<DOCUMENT>
<TYPE>N-2/A
<SEQUENCE>1
<FILENAME>c97003a3nv2za.txt
<DESCRIPTION>AMENDMENT TO FORM N-2
<TEXT>
<PAGE>


    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 24, 2005


                                                    1933 Act File No. 333-114111
                                                     1940 Act File No. 811-21547
--------------------------------------------------------------------------------
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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM N-2

                           (CHECK APPROPRIATE BOXES)

[ ]  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

[X]  PRE-EFFECTIVE AMENDMENT NO. 3

[ ]  POST-EFFECTIVE AMENDMENT NO.
                                     and/or
[ ]  REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

[X]  AMENDMENT NO. 5

                        CALAMOS GLOBAL TOTAL RETURN FUND
                Exact Name of Registrant as Specified in Charter

                 2020 Calamos Court, Naperville, Illinois 60563
 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.
                            Executive Vice President
                              Calamos Advisors LLC
                               2020 Calamos Court
                           Naperville, Illinois 60563

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

                          COPIES OF COMMUNICATIONS TO:

<Table>
<S>                               <C>                               <C>
         David A. Sturms                  Cameron S. Avery                  Cynthia G. Cobden
    Vedder, Price, Kaufman &           Bell, Boyd & Lloyd, LLC       Simpson Thacher & Bartlett LLP
         Kammholz, P.C.                70 West Madison Street             425 Lexington Avenue
        222 North LaSalle                    Suite 3300                    New York, NY 10017
        Chicago, IL 60601              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)       7,666,667                $15.00                $115,000,005               $6,473.50
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
</Table>


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


(2) $7,062.00 was previously paid.


     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, DATED OCTOBER 24, 2005


PROSPECTUS

                                4,000,000 SHARES


                        CALAMOS GLOBAL TOTAL RETURN FUND
                      COMMON SHARES OF BENEFICIAL INTEREST
                                $15.00 PER SHARE
                               ------------------
    Investment Objective.  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. Under
normal circumstances, the Fund will invest at least 30% of its managed assets in
securities of foreign issuers. The Fund will invest in the securities of issuers
of several different countries throughout the world, in addition to the United
States. The Fund may also seek to generate income from option premiums by
writing (selling) options (with an aggregate notional value of up to 33% of the
value of the Fund's managed assets). "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 have been approved for listing on the New York Stock Exchange under the
symbol "CGO."

                                                   (continued on following page)
                               ------------------

    INVESTING IN THE FUND'S COMMON SHARES INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 28.

    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.
                               ------------------

<Table>
<Caption>
                                                              PER SHARE         TOTAL(3)
                                                              ---------         ---------
<S>                                                           <C>               <C>
Public offering price                                          $15.000          $
Sales load(1)                                                  $ 0.675          $
Estimated offering expenses                                    $ 0.030          $
Proceeds, after expenses, to the Fund(2)                       $14.295          $
</Table>

(1) Calamos Advisors LLC ("Calamos"), the Fund's investment adviser (not the
    Fund), will pay certain additional compensation to Citigroup Global Markets
    Inc. and UBS Securities LLC. See "Underwriting." The total compensation
    received by the underwriters will not exceed 9.0% of the aggregate initial
    public offering price of the common shares offered hereby.

(2) Total organizational expenses and offering costs (other than the sales load,
    but including reimbursement of underwriter expenses of $0.005 per share) are
    estimated to be $    or $    per share. Calamos has agreed to pay
    organizational expenses and offering costs of the Fund (other than sales
    load, but including reimbursement of underwriter expenses of $0.005 per
    share) that exceed $0.03 per share.

(3) The Fund has granted the underwriters an option 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, 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,
    after expenses, to the Fund will be $    , $    , $    and $    ,
    respectively. See "Underwriting."

