                                 exercise price of the warrant or option, the
                                 warrant or option may lose all value. See "Risk
                                 Factors -- Synthetic Convertible Securities."

                                 Leverage.  The Fund may use leverage by issuing
                                 preferred shares, borrowing money or issuing
                                 debt securities. The Fund currently anticipates
                                 that it will issue cumulative preferred shares,
                                 as soon as practicable after the closing of
                                 this offering, with an aggregate liquidation
                                 preference of up to approximately 33% of the
                                 Fund's total assets immediately after issuance.
                                 As a non-fundamental policy, such preferred
                                 shares or borrowing may not exceed 38% of the
                                 Fund's total assets. The Fund may not be
                                 leveraged at all times and the amount of
                                 borrowing or leverage, if any, may vary
                                 depending upon a variety of factors, including
                                 Calamos' outlook for the market and the costs
                                 that the Fund would incur as a result of such
                                 leverage. 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 dividend rates on any
                                   preferred shares or in 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.

                                 To the extent the income or capital
                                 appreciation derived from securities purchased
                                 with funds received from leverage exceeds the
                                 cost of leverage, the Fund's return will be
                                 greater than if leverage had not been used.
                                 Conversely, if the income or capital
                                 appreciation from the securities purchased with
                                 such funds is not sufficient to cover the cost
                                 of leverage or if the Fund incurs capital
                                 losses, the return of the Fund will be less
                                 than if leverage had not been used, and
                                 therefore the amount available for distribution
                                 to common shareholders as dividends and other
                                 distributions will be reduced or potentially
                                 eliminated. Common shareholders bear the costs
                                 of any leverage.

                                 Certain types of borrowings may result in the
                                 Fund being subject to covenants in credit
                                 agreements, including those relating to asset
                                 coverage, borrowing base and portfolio
                                 composition requirements and additional
                                 covenants that may affect the Fund's ability to
                                 pay dividends and distributions on common
                                 shares in certain instances and may affect the
                                 Fund's implementation of its investment
                                 strategy. The Fund may also be required to
                                 pledge its assets to the lenders in connection
                                 with certain types of borrowings. The Fund may
                                 be subject to certain restrictions on
                                 investments imposed by guidelines of one or
                                 more nationally recognized rating organizations
                                 which may issue ratings for the preferred
                                 shares or short-term debt instruments issued by
                                 the Fund. These guidelines

                                        11
<PAGE>

                                 may impose asset coverage or portfolio
                                 composition requirements that are more
                                 stringent than those imposed by the 1940 Act.
                                 See "Risk Factors -- Leverage."

                                 Interest Rate Transactions Risk.  The Fund may
                                 enter into an interest rate swap or cap
                                 transaction to attempt to protect itself from
                                 increasing dividend or interest expenses on its
                                 leverage resulting from increasing short-term
                                 interest rates. 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. See "Risk
                                 Factors -- Interest Rate Transactions Risk."

                                 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
                                 recharacterization by the Internal Revenue
                                 Service. It could be more difficult for the
                                 Fund to comply with the 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
                                 "U.S. Federal Income Tax Matters."

                                 Management Risk.  Calamos' judgment about the
                                 attractiveness, relative value or potential
                                 appreciation of a particular sector, security
                                 or investment strategy may prove to be
                                 incorrect. See "Risk Factors -- Management
                                 Risk."

                                 Antitakeover Provisions.  The Fund's Agreement
                                 and Declaration of Trust and By-laws include
                                 provisions that could limit the ability of
                                 other entities or persons to acquire control of
                                 the Fund or to change the composition of its
                                 Board of Trustees. Such provisions could limit
                                 the ability of shareholders to sell their
                                 shares at a premium over prevailing market
                                 prices by discouraging a third party from
                                 seeking to obtain control of the Fund. These
                                 provisions include staggered terms of office
                                 for the Trustees, advance notice requirements
                                 for shareholder proposals, and super-majority
                                 voting requirements for certain transactions
                                 with affiliates, converting the Fund to an
                                 open-end investment company or a merger, asset
                                 sale or similar transaction. Holders of
                                 preferred shares will have voting rights in
                                 addition to and separate from the voting rights
                                 of common shareholders with respect to certain
                                 of these matters. See "Description of
                                 Shares -- Preferred Shares" and "Certain
                                 Provisions of the Agreement and Declaration of
                                 Trust and By-Laws." The holders of preferred
                                 shares, on the one hand, and the holders of the
                                 common shares, on the other, may have interests
                                 that conflict in these situations. See "Risk
                                 Factors -- Antitakeover Provisions."

                                 Market Disruption Risk.  Certain events have a
                                 disruptive effect on the securities markets,
                                 such as terrorist attacks (including the
                                 terrorist attacks in the United States on
                                 September 11, 2001), war and other geopolitical
                                 events, earthquakes, storms and other
                                 disasters. The Fund cannot predict the effects
                                 of similar events in the future on the markets
                                 or economy of the U.S. or other countries.

                                        12
<PAGE>

                            SUMMARY OF FUND EXPENSES

     The following table shows the Fund's expenses as a percentage of net assets
attributable to common shares assuming the Fund issues preferred shares in an
amount equal to 33% of the Fund's total assets immediately after issuance.

SHAREHOLDER TRANSACTION EXPENSES:

<Table>
<S>                                                           <C>
Sales Load (as a percentage of offering price)..............            %
Offering Expenses of the Common Shares borne by the Fund (as
  a percentage of offering price)(1)........................            %
Offering Expenses of the Preferred Shares expected to be
  borne by the Fund (as a percentage of offering
  price)(2).................................................            %
Dividend Reinvestment Plan Fees.............................        None(3)
</Table>

<Table>
<Caption>
                                                               PERCENTAGE OF
                                                                 NET ASSETS
                                                              ATTRIBUTABLE TO
                                                               COMMON SHARES
                                                                  (ASSUMES
                                                              PREFERRED SHARES
                                                               ARE ISSUED)(4)
                                                              ----------------
<S>                                                           <C>
ANNUAL EXPENSES
     Management Fee.........................................            %
     Other Expenses.........................................            %
     Interest Payments on Borrowed Funds(5).................        None
                                                                    ----
     Total Annual Expenses..................................            %
</Table>

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

(1) Calamos has agreed to pay organizational expenses and offering costs (other
    than sales load, but including reimbursement of underwriter expenses of
    $     per share) that exceed $.03 per common share (     % of the offering
    price).

(2) If the Fund offers preferred shares, costs of that offering, estimated to be
    approximately      % of the total amount of the preferred share offering,
    will effectively be borne by the common shareholders and will result in a
    reduction of the net asset value of the common shares. Assuming the issuance
    of preferred shares in the amount equal to 33% of the Fund's total assets
    immediately after issuance, those offering costs are estimated to be
    approximately $     per common share (     % of the offering price of the
    common shares).

(3) A shareholder that directs the plan agent to sell shares held in a dividend
    reinvestment account will pay brokerage charges.

(4) If the Fund does not issue preferred shares, or otherwise use leverage, the
    Fund's expenses would be as set out in the table below:

<Table>
<Caption>
                                                                   PERCENTAGE OF
                                                                     NET ASSETS
                                                                  ATTRIBUTABLE TO
                                                                   COMMON SHARES
                                                                    (ASSUMES NO
                                                                   BORROWINGS AND
                                                                    NO PREFERRED
                                                                     SHARES ARE
                                                                    OUTSTANDING)
                                                                  ----------------
    <S>                                                           <C>
    ANNUAL EXPENSES
         Management Fee.........................................            %
         Other Expenses.........................................            %
         Interest Payments on Borrowed Funds(5).................        None
         Total Annual Expenses..................................            %
</Table>

(5) In the event the Fund, as an alternative to issuing preferred shares,
    utilizes leverage through borrowings in an amount equal to 33% of the Fund's
    total assets (including the amount obtained from

                                        13
<PAGE>

leverage), it is estimated that, as a percentage of net assets attributable to
common shares, the "Management Fee" would be      %, "Other Expenses" would be
     %, "Interest Payments on Borrowed Funds" (assuming an interest rate of
          %, which interest rate is subject to change based on prevailing market
     conditions) would be      % and "Total Annual Expenses" would be      %.
     Based on the "Total Annual Expenses" and in accordance with the example
     below, the expenses for years 1, 3, 5 and 10 would be $     , $     ,
     $     and $     , respectively.

     The purpose of the table above is to help you understand all fees and
expenses that you, as a common shareholder, would bear directly or indirectly.
As of the date of this prospectus, the Fund has not commenced investment
operations. The amount set forth under "Other Expenses" is based upon estimates
for the current year, assuming no exercise of the overallotment option granted
to the underwriters. The table assumes that the Fund issues      common shares
and issues preferred shares as a means of leverage. If the Fund issues fewer
common shares, all other things being equal, these expenses, as a percentage of
net assets, would increase. If the Fund leverages through borrowing, the Fund
would incur interest expense. For additional information with respect to the
Fund's expenses, see "Management of the Fund." Other expenses include custodial
and transfer agency fees, legal and accounting expenses, and listing fees.

     The following example illustrates the expenses (including the sales load of
$     , estimated offering and organizational expenses of this offering of
$     and the estimated preferred share offering costs of $     , assuming
preferred shares are issued representing 33% of the Fund's total assets) that
you would pay on a $1,000 investment in common shares, assuming (1) net annual
expenses of      % of net assets attributable to common shares, (2) a 5% annual
return and (3) the Fund issues preferred shares in an amount equal to 33% of the
Fund's total assets:(*)

<Table>
<Caption>
                                                      1 YEAR    3 YEARS    5 YEARS    10 YEARS
                                                     --------   --------   --------   --------
<S>                                                  <C>        <C>        <C>        <C>
Total Expenses Incurred............................  $          $          $          $
</Table>

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

(*) THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES.
    ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE ASSUMED. The example
    assumes that the estimated "Other Expenses" set forth in the fee table are
    accurate and that all dividends and distributions are reinvested at net
    asset value. Moreover, the Fund's actual rate of return may be greater or
    less than the hypothetical 5% return shown in the example. The expenses you
    would pay, based on the Fund's expenses stated as a percentage of the Fund's
    net assets assuming the Fund does not issue preferred shares, or otherwise
    use leverage, and otherwise making the same assumptions in the example
    above, would be: 1 year, $     ; 3 years, $     ; 5 years, $     ; and 10
    years, $     .

                                    THE FUND

     Calamos Global Total Return Fund is a newly organized, diversified,
closed-end management investment company. The Fund was organized under the laws
of the state of Delaware on           , 2004, and has registered under the 1940
Act. As a recently organized entity, the Fund has no operating history. The
Fund's principal office is located at 1111 East Warrenville Road, Naperville,
Illinois 60563-1493, and its telephone number is 1-800-582-6959.

                                USE OF PROCEEDS

     The net proceeds of this offering will be approximately $     (or
approximately $     assuming the underwriters exercise the overallotment option
in full) after payment of organizational and offering costs estimated to be
approximately $     and the deduction of the sales load. Calamos has agreed to
pay organizational expenses and offering costs (other than sales load, but
including reimbursement of underwriter expenses of $     per share) that exceed
$     per share.

     The Fund will invest the net proceeds of the offering in accordance with
the Fund's investment objective and policies as stated below. It is presently
anticipated that the Fund will invest substantially all

                                        14
<PAGE>

of the net proceeds in securities that meet the investment objective and
policies within three months after completion of this offering. Pending such
investment, the Fund anticipates that all or a portion of the proceeds will be
invested in U.S. government securities or high grade, short-term money market
instruments. If necessary, the Fund may also purchase, as temporary investments,
securities of other open-or closed-end investment companies that invest
primarily in the types of securities in which the Fund may invest directly. See
"Investment Objective and Principal Investment Strategies."

            INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

INVESTMENT OBJECTIVE

     The Fund's investment objective is to provide total return through a
combination of capital appreciation and current income. The Fund's investment
objective may be changed by its Board of Trustees without a shareholder vote,
except that the Fund will give shareholders at least 60 days' notice of any
change to the Fund's investment objective. The Fund makes no assurance that it
will realize its objective. An investment in the Fund may be speculative in that
it involves a high degree of risk and should not constitute a complete
investment program. See "Risk Factors."

PRINCIPAL INVESTMENT STRATEGIES

     Under normal circumstances, the Fund will invest primarily in a portfolio
of equity securities and other income producing securities such as investment
grade and below investment grade (high yield/high risk) debt securities. The
Fund, under normal circumstances, will invest at least 50% of its managed assets
in equity securities (including securities that are convertible into equity
securities). The Fund may invest up to 100% of its managed assets in securities
of foreign issuers, including debt and equity securities of corporate issuers
and debt securities of government issuers, in developed and emerging markets.
However, the Fund will invest in securities of at least three countries, which
may include the United States.

     The Fund will attempt to keep a consistent balance between risk and reward
over the course of different market cycles, through various combinations of
stocks, bonds, and/or convertible securities, to achieve what the investment
adviser believes to be an appropriate blend for the then current market. As the
market environment changes, portfolio securities may change in an attempt to
achieve a relatively consistent risk level over time. At some points in a market
cycle, one type of security may make up a substantial portion of the portion of
the portfolio, while at other times certain securities may have minimal or no
representation, depending on market conditions.

     Equity Securities.  Equity securities include common and preferred stocks,
warrants, rights, and depository receipts. Under normal circumstances, the Fund
will invest at least 50% of its managed assets in equity securities (including
securities that are convertible into equity securities). An investment in the
equity securities of a company represents a proportionate ownership interest in
that company. Therefore, the Fund participates in the financial success or
failure of any company in which it has an equity interest.

     High Yield Securities.  The Fund may invest in high yield securities for
either current income or capital appreciation or both. The high yield securities
in which the Fund invests are rated below investment grade (i.e., rated Ba or
lower by Moody's or BB or lower by Standard & Poor's) or are unrated but
determined by Calamos to be of comparable quality. The Fund may invest in high
yield securities of any rating. Non-convertible debt securities rated below
investment grade are commonly referred to as "junk bonds" and are considered
speculative with respect to the issuer's capacity to pay interest and repay
principal. Below investment grade non-convertible debt securities involve
greater risk of loss, are subject to greater price volatility and are less
liquid, especially during periods of economic uncertainty or change, than higher
rated debt securities.

     Other Income Securities.  The Fund may also invest in investment grade
income securities. The Fund's investments in investment grade income securities
may have fixed or variable principal payments

                                        15
<PAGE>

and all types of interest rate and dividend payment and reset terms, including
fixed rate, adjustable rate, zero coupon, contingent, deferred, payment in kind
and auction rate features.

     Foreign Securities.  The Fund may invest up to 100% of its managed assets
in securities of foreign issuers, including debt and equity securities of
corporate issuers and debt securities of government issuers, in developed and
emerging markets. The Fund will invest in the securities markets of at least
three markets, which may include the United States. A foreign issuer is a
company organized under the laws of a foreign country that is principally traded
in the financial markets of a foreign country. For these purposes, foreign
securities do not include securities represented by American Depository Receipts
("ADRs") or securities guaranteed by a U.S. person.

     Convertible Securities.  A convertible security is a debt security or
preferred stock that is exchangeable for an equity security (typically of the
same issuer) at a predetermined price. Depending upon the relationship of the
conversion price to the market value of the underlying security, a convertible
security may trade more like an equity security than a debt instrument. The Fund
may invest in convertible securities of any rating. Securities that are
convertible into equity securities are considered equity securities for purposes
of the Fund's policy to invest at least 50% of its managed assets in equity
securities.

     Synthetic Convertible Securities.  Calamos may also create a "synthetic"
convertible security by combining separate securities that possess the two
principal characteristics of a true convertible security, i.e., a fixed-income
security ("fixed-income component") and the right to acquire an equity security
("convertible component"). The fixed-income component is achieved by investing
in non-convertible, fixed-income securities such as bonds, preferred stocks and
money market instruments. The convertible component is achieved by investing in
warrants or options to buy common stock at a certain exercise price, or options
on a stock index. The Fund may also purchase synthetic securities created by
other parties, typically investment banks, including convertible structured
notes. Convertible structured notes are fixed income debentures linked to
equity. Convertible structured notes have the attributes of a convertible
security, however, the investment bank that issued the convertible note assumes
the credit risk associated with the investment, rather than the issuer of the
underlying common stock into which the note is convertible. Different companies
may issue the fixed-income and convertible components, which may be purchased
separately and at different times. The Fund's holdings of synthetic convertible
securities are considered equity securities for purposes of the Fund's policy to
invest at least 50% of its managed assets in equity securities.

     Rule 144A Securities.  The Fund may invest without limit in securities that
have not been registered for public sale, but that are eligible for purchase and
sale by certain qualified institutional buyers ("Rule 144A Securities").

     U.S. Government Securities.  U.S. government securities in which the Fund
invests include debt obligations of varying maturities issued by the U.S.
Treasury or issued or guaranteed by an agency or instrumentality of the U.S.
government, including the Federal Housing Administration, Federal Financing
Bank, Farmers Home Administration, Export-Import Bank of the United States,
Small Business Administration, Government National Mortgage Association, General
Services Administration, Central Bank for Cooperatives, Federal Farm Credit
Banks, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation, Federal
National Mortgage Association ("FNMA"), Maritime Administration, Tennessee
Valley Authority, District of Columbia Armory Board, Student Loan Marketing
Association, Resolution Fund Corporation and various institutions that
previously were or currently are part of the Farm Credit System (which has been
undergoing reorganization since 1987). Some U.S. government securities, such as
U.S. Treasury bills, Treasury notes and Treasury bonds, which differ only in
their interest rates, maturities and times of issuance, are supported by the
full faith and credit of the United States. Others are supported by: (i) the
right of the issuer to borrow from the U.S. Treasury, such as securities of the
Federal Home Loan Banks; (ii) the discretionary authority of the U.S. government
to purchase the agency's obligations, such as securities of the FNMA; or (iii)
only the credit of the issuer. No assurance can be given that the U.S.
government will provide financial support in the future to

                                        16
<PAGE>

U.S. government agencies, authorities or instrumentalities that are not
supported by the full faith and credit of the United States. Securities
guaranteed as to principal and interest by the U.S. government, its agencies,
authorities or instrumentalities include: (i) securities for which the payment
of principal and interest is backed by an irrevocable letter of credit issued by
the U.S. government or any of its agencies, authorities or instrumentalities;
and (ii) participations in loans made to non-U.S. governments or other entities
that are so guaranteed. The secondary market for certain of these participations
is limited and, therefore, may be regarded as illiquid.

     Zero Coupon Securities.  The securities in which the Fund invests may
include zero coupon securities, which are debt obligations that are issued or
purchased at a significant discount from face value. The discount approximates
the total amount of interest the security will accrue and compound over the
period until maturity or the particular interest payment date at a rate of
interest reflecting the market rate of the security at the time of issuance.
Zero coupon securities do not require the periodic payment of interest. These
investments benefit the issuer by mitigating its need for cash to meet debt
service, but generally require a higher rate of return to attract investors who
are willing to defer receipt of cash. These investments may experience greater
volatility in market value than U.S. government or other securities that make
regular payments of interest. The Fund accrues income on these investments for
tax and accounting purposes, which is distributable to shareholders and which,
because no cash is received at the time of accrual, may require the liquidation
of other portfolio securities to satisfy the Fund's distribution obligations, in
which case the Fund will forgo the opportunity to purchase additional income
producing assets with the liquidation proceeds. Zero coupon U.S. government
securities include STRIPS and CUBES, which are issued by the U.S. Treasury as
component parts of U.S. Treasury bonds and represent scheduled interest and
principal payments on the bonds.

     Other Investment Companies.  The Fund may invest in the securities of other
investment companies to the extent that such investments are consistent with the
Fund's investment objective and policies and are permissible under the 1940 Act.
Under the 1940 Act, the Fund may not acquire the securities of other domestic or
non-U.S. investment companies if, as a result, (1) more than 10% of the Fund's
total assets would be invested in securities of other investment companies, (2)
such purchase would result in more than 3% of the total outstanding voting
securities of any one investment company being held by the Fund, or (3) more
than 5% of the Fund's total assets would be invested in any one investment
company. These limitations do not apply to the purchase of shares of any
investment company in connection with a merger, consolidation, reorganization or
acquisition of substantially all the assets of another investment company.

     The Fund, as a holder of the securities of other investment companies, will
bear its pro rata portion of the other investment companies' expenses, including
advisory fees. These expenses are in addition to the direct expenses of the
Fund's own operations.

     Temporary Defensive Investments.  Under unusual market or economic
conditions or for temporary defensive purposes, the Fund may invest up to 100%
of its total assets in securities issued or guaranteed by the U.S. government or
its instrumentalities or agencies, certificates of deposit, bankers' acceptances
and other bank obligations, commercial paper rated in the highest category by a
nationally recognized statistical rating organization or other fixed income
securities deemed by Calamos to be consistent with a defensive posture, or may
hold cash. The yield on such securities may be lower than the yield on lower
rated fixed income securities. During such periods, the Fund may not be able to
achieve its investment objective.

     Repurchase Agreements.  The Fund may enter into repurchase agreements with
broker-dealers, member banks of the Federal Reserve System and other financial
institutions. Repurchase agreements are arrangements under which the Fund
purchases securities and the seller agrees to repurchase the securities within a
specific time and at a specific price. The repurchase price is generally higher
than the Fund's purchase price, with the difference being income to the Fund.
The counterparty's obligations under the repurchase agreement are collateralized
with U.S. Treasury and/or agency obligations with a market value of not less
than 100% of the obligations, valued daily. Collateral is held by the Fund's
custodian in a segregated, safekeeping account for the benefit of the Fund.
Repurchase agreements afford the Fund an

                                        17
<PAGE>

opportunity to earn income on temporarily available cash at low risk. In the
event of commencement of bankruptcy or insolvency proceedings with respect to
the seller of the security before repurchase of the security under a repurchase
agreement, the Fund may encounter delay and incur costs before being able to
sell the security. Such a delay may involve loss of interest or a decline in
price of the security. If a court characterizes a repurchase transaction as a
loan and the Fund has not perfected a security interest in the security, the
Fund may be required to return the security to the seller's estate and be
treated as an unsecured creditor of the seller. As an unsecured creditor, the
Fund would be at risk of losing some or all of the principal and interest
involved in the transaction.

     Lending Of Portfolio Securities.  The Fund may lend portfolio securities to
registered broker-dealers or other institutional investors deemed by Calamos to
be of good standing under agreements which require that the loans be secured
continuously by collateral in cash, cash equivalents or U.S. Treasury bills
maintained on a current basis at an amount at least equal to the market value of
the securities loaned. The Fund continues to receive the equivalent of the
interest or dividends paid by the issuer on the securities loaned as well as the
benefit of an increase and the detriment of any decrease in the market value of
the securities loaned and would also receive compensation based on investment of
the collateral. The Fund would not, however, have the right to vote any
securities having voting rights during the existence of the loan, but could call
the loan in anticipation of an important vote to be taken among holders of the
securities or of the giving or withholding of consent on a material matter
affecting the investment.

     As with other extensions of credit, there are risks of delay in recovery or
even loss of rights in the collateral should the borrower of the securities fail
financially. At no time would the value of the securities loaned exceed 33 1/3%
of the value of the Fund's total assets.

     Portfolio Turnover.  Although the Fund does not purchase securities with a
view to rapid turnover, there are no limitations on the length of time that
portfolio securities must be held. Portfolio turnover can occur for a number of
reasons, including calls for redemption, general conditions in the securities
markets, more favorable investment opportunities in other securities, or other
factors relating to the desirability of holding or changing a portfolio
investment. The portfolio turnover rates may vary greatly from year to year. A
high rate of portfolio turnover in the Fund would result in increased
transaction expense, which must be borne by the Fund. High portfolio turnover
may also result in the realization of capital gains or losses and, to the extent
net short-term capital gains are realized, any distributions resulting from such
gains will be considered ordinary income for federal income tax purposes.

                                    LEVERAGE

     The Fund may issue preferred shares or borrow money or issue short-term
debt securities to increase its assets available for investment. The Fund
currently anticipates that it will issue, as soon as practicable after the
closing of this offering, cumulative preferred shares with an aggregate
liquidation preference of up to approximately 33% of the Fund's total assets
immediately after issuance. It is anticipated that the preferred shares will
have a liquidation preference of $25,000 per share plus an amount equal to
accumulated but unpaid dividends. As a non-fundamental policy, such preferred
shares or borrowing may not exceed 38% of the Fund's total assets. However, the
Board of Trustees reserves the right to issue preferred shares or borrow to the
extent permitted by the 1940 Act. The Fund generally will not issue preferred
shares or borrow unless Calamos expects that the Fund will achieve a greater
return on such borrowed funds than the additional costs the Fund incurs as a
result of such borrowing. The Fund also may borrow money as a temporary measure
for extraordinary or emergency purposes, including the payment of dividends and
the settlement of securities transactions which otherwise might require untimely
dispositions of the Fund's holdings. When the Fund leverages its assets, the
fees paid to Calamos for investment management services will be higher than if
the Fund did not borrow because Calamos' fees are calculated based on the Fund's
managed assets, which include the proceeds of the issuance of preferred shares
or any outstanding borrowings. Consequently, the Fund and Calamos may have
differing interests in determining whether to leverage the Fund's assets.

                                        18
<PAGE>

     The Fund's use of leverage is premised upon the expectation that the Fund's
preferred share dividends or borrowing cost will be lower than the return the
Fund achieves on its investments with the proceeds of the issuance of preferred
shares or borrowing. Such difference in return may result from the Fund's higher
credit rating or the short-term nature of its borrowing compared to the
long-term nature of its investments. Since the total assets of the Fund
(including the assets obtained from leverage) will be invested in the higher
yielding portfolio investments or portfolio investments with the potential for
capital appreciation, the holders of common shares will be the beneficiaries of
the incremental return. Should the differential between the underlying assets
and cost of leverage narrow, the incremental return "pick up" will be reduced.
Furthermore, if long-term interest rates rise or the Fund otherwise incurs
losses on its investments, the Fund's net asset value attributable to its common
shares will reflect the decline in the value of portfolio holdings resulting
therefrom.

     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 common shares;

     - fluctuations in the dividend rates on any preferred shares or in interest
       rates on borrowings and short-term debt;

     - increased operating costs, which 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 remains
       fixed.

     To the extent the income or capital appreciation derived from securities
purchased with funds received from leverage exceeds the cost of leverage, the
Fund's return will be greater than if leverage had not been used. Conversely, if
the income or capital appreciation from the securities purchased with such funds
is not sufficient to cover the cost of leverage or if the Fund incurs capital
losses, the return of the Fund will be less than if leverage had not been used,
and therefore the amount available for distribution to common shareholders as
dividends and other distributions will be reduced or potentially eliminated.
Calamos may determine to maintain the Fund's leveraged position if it expects
that the long-term benefits to the Fund's common shareholders of maintaining the
leveraged position will outweigh the current reduced return. Capital raised
through the issuance of preferred shares or borrowing will be subject to
dividend payments or interest costs that may or may not exceed the income and
appreciation on the assets purchased. The issuance of additional classes of
preferred shares involves offering expenses and other costs and may limit the
Fund's freedom to pay dividends on common shares or to engage in other
activities. The Fund also may be required to maintain minimum average balances
in connection with borrowings or to pay a commitment or other fee to maintain a
line of credit. Either of these requirements would increase the cost of
borrowing over the stated interest rate. The Fund will pay (and common
shareholders will bear) any costs and expenses relating to any borrowings and to
the issuance and ongoing maintenance of preferred shares (for example the
participation fee paid at what it expects will be an annual rate of .25% of
preferred share liquidation preference to broker-dealers successfully
participating in preferred share auctions). Net asset value will be reduced
immediately following any offering of preferred shares by the costs of that
offering paid by the Fund.

     Under the 1940 Act, the Fund is not permitted to issue preferred shares
unless immediately after such issuance the net asset value of the Fund's
portfolio is at least 200% of the liquidation value of the outstanding preferred
shares (i.e., such liquidation value may not exceed 50% of the value of the
Fund's total assets). In addition, the Fund is not permitted to declare any cash
dividend or other distribution on its common shares unless, at the time of such
declaration, the net asset value of the Fund's portfolio (determined after
deducting the amount of such dividend or distribution) is at least 200% of such
liquidation value. In the event preferred shares are issued, the Fund intends,
to the extent possible, to purchase or redeem preferred shares from time to time
to maintain coverage of any preferred shares of at least 200%. Under the 1940
Act, the Fund is not permitted to incur indebtedness unless immediately after
such borrowing the Fund has an asset coverage of at least 300% of the aggregate
outstanding principal

                                        19
<PAGE>

balance of indebtedness (i.e., such indebtedness may not exceed 33 1/3% of the
value of the Fund's total assets). Additionally, under the 1940 Act, the Fund
may not declare any dividend or other distribution upon any class of its shares,
or purchase any such shares, unless the aggregate indebtedness of the Fund has,
at the time of the declaration of any such dividend or distribution or at the
time of any such purchase, an asset coverage of at least 300% after deducting
the amount of such dividend, distribution, or purchase price, as the case may
be.

     The Fund may be subject to certain restrictions on investments imposed by
guidelines of one or more nationally recognized statistical rating organizations
which may issue ratings for the preferred shares or short-term debt instruments
issued by the Fund. These guidelines may impose asset coverage or portfolio
composition requirements that are more stringent than those imposed by the 1940
Act. Certain types of borrowings may result in the Fund being subject to
covenants in credit agreements, including those relating to asset coverage,
borrowing base and portfolio composition requirements and additional covenants
that may affect the Fund's ability to pay dividends and distributions on common
shares in certain instances. The Fund may also be required to pledge its assets
to the lenders in connection with certain types of borrowings. Calamos does not
anticipate that these covenants or restrictions will adversely affect its
ability to manage the Fund's portfolio in accordance with the Fund's investment
objective and policies. Due to these covenants or restrictions, the Fund may be
forced to liquidate investments at times and at prices that are not favorable to
the Fund, or the Fund may be forced to forgo investments that Calamos otherwise
views as favorable.

     If and the extent to which the Fund employs leverage will depend on many
factors, the most important of which are investment outlook, market conditions
and interest rates. Successful use of a leveraging strategy depends on Calamos'
ability to predict correctly interest rates and market movements. There is no
assurance that a leveraging strategy will be successful during any period in
which it is employed.

EFFECTS OF LEVERAGE

     Assuming the Fund issues preferred shares with a liquidation preference
equal to approximately 33% of the Fund's total assets and an annual dividend
rate of   % of such liquidation preference (which rate is approximately the
current rate which Calamos expects the Fund to pay, based on market rates as of
          , 2004), income generated by the Fund's portfolio (net of estimated
expenses) would need to exceed   % in order to cover such dividend payments on
the preferred shares. Actual dividend rates may vary and may be significantly
higher or lower than the rate estimated above.

     The following table illustrates the hypothetical effect on the return to a
holder of the Fund's common shares of the leverage obtained by issuing preferred
shares with a liquidation value equal to 33% of the Fund's total assets,
assuming hypothetical annual returns of the Fund's portfolio of minus 10% to
plus 10% and dividends on preferred shares at an annual dividend rate of   %. As
the table shows, leverage generally increases the return to common shareholders
when portfolio return is positive and greater than the cost of leverage and
decreases the return when the portfolio return is negative or less than the cost
of leverage. The figures appearing in the table are hypothetical and actual
returns may be greater or less than those appearing in the table.

<Table>
<Caption>

<S>                                                <C>       <C>       <C>       <C>   <C>
Assumed Portfolio Return (Net of Expenses).......    (10)%      (5)%        0%   5%    10%
Corresponding Common Share Return................  (     )%  (     )%  (     )%   %      %
</Table>

     Until the Fund issues preferred shares or borrows, the Fund's common shares
will not be leveraged, and the risks and special considerations related to
leverage described in this prospectus will not apply. Such leveraging of the
common shares cannot be fully achieved until the proceeds resulting from the use
of leverage have been invested in longer term debt instruments or equity
securities in accordance with the Fund's investment objective and policies.

                                        20
<PAGE>

                           INTEREST RATE TRANSACTIONS

     In order to seek to reduce the interest rate risk inherent in the Fund's
underlying investments and capital structure, the Fund, if market conditions are
deemed favorable, likely will enter into interest rate swap or cap transactions
to attempt to protect itself from increasing dividend or interest expenses on
its leverage. Interest rate swaps involve the Fund's agreement with the swap
counterparty to pay a fixed rate payment in exchange for the counterparty
agreeing to pay the Fund a payment at a variable rate that is expected to
approximate the rate of any variable rate payment obligation on the Fund's
leverage. The payment obligations would be based on the notional amount of the
swap.

     The Fund may use an interest rate cap, which would require it to pay a
premium to the cap counterparty and would entitle it, to the extent that a
specified variable rate index exceeds a predetermined fixed rate, to receive
from the counterparty payment of the difference based on the notional amount of
such cap. The Fund would use interest rate swaps or caps only with the intent to
reduce or eliminate the risk that an increase in short-term interest rates could
have on common share net earnings as a result of leverage.

     The Fund will usually enter into swaps or caps on a net basis; that is, the
two payment streams will be netted out in a cash settlement on the payment date
or dates specified in the instrument, with the Fund receiving or paying, as the
case may be, only the net amount of the two payments. The Fund intends to
maintain in a segregated account with its custodian cash or liquid securities
having a value at least equal to the Fund's net payment obligations under any
swap transaction, marked-to-market daily.

     The use of interest rate swaps and caps is a highly specialized activity
that involves investment techniques and risks different from those associated
with ordinary portfolio security transactions. Depending on the state of
interest rates in general, the Fund's use of interest rate swaps or caps could
enhance or harm the overall performance of the common shares. To the extent that
there is a decline in interest rates for maturities equal to the remaining
maturity on the Fund's fixed rate payment obligation under the interest rate
swap or equal to the remaining term of the interest rate cap, the value of the
swap or cap (which initially has a value of zero) could decline, and could
result in a decline in the net asset value of the common shares. If, on the
other hand, such rates were to increase, the value of the swap or cap could
increase, and thereby increase the net asset value of the common shares. As
interest rate swaps or caps approach their maturity, their positive or negative
value due to interest rate changes will approach zero.

     In addition, if the short-term interest rates effectively received by the
Fund during the term of an interest rate swap are lower than the Fund's fixed
rate of payment on the swap, the swap will increase the Fund's operating
expenses and reduce common share net earnings. For example, if the Fund were to
(A) issue preferred shares representing 33% of the Fund's total assets and (B)
enter into one or more interest rate swaps in a notional amount equal to 75% of
its outstanding preferred shares under which the Fund would receive a short-term
swap rate that would vary based on changes in short-term interest rates, with an
initial short-term rate of 1.50% and pay a fixed swap rate of 3.50% over the
term of the swap, the swap would initially effectively increase Fund expenses
and reduce Fund common share net earnings at an annual rate of approximately
..75% as a percentage of net assets attributable to common shares and
approximately .50% as a percentage of managed assets. If, on the other hand,
later during the term of the swap the short-term interest rates rise so that the
short-term rate effectively received by the Fund on the swap is higher than the
Fund's fixed rate of payment on the interest rate swap, the swap would enhance
common share net earnings. In either case, the swap would be intended to have
the effect of reducing fluctuations in the Fund's cost of leverage due to
changes in short-term interest rates during the term of the swap. The example
above is purely for illustrative purposes and is not predictive of the actual
percentage of the Fund's leverage that will be hedged by a swap, the actual
fixed rates that the Fund will pay under the swap (which will depend on market
interest rates for the applicable maturities at the time the Fund enters into
swaps) or the actual short-term rates that the Fund will receive on any swaps
(which fluctuate frequently during the term of the swap, and may change
significantly from initial levels), or the actual impact such swaps will have on
the Fund's expenses and common share net earnings.

                                        21
<PAGE>

     Buying interest rate caps could enhance the performance of the common
shares by providing a maximum leverage expense. Buying interest rate caps could
also increase the operating expenses of the Fund and decrease the net earnings
of the common shares in the event that the premium paid by the Fund to the
counterparty exceeds the additional amount the Fund would have been required to
pay on its preferred shares due to increases in short-term interest rates during
the term of the cap had it not entered into the cap agreement. The Fund has no
current intention of selling an interest rate cap.

     Interest rate swaps and caps do not involve the delivery of securities or
other underlying assets or principal. Accordingly, the risk of loss with respect
to interest rate swaps is limited to the net amount of interest payments that
the Fund is contractually obligated to make. If the counterparty defaults, the
Fund would not be able to use the anticipated net receipts under the swap or cap
to offset the dividend or interest payments on the Fund's leverage. Depending on
whether the Fund would be entitled to receive net payments from the counterparty
on the swap or cap, which in turn would depend on the general state of
short-term interest rates at that point in time, such a default could negatively
impact the performance of the common shares.

     Although this will not guarantee that the counterparty does not default,
the Fund will not enter into an interest rate swap or cap transaction with any
counterparty that Calamos believes does not have the financial resources to
honor its obligation under the interest rate swap or cap transaction. Further,
Calamos will continually monitor the financial stability of a counterparty to an
interest rate swap or cap transaction in an effort to proactively protect the
Fund's investments.

     In addition, at the time the interest rate swap or cap transaction reaches
its scheduled termination date, there is a risk that the Fund will not be able
to obtain a replacement transaction or that the terms of the replacement will
not be as favorable as on the expiring transaction. If this occurs, it could
have a negative impact on the performance of the common shares.

     The Fund may choose or be required to redeem some or all preferred shares
or prepay any borrowings. This redemption would likely result in the Fund
seeking to terminate early all or a portion of any swap or cap transaction. Such
early termination of a swap could result in a termination payment by or to the
Fund. An early termination of a cap could result in a termination payment to the
Fund.

                                        22
<PAGE>

                                  RISK FACTORS

     General.  The Fund is a newly organized, diversified, closed-end management
investment company designed primarily as a long-term investment and not as a
trading tool. The Fund invests in a diversified portfolio of common and
preferred stocks and income producing securities such as investment grade and
below investment grade debt securities. An investment in the Fund's common
shares may be speculative and it involves a high degree of risk. The Fund should
not constitute a complete investment program. Due to the uncertainty in all
investments, there can be no assurance that the Fund will achieve its investment
objective.

     No Operating History.  The Fund has no operating history or history of
public trading.

     Market Price of Shares.  Shares of closed-end funds frequently trade at a
market price that is below their net asset value. This is commonly referred to
as "trading at a discount." This characteristic of shares of closed-end funds is
a risk separate and distinct from the risk that the Fund's net asset value may
decrease. Investors who sell their shares within a relatively short period after
completion of the public offering are likely to be exposed to this risk.
Accordingly, the Fund is designed primarily for long-term investors and should
not be considered a vehicle for trading purposes. Net asset value will be
reduced following the offering by the sales load and the amount of
organizational and offering expenses paid by the Fund and immediately following
any offering of preferred shares by the costs of that offering paid by the Fund.

     Whether investors will realize a gain or loss upon the sale of the Fund's
common shares will depend upon whether the market value of the shares at the
time of sale is above or below the price the investor paid, taking into account
transaction costs, for the shares and is not directly dependent upon the Fund's
net asset value. Because the market value of the Fund's shares will be
determined by factors such as the relative demand for and supply of the shares
in the market, general market conditions and other factors beyond the control of
the Fund, the Fund cannot predict whether its common shares will trade at, below
or above net asset value, or below or above the initial offering price for the
shares.

     Equity Securities.  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.

     High Yield Securities.  The Fund may invest in high yield securities of any
rating. 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. The market values for high yield
securities tend to be very volatile, and these securities are less liquid than
investment grade debt securities. For these reasons, your investment in the Fund
is subject to the following specific risks:

     - increased price sensitivity to changing interest rates and to a
       deteriorating economic environment;

     - greater risk of loss due to default or declining credit quality;

     - adverse company specific events are more likely to render the issuer
       unable to make interest and/or principal payments; and

     - if a negative perception of the high yield market develops, the price and
       liquidity of high yield securities may be depressed. This negative
       perception could last for a significant period of time.

     Securities rated below investment grade are speculative with respect to the
capacity to pay interest and repay principal in accordance with the terms of
such securities. A rating of C from Moody's means that the issue so rated can be
regarded as having extremely poor prospects of ever attaining any real
investment standing. Standard & Poor's assigns a rating of C to issues that are
currently highly vulnerable

                                        23
<PAGE>

to nonpayment, and the C rating may be used to cover a situation where a
bankruptcy petition has been filed or similar action taken, but payments on the
obligation are being continued (a C rating is also assigned to a preferred stock
issue in arrears on dividends or sinking fund payments, but that is currently
paying). See the statement of additional information for a description of
Moody's and Standard & Poor's ratings.

     Adverse changes in economic conditions are more likely to lead to a
weakened capacity of a high yield issuer to make principal payments and interest
payments than an investment grade issuer. The principal amount of high yield
securities outstanding has proliferated in the past decade as an increasing
number of issuers have used high yield securities for corporate financing. An
economic downturn could severely affect the ability of highly leveraged issuers
to service their debt obligations or to repay their obligations upon maturity.
Similarly, downturns in profitability in specific industries could adversely
affect the ability of high yield issuers in those industries to meet their
obligations. The market values of lower quality debt securities tend to reflect
individual developments of the issuer to a greater extent than do higher quality
securities, which react primarily to fluctuations in the general level of
interest rates. Factors having an adverse impact on the market value of lower
quality securities may have an adverse effect on the Fund's net asset value and
the market value of its common shares. In addition, the Fund may incur
additional expenses to the extent it is required to seek recovery upon a default
in payment of principal or interest on its portfolio holdings. In certain
circumstances, the Fund may be required to foreclose on an issuer's assets and
take possession of its property or operations. In such circumstances, the Fund
would incur additional costs in disposing of such assets and potential
liabilities from operating any business acquired.

     The secondary market for high yield securities may not be as liquid as the
secondary market for more highly rated securities, a factor which may have an
adverse effect on the Fund's ability to dispose of a particular security. There
are fewer dealers in the market for high yield securities than for investment
grade obligations. The prices quoted by different dealers may vary significantly
and the spread between the bid and asked price is generally much larger than for
higher quality instruments. Under adverse market or economic conditions, the
secondary market for high yield securities could contract further, independent
of any specific adverse changes in the condition of a particular issuer, and
these instruments may become illiquid. As a result, the Fund could find it more
difficult to sell these securities or may be able to sell the securities only at
prices lower than if such securities were widely traded. Prices realized upon
the sale of such lower rated or unrated securities, under these circumstances,
may be less than the prices used in calculating the Fund's net asset value.

     Since investors generally perceive that there are greater risks associated
with lower quality debt securities of the type in which the Fund may invest a
portion of its assets, the yields and prices of such securities may tend to
fluctuate more than those for higher rated securities. In the lower quality
segments of the debt securities market, changes in perceptions of issuers'
creditworthiness tend to occur more frequently and in a more pronounced manner
than do changes in higher quality segments of the debt securities market,
resulting in greater yield and price volatility.

     If the Fund invests in high yield securities that are rated C or below, the
Fund will incur significant risk in addition to the risks associated with
investments in high yield securities and corporate loans. Distressed securities
frequently do not produce income while they are outstanding. The Fund may
purchase distressed securities that are in default or the issuers of which are
in bankruptcy. The Fund may be required to bear certain extraordinary expenses
in order to protect and recover its investment.

     Foreign Securities.  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 emerging market
issuers. These risks may include:

     - less information about non-U.S. issuers or markets may be available due
       to less rigorous disclosure or accounting standards or regulatory
       practices;

                                        24
<PAGE>

     - many non-U.S. markets are smaller, less liquid and more volatile and
       therefore, 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;

     - 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.

     There may be less publicly available information about non-U.S. markets and
issuers than is available with respect to U.S. securities and issuers. Non-U.S.
companies generally are not subject to accounting, auditing and financial
reporting standards, practices and requirements comparable to those applicable
to U.S. companies. The trading markets for most non-U.S. securities are
generally less liquid and subject to greater price volatility than the markets
for comparable securities in the United States. The markets for securities in
certain emerging markets are in the earliest stages of their development. Even
the markets for relatively widely traded securities in certain non-U.S. markets,
including emerging market countries, may not be able to absorb, without price
disruptions, a significant increase in trading volume or trades of a size
customarily undertaken by institutional investors in the United States.

     Additionally, market making and arbitrage activities are generally less
extensive in such markets, which may contribute to increased volatility and
reduced liquidity.

     Economies and social and political conditions in individual countries may
differ unfavorably from the United States. Non-U.S. economies may have less
favorable rates of growth of gross domestic product, rates of inflation,
currency valuation, capital reinvestment, resource self-sufficiency and balance
of payments positions. Many countries have experienced substantial, and in some
cases extremely high, rates of inflation for many years. Inflation and rapid
fluctuations in inflation rates have had, and may continue to have, very
negative effects on the economies and securities markets of certain emerging
market countries. Unanticipated political or social developments may also affect
the values of the Fund's investments and the availability to the Fund of
additional investments in such countries.

     Currency Risk.  The value of the securities denominated or quoted in
foreign currencies may be adversely affected by fluctuations in the relative
currency exchange rates and by exchange control regulations. The Fund's
investment performance may be negatively affected by a devaluation of a currency
in which the Fund's investments are denominated or quoted. Further, the Fund's
investment performance may be significantly affected, either positively or
negatively, by currency exchange rates because the U.S. dollar value of
securities denominated or quoted in another currency will increase or decrease
in response to changes in the value of such currency in relation to the U.S.
dollar.

                                        25
<PAGE>

     Interest Rate Risk.  Fixed income securities, including high yield
securities, are subject to certain common risks, including the following:

     - 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. Debt securities frequently have call features that
       allow the issuer to repurchase the security prior to its stated maturity.
       An issuer may redeem an obligation if the issuer can refinance the debt
       at a lower cost due to declining interest rates or an improvement in the
       credit standing of the issuer.

     - 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.

     - Market interest rates currently are at historically low levels.

     Default Risk.  Default risk refers to the risk that a company that issues a
debt security will be unable to fulfill its obligations to repay principal and
interest. The lower a debt security is rated, the greater its default risk.

     Rule 144A Securities.  The Fund may invest without limit in securities that
have not been registered for public sale, but that are eligible for purchase and
sale by certain qualified institutional buyers. Investments in Rule 144A
Securities could have the effect of increasing the amount of the Fund's assets
invested in illiquid securities if qualified institutional buyers are unwilling
to purchase these Rule 144A Securities. 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 market price
of illiquid securities generally is more volatile than that of more liquid
securities, which may adversely affect the price that the Fund pays for or
recovers upon the sale of illiquid securities. Illiquid securities are also more
difficult to value and Calamos' judgment may play a greater role in the
valuation process. 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.

     Convertible Securities.  Convertible securities generally offer lower
interest or dividend yields than non-convertible securities of similar quality.
The market values of convertible securities tend to decline as interest rates
increase and, conversely, to increase as interest rates decline. However, the
convertible's market value tends to reflect the market price of the common stock
of the issuing company when that stock price is greater than the convertible's
"conversion price." The conversion price is defined as the predetermined price
at which the convertible could be exchanged for the associated stock. As the
market price of the underlying common stock declines, the price of the
convertible security tends to be influenced more by the yield of the convertible
security. Thus, it may not decline in price to the same extent as the underlying
common stock. In the event of a liquidation of the issuing company, holders of
convertible securities would be paid before the company's common stockholders.
Consequently, the issuer's convertible securities generally entail less risk
than its common stock.

     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, 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.

     Leverage.  The Fund may issue preferred shares, borrow money or issue debt
securities. The Fund currently anticipates that it will issue cumulative
preferred shares, as soon as practicable after the closing

                                        26
<PAGE>

of this offering, with an aggregate liquidation preference of up to
approximately 33% of the Fund's total assets immediately after issuance. As a
non-fundamental policy, such preferred shares, borrowing or debt securities may
not exceed 38% of the Fund's total assets. However, the Board of Trustees
reserves the right to issue preferred shares or borrow to the extent permitted
by the 1940 Act.