    The underwriters expect to deliver the common shares to purchasers on or
about          , 2005.
                               ------------------

<Table>
<S>                                                 <C>
CITIGROUP                                              UBS INVESTMENT BANK
ADVEST, INC.                                          ROBERT W. BAIRD & CO.
H&R BLOCK FINANCIAL ADVISORS, INC.                     FERRIS, BAKER WATTS
                                                           INCORPORATED
JANNEY MONTGOMERY SCOTT LLC                           LEGG MASON WOOD WALKER
                                                           INCORPORATED
RBC CAPITAL MARKETS                                 STIFEL, NICOLAUS & COMPANY
                                                           INCORPORATED
</Table>

                         WEDBUSH MORGAN SECURITIES INC.
          , 2005
<PAGE>

(continued from previous page)

     Investment Adviser.  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,
borrowings or debt securities 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, borrowings or debt securities to leverage
the common shares creates risks. See "Risk Factors -- Leverage" beginning on
page 32 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
          , 2005, 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 52 of this prospectus, or the Fund's annual and semi-annual
report by calling 1-800-582-6959 or by writing to the Fund. The Fund's annual
and semi-annual reports are also available on its website at www.calamos.com,
which will also provide a link to the Commission's website where the Fund's
Statement of Additional Information may be obtained, as described below. You can
review and copy documents the Fund has filed at the Commission's Public
Reference Room in Washington, D.C. Call 1-202-551-8090 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.
20549-0213.

     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>

     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN 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.

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

                               TABLE OF CONTENTS

<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Prospectus Summary..........................................    1
Summary of Fund Expenses....................................   16
The Fund....................................................   17
Use of Proceeds.............................................   17
Investment Objective and Principal Investment Strategies....   18
Leverage....................................................   24
Interest Rate Transactions..................................   26
Risk Factors................................................   28
Management of the Fund......................................   35
Dividends and Distributions; Automatic Dividend Reinvestment
  Plan......................................................   37
Closed-End Fund Structure...................................   41
U.S. Federal Income Tax Matters.............................   41
Net Asset Value.............................................   44
Description of Shares.......................................   45
Certain Provisions of the Agreement and Declaration of Trust
  and By-Laws...............................................   46
Underwriting................................................   49
Custodian, Transfer Agent and Dividend Disbursing Agent.....   51
Legal Opinions..............................................   51
Table of Contents of The Statement of Additional
  Information...............................................   52
</Table>

                                        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 Citigroup Global Markets
                                 Inc., UBS Securities LLC, Advest, Inc., Robert
                                 W. Baird & Co. Incorporated, H&R Block
                                 Financial Advisors, Inc., Ferris, Baker Watts,
                                 Incorporated, Janney Montgomery Scott LLC, Legg
                                 Mason Wood Walker, Incorporated, RBC Capital
                                 Markets Corporation, Stifel, Nicolaus &
                                 Company, Incorporated and Wedbush Morgan
                                 Securities Inc. 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 $0.005
                                 per share) that exceed $0.03 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...........   Principal Investments.  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. Under normal circumstances, the Fund
                                 will invest at least 30% of its managed assets
                                 in securities of foreign issuers. The Fund will
                                 invest in the securities of issuers of several
                                 different countries throughout the world, in
                                 addition to the United States.

                                 Calamos will dynamically allocate the Fund's
                                 investments among multiple asset classes
                                 (rather than maintaining a fixed or static

                                        1
<PAGE>

                                 allocation), 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."

                                 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 Calamos
                                 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."

                                 The Fund may also seek to generate income from
                                 option premiums by writing (selling) options
                                 (with an aggregate notional value of up to 33%
                                 of the value of the Fund's managed assets). The
                                 Fund will opportunistically employ a strategy
                                 of writing options. The extent of option
                                 writing activity will depend upon market
                                 conditions and Calamos' ongoing assessment of
                                 the attractiveness of writing options on the
                                 Fund's equity holdings. 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). The Fund may invest in
                                 preferred stocks and convertible securities of
                                 any rating, including below investment grade.
                                 See "-- High Yield Securities" below. 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 expects that it initially will invest
                                 approximately 30% of its managed assets in high
                                 yield securities, which percentage may change
                                 over time. 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


                                        2
<PAGE>

                                 periods of economic uncertainty or change, than
                                 higher rated debt securities.