     Leverage creates risks which may adversely affect the return for the
holders of, and distributions on, common shares, including:

     - the likelihood of greater volatility of net asset value and market price
       of common shares;

     - fluctuations in the dividend rates on any preferred shares or in interest
       rates on borrowings and short-term debt;

     - increased operating costs, which 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.

     The Fund's use of leverage is premised upon the expectation that the Fund's
preferred share dividends or borrowing cost will be lower than the return the
Fund achieves on its investments with the proceeds of the issuance of preferred
shares or borrowing. Such difference in return may result from the Fund's higher
credit rating or the short-term nature of its borrowing compared to the
long-term nature of its investments. Since the total assets of the Fund
(including the assets obtained from leverage) will be invested in the higher
yielding portfolio investments or portfolio investments with the potential for
capital appreciation, the holders of common shares will be the beneficiaries of
the incremental return. Should the differential between the underlying assets
and cost of leverage narrow, the incremental return "pick up" will be reduced.
Furthermore, if long-term interest rates rise or the Fund otherwise incurs
losses on its investments, the Fund's net asset value attributable to its common
shares will reflect the decline in the value of portfolio holdings resulting
therefrom.

     To the extent the income or capital appreciation derived from securities
purchased with funds received from leverage exceeds the cost of leverage, the
Fund's return will be greater than if leverage had not been used. Conversely, if
the income or capital appreciation from the securities purchased with such funds
is not sufficient to cover the cost of leverage or if the Fund incurs capital
losses, the return of the Fund will be less than if leverage had not been used,
and therefore the amount available for distribution to common shareholders as
dividends and other distributions will be reduced or potentially eliminated.
Common shareholders bear the cost of any leverage.

     Certain types of borrowings may result in the Fund being subject to
covenants in credit agreements, including those relating to asset coverage,
borrowing base and portfolio composition requirements and additional covenants
that may affect the Fund's ability to pay dividends and distributions on common
shares in certain instances. The Fund may also be required to pledge its assets
to the lenders in connection with certain types of borrowings. The Fund may be
subject to certain restrictions on investments imposed by guidelines of one or
more nationally recognized rating organizations which may issue ratings for the
preferred shares or short-term debt instruments issued by the Fund. These
guidelines may impose asset coverage or portfolio composition requirements that
are more stringent than those imposed by the 1940 Act.

     If the Fund's ability to make distributions on its common shares is
limited, such limitation could, under certain circumstances, impair the ability
of the Fund to maintain its qualification for taxation as a regulated investment
company, which would have adverse tax consequences for shareholders. To the
extent that the Fund is required, in connection with maintaining 1940 Act asset
coverage requirements or otherwise, or elects to redeem any preferred shares or
prepay any borrowings, the Fund may need to liquidate investments to fund such
redemptions or prepayments. Liquidation at times of adverse economic conditions
may result in capital loss and reduce returns to common shareholders.

                                        27
<PAGE>

     Since Calamos' investment management fee is a percentage of the Fund's
managed assets, Calamos' fee will be higher if the Fund is leveraged and Calamos
will have an incentive to be more aggressive and leverage the Fund.

     Interest Rate Transactions Risk.  The Fund may enter into an interest rate
swap or cap transaction to attempt to protect itself from increasing dividend or
interest expenses on its preferred shares, debt securities or other borrowings
resulting from increasing short-term interest rates. 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.

     Depending on the state of interest rates in general, the Fund's use of
interest rate swap or cap transactions could enhance or harm the overall
performance of the common shares. To the extent there is a decline in interest
rates, the value of the interest rate swap or cap could decline, and could
result in a decline in the net asset value of the common shares. In addition, if
the counterparty to an interest rate swap or cap defaults, the Fund would not be
able to use the anticipated net receipts under the swap or cap to offset the
dividend or interest payments on the Fund's leverage.

     Depending on whether the Fund would be entitled to receive net payments
from the counterparty on the swap or cap, which in turn would depend on the
general state of short-term interest rates at that point in time, such a default
could negatively impact the performance of the common shares. In addition, at
the time an interest rate swap or cap transaction reaches its scheduled
termination date, there is a risk that the Fund would not be able to obtain a
replacement transaction or that the terms of the replacement would not be as
favorable as on the expiring transaction. If either of these events occurs, it
could have a negative impact on the performance of the common shares.

     If the Fund fails to maintain a required 200% asset coverage of the
liquidation value of the outstanding preferred shares or if the Fund loses its
expected rating on its preferred shares or fails to maintain other covenants
with respect to its preferred shares, the Fund may be required to redeem some or
all of the preferred shares. Similarly, the Fund could be required to prepay the
principal amount of any debt securities or other borrowings. Such redemption or
prepayment would likely result in the Fund seeking to terminate early all or a
portion of any swap or cap transaction. Early termination of a swap could result
in a termination payment by or to the Fund. Early termination of a cap could
result in a termination payment to the Fund. The Fund intends to maintain in a
segregated account with its custodian cash or liquid securities having a value
at least equal to the Fund's net payment obligations under any swap transaction,
marked-to-market daily.

     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 recharacterization by the Internal Revenue Service.
It could be more difficult for the Fund to comply with certain 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 "U.S. Federal
Income Tax Matters."

     Management Risk.  Calamos' judgment about the attractiveness, relative
value or potential appreciation of a particular sector, security or investment
strategy may prove to be incorrect.

     Antitakeover Provisions.  The Fund's Agreement and Declaration of Trust and
By-laws include provisions that could limit the ability of other entities or
persons to acquire control of the Fund or to change the composition of its Board
of Trustees. Such provisions could limit the ability of shareholders to sell
their shares at a premium over prevailing market prices by discouraging a third
party from seeking to obtain control of the Fund. These provisions include
staggered terms of office for the Trustees, advance notice requirements for
shareholder proposals, and super-majority voting requirements for certain
transactions with affiliates, converting the Fund to an open-end investment
company or a merger, asset sale or similar transaction. Holders of preferred
shares will have voting rights in addition to and separate from the voting
rights of common shareholders with respect to certain of these matters. See
"Description of Shares -- Preferred Shares" and "Certain Provisions of the
Agreement and Declaration of Trust and

                                        28
<PAGE>

By-Laws." The holders of preferred shares, on the one hand, and the holders of
the common shares, on the other, may have interests that conflict in these
situations.

     Market Disruption Risk.  Certain events have a disruptive effect on the
securities markets, such as terrorist attacks (including the terrorist attacks
in the United States on September 11, 2001), war and other geopolitical events,
earthquakes, storms and other disasters. The Fund cannot predict the effects of
similar events in the future on the markets or economy of the U.S. or other
countries.

                             MANAGEMENT OF THE FUND

TRUSTEES AND OFFICERS

     The Fund's Board of Trustees provides broad supervision over the affairs of
the Fund. The officers of the Fund are responsible for the Fund's operations.
Currently, there are seven Trustees of the Fund, three of whom are "interested
persons" of the Trust (as defined in the 1940 Act) and four of whom are not
"interested persons." The names and business addresses of the trustees and
officers of the Fund and their principal occupations and other affiliations
during the past five years are set forth under "Management of the Fund" in the
statement of additional information.

INVESTMENT ADVISER

     The Fund's investments are managed by Calamos, 1111 E. Warrenville Road,
Naperville, IL. On                , 2004 Calamos managed approximately $
billion in assets of individuals and institutions. Calamos is a wholly-owned
subsidiary of Holdings. Holdings is controlled by John P. Calamos, who has been
engaged in the investment advisory business since 1977.

INVESTMENT MANAGEMENT AGREEMENT

     Subject to the overall authority of the Board of Trustees, Calamos
regularly provides the Fund with investment research, advice and supervision and
furnishes continuously an investment program for the Fund. In addition, Calamos
furnishes for use of the Fund such office space and facilities as the Fund may
require for its reasonable needs, supervises the business and affairs of the
Fund and provides the following other services on behalf of the Fund and not
provided by persons not a party to the investment management agreement: (a)
preparing or assisting in the preparation of reports to and meeting materials
for the Trustees; (b) supervising, negotiating contractual arrangements with, to
the extent appropriate, and monitoring the performance of, accounting agents,
custodians, depositories, transfer agents and pricing agents, accountants,
attorneys, printers, underwriters, brokers and dealers, insurers and other
persons in any capacity deemed to be necessary or desirable to Fund operations;
(c) assisting in the preparation and making of filings with the Commission and
other regulatory and self-regulatory organizations, including, but not limited
to, preliminary and definitive proxy materials, amendments to the Fund's
registration statement on Form N-2 and semi-annual reports on Form N-SAR and
Form N-CSR; (d) overseeing the tabulation of proxies by the Fund's transfer
agent; (e) assisting in the preparation and filing of the Fund's federal, state
and local tax returns; (f) assisting in the preparation and filing of the Fund's
federal excise tax return pursuant to Section 4982 of the Code; (g) providing
assistance with investor and public relations matters; (h) monitoring the
valuation of portfolio securities and the calculation of net asset value; (i)
monitoring the registration of shares of beneficial interest of the Fund under
applicable federal and state securities laws; (j) maintaining or causing to be
maintained for the Fund all books, records and reports and any other information
required under the 1940 Act, to the extent that such books, records and reports
and other information are not maintained by the Fund's custodian or other agents
of the Fund; (k) assisting in establishing the accounting policies of the Fund;
(l) assisting in the resolution of accounting issues that may arise with respect
to the Fund's operations and consulting with the Fund's independent accountants,
legal counsel and the Fund's other agents as necessary in connection therewith;
(m) reviewing the Fund's bills; (n) assisting the Fund in determining the amount
of dividends and distributions available to be paid by the Fund to its
shareholders, preparing and arranging for the printing of dividend notices to
shareholders, and providing the transfer and dividend paying agent, the
custodian,
                                        29
<PAGE>

and the accounting agent with such information as is required for such parties
to effect the payment of dividends and distributions; and (o) otherwise
assisting the Fund as it may reasonably request in the conduct of the Fund's
business, subject to the direction and control of the Trustees.

     Under the investment management agreement, the Fund will pay to Calamos a
fee based on the average weekly managed assets that is accrued daily and paid on
a monthly basis. The fee paid by the Fund is at the annual rate of      % of
managed assets. Because the fees paid to Calamos are determined on the basis of
the Fund's managed assets, Calamos' interest in determining whether to leverage
the Fund may differ from the interests of the Fund and its common shareholders.

     Under the terms of its investment management agreement, except for the
services and facilities provided by Calamos as set forth therein, the Fund shall
assume and pay all expenses for all other Fund operations and activities and
shall reimburse Calamos for any such expenses incurred by Calamos. The expenses
borne by the Fund shall include, without limitation: (a) organization expenses
of the Fund (including out-of-pocket expenses, but not including Calamos'
overhead or employee costs); (b) fees payable to Calamos; (c) legal expenses;
(d) auditing and accounting expenses; (e) maintenance of books and records that
are required to be maintained by the Fund's custodian or other agents of the
Fund; (f) telephone, telex, facsimile, postage and other communications
expenses; (g) taxes and governmental fees; (h) fees, dues and expenses incurred
by the Fund in connection with membership in investment company trade
organizations and the expense of attendance at professional meetings of such
organizations; (i) fees and expenses of accounting agents, custodians,
subcustodians, transfer agents, dividend disbursing agents and registrars; (j)
payment for portfolio pricing or valuation services to pricing agents,
accountants, bankers and other specialists, if any; (k) expenses of preparing
share certificates; (l) expenses in connection with the issuance, offering,
distribution, sale, redemption or repurchase of securities issued by the Fund;
(m) expenses relating to investor and public relations provided by parties other
than Calamos; (n) expenses and fees of registering or qualifying shares of
beneficial interest of the Fund for sale; (o) interest charges, bond premiums
and other insurance expenses; (p) freight, insurance and other charges in
connection with the shipment of the Fund's portfolio securities; (q) the
compensation and all expenses (specifically including travel expenses relating
to Fund business) of Trustees, officers and employees of the Fund who are not
affiliated persons of Calamos; (r) brokerage commissions or other costs of
acquiring or disposing of any portfolio securities of the Fund; (s) expenses of
printing and distributing reports, notices and dividends to shareholders; (t)
expenses of preparing and setting in type, printing and mailing prospectuses and
statements of additional information of the Fund and supplements thereto; (u)
costs of stationery; (v) any litigation expenses; (w) indemnification of
Trustees and officers of the Fund; (x) costs of shareholders' and other
meetings; (y) interest on borrowed money, if any; and (z) the fees and other
expenses of listing the Fund's shares on the New York Stock Exchange or any
other national stock exchange.

PORTFOLIO MANAGER

     John P. Calamos, Nick P. Calamos and John P. Calamos, Jr. are responsible
for managing the portfolio of the Fund. During the past five years, John P.
Calamos has been a Chairman, CEO and Co-Chief Investment Officer of Calamos;
Nick P. Calamos has been a Senior Executive Vice President and Co-Chief
Investment Officer of Calamos; and John P. Calamos, Jr. has been an Executive
Vice President of Calamos. For over 20 years, the Calamos management team has
managed money for their clients in convertible, high yield and global
strategies. Furthermore, Calamos has extensive experience investing in foreign
markets through its convertible securities and high yield securities strategies.
Such experience has included investments in established as well as emerging
foreign markets.

FUND ACCOUNTANT

     Under the arrangements with State Street to provide fund accounting
services, State Street provides certain administrative and accounting services
to the Fund and such other funds advised by Calamos that may be part of those
arrangements (the Fund and such other funds are collectively referred to as the
"Calamos Funds") as described more fully in the statement of additional
information. For the services
                                        30
<PAGE>

rendered to the Calamos Funds, State Street receives fees based on the combined
managed assets of the Calamos Funds ("Combined Assets"). Each fund of the
Calamos Funds pays its pro-rata share of the fees payable to State Street
described below based on relative managed assets of each fund.

     State Street receives a fee at the annual rate of .0225% for the first $3
billion of Combined Assets and .0150% for the Combined Assets in excess of $3
billion.

     Calamos will provide the financial accounting services to the Calamos Funds
described more fully in the statement of additional information, rather than
State Street. For providing those services, Calamos will receive a fee at the
annual rate of .0175% on the first $1 billion of Combined Assets; .0150% on the
next $1 billion of Combined Assets; and .0110% on Combined Assets above $2
billion ("financial accounting service fee"). Each fund of the Calamos Funds
will pay its pro-rata share of the financial accounting service fee to Calamos
based on relative managed assets of each fund.

                          DIVIDENDS AND DISTRIBUTIONS;
                      AUTOMATIC DIVIDEND REINVESTMENT PLAN

DIVIDENDS AND DISTRIBUTIONS

     Subject to the determination of the Board of Trustees to implement a
Managed Dividend Policy, as described below, commencing with the first dividend,
the Fund intends to distribute all or a portion of its net investment income
monthly to holders of common shares. The Fund expects to declare the initial
monthly dividend on the common shares within approximately 60 days of the
completion of this offering and to pay that initial monthly dividend
approximately 90 days after the completion of this offering. Dividends and
distributions may be payable in cash or common shares, with the option to
receive cash in lieu of the shares. The Fund may at times, and in its
discretion, pay out less than the entire amount of net investment income earned
in any particular period and may at times pay out such accumulated undistributed
income in addition to net investment income earned in other periods in order to
permit the Fund to maintain a more stable level of distributions. As a result,
the dividend paid by the Fund to holders of common shares for any particular
period may be more or less than the amount of net investment income earned by
the Fund during such period. The Fund is not required to maintain a stable level
of distributions to shareholders. For U.S. federal income tax purposes, the Fund
is required to distribute substantially all of its net investment income each
year to both reduce its federal income tax liability and to avoid a potential
excise tax. The Fund intends to distribute substantially all of its net
investment income and all realized capital gains, if any, at least annually.

     In January 2004, Calamos, on behalf of itself and certain funds, filed an
exemptive application with the Commission seeking an order under the 1940 Act
facilitating the implementation of the Managed Dividend Policy. The application
will be amended to include the Fund as a party. If, and when, Calamos, on behalf
of itself and other parties, receives the requested relief, the Fund may,
subject to the determination of its Board of Trustees, implement a Managed
Dividend Policy. Pursuant to its distribution policy, the Fund intends to make
regular distributions on its common shares. Prior to the implementation of a
Managed Dividend Policy, it is possible that the total distributions for a year
will exceed the Fund's investment company taxable income and net capital gain
for that year. This excess will generally constitute a return of capital. Even
after the implementation of a Managed Dividend Policy, Fund distributions may
include a return of capital. Return of capital distributions, to the extent that
they exceed the Fund's current and accumulated earnings and profits are
generally tax-free up to the amount of a shareholder's tax basis in the common
shares.

     Under a Managed Dividend Policy, the Fund would intend to distribute a
monthly fixed percentage of net asset value to common shareholders. Under a
Managed Dividend Policy, if, for any distribution, net investment income and net
realized capital gains were less than the amount of the distribution, the
differences would be distributed from the Fund's assets. In addition, in order
to make such distributions, the Fund might have to sell a portion of its
investment portfolio at a time when independent investment

                                        31
<PAGE>

judgment might not dictate such action. The Fund's final distribution for each
calendar year would include any remaining net investment income and net realized
capital gains, if any, undistributed during the year.

     If, for any calendar year, the Fund's total distributions exceeded net
investment income and net realized capital gains (the "Excess"), the Excess,
distributed from the Fund's assets, would generally be treated as dividend
income to the extent of the Fund's current and accumulated earnings and profits.
Thereafter, such Excess would be treated as a tax-free return of capital up to
the amount of the common shareholder's tax basis in his, her or its common
shares, with any amounts exceeding such basis treated as gain from the sale of
common shares. See "U.S. Federal Income Tax Matters." Pursuant to the
requirements of the 1940 Act and other applicable laws, a notice would accompany
each monthly distribution with respect to the estimated source of the
distribution made.

     In the event the Fund distributed the Excess, such distribution would
decrease the Fund's total assets and, therefore, have the likely effect of
increasing the Fund's expense ratio. There is a risk that the Fund would not
eventually realize capital gains in an amount corresponding to a distribution of
the Excess.

     There is no guarantee that the Fund will receive an exemptive order
facilitating the implementation of a Managed Dividend Policy or, if received,
that the Board of Trustees will determine to implement a Managed Dividend
Policy. The Board of Trustees reserves the right to change the dividend policy
from time to time.

     Under the 1940 Act, the Fund is not permitted to incur indebtedness unless
immediately after such incurrence the Fund has an asset coverage of at least
300% of the aggregate outstanding principal balance of indebtedness.
Additionally, under the 1940 Act, the Fund may not declare any dividend or other
distribution upon any class of its capital shares, or purchase any such capital
shares, unless the aggregate indebtedness of the Fund has, at the time of the
declaration of any such dividend or distribution or at the time of any such
purchase, an asset coverage of at least 300% after deducting the amount of such
dividend, distribution, or purchase price, as the case may be.

     While any preferred shares are outstanding, the Fund may not declare any
cash dividend or other distribution on its common shares, unless at the time of
such declaration, (1) all accumulated preferred dividends have been paid and (2)
the net asset value of the Fund's portfolio (determined after deducting the
amount of such dividend or other distribution) is at least 200% of the
liquidation value of the outstanding preferred shares (expected to be equal to
the original purchase price per share plus any accumulated and unpaid dividends
thereon).

     In addition to the limitations imposed by the 1940 Act described above,
certain lenders may impose additional restrictions on the payment of dividends
or distributions on the common shares in the event of a default on the Fund's
borrowings. If the Fund's ability to make distributions on its common shares is
limited, such limitation could, under certain circumstances, impair the ability
of the Fund to maintain its qualification for taxation as a regulated investment
company, which would have adverse tax consequences for the Fund and its
shareholders. See "Leverage" and "U.S. Federal Income Tax Matters."

     See "-- Automatic Dividend Reinvestment Plan" for information concerning
the manner in which dividends and distributions to common shareholders may be
automatically reinvested in common shares. Dividends and distributions may be
taxable to shareholders whether they are reinvested in shares of the Fund or
received in cash.

     The yield on the Fund's common shares will vary from period to period
depending on factors including, but not limited to, market conditions, the
timing of the Fund's investment in portfolio securities, the securities
comprising the Fund's portfolio, changes in interest rates including changes in
the relationship between short-term rates and long-term rates, the amount and
timing of the use of borrowings and other leverage by the Fund, the effects of
leverage on the common shares discussed above under "Leverage," the timing of
the investment of leverage proceeds in portfolio securities, the Fund's net
assets and its operating expenses. Consequently, the Fund cannot guarantee any
particular yield on its shares and the yield for any given period is not an
indication or representation of future yields on the Fund's shares.

                                        32
<PAGE>

AUTOMATIC DIVIDEND REINVESTMENT PLAN

     Pursuant to the Fund's Automatic Dividend Reinvestment Plan ("Plan"),
unless a shareholder is ineligible or elects otherwise, all dividend and capital
gains distributions are automatically reinvested by The Bank of New York, as
agent for shareholders in administering the Plan ("Plan Agent"), in additional
common shares of the Fund. Shareholders who elect not to participate in the Plan
will receive all dividends and distributions payable in cash paid by check
mailed directly to the shareholder of record (or, if the shares are held in
street or other nominee name, then to such nominee) by The Bank of New York, as
dividend paying agent. Such shareholders may elect not to participate in the
Plan and to receive all dividends and distributions in cash by sending written
instructions to The Bank of New York, as dividend paying agent, at the address
set forth below. Participation in the Plan is completely voluntary and may be
terminated or resumed at any time without penalty by giving notice in writing to
the Plan Agent; such termination will be effective with respect to a particular
dividend or distribution if notice is received prior to the record date for the
applicable distribution.

     Whenever the Fund declares a dividend or distribution payable either in
shares or in cash, non-participants in the Plan will receive cash, and
participants in the Plan will receive the equivalent in shares of common shares.
The shares are acquired by the Plan Agent for the participant's account,
depending upon the circumstances described below, either (i) through receipt of
additional common shares from the Fund ("newly issued shares") or (ii) by
purchase of outstanding common shares on the open market ("open-market
purchases") on the New York Stock Exchange or elsewhere. If, on the payment
date, the net asset value per share of the common shares is equal to or less
than the market price per common share plus estimated brokerage commissions
(such condition being referred to herein as "market premium"), the Plan Agent
will receive newly issued shares from the Fund for each participant's account.
The number of newly issued common shares to be credited to the participant's
account will be determined by dividing the dollar amount of the dividend or
distribution by the greater of (i) the net asset value per common share on the
payment date, or (ii) 95% of the market price per common share on the payment
date.

     If, on the payment date, the net asset value per common share exceeds the
market price plus estimated brokerage commissions (such condition being referred
to herein as "market discount"), the Plan Agent has until the last business day
before the next date on which the shares trade on an "ex-dividend" basis or in
no event more than 30 days after the payment date ("last purchase date") to
invest the dividend or distribution amount in shares acquired in open-market
purchases. It is contemplated that the Fund will pay monthly income dividends.
Therefore, the period during which open-market purchases can be made will exist
only from the payment date on the dividend through the date before the next ex-
dividend date, which typically will be approximately ten days. The weighted
average price (including brokerage commissions) of all common shares purchased
by the Plan Agent as Plan Agent will be the price per common share allocable to
each participant. If, before the Plan Agent has completed its open-market
purchases, the market price of a common share exceeds the net asset value per
share, the average per share purchase price paid by the Plan Agent may exceed
the net asset value of the Fund's shares, resulting in the acquisition of fewer
shares than if the dividend had been paid in newly issued shares on the payment
date. Because of the foregoing difficulty with respect to open-market purchases,
the Plan provides that if the Plan Agent is unable to invest the full dividend
amount in open-market purchases during the purchase period or if the market
discount shifts to a market premium during the purchase period, the Plan Agent
will cease making open-market purchases and will invest the uninvested portion
of the dividend or distribution amount in newly issued shares at the close of
business on the last purchase date.

     The Plan Agent maintains all shareholders' accounts in the Plan and
furnishes written confirmation of each acquisition made for the participant's
account as soon as practicable, but in no event later than 60 days after the
date thereof. Shares in the account of each Plan participant will be held by the
Plan Agent in non-certificated form in the Plan Agent's name or that of its
nominee, and each shareholder's proxy will include those shares purchased or
received pursuant to the Plan. The Plan Agent will forward all proxy
solicitation materials to participants and vote proxies for shares held pursuant
to the Plan first in
                                        33
<PAGE>

accordance with the instructions of the participants then with respect to any
proxies not returned by such participant, in the same proportion as the Plan
Agent votes the proxies returned by the participants.

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

     The automatic reinvestment of dividends and distributions will not relieve
participants of any federal, state or local income tax that may be payable (or
required to be withheld) on such dividends. See "U.S. Federal Income Tax
Matters."

     Shareholders participating in the Plan may receive benefits not available
to shareholders not participating in the Plan. If the market price plus
commissions of the Fund's shares is higher than the net asset value,
participants in the Plan will receive shares of the Fund at less than they could
otherwise purchase them and will have shares with a cash value greater than the
value of any cash distribution they would have received on their shares. If the
market price plus commissions is below the net asset value, participants receive
distributions of shares with a net asset value greater than the value of any
cash distribution they would have received on their shares. However, there may
be insufficient shares available in the market to make distributions in shares
at prices below the net asset value. Also, since the Fund does not redeem its
shares, the price on resale may be more or less than the net asset value. See
"U.S. Federal Income Tax Matters" for a discussion of tax consequences of the
Plan.

     Experience under the Plan may indicate that changes are desirable.
Accordingly, the Fund reserves the right to amend or terminate the Plan if in
the judgment of the Board of Trustees such a change is warranted. The Plan may
be terminated by the Plan Agent or the Fund upon notice in writing mailed to
each participant at least 60 days prior to the effective date of the
termination. Upon any termination, the Plan Agent will cause a certificate or
certificates to be issued for the full shares held by each participant under the
Plan and cash adjustment for any fraction of a common share at the then current
market value of the common shares to be delivered to him or her. If preferred, a
participant may request the sale of all of the common shares held by the Plan
Agent in his or her Plan account in order to terminate participation in the
Plan. If such participant elects in advance of such termination to have the Plan
Agent sell part or all of his shares, the Plan Agent is authorized to deduct
from the proceeds a $15.00 fee plus the brokerage commissions incurred for the
transaction. If a participant has terminated his or her participation in the
Plan but continues to have common shares registered in his or her name, he or
she may re-enroll in the Plan at any time by notifying the Plan Agent in writing
at the address below. The terms and conditions of the Plan may be amended by the
Plan Agent or the Fund at any time but, except when necessary or appropriate to
comply with applicable law or the rules or policies of the Commission or any
other regulatory authority, only by mailing to each participant appropriate
written notice at least 30 days prior to the effective date thereof. The
amendment shall be deemed to be accepted by each participant unless, prior to
the effective date thereof, the Plan Agent receives notice of the termination of
the participant's account under the Plan. Any such amendment may include an
appointment by the Plan Agent of a successor Plan Agent, subject to the prior
written approval of the successor Plan Agent by the Fund. There is no direct
service charge to participants in the Plan; however, the Fund reserves the right
to amend the Plan to include a service charge payable by the participants.

     All correspondence concerning the Plan should be directed to the Plan Agent
at Dividend Reinvestment Department, P.O. Box 1958, Newark, NJ 07101-9774.

                           CLOSED-END FUND STRUCTURE

     The Fund is a newly organized, diversified, closed-end management
investment company (commonly referred to as a closed-end fund). Closed-end funds
differ from open-end management investment

                                        34
<PAGE>

companies (which are generally referred to as mutual funds) in that closed-end
funds generally list their shares for trading on a stock exchange and do not
redeem their shares at the request of the shareholder. This means that if you
wish to sell your shares of a closed-end fund you must trade them on the market
like any other stock at the prevailing market price at that time. In a mutual
fund, if the shareholder wishes to sell shares of the fund, the mutual fund will
redeem or buy back the shares at "net asset value." Also, mutual funds generally
offer new shares on a continuous basis to new investors, and closed-end funds
generally do not. The continuous inflows and outflows of assets in a mutual fund
can make it difficult to manage the fund's investments. By comparison,
closed-end funds are generally able to stay more fully invested in securities
that are consistent with their investment objectives and also have greater
flexibility to make certain types of investments and to use certain investment
strategies, such as financial leverage and investments in illiquid securities.

     Shares of closed-end funds frequently trade at a discount to their net
asset value. To the extent the common shares do trade at a discount, the Fund's
Board of Trustees may from time to time engage in open-market repurchases or
tender offers for shares after balancing the benefit to shareholders of the
increase in the net asset value per share resulting from such purchases against
the decrease in the assets of the Fund and potential increase in the expense
ratio of expenses to assets of the Fund. The Board of Trustees believes that in
addition to the beneficial effects described above, any such purchases or tender
offers may result in the temporary narrowing of any discount but will not have
any long-term effect on the level of any discount. We cannot guarantee or
assure, however, that the Fund's Board of Trustees will decide to engage in any
of these actions. Nor is there any guarantee or assurance that such actions, if
undertaken, would result in the shares trading at a price equal or close to net
asset value per share. The Board of Trustees might also consider converting the
Fund to an open-end mutual fund, which would also require a vote of the
shareholders of the Fund. Conversion of the Fund to an open-end mutual fund
would require an amendment to the Fund's Declaration of Trust. Such an amendment
would require the favorable vote of the holders of at least 75% of the Fund's
outstanding shares (including any preferred shares) entitled to be voted on the
matter, voting as a single class (or a majority of such shares if the amendment
were previously approved, adopted or authorized by 75% of the total number of
Trustees fixed in accordance with the By-laws), and, assuming preferred shares
are issued, the affirmative vote of a majority of outstanding preferred shares,
voting as a separate class.

                        U.S. FEDERAL INCOME TAX MATTERS

     The following is a description of certain U.S. federal income tax
consequences to a shareholder that acquires, holds and/or disposes of common
shares of the Fund. The discussion reflects applicable tax laws of the United
States as of the date of this prospectus, which tax laws may be changed or
subject to new interpretations by the courts or the Internal Revenue Service
("IRS") retroactively or prospectively. No attempt is made to present a detailed
explanation of U.S. federal income tax concerns affecting the Fund and its
shareholders, and the discussion set forth herein does not constitute tax
advice. In addition, no attempt is made to present state, local or foreign tax
concerns or tax concerns applicable to an investor with a special tax status
such as a financial institution or non-U.S. investors. INVESTORS ARE URGED TO
CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE TAX CONSEQUENCES TO THEM BEFORE
INVESTING IN THE FUND.

     The Fund intends to elect to be treated, and to qualify each year, as a
"regulated investment company" under Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code"), so that it will not pay U.S. federal income
tax on income and capital gains timely distributed to shareholders. If the Fund
qualifies as a regulated investment company and distributes to its shareholders
at least 90% of the sum of (i) its "investment company taxable income" as that
term is defined in the Code (which includes, among other things, dividends,
taxable interest, the excess of any net short-term capital gains over net
long-term capital losses and certain net foreign exchange gains as reduced by
certain deductible expenses) without regard to the deduction for dividends paid
and (ii) the excess of its gross tax-exempt interest, if any, over certain
disallowed deductions, the Fund will be relieved of U.S. federal income tax on
any income of the Fund, including long-term capital gains, distributed to
shareholders. However, if the Fund retains any investment company taxable income
or "net capital gain" (the excess of net long-term
                                        35
<PAGE>

capital gain over net short-term capital loss), it will be subject to U.S.
federal income tax at regular corporate rates (currently at the maximum rate of
35%) on the amount retained. The Fund intends to distribute at least annually
all or substantially all of its investment company taxable income, net tax-
exempt interest, and net capital gain. Under the Code, the Fund will generally
be subject to a nondeductible 4% federal excise tax on the portion of its
undistributed ordinary income and capital gains if it fails to meet certain
distribution requirements with respect to each calendar year. The Fund intends
to make distributions in a timely manner and accordingly does not expect to be
subject to the excise tax.

     If for any taxable year the Fund did not qualify as a regulated investment
company for U.S. federal income tax purposes, it would be treated as a U.S.
corporation subject to U.S. federal income tax and distributions to its
shareholders would not be deducted by the Fund in computing its taxable income.
In such event, the Fund's distributions, to the extent derived from the Fund's
current or accumulated earnings and profits, would generally constitute ordinary
dividends, which would generally be eligible for the dividends received
deduction available to corporate shareholders, and non corporate shareholders
would generally be able to treat such distributions as "qualified dividend
income" eligible for reduced rates of U.S. federal income taxation in taxable
years beginning on or before December 31, 2008.

     Unless a shareholder is ineligible to participate or elects otherwise, all
distributions will be automatically reinvested in additional shares of common
stock of the Fund pursuant to the Plan. For U.S. federal income tax purposes,
all dividends are taxable whether a shareholder takes them in cash or they are
reinvested pursuant to the Plan in additional shares of the Fund. Distributions
of investment company taxable income are generally taxable as ordinary income to
the extent of the Fund's current and accumulated earnings and profits. However,
a portion of such distributions derived from certain corporate dividends may
qualify for either the dividends received deduction available to corporate
shareholders under Section 243 of the Code or the reduced rates of U.S. federal
income taxation for "qualified dividend income" currently available to
noncorporate shareholders under Section 1(h)(11) of the Code, provided certain
holding period and other requirements are met. Distributions of net capital
gain, if any, are generally taxable as long-term capital gains for U.S. federal
income tax purposes without regard to the length of time the shareholder has
held shares of the Fund. A distribution of an amount in excess of the Fund's
current and accumulated earnings and profits, if any, will be treated by a
shareholder as a tax-free return of capital which is applied against and reduces
the shareholder's basis in his or her shares. To the extent that the amount of
any such distribution exceeds the shareholder's basis in his or her shares, the
excess will be treated by the shareholder as gain from the sale or exchange of
shares. The U.S. federal income tax status of all distributions will be
designated by the Fund and reported to the shareholders annually.

     If the Fund retains any net capital gain, the Fund may designate the
retained amount as undistributed capital gains in a notice to shareholders who,
if subject to U.S. federal income tax on long-term capital gains, (i) will be
required to include in income as long-term capital gain, their proportionate
share of such undistributed amount, and (ii) will be entitled to credit their
proportionate share of the tax paid by the Fund on the undistributed amount
against their U.S. federal income tax liabilities, if any, and to claim refunds
to the extent the credit exceeds such liabilities. If such an event occurs, the
tax basis of shares owned by a shareholder of the Fund will, for U.S. federal
income tax purposes, generally be increased by the difference between the amount
of undistributed net capital gain included in the shareholder's gross income and
the tax deemed paid by the shareholders.

     If a shareholder's distributions are automatically reinvested pursuant to
the Plan and the Plan Agent invests the distribution in shares acquired on
behalf of the shareholder in open-market purchases, for U.S. federal income tax
purposes, the shareholder will be treated as having received a taxable
distribution in the amount of the cash dividend that the shareholder would have
received if the shareholder had elected to receive cash. If a shareholder's
distributions are automatically reinvested pursuant to the Plan and the Plan
Agent invests the distribution in newly issued shares of the Fund, the
shareholder will be treated as receiving a taxable distribution equal to the
fair market value of the stock the shareholder receives.

                                        36
<PAGE>

     Sales and other dispositions of the Fund's shares generally are taxable
events for shareholders that are subject to U.S. federal income tax.
Shareholders should consult their own tax advisors with reference to their
individual circumstances to determine whether any particular transaction in the
Fund's shares is properly treated as a sale or exchange for tax purposes, as the
following discussion assumes, and the tax treatment of any gains or losses
recognized in such transactions. Gain or loss will generally be equal to the
difference between the amount of cash and the fair market value of other
properly realized and the shareholders adjusted tax basis in the shares sold or
exchanged. Such gain or loss will generally be characterized as capital gain or
loss and will generally be long-term or short-term depending on the shareholders
holding period of the shares disposed. However, any loss realized by a
shareholder upon the sale or other disposition of shares with a tax holding
period of six months or less will be treated as a long-term capital loss to the
extent of any amounts treated as distributions of long-term capital gain with
respect to such shares. The availability to deduct capital losses may be
limited. In addition, losses on sales or other dispositions of shares may be
disallowed under the "wash sale" rules in the event that substantially identical
shares are acquired (including those made pursuant to reinvestment of dividends)
within a period of 61 days beginning 30 days before and ending 30 days after a
sale or other disposition of shares. In such a case, the disallowed portion of
any loss generally would be included in the U.S. federal tax basis of the shares
acquired in the other investments.

     The Fund is required in certain circumstances to backup withhold at a
current rate of 28% on reportable payments including dividends, capital gain
distributions, and proceeds of sales or other dispositions of the Fund's shares
paid to certain holders of the Fund's shares who do not furnish the Fund with
their correct social security number or other taxpayer identification number and
certain other certifications, or who are otherwise subject to backup
withholding. Backup withholding is not an additional tax. Any amounts withheld
from payments made to a shareholder may be refunded or credited against such
shareholder's U.S. federal income tax liability, if any, provided that the
required information is furnished to the IRS.

     THE FOREGOING IS A GENERAL AND ABBREVIATED SUMMARY OF THE PROVISIONS OF THE
CODE AND THE TREASURY REGULATIONS THEREUNDER IN EFFECT AS THEY DIRECTLY GOVERN
THE TAXATION OF THE FUND AND ITS SHAREHOLDERS. THESE PROVISIONS ARE SUBJECT TO
CHANGE BY LEGISLATIVE OR ADMINISTRATIVE ACTION, AND ANY SUCH CHANGE MAY BE
RETROACTIVE. A MORE COMPLETE DISCUSSION OF THE TAX RULES APPLICABLE TO THE FUND
CAN BE FOUND IN THE STATEMENT OF ADDITIONAL INFORMATION WHICH IS INCORPORATED BY
REFERENCE INTO THIS PROSPECTUS. SHAREHOLDERS ARE URGED TO CONSULT THEIR TAX
ADVISORS REGARDING SPECIFIC QUESTIONS AS TO U.S. FEDERAL, FOREIGN, STATE, AND
LOCAL INCOME OR OTHER TAXES BEFORE MAKING AN INVESTMENT IN THE FUND.

                                NET ASSET VALUE

     Net asset value per share is determined as of the close of regular session
trading on the New York Stock Exchange (usually 4:00 p.m., Eastern time), on the
last business day in each week. Net asset value is calculated by dividing the
value of all of the securities and other assets of the Fund, less its
liabilities (including accrued expenses and indebtedness) and the aggregate
liquidation value of any outstanding preferred shares, by the total number of
common shares outstanding. Currently, the net asset values of shares of publicly
traded closed-end investment companies are published in Barron's, the Monday
edition of The Wall Street Journal and the Monday and Saturday editions of The
New York Times.

     The values of the securities in the Fund are based on market prices from
the primary market in which they are traded. As a general rule, equity
securities listed on a U.S. securities exchange are valued at the last current
reported sale price as of the time of valuation. Securities quoted on the NASDAQ
National Market System are valued at the Nasdaq Official Closing Price ("NOCP"),
as determined by Nasdaq, or lacking an NOCP, at the last current reported sale
price as of the time of valuation. Bonds and other fixed-income securities that
are traded over the counter and on an exchange will be valued according to the
broadest and most representative market, and it is expected this will ordinarily
be the over-the-counter market. The foreign securities held by a Fund are traded
on exchanges throughout the world. Trading on these foreign securities exchanges
is completed at various times throughout the day and often

                                        37
<PAGE>

does not coincide with the close of trading on the New York Stock Exchange. The
value of foreign securities is determined at the close of trading of the
exchange on which the securities are traded or at the close of trading on the
New York Stock Exchange, whichever is earlier. If market prices are not readily
available or the Fund's valuation methods do not produce a value reflective of
the fair value of the security, securities and other assets are priced at a fair
value as determined by the Fund's Board of Trustees or a committee thereof.

                             DESCRIPTION OF SHARES

     The Fund is authorized to issue an unlimited number of common shares,
without par value. The Fund is also authorized to issue preferred shares. Upon
the completion of this offering, the Fund will only have common shares
outstanding. The Fund's Board of Trustees is authorized, however, to classify
and reclassify any unissued shares into one or more additional classes or series
of shares. The Board of Trustees may establish such series or class, including
preferred shares, from time to time by setting or changing in any one or more
respects the designations, preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications or terms or
conditions of redemption of such shares and pursuant to such classification or
reclassification to increase or decrease the number of authorized shares of any
existing class or series. The Board of Trustees, without shareholder approval,
is authorized to amend the Fund's Agreement and Declaration of Trust and By-laws
to reflect the terms of any such class or series, including any class of
preferred shares. The Fund currently anticipates that it will issue preferred
shares as soon as practicable after the closing of this offering. See
"Leverage." The Fund is also authorized to issue other securities, including
debt securities.

COMMON SHARES

     Common shares, when issued and outstanding, will be fully paid and
non-assessable. Shareholders are entitled to share pro rata in the net assets of
the Fund available for distribution to common shareholders upon liquidation of
the Fund. Common shareholders are entitled to one vote for each share held.

     In the event that the Fund issues preferred shares and so long as any
shares of the Fund's preferred shares are outstanding, holders of common shares
will not be entitled to receive any net income of or other distributions from
the Fund unless all accumulated dividends on preferred shares have been paid,
and unless asset coverage (as defined in the 1940 Act) with respect to preferred
shares would be at least 200% after giving effect to such distributions. See
"Leverage."

     The Fund will send unaudited reports at least semiannually and audited
annual financial statements to all of its shareholders.

     Calamos provided the initial capital for the Fund by purchasing common
shares of the Fund for $       . As of the date of this prospectus, Calamos
owned 100% of the outstanding common shares. Calamos may be deemed to control
the Fund until such time as it owns less than 25% of the outstanding shares of
the Fund.

PREFERRED SHARES

     The Fund currently anticipates issuing, as soon as practicable after the
closing of this offering, cumulative preferred shares with an aggregate
liquidation preference of up to approximately 33% of the Fund's total assets
immediately after issuance. As a non-fundamental policy, the Fund may not issue
preferred shares (or borrow money and issue debt securities) with an aggregate
liquidation preference (or aggregate principal amount) exceeding 38% of the
Fund's total assets. However, the Board of Trustees reserves the right to issue
preferred shares to the extent permitted by the 1940 Act, which currently limits
the aggregate liquidation preference of all outstanding preferred shares to 50%
of the value of the Fund's total assets less the Fund's liabilities and
indebtedness. Although the terms of any preferred shares, including dividend
rate, liquidation preference and redemption provisions, will be determined by
the Fund's Board of Trustees, subject to applicable law and the Fund's Agreement
and Declaration of Trust, it is

                                        38
<PAGE>

likely that the preferred shares will be structured to carry a relatively
short-term dividend rate reflecting interest rates on short-term bonds by
providing for the periodic redetermination of the dividend rate at relatively
short intervals through an auction, remarketing or other procedure. The Fund
also believes that it is likely that the liquidation preference, voting rights
and redemption provisions of the preferred shares will be similar to those
stated below.

     In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Fund, the holders of preferred shares will be entitled to
receive a preferential liquidating distribution, which is expected to equal the
original purchase price per preferred share plus accumulated and unpaid
dividends, whether or not declared, before any distribution of assets is made to
holders of common shares. After payment of the full amount of the liquidating
distribution to which they are entitled, the holders of preferred shares will
not be entitled to any further participation in any distribution of assets by
the Fund.

     The 1940 Act requires that the holders of any preferred shares, voting
separately as a single class, have the right to elect at least two Trustees at
all times. The remaining Trustees will be elected by holders of common shares
and preferred shares, voting together as a single class. In addition, subject to
the prior rights, if any, of the holders of any other class of senior securities
outstanding, the holders of any preferred shares have the right to elect a
majority of the Trustees at any time two years' accumulated dividends on any
preferred shares are unpaid. The 1940 Act also requires that, in addition to any
approval by shareholders that might otherwise be required, the approval of the
holders of a majority of any outstanding preferred shares, voting separately as
a class, would be required to (1) adopt any plan of reorganization that would
adversely affect the preferred shares, and (2) take any action requiring a vote
of security holders under Section 13(a) of the 1940 Act, including, among other
things, changes in the Fund's subclassification as a closed-end investment
company or changes in its fundamental investment restrictions. See "Certain
Provisions of the Agreement and Declaration of Trust and By-Laws." As a result
of these voting rights, the Fund's ability to take any such actions may be
impeded to the extent that there are any preferred shares outstanding. The
Fund's Board of Trustees presently intends that, except as otherwise indicated
in this prospectus and except as otherwise required by applicable law, holders
of preferred shares will have equal voting rights with holders of common shares
(one vote per share, unless otherwise required by the 1940 Act) and will vote
together with holders of common shares as a single class.

     The affirmative vote of the holders of a majority of the outstanding
preferred shares, voting as a separate class, will be required to amend, alter
or repeal any of the preferences, rights or powers of holders of preferred
shares so as to affect materially and adversely such preferences, rights or
powers, or to increase or decrease the authorized number of preferred shares.
The class vote of holders of preferred shares described above will in each case
be in addition to any other vote required to authorize the action in question.

     The terms of the preferred shares are expected to provide that (i) they are
redeemable by the Fund in whole or in part at the original purchase price per
share plus accrued dividends per share, (ii) the Fund may tender for or purchase
preferred shares and (iii) the Fund may subsequently resell any shares so
tendered for or purchased. Any redemption or purchase of preferred shares by the
Fund will reduce the leverage applicable to the common shares, while any resale
of shares by the Fund will increase that leverage.

     The discussion above describes the possible offering of preferred shares by
the Fund. If the Fund's Board of Trustees determines to proceed with such an
offering, the terms of the preferred shares may be the same as, or different
from, the terms described above, subject to applicable law and the Agreement and
Declaration of Trust. The Board of Trustees, without the approval of the holders
of common shares, may authorize an offering of preferred shares or may determine
not to authorize such an offering, and may fix the terms of the preferred shares
to be offered.

                                        39
<PAGE>

                    CERTAIN PROVISIONS OF THE AGREEMENT AND
                        DECLARATION OF TRUST AND BY-LAWS

     The Fund's Agreement and Declaration of Trust includes provisions that
could have the effect of limiting the ability of other entities or persons to
acquire control of the Fund or to change the composition of its Board of
Trustees and could have the effect of depriving shareholders of an opportunity
to sell their shares at a premium over prevailing market prices by discouraging
a third party from seeking to obtain control of the Fund. These provisions,
however, have the advantage of potentially requiring persons seeking control of
the Fund to negotiate with its management regarding the price to be paid and
facilitating the continuity of the Fund's investment objective and policies. The
Board of Trustees of the Fund has considered these provisions and concluded that
they are in the best interests of the Fund.

     The Board of Trustees is divided into three classes and the terms of the
Trustees of the different classes are staggered. A Trustee may be removed from
office with or without cause by a vote of at least a majority of the then
Trustees if such removal is approved by the holders of at least 75% of the
shares entitled to vote with respect to the election of such Trustee and present
in person or by proxy at a meeting of shareholders called for such purpose.

     In addition, the Agreement and Declaration of Trust requires the
affirmative vote of at least 75% of the outstanding shares entitled to vote on
the matter for the Trust to merge or consolidate with any other corporation,
association, trust or other organization or to sell, lease or exchange all or
substantially all of the Fund's assets; unless such action has been approved,
adopted or authorized by the affirmative vote of at least 75% of the Trustees
then in office, in which case, the affirmative vote of a majority of the
outstanding shares entitled to vote on the matter is required.

     In addition, conversion of the Fund to an open-end investment company would
require an amendment to the Fund's Agreement and Declaration of Trust. Such an
amendment would require the favorable vote of a majority of the then Trustees
followed by a favorable vote of the holders of at least 75% of the shares
entitled to vote on the matter, voting as separate classes or series (or a
majority of such shares if the amendment was previously approved by 75% of the
Trustees). Such a vote also would satisfy a separate requirement in the 1940 Act
that the change be approved by the shareholders.

     Shareholders of an open-end investment company may require the company to
redeem their shares of common stock at any time (except in certain circumstances
as authorized by or under the 1940 Act) at their net asset value, less such
redemption charge, if any, as might be in effect at the time of a redemption. If
the Fund is converted to an open-end investment company, it could be required to
liquidate portfolio securities to meet requests for redemption, and the common
shares would no longer be listed on the New York Stock Exchange. Conversion to
an open-end investment company would also require changes in certain of the
Fund's investment policies and restrictions.

     In addition, the Agreement and Declaration of Trust requires the
affirmative vote or consent of a majority of the then Trustees followed by the
affirmative vote or consent of the holders of at least 75% of the shares of each
affected class or series of the Fund outstanding, voting separately as a class
or series, to approve, adopt or authorize certain transactions with 5% or
greater holders of a class or series of shares and their associates, unless the
transaction has been approved by at least 75% of the Trustees, in which case a
majority of the outstanding shares entitled to vote shall be required. For
purposes of these provisions, a 5% or greater holder of a class or series of
shares (a "Principal Shareholder") refers to any person who, whether directly or
indirectly and whether alone or together with its affiliates and associates,
beneficially owns 5% or more of the outstanding shares of any class or series of
shares of beneficial interest of the Fund. The 5% holder transactions subject to
these special approval requirements are:

     - the merger or consolidation of the Fund or any subsidiary of the Fund
       with or into any Principal Shareholder;

                                        40
<PAGE>

     - the issuance of any securities of the Fund to any Principal Shareholder
       for cash; or

     - the sale, lease or exchange to the Fund or any subsidiary of the Fund in
       exchange for securities of the Fund, of any assets of any Principal
       Shareholder, except assets having an aggregate fair market value of less
       than $1,000,000, aggregating for the purpose of such computation all
       assets sold, leased or exchanged in any series of similar transactions
       within a 12-month period.

     The Fund may be terminated by the affirmative vote of not less than 75% of
the Trustees then in office by written notice to the shareholders.

     The Agreement and Declaration of Trust and By-laws provide that the Board
of Trustees has the power, to the exclusion of shareholders, to make, alter or
repeal any of the By-laws (except for any By-law specified not to be amended or
repealed by the Board), subject to the requirements of the 1940 Act. Neither
this provision of the Agreement and Declaration of Trust, nor any of the
foregoing provisions thereof requiring the affirmative vote of 75% of
outstanding shares of the Fund, can be amended or repealed except by the vote of
such required number of shares.

     The Fund's By-laws generally require that advance notice be given to the
Fund in the event a shareholder desires to nominate a person for election to the
Board of Trustees or to transact any other business at an annual meeting of
shareholders. With respect to an annual meeting following the first annual
meeting of shareholders, notice of any such nomination or business must be
delivered to or received at the principal executive offices of the Fund not less
than 90 calendar days nor more than 120 calendar days prior to the anniversary
date of the prior year's annual meeting (subject to certain exceptions). In the
case of the first annual meeting of shareholders, the notice must be given no
later than the tenth calendar day following public disclosure as specified in
the By-laws of the date of the meeting. Any notice by a shareholder must be
accompanied by certain information as provided in the By-laws.

                                        41
<PAGE>

                                  UNDERWRITING

     Subject to the terms and conditions stated in the Fund's purchase agreement
dated          , 2004, each underwriter named below, for which           is
acting as representative, has severally agreed to purchase, and the Fund has
agreed to sell to such underwriter, the number of common shares set forth
opposite the name of such underwriter.

<Table>
<Caption>
                                                                 NUMBER OF
UNDERWRITER                                                    COMMON SHARES
- -----------                                                    -------------
<S>                                                            <C>
                                                                 ---------
Total.......................................................
                                                                 =========
</Table>

     The purchase agreement provides that the obligations of the underwriters to
purchase the common shares included in this offering are subject to approval of
legal matters by counsel and to other conditions. The underwriters are obligated
to purchase all the common shares (other than those covered by the overallotment
option described below) if they purchase any of the common shares. In the
purchase agreement, the Fund and Calamos have agreed to indemnify the
underwriters against certain liabilities, including liabilities arising under
the Securities Act, or to contribute payments the underwriters may be required
to make for any of those liabilities.

COMMISSIONS AND DISCOUNTS

     The underwriters propose to initially offer some of the common shares
directly to the public at the public offering price set forth on the cover page
of this prospectus and some of the common shares to certain dealers at the
public offering price less a concession not to exceed $     per common share.
The sales load the Fund will pay of $.675 per common share is equal to 4.5% of
the initial offering price. The underwriters may allow, and such dealers may
reallow, a discount not to exceed $     per common share on sales to other
dealers. After the initial public offering, the public offering price,
concession and discount may be changed. Investors must pay for any common shares
purchased on or before           , 2004.

     The following table shows the public offering price, sales load, estimated
offering expenses and proceeds, after expenses, to the Fund. The information
assumes either no exercise or full exercise by the underwriters of their
overallotment option.

<Table>
<Caption>
                                                   PER SHARE   WITHOUT OPTION   WITH OPTION
                                                   ---------   --------------   -----------
<S>                                                <C>         <C>              <C>
Public offering price............................   $ 15.00
Sales load.......................................   $  .675
Estimated offering expenses......................   $   .03
Proceeds, after expenses, to the Trust...........   $14.295
</Table>

     The Fund will pay all of its organizational expenses and offering costs
(other than sales load) up to and including $.03 per common share. This amount
includes the $.   per common share reimbursement of expenses to the underwriters
and may also include a reimbursement of Calamos' expenses incurred in connection
with this offering. The amount paid by the Fund as the partial reimbursement to
the underwriters will not exceed .     % of the total price to the public of the
common shares sold in this offering. Calamos has agreed to pay all of the Fund's
organizational expenses and offering costs (other than sales load but including
reimbursement of the underwriter expenses of $     per share) that exceed $.03
per common share.

                                        42
<PAGE>

OVERALLOTMENT OPTION

     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 from the date of this prospectus solely to cover any
overallotments. If the underwriters exercise this option, each will be
obligated, subject to conditions contained in the purchase agreement, to
purchase a number of additional common shares proportionate to that
underwriter's initial amount reflected in the above table.

PRICE STABILIZATION, SHORT POSITIONS AND PENALTY BIDS

     Until the distribution of the common shares is complete, the Commission
rules may limit underwriters and selling group members from bidding for and
purchasing the common shares. However, the representatives may engage in
transactions that stabilize the price of the common shares, such as bids or
purchases to peg, fix or maintain the price.

     If the underwriters create a short position in the common shares in
connection with the offering, i.e., if they sell more common shares than are
listed on the cover of this prospectus, the representatives may reduce that
short position by purchasing common shares in the open market. The
representatives may also elect to reduce any short position by exercising all or
part of the overallotment option described above. The underwriters may also
impose a penalty bid, whereby selling concessions allowed to syndicate members
or other broker-dealers in respect of the common shares sold in this offering
for their account may be reclaimed by the syndicate if such common shares are
repurchased by the syndicate in stabilizing or covering transactions. Purchases
of the common shares to stabilize its price or to reduce a short position may
cause the price of the common shares to be higher than it might be in the
absence of such purchases.

     Neither the Fund nor any of the underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the common shares. In addition, neither
the Fund nor any of the underwriters make any representation that the
representatives will engage in these transactions or that these transactions,
once commenced, will not be discontinued without notice.

     The Fund has agreed not to offer or sell any additional common shares for a
period of 180 days after the date of the purchase agreement without the prior
written consent of the underwriters, except for the sale of the common shares to
the underwriters pursuant to the purchase agreement and certain transactions
related to the Fund's Dividend Reinvestment Plan.

     The Fund anticipates that the underwriters may from time to time act as
brokers or, after they have ceased to be underwriters, dealers in executing the
Fund's portfolio transactions. The underwriters are active underwriters of, and
dealers in, securities and act as market makers in a number of such securities,
and therefore can be expected to engage in portfolio transactions with the Fund.

     One or more of the underwriters of the common shares may also act as an
underwriter of the Fund's preferred shares.

     The common shares will be sold to ensure that the New York Stock Exchange
distribution standards (i.e., round lots, public shares and aggregate market
value) will be met.

OTHER RELATIONSHIPS

     Calamos (and not the Fund) has agreed to pay from its own assets a fee to
certain qualifying underwriters (the "Qualifying Underwriters") payable
quarterly at the annual rate of   % of the Fund's managed assets during the
continuance of the Investment Management Agreement or other advisory agreements
between Calamos and the Fund. Each Qualifying Underwriter has agreed to provide
as requested certain after-market shareholder support services, including
services designed to maintain the visibility of the Fund on an ongoing basis and
to provide as requested relevant information, studies or reports regarding the
Fund and the closed-end investment company industry and asset management

                                        43
<PAGE>

industry. The total amount of these additional compensation payments to
Qualifying Underwriters will not exceed      % of the total price to the public
of the common share sold in this offering.

     The sum of the additional compensation fees payable to Qualifying
Underwriters, plus the amount paid by the Fund as the $.   per common share
reimbursement to the underwriters and the amount of certain other underwriter
fees, will not exceed 4.5% of the aggregate initial offering price of the common
shares offered hereby. The sum total of all compensation to underwriters in
connection with this public offering of common shares, including sales load and
additional compensation to and reimbursement of underwriters, will be limited to
9.0% of the total price to the public of the common shares sold in this
offering.

     In connection with the offering, the underwriters or selected dealers may
distribute prospectuses electronically.

     The principal address of                                           is
                                          .

            CUSTODIAN, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

     The Fund's securities and cash are held under a custodian agreement with
The Bank of New York, One Wall Street, New York, New York 10286. The transfer
agent and dividend disbursing agent for the Fund's shares is also The Bank of
New York.

                                 LEGAL OPINIONS

     Bell, Boyd & Lloyd LLC, Chicago, Illinois, serves as counsel to the Fund
and to the non-interested Trustees. Vedder, Price, Kaufman & Kammholz, P.C.
("Vedder Price"), Chicago, Illinois, which is serving as special counsel to the
Fund in connection with the offering, will pass on the legality of the shares
offered hereby. Vedder Price is also counsel to Calamos. Certain matters will be
passed upon for the underwriters by            , New York, New York. Vedder
Price and            may rely on matters of Delaware law on the opinion of
Morris, Nichols, Arsht & Tunnell, Wilmington, Delaware.

                                        44
<PAGE>

                              TABLE OF CONTENTS OF

                    THE STATEMENT OF ADDITIONAL INFORMATION

<Table>
<S>                                                           <C>
Use of Proceeds.............................................   S-1
Investment Restrictions.....................................  S-22
Management of the Fund......................................  S-24
Portfolio Transactions......................................  S-32
Repurchase of Common Shares.................................  S-33
U.S. Federal Income Tax Matters.............................  S-34
Experts.....................................................  S-40
Additional Information......................................  S-40
Appendix A -- Description of Ratings........................   A-1
</Table>

                                        45
<PAGE>

     Until           , 2004 (25 days after the date of this prospectus), all
dealers that buy, sell or trade the common shares, whether or not participating
in this offering, may be required to deliver a prospectus. This is in addition
to the dealers' obligation to deliver a prospectus when acting as underwriters
and with respect to their unsold allotments or subscriptions.

                                             SHARES

                        CALAMOS GLOBAL TOTAL RETURN FUND

                                 COMMON SHARES

                                $15.00 PER SHARE

                                   ----------
                                   PROSPECTUS
                                   ----------

SEC FILE NUMBER: 811-
                 333-

                                          , 2004
<PAGE>
         The information in this Statement of Additional Information 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 Statement of Additional Information is not an offer to sell
these securities and is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.

                 SUBJECT TO COMPLETION, DATED ___________, 2004

                        CALAMOS GLOBAL TOTAL RETURN FUND

                       STATEMENT OF ADDITIONAL INFORMATION

         Calamos Global Total Return Fund (the "Fund") is a newly organized,
diversified, closed-end management investment company. This Statement of
Additional Information relating to common shares does not constitute a
prospectus, but should be read in conjunction with the Prospectus relating
thereto dated ________ __, 2004. This Statement of Additional Information does
not include all information that a prospective investor should consider before
purchasing common shares, and investors should obtain and read the Prospectus
prior to purchasing such shares. A copy of the Prospectus may be obtained
without charge by calling 1-800-582-6959. You may also obtain a copy of the
Prospectus on the Securities and Exchange Commission's web site
(http://www.sec.gov).

<TABLE>
<S>                                                                                                          <C>
Use of Proceeds................................................................................................S-1
Investment Restrictions.......................................................................................S-22
Management of the Fund........................................................................................S-24
Portfolio Transactions........................................................................................S-32
Repurchase of Common Shares...................................................................................S-33
U.S. Federal Income Tax Matters...............................................................................S-34
Experts.......................................................................................................S-40
Additional Information........................................................................................S-40
Appendix A--Description of Ratings.............................................................................A-1

</TABLE>

         This Statement of Additional Information is dated _______ __, 2004.



<PAGE>




                                 USE OF PROCEEDS

         The Fund will invest the net proceeds of the offering in accordance
with the Fund's investment objective and policies as stated below and in the
Prospectus. It is presently anticipated that the Fund will invest substantially
all of the net proceeds in securities that meet the investment objective and
policies within three months after completion of the offering. Pending such
investment, the net proceeds may be invested in U.S. government securities and
high grade, short-term money market instruments. If necessary, the Fund may also
purchase, as temporary investments, securities of other open- or closed-end
investment companies that invest primarily in the types of securities in which
the Fund may invest directly.

INVESTMENT OBJECTIVE AND POLICIES

         The prospectus presents the investment objective and the principal
investment strategies and risks of the Fund. This section supplements the
disclosure in the Fund's prospectus and provides additional information on the
Fund's investment policies or restrictions. Restrictions or policies stated as a
maximum percentage of the Fund's assets are only applied immediately after a
portfolio investment to which the policy or restriction is applicable (other
than the limitations on borrowing). Accordingly, any later increase or decrease
resulting from a change in values, net assets or other circumstances will not be
considered in determining whether the investment complies with the Fund's
restrictions and policies.

         PRIMARY INVESTMENTS. Under normal circumstances, the Fund will invest
primarily in a portfolio of equity securities and other income producing
securities such as investment grade and below investment grade (high yield/high
risk) debt securities. The Fund, under normal circumstances, will invest at
least 50% of its managed assets in equity securities (including securities that
are convertible into equity securities). The Fund may invest up to 100% of its
managed assets in securities of foreign issuers, including debt and equity
securities of corporate issuers and debt securities of government issuers, in
developed and emerging markets. However, the Fund will invest in securities of
at least three countries, which may include the United States. "Managed Assets"
means the total assets of the Fund (including any assets attributable to any
leverage that may be outstanding) minus the sum of accrued liabilities (other
than debt representing financial leverage). For this purpose the liquidation
preference on any preferred shares will not constitute a liability.

         The Fund will attempt to keep a consistent balance between risk and
reward over the course of different market cycles, through various combinations
of stocks, bonds, and/or convertible securities, to achieve what the investment
adviser believes to be an appropriate blend for the then current market. As the
market environment changes, portfolio securities may change in an attempt to
achieve a relatively consistent risk level over time. At some points in a market
cycle, one type of security may make up a substantial portion of the portion of
the portfolio, while at other times certain securities may have minimal or no
representation, depending on market conditions.

         FOREIGN SECURITIES. The Fund may invest up to 100% of its managed
assets in securities of foreign issuers, including debt and equity securities of
corporate issuers and debt securities of government issuers, in developed and
emerging markets. The Fund will invest in the securities markets of at least
three markets, which may include the United States. A foreign issuer is a
company organized under the laws of a foreign country that is principally traded
in the financial markets of a foreign country. For these purposes, foreign
securities do not include American Depositary Receipts ("ADRs") or securities
guaranteed by a United States person, but may include foreign securities in the
form of European Depositary Receipts ("EDRs"), Global Depositary Receipts
("GDRs") or other securities representing underlying shares of foreign issuers.
Positions in those securities are not necessarily denominated in the same
currency as the common stocks into which they may be converted. ADRs are
receipts typically issued by an American bank or trust company evidencing
ownership of the underlying securities. EDRs


                                      S-1
<PAGE>





are European receipts listed on the Luxembourg Stock Exchange evidencing a
similar arrangement. GDRs are U.S. dollar-denominated receipts evidencing
ownership of foreign securities. Generally, ADRs, in registered form, are
designed for the U.S. securities markets and EDRs and GDRs, in bearer form, are
designed for use in foreign securities markets. The Fund may invest in sponsored
or unsponsored ADRs. In the case of an unsponsored ADR, the Fund is likely to
bear its proportionate share of the expenses of the depository and it may have
greater difficulty in receiving shareholder communications than it would have
with a sponsored ADR. To the extent positions in portfolio securities are
denominated in foreign currencies, the Fund's investment performance is affected
by the strength or weakness of the U.S. dollar against those currencies. For
example, if the dollar falls in value relative to the Japanese yen, the dollar
value of a Japanese stock held in the portfolio will rise even though the price
of the stock remains unchanged. Conversely, if the dollar rises in value
relative to the yen, the dollar value of the Japanese stock will fall. (See
discussion of transaction hedging and portfolio hedging below under "Currency
Exchange Transactions.")

         Investors should understand and consider carefully the risks involved
in foreign investing. Investing in foreign securities, which are generally
denominated in foreign currencies, and utilization of forward foreign currency
exchange contracts involve certain considerations comprising both risks and
opportunities not typically associated with investing in U.S. securities. These
considerations include: fluctuations in exchange rates of foreign currencies;
possible imposition of exchange control regulation or currency restrictions that
would prevent cash from being brought back to the United States less public
information with respect to issuers of securities; less governmental supervision
of stock exchanges, securities brokers, and issuers of securities; lack of
uniform accounting, auditing and financial reporting standards; lack of uniform
settlement periods and trading practices; less liquidity and frequently greater
price volatility in foreign markets than in the United States; possible
imposition of foreign taxes; and sometimes less advantageous legal, operational
and financial protections applicable to foreign sub-custodial arrangements.

         Although the Fund intends to invest in companies and government
securities of countries having stable political environments, there is the
possibility of expropriation or confiscatory taxation, seizure or
nationalization of foreign bank deposits or other assets, establishment of
exchange controls, the adoption of foreign government restrictions, or other
adverse political, social or diplomatic developments that could affect
investment in these nations.

         The Fund may invest in the securities of emerging countries. The
securities markets of emerging countries are substantially smaller, less
developed, less liquid and more volatile than the securities markets of the U.S.
and other more developed countries. Disclosure and regulatory standards in many
respects are less stringent than in the U.S. and other major markets. There also
may be a lower level of monitoring and regulation of emerging markets and the
activities of investors in such markets, and enforcement of existing regulations
has been extremely limited. Economies in individual emerging markets may differ
favorably or unfavorably from the U.S. economy in such respects as growth of
gross domestic product, rates of inflation, currency depreciation, capital
reinvestment, resource self-sufficiency and balance of payments positions. Many
emerging market countries have experienced high rates of inflation for many
years, which has had and may continue to have very negative effects on the
economies and securities markets of those countries.

         CURRENCY EXCHANGE TRANSACTIONS. Currency exchange transactions may be
conducted either on a spot (i.e., cash) basis at the spot rate for purchasing or
selling currency prevailing in the foreign exchange market or through forward
currency exchange contracts ("forward contracts"). Forward contracts are
contractual agreements to purchase or sell a specified currency at a specified
future date (or within a specified time period) and price set at the time of the
contract. Forward contracts are usually


                                      S-2
<PAGE>





entered into with banks, foreign exchange dealers and broker-dealers, are not
exchange traded, and are usually for less than one year, but may be renewed.

         Forward currency exchange transactions may involve currencies of the
different countries in which the Fund may invest and serve as hedges against
possible variations in the exchange rate between these currencies. Currency
exchange transactions are limited to transaction hedging and portfolio hedging
involving either specific transactions or portfolio positions, except to the
extent described below under "Synthetic Foreign Money Market Positions."
Transaction hedging is the purchase or sale of forward contracts with respect to
specific receivables or payables of the Fund accruing in connection with the
purchase and sale of its portfolio securities or the receipt of dividends or
interest thereon. Portfolio hedging is the use of forward contracts with respect
to portfolio security positions denominated or quoted in a particular foreign
currency. Portfolio hedging allows the Fund to limit or reduce its exposure in a
foreign currency by entering into a forward contract to sell such foreign
currency (or another foreign currency that acts as a proxy for that currency) at
a future date for a price payable in U.S. dollars so that the value of the
foreign denominated portfolio securities can be approximately matched by a
foreign denominated liability. The Fund may not engage in portfolio hedging with
respect to the currency of a particular country to an extent greater than the
aggregate market value (at the time of making such sale) of the securities held
in its portfolio denominated or quoted in that particular currency, except that
the Fund may hedge all or part of its foreign currency exposure through the use
of a basket of currencies or a proxy currency where such currencies or currency
act as an effective proxy for other currencies. In such a case, the Fund may
enter into a forward contract where the amount of the foreign currency to be
sold exceeds the value of the securities denominated in such currency. The use
of this basket hedging technique may be more efficient and economical than
entering into separate forward contracts for each currency held in the Fund. The
Fund may not engage in "speculative" currency exchange transactions.

         If the Fund enters into a forward contract, the Fund's custodian will
segregate liquid assets of the Fund having a value equal to the Fund's
commitment under such forward contract. At the maturity of the forward contract
to deliver a particular currency, the Fund may either sell the portfolio
security related to the contract and make delivery of the currency, or it may
retain the security and either acquire the currency on the spot market or
terminate its contractual obligation to deliver the currency by purchasing an
offsetting contract with the same currency trader obligating it to purchase on
the same maturity date the same amount of the currency. It is impossible to
forecast with absolute precision the market value of portfolio securities at the
expiration of a forward contract. Accordingly, it may be necessary for a Fund to
purchase additional currency on the spot market (and bear the expense of such
purchase) if the market value of the security is less than the amount of
currency the Fund is obligated to deliver and if a decision is made to sell the
security and make delivery of the currency. Conversely, it may be necessary to
sell on the spot market some of the currency received upon the sale of the
portfolio security if its market value exceeds the amount of currency the Fund
is obligated to deliver.

         If the Fund retains the portfolio security and engages in an offsetting
transaction, the Fund will incur a gain or a loss to the extent that there has
been movement in forward contract prices. If the Fund engages in an offsetting
transaction, it may subsequently enter into a new forward contract to sell the
currency. Should forward prices decline during the period between the Fund's
entering into a forward contract for the sale of a currency and the date it
enters into an offsetting contract for the purchase of the currency, the Fund
will realize a gain to the extent the price of the currency it has agreed to
sell exceeds the price of the currency it has agreed to purchase. Should forward
prices increase, the Fund will suffer a loss to the extent the price of the
currency it has agreed to purchase exceeds the price of the currency it has
agreed to sell. A default on the contract would deprive the Fund of unrealized
profits or force the Fund to cover its commitments for purchase or sale of
currency, if any, at the current market price.


                                      S-3
<PAGE>




         Hedging against a decline in the value of a currency does not eliminate
fluctuations in the value of a portfolio security traded in that currency or
prevent a loss if the value of the security declines. Hedging transactions also
preclude the opportunity for gain if the value of the hedged currency should
rise. Moreover, it may not be possible for a Fund to hedge against a devaluation
that is so generally anticipated that the Fund is not able to contract to sell
the currency at a price above the devaluation level it anticipates. The cost to
the Fund of engaging in currency exchange transactions varies with such factors
as the currency involved, the length of the contract period, and prevailing
market conditions. Because currency exchange transactions are usually conducted
on a principal basis, no fees or commissions are involved.

         EQUITY SECURITIES. Equity securities include common and preferred
stocks, warrants, rights, and depository receipts. Under normal circumstances,
the Fund will invest at least 50% of its managed assets in equity securities
(including securities that are convertible into equity securities). An
investment in the equity securities of a company represents a proportionate
ownership interest in that company. Therefore, the Fund participates in the
financial success or failure of any company in which it has an equity interest.
Equity investments are subject to greater fluctuations in market value than
other asset classes as a result of such factors as a company'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.

         Preferred stocks involve credit risk, which is the risk that a
preferred stock in the Fund's portfolio will decline in price or fail to make
dividend payments when due because the issuer of the security experiences a
decline in its financial status. In addition to credit risk, investments in
preferred stocks involve certain other risks. Certain preferred stocks contain
provisions that allow an issuer under certain circumstances to skip
distributions (in the case of "non-cumulative" preferred stocks) or defer
distributions (in the case of "cumulative" preferred stocks). If the Fund owns a
preferred stock that is deferring its distributions, the Fund may be required to
report income for tax purposes while it is not receiving income from that stock.
In certain varying circumstances, an issuer may redeem its preferred stock prior
to a specified date in the event of certain tax or legal changes or at the
issuer's call. In the event of a redemption, the Fund may not be able to
reinvest the proceeds at comparable rates of return. Preferred stocks typically
do not provide any voting rights, except in cases when dividends are in arrears
for a specified number of periods.

         Equity securities of small company and mid cap companies historically
have been subject to greater investment risk than those of large companies. The
risks generally associated with small and medium-sized companies include more
limited product lines, markets and financial resources, lack of management depth
or experience, dependency on key personnel and vulnerability to adverse market
and economic developments. Accordingly, the prices of small and medium-sized
company equity securities tend to be more volatile than prices of large company
stocks. Further, the prices of small and medium-sized company equity securities
are often adversely affected by limited trading volumes and the lack of publicly
available information.

         HIGH YIELD SECURITIES. The high yield securities in which the Fund
invests are rated below investment grade (i.e. rated Ba or lower by Moody's or
BB or lower by Standard & Poor's) or are unrated but determined by Calamos to be
of comparable quality. Non-convertible debt securities rated below investment
grade are commonly referred to as "junk bonds" and are considered speculative
with respect to the issuer's capacity to pay interest and repay principal.

         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


                                      S-4
<PAGE>





and principal and are susceptible to default or decline in market value due to
adverse economic and business developments. The market values for high yield
securities tend to be very volatile, and these securities are less liquid than
investment grade debt securities. For these reasons, your investment in the Fund
is subject to the following specific risks:

         - increased price sensitivity to changing interest rates and to a
deteriorating economic environment;

         - greater risk of loss due to default or declining credit quality;

         - adverse company specific events are more likely to render the issuer
unable to make interest and/or principal payments; and

         - if a negative perception of the high yield market develops, the price
and liquidity of high yield securities may be depressed. This negative
perception could last for a significant period of time.

         Securities rated below investment grade are speculative with respect to
the capacity to pay interest and repay principal in accordance with the terms of
such securities. A rating of C from Moody's means that the issue so rated can be
regarded as having extremely poor prospects of ever attaining any real
investment standing. Standard & Poor's assigns a rating of C to issues that are
currently highly vulnerable to nonpayment, and the C rating may be used to cover
a situation where a bankruptcy petition has been filed or similar action taken,
but payments on the obligation are being continued (a C rating is also assigned
to a preferred stock issue in arrears on dividends or sinking fund payments, but
that is currently paying). See Appendix A to this statement of additional
information for a description of Moody's and Standard & Poor's ratings.

         Adverse changes in economic conditions are more likely to lead to a
weakened capacity of a high yield issuer to make principal payments and interest
payments than an investment grade issuer. The principal amount of high yield
securities outstanding has proliferated in the past decade as an increasing
number of issuers have used high yield securities for corporate financing. An
economic downturn could severely affect the ability of highly leveraged issuers
to service their debt obligations or to repay their obligations upon maturity.
Similarly, down-turns in profitability in specific industries could adversely
affect the ability of high yield issuers in that industry to meet their
obligations. The market values of lower quality debt securities tend to reflect
individual developments of the issuer to a greater extent than do higher quality
securities, which react primarily to fluctuations in the general level of
interest rates. Factors having an adverse impact on the market value of lower
quality securities may have an adverse effect on the Fund's net asset value and
the market value of its common shares. In addition, the Fund may incur
additional expenses to the extent it is required to seek recovery upon a default
in payment of principal or interest on its portfolio holdings. In certain
circumstances, the Fund may be required to foreclose on an issuer's assets and
take possession of its property or operations. In such circumstances, the Fund
would incur additional costs in disposing of such assets and potential
liabilities from operating any business acquired.

         The secondary market for high yield securities may not be as liquid as
the secondary market for more highly rated securities, a factor which may have
an adverse effect on the Fund's ability to dispose of a particular security when
necessary to meet its liquidity needs. There are fewer dealers in the market for
high yield securities than investment grade obligations. The prices quoted by
different dealers may vary significantly and the spread between the bid and
asked price is generally much larger than higher quality instruments. Under
adverse market or economic conditions, the secondary market for high yield
securities could contract further, independent of any specific adverse changes
in the condition of a particular issuer, and these instruments may become
illiquid. As a result, the Fund could find it more


                                      S-5
<PAGE>





difficult to sell these securities or may be able to sell the securities only at
prices lower than if such securities were widely traded. Prices realized upon
the sale of such lower rated or unrated securities, under these circumstances,
may be less than the prices used in calculating the Fund's net asset value.

         Since investors generally perceive that there are greater risks
associated with lower quality debt securities of the type in which the Fund may
invest a portion of its assets, the yields and prices of such securities may
tend to fluctuate more than those for higher rated securities. In the lower
quality segments of the debt securities market, changes in perceptions of
issuers' creditworthiness tend to occur more frequently and in a more pronounced
manner than do changes in higher quality segments of the debt securities market,
resulting in greater yield and price volatility.

         If the Fund invests in high yield securities that are rated C or below,
the Fund will incur significant risk in addition to the risks associated with
investments in high yield securities and corporate loans. Distressed securities
frequently do not produce income while they are outstanding. The Fund may
purchase distressed securities that are in default or the issuers of which are
in bankruptcy. The Fund may be required to bear certain extraordinary expenses
in order to protect and recover its investment.

         DISTRESSED SECURITIES. The Fund may, but currently does not intend to,
invest up to 5% of its total assets in distressed securities, including
corporate loans, which are the subject of bankruptcy proceedings or otherwise in
default as to the repayment of principal and/or payment of interest at the time
of acquisition by the Fund or are rated in the lower rating categories (Ca or
lower by Moody's or CC or lower by Standard & Poor's) or which are unrated
investments considered by Calamos to be of comparable quality. Investment in
distressed securities is speculative and involves significant risk. Distressed
securities frequently do not produce income while they are outstanding and may
require the Fund to bear certain extraordinary expenses in order to protect and
recover its investment. Therefore, to the extent the Fund seeks capital
appreciation through investment in distressed securities, the Fund's ability to
achieve current income for its shareholders may be diminished. The Fund also
will be subject to significant uncertainty as to when and in what manner and for
what value the obligations evidenced by the distressed securities will
eventually be satisfied (e.g., through a liquidation of the obligor's assets, an
exchange offer or plan of reorganization involving the distressed securities or
a payment of some amount in satisfaction of the obligation). In addition, even
if an exchange offer is made or a plan of reorganization is adopted with respect
to distressed securities held by the Fund, there can be no assurance that the
securities or other assets received by the Fund in connection with such exchange
offer or plan of reorganization will not have a lower value or income potential
than may have been anticipated when the investment was made. Moreover, any
securities received by the Fund upon completion of an exchange offer or plan of
reorganization may be restricted as to resale. As a result of the Fund's
participation in negotiations with respect to any exchange offer or plan of
reorganization with respect to an issuer of distressed securities, the Fund may
be restricted from disposing of such securities.

         LOANS. The Fund may invest up to 5% of its total assets in loan
participations and other direct claims against a borrower. The corporate loans
in which the Fund invests primarily consist of direct obligations of a borrower
and may include debtor in possession financings pursuant to Chapter 11 of the
U.S. Bankruptcy Code, obligations of a borrower issued in connection with a
restructuring pursuant to Chapter 11 of the U.S. Bankruptcy Code, leveraged
buy-out loans, leveraged recapitalization loans, receivables purchase
facilities, and privately placed notes. The Fund may invest in a corporate loan
at origination as a co-lender or by acquiring in the secondary market
participations in, assignments of or novations of a corporate loan. By
purchasing a participation, the Fund acquires some or all of the interest of a
bank or other lending institution in a loan to a corporate or government
borrower. The participations typically will result in the Fund having a
contractual relationship only with the lender not the borrower. The Fund will
have the right to receive payments of principal, interest and any fees to which
it is entitled only from the lender selling the participation and only upon
receipt by the lender of the payments from


                                      S-6
<PAGE>





the borrower. Many such loans are secured, although some may be unsecured. Such
loans may be in default at the time of purchase. Loans that are fully secured
offer the Fund more protection than an unsecured loan in the event of
non-payment of scheduled interest or principal. However, there is no assurance
that the liquidation of collateral from a secured loan would satisfy the
corporate borrower's obligation, or that the collateral can be liquidated.
Direct debt instruments may involve a risk of loss in case of default or
insolvency of the borrower and may offer less legal protection to the Fund in
the event of fraud or misrepresentation. In addition, loan participations
involve a risk of insolvency of the lending bank or other financial
intermediary. The markets in loans are not regulated by federal securities laws
or the Securities and Exchange Commission (the "Commission").

         As in the case of other high yield investments, such corporate loans
may be rated in the lower rating categories of the established rating services
(Ba or lower by Moody's or BB or lower by Standard & Poor's), or may be unrated
investments considered by Calamos to be of comparable quality. As in the case of
other high yield investments, such corporate loans can be expected to provide
higher yields than lower yielding, higher rated fixed income securities, but may
be subject to greater risk of loss of principal and income. There are, however,
some significant differences between corporate loans and high yield bonds.
Corporate loan obligations are frequently secured by pledges of liens and
security interests in the assets of the borrower, and the holders of corporate
loans are frequently the beneficiaries of debt service subordination provisions
imposed on the borrower's bondholders. These arrangements are designed to give
corporate loan investors preferential treatment over high yield investors in the
event of a deterioration in the credit quality of the issuer. Even when these
arrangements exist, however, there can be no assurance that the borrowers of the
corporate loans will repay principal and/or pay interest in full. Corporate
loans generally bear interest at rates set at a margin above a generally
recognized base lending rate that may fluctuate on a day-to-day basis, in the
case of the prime rate of a U.S. bank, or which may be adjusted on set dates,
typically 30 days but generally not more than one year, in the case of the
London Interbank Offered Rate. Consequently, the value of corporate loans held
by the Fund may be expected to fluctuate significantly less than the value of
other fixed rate high yield instruments as a result of changes in the interest
rate environment. On the other hand, the secondary dealer market for certain
corporate loans may not be as well developed as the secondary dealer market for
high yield bonds, and therefore presents increased market risk relating to
liquidity and pricing concerns.

         SYNTHETIC FOREIGN MONEY MARKET POSITIONS. The Fund may invest in money
market instruments denominated in foreign currencies. In addition to, or in lieu
of, such direct investment, the Fund may construct a synthetic foreign money
market position by (a) purchasing a money market instrument denominated in one
currency, generally U.S. dollars, and (b) concurrently entering into a forward
contract to deliver a corresponding amount of that currency in exchange for a
different currency on a future date and at a specified rate of exchange. For
example, a synthetic money market position in Japanese yen could be constructed
by purchasing a U.S. dollar money market instrument, and entering concurrently
into a forward contract to deliver a corresponding amount of U.S. dollars in
exchange for Japanese yen on a specified date and at a specified rate of
exchange. Because of the availability of a variety of highly liquid short-term
U.S. dollar money market instruments, a synthetic money market position
utilizing such U.S. dollar instruments may offer greater liquidity than direct
investment in foreign currency and a concurrent construction of a synthetic
position in such foreign currency, in terms of both income yield and gain or
loss from changes in currency exchange rates, in general should be similar, but
would not be identical because the components of the alternative investments
would not be identical.

         DEBT OBLIGATIONS OF NON-U.S. GOVERNMENTS. An investment in debt
obligations of non-U.S. governments and their political subdivisions (sovereign
debt) involves special risks that are not present in corporate debt obligations.
The non-U.S. issuer of the sovereign debt or the non-U.S. governmental
authorities that control the repayment of the debt may be unable or unwilling to
repay principal or interest


                                      S-7
<PAGE>





when due, and the Fund may have limited recourse in the event of a default.
During periods of economic uncertainty, the market prices of sovereign debt may
be more volatile than prices of debt obligations of U.S. issuers. In the past,
certain non-U.S. countries have encountered difficulties in servicing their debt
obligations, withheld payments of principal and interest and declared moratoria
on the payment of principal and interest on their sovereign debt.

         A sovereign debtor's willingness or ability to repay principal and pay
interest in a timely manner may be affected by, among other factors, its cash
flow situation, the extent of its foreign currency reserves, the availability of
sufficient non-U.S. currency, the relative size of the debt service burden, the
sovereign debtor's policy toward its principal international lenders and local
political constraints.

         Sovereign debtors may also be dependent on expected disbursements from
non-U.S. governments, multilateral agencies and other entities to reduce
principal and interest arrearages on their debt. The failure of a sovereign
debtor to implement economic reforms, achieve specified levels of economic
performance or repay principal or interest when due may result in the
cancellation of third-party commitments to lend funds to the sovereign debtor,
which may further impair such debtor's ability or willingness to service its
debts.

         EURODOLLAR INSTRUMENTS AND SAMURAI AND YANKEE BONDS. The Fund may
invest in Eurodollar instruments and Samurai and Yankee bonds. Eurodollar
instruments are bonds of corporate and government issuers that pay interest and
principal in U.S. dollars but are issued in markets outside the United States,
primarily in Europe. Samurai bonds are yen-denominated bonds sold in Japan by
non-Japanese issuers. Yankee bonds are U.S. dollar-denominated bonds typically
issued in the U.S. by non-U.S. governments and their agencies and non-U.S. banks
and corporations. The Fund may also invest in Eurodollar Certificates of Deposit
("ECDs"), Eurodollar Time Deposits ("ETDs") and Yankee Certificates of Deposit
("Yankee CDs"). ECDs are U.S. dollar-denominated certificates of deposit issued
by non-U.S. branches of domestic banks; ETDs are U.S. dollar-denominated
deposits in a non-U.S. branch of a U.S. bank or in a non-U.S. bank; and Yankee
CDs are U.S. dollar-denominated certificates of deposit issued by a U.S. branch
of a non-U.S. bank and held in the U.S. These investments involve risks that are
different from investments in securities issued by U.S. issuers, including
potential unfavorable political and economic developments, non-U.S. withholding
or other taxes, seizure of non-U.S. deposits, currency controls, interest
limitations or other governmental restrictions which might affect payment of
principal or interest.

         CONVERTIBLE SECURITIES. Convertible securities include any corporate
debt security or preferred stock that may be converted into underlying shares of
common stock. The common stock underlying convertible securities may be issued
by a different entity than the issuer of the convertible securities. Convertible
securities entitle the holder to receive interest payments paid on corporate
debt securities or the dividend preference on a preferred stock until such time
as the convertible security matures or is redeemed or until the holder elects to
exercise the conversion privilege. As a result of the conversion feature,
however, the interest rate or dividend preference on a convertible security is
generally less than would be the case if the securities were issued in
non-convertible form.

         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." The investment value of the
convertible security typically will fluctuate inversely with changes in
prevailing interest rates. However, at the same time, the convertible security
will be influenced by its "conversion value," which is the market value of the
underlying common stock that would be obtained if the convertible security were
converted. Conversion value fluctuates directly with the price of the underlying
common stock.



                                      S-8
<PAGE>





         If, because of a low price of the common stock, the conversion value is
substantially below the investment value of the convertible security, the price
of the convertible security is governed principally by its investment value. If
the conversion value of a convertible security increases to a point that
approximates or exceeds its investment value, the value of the security will be
principally influenced by its conversion value. A convertible security will sell
at a premium over its conversion value to the extent investors place value on
the right to acquire the underlying common stock while holding a fixed income
security. Holders of convertible securities have a claim on the assets of the
issuer prior to the common stockholders, but may be subordinated to holders of
similar non-convertible securities of the same issuer.

         SYNTHETIC CONVERTIBLE SECURITIES. Calamos may create a "synthetic"
convertible security by combining fixed income securities with the right to
acquire equity securities. More flexibility is possible in the assembly of a
synthetic convertible security than in the purchase of a convertible security.
Although synthetic convertible securities may be selected where the two
components are issued by a single issuer, thus making the synthetic convertible
security similar to the true convertible security, the character of a synthetic
convertible security allows the combination of components representing distinct
issuers, when Calamos believes that such a combination would better promote the
Fund's investment objective. A synthetic convertible security also is a more
flexible investment in that its two components may be purchased separately. For
example, the Fund may purchase a warrant for inclusion in a synthetic
convertible security but temporarily hold short-term investments while
postponing the purchase of a corresponding bond pending development of more
favorable market conditions.

         A holder of a synthetic convertible security faces the risk of a
decline in the price of the security or the level of the index involved in the
convertible component, causing a decline in the value of the call option or
warrant purchased to create the synthetic convertible security. Should the price
of the stock fall below the exercise price and remain there throughout the
exercise period, the entire amount paid for the call option or warrant would be
lost. Because a synthetic convertible security includes the fixed-income
component as well, the holder of a synthetic convertible security also faces the
risk that interest rates will rise, causing a decline in the value of the
fixed-income instrument.

         The Fund may also purchase synthetic convertible securities
manufactured by other parties, including convertible structured notes.
Convertible structured notes are fixed income debentures linked to equity, and
are typically issued by investment banks. Convertible structured notes have the
attributes of a convertible security, however, the investment bank that issued
the convertible note assumes the credit risk associated with the investment,
rather than the issuer of the underlying common stock into which the note is
convertible.

         LENDING OF PORTFOLIO SECURITIES. The Fund may lend its portfolio
securities to broker-dealers and banks. Any such loan must be continuously
secured by collateral in cash or cash equivalents maintained on a current basis
in an amount at least equal to the market value of the securities loaned by the
Fund. The Fund would continue to receive the equivalent of the interest or
dividends paid by the issuer on the securities loaned, and would also receive an
additional return that may be in the form of a fixed fee or a percentage of the
collateral. The Fund may pay reasonable fees to persons unaffiliated with the
Fund for services in arranging these loans. The Fund would have the right to
call the loan and obtain the securities loaned at any time on notice of not more
than five business days. The Fund would not have the right to vote the
securities during the existence of the loan but would call the loan to permit
voting of the securities, if, in Calamos' judgment, a material event requiring a
shareholder vote would otherwise occur before the loan was repaid. In the event
of bankruptcy or other default of the borrower, the Fund could experience both
delays in liquidating the loan collateral or recovering the loaned securities
and losses, including (a) possible decline in the value of the collateral or in
the value of the securities loaned


                                      S-9
<PAGE>





during the period while the Fund seeks to enforce its rights thereto, (b)
possible subnormal levels of income and lack of access to income during this
period, and (c) expenses of enforcing its rights.

         OPTIONS ON SECURITIES, INDEXES AND CURRENCIES. The Fund may purchase
and sell put options and call options on securities, indexes or foreign
currencies. The Fund may purchase agreements, sometimes called cash puts, that
may accompany the purchase of a new issue of bonds from a dealer.

         A put option gives the purchaser of the option, upon payment of a
premium, the right to sell, and the writer the obligation to buy, the underlying
security, commodity, index, currency or other instrument at the exercise price.
For instance, the Fund's purchase of a put option on a security might be
designed to protect its holdings in the underlying instrument (or, in some
cases, a similar instrument) against a substantial decline in the market value
by giving the Fund the right to sell such instrument at the option exercise
price. A call option, upon payment of a premium, gives the purchaser of the
option the right to buy, and the seller the obligation to sell, the underlying
instrument at the exercise price. The Fund's purchase of a call option on a
security, financial future, index, currency or other instrument might be
intended to protect a fund against an increase in the price of the underlying
instrument that it intends to purchase in the future by fixing the price at
which it may purchase such instrument.

         The Fund is authorized to purchase and sell exchange listed options and
over-the-counter options ("OTC options"). Exchange listed options are issued by
a regulated intermediary such as the Options Clearing Corporation ("OCC"), which
guarantees the performance of the obligations of the parties to such options.
The discussion below uses the OCC as an example, but is also applicable to other
financial intermediaries.

         With certain exceptions, OCC issued and exchange listed options
generally settle by physical delivery of the underlying security or currency,
although in the future cash settlement may become available. Index options and
Eurodollar instruments are cash settled for the net amount, if any, by which the
option is "in-the-money" (i.e., where the value of the underlying instrument
exceeds, in the case of a call option, or is less than, in the case of a put
option, the exercise price of the option) at the time the option is exercised.
Frequently, rather than taking or making delivery of the underlying instrument
through the process of exercising the option, listed options are closed by
entering into offsetting purchase or sale transactions that do not result in
ownership of the new option.

         OTC options are purchased from or sold to securities dealers, financial
institutions or other parties ("Counterparties") through direct bilateral
agreement with the Counterparty. In contrast to exchange listed options, which
generally have standardized terms and performance mechanics, all the terms of an
OTC option, including such terms as method of settlement, term, exercise price,
premium, guarantees and security, are set by negotiation of the parties. The
Fund may sell OTC options (other than OTC currency options) that are subject to
a buy-back provision permitting the Fund to require the Counterparty to sell the
option back to a fund at a formula price within seven days. The Fund expects
generally to enter into OTC options that have cash settlement provisions,
although it is not required to do so. The staff of the Commission currently
takes the position that OTC options purchased by a fund, and portfolio
securities "covering" the amount of a fund's obligation pursuant to an OTC
option sold by it (or the amount of assets equal to the formula price for the
repurchase of the option, if any, less the amount by which the option is in the
money) are illiquid.

         The Fund may also purchase and sell options on securities indices and
other financial indices. Options on securities indices and other financial
indices are similar to options on a security or other instrument except that,
rather than settling by physical delivery of the underlying instrument, they
settle by cash settlement, i.e., an option or an index gives the holder the
right to receive, upon exercise of the option, an amount of cash if the closing
level of the index upon which the option is based exceeds, in the


                                      S-10
<PAGE>





case of a call, or is less than, in the case of a put, the exercise price of the
option (except if, in the case of an OTC option, physical delivery is
specified). This amount of cash is equal to the excess of the closing price of
the index over the exercise price of the option, which also may be multiplied by
a formula value. The seller of the option is obligated, in return for the
premium received, to make delivery of this amount. The gain or loss on an option
on an index depends on price movements in the instruments making upon the
market, market segment, industry or other composite on which the underlying
index is based, rather than price movements in individual securities, as is the
case with respect to options on securities.

         The Fund will write call options and put options only if they are
"covered." For example, a call option written by the Fund will require the Fund
to hold the securities subject to the call (or securities convertible into the
needed securities without additional consideration) or to segregate cash or
liquid assets sufficient to purchase and deliver the securities if the call is
exercised. A call option sold by a fund on an index will require the Fund to own
portfolio securities which correlate with the index or to segregate cash or
liquid assets equal to the excess of the index value over the exercise price on
a current basis. A put option written by the Fund requires the Fund to segregate
cash or liquid assets equal to the exercise price.

         OTC options entered into by the Fund and OCC issued and exchange listed
index options will generally provide for cash settlement. As a result, when the
Fund sells these instruments it will only segregate an amount of cash or liquid
assets equal to its accrued net obligations, as there is no requirement for
payment or delivery of amounts in excess of the net amount. These amounts will
equal 100% of the exercise price in the case of a non cash-settled put, the same
as an OCC guaranteed listed option sold by the Fund, or the in-the-money amount
plus any sell-back formula amount in the case of a cash-settled put or call. In
addition, when the Fund sells a call option on an index at a time when the
in-the-money amount exceeds the exercise price, the Fund will segregate, until
the option expires or is closed out, cash or cash equivalents equal in value to
such excess. OCC issued and exchange listed options sold by the Fund other than
those above generally settle with physical delivery, or with an election of
either physical delivery or cash settlement and the Fund will segregate an
amount of cash or liquid assets equal to the full value of the option. OTC
options settling with physical delivery, or with an election of either physical
delivery or cash settlement, will be treated the same as other options settling
with physical delivery.