                                 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 expects that it
                                 initially will invest more than 50% of its
                                 managed assets in securities of foreign
                                 issuers, which percentage may change over time,
                                 depending on Calamos' ongoing assessment of
                                 market opportunities for the Fund. Under normal
                                 circumstances, the Fund will invest at least
                                 30% of its managed assets in securities of
                                 foreign issuers. The Fund will invest in the
                                 securities of issuers of several different
                                 countries throughout the world, in addition to
                                 the United States. A foreign issuer is a
                                 company organized under the laws of a foreign
                                 country.


                                 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") or a security that
                                 mandatorily converts to an equity security at a
                                 predetermined time. 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 Instruments.  Calamos may
                                 also establish a "synthetic" convertible
                                 instrument by combining separate securities
                                 that possess economic characteristics similar
                                 to a convertible security, i.e., an income
                                 component and the right or obligation to
                                 convert to an equity security ("convertible
                                 component"). The income component is achieved
                                 by investing in non-convertible, fixed-income
                                 securities such as bonds, preferred stocks,
                                 money market instruments and other instruments
                                 that provide an income component. 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
                                 convertible instruments created by other
                                 parties, typically investment banks, including
                                 convertible structured notes. Different
                                 companies may issue the income and convertible
                                 components, which may be purchased separately,
                                 and at different times. The Fund's holdings of
                                 synthetic convertible instruments are
                                 considered equity securities for purposes of
                                 the Fund's policy to invest at least 50% of its
                                 managed assets in equity securities. If the
                                 Fund purchases a synthetic convertible
                                 instrument, a component of which is an option,
                                 such option will not be considered an option
                                 for the purpose of the Fund's limitations on
                                 options described below. See "Investment
                                 Objective and Principal Investment
                                 Strategies --


                                        3
<PAGE>

                                 Principal Investment Strategies -- Synthetic
                                 Convertible Instruments."

                                 Options.  The Fund may also seek to generate
                                 income from option premiums by writing
                                 (selling) options (with an aggregate notional
                                 value of up to 33% of the value of the Fund's
                                 managed assets). The Fund may write (sell) call
                                 options (i) on a portion of the equity
                                 securities (including securities that are
                                 convertible into equity securities) in the
                                 Fund's portfolio and (ii) on broad-based
                                 securities indices (such as the S&P 500 or MSCI
                                 EAFE) or certain ETFs (exchange traded funds)
                                 that trade like common stocks but seek to
                                 replicate such market indices. See "Investment
                                 Objective and Principal Investment
                                 Strategies -- Principal Investment
                                 Strategies -- Options."

                                 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"). Calamos, under the supervision of
                                 the Board of Trustees, will determine whether
                                 Rule 144A Securities are illiquid (that is, not
                                 readily marketable) and thus subject to the
                                 Fund's limit on investing no more than 15% of
                                 its managed assets in illiquid 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 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 forego 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 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

                                        4
<PAGE>

                                 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, borrowings 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 debt
                                 securities 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 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 (which is effectively borne by
                                 common shareholders and not holders of the
                                 Fund's leverage) 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 and
                                 ongoing maintenance of preferred shares or debt
                                 securities. The Fund will pay, and common
                                 shareholders will effectively bear, any costs
                                 and expenses relating to any borrowings and to
                                 the issuance and

                                        5
<PAGE>

                                 ongoing maintenance of preferred shares or debt
                                 securities. 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, may
                                 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 August 31, 2005, Calamos
                                 managed approximately $41 billion in assets of
                                 individuals and institutions. Calamos is an
                                 indirect subsidiary of Calamos Asset
                                 Management, Inc., whose voting shares are
                                 majority-owned by Calamos Family Partners,
                                 Inc., which is controlled by John P. Calamos,
                                 Sr. and the Calamos family.