         If an option written by the Fund expires, the Fund realizes a capital
gain equal to the premium received at the time the option was written. If an
option purchased by the Fund expires, the Fund realizes a capital loss equal to
the premium paid.

         The Fund will realize a capital gain from a closing purchase
transaction if the cost of the closing option is less than the premium received
from writing the option, or, if it is more, the Fund will realize a capital
loss. If the premium received from a closing sale transaction is more than the
premium paid to purchase the option, the Fund will realize a capital gain or, if
it is less, the Fund will realize a capital loss. The principal factors
affecting the market value of a put or a call option include supply and demand,
interest rates, the current market price of the underlying security or index in
relation to the exercise price of the option, the volatility of the underlying
security or index, and the time remaining until the expiration date.

         A put or call option purchased by the Fund is an asset of the Fund,
valued initially at the premium paid for the option. The premium received for an
option written by the Fund is recorded as a deferred credit. The value of an
option purchased or written is marked-to-market daily and is valued at the
closing price on the exchange on which it is traded or, if not traded on an
exchange or no closing price is available, at the mean between the last bid and
asked prices.


                                      S-11
<PAGE>




         RISKS ASSOCIATED WITH OPTIONS. There are several risks associated with
transactions in options. For example, there are significant differences between
the securities markets, the currency markets and the 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 ability of the Fund to utilize options
successfully will depend on Calamos' ability to predict pertinent market
investments, which cannot be assured.

         The Fund's ability to close out its position as a purchaser or seller
of an OCC or exchange listed put or call option is dependent, in part, upon the
liquidity of the option market. Among the possible reasons for the absence of a
liquid option market on an exchange are: (i) insufficient trading interest in
certain options; (ii) restrictions on transactions imposed by an exchange; (iii)
trading halts, suspensions or other restrictions imposed with respect to
particular classes or series of options or underlying securities including
reaching daily price limits; (iv) interruption of the normal operations of the
OCC or an exchange; (v) inadequacy of the facilities of an exchange or OCC to
handle current trading volume; or (vi) a decision by one or more exchanges to
discontinue the trading of options (or a particular class or series of options),
in which event the relevant market for that option on that exchange would cease
to exist, although outstanding options on that exchange would generally continue
to be exercisable in accordance with their terms. If the Fund were unable to
close out an option that it has purchased on a security, it would have to
exercise the option in order to realize any profit or the option would expire
and become worthless. If the Fund were unable to close out a covered call option
that it had written on a security, it would not be able to sell the underlying
security until the option expired. As the writer of a covered call option on a
security, the Fund foregoes, during the option's life, the opportunity to profit
from increases in the market value of the security covering the call option
above the sum of the premium and the exercise price of the call. As the writer
of a covered call option on a foreign currency, the Fund foregoes, during the
option's life, the opportunity to profit from currency appreciation.

         The hours of trading for listed options may not coincide with the hours
during which the underlying financial instruments are traded. To the extent that
the option markets close before the markets for the underlying financial
instruments, significant price and rate movements can take place in the
underlying markets that cannot be reflected in the option markets.

         Unless the parties provide for it, there is no central clearing or
guaranty function in an OTC option. As a result, if the Counterparty (as
described above under "Options on Securities, Indexes and Currencies") fails to
make or take delivery of the security, currency or other instrument underlying
an OTC option it has entered into with a fund or fails to make a cash settlement
payment due in accordance with the terms of that option, a fund will lose any
premium it paid for the option as well as any anticipated benefit of the
transaction. Accordingly, Calamos must assess the creditworthiness of each such
Counterparty or any guarantor or credit enhancement of the Counterparty's credit
to determine the likelihood that the terms of the OTC option will be satisfied.
The Fund will engage in OTC option transactions only with U.S. government
securities dealers recognized by the Federal Reserve Bank of New York as
"primary dealers" or broker/dealers, domestic or foreign banks or other
financial institutions which have received (or the guarantors of the obligation
of which have received) a short-term credit rating of A-1 from S&P or P-1 from
Moody's or an equivalent rating from any nationally recognized statistical
rating organization ("NRSRO") or, in the case of OTC currency transactions, are
determined to be of equivalent credit quality by Calamos.

         The Fund may purchase and sell call options on securities indices and
currencies. All calls sold by the Fund must be "covered." Even though the Fund
will receive the option premium to help protect it against loss, a call sold by
the Fund exposes the Fund during the term of the option to possible loss of


                                      S-12


<PAGE>





opportunity to realize appreciation in the market price of the underlying
security or instrument and may require a fund to hold a security or instrument
which it might otherwise have sold. The Fund may purchase and sell put options
on securities indices and currencies. In selling put options, there is a risk
that the Fund may be required to buy the underlying security at a
disadvantageous price above the market price.

         FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. The Fund may use
interest rate futures contracts, index futures contracts and foreign currency
futures contracts. An interest rate, index or foreign currency futures contract
provides for the future sale by one party and purchase by another party of a
specified quantity of a financial instrument or the cash value of an index(1) at
a specified price and time. A public market exists in futures contracts covering
a number of indexes (including, but not limited to: the Standard & Poor's 500
Index, the Russell 2000 Index, the Value Line Composite Index, and the New York
Stock Exchange Composite Index) as well as financial instruments (including, but
not limited to: U.S. Treasury bonds, U.S. Treasury notes, Eurodollar
certificates of deposit and foreign currencies). Other index and financial
instrument futures contracts are available and it is expected that additional
futures contracts will be developed and traded.

         The Fund may purchase and write call and put futures options. Futures
options possess many of the same characteristics as options on securities,
indexes and foreign currencies (discussed above). A futures option gives the
holder the right, in return for the premium paid, to assume a long position
(call) or short position (put) in a futures contract at a specified exercise
price at any time during the period of the option. Upon exercise of a call
option, the holder acquires a long position in the futures contract and the
writer is assigned the opposite short position. In the case of a put option, the
opposite is true. The Fund might, for example, use futures contracts to hedge
against or gain exposure to fluctuations in the general level of stock prices,
anticipated changes in interest rates or currency fluctuations that might
adversely affect either the value of the Fund's securities or the price of the
securities that the Fund intends to purchase. Although other techniques could be
used to reduce or increase the Fund's exposure to stock price, interest rate and
currency fluctuations, the Fund may be able to achieve its desired exposure more
effectively and perhaps at a lower cost by using futures contracts and futures
options.

         The Fund will only enter into futures contracts and futures options
that are standardized and traded on an exchange, board of trade or similar
entity, or quoted on an automated quotation system.

         The success of any futures transaction depends on the investment
manager correctly predicting changes in the level and direction of stock prices,
interest rates, currency exchange rates and other factors. Should those
predictions be incorrect, the Fund's return might have been better had the
transaction not been attempted; however, in the absence of the ability to use
futures contracts, the investment manager might have taken portfolio actions in
anticipation of the same market movements with similar investment results, but,
presumably, at greater transaction costs. When a purchase or sale of a futures
contract is made by the Fund, the Fund is required to deposit with its custodian
(or broker, if legally permitted) a specified amount of cash or U.S. Government
securities or other securities acceptable to the broker ("initial margin"). The
margin required for a futures contract is set by the exchange on which the
contract is traded and may be modified during the term of the contract, although
the Fund's broker may require

- ----------------------
(1) A futures contract on an index is an agreement pursuant to which two parties
agree to take or make delivery of an amount of cash equal to the difference
between the value of the index at the close of the last trading day of the
contract and the price at which the index contract was originally written.
Although the value of a securities index is a function of the value of certain
specified securities, no physical delivery of those securities is made.



                                      S-13


<PAGE>




margin deposits in excess of the minimum required by the exchange. The initial
margin is in the nature of a performance bond or good faith deposit on the
futures contract, which is returned to the Fund upon termination of the
contract, assuming all contractual obligations have been satisfied. The Fund
expects to earn interest income on its initial margin deposits. A futures
contract held by the Fund is valued daily at the official settlement price of
the exchange on which it is traded. Each day the Fund pays or receives cash,
called "variation margin," equal to the daily change in value of the futures
contract. This process is known as "marking-to-market." Variation margin paid or
received by the Fund does not represent a borrowing or loan by the Fund but is
instead settlement between the Fund and the broker of the amount one would owe
the other if the futures contract had expired at the close of the previous day.
In computing daily net asset value, the Fund will mark-to-market its open
futures positions.

         The Fund is also required to deposit and maintain margin with respect
to put and call options on futures contracts written by it. Such margin deposits
will vary depending on the nature of the underlying futures contract (and the
related initial margin requirements), the current market value of the option and
other futures positions held by the Fund. Although some futures contracts call
for making or taking delivery of the underlying securities, usually these
obligations are closed out prior to delivery by offsetting purchases or sales of
matching futures contracts (same exchange, underlying security or index, and
delivery month). If an offsetting purchase price is less than the original sale
price, the Fund engaging in the transaction realizes a capital gain, or if it is
more, the Fund realizes a capital loss. Conversely, if an offsetting sale price
is more than the original purchase price, the Fund engaging in the transaction
realizes a capital gain, or if it is less, the Fund realizes a capital loss. The
transaction costs must also be included in these calculations.

         RISKS ASSOCIATED WITH FUTURES. There are several risks associated with
the use of futures contracts and futures options. A purchase or sale of a
futures contract may result in losses in excess of the amount invested in the
futures contract. In trying to increase or reduce market exposure, there can be
no guarantee that there will be a correlation between price movements in the
futures contract and in the portfolio exposure sought. In addition, there are
significant differences between the securities and futures markets that could
result in an imperfect correlation between the markets, causing a given
transaction not to achieve its objectives. The degree of imperfection of
correlation depends on circumstances such as: variations in speculative market
demand for futures, futures options and the related securities, including
technical influences in futures and futures options trading and differences
between the securities markets and the securities underlying the standard
contracts available for trading. For example, in the case of index futures
contracts, the composition of the index, including the issuers and the weighing
of each issue, may differ from the composition of the Fund's portfolio, and, in
the case of interest rate futures contracts, the interest rate levels,
maturities and creditworthiness of the issues underlying the futures contract
may differ from the financial instruments held in the Fund's portfolio. A
decision as to whether, when and how to use futures contracts 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 stock price
or interest rate trends.

         Futures exchanges may limit the amount of fluctuation permitted in
certain futures contract prices during a single trading day. The daily limit
establishes the maximum amount that the price of a futures contract may vary
either up or down from the previous day's settlement price at the end of the
current trading session. Once the daily limit has been reached in a futures
contract subject to the limit, no more trades may be made on that day at a price
beyond that limit. The daily limit governs only price movements during a
particular trading day and therefore does not limit potential losses because the
limit may work to prevent the liquidation of unfavorable positions. For example,
futures prices have occasionally moved to the daily limit for several
consecutive trading days with little or no trading, thereby preventing prompt
liquidation of positions and subjecting some holders of futures contracts to
substantial losses. Stock index futures contracts are not normally subject to
such daily price change limitations.




                                      S-14
<PAGE>





         There can be no assurance that a liquid market will exist at a time
when the Fund seeks to close out a futures or futures option position. The Fund
would be exposed to possible loss on the position during the interval of
inability to close, and would continue to be required to meet margin
requirements until the position is closed. In addition, many of the contracts
discussed above are relatively new instruments without a significant trading
history. As a result, there can be no assurance that an active secondary market
will develop or continue to exist.

         LIMITATIONS ON OPTIONS AND FUTURES. If other options, futures contracts
or futures options of types other than those described herein are traded in the
future, the Fund may also use those investment vehicles, provided the Board of
Trustees determines that their use is consistent with the Fund's investment
objective.

         When purchasing a futures contract or writing a put option on a futures
contract, the Fund must maintain with its custodian (or broker, if legally
permitted) cash or cash equivalents (including any margin) equal to the market
value of such contract. When writing a call option on a futures contract, the
Fund similarly will maintain with its custodian cash or cash equivalents
(including any margin) equal to the amount by which such option is in-the-money
until the option expires or is closed by the Fund.

         The Fund may not maintain open short positions in futures contracts,
call options written on futures contracts or call options written on indexes if,
in the aggregate, the market value of all such open positions exceeds the
current value of the securities in its portfolio, plus or minus unrealized gains
and losses on the open positions, adjusted for the historical relative
volatility of the relationship between the portfolio and the positions. For this
purpose, to the extent the Fund has written call options on specific securities
in its portfolio, the value of those securities will be deducted from the
current market value of the securities portfolio.

         The Fund has claimed an exclusion from registration as a commodity pool
under the Commodity Exchange Act ("CEA") and, therefore, the Fund and its
officers and trustees are not subject to the registration requirements of the
CEA. The Fund reserves the right to engage in transactions involving futures and
options thereon to the extent allowed by Commodity Future Trading Commission
("CFTC") regulations in effect from time to time and in accordance with the
Fund's policies.

         WARRANTS. The Fund may invest in warrants. A warrant is a right to
purchase common stock at a specific price (usually at a premium above the market
value of the underlying common stock at time of issuance) during a specified
period of time. A warrant may have a life ranging from less than a year to
twenty years or longer, but a warrant becomes worthless unless it is exercised
or sold before expiration. In addition, if the market price of the common stock
does not exceed the warrant's exercise price during the life of the warrant, the
warrant will expire worthless. Warrants have no voting rights, pay no dividends
and have no rights with respect to the assets of the corporation issuing them.
The percentage increase or decrease in the value of a warrant may be greater
than the percentage increase or decrease in the value of the underlying common
stock.

         PORTFOLIO TURNOVER. Although the Fund does not purchase securities with
a view to rapid turnover, there are no limitations on the length of time that
portfolio securities must be held. Portfolio turnover can occur for a number of
reasons, including calls for redemption, general conditions in the securities
markets, more favorable investment opportunities in other securities, or other
factors relating to the desirability of holding or changing a portfolio
investment. The portfolio turnover rates may vary greatly from year to year. A
high rate of portfolio turnover in the Fund would result in increased
transaction expense, which must be borne by that Fund. High portfolio turnover
may also result in the realization of capital gains or losses and, to the extent
net short-term capital gains are realized, any distributions resulting from such
gains will be considered ordinary income for federal income tax purposes.



                                      S-15

<PAGE>





         SHORT SALES. The Fund may attempt to hedge against market risk and to
enhance income by selling short "against the box," that is: (1) entering into
short sales of securities that it currently has the right to acquire through the
conversion or exchange of other securities that it owns, or to a lesser extent,
entering into short sales of securities that it currently owns; and (2) entering
into arrangements with the broker-dealers through which such securities are sold
short to receive income with respect to the proceeds of short sales during the
period the Fund's short positions remain open. The Fund may make short sales of
securities only if at all times when a short position is open the Fund owns an
equal amount of such securities or securities convertible into or exchangeable
for, without payment of any further consideration, securities of the same issue
as, and equal in amount to, the securities sold short.

         In a short sale against the box, the Fund does not deliver from its
portfolio the securities sold and does not receive immediately the proceeds from
the short sale. Instead, the Fund borrows the securities sold short from a
broker-dealer through which the short sale is executed, and the broker-dealer
delivers such securities, on behalf of the Fund, to the purchaser of such
securities. Such broker-dealer is entitled to retain the proceeds from the short
sale until the Fund delivers to such broker-dealer the securities sold short. In
addition, the Fund is required to pay to the broker-dealer the amount of any
dividends paid on shares sold short. Finally, to secure its obligation to
deliver to such broker-dealer the securities sold short, the Fund must deposit
and continuously maintain in a separate account with the Fund's custodian an
equivalent amount of the securities sold short or securities convertible into or
exchangeable for such securities without the payment of additional
consideration. The Fund is said to have a short position in the securities sold
until it delivers to the broker-dealer the securities sold, at which time the
Fund receives the proceeds of the sale. Because the Fund ordinarily will want to
continue to hold securities in its portfolio that are sold short, the Fund will
normally close out a short position by purchasing on the open market and
delivering to the broker-dealer an equal amount of the securities sold short,
rather than by delivering portfolio securities.

         A short sale works the same way, except that the Fund places in the
segregated account cash or U.S. government securities equal in value to the
difference between (i) the market value of the securities sold short at the time
they were sold short and (ii) any cash or U.S. government securities required to
be deposited with the broker as collateral. In addition, so long as the short
position is open, the Fund must adjust daily the value of the segregated account
so that the amount deposited in it, plus any amount deposited with the broker as
collateral, will equal the current market value of the security sold short.
However, the value of the segregated account may not be reduced below the point
at which the segregated account, plus any amount deposited with the broker, is
equal to the market value of the securities sold short at the time they were
sold short.

         Short sales may protect the Fund against the risk of losses in the
value of its portfolio securities because any unrealized losses with respect to
such portfolio securities should be wholly or partially offset by a
corresponding gain in the short position. However, any potential gains in such
portfolio securities should be wholly or partially offset by a corresponding
loss in the short position. The extent to which such gains or losses are offset
will depend upon the amount of securities sold short relative to the amount the
Fund owns, either directly or indirectly, and, in the case where the Fund owns
convertible securities, changes in the conversion premium. Short sale
transactions of the Fund involve certain risks. In particular, the imperfect
correlation between the price movements of the convertible securities and the
price movements of the underlying common stock being sold short creates the
possibility that losses on the short sale hedge position may be greater than
gains in the value of the portfolio securities being hedged. In addition, to the
extent that the Fund pays a conversion premium for a convertible security, the
Fund is generally unable to protect against a loss of such premium pursuant to a
short sale hedge. In determining the number of shares to be sold short against
the Fund's position in the convertible securities, the anticipated fluctuation
in the conversion premiums is considered. The Fund will also incur transaction
costs in connection with short sales. Certain provisions of the Internal Revenue
Code of 1986, as



                                      S-16

<PAGE>




amended (the "Code") (and related Treasury regulations thereunder) may limit the
degree to which the Fund is able to enter into short sales and other
transactions with similar effects without triggering adverse tax consequences,
which limitations might impair the Fund's ability to achieve its investment
objective. See "U.S. Federal Income Tax Matters."

         In addition to enabling the Fund to hedge against market risk, short
sales may afford the Fund an opportunity to earn additional current income to
the extent the Fund is able to enter into arrangements with broker-dealers
through which the short sales are executed to receive income with respect to the
proceeds of the short sales during the period the Fund's short positions remain
open.

         INTEREST RATE TRANSACTIONS. In order to seek to reduce the interest
rate risk inherent in the Fund's underlying investments and capital structure,
the Fund, if market conditions are deemed favorable, likely will enter into
interest rate swap or cap transactions to attempt to protect itself from
increasing dividend or interest expenses on its leverage. Interest rate swaps
involve the Fund's agreement with the swap counterparty to pay a fixed rate
payment in exchange for the counterparty agreeing to pay the Fund a payment at a
variable rate that is expected to approximate the rate on any variable rate
payment obligation on the Fund's leverage. The payment obligations would be
based on the notional amount of the swap. The Fund may use an interest rate cap,
which would require it to pay a premium to the cap counterparty and would
entitle it, to the extent that a specified variable rate index exceeds a
predetermined fixed rate, to receive from the counterparty payment of the
difference based on the notional amount. The Fund would use interest rate swaps
or caps only with the intent to reduce or eliminate the risk that an increase in
short-term interest rates could have on common share net earnings as a result of
leverage.

         The Fund will usually enter into swaps or caps on a net basis; that is,
the two payment streams will be netted out in a cash settlement on the payment
date or dates specified in the instrument, with the Fund receiving or paying, as
the case may be, only the net amount of the two payments. The Fund intends to
maintain in a segregated account with its custodian cash or liquid securities
having a value at least equal to the Fund's net payment obligations under any
swap transaction, marked-to-market daily.

         The use of interest rate swaps and caps is a highly specialized
activity that involves investment techniques and risks different from those
associated with ordinary portfolio security transactions. Depending on the state
of interest rates in general, the Fund's use of interest rate swaps or caps
could enhance or harm the overall performance on the common shares. To the
extent there is a decline in interest rates, the value of the interest rate swap
or cap could decline, and could result in a decline in the net asset value of
the common shares. In addition, if short-term interest rates are lower than the
Fund's fixed rate of payment on the interest rate swap, the swap will reduce
common share net earnings. If, on the other hand, short-term interest rates are
higher than the fixed rate of payment on the interest rate swap, the swap will
enhance common share net earnings. Buying interest rate caps could enhance the
performance of the common shares by providing a maximum leverage expense. Buying
interest rate caps could also decrease the net earnings of the common shares in
the event that the premium paid by the Fund to the counterparty exceeds the
additional amount the Fund would have been required to pay had it not entered
into the cap agreement. The Fund has no current intention of selling an interest
rate swap or cap.

         Interest rate swaps and caps do not involve the delivery of securities
or other underlying assets or principal. Accordingly, the risk of loss with
respect to interest rate swaps is limited to the net amount of interest payments
that the Fund is contractually obligated to make. If the counterparty defaults,
the Fund would not be able to use the anticipated net receipts under the swap or
cap to offset the dividend or interest payments on the Fund's leverage.
Depending on whether the Fund would be entitled to receive net payments from the
counterparty on the swap or cap, which in turn would depend on the general state


                                      S-17


<PAGE>





of short-term interest rates at that point in time, such a default could
negatively impact the performance of the common shares.

         Although this will not guarantee that the counterparty does not
default, the Fund will not enter into an interest rate swap or cap transaction
with any counter-party that Calamos believes does not have the financial
resources to honor its obligation under the interest rate swap or cap
transaction. Further, Calamos will continually monitor the financial stability
of a counterparty to an interest rate swap or cap transaction in an effort to
proactively protect the Fund's investments.

         In addition, at the time the interest rate swap or cap transaction
reaches its scheduled termination date, there is a risk that the Fund would not
be able to obtain a replacement transaction or that the terms of the replacement
would not be as favorable as on the expiring transaction. If this occurs, it
could have a negative impact on the performance of the Fund's common shares.

         The Fund may choose or be required to redeem some or all of the
preferred shares or prepay any borrowings. This redemption would likely result
in the Fund seeking to terminate early all or a portion of any swap or cap
transaction. Such early termination of a swap could result in termination
payment by or to the Fund. An early termination of a cap could result in a
termination payment to the Fund.

         SWAPS, CAPS, FLOORS AND COLLARS. The Fund may enter into interest rate,
currency, index and other swaps and the purchase or sale of related caps, floors
and collars. The Fund expects to enter into these transactions primarily to
preserve a return or spread on a particular investment or portion of its
portfolio, to protect against currency fluctuations, as a duration management
technique or to protect against any increase in the price of securities the Fund
anticipates purchasing at a later date. The Fund will not sell interest rate
caps or floors where it does not own securities or other instruments providing
the income stream the Fund may be obligated to pay. Interest rate swaps involve
the exchange by the Fund with another party of their respective commitments to
pay or receive interest, e.g., an exchange of floating rate payments for fixed
rate payments with respect to a notional amount of principal. A currency swap is
an agreement to exchange cash flows on a notional amount of two or more
currencies based on the relative value differential among them and an index swap
is an agreement to swap cash flows on a notional amount based on changes in the
values of the reference indices. The purchase of a cap entitles the purchaser to
receive payments on a notional principal amount from the party selling such cap
to the extent that a specified index exceeds a predetermined interest rate or
amount. The purchase of a floor entitles the purchaser to receive payments on a
notional principal amount from the party selling such floor to the extent that a
specified index falls below a predetermined interest rate or amount. A collar is
a combination of a cap and a floor that preserves a certain return within a
predetermined range of interest rates or values.

         The Fund will usually enter into swaps on a net basis, i.e., the two
payment streams are netted out in a cash settlement on the payment date or dates
specified in the instrument, with the Fund receiving or paying, as the case may
be, only the net amount of the two payments. Inasmuch as the Fund will segregate
assets (or enter into offsetting positions) to cover its obligations under
swaps, Calamos and the Fund believe such obligations do not constitute senior
securities under the Investment Company Act of 1940 (the "1940 Act") and,
accordingly, will not treat them as being subject to its borrowing restrictions.
The Fund will not enter into any swap, cap, floor or collar transaction unless,
at the time of entering into such transaction, the unsecured long-term debt of
the Counterparty, combined with any credit enhancements, is rated at least A by
S&P or Moody's or has an equivalent rating from a NRSRO or is determined to be
of equivalent credit quality by Calamos. If there is a default by the
Counterparty, the Fund may have contractual remedies pursuant to the agreements
related to the transaction. The swap market has grown substantially in recent
years with a large number of banks and investment banking firms acting both as
principals and as agents utilizing standardized swap documentation. As a result,
the



                                      S-18

<PAGE>





swap market has become relatively liquid, however, some swaps may be considered
illiquid. Caps, floors and collars are more recent innovations for which
standardized documentation has not yet been fully developed and, accordingly,
they are less liquid than swaps.

         STRUCTURED PRODUCTS. The Fund may invest in interests in entities
organized and operated for the purpose of restructuring the investment
characteristics of certain other investments. This type of restructuring
involves the deposit with or purchase by an entity, such as a corporation or
trust, of specified instruments and the issuance by that entity of one or more
classes of securities ("structured products") backed by, or representing
interests in, the underlying instruments. The term "structured products" as used
herein excludes synthetic convertibles and interest rate transactions. See
"Investment Objective and Policies--Synthetic Convertible Securities and
Interest Rate Transactions". The cash flow on the underlying instruments may be
apportioned among the newly issued structured products to create securities with
different investment characteristics such as varying maturities, payment
priorities and interest rate provisions, and the extent of the payments made
with respect to structured products is dependent on the extent of the cash flow
on the underlying instruments. The Fund may invest in structured products, which
represent derived investment positions based on relationships among different
markets or asset classes.

         The Fund may also invest in other types of structured products,
including, among others, baskets of credit default swaps referencing a portfolio
of high-yield securities. A structured product may be considered to be leveraged
to the extent its interest rate varies by a magnitude that exceeds the magnitude
of the change in the index rate. Because they are linked to their underlying
markets or securities, investments in structured products generally are subject
to greater volatility than an investment directly in the underlying market or
security. Total return on the structured product is derived by linking return to
one or more characteristics of the underlying instrument. Because certain
structured products of the type in which the Fund may invest may involve no
credit enhancement, the credit risk of those structured products generally would
be equivalent to that of the underlying instruments. The Fund may invest in a
class of structured products that is either subordinated or unsubordinated to
the right of payment of another class. Subordinated structured products
typically have higher yields and present greater risks than unsubordinated
structured products. Although the Fund's purchase of subordinated structured
products would have similar economic effect to that of borrowing against the
underlying securities, the purchase will not be deemed to be leverage for
purposes of the Fund's limitations related to borrowing and leverage.

         Certain issuers of structured products may be deemed to be "investment
companies" as defined in the 1940 Act. As a result, the Fund's investments in
these structured products may be limited by the restrictions contained in the
1940 Act. Structured products are typically sold in private placement
transactions, and there currently may be active trading market for structured
products. As a result, certain structured products in which the Fund invests may
be deemed illiquid.

         "WHEN-ISSUED" AND DELAYED DELIVERY SECURITIES AND REVERSE REPURCHASE
AGREEMENTS. The Fund may purchase securities on a when-issued or
delayed-delivery basis. Although the payment and interest terms of these
securities are established at the time the Fund enters into the commitment, the
securities may be delivered and paid for a month or more after the date of
purchase, when their value may have changed. The Fund makes such commitments
only with the intention of actually acquiring the securities, but may sell the
securities before settlement date if Calamos deems it advisable for investment
reasons. The Fund may utilize spot and forward foreign currency exchange
transactions to reduce the risk inherent in fluctuations in the exchange rate
between one currency and another when securities are purchased or sold on a
when-issued or delayed-delivery basis.



                                      S-19

<PAGE>




         The Fund may enter into reverse repurchase agreements with banks and
securities dealers. A reverse repurchase agreement is a repurchase agreement in
which the Fund is the seller of, rather than the investor in, securities and
agrees to repurchase them at an agreed-upon time and price. Use of a reverse
repurchase agreement may be preferable to a regular sale and later repurchase of
securities because it avoids certain market risks and transaction costs.

         At the time when the Fund enters into a binding obligation to purchase
securities on a when-issued basis or enters into a reverse repurchase agreement,
liquid assets (cash, U.S. Government securities or other "high-grade" debt
obligations) of the Fund having a value at least as great as the purchase price
of the securities to be purchased will be segregated on the books of the Fund
and held by the custodian throughout the period of the obligation. The use of
these investment strategies may increase net asset value fluctuation.

         RULE 144A SECURITIES and ILLIQUID SECURITIES. The Fund may invest
without limitation in securities that have not been registered for public sale,
but that are eligible for purchase and sale by certain qualified institutional
buyers. Investments in Rule 144A Securities could have the effect of increasing
the amount of the Fund's assets invested in illiquid securities if qualified
institutional buyers are unwilling to purchase these Rule 144A Securities.
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. The market price of illiquid
securities generally is more volatile than that of more liquid securities, which
may adversely affect the price that the Fund pays for or recovers upon the sale
of illiquid securities. Illiquid securities are also more difficult to value and
Calamos' judgment may play a greater role in the valuation process. 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.

         The Fund may invest in bonds, corporate loans, convertible securities,
preferred stocks and other securities that lack a secondary trading market or
are otherwise considered illiquid. Liquidity of a security relates to the
ability to easily dispose of the security and the price to be obtained upon
disposition of the security, which may be less than would be obtained for a
comparable more liquid security. Such investments may affect the Fund's ability
to realize the net asset value in the event of a voluntary or involuntary
liquidation of its assets.

         TEMPORARY DEFENSIVE INVESTMENTS. The Fund may make temporary
investments without limitation when Calamos determines that a defensive position
is warranted. Such investments may be in money market instruments, consisting of
obligations of, or guaranteed as to principal and interest by, the U.S.
Government or its agencies or instrumentalities; certificates of deposit,
bankers' acceptances and other obligations of domestic banks having total assets
of at least $500 million and that are regulated by the U.S. Government, its
agencies or instrumentalities; commercial paper rated in the highest category by
a recognized rating agency; and repurchase agreements.

         REPURCHASE AGREEMENTS. As part of its strategy for the temporary
investment of cash, the Fund may enter into "repurchase agreements" with member
banks of the Federal Reserve System or primary dealers (as designated by the
Federal Reserve Bank of New York) in such securities. A repurchase agreement
arises when the Fund purchases a security and simultaneously agrees to resell it
to the vendor at an agreed upon future date. The resale price is greater than
the purchase price, reflecting an agreed upon market rate of return that is
effective for the period of time the Fund holds the security and that is not
related to the coupon rate on the purchased security. Such agreements generally
have maturities of no more than seven days and could be used to permit the Fund
to earn interest on assets awaiting long term investment. The Fund requires
continuous maintenance by the custodian for the Fund's account in the





                                      S-20


<PAGE>





Federal Reserve/Treasury Book Entry System of collateral in an amount equal to,
or in excess of, the market value of the securities that are the subject of a
repurchase agreement. Repurchase agreements maturing in more than seven days are
considered illiquid securities. In the event of a bankruptcy or other default of
a seller of a repurchase agreement, the Fund could experience both delays in
liquidating the underlying security and losses, including: (a) possible decline
in the value of the underlying security during the period while the Fund seeks
to enforce its rights thereto; (b) possible subnormal levels of income and lack
of access to income during this period; and (c) expenses of enforcing its
rights.

         REAL ESTATE INVESTMENT FUNDS ("REITS") AND ASSOCIATED RISK FACTORS.
REITs are pooled investment vehicles which invest primarily in income producing
real estate or real estate related loans or interests. REITs are generally
classified as equity REITs, mortgage REITs or a combination of equity and
mortgage REITs. Equity REITs invest the majority of their assets directly in
real property and derive income primarily from the collection of rents. Equity
REITs can also realize capital gains by selling properties that have appreciated
in value. Mortgage REITs invest the majority of their assets in real estate
mortgages and derive income from the collection of interest payments. REITs are
generally not taxed on income timely distributed to shareholders provided they
comply with the applicable requirements of the Code. The Fund will indirectly
bear its proportionate share of any management and other expenses paid by REITs
in which it invests in addition to the expenses paid by the Fund. Debt
securities issued by REITs are, for the most part, general and unsecured
obligations and are subject to risks associated with REITs.

         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
owned by the REIT. 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, such as health care,
are also subject to risks associated with such industry.

         REITs (especially mortgage REITs) are also subject to interest rate
risks. When interest rates decline, the value of a REIT's investment in fixed
rate obligations can be expected to rise. Conversely, when interest rates rise,
the value of a REIT's investment in fixed rate obligations can be expected to
decline. If the REIT invests in adjustable rate mortgage loans the interest
rates on which are reset periodically, yields on a REIT's investments in such
loans will gradually align themselves to reflect changes in market interest
rates. This causes the value of such investments to fluctuate less dramatically
in response to interest rate fluctuations than would investments in fixed rate
obligations.

         REITs may have limited financial resources, may trade less frequently
and in a limited volume and may be subject to more abrupt or erratic price
movements than larger company securities. Historically REITs have been more
volatile in price than the larger capitalization stocks included in Standard &
Poor's 500 Stock Index.

         REITs are subject to a highly technical and complex set of provisions
in the Code. It is possible that the Fund may invest in a real estate company
which purports to be a REIT and that the company could fail to qualify as a REIT
and as a result, would fail to qualify for tax free pass-through of income under
the Code. In the event of any such unexpected failure to qualify as a REIT, the
company would be subject to corporate-level taxation, significantly reducing the
return to the Fund on its investment in such company. REITs could also possibly
fail to maintain their exemptions from registration under the 1940 Act. The
above factors may also adversely affect a borrower's or a lessee's ability to
meet its obligations to the REIT. In the event of a default by a borrower or
lessee, the REIT may experience delays in



                                      S-21


<PAGE>





enforcing its rights as a mortgagee or lessor and may incur substantial costs
associated with protecting its investments.

         OTHER INVESTMENT COMPANIES. The Fund may invest in the securities of
other investment companies to the extent that such investments are consistent
with the Fund's investment objective and policies and permissible under the 1940
Act. Under the 1940 Act, the Fund may not acquire the securities of other
domestic or non-U.S. investment companies if, as a result, (i) more than 10% of
the Fund's total assets would be invested in securities of other investment
companies, (ii) such purchase would result in more than 3% of the total
outstanding voting securities of any one investment company being held by the
Fund, or (iii) more than 5% of the Fund's total assets would be invested in any
one investment company. These limitations do not apply to the purchase of shares
of any investment company in connection with a merger, consolidation,
reorganization or acquisition of substantially all the assets of another
investment company.

         The Fund, as a holder of the securities of other investment companies,
will bear its pro rata portion of the other investment companies' expenses,
including advisory fees. These expenses are in addition to the direct expenses
of the Fund's own operations.

                            INVESTMENT RESTRICTIONS

         The following are the Fund's fundamental investment restrictions. These
restrictions may not be changed without the approval of the holders of a
majority of the Fund's outstanding voting securities (which for this purpose and
under the 1940 Act means the lesser of (i) 67% of the common shares represented
at a meeting at which more than 50% of the outstanding common shares are
represented or (ii) more than 50% of the outstanding common shares). If the Fund
were to issue a class of preferred shares, the investment restrictions could not
be changed without the approval of a majority of the outstanding common and
preferred shares, voting together as a class, and the approval of a majority of
the outstanding preferred shares, voting separately by class.

         The Fund may not:

         (1) Issue senior securities, except as permitted by the 1940 Act and
             the rules and interpretive positions of the Commission thereunder.

         (2) Borrow money, except as permitted by the 1940 Act and the rules and
             interpretive positions of the Commission thereunder.

         (3) Invest in real estate, except that the Fund may invest in
             securities of issuers that invest in real estate or interests
             therein, securities that are secured by real estate or interests
             therein, securities of real estate investment funds and
             mortgage-backed securities.

         (4) Make loans, except by the purchase of debt obligations, by entering
             into repurchase agreements or through the lending of portfolio
             securities and as otherwise permitted by the 1940 Act and the rules
             and interpretive positions of the Commission thereunder.

         (5) Invest in physical commodities or contracts relating to physical
             commodities.

         (6) Act as an underwriter, except as it may be deemed to be an
             underwriter in a sale of securities held in its portfolio.




                                      S-22

<PAGE>






         (7) Make any investment inconsistent with the Fund's classification as
             a diversified investment company under the 1940 Act and the rules
             and interpretive positions of the Commission thereunder.

         (8) Concentrate its investments in securities of companies in any
             particular industry as defined in the 1940 Act and the rules and
             interpretive positions of the Commission thereunder.

         All other investment policies of the Fund are considered
non-fundamental and may be changed by the Board of Trustees without prior
approval of the Fund's outstanding voting shares.

         Currently under the 1940 Act, the Fund is not permitted to issue
preferred shares unless immediately after such issuance the net asset value of
the Fund's portfolio is at least 200% of the liquidation value of the
outstanding preferred shares (i.e., such liquidation value may not exceed 50% of
the value of the Fund's total assets). In addition, currently under the 1940
Act, the Fund is not permitted to declare any cash dividend or other
distribution on its common shares unless, at the time of such declaration, the
net asset value of the Fund's portfolio (determined after deducting the amount
of such dividend or distribution) is at least 200% of such liquidation value.
Currently under the 1940 Act, the Fund is not permitted to incur indebtedness
unless immediately after such borrowing the Fund has asset coverage of at least
300% of the aggregate outstanding principal balance of indebtedness (i.e., such
indebtedness may not exceed 33 1/3% of the value of the Fund's total assets).
Additionally, currently under the 1940 Act, the Fund may not declare any
dividend or other distribution upon any class of its shares, or purchase any
such shares, unless the aggregate indebtedness of the Fund has, at the time of
the declaration of any such dividend or distribution or at the time of any such
purchase, an asset coverage of at least 300% after deducting the amount of such
dividend, distribution, or purchase price, as the case may be.

         Currently under the 1940 Act, the Fund is not permitted to lend money
or property to any person, directly or indirectly, if such person controls or is
under common control with the Fund, except for a loan from the Fund to a company
which owns all of the outstanding securities of the Fund, except directors'
qualifying shares. Currently, under interpretative positions of the Commission,
the Fund may not have on loan at any given time securities representing more
than one-third of its total assets.

         Currently under the 1940 Act, a "senior security" does not include any
promissory note or evidence of indebtedness where such loan is for temporary
purposes only and in an amount not exceeding 5% of the value of the total assets
of the issuer at the time the loan is made. A loan is presumed to be for
temporary purposes if it is repaid within sixty days and is not extended or
renewed.

         Currently, the Fund would be deemed to "concentrate" in a particular
industry if it invested 25% or more of its total assets in that industry.
Currently under the 1940 Act, a "diversified company" means a management company
which meets the following requirements: at least 75% of the value of its total
assets is represented by cash and cash items (including receivables), government
securities, securities of other investment companies, and other securities for
the purposes of this calculation limited in respect of any one issuer to an
amount not greater in value than 5% of the value of the total assets of such
management company and not more than 10% of the outstanding voting securities of
such issuer.

         Under the 1940 Act, the Fund may invest up to 10% of its total assets
in the aggregate in shares of other investment companies and up to 5% of its
total assets in any one investment company, provided the investment does not
represent more than 3% of the voting stock of the acquired investment company at
the time such shares are purchased. As a shareholder in any investment company,
the Fund will bear its ratable share of that investment company's expenses, and
would remain subject to payment of the Fund's advisory fees and other expenses
with respect to assets so invested. Holders of common shares




                                      S-23


<PAGE>





would therefore be subject to duplicative expenses to the extent the Fund
invests in other investment companies. In addition, the securities of other
investment companies may also be leveraged and will therefore be subject to the
same leverage risks described herein and in the Prospectus. As described in the
prospectus in the section entitled "Risks," the net asset value and market value
of leveraged shares will be more volatile and the yield to shareholders will
tend to fluctuate more than the yield generated by unleveraged shares.

         In addition, to comply with U.S. federal income tax requirements for
qualification as a "regulated investment company," the Fund's investments will
be limited by both an income and an asset diversification test.
See "U.S. Federal Income Tax Matters."

         As a non-fundamental policy, the Fund may not issue preferred shares,
borrow money or issue debt securities in an aggregate amount exceeding 38% of
the Fund's total assets.

                             MANAGEMENT OF THE FUND

         TRUSTEES AND OFFICERS. The Fund's Board of Trustees provides broad
supervision over the Fund's affairs. The officers of the Fund are responsible
for the Fund's operations. The Fund's Trustees and officers are listed below,
together with their age, positions held with the Fund, term of office and length
of service and principal occupations during the past five years. Asterisks
indicates those Trustees who are interested persons of the Fund within the
meaning of the 1940 Act, and they are referred to as Interested Trustees.
Trustees who are not interested persons of the Fund are referred to as
Independent Trustees. Each of the Trustees serves as a Trustee of other
investment companies (11 U.S. registered investment portfolios) for which
Calamos serves as investment adviser (collectively, the "Calamos Funds"). The
address for all Independent and Interested Trustees and all officers of the Fund
is 1111 East Warrenville Road, Naperville, Illinois 60563-1493.

<TABLE>
<CAPTION>


                                                     TERM OF OFFICE         PRINCIPAL OCCUPATION DURING PAST FIVE
      NAME AND AGE AT             POSITIONS HELD     AND LENGTH OF          YEARS AND OTHER DIRECTORSHIPS HELD BY
       _______, 2004              WITH THE FUND         SERVICE                          THE TRUSTEE
- ----------------------------      -------------     ----------------      -----------------------------------------
<S>                               <C>              <C>                   <C>
INTERESTED TRUSTEES:

*John P. Calamos (__)              Trustee and      Trustee since         President and CEO, Calamos Holdings,
                                   President        March 12, 2004.       Inc., Calamos and Calamos Financial
                                                    Term expires          Services, Inc. ("CFS").
                                                    in 2005.

*Nick P. Calamos (__)              Trustee          Trustee since         Senior Executive Vice President, Calamos
                                                    March 12, 2004.       Holdings, Inc., Calamos and CFS.
                                                    Term expires
                                                    in 2007.

+Weston W. Marsh (__)              Trustee          Trustee since         Partner, Freeborn & Peters (law firm).
                                                    March 12, 2004.
                                                    Term expires
                                                    in 2005.
</TABLE>



                                      S-24


<PAGE>

<TABLE>
<CAPTION>


                                                    TERM OF OFFICE         PRINCIPAL OCCUPATION DURING PAST FIVE
     NAME AND AGE AT            POSITIONS HELD      AND LENGTH OF          YEARS AND OTHER DIRECTORSHIPS HELD BY
      _______, 2004             WITH THE FUND          SERVICE                           THE TRUSTEE
- -------------------------       --------------     ----------------      -----------------------------------------
<S>                            <C>                 <C>                   <C>
INDEPENDENT TRUSTEES:

Joe F. Hanauer (__)                Trustee          Trustee since         Director, MAF Bancorp (banking);
                                                    March 12, 2004.       Director, Homestore.com, Inc., (Internet
                                                    Term expires          provider of real estate information and
                                                    in 2006.              products); Director, Combined
                                                                          Investments, L.P. (investment management).

John E. Neal (__)                  Trustee          Trustee since         Managing Director, Bank One Capital
                                                    March 12, 2004.       Markets (investment banking) (since
                                                    Term expires          2000); Executive Vice President and Head
                                                    in 2006.              of Real Estate Department, Bank One
                                                                          (1998-2000); Director, the Brickman
                                                                          Group, Ltd.

William R. Rybak (__)              Trustee          Trustee since         Retired Private Investor; Executive Vice
                                                    March 12, 2004.       President and CFO, Van Kampen
                                                    Term expires          Investments, Inc. (investment manager)
                                                    in 2005.              prior thereto; Director, Howe Barnes
                                                                          Investments; Director, PrivateBancorp,
                                                                          Inc.

Stephen B. Timbers (__)            Trustee          Trustee since         Retired Private Investor; Director,
                                                    March 12, 2004.       President and Chief Executive Officer,
                                                    Term expires in       Northern Trust Investments, N.A.
                                                    2007.                 (formerly known and conducting business
                                                                          as Northern Trust Investments, Inc.)
                                                                          (1998-2004); President, Northern Trust
                                                                          Global Investments, a division of
                                                                          Northern Trust Corporation and Executive
                                                                          Vice President, The Northern Trust
                                                                          Company; President, Chief Executive
                                                                          Officer and Director, Zurich Kemper
                                                                          Investments (a financial services
                                                                          company) (from 1996 to 1998); Trustee,
                                                                          Northern Mutual Fund Complex (registered
                                                                          investment companies); Director,
                                                                          USFreightways Corporation.
</Table>

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

* John P. Calamos and Nick P. Calamos are trustees who are "interested persons"
  of the Fund as defined in the Investment Company Act of 1940 because of their
  position with Calamos.

+ Mr. Marsh is a partner at a law firm that has performed work for a number of
  underwriters and may be deemed to be an interested person for as long as those
  underwriters serve as principal underwriters to the Fund. In addition, Mr.
  Marsh's law firm has performed work for John P. Calamos, the chief executive
  and a controlling person of Calamos (such work was not with respect to 1940
  Act or Investment Advisers Act of 1940 matters). Upon the advice of counsel to
  the Fund, the Fund does not believe that Mr. Marsh is an "interested person"
  of Calamos.




                                      S-25
<PAGE>


<TABLE>
<CAPTION>


                                                     TERM OF OFFICE         PRINCIPAL OCCUPATION DURING PAST FIVE
       NAME AND AGE AT             POSITIONS HELD    AND LENGTH OF          YEARS AND OTHER DIRECTORSHIPS HELD BY
        _______, 2004              WITH THE FUND        SERVICE                         THE TRUSTEE
- ----------------------------       ------------     ----------------      -----------------------------------------
<S>                                <C>              <C>                   <C>
FUND OFFICERS:

Nimish Bhatt (__)                  Treasurer        Since March 12,       Senior Vice President and Director of
                                                    2004. Serves at       Operations, Calamos (since 2004); Senior
                                                    the discretion of     Vice President, Alternative Investments
                                                    the Board.            and Tax Services, Bisys (financial services
                                                                          firm) (1996-2004).

Patrick H. Dudasik (__)            Vice President   Since March 12,       Executive Vice President, Chief Financial
                                                    2004. Serves at       and Administrative Officer and Treasurer
                                                    the discretion of     of Calamos Holdings, Inc., Calamos and
                                                    the Board.            CFS (since 2001); Chief Financial
                                                                          Officer, David Gomez and Associates, Inc.
                                                                          (executive search firm) (1998-2001).

James S. Hamman, Jr. (__)          Secretary        Since March 12,       Executive Vice President and General
                                                    2004. Serves at       Counsel, Calamos Holdings, Inc., Calamos
                                                    the discretion of     and CFS (since 1998).
                                                    the Board


Jeff Lotito (__)                   Assistant        Since March 12,       Operations Supervisor, Calamos (since
                                   Treasurer        2004. Serves at       2000); Manager-Fund Administration, Van
                                                    the discretion of     Kampen Investments, Inc. (investment
                                                    the Board             management) (1999-2000);
                                                                          Supervisor-Corporate Accounting, Stein
                                                                          Roe and Farnham (investment
                                                                          manager)(1998-1999).