                                 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 MANAGERS............   John P. Calamos, Sr., Nick P. Calamos and John
                                 P. Calamos, Jr. are responsible for managing
                                 the Fund's portfolio. During the past five
                                 years, John P. Calamos, Sr. 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 have been approved for
                                 listing on the New York Stock Exchange under
                                 the symbol "CGO."

                                        6
<PAGE>

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 ACCOUNTING...............   State Street Bank and Trust Company ("State
                                 Street") and Calamos 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.................   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
                                 first distribution is expected to be declared
                                 approximately 60 days and paid approximately 90
                                 days after the completion of this offering,
                                 depending on market conditions.


                                 The Fund currently intends to make monthly
                                 distributions to common shareholders at a level
                                 rate established by the Board of Trustees. The
                                 rate may be modified by the Board of Trustees
                                 from time to time. Monthly distributions may
                                 include net investment income, net realized
                                 short-term capital gain and, if necessary,
                                 return of capital. Net realized short-term
                                 capital gains distributed to shareholders will
                                 be taxed as ordinary income. In addition, one
                                 distribution per calendar year may include net
                                 realized long-term capital gains. There is no
                                 guarantee that the Fund will realize capital
                                 gains in any given year. 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.
                                 Distributions are subject to
                                 re-characterization for federal income tax
                                 purposes after the end of the fiscal year. The
                                 Fund may at times 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 its level distribution policy.
                                 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.


                                        7
<PAGE>

                                 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 permitting those funds
                                 to make periodic distributions of long-term
                                 capital gains. The application may be amended
                                 to include the Fund. There can be no assurance
                                 that the Commission will grant such an order.
                                 The staff of the Commission has indicated that
                                 it has suspended the processing of exemptive
                                 applications requesting the type of relief
                                 referenced above, pending review by the staff
                                 of the results of an industry-wide inspection
                                 focusing on the dividend practices of
                                 closed-end investment companies. There can be
                                 no assurance as to when that review might be
                                 completed or whether, following that review,
                                 the staff would process such applications or
                                 grant such relief.


                                 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.

                                 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. The Fund may invest in
                                 preferred stocks and convertible securities of
                                 any rating, including below investment grade.

                                        8
<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 that
                                 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."


                                 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

                                        9
<PAGE>

                                 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;

                                 - withholding and other non-U.S. taxes may
                                   decrease the Fund's return; and

                                 - dividend income the Fund receives from
                                   foreign securities may not be eligible for
                                   the special tax treatment applicable to
                                   qualified dividend income.

                                 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.

                                 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
                                   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
                                        10
<PAGE>

                                   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.

                                 - Rising interest rates could result in an
                                   increase in the cost of the Funds' leverage
                                   and could adversely affect the ability of the
                                   Fund to meet asset coverage requirements with
                                   respect to leverage.

                                 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.

                                 Illiquid Investments.  The Fund may invest up
                                 to 15% of its managed assets in securities
                                 that, at the time of investment, are illiquid
                                 (determined using the Commission's standard
                                 applicable to investment companies, i.e.,
                                 securities that cannot be disposed of within 7
                                 days in the ordinary course of business at
                                 approximately the value at which the Fund has
                                 valued the securities). The Fund may also
                                 invest without limit in Rule 144A Securities.
                                 Calamos, under the supervision of the Board of
                                 Trustees, will determine whether Rule 144A
                                 Securities are illiquid (that is, not readily
                                 marketable) and thus subject to the Fund's
                                 limit on investing no more than 15% of its
                                 managed assets in illiquid securities.
                                 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 other 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

                                        11
<PAGE>

                                 interest rates decline. However, the
                                 convertible security'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 security's
                                 "conversion price." The conversion price is
                                 defined as the predetermined price at which the
                                 convertible security 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 Instruments.  The value
                                 of a synthetic convertible instrument may
                                 respond differently to market fluctuations than
                                 a convertible security because a synthetic
                                 convertible instrument 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. Synthetic convertible instruments
                                 created by other parties have the same
                                 attributes of a convertible security, however,
                                 the issuer of the synthetic convertible
                                 instrument assumes the credit risk associated
                                 with the investment, rather than the issuer of
                                 the underlying equity security into which the
                                 instrument is convertible. Therefore, the Fund
                                 is subject to the credit risk associated with
                                 the party creating the synthetic convertible
                                 instrument.