Ian J. McPheron (__)               Assistant        Since March 12,       Associate Counsel and Director of
                                   Secretary        2004. Serves at       Compliance of Calamos and CFS (since
                                                    the discretion of     2002); Associate, Gardner, Carton &
                                                    the Board.            Douglas (law firm) (2002); Vice
                                                                          President, Associate General Counsel and
                                                                          Assistant Secretary, Van Kampen
                                                                          Investments, Inc. (2000-2002); Associate,
                                                                          Wildman, Harrold, Allen & Dixon (law
                                                                          firm) (1997-2000).
</TABLE>
         The Fund's Board of Trustees consists of seven members. The term of one
class expires each year commencing with the first annual meeting following this
public offering and no term shall continue for more than three years after the
applicable election. The terms of John P. Calamos, Weston W. Marsh and William
Rybak expire at the first annual meeting following this public offering, the
terms of Joe F. Hanauer and John E. Neal expire at the second annual meeting,
and the terms of Nick P. Calamos and Stephen B. Timbers expire at the third
annual meeting. Subsequently, each class of Trustees will stand for election at
the conclusion of its respective term. Such classification may prevent
replacement of a majority of the Trustees for up to a two-year period. Each
officer serves until his or her successor is chosen and qualified or until his
or her resignation or removal by the Board of Trustees.

         COMMITTEES OF THE BOARD OF TRUSTEES. The Fund's Board of Trustees
currently has three standing committees:

         Executive Committee. Messrs. John Calamos and Nick Calamos are members
of the Executive Committee, which has authority during intervals between
meetings of the Board of Trustees to exercise the powers of the Board, with
certain exceptions.




                                      S-26

<PAGE>




         Audit Committee. Messrs. Hanauer, Neal, Rybak and Timbers, each a
non-interested Trustee, serve on the Audit Committee. The Audit Committee
approves the selection of the independent auditors to the Trustees, approves
services to be rendered by the auditors, monitors the auditors' performance,
reviews the results of the Fund's audit, determines whether to recommend to the
Board that the Fund's audited financial statements be included in the Fund's
annual report and responds to other matters deemed appropriate by the Board of
Trustees.

         Governance Committee. Messrs. Hanauer, Neal, Rybak and Timbers, each a
non-interested Trustee, serve on the Governance Committee. The Governance
Committee oversees the independence and effective functioning of the Board of
Trustees and endeavors to be informed about good practices for fund boards. The
members of the Governance Committee make recommendations to the Board of
Trustees regarding candidates for election as non-interested Trustees. The
Governance Committee will not consider shareholder recommendations regarding
candidates for election as Trustees.

         In addition to the above committees, there is a Board of Trustee
directed pricing committee comprised of officers of the Fund and employees of
Calamos. The Fund's Agreement and Declaration of Trust provides that the Fund
will indemnify the Trustees and officers against liabilities and expenses
incurred in connection with any claim in which they may be involved because of
their offices with the Fund, unless it is determined in the manner specified in
the Agreement and Declaration of Trust that they have not acted in good faith in
the reasonable belief that their actions were in the best interests of the Fund
or that such indemnification would relieve any officer or Trustee of any
liability to the Fund or its shareholders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of his or her duties.

         COMPENSATION OF OFFICERS AND TRUSTEES. The Fund pays no salaries or
compensation to any of its officers or to the Trustees who are affiliated
persons of Calamos. The following table sets forth certain information with
respect to the compensation paid to each Trustee by the Fund and the Calamos
Fund Complex as a group. Compensation from the Fund is for the current calendar
year and is estimated. Total compensation from the Calamos Fund Complex as a
group is for the calendar year ended December 31, 2003.


<TABLE>
<CAPTION>

                                               ESTIMATED AGGREGATE            TOTAL COMPENSATION FROM
         NAME OF TRUSTEE                      COMPENSATION FROM FUND          CALAMOS FUND COMPLEX(1)*
- ----------------------------------           -----------------------        ---------------------------
<S>                                          <C>                            <C>
John P. Calamos...................                     $                                 $
Nick P. Calamos...................
Richard J. Dowen(2)...............
Joe F. Hanauer....................
Weston W. Marsh...................
John E. Neal......................
William Rybak.....................
Stephen B. Timbers................

</TABLE>

- ------------------
(1) Includes fees that may have been deferred during the year pursuant to a
    deferred compensation plan with Calamos Investment Trust. Deferred amounts
    are treated as though such amounts have been invested and reinvested in
    shares of one or more of the Calamos Funds selected by the trustee. As of
    December 31, 2003, the values of Mr. Neal's deferred compensation accounts
    was $102,377.

(2) Mr. Dowen resigned effective January 1, 2004.

*   The Calamos Fund Complex consists of six investment companies and each
    applicable series thereunder including the Fund, Calamos Investment Trust,
    Calamos Advisors Trust, Calamos Convertible Opportunities and Income Fund,
    Calamos Convertible and High Income Fund and Calamos Strategic Total Return
    Fund.




                                      S-27


<PAGE>





         The Fund has adopted a deferred compensation plan (the "Plan"). Under
the Plan, a Trustee who is not an "interested person" of Calamos and who has
elected to participate in the Plan ("participating Trustees") may defer receipt
of all or a portion of his compensation from Fund in order to defer payment of
income taxes or for other reasons. The deferred compensation payable to the
participating Trustee is credited to Trustee's deferral account as of the
business day such compensation would have been paid to the Trustee. The value of
a Trustee's deferred compensation account at any time is equal to what would be
the value if the amounts credited to the account had instead been invested in
shares of one or more of the portfolios of Calamos Investment Trust as
designated by the Trustee. Thus, the value of the account increases with
contributions to the account or with increases in the value of the measuring
shares, and the value of the account decreases with withdrawals from the account
or with declines in the value of the measuring shares. If a participating
trustee retires, the Trustee may elect to receive payments under the plan in a
lump sum or in equal installments over a period of five years. If a
participating Trustee dies, any amount payable under the Plan will be paid to
the Trustee's beneficiaries.

         OWNERSHIP OF SHARES OF THE FUND AND OTHER CALAMOS FUNDS. The following
table indicates the value of shares that each Trustee beneficially owns in the
Fund and the Calamos Fund Complex in the aggregate. The value of shares of the
Calamos Funds is determined on the basis of the net asset value of the class of
shares held as of December 31, 2003. The value of the shares held are stated in
ranges in accordance with the requirements of the Commission. The table reflects
the Trustee's beneficial ownership of shares of the Calamos Fund Complex.
Beneficial ownership is determined in accordance with the rules of the
Commission.

<TABLE>
<CAPTION>


                                                     DOLLAR RANGE OF            AGGREGATE DOLLAR RANGE OF EQUITY
                                                  EQUITY SECURITIES IN       SECURITIES IN ALL REGISTERED INVESTMENT
              NAME OF TRUSTEE                           THE FUND                COMPANIES IN THE CALAMOS FUNDS(1)
- ---------------------------------------------     --------------------       ---------------------------------------
<S>                                               <C>                        <C>
INTERESTED TRUSTEES:
John P. Calamos..............................             None
Nick P. Calamos..............................             None
Weston W. Marsh..............................             None

NON-INTERESTED TRUSTEES:
Joe F. Hanauer...............................             None
John E. Neal.................................             None
William Rybak................................             None
Stephen B. Timbers...........................             None

</TABLE>

         CODE OF ETHICS. The Fund and Calamos have adopted a code of ethics
under Rule 17j-1 of the 1940 Act which is applicable to officers,
directors/Trustees and designated employees of Calamos and CFS. Employees of
Calamos and CFS are permitted to make personal securities transactions,
including transactions in securities that the Fund may purchase, sell or hold,
subject to requirements and restrictions set forth in the code of ethics of
Calamos and CFS. The code of ethics contains provisions and requirements
designed to identify and address certain conflicts of interest between personal
investment activities of Calamos and CFS employees and the interests of
investment advisory clients such as the Fund. Among other things, the code of
ethics prohibits certain types of transactions absent prior approval, imposes
time periods during which personal transactions may not be made in certain
securities, and requires the submission of duplicate broker confirmations and
statements and quarterly reporting of securities transactions. Additional
restrictions apply to portfolio managers, traders, research analysts and others
involved in the investment advisory process. Exceptions to these and other
provisions of the code of ethics may be granted in particular circumstances
after review by appropriate personnel. Text-only versions of the code of ethics
can be viewed online or downloaded from the EDGAR Database on the Commission's
internet web site at www.sec.gov. You may review and copy the code of ethics by
visiting the Commission's Public Reference Room in Washington, D.C. Information
on the operation of the


                                      S-28
<PAGE>




         Public Reference Room may be obtained by calling the Commission at
202-942-8090. In addition, copies of the code of ethics may be obtained, after
mailing the appropriate duplicating fee, by writing to the Commission's Public
Reference Section, 450 5th Street, N.W., Washington, DC 20549-0102 or by e-mail
request at publicinfo@sec.gov.

         PROXY VOTING PROCEDURES. The Fund has delegated proxy voting
responsibilities to Calamos, subject to the Board of Trustees' general
oversight. The Fund expects Calamos to vote proxies related to the Fund's
portfolio securities for which the Fund has voting authority consistent with the
Fund's best economic interests. Calamos has adopted its own Proxy Voting
Policies and Procedures ("Policies"). The Policies address, among other things,
conflicts of interest that may arise between the interests of the Fund, and the
interests of the adviser and its affiliates.

         The following is a summary of the Policies used by Calamos in voting
proxies.

         To assist it in voting proxies, Calamos has established a Committee
comprised of members of its Portfolio Management and Research Departments. The
Committee and/or its members will vote proxies using the following guidelines.

         In general, if Calamos believes that a company's management and board
have interests sufficiently aligned with the Fund's interest, Calamos will vote
in favor of proposals recommended by a company's board. More specifically,
Calamos seeks to ensure that the board of directors of a company is sufficiently
aligned with security holders' interests and provides proper oversight of the
company's management. In many cases this may be best accomplished by having a
majority of independent board members. Although Calamos will examine board
member elections on a case-by-case basis, it will generally vote for the
election of directors that would result in a board comprised of a majority of
independent directors.

         Because of the enormous variety and complexity of transactions that are
presented to shareholders, such as mergers, acquisitions, reincorporations,
adoptions of anti-take over measures (including adoption of a shareholder rights
plan, requiring supermajority voting on particular issues, adoption of fair
price provisions, issuance of blank check preferred stocks and the creation of a
separate class of stock with unequal voting rights), changes to capital
structures (including authorizing additional shares, repurchasing stock or
approving a stock split), executive compensation and option plans, that occur in
a variety of industries, companies and market cycles, it is extremely difficult
to foresee exactly what would be in the best interests of the Fund in all
circumstances. Moreover, voting on such proposals involves considerations unique
to each transaction. Accordingly, Calamos will vote on a case-by-case basis on
proposals presenting these transactions.

         Finally Calamos has established procedures to help resolve conflicts of
interests that might arise when voting proxies for the Fund. These procedures
provide that the Committee, along with Calamos' Legal and Compliance
Departments, will examine conflicts of interests with the Fund of which Calamos
is aware and seek to resolve such conflicts in the best interests of the Fund,
irrespective of any such conflict. If a member of the Committee has a personal
conflict of interest, that member will refrain from voting and the remainder of
the Committee will determine how to vote the proxy solely on the investment
merits of any proposal. The Committee will then memorialize the conflict and the
procedures used to address the conflict.

         You may obtain a copy a Calamos' Policies by calling (800) 582-6959, by
visiting the Fund's website at www.calamos.com, by writing Calamos at: Calamos
Investments, Attn: Client Services, 1111 East Warrenville Road, Naperville, IL
60563, and on the Commission's website at www.sec.gov.



                                      S-29

<PAGE>




         INVESTMENT ADVISER AND INVESTMENT MANAGEMENT AGREEMENT. Subject to the
overall authority of the board of trustees, Calamos provides the Fund with
investment research, advice and supervision and furnishes continuously an
investment program for the Fund. In addition, Calamos furnishes for use of the
Fund such office space and facilities as the Fund may require for its reasonable
needs and supervises the business and affairs of the Fund and provides the
following other services on behalf of the Fund and not provided by persons not a
party to the investment management agreement: (i) preparing or assisting in the
preparation of reports to and meeting materials for the Trustees; (ii)
supervising, negotiating contractual arrangements with, to the extent
appropriate, and monitoring the performance of, accounting agents, custodians,
depositories, transfer agents and pricing agents, accountants, attorneys,
printers, underwriters, brokers and dealers, insurers and other persons in any
capacity deemed to be necessary or desirable to Fund operations; (iii) assisting
in the preparation and making of filings with the Commission and other
regulatory and self-regulatory organizations, including, but not limited to,
preliminary and definitive proxy materials, amendments to the Fund's
registration statement on Form N-2 and semi-annual reports on Form N-SAR and
Form N-CSR; (iv) overseeing the tabulation of proxies by the Fund's transfer
agent; (v) assisting in the preparation and filing of the Fund's federal, state
and local tax returns; (vi) assisting in the preparation and filing of the
Fund's federal excise tax return pursuant to Section 4982 of the Code; (vii)
providing assistance with investor and public relations matters; (viii)
monitoring the valuation of portfolio securities and the calculation of net
asset value; (ix) monitoring the registration of shares of beneficial interest
of the Fund under applicable federal and state securities laws; (x) maintaining
or causing to be maintained for the Fund all books, records and reports and any
other information required under the 1940 Act, to the extent that such books,
records and reports and other information are not maintained by the Fund's
custodian or other agents of the Fund; (xi) assisting in establishing the
accounting policies of the Fund; (xii) assisting in the resolution of accounting
issues that may arise with respect to the Fund's operations and consulting with
the Fund's independent accountants, legal counsel and the Fund's other agents as
necessary in connection therewith; (xiii) reviewing the Fund's bills; (xiv)
assisting the Fund in determining the amount of dividends and distributions
available to be paid by the Fund to its shareholders, preparing and arranging
for the printing of dividend notices to shareholders, and providing the transfer
and dividend paying agent, the custodian, and the accounting agent with such
information as is required for such parties to effect the payment of dividends
and distributions; and (xv) otherwise assisting the Fund as it may reasonably
request in the conduct of the Fund's business, subject to the direction and
control of the Trustees.

         Under the investment management agreement, the Fund pays to Calamos a
fee based on the average weekly managed assets that is accrued daily and paid on
a monthly basis. The fee paid by the Fund is at the annual rate of 1.00% of
managed assets. Because the fees paid to Calamos are determined on the basis of
the Fund's managed assets, Calamos' interest in determining whether to leverage
the Fund may differ from the interests of the Fund.

         Under the terms of its investment management agreement with the Fund,
except for the services and facilities provided by Calamos as set forth therein,
the Fund shall assume and pay all expenses for all other Fund operations and
activities and shall reimburse Calamos for any such expenses incurred by
Calamos. The expenses borne by the Fund shall include, without limitation: (a)
organization expenses of the Fund (including out-of-pocket expenses, but not
including the Manager's overhead or employee costs); (b) fees payable to
Calamos; (c) legal expenses; (d) auditing and accounting expenses; (e)
maintenance of books and records that are required to be maintained by the
Fund's custodian or other agents of the Fund; (f) telephone, telex, facsimile,
postage and other communications expenses; (g) taxes and governmental fees; (h)
fees, dues and expenses incurred by the Fund in connection with membership in
investment company trade organizations and the expense of attendance at
professional meetings of such organizations; (i) fees and expenses of accounting
agents, custodians, subcustodians, transfer agents, dividend disbursing agents
and registrars; (j) payment for portfolio pricing or valuation services to
pricing agents, accountants, bankers and other specialists, if any; (k) expenses
of preparing share certificates;



                                      S-30


<PAGE>





(l) expenses in connection with the issuance, offering, distribution, sale,
redemption or repurchase of securities issued by the Fund; (m) expenses relating
to investor and public relations provided by parties other than Calamos; (n)
expenses and fees of registering or qualifying shares of beneficial interest of
the Fund for sale; (o) interest charges, bond premiums and other insurance
expenses; (p) freight, insurance and other charges in connection with the
shipment of the Fund's portfolio securities; (q) the compensation and all
expenses (specifically including travel expenses relating to Fund business) of
Trustees, officers and employees of the Fund who are not affiliated persons of
Calamos; (r) brokerage commissions or other costs of acquiring or disposing of
any portfolio securities of the Fund; (s) expenses of printing and distributing
reports, notices and dividends to shareholders; (t) expenses of preparing and
setting in type, printing and mailing prospectuses and statements of additional
information of the Fund and supplements thereto; (u) costs of stationery; (v)
any litigation expenses; (w) indemnification of Trustees and officers of the
Fund; (x) costs of shareholders' and other meetings; (y) interest on borrowed
money, if any; and (z) the fees and other expenses of listing the Fund's shares
on the New York Stock Exchange or any other national stock exchange.

         Unless earlier terminated as described below, the investment management
agreement will remain in effect until August 1, 200_. The investment management
agreement continues in effect from year to year so long as such continuation is
approved at least annually by (1) the board of trustees or the vote of a
majority of the outstanding voting securities (as defined in the 1940 Act) of
the Fund, and (2) a majority of the trustees who are not interested persons of
any party to the investment management agreement, cast in person at a meeting
called for the purpose of voting on such approval. The investment management
agreement may be terminated at any time, without penalty, by either the Fund or
Calamos upon 60 days' written notice, and is automatically terminated in the
event of its assignment as defined in the 1940 Act.

         FACTORS CONSIDERED BY THE INDEPENDENT TRUSTEES IN APPROVING THE
INVESTMENT MANAGEMENT AGREEMENT. The Fund's investment management agreement is
required to be approved before it is entered into, and may be continued annually
beyond its initial term both by the Board of Trustees and by a majority of the
Independent Trustees voting separately. The Independent Trustees have determined
that the terms of the Fund's investment management agreement are fair and
reasonable and that the agreement is in the Fund's best interests. The
Independent Trustees believe that the investment management agreement will
enable the Fund to enjoy high quality investment management services at a cost
which they deem appropriate, reasonable and in the best interests of the Fund.
In making such determinations, the Independent Trustees relied upon the
assistance of counsel to the Independent Trustees.

         In evaluating the investment management agreement, the Independent
Trustees reviewed materials furnished by Calamos, including information
regarding Calamos, its affiliates and their personnel, operations and financial
condition. The Independent Trustees discussed with representatives of Calamos
the Fund's operations and Calamos' ability to provide advisory and other
services to the Fund. The Independent Trustees also reviewed, among other
things:

         -  the investment performance of other Calamos funds with similar
            investment strategies;

         -  the proposed fees to be charged by Calamos for investment management
            services;

         -  the Fund's projected total operating expenses;

         -  the investment performance, fees and total expenses of investment
            companies with similar objectives and strategies managed by other
            investment advisers; and

         -  the experience of the investment advisory and other personnel
            providing services to the Fund and the historical quality of the
            services provided by Calamos.



                                      S-31


<PAGE>





         The independent trustees considered the following as relevant to their
recommendations: (1) the favorable history, reputation, qualification,
investment process and background of Calamos, as well as the qualifications of
its personnel, resources available and its financial condition; (2) the
magnitude of Calamos' fees and the estimated expense ratio of the Fund in
relation to the nature and quality of services expected to be provided and the
fees and expense ratios of comparable investment companies; (3) the relative
performance of other funds managed by Calamos with similar objectives compared
to the results of other comparable investment companies and unmanaged indices;
and (4) other factors that the Independent Trustees deemed relevant. The
independent trustees deemed each of these factors to be relevant to their
consideration of the Agreement, and concluded that the terms of the Agreement
and the services to be provided were reasonable and appropriate, and that the
Agreement was in the best interests of the Funds.

         The use of the name "Calamos" in the name of the Fund is pursuant to
licenses granted by Calamos, and the Fund has agreed to change the names to
remove those references if Calamos ceases to act as investment adviser to the
Fund.

         FUND ACCOUNTANT. Under the arrangements with State Street Bank and
Trust Company ("State Street") to provide fund accounting services, State Street
provides certain administrative and accounting services including providing
daily reconciliation of cash, trades and positions; maintaining general ledger
and capital stock accounts; preparing daily trial balance; calculating net asset
value; providing selected general ledger reports; preferred share compliance;
calculating total returns; and providing monthly distribution analysis to the
Fund and such other funds advised by Calamos that may be part of those
arrangements (the Fund and such other funds are collectively referred to as the
"Calamos Funds") as described more fully in the statement of additional
information. For the services rendered to the Calamos Funds, State Street
receives fees based on the combined managed assets of the Calamos Funds
("Combined Assets"). State Street receives a fee at the annual rate of .0225%
for the first $3 billion of Combined Assets and .0150% for the Combined Assets
in excess of $3 billion. Each fund of the Calamos Funds pays its pro-rata share
of the fees payable to State Street described below based on relative managed
assets of each fund.

         Calamos will provide the following financial accounting services to
Calamos Funds, rather than State Street: management of expenses and expense
payment processing; monitor the calculation of expense accrual amounts for any
fund and make any necessary modifications; coordinate any expense reimbursement
calculations and payment; calculate yields on the funds in accordance with rules
and regulations of the Commission; calculate net investment income dividends and
capital gains distributions; calculate track and report tax adjustments on all
assets of each fund, including but not limited to contingent debt and preferred
trust obligations; prepare excise tax and fiscal year distributions schedules;
prepare tax information required for financial statement footnotes; prepare
state and federal income tax returns; prepare specialized calculations of
amortization on convertible securities; prepare year-end dividend disclosure
information; monitor trustee deferred compensation plan accruals and valuations;
and prepare Form 1099 information statements for Board members and service
providers. For providing those financial accounting services, will receive a fee
payable monthly at the annual rate of 0.0175% on the first $1 billion of
Combined Assets; 0.0150% on the next $1 billion of Combined Assets; and 0.0110%
on Combined Assets above $2 billion ("financial accounting service fee"). Each
fund of the Calamos Funds will pay its pro-rata share of the financial
accounting service fee payable to Calamos based on relative managed assets of
each fund.

                             PORTFOLIO TRANSACTIONS

         Portfolio transactions on behalf of the Fund effected on stock
exchanges involve the payment of negotiated brokerage commissions. There is
generally no stated commission in the case of securities


                                      S-32


<PAGE>





traded in the over-the-counter markets, but the price paid by the Fund usually
includes an undisclosed dealer commission or mark-up. In underwritten offerings,
the price paid by the Fund includes a disclosed, fixed commission or discount
retained by the underwriter or dealer.

         In executing portfolio transactions, Calamos uses its best efforts to
obtain for the Fund the most favorable combination of price and execution
available. In seeking the most favorable combination of price and execution,
Calamos considers all factors it deems relevant, including price, the size of
the transaction, the nature of the market for the security, the amount of
commission, the timing of the transaction taking into account market prices and
trends, the execution capability of the broker-dealer and the quality of service
rendered by the broker-dealer in other transactions.

         The Trustees have determined that portfolio transactions for the Fund
may be executed through CFS if, in the judgment of Calamos, the use of CFS is
likely to result in prices and execution at least as favorable to the Funds as
those available from other qualified brokers and if, in such transactions, CFS
charges the Fund commission rates consistent with those charged by CFS to
comparable unaffiliated customers in similar transactions. The Board of
Trustees, including a majority of the Trustees who are not "interested"
trustees, has adopted procedures that are reasonably designed to provide that
any commissions, fees or other remuneration paid to CFS are consistent with the
foregoing standard. The Fund will not effect principal transactions with CFS.

         Consistent with the Rules of Fair Practice of the National Association
of Securities Dealers, Inc. and subject to seeking the most favorable
combination of net price and execution available and such other policies as the
Trustees may determine, Calamos may consider sales of shares of the Fund as a
factor in the selection of broker-dealers to execute portfolio transactions for
that Fund.

         In allocating the Fund's portfolio brokerage transactions to
unaffiliated broker-dealers, Calamos may take into consideration the research,
analytical, statistical and other information and services provided by the
broker-dealer, such as general economic reports and information, reports or
analyses of particular companies or industry groups, market timing and technical
information, and the availability of the brokerage firm's analysts for
consultation. Although Calamos believes these services have substantial value,
they are considered supplemental to Calamos' own efforts in the performance of
its duties under the management agreement. As permitted by Section 28(e) of the
Securities Exchange Act of 1934 ("1934 Act"), Calamos may pay a broker-dealer
that provides brokerage and research services an amount of commission for
effecting a securities transaction for the Fund in excess of the commission that
another broker-dealer would have charged for effecting that transaction if the
amount is believed by Calamos to be reasonable in relation to the value of the
overall quality of the brokerage and research services provided. Other clients
of Calamos may indirectly benefit from the provision of these services to
Calamos, and the Fund may indirectly benefit from services provided to Calamos
as a result of transactions for other clients.

                          REPURCHASE OF COMMON SHARES

         The Fund is a closed-end investment company and as such its
shareholders will not have the right to cause the Fund to redeem their shares.
Instead, the Fund's common shares will trade in the open market at a price that
will be a function of several factors, including dividend levels (which are in
turn affected by expenses), net asset value, call protection, dividend
stability, relative demand for and supply of such shares in the market, general
market and economic conditions and other factors. Because shares of a closed-end
investment company may frequently trade at prices lower than net asset value,
the Fund's Board of Trustees may consider action that might be taken to reduce
or eliminate any material discount from net asset value in respect of common
shares, which may include the repurchase of such shares in the open market or in
private transactions, the making of a tender offer for such shares, or the
conversion of the Fund to an open-end investment company. The Board of Trustees
may decide not to take any of these



                                      S-33


<PAGE>





actions. In addition, there can be no assurance that share repurchases or tender
offers, if undertaken, will reduce market discount.

         Notwithstanding the foregoing, at any time when the Fund's preferred
shares are outstanding, the Fund may not purchase, redeem or otherwise acquire
any of its common shares unless (1) all accumulated preferred shares dividends
have been paid and (2) at the time of such purchase, redemption or acquisition,
the net asset value of the Fund's portfolio (determined after deducting the
acquisition price of the common shares) is at least 200% of the liquidation
value of the outstanding preferred shares (expected to equal the original
purchase price per share plus any accrued and unpaid dividends thereon). Any
service fees incurred in connection with any tender offer made by the Fund will
be borne by the Fund and will not reduce the stated consideration to be paid to
tendering shareholders.

         Subject to its investment restrictions, the Fund may borrow to finance
the repurchase of shares or to make a tender offer. Interest on any borrowings
to finance share repurchase transactions or the accumulation of cash by the Fund
in anticipation of share repurchases or tenders will reduce the Fund's net
income. Any share repurchase, tender offer or borrowing that might be approved
by the Fund's Board of Trustees would have to comply with the Exchange Act, the
1940 Act and the rules and regulations thereunder.

         Although the decision to take action in response to a discount from net
asset value will be made by the Board of Trustees at the time it considers such
issue, it is not currently anticipated that the Board of Trustees would
authorize repurchases of common shares or a tender offer for such shares if: (1)
such transactions, if consummated, would (a) result in the delisting of the
common shares from the New York Stock Exchange, or (b) impair the Fund's status
as a regulated investment company under the Code (which would make the Fund a
taxable entity, causing the Fund's income to be taxed at the corporate level in
addition to the taxation of shareholders who receive dividends from the Fund) or
as a registered closed-end investment company under the 1940 Act; (2) the Fund
would not be able to liquidate portfolio securities in an orderly manner and
consistent with the Fund's investment objective and policies in order to
repurchase shares; or (3) there is, in the board's judgment, any (a) material
legal action or proceeding instituted or threatened challenging such
transactions or otherwise materially adversely affecting the Fund, (b) general
suspension of or limitation on prices for trading securities on the New York
Stock Exchange, (c) declaration of a banking moratorium by federal or state
authorities or any suspension of payment by United States or New York banks, (d)
material limitation affecting the Fund or the issuers of its portfolio
securities by federal or state authorities on the extension of credit by lending
institutions or on the exchange of foreign currency, (e) commencement of war,
armed hostilities or other international or national calamity directly or
indirectly involving the United States, or (f) other event or condition which
would have a material adverse effect (including any adverse tax effect) on the
Fund or its shareholders if shares were repurchased.

         The repurchase by the Fund of its shares at prices below net asset
value will result in an increase in the net asset value of those shares that
remain outstanding. However, there can be no assurance that share repurchases or
tender offers at or below net asset value will result in the Fund's shares
trading at a price equal to their net asset value. Nevertheless, the fact that
the Fund's shares may be the subject of repurchase or tender offers from time to
time, or that the Fund may be converted to an open-end investment company, may
reduce any spread between market price and net asset value that might otherwise
exist.

         In addition, a purchase by the Fund of its common shares will decrease
the Fund's total managed assets which would likely have the effect of increasing
the Fund's expense ratio. Any purchase by the Fund of its common shares at a
time when preferred shares are outstanding will increase the leverage applicable
to the outstanding common shares then remaining. Before deciding whether to take
any action


                                      S-34


<PAGE>





if the common shares trade below net asset value, the Fund's Board of Trustees
would likely consider all relevant factors, including the extent and duration of
the discount, the liquidity of the Fund's portfolio, the impact of any action
that might be taken on the Fund or its shareholders and market considerations.
Based on these considerations, even if the Fund's shares should trade at a
discount, the Board of Trustees may determine that, in the interest of the Fund
and its shareholders, no action should be taken.

                        U.S. FEDERAL INCOME TAX MATTERS

         The following is a summary discussion of certain U.S. federal income
tax consequences that may be relevant to a shareholder that acquires, holds
and/or disposes of common shares of the Fund. This discussion only addresses
U.S. federal income tax consequences to U.S. shareholders who hold their shares
as capital assets and does not address all of the U.S. federal income tax
consequences that may be relevant to particular shareholders in light of their
individual circumstances. This discussion also does not address the tax
consequences to shareholders who are subject to special rules, including,
without limitation, banks and financial institutions, insurance companies,
dealers in securities or foreign currencies, foreign holders, persons who hold
their shares as or in a hedge against currency risk, a constructive sale, or
conversion transaction, holders who are subject to the alternative minimum tax,
or tax-exempt or tax-deferred plans, accounts, or entities. In addition, the
discussion does not address any state, local, or foreign tax consequences. The
discussion reflects applicable tax laws of the United States as of the date
hereof, which tax laws may be changed or subject to new interpretations by the
courts or the Internal Revenue Service ("IRS") retroactively or prospectively.
No attempt is made to present a detailed explanation of all U.S. federal income
tax concerns affecting the Fund and its shareholders, and the discussion set
forth herein does not constitute tax advice. INVESTORS ARE URGED TO CONSULT
THEIR OWN TAX ADVISERS BEFORE MAKING AN INVESTMENT IN THE FUND TO DETERMINE THE
SPECIFIC TAX CONSEQUENCES TO THEM OF INVESTING IN THE FUND, INCLUDING THE
APPLICABLE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES AS WELL AS THE
EFFECT OF POSSIBLE CHANGES IN TAX LAWS.

         The Fund intends to elect to be treated and to qualify each year as a
"regulated investment company" under Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code") so that it will not pay U.S. federal income tax
on income and capital gains timely distributed to shareholders. In order to
qualify as a regulated investment company under Subchapter M of the Code, the
Fund must, among other things, derive at least 90% of its gross income for each
taxable year from dividends, interest, payments with respect to securities
loans, gains from the sale or other disposition of stock, securities or foreign
currencies, or other income (including gains from options, futures and forward
contracts) derived with respect to its business of investing in such stock,
securities or currencies (the "90% income test"). For purposes of the 90% income
test, the character of income earned by certain entities in which the Fund
invests that are not treated as corporations (e.g., partnerships) for U.S.
federal income tax purposes will generally pass through to the Fund.
Consequently, the Fund may be required to limit its equity investments in such
entities that earn fee income, rental income or other nonqualifying income. In
addition to the 90% income test, the Fund must also diversify its holdings
(commonly referred to as the "asset test") so that, at the end of each quarter
of its taxable year (i) at least 50% of the market value of the Fund's total
assets is represented by cash and cash items, U.S. government securities,
securities of other regulated investment companies and other securities, with
such other securities of any one issuer limited for the purposes of this
calculation to an amount not greater in value than 5% of the value of the Fund's
total assets and to not more than 10% of the outstanding voting securities of
such issuer, and (ii) not more than 25% of the value of its total assets is
invested in the securities of any one issuer (other than U.S. government
securities or securities of other regulated investment companies) or of two or
more issuers controlled by the Fund and engaged in the same, similar or related
trades or businesses.

         If the Fund qualifies as a regulated investment company and distributes
to its shareholders at least 90% of the sum of (i) its "investment company
taxable income" as that term is defined in the Code (which


                                      S-35


<PAGE>




includes, among other things, dividends, taxable interest, and the excess of any
net short-term capital gains over net long-term capital losses as reduced by
certain deductible expenses) without regard to the deduction for dividends paid
and (ii) the excess of its gross tax-exempt interest, if any, over certain
disallowed deductions, the Fund will be relieved of U.S. federal income tax on
any income of the Fund, including long-term capital gains, distributed to
shareholders. However, if the Fund retains any investment company taxable income
or "net capital gain" (i.e., the excess of net long-term capital gains over net
short-term capital losses), it will be subject to U.S. federal income tax at
regular corporate rates (currently at a maximum rate of 35%) on the amount
retained. The Fund intends to distribute at least annually, all or substantially
all of its investment company taxable income, net tax-exempt interest, and net
capital gain. Under the Code, the Fund will be subject to a nondeductible 4%
federal excise tax on a portion of its undistributed ordinary income and capital
gains for any calendar year if it fails to meet certain distribution
requirements with respect to such calendar year. The Fund intends to make
distributions in a timely manner and accordingly does not expect to be subject
to this excise tax.

         If for any taxable year the Fund does not qualify as a regulated
investment company for U.S. federal income tax purposes, it would be treated as
a U.S. corporation subject to U.S. federal income tax and distributions to its
shareholders would not be deductible by the Fund in computing its taxable
income. In such event, the Fund's distributions, to the extent derived from the
Fund's current or accumulated earnings and profits, would generally constitute
ordinary dividends, which would be eligible for the dividends received deduction
available to corporate shareholders under Section 243 of the Code, and non
corporate shareholders of the Fund generally would be able to treat such
distributions as "qualified dividend income" under Section 1(h)(11) of the Code
as discussed below.

         The Fund expects to declare the initial monthly dividend on the common
shares within approximately 60 days of the completion of this offering and to
pay that initial monthly dividend approximately 90 days after the completion of
this offering. The Fund intends to distribute any net short- and long-term
capital gains at least annually. Dividends from income and/or capital gains may
also be paid at such other times as may be necessary for the Fund to avoid U.S.
federal income or excise taxes.

         Unless a shareholder is ineligible to participate or elects otherwise,
all distributions will be automatically reinvested in additional common shares
of the Fund pursuant to the Automatic Dividend Reinvestment Plan (the "Plan").
For U.S. federal income tax purposes, all dividends are generally taxable
whether a shareholder takes them in cash or they are reinvested pursuant to the
Plan in additional shares of the Fund. Distributions of investment company
taxable income, which includes net investment income, net short-term capital
gain in excess of net long-term capital loss and certain net foreign exchange
gains, are generally taxable as ordinary income to the extent of the Fund's
current and accumulated earnings and profits. Under Section 1(h)(11) of the
Code, for taxable years beginning on or before December 31, 2008, qualified
dividend income received by non corporate shareholders is taxed at rates
equivalent to long-term capital gain tax rates, which reach a maximum of 15%.
"Qualified dividend income" generally includes dividends from certain domestic
corporations and dividends from "qualified foreign corporations", although
dividends paid by REITs will not generally be eligible to qualify as qualified
dividend income. For these purposes, a "qualified foreign corporation" is a
foreign corporation (i) that is incorporated in a possession of the United
States or is eligible for benefits under a qualifying income tax treaty with the
United States, or (ii) whose stock with respect to which such dividend is paid
is readily tradable on an established securities market in the United States. A
qualified foreign corporation does not include a foreign corporation which for
the taxable year of the corporation in which the dividend was paid, or the
preceding taxable year, is a "foreign personal holding company," a "foreign
investment company," or a "passive foreign investment company," as defined in
the Code. The Fund generally can pass the tax treatment of qualified dividend
income it receives through to Fund shareholders to the extent of the aggregate
dividends received by the Fund. For the Fund to receive qualified dividend
income, the Fund must meet certain holding period requirements for the stock on
which the otherwise qualified



                                      S-36


<PAGE>





dividend is paid. In addition, the Fund cannot be obligated to make payments
(pursuant to a short sale or otherwise) with respect to substantially similar or
related property. If the Fund lends portfolio securities, amounts received by
the Fund that is the equivalent of the dividends paid by the issuer on the
securities loaned will not be eligible for qualified dividend income treatment.
The same provisions, including the holding period requirements, apply to each
shareholder's investment in the Fund. After December 31, 2008, "qualified
dividend income" will no longer be taxed at the rates applicable to long-term
capital gains, but rather will be taxed at ordinary income tax rates which can
reach a maximum rate of 35%, unless Congress enacts legislation providing
otherwise. Distributions of net capital gain, if any, are taxable as long-term
capital gains for U.S. federal income tax purposes without regard to the length
of time the shareholder has held shares of the Fund. A distribution of an amount
in excess of the Fund's current and accumulated earnings and profits, if any,
will be treated by a shareholder as a tax-free return of capital which is
applied against and reduces the shareholder's basis in his or her shares. To the
extent that the amount of any such distribution exceeds the shareholder's basis
in his or her shares, the excess will be treated by the shareholder as gain from
the sale or exchange of shares. The U.S. federal income tax status of all
distributions will be designated by the Fund and reported to the shareholders
annually.

         If a shareholder's distributions are automatically reinvested pursuant
to the Plan and the Plan Agent invests the distribution in shares acquired on
behalf of the shareholder in open-market purchases, for U.S. federal income tax
purposes, the shareholder will be treated as having received a taxable
distribution in the amount of the cash dividend that the shareholder would have
received if the shareholder had elected to receive cash. If a shareholder's
distributions are automatically reinvested pursuant to the Plan and the Plan
Agent invests the distribution in newly issued shares of the Fund, the
shareholder will be treated as receiving a taxable distribution equal to the
fair market value of the stock the shareholder receives.

         If the Fund retains any net capital gain, the Fund may designate the
retained amount as undistributed capital gains in a notice to shareholders who,
if subject to U.S. federal income tax on long-term capital gains, (i) will be
required to include in income, as long-term capital gain, their proportionate
share of such undistributed amount, and (ii) will be entitled to credit their
proportionate share of the tax paid by the Fund on the undistributed amount
against their U.S. federal income tax liabilities, if any, and to claim refunds
to the extent the credit exceeds such liabilities. For U.S. federal income tax
purposes, the tax basis of shares owned by a shareholder of the Fund will be
increased by the difference between the amount of undistributed net capital gain
included in the shareholder's gross income and the tax deemed paid by the
shareholders.

         Any dividend declared by the Fund in October, November or December with
a record date in such a month and paid during the following January will be
treated for U.S. federal income tax purposes as paid by the Fund and received by
shareholders on December 31 of the calendar year in which it is declared.

         Foreign exchange gains and losses realized by the Fund in connection
with certain transactions involving foreign currency-denominated debt
securities, certain options and futures contracts relating to foreign currency,
foreign currency forward contracts, foreign currencies, or payables or
receivables denominated in a foreign currency are subject to Section 988 of the
Code, which generally causes such gain and loss to be treated as ordinary income
and loss and may affect the amount, timing and character of distributions to
shareholders.

         If the Fund acquires any equity interest (generally including not only
stock but also an option to acquire stock such as is inherent in a convertible
bond) in certain foreign corporations that receive at least 75% of their annual
gross income from passive sources (such as interest, dividends, certain rents
and royalties, or capital gains) or that hold at least 50% of their assets in
investments producing such passive



                                      S-37


<PAGE>




income ("passive foreign investment companies"), the Fund could be subject to
U.S. federal income tax and additional interest charges on "excess
distributions" received from such companies or on gain from the sale of stock in
such companies, even if all income or gain actually received by the Fund is
timely distributed to its shareholders. The Fund would not be able to pass
through to its shareholders any credit or deduction for such a tax. An election
may generally be available that would ameliorate these adverse tax consequences,
but any such election could require the Fund to recognize taxable income or gain
(subject to tax distribution requirements) without the concurrent receipt of
cash and would also require the foreign corporation to provide the Fund with
certain information necessary for such treatment, which such foreign corporation
may or may not provide. These investments could also result in the treatment of
associated capital gains as ordinary income. The Fund may limit and/or manage
its holdings in passive foreign investment companies to limit its tax liability
or maximize its return from these investments.

         The Fund may invest to a significant extent in debt obligations that
are in the lowest rating categories or are unrated, including debt obligations
of issuers not currently paying interest or who are in default. Investments in
debt obligations that are at risk of or in default present special tax issues
for the Fund. Tax rules are not entirely clear about issues such as when the
Fund may cease to accrue interest, original issue discount or market discount,
when and to what extent deductions may be taken for bad debts or worthless
securities and how payments received on obligations in default should be
allocated between principal and income. These and other related issues will be
addressed by the Fund when, as and if it invests in such securities, in order to
seek to ensure that it distributes sufficient income to preserve its status as a
regulated investment company and does not become subject to U.S. federal income
or excise taxes.

         If the Fund utilizes leverage through borrowing, asset coverage
limitations imposed by the 1940 Act as well as additional restrictions that may
be imposed by certain lenders on the payment of dividends or distributions could
potentially limit or eliminate the Fund's ability to make distributions on its
common shares until the asset coverage is restored. These limitations could
prevent the Fund from distributing at least 90% of its investment company
taxable income as is required under the Code and therefore might jeopardize the
Fund's qualification for the reduced rates of corporate tax applicable to
regulated investment companies and/or might subject the Fund to the
nondeductible 4% federal excise tax. Upon any failure to meet the asset coverage
requirements imposed by the 1940 Act, the Fund may, in its sole discretion and
to the extent permitted under the 1940 Act, purchase or redeem shares of
preferred stock in order to maintain or restore the requisite asset coverage and
avoid the adverse consequences to the Fund and its shareholders of failing to
meet the distribution requirements. There can be no assurance, however, that any
such action would achieve these objectives. The Fund will endeavor to avoid
restrictions on its ability to distribute dividends.

         If the Fund invests in certain pay-in-kind securities, zero coupon
securities, deferred interest securities or, in general, any other securities
with original issue discount (or with market discount if the Fund elects to
include market discount in income currently), the Fund must accrue income on
such investments for each taxable year, which generally will be prior to the
receipt of the corresponding cash payments. However, the Fund must distribute,
at least annually, all or substantially all of its net income, including such
accrued income, to shareholders to avoid U.S. federal income and excise taxes.
Therefore, the Fund may have to dispose of its portfolio securities under
disadvantageous circumstances to generate cash, or may have to leverage itself
by borrowing the cash, to satisfy distribution requirements.

         At the time of an investor's purchase of the Fund's shares, a portion
of the purchase price may be attributable to realized or unrealized appreciation
in the Fund's portfolio or undistributed taxable income of the Fund.
Consequently, subsequent distributions by the Fund with respect to these shares
from such appreciation or income may be taxable to such investor even if the net
asset value of the investor's shares is, as a result of the distributions,
reduced below the investor's cost for such shares and the distributions



                                      S-38

<PAGE>





economically represent a return of a portion of the investment. Sales and other
dispositions of the Fund's shares generally are taxable events for shareholders
that are subject to tax. Shareholders should consult their own tax advisors
regarding their individual circumstances to determine whether any particular
transaction in the Fund's shares is properly treated as a sale or exchange for
tax purposes (as the following discussion assumes) and the tax treatment of any
gains or losses recognized in such transactions. Generally, gain or loss will be
equal to the difference between the amount of cash and the fair market value of
other property realized and the shareholder's adjusted tax basis in the shares
sold or exchanged. In general, any gain or loss realized upon a taxable
disposition of shares will be treated as long-term capital gain or loss if the
shares have been held for more than one year. Otherwise, the gain or loss on the
taxable disposition of the Fund's shares will be treated as short-term capital
gain or loss. However, any loss realized by a shareholder upon the sale or other
disposition of shares with a tax holding period of six months or less will be
treated as a long-term capital loss to the extent of any amounts treated as
distributions of long-term capital gain with respect to such shares. Long-term
capital gain rates applicable to noncorporate shareholders have been reduced--in
general, to 15% with lower rates applying to taxpayers in the 10% and 15% rate
brackets--for taxable years beginning on or before December 31, 2008. After
December 31, 2008, the maximum noncorporate tax rate on long term capital gains
will increase to 20%, unless Congress enacts legislation providing otherwise.
The availability to deduct capital losses may be subject to limitations. In
addition, losses on sales or other dispositions of shares may be disallowed
under "wash sale" rules in the event a shareholder acquires substantially
identical shares (including those made pursuant to reinvestment of dividends)
within a period of 61 days beginning 30 days before and ending 30 days after a
sale or other disposition of shares. In such a case, the disallowed portion of
any loss generally would be included in the U.S. federal tax basis of the shares
acquired.

         From time to time the Fund may repurchase its shares. Shareholders who
tender all shares held, or considered to be held, by them will be treated as
having sold their shares and generally will realize a capital gain or loss. If a
shareholder tenders fewer than all of its shares, such shareholder may be
treated as having received a taxable dividend upon he tender of its shares. In
such a case, there is a remote risk that non-tendering shareholders will be
treated as having received taxable distributions from the Fund. To the extent
that the Fund recognizes net gains on the liquidation of portfolio securities to
meet such tenders of shares, the Fund will be required to make additional
distributions to its shareholders.

         The Fund may engage in various transactions utilizing options, futures
contracts, forward contracts, hedge instruments, straddles, and other similar
transactions. Such transactions may be subject to special provisions of the Code
that, among other things, affect the character of any income realized by the
Fund from such investments, accelerate recognition of income to the Fund, defer
Fund losses, and affect the determination of whether capital gain and loss is
characterized as long-term or short-term capital gain or loss. These rules could
therefore affect the character, amount and timing of distributions to
shareholders. These provisions may also require the Fund to mark-to-market
certain types of the positions in its portfolio (i.e., treat them as if they
were closed out), which may cause the Fund to recognize income without receiving
cash with which to make distributions in amounts necessary to satisfy the
distribution requirements for avoiding U.S. federal income and excise taxes. The
Fund will monitor its transactions, will make the appropriate tax elections, and
will make the appropriate entries in its books and records when it acquires an
option, futures contract, forward contract, hedge instrument or other similar
investment in order to mitigate the effect of these rules, prevent
disqualification of the Fund as a regulated investment company and minimize the
imposition of U.S. federal income and excise taxes.

         Certain distributions by the Fund may qualify for the dividends
received deduction available to corporate shareholders, subject to certain
holding period and other requirements, but generally only to the extent the Fund
earned dividend income from stock investments in U.S. domestic corporations
(other than REITs).



                                      S-39


<PAGE>





         The IRS has taken the position that if a regulated investment company
has two classes of shares, it must designate distributions made to each class in
any year as consisting of no more than such class's proportionate share of
particular types of income (e.g., dividends qualifying for the dividends
received deduction, "qualified dividend income," ordinary income and net capital
gains). Consequently, if both common shares and preferred shares are
outstanding, the Fund intends to designate distributions made to each class of
particular types of income in accordance with each class' proportionate shares
of such income. Thus, the Fund will designate dividends qualifying for the
corporate dividends received deduction, "qualified dividend income," ordinary
income and net capital gains in a manner that allocates such income between the
holders of common shares and preferred shares in proportion to the total
dividends made to each class during or for the taxable year, or otherwise as
required by applicable law. However, for purposes of determining whether
distributions are out of the Fund's current or accumulated earnings and profits,
the Fund's earnings and profits will be allocated first t o the Fund's preferred
shares, if any, and then to the Fund's common shares. In such a case, since the
Fund's current and accumulated earnings and profits will first be used to pay
dividends on the preferred shares, distributions in excess of such earnings and
profits, if any, will be made disproportionately to holders of common shares.

         The Fund may invest in REITs that hold residual interests in real
estate mortgage investment conduits ("REMICs"). Under Treasury regulations that
have not yet been issued, but may apply retroactively, a portion of the Fund's
income from a REIT that is attributable to the REIT's residual interest in a
REMIC (referred to in the Code as an "excess inclusion") will be subject to
federal income tax in all events. These regulations are also expected to provide
that excess inclusion income of a regulated investment company, such as the
Fund, will be allocated to shareholders of the regulated investment company in
proportion to the dividends received by such shareholders, with the same
consequences as if the shareholders held the related REMIC residual interest
directly. In general, excess inclusion income allocated to shareholders (i)
cannot be offset by net operating losses (subject to a limited exception for
certain thrift institutions), (ii) will constitute unrelated business taxable
income to entities (including a qualified pension plan, an individual retirement
account, a 401(k) plan, a Keogh plan or other tax-exempt entity) subject to tax
on unrelated business income, thereby potentially requiring such an entity that
is allocated excess inclusion income, and otherwise might not be required to
file a tax return, to file a tax return and pay tax on such income, and (iii) in
the case of a foreign shareholder, will not qualify for any reduction in U.S.
federal withholding tax. In addition, if at any time during any taxable year a
"disqualified organization" (as defined in the Code) is a record holder of a
share in a regulated investment company, then the regulated investment company
will be subject to a tax equal to that portion of its excess inclusion income
for the taxable year that is allocable to the disqualified organization,
multiplied by the highest federal income tax rate imposed on corporations. The
Fund does not intend to invest in REITs in which a substantial portion of the
assets will consist of residual interests in REMICs.

         The Fund may be subject to withholding and other taxes imposed by
foreign countries, including taxes on interest, dividends and capital gains with
respect to its investments in those countries, which would, if imposed, reduce
the yield on or return from those investments. Tax treaties between certain
countries and the U.S. may reduce or eliminate such taxes in some cases. The
Fund does not expect to satisfy the requirements for passing through to its
shareholders their pro rata shares of qualified foreign taxes paid by the Fund,
with the result that shareholders will not include such taxes in their gross
incomes and will not be entitled to a tax deduction or credit for such taxes on
their own tax returns.

         Federal law requires that the Fund withhold, as "backup withholding,"
28% of reportable payments, including dividends, capital gain distributions and
the proceeds of sales or other dispositions of the Fund's shares paid to
shareholders who have not complied with IRS regulations. In order to avoid this
withholding requirement, shareholders must certify on their Account
Applications, or on a separate IRS Form W-9, that the Social Security Number or
other Taxpayer Identification Number they provide is their correct number and
that they are not currently subject to backup withholding, or that they are
exempt


                                      S-40


<PAGE>





from backup withholding. The Fund may nevertheless be required to withhold if it
receives notice from the IRS or a broker that the number provided is incorrect
or backup withholding is applicable as a result of previous underreporting of
interest or dividend income. Backup withholding is not an additional tax. Any
amount withheld may be allowed as a refund or a credit against the shareholder's
U.S. federal income tax liability if the appropriate information (such as the
filing of a tax return) is provided to the IRS.

         Under Treasury regulations, if a shareholder recognizes a loss with
respect to shares of $2 million or more in a single taxable year (or $4 million
or more in any combination of taxable years) for an individual shareholder, S
corporation or trust or $10 million or more in a single taxable year (or $20
million or more in any combination of years) for a shareholder who is a C
corporation, such shareholder will generally be required to file with the IRS a
disclosure statement on Form 8886. Direct shareholders of portfolio securities
are generally excepted from this reporting requirement, but under current
guidance, shareholders of a regulated investment company are not excepted.
Future guidance may extend the current exception from this reporting requirement
to shareholders of most or all regulated investment companies. The fact that a
loss is reportable under these regulations does not affect the legal
determination of whether the taxpayer's treatment of the loss is proper.
Shareholders should consult their tax advisors to determine the applicability of
these regulations in light of their individual circumstances.

         The description of certain U.S. federal income tax provisions above
relates only to U.S. federal income tax consequences for shareholders who are
U.S. persons (i.e., U.S. citizens or residents or U.S. corporations,
partnerships, trusts or estates). Investors other than U.S. persons may be
subject to different U.S. tax treatment, including a non-resident alien U.S.
withholding tax at the rate of 30% or at a lower treaty rate on amounts treated
as ordinary dividends from the Fund provided a valid and effective IRS Form
W-8BEN is on file with the Fund. SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX
ADVISORS ON THESE MATTERS AND ON ANY SPECIFIC QUESTION OF U.S. FEDERAL, STATE,
LOCAL, FOREIGN AND OTHER APPLICABLE TAX LAWS BEFORE MAKING AN INVESTMENT IN THE
FUND.

                                    EXPERTS

         The financial statements of the Fund as of ________ __, 2004 appearing
in this statement of additional information have been audited by Deloitte &
Touche LLP, 2 Prudential Plaza, 180 N. Stetson, Chicago, Illinois, 60601,
independent auditors, as set forth in their report thereon appearing elsewhere
herein, and is included in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.

                             ADDITIONAL INFORMATION

         A Registration Statement on Form N-2, including amendments thereto,
relating to the shares offered hereby, has been filed by the Fund with the
Commission, Washington, D.C. The prospectus and this statement of additional
information do not contain all of the information set forth in the Registration
Statement, including any exhibits and schedules thereto. For further information
with respect to the Fund and the shares offered hereby, reference is made to the
Registration Statement. Statements contained in the prospectus and this
statement of additional information as to the contents of any contract or other
document referred to are not necessarily complete and in each instance reference
is made to the copy of such contract or other document filed as an exhibit to
the Registration Statement, each such statement being qualified in all respects
by such reference. A copy of the Registration Statement may be inspected without
charge at the Commission's principal office in Washington, D.C., and copies of
all or any part thereof may be obtained from the Commission upon the payment of
certain fees prescribed by the Commission.



                                      S-41

<PAGE>





                     APPENDIX A--DESCRIPTION OF RATINGS(1)

MOODY'S PRIME RATING SYSTEM

         Moody's short-term ratings are opinions of the ability of issuers to
honor senior financial obligations and contracts. Such obligations generally
have an original maturity not exceeding one year, unless explicitly noted.

         Moody's employs the following designations, all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

         Prime-1: Issuers rated Prime-1 (or supporting institutions) have a
superior ability for repayment of senior short-term debt obligations. Prime-1
repayment ability will often be evidenced by many of the following
characteristics:

         Leading market positions in well-established industries. High rates of
return on funds employed. Conservative capitalization structure with moderate
reliance on debt and ample asset protection. Broad margins in earnings coverage
of fixed financial charges and high internal cash generation. Well-established
access to a range of financial markets and assured sources of alternate
liquidity.

         Prime-2: Issuers (or supporting institutions) rated Prime-2 have a
strong ability to repay senior short-term debt obligations. This will normally
be evidenced by many of the characteristics cited above, but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation than is the case for Prime-2 securities. Capitalization
characteristics, while still appropriate, may be more affected by external
conditions. Ample alternate liquidity is maintained.

         Prime-3: Issuers (or supporting institutions) rated Prime-3 have an
acceptable ability for repayment of senior short-term obligations. The effect of
industry characteristics and market compositions may be more pronounced.
Variability in earnings and profitability may result in changes in the level of
debt-protection measurements and may require relatively high financial leverage.
Adequate alternate liquidity is maintained.

         Not Prime: Issuers rated Not Prime do not fall within any of the Prime
rating categories.

         In addition, in certain countries the prime rating may be modified by
the issuer's or guarantor's senior unsecured long-term debt rating.

MOODY'S DEBT RATINGS

         AAA: Bonds and preferred stock which are rated Aaa are judged to be of
the best quality. They carry the smallest degree of investment risk and are
generally referred to as "gilt edged." Interest payments are protected by a
large or by an exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position of such
issues.


- ---------------------
(1) The ratings indicated herein are believed to be the most recent ratings
available at the date of this prospectus for the securities listed. Ratings are
generally given to securities at the time of issuance. While the rating agencies
may from time to time revise such ratings, they undertake no obligation to do
so, and the ratings indicated do not necessarily represent ratings which will be
given to these securities on the date of the fund's fiscal year-end.


                                       A-1

<PAGE>




         AA: Bonds and preferred stock which are rated Aa are judged to be of
high quality by all standards. Together with the Aaa group they comprise what
are generally known as high-grade bonds.

         They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risk appear somewhat larger than the Aaa securities.

         A: Bonds and preferred stock which are rated A possess many favorable
investment attributes and are to be considered as upper-medium-grade
obligations. Factors giving security to principal and interest are considered
adequate, but elements may be present which suggest a susceptibility to
impairment some time in the future.

         BAA: Bonds and preferred stock which are rated Baa are considered as
medium-grade obligations (i.e., they are neither highly protected nor poorly
secured). Interest payments and principal security appear adequate for the
present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have speculative
characteristics as well.

         BA: Bonds and preferred stock which are rated Ba are judged to have
speculative elements; their future cannot be considered as well-assured. Often
the protection of interest and principal payments may be very moderate, and
thereby not well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.

         B: Bonds and preferred stock which are rated B generally lack
characteristics of the desirable investment. Assurance of interest and principal
payments or of maintenance of other terms of the contract over any long period
of time may be small.

         CAA: Bonds and preferred stock which are rated Caa are of poor
standing. Such issues may be in default or there may be present elements of
danger with respect to principal or interest.

         CA: Bonds and preferred stock which are rated Ca represent obligations
which are speculative in a high degree. Such issues are often in default or have
other marked shortcomings.

         C: Bonds and preferred stock which are rated C are the lowest rated
class of bonds, and issues so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing.

         Moody's assigns ratings to individual debt securities issued from
medium-term note (MTN) programs, in addition to indicating ratings to MTN
programs themselves. Notes issued under MTN programs with such indicated ratings
are rated at issuance at the rating applicable to all pari passu notes issued
under the same program, at the program's relevant indicated rating, provided
such notes do not exhibit any of the characteristics listed below. For notes
with any of the following characteristics, the rating of the individual note may
differ from the indicated rating of the program:

         1) Notes containing features which link the cash flow and/or market
            value to the credit performance of any third party or parties.

         2) Notes allowing for negative coupons, or negative principal.

         3) Notes containing any provision which could obligate the investor to
            make any additional payments.



                                       A-2

<PAGE>





         Market participants must determine whether any particular note is
rated, and if so, at what rating level.

         Note: Moody's applies numerical modifiers 1, 2, and 3 in each generic
rating classification from Aa through Caa. The modifier 1 indicates that the
obligation ranks in the higher end of its generic rating category; the modifier
2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the
lower end of that generic rating category.

STANDARD & POOR'S SHORT-TERM ISSUE CREDIT RATINGS

         A-1: A short-term obligation rated A-1 is rated in the highest category
by Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is strong. Within this category, certain obligations are
designated with a plus sign (+). This indicates that the obligor's capacity to
meet its financial commitment on these obligations is extremely strong.

         A-2: A short-term obligation rated A-2 is somewhat more susceptible to
the adverse effects of changes in circumstances and economic conditions than
obligations in higher rating categories. However, the obligor's capacity to meet
its financial commitment on the obligation is satisfactory.

         A-3: A short-term obligation rated A-3 exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation.

         B: A short-term obligation rated B is regarded as having significant
speculative characteristics. The obligor currently has the capacity to meet its
financial commitment on the obligation; however, it faces major ongoing
uncertainties which could lead to the obligor's inadequate capacity to meet its
financial commitment on the obligation.

         C: A short-term obligation rated C is currently vulnerable to
nonpayment and is dependent upon favorable business, financial, and economic
conditions for the obligor to meet its financial commitment on the obligation.

         D: A short-term obligation rated D is in payment default. The D rating
category is used when payments on an obligation are not made on the date due
even if the applicable grace period has not expired, unless Standard & Poor's
believes that such payments will be made during such grace period. The D rating
also will be used upon the filing of a bankruptcy petition or the taking of a
similar action if payments on an obligation are jeopardized.

STANDARD & POOR'S LONG-TERM ISSUE CREDIT RATINGS

         Issue credit ratings are based, in varying degrees, on the following
considerations:

         - Likelihood of payment-capacity and willingness of the obligor to meet
           its financial commitment on an obligation in accordance with the
           terms of the obligation;

         - Nature of and provisions of the obligation;

         - Protection afforded by, and relative position of, the obligation in
           the event of bankruptcy, reorganization, or other arrangement under
           the laws of bankruptcy and other laws affecting creditors' rights.


                                       A-3


<PAGE>





         The issue rating definitions are expressed in terms of default risk. As
such, they pertain to senior obligations of an entity. Junior obligations are
typically rated lower than senior obligations, to reflect the lower priority in
bankruptcy, as noted above. (Such differentiation applies when an entity has
both senior and subordinated obligations, secured and unsecured obligations, or
operating company and holding company obligations.) Accordingly, in the case of
junior debt, the rating may not conform exactly with the category definition.

         AAA: An obligation rated AAA has the highest rating assigned by
Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is extremely strong.

         AA: An obligation rated AA differs from the highest rated obligations
only in small degree. The obligor's capacity to meet its financial commitment on
the obligation is very strong.

         A: An obligation rated A is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than obligations in
higher rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.

         BBB: An obligation rated BBB exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity of the obligor to meet its financial commitment
on the obligation.

         Obligations rated BB, B, CCC, CC, and C are regarded as having
significant speculative characteristics. BB indicates the least degree of
speculation and C the highest. While such obligations will likely have some
quality and protective characteristics, these may be outweighed by large
uncertainties or major exposures to adverse conditions.

         BB: An obligation rated BB is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to the
obligor's inadequate capacity to meet its financial commitment on the
obligation.

         B: An obligation rated B is more vulnerable to nonpayment than
obligations rated BB, but the obligor currently has the capacity to meet its
financial commitment on the obligation. Adverse business, financial, or economic
conditions will likely impair the obligor's capacity or willingness to meet its
financial commitment on the obligation.

         CCC: An obligation rated CCC is currently vulnerable to nonpayment, and
is dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation. In the event of
adverse business, financial, or economic conditions, the obligor is not likely
to have the capacity to meet its financial commitment on the obligation.

         CC: An obligation rated CC is currently highly vulnerable to
nonpayment.

         C: A subordinated debt or preferred stock obligation rated C is
CURRENTLY HIGHLY VULNERABLE to nonpayment. The C rating may be used to cover a
situation where a bankruptcy petition has been filed or similar action taken,
but payments on this obligation are being continued. A C also will be assigned
to a preferred stock issue in arrears on dividends or sinking fund payments, but
that is currently paying.

         D: An obligation rated D is in payment default. The D rating category
is used when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poor's believes that
such payments will be made during such grace period. The D rating also


                                       A-4

<PAGE>




will be used upon the filing of a bankruptcy petition or the taking of a similar
action if payments on an obligation are jeopardized.

         Plus (+) or Minus (-): The ratings from AA to CCC may be modified by
the addition of a plus or minus sign to show relative standing within the major
rating categories.

         R: This symbol is attached to the ratings of instruments with
significant noncredit risks. It highlights risks to principal or volatility of
expected returns which are not addressed in the credit rating.

         N.R.: This indicates that no rating has been requested, that there is
insufficient information on which to base a rating, or that Standard & Poor's
does not rate a particular obligation as a matter of policy.

LOCAL CURRENCY AND FOREIGN CURRENCY RISKS

         Country risk considerations are a standard part of Standard & Poor's
analysis for credit ratings on any issuer or issue. Currency of repayment is a
key factor in this analysis. An obligor's capacity to repay foreign currency
obligations may be lower than its capacity to repay obligations in its local
currency due to the sovereign government's own relatively lower capacity to
repay external versus domestic debt. These sovereign risk considerations are
incorporated in the debt ratings assigned to specific issues. Foreign currency
issuer ratings are also distinguished from local currency issuer ratings to
identify those instances where sovereign risks make them different for the same
issuer.



                                       A-5



<PAGE>




                           PART C -- OTHER INFORMATION

ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS

         1.      Financial Statements:

         The Registrant's [statement of assets and liabilities (balance sheet)]
dated _________ __, 2004, notes to that financial statement and report of
independent public accountants thereon will be filed with a pre-effective
amendment to the Registrant's Registration Statement.

         2.      Exhibits:

                 a.1.       Agreement and Declaration of Trust. (*)
                 a.2.       Certificate of Trust. (*)
                 b.         By-laws. (*)
                 c.         None.
                 d.         Form of Share Certificate. (**)
                 e.         Terms and Conditions of the Dividend Reinvestment
                            Plan. (**)
                 f.         None.
                 g.         Investment Management Agreement with Calamos Asset
                            Management, Inc. (**)
                 h.1.       Form of Underwriting Agreement. (**)
                 h.2.       Form of Standard Dealer Agreement. (**)
                 h.3.       Master Agreement Among Underwriters. (**)
                 i.         None.
                 j.1.       Form of Custody Agreement. (**)
                 j.2.       Form of Foreign Custody Merger Agreement. (**)
                 k.         Form of Stock Transfer Agency Agreement. (**)
                 l.1.       Opinion of Vedder, Price, Kaufman & Kammholz. (**)
                 l.2.       Opinion of Morris, Nichols, Arsht & Tunnell. (**)
                 m.         None.
                 n.         Consent of Auditors. (**)
                 o.         Not applicable.
                 p.         Subscription Agreement. (**)
                 q.         None.
                 r.1.       Code of Ethics. (**)
                 s.         Powers of Attorney (*)

- ------------------
(*)     Filed herewith.
(**)    To be filed by amendment.




                                      C-1
<PAGE>




ITEM 25: MARKETING ARRANGEMENTS

         Reference will be made to the underwriting agreement for the
Registrant's shares of beneficial interest to be filed in an amendment to the
Registrant's Registration Statement.

ITEM 26: OTHER EXPENSES AND DISTRIBUTION

         The following table sets forth the estimated expenses to be incurred in
connection with the offering described in this Registration Statement:


<Table>
<S>                                                            <C>
         Registration fees..................................   $        *
         New York Stock Exchange listing fee................            *
         Printing (other than certificates).................            *
         Engraving and printing certificates................            *
         Accounting fees and expenses.......................            *
         Legal fees and expenses............................            *
         NASD fee...........................................            *
         Miscellaneous......................................            *
                                                               ----------
         Total..............................................   $        *
                                                               ==========
</Table>

- ------------------
* To be completed by amendment.

ITEM 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

         None.

ITEM 28. NUMBER OF HOLDERS OF SECURITIES

         As of ____________ __, 2004, the number or record holders of each class
of securities of the Registrant was

               TITLE OF CLASS                   NUMBER OF RECORD HOLDERS
               --------------                   ------------------------
   Common Shares (no par value)..........                  --


ITEM 29. INDEMNIFICATION

         The Registrant's Agreement and Declaration of Trust (the
"Declaration"), dated March 12, 2004, provides that every person who is, or
has been, a Trustee or an officer, employee or agent of the Registrant
(including any individual who serves at its request as director, officer,
partner, employee, Trustee, agent or the like of another organization in which
it has any interest as a shareholder, creditor or otherwise ("Covered Person")
shall be indemnified by the Registrant or the appropriate series of the
Registrant to the fullest extent permitted by law against liability and against
all expenses reasonably incurred or paid by him in connection with any claim,
action, suit or proceeding in which he becomes involved as a party or otherwise
by virtue of his being or having been a Covered Person and against amounts paid
or incurred by him in the settlement thereof; provided that no indemnification
shall be provided to a Covered Person (i) who shall have been adjudicated by a
court or body before which the proceeding was brought (A) to be liable to the
Registrant or its shareholders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office, or (B) not to have acted in good faith and in a manner the person
reasonably believed to be or not opposed to the best interest of the Registrant;
or (ii) in the event of a settlement, unless there has been a determination that
such Covered Person did not engage in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office; (A) by the court or other body




                                      C-2
<PAGE>




approving the settlement; (B) by at least a majority of those Trustees who are
neither Interested Persons of the Trust nor are parties to the matter based upon
a review of readily available facts (as opposed to a full trial-type inquiry);
(C) by written opinion of independent legal counsel based upon a review of
readily available facts (as opposed to a full trial-type inquiry) or (D) by a
vote of a majority of the Outstanding Shares entitled to vote (excluding any
Outstanding Shares owned of record or beneficially by such individual).

         The Declaration also provides that if any shareholder or former
shareholder of any series of the Registrant shall be held personally liable
solely by reason of his being or having been a shareholder and not because of
his acts or omissions or for some other reason, the shareholder or former
shareholder (or his heirs, executors, administrators or other legal
representatives or in the case of any entity, its general successor) shall be
entitled out of the assets belonging to the applicable series of the Registrant
to be held harmless from and indemnified against all loss and expense arising
from such liability. The Registrant, on behalf of its affected series, shall,
upon request by such shareholder, assume the defense of any claim made against
such shareholder for any act or obligation of the series and satisfy any
judgment thereon from the assets of the series.

         Insofar as indemnification for liability arising under the Securities
Act of 1933, as amended (the "1933 Act"), may be available to Trustees, officers
and controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant's expenses incurred or paid by a Trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such Trustee, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

ITEM 30. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

         The information in the Statement of Additional Information under the
caption "Management--Trustees and Officers" is incorporated by reference.

ITEM 31. LOCATION OF ACCOUNTS AND RECORDS

         All such accounts, books, and other documents are maintained at the
offices of the Registrant, at the offices of the Registrant's investment
manager, Calamos Asset Management, Inc., 1111 East Warrenville Road, Naperville,
Illinois 60563, at the offices of the custodian, 100 Church Street, New York,
New York 10286 or at the offices of the transfer agent, 111 8th Avenue, New
York, New York 10011-5201.

ITEM 32. MANAGEMENT SERVICES

         Not applicable.

ITEM 33. UNDERTAKINGS

         1. The Registrant undertakes to suspend the offering of shares until
the prospectus is amended if (1) subsequent to the effective date of its
registration statement, the net asset value declines more than ten percent from
its net asset value as of the effective date of the registration statement or
(2) the net asset value increases to an amount greater than its net proceeds as
stated in the prospectus.





                                      C-3
<PAGE>





         2. Not applicable.

         3. Not applicable.

         4. Not applicable.

         5. (a) For the purposes of determining any liability under the 1933
Act, the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the Registrant under Rule 497(h) under the 1933 Act shall be
deemed to be part of the Registration Statement as of the time it was declared
effective.

            (b) For the purpose of determining any liability under the 1933 Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of the securities at that time shall be deemed to be the
initial bona fide offering thereof.

         6. The Registrant undertakes to send by first class mail or other means
designed to ensure equally prominent delivery within two business days of
receipt of a written or oral request the Registrant's statement of additional
information.





                                      C-4
<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933 and/or
Investment Company Act of 1940, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Naperville and State of Illinois, on the 31st day of
March, 2004.

                                      CALAMOS GLOBAL TOTAL RETURN FUND


                                      By: /s/ John P. Calamos
                                          --------------------------------------
                                          John P. Calamos, Trustee and President

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date(s) indicated.

<TABLE>
<S>                                <C>                                             <C>
/s/ John P. Calamos                 Trustee and President (Principal Executive      March 31, 2004
- ----------------------------------  Officer)
John P. Calamos

/s/ Patrick Dudasik                 Vice President (Principal Financial and         March 31, 2004
- ----------------------------------  Accounting Officer)
Patrick Dudasik

Nick P. Calamos*                    Trustee                                         By: /s/ James S. Hamman, Jr.
                                                                                        ------------------------
Joe E. Hanauer*                     Trustee                                             James S. Hamman, Jr.
                                                                                        Attorney-In-Fact
John E. Neal*                       Trustee                                             March 31, 2004

Weston W. Marsh*                    Trustee

William Rybak*                      Trustee

</TABLE>


* Original powers of attorney authorizing James S. Hamman, Jr. and John P.
Calamos to execute this Registration Statement, and Amendments thereto, for each
of the trustees on whose behalf this Registration Statement is filed, have been
executed and filed as exhibits herewith.






                                      C-5
<PAGE>






                                 EXHIBIT INDEX






          EXHIBIT                  DOCUMENT



          a.1.          Agreement and Declaration of Trust
          a.2.          Certificate of Trust
          b.            By-laws
          s.            Powers of Attorney



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A.1
<SEQUENCE>3
<FILENAME>c84171exv99waw1.txt
<DESCRIPTION>AGREEMENT AND DECLARATION OF TRUST
<TEXT>
<PAGE>
                                                                     EXHIBIT a.1

                        CALAMOS GLOBAL TOTAL RETURN FUND

                       AGREEMENT AND DECLARATION OF TRUST

         This AGREEMENT AND DECLARATION OF TRUST is made on March 12, 2004 by
the undersigned (together with all other persons from time to time duly elected,
qualified and serving as Trustees in accordance with the provisions of Article
II hereof, the "Trustees") for the purpose of forming a Delaware statutory trust
in accordance with the provisions hereinafter set forth;

         NOW, THEREFORE, the Trustees declare that all money and property
contributed to the Trust shall be held and managed IN TRUST pursuant to this
Agreement and Declaration of Trust.

                                   ARTICLE I

                              NAME AND DEFINITIONS

         Section 1. Name. The name of the Trust created by this Agreement and
Declaration of Trust is "Calamos Global Total Return Fund" and the Trustees
shall conduct the business of the Trust under that name or any other name or
names as they may from time to time determine.

         Section 2. Definitions. Unless otherwise provided or required by the
context:

                  (a) "Administrator" means the party, other than the Trust, to
the contract described in Article III, Section 3 hereof.

                  (b) "By-Laws" means the By-Laws of the Trust adopted by the
Trustees, as amended from time to time, which By-Laws are expressly herein
incorporated by reference as part of the "governing instrument" within the
meaning of the Delaware Act.

                  (c) "Class" means any class of Shares of any Series
established and designated under or in accordance with the provisions of Article
V.

                  (d) "Commission," "Interested Person" and "Principal
Underwriter" have the meanings provided in the 1940 Act. Except as such term may
be otherwise defined by the Trustees in conjunction with the establishment of
any Series of Shares, the term "vote of a majority of the shares outstanding and
entitled to vote" shall have the same meaning as is assigned to the term "vote
of a majority of the outstanding voting securities" in the 1940 Act.

                  (e) "Covered Person" means a person so defined in Article IV,
Section 2.

                  (f) "Custodian" means any Person other than the Trust who has
custody of any Trust Property as required by Section 17(f) of the 1940 Act, but
does not include a system for the central handling of securities described in
said Section 17(f).

                  (g) "Declaration" shall mean this Agreement and Declaration of
Trust, as amended or restated from time to time. Reference in this Declaration
of Trust to "Declaration,"


<PAGE>

"hereof," "herein," and "hereunder" shall be deemed to refer to this Declaration
rather than exclusively to the article or section in which such words appear.

                  (h) "Delaware Act" means the Delaware Statutory Trust Act, 12
Del. C. ss.ss.3801, et seq., as amended from time to time.

                  (i) "Distributor" means the party or parties, other than the
Trust, to the contract described in Article III, Section 1 hereof.

                  (j) "His" shall include the feminine and neuter, as well as
the masculine, genders.

                  (k) "Investment Adviser" means the party, other than the
Trust, to the contract described in Article III, Section 2 hereof.

                  (l) "Net Asset Value" means the net asset value of each Series
of the Trust, determined as provided in Article VI, Section 3.

                  (m) "Person" means and includes individuals, corporations,
partnerships, trusts, associations, joint ventures, estates and other entities,
whether or not legal entities, and governments and agencies and political
subdivisions, thereof, whether domestic or foreign.

                  (n) "Securities Act" shall mean the Securities Act of 1933, as
amended.

                  (o) "Series" means a series of Shares established and
designated under or in accordance with the provisions of Article V, each of
which shall be accounted for and maintained as a separate series or portfolio of
the Trust.

                  (p) "Shareholder" means a record owner of Outstanding Shares;

                  (q) "Shares" means the equal proportionate transferable units
of interest into which the beneficial interest of each Series and Class, as
applicable, of the Trust is divided from time to time (including whole Shares
and fractions of Shares). "Outstanding Shares" means Shares shown in the books
of the Trust or its transfer agent as then issued and outstanding, but does not
include Shares which have been repurchased or redeemed by the Trust and which
are held in the treasury of the Trust.

                  (r) "Transfer Agent" means any Person other than the Trust who
maintains the Shareholder records of the Trust, such as the list of
Shareholders, the number of Shares credited to each account, and the like.

                  (s) "Trust" means Calamos Global Total Return Fund established
hereby, and reference to the Trust, when applicable to one or more Series,
refers to that Series.

                  (t) "Trustee" means each person who has signed this
Declaration of Trust, so long as he shall continue in office in accordance with
the terms hereof, and all other persons who may from time to time be duly
qualified and serving as Trustees in accordance with Article II, in all cases in
their capacities as Trustees hereunder.


                                       2
<PAGE>

                  (u) "Trust Property" means any and all property, real or
personal, tangible or intangible, which is from time to time owned or held by or
for the account of the Trust or any Series or the Trustees on behalf of the
Trust or any Series, each and every asset of which shall be allocated and belong
to a specific series to the exclusion of all other series.

                  (v) The "1940 Act" means the Investment Company Act of 1940,
as amended from time to time, including the rules and regulations of the
Commission thereunder and any order or orders thereunder which may from time to
time be applicable to the Trust.

                                   ARTICLE II

                                  THE TRUSTEES

         Section 1. Management of the Trust. The business and affairs of the
Trust shall be managed by or under the direction of the Trustees, and they shall
have all powers necessary or desirable to carry out that responsibility. The
Trustees may execute all instruments and take all action they deem necessary or
desirable to promote the interests of the Trust. Any determination made by the
Trustees in good faith as to what is in the interests of the Trust shall be
conclusive. In construing the provisions of this Declaration, the presumption
shall be in favor of a grant of power to the Trustees.

         Section 2. Powers. The Trustees in all instances shall act as
principals, free of the control of the Shareholders. The Trustees shall have
full power and authority to take or refrain from taking any action and to
execute any contracts and instruments that they may consider necessary or
desirable in the management of the Trust. The Trustees shall not in any way be
bound or limited by current or future laws or customs applicable to trust
investments, but shall have full power and authority to make any investments
which they, in their sole discretion, deem proper to accomplish the purposes of
the Trust. The Trustees may exercise all of their powers without recourse to any
court or other authority. Subject to any applicable limitation herein or in the
By-Laws or resolutions of the Trust, the Trustees shall have power and
authority, without limitation:

                  (a) To operate as and carry on the business of an investment
company, and exercise all the powers necessary and appropriate to the conduct of
such operations.

                  (b) To invest in, hold for investment, or reinvest in, cash;
securities of any type, including, but not limited to, common, preferred and
preference stocks; warrants; subscription rights; profit-sharing interests or
participations and all other contracts for or evidence of equity interests;
bonds, debentures, bills, time notes and all other evidences of indebtedness;
negotiable or non-negotiable instruments; government securities, including
securities of any state, municipality or other political subdivision thereof, or
any governmental or quasi-governmental agency or instrumentality; and money
market instruments including bank certificates of deposit, finance paper,
commercial paper, bankers' acceptances and all kinds of repurchase agreements,
of any corporation, company, trust, association, firm or other business
organization however established, and of any country, state, municipality or
other political subdivision, or any governmental or quasi-governmental agency or
instrumentality; or any other



                                       3
<PAGE>

security, property or instrument in which the Trust or any of its Series shall
be authorized to invest.

                  (c) To acquire (by purchase, subscription or otherwise), to
hold, to trade in and deal in, to acquire any rights or options to purchase or
sell, to sell or otherwise dispose of, to lend and to pledge any such
securities, to enter into repurchase agreements, reverse repurchase agreements,
firm commitment agreements, forward foreign currency exchange contracts,
interest rate mortgage or currency swaps and interest rate caps, floors and
collars, to purchase and sell options on securities, securities indices,
currency, swaps and other financial assets, futures contracts and options on
futures contracts of all descriptions and to engage in all types of hedging,
risk-management or income enhancement transactions.

                  (d) To exercise all rights, powers and privileges of ownership
or interest in all securities, repurchase agreements and other assets included
in the Trust Property, including the right to vote thereon and otherwise act
with respect thereto and to do all acts for the preservation, protection,
improvement and enhancement in value of all such securities, repurchase
agreements and other assets.

                  (e) To acquire (by purchase, lease or otherwise) and to hold,
use, maintain, develop and dispose of (by sale or otherwise) any property, real
or personal, including cash or foreign currency, and any interest therein.

                  (f) To borrow money or other property in the name of the Trust
exclusively for Trust purposes and in this connection issue notes or other
evidence of indebtedness; to secure borrowings by mortgaging, pledging or
otherwise subjecting as security the Trust Property; and to endorse, guarantee,
or undertake the performance of any obligation or engagement of any other Person
and to lend Trust Property.

                  (g) To aid by further investment any corporation, company,
trust, association or firm, any obligation of or interest in which is included
in the Trust Property or in the affairs of which the Trustees have any direct or
indirect interest; to do all acts and things designed to protect, preserve,
improve or enhance the value of such obligation or interest; and to guarantee or
become surety on any or all of the contracts, stocks, bonds, notes, debentures
and other obligations of any such corporation, company, trust, association or
firm.

                  (h) To adopt By-Laws not inconsistent with this Declaration
providing for the conduct of the business of the Trust and to amend and repeal
them to the extent such right is not reserved to the Shareholders.

                  (i) To elect and remove with or without cause such officers
and appoint and terminate such agents as they deem appropriate.

                  (j) To employ as custodian of any assets of the Trust, subject
to any provisions herein or in the By-Laws, one or more banks, trust companies
or companies that are members of a national securities exchange, or other
entities permitted by the Commission to serve as such.


                                       4
<PAGE>

                  (k) To retain one or more transfer agents and shareholder
servicing agents, or both.

                  (l) To provide for the distribution of Shares either through a
Principal Underwriter as provided herein or by the Trust itself, or both, or
pursuant to a distribution plan of any kind.

                  (m) To set record dates in the manner provided for herein or
in the By-Laws.

                  (n) To delegate such authority as they consider desirable to
any officers of the Trust and to any agent, independent contractor, manager,
investment adviser, custodian or underwriter.

                  (o) To hold any security or other property (i) in a form not
indicating any trust, whether in bearer, book entry, unregistered or other
negotiable form, or (ii) either in the Trust's or Trustees' own name or in the
name of a custodian or a nominee or nominees, subject to safeguards according to
the usual practice of statutory trusts or investment companies.

                  (p) To establish separate and distinct Series with separately
defined investment objectives and policies and distinct investment purposes, and
with separate Shares representing beneficial interests in such Series, and to
establish separate Classes, all in accordance with the provisions of Article V.

                  (q) To the full extent permitted by Section 3804 of the
Delaware Act, to allocate assets, liabilities and expenses of the Trust to a
particular Series and assets, liabilities and expenses to a particular Class or
to apportion the same between or among two or more Series or Classes, provided
that any liabilities or expenses incurred by a particular Series or Class shall
be payable solely out of the assets belonging to that Series or Class as
provided for in Article V, Section 4.

                  (r) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or concern whose
securities are held by the Trust; to consent to any contract, lease, mortgage,
purchase, or sale of property by such corporation or concern; and to pay calls
or subscriptions with respect to any security held in the Trust.

                  (s) To compromise, arbitrate, or otherwise adjust claims in
favor of or against the Trust or any matter in controversy including, but not
limited to, claims for taxes.

                  (t) To make distributions of income, capital gains, returns of
capital (if any) and redemption proceeds to Shareholders in the manner
hereinafter provided for.

                  (u) To establish committees for such purposes, with such
membership, and with such responsibilities as the Trustees may consider proper,
including a committee consisting of fewer than all of the Trustees then in
office, which may act for and bind the Trustees and the Trust with respect to
the institution, prosecution, dismissal, settlement, review or investigation of
any action, suit or proceeding, pending or threatened to be brought before any
court, administrative agency or other adjudicatory body.



                                       5
<PAGE>

                  (v) To issue, sell, repurchase, redeem, cancel, retire,
acquire, hold, resell, reissue, dispose of and otherwise deal in Shares; to
establish terms and conditions regarding the issuance, sale, repurchase,
redemption, cancellation, retirement, acquisition, holding, resale, reissuance,
disposition of or dealing in Shares; and, subject to Articles V and VI, to apply
to any such repurchase, redemption, retirement, cancellation or acquisition of
Shares any funds or property of the Trust or of the particular Series with
respect to which such Shares are issued.

                  (w) To invest part or all of the Trust Property (or part or
all of the assets of any Series), or to dispose of part or all of the Trust
Property (or part or all of the assets of any Series) and invest the proceeds of
such disposition, in securities issued by one or more other investment companies
registered under the 1940 Act (including investment by means of transfer of part
or all of the Trust Property in exchange for an interest or interest in such one
or more investment companies) all without any requirement of approval by
Shareholders. Any such other investment company may (but need not) be a trust
(formed under the laws of any state) which is classified as a partnership for
federal income tax purposes.

                  (x) To sell or exchange any or all of the assets of the Trust,
subject to Article IX, Sections 4, 6 and 7.

                  (y) To enter into joint ventures, partnerships and any other
combinations and associations.

                  (z) To join with other security holders in acting through a
committee, depositary, voting trustee or otherwise, and in that connection to
deposit any security with, or transfer any security to, any such committee,
depositary or trustee, and to delegate to them such power and authority with
relation to any security (whether or not so deposited or transferred) as the
Trustees shall deem proper, and to agree to pay, and to pay, such portion of the
expenses and compensation of such Committee, depositary or trustee as the
Trustees shall deem proper.

                  (aa) To purchase and pay for entirely out of Trust Property
such insurance as the Trustees may deem necessary or appropriate for the conduct
of the business, including, without limitation, insurance policies insuring the
assets of the Trust or payment of distributions and principal on its portfolio
investments, and, subject to applicable law and any restrictions set forth in
the By-Laws, insurance policies insuring the Shareholders, Trustees, officers,
employees, agents, investment advisers, Principal Underwriters, or independent
contractors of the Trust, individually, against all claims and liabilities of
every nature arising by reason of holding Shares, holding, being or having held
any such office or position, or by reason of any action alleged to have been
taken or omitted by any such Person as Trustee, officer, employee, agent,
investment adviser, Principal Underwriter, or independent contractor, including
any action taken or omitted that may be determined to constitute negligence,
whether or not the Trust would have the power to indemnify such Person against
liability.

                  (bb) To adopt, establish and carry out pension,
profit-sharing, share bonus, share purchase, savings, thrift and other
retirement, incentive and benefit plans and trusts, including the purchasing of
life insurance and annuity contracts as a means of providing such retirement and
other benefits, for any or all of the Trustees, officers, employees and agents
of the Trust.


                                       6
<PAGE>

                  (cc) To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or property; and to execute
and deliver proxies or powers of attorneys to such Person or Persons as the
Trustees shall deem proper, granting to such Person or Persons such power and
discretion with relation to securities and property as the Trustees shall deem
proper.

                  (dd) To enter into contracts of any kind and description.

                  (ee) To interpret the investment policies, practices or
limitations of any Series or Class.

                  (ff) To guarantee indebtedness and contractual obligations of
others.

                  (gg) To carry on any other business in connection with or
incidental to any of the foregoing powers, to do everything necessary or
desirable to accomplish any purpose or to further any of the foregoing powers,
and to take every other action incidental to the foregoing business or purposes,
objects or powers.

         The clauses above shall be construed as objects and powers, and the
enumeration of specific powers shall not limit in any way the general powers of
the Trustees. Any action by one or more of the Trustees in their capacity as
such hereunder shall be deemed an action on behalf of the Trust or the
applicable Series, and not an action in an individual capacity. No one dealing
with the Trustees shall be under any obligation to make any inquiry concerning
the authority of the Trustees, or to see to the application of any payments made
or property transferred to the Trustees or upon their order. In construing this
Declaration, the presumption shall be in favor of a grant of power to the
Trustees.

         Section 3. Certain Transactions. Except as prohibited by applicable
law, the Trustees may, on behalf of the Trust, buy any securities from or sell
any securities to, or lend any assets of the Trust to, any Trustee or officer of
the Trust or any firm of which any such Trustee or officer is a member acting as
principal, or have any such dealings with any investment adviser, administrator,
distributor or transfer agent for the Trust or with any Interested Person of
such person. The Trust may employ any such person or entity in which such person
is an Interested Person, as broker, legal counsel, registrar, investment
adviser, administrator, distributor, transfer agent, dividend disbursing agent,
custodian or in any other capacity upon customary terms.

         Section 4. Initial Trustee(s); Election and Number of Trustees. The
initial Trustee(s) shall be the persons initially signing this Declaration. The
number of Trustees (other than the initial Trustees) shall be fixed from time to
time by a majority of the Trustees then in office; provided, that there shall be
at least one (1) Trustee and no more than fifteen (15).

         Section 5. Term of Office of Trustees; Classes.

                  (a) Subject to the voting rights established with respect to a
particular Series or Class, each Trustee shall hold office for life or until his
successor is elected and duly qualified or the Trust terminates. Notwithstanding
the foregoing but subject to the voting rights established with respect to a
particular Series or Class, (1) any Trustee may resign by delivering to the
other Trustees or to any Trust officer a written resignation effective upon such
delivery or



                                       7
<PAGE>

a later date specified therein; (2) any Trustee may be removed with cause at any
time by a written instrument signed by at least three-quarters of the then
Trustees, specifying the effective date of removal; (3) any Trustee who requests
to be retired, or who is declared bankrupt or has become physically or mentally
incapacitated or is otherwise unable to serve, may be retired by a written
instrument signed by a majority of the other Trustees, specifying the effective
date of retirement; and (4) any Trustee may be removed, with or without cause,
by a vote of at least a majority of the then Trustees if such removal is
approved by the holders of at least three-quarters of the Outstanding Shares
entitled to vote with respect to the election of such Trustee and present in
person or by proxy at a meeting of the Shareholders called for such purpose.

                  (b) The Board of Trustees shall be divided into three classes,
designated Class I, Class II and Class III. Each class shall consist, as nearly
as may be possible, of one-third of the total number of trustees constituting
the entire Board of Trustees. Within the limits above specified, the number of
the Trustees in each class shall be determined by resolution of the Board of
Trustees. The term of office of the 1st class shall expire on the date of the
1st annual meeting of Shareholders or special meeting in lieu thereof following
the effective date of the Registration Statement relating to the Shares under
the Securities Act. The term of the 2nd class shall expire on the date of the
2nd annual meeting of Shareholders or special meeting in lieu thereof following
the effective date of the Registration Statement relating to the Shares under
the Securities Act. The term of the 3rd class shall expire on the date of the
3rd annual meeting of Shareholders or special meeting in lieu thereof following
the effective date of the Registration Statement relating to the Shares under
the Securities Act. Upon expiration of the term of office of each class as set
forth above, the number of Trustees in such class, as determined by the Board of
Trustees, shall be elected for a term expiring on the date of the 3rd annual
meeting of Shareholders or special meeting in lieu thereof following such
expiration to succeed the Trustees whose terms of office expire. The Trustees
shall be elected at an annual meeting of the Shareholders or special meeting in
lieu thereof called for that purpose.

         Section 6. Vacancies; Appointment of Trustees. Whenever a vacancy shall
exist in the Board of Trustees, regardless of the reason for such vacancy, the
remaining Trustees shall appoint any person as they determine in their sole
discretion to fill that vacancy, consistent with the limitations under the 1940
Act, provided, that if the Shareholders of any Class or Series of Shares are
entitled separately to elect one or more Trustees, a majority of the remaining
Trustees or the sole remaining Trustee elected by that Class or Series may fill
any vacancy among the number of Trustees elected by that Class or Series. Such
appointment shall be made by a written instrument signed by a majority of the
Trustees or by a resolution of the Trustees, duly adopted and recorded in the
records of the Trust, specifying the effective date of the appointment. The
Trustees may appoint a new Trustee as provided above in anticipation of a
vacancy expected to occur because of the retirement, resignation or removal of a
Trustee, or an increase in number of Trustees, provided that such appointment
shall become effective only at or after the expected vacancy occurs. As soon as
any such Trustee has accepted his appointment in writing, the trust estate shall
vest in the new Trustee, together with the continuing Trustees, without any
further act or conveyance, and he shall be deemed a Trustee hereunder. The
Trustees' power of appointment is subject to Section 16(a) of the 1940 Act.
Whenever a vacancy in the number of Trustees shall occur, until such vacancy is
filled as provided in this Article II, the Trustees in office, regardless of
their number, shall have all the powers granted to the Trustees and shall
discharge all the duties imposed upon the Trustees by the Declaration. The
death, declination to



                                       8
<PAGE>

serve, resignation, retirement, removal or incapacity of one or more Trustees,
or all of them, shall not operate to annul the Trust or to revoke any existing
agency created pursuant to the terms of this Declaration of Trust.

         Section 7. Chairman. The Trustees may appoint one of their number to be
Chairman of the Board of Trustees. The Chairman shall preside at all meetings of
the Trustees, shall be responsible for the execution of policies established by
the Trustees and the administration of the Trust, and may be the chief
executive, financial and/or accounting officer of the Trust. If the Trustees do
not appoint a Chairman, the President shall perform the duties and have the
responsibilities hereunder.

         Section 8. Action by the Trustees.

                  (a) Except as expressly provided in this Agreement, the
Trustees shall act by majority vote at a meeting duly called at which a quorum
is present, including a meeting held by conference telephone, teleconference or
other electronic media or communication equipment by means of which all persons
participating in the meeting can communicate with each other; or by written
consent of a majority of Trustees (or such greater number as may be required by
applicable law) without a meeting. A majority of the Trustees shall constitute a
quorum at any meeting. Meetings of the Trustees may be called orally or in
writing by the President or by any one of the Trustees or as set forth in the
By-Laws. Notice of the time, date and place of all Trustees' meetings shall be
given to each Trustee as set forth in the By-Laws; provided, however, that no
notice is required if the Trustees provide for regular or stated meetings.
Notice need not be given to any Trustee who attends the meeting without
objecting to the lack of notice or who signs a waiver of notice either before or
after the meeting. Except as expressly provided in this Agreement, the Trustees
by majority vote may delegate to any Trustee or Trustees or committee authority
to approve particular matters or take particular actions on behalf of the Trust.
Any written consent or waiver may be provided and delivered to the Trust by
facsimile or other similar electronic mechanism.

                  (b) A Trustee who with respect to the Trust is not an
Interested Person shall be deemed to be independent and disinterested when
making any determinations or taking any action as a Trustee, whether pursuant to
the 1940 Act, the Delaware Act or otherwise.

         Section 9. Ownership of Trust Property. The Trust Property of the Trust
and of each Series shall be held separate and apart from any assets now or
hereafter held in any capacity other than as Trustee hereunder by the Trustees
or any successor Trustees. Legal title in and beneficial ownership of all of the
assets of the Trust shall at all times be considered as vested in the Trust,
except that the Trustees may cause legal title in and beneficial ownership of
any Trust Property to be held by, or in the name of one or more of the Trustees
acting for and on behalf of the Trust, or in the name of any person as nominee
acting for and on behalf of the Trust. No Shareholder shall be deemed to have a
severable ownership in any individual asset of the Trust or of any Series or any
right of partition or possession thereof, but each Shareholder shall have, as
provided in Article V, a proportionate undivided beneficial interest in the
Trust or Series or Class thereof represented by Shares. The Shares shall be
personal property giving only the rights specifically set forth in this Trust
Instrument. The Trust, or at the determination of the Trustees one or more of
the Trustees or a nominee acting for and on behalf of the Trust, shall be deemed



                                       9
<PAGE>

to hold legal title and beneficial ownership of any income earned on securities
of the Trust issued by any business entities formed, organized, or existing
under the laws of any jurisdiction, including the laws of any foreign country.
Upon the resignation or removal of a Trustee, or his otherwise ceasing to be a
Trustee, he shall execute and deliver such documents as the remaining Trustees
shall require for the purpose of conveying to the Trust or the remaining
Trustees any Trust Property held in the name of the resigning or removed
Trustee. Upon the incapacity or death of any Trustee, his legal representative
shall execute and deliver on his behalf such documents as the remaining Trustees
shall require as provided in the preceding sentence.

         Section 10. Effect of Trustees Not Serving. The death, resignation,
retirement, removal, incapacity or inability or refusal to serve of the
Trustees, or any one of them, shall not operate to annul the Trust or to revoke
any existing agency created pursuant to the terms of this Declaration.

         Section 11. Trustees, Etc. as Shareholders. Subject to any restrictions
in the By-Laws, any Trustee, officer, agent or independent contractor of the
Trust may acquire, own and dispose of Shares to the same extent as any other
Shareholder; the Trustees may issue and sell Shares to and buy Shares from any
such person or any firm or company in which such Person is interested, subject
only to any general limitations herein.

         Section 12. Series Trustees. In connection with the establishment of
one or more Series or Classes, the Trustees establishing such Series or Class
may appoint, to the extent permitted by the Delaware Act, separate Trustees with
respect to such Series or Classes (the "Series Trustees"). Series Trustees may,
but are not required to, serve as Trustees of the Trust or any other Series or
Class of the Trust. The Series Trustees shall have, to the exclusion of any
other Trustee of the Trust, all the powers and authorities of Trustees hereunder
with respect to such Series or Class, but shall have no power or authority with
respect to any other Series or Class. Any provision of this Declaration relating
to election of Trustees by Shareholders only shall entitle the Shareholders of a
Series or Class for which Series Trustees have been appointed to vote with
respect to the election of such Series Trustees and the Shareholders of any
other Series or Class shall not be entitled to participate in such vote. In the
event that Series Trustees are appointed, the Trustees initially appointing such
Series Trustees shall, without the approval of any Outstanding Shares, amend
either the Declaration or the By-Laws to provide for the respective
responsibilities of the Trustees and the Series Trustees in circumstances where
an action of the Trustees or Series Trustees affects all Series of the Trust or
two or more Series represented by different Trustees.

                                  ARTICLE III

                        CONTRACTS WITH SERVICE PROVIDERS

         Section 1. Underwriting Contract. The Trustees may in their discretion
from time to time enter into an exclusive or non-exclusive underwriting or
distribution contract or contracts providing for the sale of the Shares whereby
the Trustees may either agree to sell the Shares to the other party to the
contract or appoint such other party as their sales agent for the Shares, and in
either case on such terms and conditions, if any, as may be prescribed in the
By-Laws, and such further terms and conditions as the Trustees may in their
discretion determine not



                                       10
<PAGE>

inconsistent with the provisions of this Article III or of the By-Laws; and
such contract may also provide for the repurchase of the Shares by such other
party as agent of the Trustees.

         Section 2. Advisory or Management Contract. The Trustees may in their
discretion from time to time enter into one or more investment advisory or
management contracts or, if the Trustees establish multiple Series, separate
investment advisory or management contracts with respect to one or more Series
whereby the other party or parties to any such contracts shall undertake to
furnish the Trust or such Series management, investment advisory,
administration, accounting, legal, statistical and research facilities and
services, promotional or marketing activities, and such other facilities and
services, if any, as the Trustees shall from time to time consider desirable and
all upon such terms and conditions as the Trustees may in their discretion
determine. Notwithstanding any provisions of the Declaration, the Trustees may
authorize the Investment Adviser(s) or persons to whom the Investment Adviser(s)
delegates certain or all of its duties, or any of them, under any such contracts
(subject to such general or specific instructions as the Trustees may from time
to time adopt) to effect purchases, sales, loans or exchanges of portfolio
securities and other investments of the Trust on behalf of the Trustees or may
authorize any officer, employee or Trustee to effect such purchases, sales,
loans or exchanges pursuant to recommendations of such Investment Adviser(s), or
any of them (and all without further action by the Trustees). Any such
purchases, sales, loans and exchanges shall be deemed to have been authorized by
all of the Trustees.

         Section 3. Administration Agreement. The Trustees may in their
discretion from time to time enter into an administration agreement or, if the
Trustees establish multiple Series or Classes, separate administration
agreements with respect to each Series or Class, whereby the other party to such
agreement shall undertake to manage the business affairs of the Trust or of a
Series or Class thereof of the Trust and furnish the Trust or a Series or a
Class thereof with office facilities, and shall be responsible for the ordinary
clerical, bookkeeping and recordkeeping services at such office facilities, and
other facilities and services, if any, and all upon such terms and conditions as
the Trustees may in their discretion determine.

         Section 4. Service Agreement. The Trustees may in their discretion from
time to time enter into service agreements with respect to one or more Series or
Classes of Shares whereby the other parties to such Service Agreements will
provide administration and/or support services pursuant to administration plans
and service plans, and all upon such terms and conditions as the Trustees in
their discretion may determine.

         Section 5. Transfer Agent. The Trustees may in their discretion from
time to time enter into a transfer agency and shareholder service contract
whereby the other party to such contract shall undertake to furnish transfer
agency and shareholder services to the Trust. The contract shall have such terms
and conditions as the Trustees may in their discretion determine not
inconsistent with the Declaration. Such services may be provided by one or more
Persons.

         Section 6. Custodian. The Trustees may appoint or otherwise engage one
or more banks or trust companies or any other entity satisfying the requirements
of the 1940 Act, to serve as Custodian with authority as its agent, but subject
to such restrictions, limitations and other requirements, if any, as may be
contained in the By-Laws of the Trust. The Trustees may also authorize the
Custodian to employ one or more sub-custodians, including such foreign banks and



                                       11
<PAGE>

securities depositories as meet the requirements of applicable provisions of the
1940 Act, and upon such terms and conditions as may be agreed upon between the
Custodian and such sub-custodian, to hold securities and other assets of the
Trust and to perform the acts and services of the Custodian, subject to
applicable provisions of law and resolutions adopted by the Trustees.

         Section 7. Affiliations of Trustees or Officers, Etc. The fact that:
(i) any of the Shareholders, Trustees or officers of the Trust or any Series
thereof is a shareholder, director, officer, partner, trustee, employee,
manager, adviser or distributor of or for any partnership, corporation, trust,
association or other organization or of or for any parent or affiliate of any
organization, with which a contract of the character described in this Article
III or for services as Custodian, Transfer Agent or disbursing agent or for
related services may have been or may hereafter be made, or that any such
organization, or any parent or affiliate thereof, is a Shareholder of or has an
interest in the Trust, or that (ii) any partnership, corporation, trust,
association or other organization with which a contract of the character
described in Sections 1, 2, 3 or 4 of this Article III or for services as
Custodian, Transfer Agent or disbursing agent or for related services may have
been or may hereafter be made also has any one or more of such contracts with
one or more other partnerships, corporations, trusts, associations or other
organizations, or has other business or interests, shall not affect the validity
of any such contract or disqualify any Shareholder, Trustee or officer of the
Trust from voting upon or executing the same or create any liability or
accountability to the Trust or its Shareholders.

                                   ARTICLE IV

            COMPENSATION, LIMITATION OF LIABILITY AND INDEMNIFICATION

         Section 1. Compensation. The Trustees as such shall be entitled to
reasonable compensation from the Trust, and they may fix the amount of such
compensation. Nothing herein shall in any way prevent the employment of any
Trustee for advisory, management, legal, accounting, investment banking or other
services and payment for the same by the Trust.

         Section 2. Limitation of Liability. All persons contracting with or
having any claim against the Trust or a particular Series shall look only to the
assets of all Series or such particular Series for payment under such contract
or claim; and neither the Trustees nor, when acting in such capacity, any of the
Trust's officers, employees or agents, whether past, present or future, shall be
personally liable therefor. Every written instrument or obligation on behalf of
the Trust or any Series shall contain a statement to the foregoing effect, but
the absence of such statement shall not operate to make any Trustee or officer
of the Trust liable thereunder. Provided they have exercised reasonable care and
have acted under the reasonable belief that their actions are in the best
interest of the Trust, the Trustees and officers of the Trust shall not be
responsible or liable for any act or omission or for neglect or wrongdoing of
them or any officer, agent, employee, investment adviser or independent
contractor of the Trust, but nothing contained in this Declaration or in the
Delaware Act shall protect any Trustee or officer of the Trust against liability
to the Trust or to Shareholders to which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.


                                       12
<PAGE>

         Section 3. Indemnification.

                  (a) Subject to the exceptions and limitations contained in
subsection (b) below:

                           (i) every person who is, or has been, a Trustee or an
                  officer, employee or agent of the Trust (including any
                  individual who serves at its request as director, officer,
                  partner, employee, trustee, agent or the like of another
                  organization in which it has any interest as a shareholder,
                  creditor or otherwise) ("Covered Person") shall be indemnified
                  by the Trust or the appropriate Series to the fullest extent
                  permitted by law against liability and against all expenses
                  reasonably incurred or paid by him in connection with any
                  claim, action, suit or proceeding in which he becomes involved
                  as a party or otherwise by virtue of his being or having been
                  a Covered Person and against amounts paid or incurred by him
                  in the settlement thereof; and

                           (ii) as used herein, the words "claim," "action,"
                  "suit," or "proceeding" shall apply to all claims, actions,
                  suits or proceedings (civil, criminal, administrative,
                  investigative or other, including appeals), actual or
                  threatened, and the words "liability" and "expenses" shall
                  include, without limitation, attorneys' fees, costs,
                  judgments, amounts paid in settlement, fines, penalties and
                  other liabilities.

                  (b) No indemnification shall be provided hereunder to a
Covered Person:

                           (i) who shall have been adjudicated by a court or
                  body before which the proceeding was brought (A) to be liable
                  to the Trust or its Shareholders by reason of willful
                  misfeasance, bad faith, gross negligence or reckless disregard
                  of the duties involved in the conduct of his office, or (B)
                  not to have acted in good faith and in a manner the person
                  reasonably believed to be in or not opposed to the best
                  interests of the Trust; or

                           (ii) in the event of a settlement, unless there has
                  been a determination that such Covered Person did not engage
                  in willful misfeasance, bad faith, gross negligence or
                  reckless disregard of the duties involved in the conduct of
                  his office; (A) by the court or other body approving the
                  settlement; (B) by at least a majority of those Trustees who
                  are neither Interested Persons of the Trust nor are parties to
                  the matter based upon a review of readily available facts (as
                  opposed to a full trial-type inquiry); (C) by written opinion
                  of independent legal counsel based upon a review of readily
                  available facts (as opposed to a full trial-type inquiry) or
                  (D) by a vote of a majority of the Outstanding Shares entitled
                  to vote (excluding any Outstanding Shares owned of record or
                  beneficially by such individual).

                  (c) The rights of indemnification herein provided may be
insured against by policies maintained by the Trust, shall be severable, shall
not be exclusive of or affect any other



                                       13
<PAGE>

rights to which any Covered Person may now or hereafter be entitled, and shall
inure to the benefit of the heirs, executors and administrators of a Covered
Person.

                  (d) To the maximum extent permitted by applicable law,
expenses in connection with the preparation and presentation of a defense to any
claim, action, suit or proceeding of the character described in subsection (a)
of this Section may be paid by the Trust or applicable Series from time to time
prior to final disposition thereof upon receipt of an undertaking by or on
behalf of such Covered Person that such amount will be paid over by him to the
Trust or applicable Series if it is ultimately determined that he is not
entitled to indemnification under this Section; provided, however, that either
(i) such Covered Person shall have provided appropriate security for such
undertaking, (ii) the Trust is insured against losses arising out of any such
advance payments or (iii) either a majority of a quorum of the Trustees who are
neither Interested Persons of the Trust nor parties to the matter, or
independent legal counsel in a written opinion, shall have determined, based
upon a review of readily available facts (as opposed to a full trial-type
inquiry) that there is reason to believe that such Covered Person will not be
disqualified from indemnification under this Section. Independent counsel
retained for the purpose of rendering an opinion regarding advancement of
expenses and/or a majority of a quorum of the Trustees who are neither
Interested Persons of the Trust nor parties to the matter, may proceed under a
rebuttable presumption that the Covered Person has not engaged in willful
misfeasance, bad faith, gross negligence or reckless disregard of the Covered
Person's duties to the Trust and were based on the Covered Person's
determination that those actions were in the best interests of the Trust and its
Shareholders; provided that the Covered Person is not an Interested Person (or
is an Interested Person solely by reason of being an officer of the Trust).

                  (e) Any repeal or modification of this Article IV by the
Shareholders, or adoption or modification of any other provision of the
Declaration or By-Laws inconsistent with this Article, shall be prospective
only, to the extent that such repeal, or modification would, if applied
retrospectively, adversely affect any limitation on the liability of any Covered
Person or indemnification available to any Covered Person with respect to any
act or omission which occurred prior to such repeal, modification or adoption.
Any such repeal or modification by the Shareholders shall require a vote of at
least two-thirds of the Outstanding Shares entitled to vote and present in
person or by proxy at any meeting of the Shareholders.

         Section 4. Indemnification of Shareholders. If any Shareholder or
former Shareholder of any Series shall be held personally liable solely by
reason of his being or having been a Shareholder and not because of his acts or
omissions or for some other reason, the Shareholder or former Shareholder (or
his heirs, executors, administrators or other legal representatives or in the
case of any entity, its general successor) shall be entitled out of the assets
belonging to the applicable Series to be held harmless from and indemnified
against all loss and expense arising from such liability. The Trust, on behalf
of the affected Series, shall, upon request by such Shareholder, assume the
defense of any claim made against such Shareholder for any act or obligation of
the Series and satisfy any judgment thereon from the assets of the Series.

         Section 5. No Bond Required of Trustees. No Trustee shall be obligated
to give any bond or other security for the performance of any of his duties
hereunder.


                                       14
<PAGE>

         Section 6. No Duty of Investigation; Notice in Trust Instruments, Etc.
No purchaser, lender, transfer agent or other Person dealing with the Trustees
or any officer, employee or agent of the Trust or a Series thereof shall be
bound to make any inquiry concerning the validity of any transaction purporting
to be made by the Trustees or by said officer, employee or agent or be liable
for the application of money or property paid, loaned, or delivered to or on the
order of the Trustees or of said officer, employee or agent. Every obligation,
contract, instrument, certificate, Share, other security of the Trust or a
Series thereof or undertaking, and every other act or thing whatsoever executed
in connection with the Trust shall be conclusively presumed to have been
executed or done by the executors thereof only in their capacity as Trustees
under this Declaration or in their capacity as officers, employees or agents of
the Trust or a Series thereof. Every written obligation, contract, instrument,
certificate, Share, other security of the Trust or a Series thereof or
undertaking made or issued by the Trustees may recite that the same is executed
or made by them not individually, but as Trustees under the Declaration, and
that the obligations of the Trust or a Series thereof under any such instrument
are not binding upon any of the Trustees or Shareholders individually, but bind
only the Trust Property or the Trust Property of the applicable Series, and may
contain any further recital which they may deem appropriate, but the omission of
such recital shall not operate to bind the Trustees individually. The Trustees
may maintain insurance for the protection of the Trust Property or the Trust
Property of the applicable Series, its Shareholders, Trustees, officers,
employees and agents in such amount as the Trustees shall deem adequate to cover
possible tort liability, and such other insurance as the Trustees in their sole
judgment shall deem advisable.

         Section 7. Reliance on Experts, Etc. Each Trustee, officer or employee
of the Trust or a Series thereof shall, in the performance of his duties, powers
and discretions hereunder be fully and completely justified and protected with
regard to any act or any failure to act resulting from reliance in good faith
upon the books of account or other records of the Trust or a Series thereof,
upon an opinion of counsel, or upon reports made to the Trust or a Series
thereof by any of its officers or employees or by the Investment Adviser, the
Administrator, the Distributor, the Principal Underwriter, Transfer Agent,
selected dealers, accountants, appraisers or other experts or consultants
selected with reasonable care by the Trustees, officers or employees of the
Trust, regardless of whether such counsel or expert may also be a Trustee.

                                   ARTICLE V

                    SERIES; CLASSES; SHARES; OTHER SECURITIES

         Section 1. Establishment of Series or Class. The Trust shall consist of
one or more Series. Without limiting the authority of the Trustees to establish
and designate any further Series or Classes, the Trustees hereby establish a
single Series, designated Calamos Global Total Return Fund, and one Class of
Shares, designated as the common shares. Each additional Series or Class shall
be established and is effective upon the adoption of a resolution of a majority
of the Trustees or any alternative date specified in such resolution. Such
resolution may establish such additional Series or Classes directly in such
resolution or by reference to, or approval of, another document that sets forth
such Series or Classes, including any registration statement of the Trust, or as
otherwise provided in such resolution. The Trustees may designate the relative
rights and preferences of the Shares of each Series. The Trustees may divide the
Shares of any Series into Classes. Any Shares of any further Series and Classes
that may from time to time be



                                       15
<PAGE>

established and designated by the Trustees shall be established and designated,
and the variations in the relative rights and preferences as between the
different Series shall be fixed and determined, by the Trustees; provided, that
all Shares shall be identical except for such variations as shall be fixed and
determined between different Series or Classes by the Trustees in establishing
and designating such Class or Series. Unless otherwise designated by the
Trustees in the By-Laws or resolutions establishing a Series or Class, the
purchase price, the method of determining the net asset value, and the relative
liquidation, voting, dividend and other rights and preferences of holders of
each Series or Class shall be as set forth in the Trust's Registration Statement
on Form N-2 under the Securities Act of 1933 and/or the 1940 Act relating to the
issuance of Shares of such Series or Class.

         All references to Shares in this Declaration shall be deemed to be
Shares of any or all Series or Classes as the context may require. The Trust
shall maintain separate and distinct records for each Series and hold and
account for the assets thereof separately from the other assets of the Trust or
of any other Series. A Series may issue any number of Shares or any Class
thereof and need not issue Shares. Except as otherwise provided with respect to
a specific Class, each Share of a Series shall represent an equal beneficial
interest in the net assets of such Series. Each holder of Shares of a Series or
a Class thereof shall be entitled to receive his pro rata share of all
distributions made with respect to such Series or Class. Upon redemption of his
Shares, such Shareholder shall be paid solely out of the funds and property of
such Series. The Trustees may adopt and change the name of any Series or Class
without Shareholder approval.

         Section 2. Shares. The beneficial interest in the Trust shall be
divided into transferable Shares of one or more separate and distinct Series or
Classes established by the Trustees. The number of Shares of each Series and
Class is unlimited and each Share shall have no par value per Share or such
other amount as the Trustees may establish. All Shares issued hereunder shall be
fully paid and nonassessable. Shareholders shall have no preemptive or other
right to subscribe to any additional Shares or other securities issued by the
Trust. The Trustees shall have full power and authority, in their sole
discretion and without obtaining Shareholder approval, to issue original or
additional Shares at such times and on such terms and conditions as they deem
appropriate; to issue fractional Shares and Shares held in the treasury; to
establish and to change in any manner Shares of any Series or Classes with such
preferences, rights upon liquidation, redemption rights, terms of conversion,
voting powers, and other rights and privileges as the Trustees may determine
(but the Trustees may not change Outstanding Shares in a manner materially
adverse to the Shareholders of such Shares); to divide or combine the Shares of
any Series or Classes into a greater or lesser number; to classify or reclassify
any unissued Shares of any Series or Classes into one or more Series or Classes
of Shares; to abolish any one or more Series or Classes of Shares; to issue
Shares to acquire other assets (including assets subject to, and in connection
with, the assumption of liabilities) and businesses; and to take such other
action with respect to the Shares as the Trustees may deem desirable. Shares
held in the treasury shall not confer any voting rights on the Trustees and
shall not be entitled to any dividends or other distributions declared with
respect to the Shares.

         Section 3. Investment in the Trust. The Trustees shall accept
investments in any Series or Class from such persons and on such terms as they
may from time to time authorize. At the Trustees' discretion, such investments,
subject to applicable law, may be in the form of cash or securities in which
that Series is authorized to invest, valued as provided in Article VI, Section
3.



                                       16
<PAGE>

Investments in a Series shall be credited to each Shareholder's account in the
form of full Shares at the Net Asset Value per Share next determined after the
investment is received or accepted as may be determined by the Trustees;
provided, however, that the Trustees may, in their sole discretion, (a) impose a
sales charge upon investments in any Series or Class, (b) issue fractional
Shares, (c) determine the Net Asset Value per Share of the initial capital
contribution or (d) authorize the issuance of Shares at a price other than Net
Asset Value to the extent permitted by the 1940 Act or any rule, order or
interpretation of the Commission thereunder. The Trustees shall have the right
to refuse to accept investments in any Series at any time without any cause or
reason therefor whatsoever.

         Section 4. Assets and Liabilities of Series. All consideration received
by the Trust for the issue or sale of Shares of a particular Series, together
with all assets in which such consideration is invested or reinvested, all
income, earnings, profits, and proceeds thereof (including any proceeds derived
from the sale, exchange or liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds in whatever form the same may
be), shall be held and accounted for separately from the assets of every other
Series and are referred to as "assets belonging to" that Series. The assets
belonging to a Series shall belong only to that Series for all purposes, and to
no other Series, subject only to the rights of creditors of that Series. Any
assets, income, earnings, profits, and proceeds thereof, funds, or payments
which are not readily identifiable as belonging to any particular Series shall
be allocated by the Trustees between and among one or more Series as the
Trustees deem fair and equitable. Each such allocation shall be conclusive and
binding upon the Shareholders of all Series for all purposes, and such assets,
earnings, income, profits or funds, or payments and proceeds thereof shall be
referred to as assets belonging to that Series. Separate and distinct records
shall be maintained for each Series and the assets held with respect to each
Series shall be held and accounted for separately from the assets held with
respect to all other Series and from any assets, income, earnings, profits, and
proceeds thereof, funds, or payments which are not readily identifiable as
belonging to any particular Series that are not allocated to such Series by the
Trustees in accordance with this Section 4. The assets belonging to a Series
shall be so recorded upon the books of the Trust, and shall be held by the
Trustees in trust for the benefit of the Shareholders of that Series. The assets
belonging to a Series shall be charged with the liabilities of that Series and
all expenses, costs, charges and reserves attributable to that Series, except
that liabilities and expenses allocated solely to a particular Class shall be
borne by that Class. Any general liabilities, expenses, costs, charges or
reserves of the Trust which are not readily identifiable as belonging to any
particular Series or Class shall be allocated and charged by the Trustees
between or among any one or more of the Series or Classes in such manner as the
Trustees deem fair and equitable. Each such allocation shall be conclusive and
binding upon the Shareholders of all Series or Classes for all purposes.

         Without limiting the foregoing, but subject to the right of the
Trustees to allocate general liabilities, expenses, costs, charges or reserves
as herein provided, (a) the debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to a particular
Series shall be enforceable against the assets of such Series only, and not
against the assets of any other Series or against the assets of the Trust
generally, and (b) none of the debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to the Trust
generally or any other Series thereof shall be enforceable against the assets of
such Series. Notice of this contractual limitation on liabilities among Series
shall be set forth in the



                                       17
<PAGE>

certificate of trust of the Trust (whether originally or by amendment) as filed
or to be filed in the Office of the Secretary of State of the State of Delaware
pursuant to the Delaware Act, and upon the giving of such notice in the
certificate of trust, the statutory provisions of Section 3804 of the Delaware
Act relating to limitations on liabilities among Series (and the statutory
effect under Section 3804 of setting forth such notice in the certificate of
trust) shall become applicable to the Trust and each Series. Any person
extending credit to, contracting with or having any claim against any Series may
look only to the assets of that Series to satisfy or enforce any debt, with
respect to that Series. No Shareholder or former Shareholder of any Series shall
have a claim on or any right to any assets allocated or belonging to any other
Series.

         Section 5. Ownership and Transfer of Shares. The Trust or a transfer or
similar agent for the Trust shall maintain a register containing the names and
addresses of the Shareholders of each Series and Class thereof, the number of
Shares of each Series and Class held by such Shareholders, and a record of all
Share transfers. The register shall be conclusive as to the identity of
Shareholders of record and the number of Shares held by them from time to time.
The Trustees may authorize the issuance of certificates representing Shares and
adopt rules governing their use. The Trustees may make rules governing the
transfer of Shares, whether or not represented by certificates. Except as
otherwise provided by the Trustees, Shares shall be transferable on the books of
the Trust only by the record holder thereof or by his duly authorized agent upon
delivery to the Trustees or the Trust's transfer agent of a duly executed
instrument of transfer, together with a Share certificate if one is outstanding,
and such evidence or the genuineness of each such execution and authorization
and of such other matters as may be required by the Trustees. Upon such
delivery, and subject to any further requirements specified by the Trustees or
contained in the By-Laws, the transfer shall be recorded on the books of the
Trust. Until a transfer is so recorded, the Shareholder of record of Shares
shall be deemed to be the holder of such Shares for all purposes hereunder and
neither the Trustees nor the Trust, nor any transfer agent or registrar or any
officer, employee or agent of the Trust, shall be affected by any notice of a
proposed transfer.

         Section 6. Status of Shares; Limitation of Shareholder Liability.
Shares shall be deemed to be personal property giving Shareholders only the
rights provided in this Declaration. Every Shareholder, by virtue of having
acquired a Share, shall be held expressly to have assented to and agreed to be
bound by the terms of this Declaration and to have become a party hereto. No
Shareholder shall be personally liable for the debts, liabilities, obligations
and expenses incurred by, contracted for, or otherwise existing with respect to,
the Trust or any Series. The death, incapacity, dissolution, termination or
bankruptcy of a Shareholder during the existence of the Trust shall not operate
to terminate the Trust, nor entitle the representative of any such Shareholder
to an accounting or to take any action in court or elsewhere against the Trust
or the Trustees, but entitles such representative only to the rights of such
Shareholder under this Trust. Ownership of Shares shall not entitle the
Shareholder to any title in or to the whole or any part of the Trust Property or
right to call for a partition or division of the same or for an accounting, nor
shall the ownership of Shares constitute the Shareholders as partners. Neither
the Trust nor the Trustees shall have any power to bind any Shareholder
personally or to demand payment from any Shareholder for anything, other than as
agreed by the Shareholder. Shareholders shall have the same limitation of
personal liability as is extended to shareholders of a private corporation for
profit incorporated in the State of Delaware. Every written obligation of the
Trust or any Series shall contain a statement to the effect that such obligation
may only be enforced against



                                       18
<PAGE>

the assets of the appropriate Series or all Series; however, the omission of
such statement shall not operate to bind or create personal liability for any
Shareholder or Trustee.

         Section 7. Other Securities. The Trustees may authorize and issue such
other securities of the Trust other than Shares as they determine to be
necessary, desirable or appropriate, having such terms, rights, preferences,
privileges, limitations and restrictions as the Trustees see fit, including
preferred interests, debt securities or other senior securities. To the extent
that the Trustees authorized and issue preferred shares of any Class or Series,
they are hereby authorized and empowered to amend or supplement this Declaration
as they deem necessary or appropriate, including to comply with the requirements
of the 1940 Act or requirements imposed by the rating agencies or other Persons,
all without the approval of Shareholders. Any such supplement or amendment shall
be filed as is necessary. The Trustees are also authorized to take such actions
and retain such persons as they see fit to offer and sell such securities.

                                   ARTICLE VI

                          DISTRIBUTIONS AND REDEMPTIONS

         Section 1. Distributions. The Trustees or a committee of one or more
Trustees may declare and pay dividends and other distributions, including
dividends on Shares of a particular Series and other distributions from the
assets belonging to that Series. No dividend or distribution, including, without
limitation, any distribution paid upon termination of the Trust or of any Series
(or Class) with respect to, nor any redemption or repurchase of, the Shares of
any Series (or Class) shall be effected by the Trust other than from the assets
held with respect to such Series, nor shall any Shareholder of any particular
Series otherwise have any right or claim against the assets held with respect to
any other Series except to the extent that such Shareholder has such a right or
claim hereunder as a Shareholder of such other Series. The Trustees shall have
full discretion to determine which items shall be treated as income and which
items as capital; and each such determination and allocation shall be conclusive
and binding upon the Shareholders. The amount and payment of dividends or
distributions and their form, whether they are in cash, Shares or other Trust
Property, shall be determined by the Trustees. Dividends and other distributions
may be paid pursuant to a standing resolution adopted once or more often as the
Trustees determine. Except as provided with respect to a particular Class in the
By-Laws or the resolutions establishing such Class, all dividends and other
distributions on Shares of a particular Series shall be distributed pro rata to
the Shareholders of that Series in proportion to the number of Shares of that
Series they held on the record date established for such payment. The Trustees
may adopt and offer to Shareholders such dividend reinvestment plans, cash
dividend payout plans or similar plans as the Trustees deem appropriate.

         Section 2. Redemptions. Except as provided with respect to a particular
Class in the By-Laws or the resolutions establishing such Class, Shares of the
Trust will not be redeemed or repurchased by the Trust, except as the Trustees
shall determine from time to time and the Trust shall be under no obligation to
redeem or repurchase Shares. The Trustees may specify conditions, prices, and
places of redemption, may specify binding requirements for the proper form or
forms of requests for redemption and may specify the amount of any redemption
fee to be withheld from redemption proceeds. Payment of the redemption price may
be wholly or partly in securities or other assets at the value of such
securities or assets used in such



                                       19
<PAGE>

determination of Net Asset Value, or may be in cash. Upon redemption, Shares
may be reissued from time to time. The Trustees may require Shareholders to
redeem Shares for any reason under terms set by the Trustees, including, but not
limited to, the failure of a Shareholder to supply a taxpayer identification
number if required to do so, or to have the minimum investment required, or to
pay when due for the purchase of Shares issued to him. To the extent permitted
by law, the Trustees may retain the proceeds of any redemption of Shares
required by them for payment of amounts due and owing by a Shareholder to the
Trust or any Series or Class or any governmental authority. Notwithstanding the
foregoing, the Trustees may postpone payment of the redemption price and may
suspend the right of the Shareholders to require any Series or Class to redeem
Shares during any period of time when and to the extent permissible under the
1940 Act.

         Section 3. Determination of Net Asset Value. The Trustees shall cause
the Net Asset Value of Shares of each Series or Class to be determined from time
to time in a manner consistent with applicable laws and regulations. The
Trustees may delegate the power and duty to determine Net Asset Value per Share
to one or more Trustees or officers of the Trust or to a custodian, depository
or other agent appointed for such purpose. The Net Asset Value of Shares shall
be determined separately for each Series or Class at such times as may be
prescribed by the Trustees or, in the absence of action by the Trustees, as of
the close of trading on the New York Stock Exchange on the last day of each
week.

         Section 4. Suspension of Right of Redemption. If, as referred to in
Section 2 of this Article, the Trustees postpone payment of the redemption price
and suspend the right of Shareholders to redeem their Shares, such suspension
shall take effect at the time the Trustees shall specify, but not later than the
close of business on the business day next following the declaration of
suspension. Thereafter Shareholders shall have no right of redemption or payment
until the Trustees declare the end of the suspension. If the right of redemption
is suspended, a Shareholder may withdraw his request for redemption.

                                  ARTICLE VII

                    SHAREHOLDERS' VOTING POWERS AND MEETINGS

         Section 1. Voting Powers. Subject to the voting rights established with
respect to a particular Class in the By-Laws or the resolutions establishing
such Class, the Shareholders shall have power to vote only with respect to (a)
the election of Trustees as provided in Section 2 of this Article; (b) the
removal of Trustees as provided in Article II, Section 5(a); (c) any investment
advisory or management contract to the extent required by the 1940 Act; (d) the
amendment of this Declaration to the extent and as provided in Article X,
Section 10; (e) the conversion of the Trust to an open-end investment company to
the extent provided in Article IX, Section 5; (f) the reorganization of the
Trust to the extent provided in Article IX, Section 6; (g) to approve a
transaction subject to Article IX, Section 7, and (h) such additional matters
relating to the Trust as may be required by the 1940 Act or any registration of
the Trust with the Commission or any State, or as the Trustees may consider
desirable.

         On any matter submitted to a vote of the Shareholders, all Shares shall
be voted by individual Series or Class, except (a) as provided with respect to a
particular Class in the By-



                                       20
<PAGE>

Laws or the resolutions establishing such Class, (b) when required by the 1940
Act, Shares shall be voted in the aggregate and not by individual Series or
Class, and (c) when the Trustees have determined that the matter affects the
interests of more than one Series or Class, then the Shareholders of all such
Series or Classes shall be entitled to vote thereon. As determined by the
Trustees without the vote or consent of shareholders and except as provided with
respect to a particular Class in the By-Laws or the resolutions establishing
such Class, on any matter submitted to a vote of Shareholders either (i) each
whole Share shall be entitled to one vote as to any matter on which it is
entitled to vote and each fractional Share shall be entitled to a proportionate
fractional vote or (ii) each dollar of net asset value (number of Shares owned
times net asset value per share of such Series or Class, as applicable) shall be
entitled to one vote on any matter on which such Shares are entitled to vote and
each fractional dollar amount shall be entitled to a proportionate fractional
vote. Without limiting the power of the Trustees in any way to designate
otherwise in accordance with the preceding sentence, the Trustees hereby
establish that each whole Share shall be entitled to one vote as to any matter
on which it is entitled to vote and each fractional Share shall be entitled to a
proportionate fractional vote. There shall be no cumulative voting in the
election of Trustees. Shares may be voted in person or by proxy or in any manner
provided for in the By-Laws. The By-Laws may provide that proxies may be given
by any electronic or telecommunications device or in any other manner, but if a
proposal by anyone other than the officers or Trustees is submitted to a vote of
the Shareholders of any Series or Class, or if there is a proxy contest or proxy
solicitation or proposal in opposition to any proposal by the officers or
Trustees, Shares may be voted only in person or by written proxy. Until Shares
of a Series are issued, as to that Series the Trustees may exercise all rights
of Shareholders and may take any action required or permitted to be taken by
Shareholders by law, this Declaration or the By-Laws. Meetings of Shareholders
shall be called and notice thereof and record dates therefor shall be given and
set as provided in the By-Laws.

         Section 2. Quorum; Required Vote. One-third of the Outstanding Shares
of each Series or Class, or one-third of the Outstanding Shares of the Trust,
entitled to vote in person or by proxy shall be a quorum for the transaction of
business at a Shareholders' meeting with respect to such Series or Class, or
with respect to the entire Trust, respectively. Any lesser number shall be
sufficient for adjournments. Any adjourned session of a Shareholders' meeting
may be held within a reasonable time without further notice. Except when a
larger vote is required by the 1940 Act, this Declaration or the By-Laws, a
majority of the Shares voting at a Shareholders' meeting in person or by proxy
shall decide any matters to be voted upon with respect to the entire Trust and a
plurality of such Shares shall elect a Trustee; provided, that if this
Declaration or applicable law permits or requires that Shares be voted on any
matter by individual Series or Classes, then a majority of the Shares of that
Series or Class (or, if required by law, a majority of the Shares outstanding
and entitled to vote of that Series or Class) voting at a Shareholders' meeting
in person or by proxy on the matter shall decide that matter insofar as that
Series or Class is concerned.

         Section 3. Record Dates. For the purpose of determining the
Shareholders of any Series (or Class) who are entitled to receive payment of any
dividend or of any other distribution, the Trustees may from time to time fix a
date, which shall be before the date for the payment of such dividend or such
other payment, as the record date for determining the Shareholders of such
Series (or Class) having the right to receive such dividend or distribution.
Without fixing a record date, the Trustees may for distribution purposes close
the register or transfer books for



                                       21
<PAGE>

one or more Series (or Classes) any time prior to the payment of a distribution.
Nothing in this Section shall be construed as precluding the Trustees from
setting different record dates for different Series (or Classes).

         Section 4. Additional Provisions. The By-Laws may include further
provisions for Shareholders' votes and meetings and related matters.

                                  ARTICLE VIII

                        EXPENSES OF THE TRUST AND SERIES

         Section 1. Payment of Expenses by the Trust. Subject to Article V,
Section 4, the Trust or a particular Series shall pay, or shall reimburse the
Trustees from the assets belonging to all Series or the particular Series, for
their expenses (or the expenses of a Class of such Series) and disbursements,
including, but not limited to, interest charges, taxes, brokerage fees and
commissions; expenses of issue, repurchase and redemption of Shares; insurance
premiums; applicable fees, interest charges and expenses of third parties,
including the Trust's investment advisers, managers, administrators,
distributors, custodians, transfer agents and fund accountants; fees of pricing,
interest, dividend, credit and other reporting services; costs of membership in
trade associations; telecommunications expenses; funds transmission expenses;
auditing, legal and compliance expenses; costs of forming the Trust and its
Series and maintaining its existence; costs of preparing and printing the
prospectuses of the Trust and each Series, statements of additional information
and Shareholder reports and delivering them to Shareholders; expenses of
meetings of Shareholders and proxy solicitations therefor; costs of maintaining
books and accounts; costs of reproduction, stationery and supplies; fees and
expenses of the Trustees; compensation of the Trust's officers and employees and
costs of other personnel performing services for the Trust or any Series; costs
of Trustee meetings; Commission registration fees and related expenses; state or
foreign securities laws registration fees and related expenses; and for such
non-recurring items as may arise, including litigation to which the Trust or a
Series (or a Trustee or officer of the Trust acting as such) is a party, and for
all losses and liabilities by them incurred in administering the Trust. The
Trustees shall have a lien on the assets belonging to the appropriate Series, or
in the case of an expense allocable to more than one Series, on the assets of
each such Series, prior to any rights or interests of the Shareholders thereto,
for the reimbursement to them of such expenses, disbursements, losses and
liabilities.

         Section 2. Payment of Expenses by Shareholders. The Trustees shall have
the power, as frequently as they may determine, to cause each Shareholder, or
each Shareholder of any particular Series, to pay directly, in advance or
arrears, for charges of the Trust's custodian or transfer, shareholder servicing
or similar agent, an amount fixed from time to time by the Trustees, by setting
off such charges due from such Shareholder from declared but unpaid dividends
owed such Shareholder and/or by reducing the number of Shares in the account of
such Shareholder by that number of full and/or fractional Shares which
represents the outstanding amount of such charges due from such Shareholder.


                                       22
<PAGE>

                                   ARTICLE IX

                                  MISCELLANEOUS

         Section 1. Trust Not a Partnership. This Declaration creates a trust
and not a partnership. No Trustee shall have any power to bind personally either
the Trust's officers or any Shareholder.

         Section 2. Trustee Action. The exercise by the Trustees of their powers
and discretion hereunder in good faith and with reasonable care under the
circumstances then prevailing shall be binding upon everyone interested. Subject
to the provisions of Article IV, the Trustees shall not be liable for errors of
judgment or mistakes of fact or law.

         Section 3. Record Dates. The Trustees may fix in advance a date up to
ninety (90) days before the date of any Shareholders' meeting, or the date for
the payment of any dividends or other distributions, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
Shares shall go into effect as a record date for the determination of the
Shareholders entitled to notice of, and to vote at, any such meeting, or
entitled to receive payment of such dividend or other distribution, or to
receive any such allotment of rights, or to exercise such rights in respect of
any such change, conversion or exchange of Shares.

         Section 4. Termination of the Trust.

                  (a) This Trust shall have perpetual existence subject to the
provisions of this Section 4.

                  (b) The Trust or any Series or Class thereof may be dissolved
and terminated by the affirmative vote of not less than three-quarters of the
Trustees then in office by written notice to the Shareholders.

                  (c) In connection with subsection (b) or to the extent
appropriate in connection with a reorganization as provided in Article IX,
Section 6, upon making reasonable provision for the payment of all known
liabilities of all Series or any affected Series or Classes, by such assumption
or otherwise, the Trustees shall distribute the remaining proceeds or assets (as
the case may be) ratably among the Shareholders of all Series or any affected
Series or Classes; however, the payment to any particular Class of such Series
may be reduced by any fees, expenses or charges allocated to that Class.

                  (d) Upon completion of the distribution of the remaining
proceeds or assets pursuant to subsection (c) above, the Trust or affected
Series or Classes shall terminate and the Trustees and the Trust shall be
discharged of any and all further liabilities and duties hereunder with respect
thereto and the right, title and interest of all parties therein shall be
canceled and discharged. Upon termination of the Trust, following completion of
winding up of its business, the Trustees shall cause a certificate of
cancellation of the Trust's certificate of trust to be filed in accordance with
the Delaware Act, which certificate of cancellation may be signed by any one
Trustee.


                                       23
<PAGE>

         Section 5. Conversion to an Open-End Investment Company.
Notwithstanding any other provisions of this Declaration or the By-Laws of the
Trust, a favorable vote of a majority of the Trustees then in office followed by
the favorable vote of the holders of not less than three-quarters of the Shares
of each affected class or series outstanding, voting as separate classes or
series, shall be required to approve, adopt or authorize an amendment to this
Declaration that makes the Shares a "redeemable security" as that term is
defined in the 1940 Act, unless such amendment has been approved by
three-quarters of the Trustees, in which case approval by a vote of a majority
of the Shares outstanding and entitled to vote shall be required. Upon the
adoption of a proposal to convert the Trust from a "closed-end company" to an
"open-end company" as those terms are defined by the 1940 Act and the necessary
amendments to this Declaration to permit such a conversion of the Trust's
outstanding Shares entitled to vote, the Trust shall, upon complying with any
requirements of the 1940 Act and state law, become an "open-end" investment
company. Such affirmative vote or consent shall be in addition to the vote or
consent of the holders of the Shares otherwise required by law, or any agreement
between the Trust and any national securities exchange.

         Section 6. Reorganization.

                  (a) Except as provided in clause (b) of this Section 6 or in
Section 7 of this Article IX, subject to the affirmative vote of not less than
three-quarters of the Outstanding Shares and entitled to vote of the Trust or
any affected Series, the Trust may merge or consolidate with any other
corporation, association, trust or other organization or may sell, lease or
exchange all or substantially all of the Trust Property or the property,
including its good will, upon such terms and conditions and for such
consideration when and as authorized by a majority of the Trustees; provided
however, if at least three-quarters of the Trustees then in office have approved
such transaction, then the actions may be approved by the affirmative vote of a
majority of the Outstanding Shares entitled to vote of the Trust or the affected
Series.

                  (b) Notwithstanding anything else herein, to change the
Trust's form or place of organization the Trustees may, without Shareholder
approval unless such approval is required by applicable law, (i) cause the Trust
to merge or consolidate with or into one or more entities, if the surviving or
resulting entity is the Trust or any other corporation, association, trust or
other organization, or a series thereof, (ii) cause the Shares to be exchanged
under or pursuant to any state or federal statute to the extent permitted by
law, or (iii) cause the Trust to incorporate under the laws of Delaware or any
other U.S. jurisdiction. Any agreement of merger or consolidation or certificate
of merger may be signed by a majority of Trustees and facsimile signatures
conveyed by electronic or telecommunication means shall be valid.

                  (c) Pursuant to and in accordance with the provisions of
Section 3815(f) of the Delaware Act, an agreement of merger or consolidation
approved by the Trustees, and if applicable, Shareholders in accordance with
this Section 6 may effect any amendment to the Declaration or effect the
adoption of a new trust instrument of the Trust if it is the surviving or
resulting trust in the merger or consolidation.

                  (d) The Trustees may create one or more statutory trusts to
which all or any part of the assets, liabilities, profits or losses of the Trust
or any Series or Class thereof may be transferred and may provide for the
conversion of Shares in the Trust or any Series or Class


                                       24
<PAGE>
thereof into beneficial interests in any such newly created trust or trusts or
any series or classes thereof.

         Section 7. Certain Transactions.

                  (a) Notwithstanding any other provision of this Declaration
and subject to the exceptions provided in paragraph (d) of this Section, the
types of transactions described in paragraph (c) of this Section shall require
the affirmative vote or consent of a majority of the Trustees then in office
followed by the affirmative vote or consent of holders of not less than
three-quarters of the Shares of each affected class or series outstanding, votes
voting as separate classes or series, when a Principal Shareholder (as defined
in paragraph (b) of this Section) is a party to the transaction. Such
affirmative vote or consent shall be in addition to the vote or consent of the
holders of Shares otherwise required by law or by the terms of any class or
series of preferred stock, whether now or hereafter authorized, or any agreement
between the Trust and any national securities exchange.

                  (b) The term "Principal Shareholder" shall mean any
corporation, Person or other entity which is the beneficial owner, directly or
indirectly, of five percent (5%) or more of the outstanding Shares of any class
or series and shall include any affiliate or associates, as such terms are
defined in clause (ii) below, of a Principal Shareholder. For the purpose of
this Section, in addition to the Shares which a corporation, Person or other
entity beneficially owns directly, (a) any corporation, Person or other entity
shall be deemed to be the beneficial owner of any Shares (i) which it has the
right to acquire pursuant to any agreement or upon exercise of conversion rights
or warrants, or otherwise (but excluding share options granted by the Trust) or
(ii) which are beneficially owned, directly or indirectly (including Shares
deemed owned through application of clause (i) above, by any other corporation,
Person or entity with which its "affiliate" or "associate" (as defined below)
has any agreement, arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of Shares, of which is its "affiliate" or
"associate" as those terms are defined in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, and (b) the outstanding
Shares shall include Shares deemed owned through application of clauses (i) and
(ii) above but shall not include any other Shares which may be issuable pursuant
to any agreement, or upon exercise of conversion rights or warrants, or
otherwise.

                  (c) This Section shall apply to the following transactions:

                           (i) The merger or consolidation of the Trust or any
                  subsidiary of the Trust with or into any Principal
                  Shareholder.

                           (ii) The issuance of any securities of the Trust to
                  any Principal Shareholder for such (other than pursuant to any
                  automatic dividend reinvestment plan).

                           (iii) The sale, lease or exchange to the Trust or any
                  subsidiary thereof, in exchange for securities of the Trust,
                  of any assets of any Principal Shareholder (except assets
                  having an aggregate fair market value of less than $1,000,000,



                                       25
<PAGE>

                  aggregating for the purpose of such computation all assets
                  sold, leased or exchanged in any series of similar
                  transactions within a twelve-month period.)

                           (iv) The sale, lease or exchange to the Trust or any
                  subsidiary thereof, in exchange for securities of the Trust,
                  of any assets of any Principal Shareholder (except assets
                  having an aggregate fair market value of less than $1,000,000,
                  aggregating for the purposes of such computation all assets
                  sold, leased or exchanged in any series of similar
                  transactions within a twelve-month period).

                  (d) The provisions of this Section shall not be applicable to
(i) any of the transactions described in paragraph (c) of this Section if
three-quarters of the Trustees shall by resolution have approved a memorandum of
understanding with such Principal Shareholder with respect to and substantially
consistent with such transaction, in which case approval by the vote of a
majority of the Shares outstanding and entitled to vote shall be the only vote
of Shareholders required by this Section, or (ii) any such transaction with any
entity of which a majority of the outstanding shares of all classes and series
of a stock normally entitled to vote in elections of directors is owner of
record or beneficially by the Trust and its subsidiaries.

                  (e) The Board of Trustees shall have the power and duty to
determine for the purposes of this Section on the basis of information known to
the Trust whether (i) a corporation, person or entity beneficially owns five
percent (5%) or more of the outstanding Shares of any class or series, (ii) a
corporation, person or entity is an "affiliate" or "associate" (as defined
above) of another, (iii) the assets being acquired or leased to or by the Trust
or any subsidiary thereof constitute a substantial part of the assets of the
Trust and have an aggregate fair market value of less than $1,000,000, and (iv)
the memorandum of understanding referred to in paragraph (d) hereof is
substantially consistent with the transaction covered thereby. Any such
determination shall be conclusive and binding for all purposes of this Section.

         Section 8. Declaration of Trust. The original or a copy of this
Declaration of Trust and of each amendment hereto or Declaration of Trust
supplemental shall be kept at the office of the Trust where it may be inspected
by any Shareholder. Anyone dealing with the Trust may rely on a certificate by a
Trustee or an officer of the Trust as to the authenticity of the Declaration of
Trust or any such amendments or supplements and as to any matters in connection
with the Trust. The masculine gender herein shall include the feminine and
neuter genders. Headings herein are for convenience only and shall not affect
the construction of this Declaration of Trust. This Declaration of Trust may be
executed in any number of counterparts, each of which shall be deemed an
original.

         Section 9. Applicable Law. This Declaration and the Trust created
hereunder are governed by and construed and administered according to the
Delaware Act and the applicable laws of the State of Delaware; provided,
however, that there shall not be applicable to the Trust, the Trustees or this
Declaration of Trust (a) the provisions of Section 3540 of Title 12 of the
Delaware Code, or (b) any provisions of the laws (statutory or common) of the
State of Delaware (other than the Delaware Act) pertaining to trusts which
relate to or regulate (i) the filing with any court or governmental body or
agency of trustee accounts or schedules of trustee fees and charges, (ii)
affirmative requirements to post bonds for trustees, officers, agents or
employees of a trust, (iii) the necessity for obtaining court or other
governmental approval concerning the



                                       26
<PAGE>

acquisition, holding or disposition of real or personal property, (iv) fees or
other sums payable to trustees, officers, agents or employees of a trust, (v)
the allocation of receipts and expenditures to income or principal, (vi)
restrictions or limitations on the permissible nature, amount or concentration
of trust investments or requirements relating to the titling, storage or other
manner of holding of trust assets, or (vii) the establishment of fiduciary or
other standards of responsibilities or limitations on the acts or powers of
trustees, which are inconsistent with the limitations or liabilities or
authorities and powers of the Trustees set forth or referenced in this
Declaration. The Trust shall be of the type commonly called a Delaware statutory
trust, and, without limiting the provisions hereof, the Trust may exercise all
powers which are ordinarily exercised by such a trust under Delaware law. The
Trust specifically reserves the right to exercise any of the powers or
privileges afforded to trusts or actions that may be engaged in by trusts under
the Delaware Act, and the absence of a specific reference herein to any such
power, privilege or action shall not imply that the Trust may not exercise such
power or privilege or take such actions.

         Section 10. Amendments.

                  (a) The Trustees may, without any Shareholder vote, amend or
otherwise supplement this Declaration by making an amendment, a Declaration of
Trust supplemental hereto or an amended and restated trust instrument; provided,
that Shareholders shall have the right to vote on any amendment (a) which would
affect the voting rights of Shareholders granted in Article VII, Section l, (b)
to this Section 10, (c) required to be approved by Shareholders by the 1940 Act
or by the Trust's registration statement(s) filed with the Commission or any
State, and (d) submitted to them by the Trustees in their discretion. Any
amendment submitted to Shareholders which the Trustees determine would affect
the Shareholders of any Series shall be authorized by vote of the Shareholders
of such Series and no vote shall be required of Shareholders of a Series not
affected. Notwithstanding anything else herein, any amendment to Article IV
which would have the effect of reducing the indemnification and other rights
provided thereby to Trustees, officers, employees, and agents of the Trust or to
Shareholders or former Shareholders, and any repeal or amendment of this
sentence shall each require the affirmative vote of the holders of two-thirds of
the Outstanding Shares of the Trust entitled to vote thereon and no such
amendment shall effect the right to indemnification of any person who is no
longer a Trustee, Officer or employee or agent at the time of such amendment or
of any person with respect to any act or omission taken or omitted prior to the
adoption or enactment of such amendment or repeal.

                  (b) The Trustees may not amend this Declaration of Trust to
eliminate the rights of Shareholders of any Class or Series as set forth in this
Section 10(b) to vote on any amendment of this Declaration of Trust or the
By-Laws or alter or amend the percentage of voting Shares required to approve
any amendment or action which requires a specific Shareholder vote under this
Declaration of Trust or the By-Laws unless an equivalent vote has authorized
such an amendment of the Declaration of Trust or By-Laws. Any amendment which
adversely affects the holders of one or more Classes or Series of Shares shall
require a vote of the Shareholders holding a majority of the Shares of each
Class or Series so adversely affected and entitled to vote thereon and no vote
of Shareholders of any Class or Series not so adversely affected shall be
required, except that any amendment of any provision of Article IX, Sections 5,
6 or 7 shall require the vote of the Shareholders holding three-quarters of the
Shares of each


                                       27
<PAGE>

Class and Series entitled to vote thereon, regardless of the percentage of
Trustees recommending such amendment.

         Section 11. Derivative Actions. In addition to the requirements set
forth in Section 3816 of the Delaware Act, a Shareholder may bring a derivative
action on behalf of the Trust only if the following conditions are met:

                  (a) The Shareholder or Shareholders must make a pre-suit
demand upon the Trustees to bring the subject action unless an effort to cause
the Trustees to bring such an action is not likely to succeed. For purposes of
this Section 11(a), a demand on the Trustees shall only be deemed not likely to
succeed and therefore excused if a majority of the Board of Trustees, or a
majority of any committee established to consider the merits of such action, is
composed of Trustees who are not "independent trustees" (as that term is defined
in the Delaware Act).

                  (b) Unless a demand is not required under paragraph (a) of
this Section 11, Shareholders eligible to bring such derivative action under the
Delaware Act who hold at least 10% of the Outstanding Shares of the Trust, or
10% of the Outstanding Shares of the Series or Class to which such action
relates, shall join in the request for the Trustees to commence such action; and

                  (c) Unless a demand is not required under paragraph (a) of
this Section 11, the Trustees must be afforded a reasonable amount of time to
consider such shareholder request and to investigate the basis of such claim.
The Trustees shall be entitled to retain counsel or other advisers in
considering the merits of the request and shall require an undertaking by the
Shareholders making such request to reimburse the Trust for the expense of any
such advisers in the event that the Trustees determine not to bring such action.

                  For purposes of this Section 11, the Board of Trustees may
designate a committee of one Trustee to consider a Shareholder demand if
necessary to create a committee with a majority of Trustees who are independent
trustees.

         Section 12. Fiscal Year. The fiscal year of the Trust shall end on a
specified date as set forth in the By-Laws. The Trustees may change the fiscal
year of the Trust without Shareholder approval.

         Section 13. Severability. The provisions of this Declaration are
severable. If the Trustees determine, with the advice of counsel, that any
provision hereof conflicts with the 1940 Act, the regulated investment company
provisions of the Internal Revenue Code or with other applicable laws and
regulations, the conflicting provision shall be deemed never to have constituted
a part of this Declaration; provided, however, that such determination shall not
affect any of the remaining provisions of this Declaration or render invalid or
improper any action taken or omitted prior to such determination. If any
provision hereof shall be held invalid or unenforceable in any jurisdiction,
such invalidity or unenforceability shall attach only to such provision only in
such jurisdiction and shall not affect any other provision of this Declaration.

                  {REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.}


                                       28
<PAGE>

         IN WITNESS WHEREOF, the undersigned being all the Trustees of the Trust
have executed this instrument as Trustee and not individually and as of the date
first written above.

                                       /s/ John P. Calamos
                                       ---------------------------------------
                                       John P. Calamos

                                       /s/ Nick P. Calamos
                                       ---------------------------------------
                                       Nick P. Calamos

                                       /s/ Stephen B. Timbers
                                       ---------------------------------------
                                       Stephen B. Timbers

                                       /s/ Joe F. Hanauer
                                       ---------------------------------------
                                       Joe F. Hanauer

                                       /s/ Weston W. Marsh
                                       ---------------------------------------
                                       Weston W. Marsh

                                       /s/ John E. Neal
                                       ---------------------------------------
                                       John E. Neal

                                       /s/ William Rybak
                                       ---------------------------------------
                                       William Rybak



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A.2
<SEQUENCE>4
<FILENAME>c84171exv99waw2.txt
<DESCRIPTION>CERTIFICATE OF TRUST
<TEXT>
<PAGE>
                                                                     EXHIBIT a.2

                              CERTIFICATE OF TRUST

                                       OF

                        CALAMOS GLOBAL TOTAL RETURN FUND

         The undersigned, constituting all of the members of the Board of
Trustees of the Calamos Global Total Return Fund (the "Trust"), in order to form
a Delaware statutory trust pursuant to Section 3810 of the Delaware Statutory
Trust Act, hereby certifies the following:

         1. The name of the Delaware statutory trust is Calamos Global Total
Return Fund.

         2. Prior to the issuance of beneficial interests, the Trust will become
a registered investment company under the Investment Company Act of 1940, as
amended.

         3. Notice is hereby given that pursuant to Section 3804 of the Delaware
Statutory Trust Act, the debts, liabilities, obligations and expenses incurred,
contracted for or otherwise existing with respect to a particular series of the
Trust shall be enforceable against the assets of such series only and not
against the assets of the Trust generally or any other series thereof, and,
unless otherwise provided in the governing instrument of the Trust, none of the
debts, liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to the Trust generally or any other series
thereof shall be enforceable against the assets of such series.

         4. The registered office of the Trust in Delaware is c/o The
Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

         5. The registered agent for service of process on the Trust is The
Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

         6. This Certificate of Trust shall be effective on the date it is filed
with the Office of the Delaware Secretary of State.

         IN WITNESS WHEREOF, the undersigned Trustee of the Trust has executed
this Certificate as of the 12th day of March, 2004.

/s/ John P. Calamos                      /s/ Weston W. Marsh
- -------------------------                -----------------------------
John P. Calamos                          Weston W. Marsh
Trustee                                  Trustee

/s/ Nick P. Calamos                      /s/ John E. Neal
- -------------------------                -----------------------------
Nick P. Calamos                          John E. Neal
Trustee                                  Trustee

/s/  Stephen B. Timbers                  /s/ William Rybak
- -------------------------                -----------------------------
Stephen B. Timbers                       William Rybak
Trustee                                  Trustee

/s/ Joe F. Hanauer
- -------------------------
Joe F. Hanauer
Trustee



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.B
<SEQUENCE>5
<FILENAME>c84171exv99wb.txt
<DESCRIPTION>BY-LAWS
<TEXT>
<PAGE>
                                                                       EXHIBIT b

                                     BY-LAWS
                                       OF
                        CALAMOS GLOBAL TOTAL RETURN FUND

                                   ARTICLE 1


         1.1 Agreement and Declaration of Trust. These By-Laws shall be subject
to the Agreement and Declaration of Trust, as from time to time amended,
supplemented or restated (the "Declaration of Trust") of Calamos Global Total
Return Fund (the "Trust"), a Delaware statutory trust established by the
Declaration of Trust.

         1.2 Definitions. Unless otherwise defined herein, the terms used herein
have the respective meanings given them in the Declaration of Trust.

                                   ARTICLE 2

                                    OFFICES

         2.1 Principal Office. The principal office of the Trust shall be
located at 1111 East Warrenville Road, Naperville, Illinois 60593-1493, or such
other location as the Trustees may from time to time determine.

         2.2 Other Offices. The Trust may have offices in such other places
without as well as within the State of Delaware as the Trustees may from time to
time determine.

         2.3 Registered Office and Registered Agent. The registered office of
the Trust shall be located in the City of Wilmington, State of Delaware or such
other location within the State of Delaware as the Trustees may from time to
time determine. The Board of Trustees shall establish a registered office in the
State of Delaware and shall appoint a registered agent for service of process in
the State of Delaware for the Trust as provided in the Delaware Statutory Trust
Act, 12 Del. C. ss. 3807, as amended from time to time.

                                   ARTICLE 3

                                  SHAREHOLDERS

         3.1 Annual Meetings. Annual meetings of the Shareholders of the Trust
or a Series or Class thereof shall be held on such date and at such place within
or without the State of Delaware as the Trustees shall designate.

         3.2 Special Meetings.

                  (a) Special meetings of the Shareholders may be called at any
         time by the Chairman, the President or the Trustees. Subject to
         subsection (c) of this Section 3.2, a special meeting of Shareholders
         shall also be called by the Secretary of the Trust upon the written
         request of the Shareholders entitled to cast not less than a majority
         of all the votes entitled to be cast at such meeting.


<PAGE>

                  (b) Any Shareholder of record seeking to have Shareholders
         request a special meeting shall, by sending written notice to the
         Secretary (the "Record Date Request Notice") by registered mail, return
         receipt requested, request the Trustees to fix a record date to
         determine the Shareholders entitled to request a special meeting (the
         "Requested Record Date"). The Record Date Request Notice shall set
         forth the purpose of the meeting and the matters proposed to be acted
         on at it, shall be signed by one or more Shareholders of record as of
         the date of signature (or their duly authorized agents), shall bear the
         date of signature of each such Shareholder (or other agent) and shall
         set forth all information relating to each such Shareholder that must
         be disclosed in solicitations of proxies for election of trustees in an
         election contest (even if an election contest is not involved), or is
         otherwise required, in each case pursuant to Regulation 14A under the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
         Rule 14a-11 thereunder. Upon receiving the Record Date Request Notice,
         the Trustees may fix a Requested Record Date. The Requested Record Date
         shall not precede and shall not be more than ten (10) days after the
         close of business on the date on which the resolution fixing the
         Requested Record Date is adopted by the Trustees. If the Trustees,
         within thirty (30) days after the date on which a valid Record Date
         Request Notice is received, fail to adopt a resolution fixing the
         Requested Record Date and make a public announcement of such Requested
         Record Date, the Requested Record Date shall be the close of business
         on the 30th day after the first date on which the Record Date Request
         Notice is received by the Secretary.

                  (c) In order for any Shareholder to request a special meeting,
         one or more written requests for a special meeting signed by
         Shareholders of record (or their duly authorized agents) as of the
         Requested Record Date entitled to cast not less than a majority (the
         "Special Meeting Percentage") of all of the votes entitled to be cast
         at such meeting (the "Special Meeting Request") shall be delivered to
         the Secretary. In addition, the Special Meeting Request shall set forth
         the purpose of the meeting and the matters proposed to be acted on at
         it (which shall be limited to the matters set forth in the Record Date
         Request Notice received by the Secretary), shall bear the date of
         signature of each such Shareholder (or other agent) signing the Special
         Meeting Request, shall set forth the name and address, as they appear
         in the Trust's books, of each Shareholder signing such request (or on
         whose behalf the Special Meeting Request is signed) and the class and
         number of shares of the Trust which are owned of record and
         beneficially by each such Shareholder, shall be sent to the Secretary
         by registered mail, return receipt requested, and shall be received by
         the Secretary within sixty (60) days after the Request Record Date. Any
         requesting Shareholder may revoke his, her or its request for a special
         meeting at any time by written revocation delivered to the Secretary.

                  (d) The Secretary shall inform the requesting Shareholders of
         the reasonably estimated cost of preparing and mailing the notice of
         meeting (including the Trust's proxy materials). The Secretary shall
         not be required to call a special meeting upon Shareholder request and
         such meeting shall not be held unless, in addition to the documents
         required by paragraphs (b) and (c) of this Section 3.2, the Secretary
         receives payment of such reasonably estimated cost prior to the mailing
         of any notice of the meeting.



                                       2
<PAGE>

                  (e) Except as provided in the next sentence, any special
         meeting shall be held at such place, date and time as may be designated
         by the President, Chairman or Trustees, whoever has called the meeting.
         In the case of any special meeting called by the Secretary upon the
         request of Shareholders (a "Shareholder Requested Meeting"), such
         meeting shall be held at such place, date and time as may be designated
         by the Trustees; PROVIDED, however, that the date of any Shareholder
         Requested Meeting shall be not more than ninety (90) days after the
         record date for such meeting (the "Meeting Record Date"); and PROVIDED
         FURTHER that if the Trustees fail to designate, within thirty (30) days
         after the date that a valid Special Meeting Request is actually
         received by the Secretary (the "Delivery Date"), a date and time for a
         Shareholder Requested Meeting, then such meeting shall be held at 2:00
         p.m. Central Time on the 90th day after the date the request for such
         meeting is actually received by the Trust or, if such 90th day is not a
         Business Day (as defined below), on the first preceding Business Day;
         and PROVIDED FURTHER that in the event that the Trustees fail to
         designate a place for a Shareholder Requested Meeting within thirty
         (30) days after the Delivery Date, then such meeting shall be held at
         the principal office of the Trust. In fixing a date for any special
         meeting, the President, Chairman or Trustees may consider such factors
         as he, she, or they deem(s) relevant within the good faith exercise of
         business judgment, including, without limitation, the nature of the
         matters to be considered, the facts and circumstances surrounding any
         request for a meeting and any plan of the Trustees to call an annual
         meeting or a special meeting. In the case of any Shareholder Requested
         Meeting, if the Trustees fail to fix a Meeting Record Date that is a
         date within thirty (30) days after the Delivery Date, then the close of
         business on the 30th day after the Delivery Date shall be the Meeting
         Record Date.

                  (f) If at any time as a result of written revocations of
         requests for the special meeting, Shareholders of record (or their duly
         authorized agents) as of the Request Record Date entitled to cast less
         than the Special Meeting Percentage shall have delivered and not
         revoked requests for a special meeting, the Secretary may refrain from
         mailing the notice of the meeting or, if the notice of the meeting has
         been mailed, the Secretary may revoke the notice of the meeting at any
         time before ten (10) days prior to the meeting if the Secretary has
         first sent to all other requesting Shareholders written notice of such
         revocation and of intention to revoke the notice of the meeting. Any
         request for a special meeting received after a revocation by the
         Secretary of a notice of a meeting shall be considered a request for a
         new special meeting.

                  (g) The Chairman, the President or the Trustees may appoint
         regionally or nationally recognized independent inspectors of elections
         to act as the agent of the Trust for the purpose of promptly performing
         a ministerial review of the validity of any purported Special Meeting
         Request received by the Secretary. For the purpose of permitting the
         inspectors to perform such review, no such purported request shall be
         deemed to have been delivered to the Secretary until the earlier of (i)
         five (5) Business Days after receipt by the Secretary of such purported
         request and (ii) such date as the independent inspectors certify to the
         Trust that the valid requests received by the Secretary represent at
         least a majority of the issued and outstanding shares of stock that
         would be entitled to vote at such meeting. Nothing contained in this
         paragraph (g) shall in any way be construed to suggest or imply that
         the Trust or any Shareholder shall not be



                                       3
<PAGE>

         entitled to contest the validity of any request, whether during or
         after such five (5) Business Day period, or to take any other action
         (including, without limitation, the commencement, prosecution or
         defense of any litigation with respect thereto, and the seeking of
         injunctive relief in such litigation).

         3.3 Business Day. For purposes of these By-Laws, "Business Day" shall
mean any day other than a Saturday, a Sunday or a day on which banking
institutions in the State of New York are authorized or obligated by law or
executive order to close.

         3.4 Notice of Meetings. Notice of all meetings of the Shareholders,
stating the time, place and purposes of the meeting, shall be given by the
Trustees by mail or telegraphic or electronic means to each Shareholder at the
Shareholder's address as recorded on the register of the Trust mailed at least
ten (10) days and not more than ninety (90) days before the meeting, PROVIDED,
HOWEVER, that notice of a meeting need not be given to a Shareholder to whom
such notice need not be given under the proxy rules of the Commission under the
1940 Act and the Exchange Act; and PROVIDED, FURTHER, that notice of any
Shareholder Requested Meeting shall be provided in a manner and time consistent
with Section 3.2(e). Only the business stated in the notice of the meeting shall
be considered at such meeting. Any adjourned meeting may be held and adjourned
without further notice. No notice need be given to any Shareholder who shall
have failed to inform the Trust of his current address or if a written waiver of
notice, executed before or after the meeting by the Shareholder who shall have
failed to inform the Trust of his current address or if a written waiver of
notice, executed before or after the meeting by the Shareholder or his attorney
thereunto authorized, is filed with the records of the meeting.

         3.5 Record Date for Meetings and Other Purposes. Except as provided in
Section 3.2, for the purpose of determining the Shareholders who are entitled to
notice of and to vote at any meeting, or to participate in any distribution, or
for the purpose of any other action, the Trustees may from time to time close
the transfer books for such period, not exceeding thirty (30) days, as the
Trustees may determine; or without closing the transfer books the Trustees may
fix a date not more than ninety (90) days prior to the date of any meeting of
Shareholders or distribution or other action as a record date for the
determination of the persons to be treated as Shareholders of record for such
purposes, except for dividend payments which shall be governed by the
Declaration of Trust.

         3.6 Proxies. At any meeting of Shareholders, any holder of Shares
entitled to vote thereat may vote by proxy, provided that no proxy shall be
voted at any meeting unless it shall have been placed on file with the
Secretary, or with such other officer or agent of the Trust as the Secretary may
direct, for verification prior to the time at which such vote shall be taken. A
proxy shall be deemed signed if the Shareholder's name is placed on the proxy,
(whether by manual signature, typewriting, telegraphic transmission, facsimile,
other electronic means or otherwise) by the Shareholder or the Shareholder's
attorney-in-fact. Proxies may be recorded by any electronic, telephonic,
internet or other telecommunication device except as otherwise provided in the
Declaration of Trust. The placing of a Shareholder's name on a proxy pursuant to
telephonic or electronically transmitted instructions pursuant to procedures
reasonably designed to verify that such instructions have been authorized by the
Shareholder shall constitute execution of the proxy by or on behalf of the
Shareholder. Proxies may be solicited in the name



                                       4
<PAGE>

of one or more Trustees or one or more of the officers of the Trust. Only
Shareholders of record shall be entitled to vote. As determined by the Trustees
without the vote or consent of Shareholders, on any matter submitted to a vote
of Shareholders each whole Share shall be entitled to one vote as to any matter
on which it is entitled to vote and each fractional Share shall be entitled to a
proportionate fractional vote. Without limiting their power to designate
otherwise in accordance with the preceding sentence, the Trustees have
established in the Declaration of Trust that each whole share shall be entitled
to one vote as to any matter on which it is entitled by the Declaration of Trust
to vote and fractional shares shall be entitled to a proportionate fractional
vote. When any Share is held jointly by several persons, any one of them may
vote at any meeting in person or by proxy in respect of such Share, but if more
than one of them shall be present at such meeting in person or by proxy, and
such joint owners or their proxies so present disagree as to any vote to be
cast, such vote shall not be received in respect of such Share. A proxy,
including a photographic or similar reproduction thereof and a telegram,
cablegram, wireless or similar transmission thereof, purporting to be executed
by or on behalf of a Shareholder shall be deemed valid unless challenged at or
prior to its exercise, and the burden of proving invalidity shall rest on the
challenger. If the holder of any such share is a minor or a person of unsound
mind, and subject to guardianship or the legal control of any other person as
regards the charge or management of such Share, he may vote by his guardian or
such other person appointed or having such control, and such vote may be given
in person or by proxy. Except as otherwise provided herein or in the Declaration
of Trust or the Delaware Statutory Trust Act, 12 Del. C. ss.ss. 3801 et seq.,
all matters relating to the giving, voting or validity of proxies shall be
governed by the General Corporation Law of the State of Delaware relating to
proxies, and judicial interpretations thereunder, as if the Trust were a
Delaware corporation and the Shareholders were shareholders of a Delaware
corporation.

         3.7 Inspection of Books. The Trustees shall from time to time determine
whether and to what extent, and at what times and places, and under what
conditions and regulations the accounts and books of the Trust or any of them
shall be open to the inspection of the Shareholders; and no Shareholder shall
have any right to inspect any account or book or document of the Trust except as
conferred by law or otherwise by the Trustees or by resolution of the
Shareholders.

         3.8 Application of This Article. Meetings of Shareholders shall consist
of Shareholders of any Series (or Class thereof) or of all Shareholders, as
determined pursuant to the Declaration of Trust, and this Article 3 shall be
construed accordingly.

         3.9 Nominations and Proposals by Shareholders.

                  (a) Annual Meetings of Shareholders.

                           (1) Nominations of persons for election as a Trustee
                  and the proposal of business to be considered by the
                  Shareholders may be made at an annual meeting of Shareholders
                  (i) pursuant to the Trust's notice of meeting, (ii) by or at
                  the direction of the Trustees or (iii) by any Shareholder of
                  the Trust who was a Shareholder of record both at the time of
                  giving of notice provided for in this Section 3.9(a) and at
                  the time of the annual meeting, who is entitled to vote at the



                                       5
<PAGE>

                  meeting and who complied with the notice procedures set forth
                  in this Section 3.9(a).

                           (2) For nominations for election to the Trustees or
                  other business to be properly brought before an annual meeting
                  by a Shareholder pursuant to clause (iii) of paragraph (a)(1)
                  of this Section 3.9, the Shareholder must have given timely
                  notice thereof in writing to the Secretary of the Trust and
                  such other business must otherwise be a proper matter for
                  action by Shareholders. To be timely, a Shareholder's notice
                  must be delivered to the Secretary at the principal executive
                  office of the Trust by not later than the close of business on
                  the 90th day prior to the first anniversary of the date of
                  mailing of the notice for the preceding year's annual meeting
                  nor earlier than the close of business on the 120th day prior
                  to the first anniversary of the date of mailing of the notice
                  for the preceding year's annual meeting; provided, however,
                  that in the event that the date of the mailing of the notice
                  for the annual meeting is advanced or delayed by more than
                  thirty (30) days from the anniversary date of the mailing of
                  the notice for the preceding year's annual meeting, notice by
                  the Shareholder to be timely must be so delivered not earlier
                  than the close of business on the 120th day prior to the date
                  of mailing of the notice for such annual meeting and not later
                  than the close of business on the later of the 90th day prior
                  to the date of mailing of the notice for such annual meeting
                  or the 10th day following the day on which public announcement
                  of the date of mailing of the notice for such meeting is first
                  made by the Trust. In no event shall the public announcement
                  of a postponement of the mailing of the notice for such annual
                  meeting or of an adjournment or postponement of an annual
                  meeting to a later date or time commence a new time period for
                  the giving of a Shareholder's notice as described above. A
                  Shareholder's notice to be proper must set forth (i) as to
                  each person whom the Shareholder proposes to nominate for
                  election or reelection as a trustee (A) the name, age,
                  business address and residence address of such person, (B) the
                  class and number of shares of stock of the Trust that are
                  beneficially owned or owned of record by such person and (C)
                  all other information relating to such person that is required
                  to be disclosed in solicitations of proxies for election of
                  trustees in an election contest, or is otherwise required, in
                  each case pursuant to Regulation 14A (or any successor
                  provision) under the Exchange Act (including such person's
                  written consent to being named in the proxy statement as a
                  nominee and to serving as a trustee if elected); (ii) as to
                  any other business that the Shareholder proposes to bring
                  before the meeting, a description of the business desired to
                  be brought before the meeting, the reasons for conducting such
                  business at the meeting and any material interest in such
                  business of such Shareholder (including any anticipated
                  benefit to the Shareholder therefrom) and of each beneficial
                  owner, if any, on whose behalf the proposal is made; and (iii)
                  as to the Shareholder giving the notice and each beneficial
                  owner, if any, on whose behalf the nomination or proposal is
                  made, (x) the name and address of such Shareholder, as they
                  appear on the Trust's stock ledger and current name and
                  address, if different, and of such beneficial owner, and (y)
                  the class and number of shares of stock of the Trust which are
                  owned beneficially and of record by such Shareholder and such
                  beneficial owner.



                                       6
<PAGE>

                           (3) Notwithstanding anything in the second sentence
                  of paragraph (a)(2) of this Section 3.9 to the contrary, in
                  the event that the number of trustees to be elected to the
                  Board of Trustees is increased and there is no public
                  announcement by the Trust of such action or specifying the
                  size of the increased Trustees at least one hundred (100) days
                  prior to the first anniversary of the date of mailing of the
                  notice for the preceding year's annual meeting, a
                  Shareholder's notice required by this Section 3.9(a) shall
                  also be considered timely, but only with respect to nominees
                  for any new positions created by such increase, if the notice
                  is delivered to the Secretary at the principal executive
                  offices of the Trust not later than the close of business on
                  the 10th day immediately following the day on which such
                  public announcement is first made by the Trust.

                  (b) Special Meetings of Shareholders. Only such business shall
         be conducted at a special meeting of Shareholders as shall have been
         brought before the meeting pursuant to the Trust's notice of meeting.
         Nominations of persons for election to the Trustees may be made at a
         special meeting of Shareholders at which trustees are to be elected (i)
         pursuant to the Trust's notice of meeting, (ii) by or at the direction
         of the Trustees or (iii) provided that the Trustees have determined
         that trustees shall be elected at such special meeting, by any
         Shareholder of the Trust who is a Shareholder of record both at the
         time of giving of notice provided for in this Section 3.9(b) and at the
         time of the special meeting, who is entitled to vote at the meeting and
         who complied with the notice procedures set forth in this Section
         3.9(b). In the event the Trust calls a special meeting of Shareholders
         for the purpose of electing one or more Trustees, any such Shareholder
         may nominate a person or persons (as the case may be) for election to
         such position as specified in the Trust's notice of meeting, if the
         Shareholder's notice containing the information required by paragraph
         (a)(2) of this Section 3.9 shall have been delivered to the Secretary
         at the principal offices of the Trust not earlier than the close of
         business on the 120th day prior to such special meeting and not later
         than the close of business on the later of the 90th day prior to such
         special meeting or the 10th day following the day on which public
         announcement is first made of the date of the special meeting and the
         nominees proposed by the Trustees to be elected at such meeting. In no
         event shall the public announcement of a postponement or adjournment of
         a special meeting to a later date or time commence a new time period
         for the giving of a Shareholder's notice as described above.

                  (c) General. Only such persons who are nominated in accordance
         with the procedures set forth in this Section 3.9 shall be eligible to
         serve as trustee, and only such business shall be conducted at a
         meeting of Shareholders as shall have been brought before the meeting
         in accordance with the procedures set forth in this Section 3.9. The
         chairman of the meeting shall have the power and duty to determine
         whether a nomination or any other business proposed to be brought
         before the meeting was made or proposed, as the case may be, in
         accordance with the procedures set forth in this Section 3.9 and, if
         any proposed nomination or other business is not in compliance with
         this Section 3.9, to declare that such nomination or proposal shall be
         disregarded.

                  For purposes of this Section 3.9, (a) the "date of mailing of
         the notice" shall mean the date of the proxy statement for the
         solicitation of proxies for election of trustees and



                                       7
<PAGE>

         (b) "public announcement" shall mean disclosure (i) in a press release
         either transmitted to the principal securities exchange on which Shares
         of the Trust's common stock are traded or reported by a recognized news
         service or (ii) in a document publicly filed by the Trust with the
         Commission.

                  (d) Compliance With State and Federal Law. Notwithstanding the
         foregoing provisions of this Section 3.9, a Shareholder shall also
         comply with all applicable requirements of state law and of the
         Exchange Act and the rules and regulations thereunder with respect to
         the matters set forth in this Section 3.9. Nothing in this Section 3.9
         shall be deemed to affect any right of a Shareholder to request
         inclusion of a proposal in, nor the right of the Trust to omit a
         proposal from, the Trust's proxy statement pursuant to Rule 14a-8 (or
         any successor provision) under the Exchange Act.

         3.10 Abstentions and Broker Non-Votes. Outstanding Shares represented
in person or by proxy (including Shares which abstain or do not vote with
respect to one or more of any proposals presented for Shareholder approval) will
be counted for purposes of determining whether a quorum is present at a meeting.
Abstentions will be treated as Shares that are present and entitled to vote for
purposes of determining the number of Shares that are present and entitled to
vote with respect to any particular proposal, but will not be counted as a vote
in favor of such proposal. If a broker or nominee holding Shares in "street
name" indicates on the proxy that it does not have discretionary authority to
vote as to a particular proposal, those Shares will not be considered as present
and entitled to vote with respect to such proposal.

         3.11 Action without Meeting. Any action which may be taken by
Shareholders may be taken without a meeting if a majority of Outstanding Shares
entitled to vote on the matter (or such larger proportion thereof as shall be
required by law, the Declaration of Trust or these By-laws) consent to the
action in writing and the written consents are filed with the records of the
meetings of Shareholders. Such consents shall be treated for all purposes as a
vote taken at a meeting of Shareholders.

                                   ARTICLE 4

                                    TRUSTEES

         4.1 Meetings of the Trustees. The Trustees may in their discretion
provide for regular or stated meetings of the Trustees. Notice of regular or
stated meetings need not be given. Meetings of the Trustees other than regular
or stated meetings shall be held whenever called by the President, the Chairman
or by any two of the Trustees, at the time then in office. Notice of the time
and place of each meeting other than regular or stated meetings shall be given
by the Secretary or an Assistant Secretary or by the officer or Trustee calling
the meeting and shall be mailed, postage prepaid, to each Trustee at least three
(3) days before the meeting, or shall be given by telephone, cable, wireless,
facsimile or other electronic mechanism by which receipt thereof can be
confirmed to each Trustee at his business address, or personally delivered to
him at least one (1) day before the meeting. Such notice may, however, be waived
by any Trustee. Notice of a meeting need not be given to any Trustee if a
written waiver of notice, executed by him before or after the meeting, is filed
with the records of the meeting, or to any Trustee who attends the meeting
without protesting prior thereto or at its commencement the lack of notice to



                                       8
<PAGE>

him. A notice or waiver of notice need not specify the purpose of any meeting.
The Trustees may meet by means of a telephone conference circuit or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time and participation by such means
shall be deemed to have been held at a place designated by the Trustees at the
meeting. Participation in a telephone conference meeting shall constitute
presence in person at such meeting. Any action required or permitted to be taken
at any meeting of the Trustees may be taken by the Trustees without a meeting if
a majority of the Trustees then in office (or such higher number of Trustees as
would be required to act on the matter under the Declaration of Trust, these
By-Laws or applicable law if a meeting were held) consent to the action in
writing and the written consents are filed with the records of the Trustees'
meetings. Such consents shall be treated as a vote for all purposes.
Notwithstanding the foregoing, all actions of the Trustees shall be taken in
compliance with the provisions of the 1940 Act.

         4.2 Quorum and Manner of Acting. A majority of the Trustees then in
office shall be present in person at any regular or special meeting of the
Trustees in order to constitute a quorum for the transaction of business at such
meeting and (except as otherwise required by law, the Declaration of Trust or
these By-Laws) the act of a majority of the Trustees present at any such
meeting, at which a quorum is present, shall be the act of the Trustees. In the
absence of a quorum, a majority of the Trustees present may adjourn the meeting
from time to time until a quorum shall be present. Notice of an adjourned
meeting need not be given.

         4.3 Eligibility to Serve. Each Trustee who is not an interested person
of the Trust, as defined in the 1940 Act, shall retire as a Trustee as of the
end of the calendar year in which the Trustee attains the age of 70 years.

                                   ARTICLE 5

                                   COMMITTEES

         5.1 Executive and Other Committees. The Trustees by vote of a majority
of all the Trustees may elect from their own number an Executive Committee to
consist of not less than two members to hold office at the pleasure of the
Trustees, which shall have the power to conduct the current and ordinary
business of the Trust while the Trustees are not in session, including the
purchase and sale of securities and the designation of securities to be
delivered upon redemption of Shares of the Trust or a Series thereof, and such
other powers of the Trustees as the Trustees may delegate to them, from time to
time, except those powers which by law, the Declaration of Trust or these
By-Laws they are prohibited from delegating. The Trustees may also elect from
their own number other Committees from time to time; the number composing such
Committees, the powers conferred upon the same (subject to the same limitations
as with respect to the Executive Committee) and the term of membership on such
Committees to be determined by the Trustees. The Trustees may designate a
chairman of any such Committee. In the absence of such designation the Committee
may elect its own Chairman.

         5.2 Other Committees. The Trustees by vote of a majority of all the
Trustees may elect from their own number other Committees from time to time to
consist of one or more Trustees to hold office at the pleasure of the Trustees,
which Committees shall have such power and duties as the Board of Trustees may,
by resolution, prescribe, subject to the same limitations



                                       9
<PAGE>

as with respect to the Executive Committee. The terms of membership on such
Committees and the termination or circumstances giving rise to the termination
of such Committees shall be determined by the Trustees. The Trustees may
designate a chairman of any such Committee. In the absence of such designation
the Committee may elect its own chairman.

         5.3 Meetings Quorum and Manner of Acting. The Trustees may (1) provide
for stated meetings of any Committee, (2) specify the manner of calling and
notice required for special meetings of any Committee, (3) specify the number of
members of a Committee required to constitute a quorum and the number of members
of a Committee required to exercise specified powers delegated to such
Committee, (4) authorize the making of decisions to exercise specified powers by
written assent of the requisite number of members of a Committee without a
meeting, and (5) authorize the members of a Committee to meet by means of a
telephone conference circuit. Unless otherwise provided by the Trustees, (1) any
Committee meeting may be held by conference telephone, teleconference or other
electronic media or communications equipment by means of which all persons
participating in the meeting can communicate with each other and (2) each
Committee may make decisions to exercise specified powers by written assent of
the requisite number of members of a Committee without a meeting. Each Committee
shall keep regular minutes of its meetings and records of decisions taken
without a meeting and cause them to be recorded in a book designated for that
purpose and kept at the principal executive office of the Trust.

                                   ARTICLE 6

                                    OFFICERS

         6.1 General Provisions. The officers of the Trust shall be a President,
a Treasurer and a Secretary, who shall be elected by the Trustees. The Trustees
may elect such other officers or agents as the business of the Trust may
require, including a Chairman of the Board ("Chairman") one or more Vice
Presidents, one or more Assistant Secretaries, and one or more Assistant
Treasurers. The Trustees may delegate to any officer or Committee the power to
appoint any subordinate officers or agents.

         6.2 Term of Office and Qualifications. Except as otherwise provided by
law, the Declaration of Trust or these By-Laws, the President, the Treasurer,
the Secretary and all other officers shall each hold office at the pleasure of
the Board of Trustees or until his successor shall have been duly elected and
qualified. The Secretary and the Treasurer may be the same person. A Vice
President and the Treasurer or a Vice President and the Secretary may be the
same person, but the offices of Vice President, Secretary and Treasurer shall
not be held by the same person. The President shall hold no other office,
however, the President may also serve as Chairman. The Chairman, if there be
one, shall be a Trustee and may but need not be a shareholder. Except as above
provided, any two offices may be held by the same person. Any officer may be but
none need be a Trustee or Shareholder.

         6.3 Removal. The Trustees, at any regular or special meeting of the
Trustees, may remove any officer with or without cause, by a vote of a majority
of the Trustees then in office. Any officer or agent appointed by an officer or
committee may be removed with or without cause by such appointing officer or
committee.


                                       10
<PAGE>

         6.4 Powers and Duties of the Chairman. The Trustees may, but need not,
appoint from among their number a Chairman. When present the Chairman shall
preside at the meetings of the Shareholders and of the Trustees. The Chairman
may call meetings of the Trustees and of any committee thereof whenever he deems
it necessary. The Chairman shall have, with the President, general supervision
over the business and policies of the Trust, subject to the limitations imposed
upon the President, as provided in Section 6.5.

         6.5 Powers and Duties of the President. Subject to the powers of the
Chairman, if there be such an officer, the President shall be the principal
executive officer of the Trust. The President may call meetings of the Trustees
and of any Committee thereof when he deems it necessary and, in the absence of
the Chairman, shall preside at all meetings of the Shareholders and the
Trustees. Subject to the control of the Trustees, the Chairman and any
Committees of the Trustees, within their respective spheres, as provided by the
Trustees, the President shall at all times exercise a general supervision and
direction over the affairs of the Trust. The President shall have the power to
employ attorneys and counsel for the Trust or any Series or Class thereof, and
other advisers and agents for the Trust and to employ such subordinate officers,
agents, clerks and employees as the President may find necessary to transact the
business of the Trust or any Series or Class thereof. The President shall also
have the power to grant, issue, execute or sign such powers of attorney, proxies
or other documents as may be deemed advisable or necessary in furtherance of the
interests of the Trust or any Series or Class thereof. The President shall have
such other powers and duties, as from time to time may be conferred upon or
assigned to him by the Trustees.

         6.6 Powers and Duties of Vice Presidents. In the absence or disability
of the President, the Vice Presidents, and in the order designated by the
Trustees, shall perform all the duties and may exercise any of the powers of the
President, subject to the control of the Trustees. Each Vice President shall
perform such other duties as may be assigned to him or her from time to time by
the Trustees or the President. Any Vice President may be designated the chief
financial officer of the Trust.

         6.7 Powers and Duties of the Treasurer. The Treasurer shall be the
chief accounting officer of the Trust. The Treasurer shall deliver all funds of
the Trust or any Series or Class thereof which may come into the Treasurer's
hands to such Custodian as the Trustees may employ. The Treasurer shall render a
statement of condition of the finances of the Trust or any Series or Class
thereof to the Trustees as often as the Trustees shall require the same and the
Treasurer shall in general perform all the duties incident to the office of a
Treasurer and such other duties as from time to time may be assigned to the
Treasurer by the Trustees. The Treasurer shall give a bond for the faithful
discharge of the Treasurer's duties, if required so to do by the Trustees, in
such sum and with such surety or sureties as the Trustees shall require. The
Treasurer may be designated the chief financial officer of the Trust.

         6.8 Powers and Duties of the Secretary. The Secretary shall attend all
meetings of the Trustees and Shareholders; the Secretary shall keep the minutes
of all meetings of the Trustees and of the Shareholders in proper books provided
for that purpose; the Secretary shall have custody of the seal of the Trust; the
Secretary shall have charge of the Share transfer books, lists and records
unless the same are in the charge of a transfer agent. The Secretary shall
attend to the giving and serving of all notices by the Trust in accordance with
the provisions of these By-



                                       11
<PAGE>

Laws and as required by law; and subject to these By-Laws, the Secretary shall
in general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to the Secretary by the Trustees.

         6.9 Powers and Duties of Assistant Treasurers. In the absence or
disability of the Treasurer, any Assistant Treasurer designated by the Trustees
shall perform all the duties, and may exercise any of the powers, of the
Treasurer. Each Assistant Treasurer shall perform such other duties as from time
to time may be assigned to such Assistant Treasurer by the Trustees. Each
Assistant Treasurer performing the duties and exercising the powers of the
Treasurer, if any, shall give a bond for the faithful discharge of his duties,
if required so to do by the Trustees, in such sum and with such surety or
sureties as the Trustees shall require.

         6.10 Powers and Duties of Assistant Secretaries. In the absence or
disability of the Secretary, any Assistant Secretary designated by the Trustees
shall perform all the duties, and may exercise any of the powers, of the
Secretary. Each Assistant Secretary shall perform such other duties as from time
to time may be assigned to such officer by the Trustees.

         6.11 Compensation of Officers and Trustees and Members of the Advisory
Board. Subject to any applicable provisions of the Declaration of Trust, the
compensation of the officers and Trustees and members of any advisory board
shall be fixed from time to time by the Trustees or, in the case of officers, by
any Committee or officer upon whom such power may be conferred by the Trustees.
No officer shall be prevented from receiving such compensation as such officer
by reason of the fact that the officer is also a Trustee.

                                   ARTICLE 7

                                  FISCAL YEAR

         The fiscal year of the Trust shall end on such date as the Trustees
shall from time to time determine.

                                   ARTICLE 8

                                      SEAL

         The Trustees may, but shall not be required to, adopt a seal which
shall be in such form and shall have such inscription thereon as the Trustees
may from time to time prescribe.

                                   ARTICLE 9

                       SUFFICIENCY AND WAIVERS OF NOTICE

         Whenever any notice whatever is required to be given by law, the
Declaration of Trust or these By-Laws, a waiver thereof in writing, signed by
the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. A notice shall be deemed to
have been sent by mail, telegraph or cable when it has been delivered to a
representative of any company holding itself out as capable of sending notice by
such means



                                       12
<PAGE>

with instructions that it be so sent, or at the time of confirmation if sent by
wireless, facsimile or other electronic means.

                                   ARTICLE 10

                                  CERTIFICATES

         If so determined by resolution of the Board of Trustees, each
Shareholder of the Trust shall be entitled upon request to have a certificate or
certificates, in such form as shall be approved by the Board of Trustees,
representing the number of Shares of the Trust owned by the Shareholder,
provided, however, that certificates for fractional shares will not be delivered
in any case. Certificates representing Shares shall be signed by or in the name
of the Trust by the President or a Vice President or the Chairman and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer.
Any or all of the signatures may be a facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate shall be issued, it may be issued by the Trust
with the same effect as if such officer, transfer agent or registrar were still
in the office at the date of issue.

                                   ARTICLE 11

                                    AMENDMENT

         These By-Laws, or any of them, may be altered, amended or repealed, or
new By-Laws may be adopted by the Trustees, provided, however, that no By-law
may be amended, adopted or repealed by the Trustees if such amendment, adoption
or repeal requires, pursuant to law, the Declaration of Trust or these By-Laws,
a vote of the Shareholders.

Adopted:  March 12, 2004

                                 END OF BY-LAWS



                                       13


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.S
<SEQUENCE>6
<FILENAME>c84171exv99ws.txt
<DESCRIPTION>POWERS OF ATTORNEY
<TEXT>
<PAGE>
                                                                       Exhibit s

                                POWER OF ATTORNEY




The person whose signature appears below hereby appoints James S. Hamman, Jr.
and John P. Calamos and each of them, any of whom may act without the joinder
of the others, as such person's attorney-in-fact to sign and file on such
person's behalf individually and in the capacity stated below such registration
statements, amendments, exhibits, applications and other documents with the
Securities and Exchange Commission or any other regulatory authority as may be
desirable or necessary in connection with the public offering of shares of
Calamos Global Total Return Fund.



       SIGNATURE                          TITLE                   DATE

/s/ John E. Neal                         TRUSTEE               March 12, 2004
- -------------------------------
John E. Neal

<PAGE>

                                POWER OF ATTORNEY




The person whose signature appears below hereby appoints James S. Hamman, Jr.
and John P. Calamos and each of them, any of whom may act without the joinder of
the others, as such person's attorney-in-fact to sign and file on such person's
behalf individually and in the capacity stated below such registration
statements, amendments, exhibits, applications and other documents with the
Securities and Exchange Commission or any other regulatory authority as may be
desirable or necessary in connection with the public offering of shares of
Calamos Global Total Return Fund.



       SIGNATURE                          TITLE                   DATE

/s/ Joe F. Hanauer                       TRUSTEE               March 12, 2004
- -------------------------------
Joe F. Hanauer

<PAGE>

                                POWER OF ATTORNEY




The person whose signature appears below hereby appoints James S. Hamman, Jr.
and John P. Calamos and each of them, any of whom may act without the joinder of
the others, as such person's attorney-in-fact to sign and file on such person's
behalf individually and in the capacity stated below such registration
statements, amendments, exhibits, applications and other documents with the
Securities and Exchange Commission or any other regulatory authority as may be
desirable or necessary in connection with the public offering of shares of
Calamos Global Total Return Fund.



       SIGNATURE                          TITLE                   DATE

/s/ Nick P. Calamos                      TRUSTEE               March 12, 2004
- -------------------------------
Nick P. Calamos

<PAGE>

                                POWER OF ATTORNEY




The person whose signature appears below hereby appoints James S. Hamman, Jr.
and John P. Calamos and each of them, any of whom may act without the joinder of
the others, as such person's attorney-in-fact to sign and file on such person's
behalf individually and in the capacity stated below such registration
statements, amendments, exhibits, applications and other documents with the
Securities and Exchange Commission or any other regulatory authority as may be
desirable or necessary in connection with the public offering of shares of
Calamos Global Total Return Fund.



       SIGNATURE                          TITLE                   DATE

/s/ Weston W. Marsh                      TRUSTEE               March 12, 2004
- -------------------------------
Weston W. Marsh

<PAGE>

                                POWER OF ATTORNEY




The person whose signature appears below hereby appoints James S. Hamman, Jr.
and John P. Calamos and each of them, any of whom may act without the joinder of
the others, as such person's attorney-in-fact to sign and file on such person's
behalf individually and in the capacity stated below such registration
statements, amendments, exhibits, applications and other documents with the
Securities and Exchange Commission or any other regulatory authority as may be
desirable or necessary in connection with the public offering of shares of
Calamos Global Total Return Fund.



       SIGNATURE                          TITLE                   DATE

/s/ William Rybak                        TRUSTEE               March 12, 2004
- -------------------------------
William Rybak






</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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