                                 Risks Associated with Options.  There are
                                 several risks associated with transactions in
                                 options. For example, there are significant
                                 differences between the securities and options
                                 markets that could result in an imperfect
                                 correlation among these markets, causing a
                                 given transaction not to achieve its
                                 objectives. A decision as to whether, when and
                                 how to use options involves the exercise of
                                 skill and judgment, and even a well-conceived
                                 transaction may be unsuccessful to some degree
                                 because of market behavior or unexpected
                                 events. The Fund's ability to utilize options
                                 successfully will depend on Calamos' ability to
                                 predict pertinent market movements, which
                                 cannot be assured.



                                 The Fund's ability to close out its position as
                                 a purchaser or seller of an Options Clearing
                                 Corporation ("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 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


                                        12
<PAGE>


                                 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 had
                                 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.


                                 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 until the next trading day.


                                 Unless the parties provide for it, there is no
                                 central clearing or guaranty function in an
                                 over-the-counter ("OTC") option. As a result,
                                 if the counterparty fails to make or take
                                 delivery of the security or other instrument
                                 underlying an OTC option it has entered into
                                 with the Fund or fails to make a cash
                                 settlement payment due in accordance with the
                                 terms of that option, the 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 that have received
                                 (or the guarantors of the obligation of which
                                 have received) a short-term credit rating of
                                 A-1 from Standard & Poor's 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 sell call options on individual
                                 securities and securities indices. 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 option
                                 sold by the Fund exposes the Fund during the
                                 term of the option to possible loss of
                                 opportunity to realize appreciation in the
                                 market price of the underlying security or
                                 instrument in excess of the exercise or strike
                                 price and

                                        13
<PAGE>


                                 may require the Fund to hold a security or
                                 instrument that it might otherwise have sold.
                                 The Fund may purchase and sell put options on
                                 individual securities and securities indices.
                                 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.



                                 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, borrowings or debt securities 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 that
                                 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 debt securities;

                                 - 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 proceeds from
                                   leverage, while the Fund's obligations under
                                   such leverage 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 NRSROs that may issue ratings for the


                                        14
<PAGE>

                                 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. 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 and
                                 high yield securities, for which the federal
                                 income tax treatment may not be clear or may be
                                 subject to recharacterization by the Internal
                                 Revenue Service ("IRS"). 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 are not clear or if the tax
                                 treatment of the income from such investments
                                 were successfully challenged by the IRS. See
                                 "Risk Factors -- Tax Risk" and "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 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.

                                        15
<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 Paid by You (as a percentage of offering
  price)....................................................        4.50%
Offering Expenses of the Common Shares borne by the Fund
  (as a percentage of offering price)(1)....................        0.20%
Offering Expenses of the Preferred Shares expected to be
  borne by the Fund
  (as a percentage of offering price)(2)....................        0.76%
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.........................................       1.50%
     Other Expenses.........................................        .60%
     Interest Payments on Leverage Instruments(5)...........       1.90%
                                                                   ----
     Total Annual Expenses..................................       4.00%
</Table>


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

(1) Calamos has agreed to pay organizational expenses and offering costs (other
    than sales load, but including reimbursement of underwriter expenses of
    $0.005 per share) that exceed $0.03 per common share (0.20% of the offering
    price).


(2) If the Fund offers preferred shares, costs of that offering, estimated to be
    approximately 1.59% of the total amount of the preferred share offering
    (including the sales load paid to the underwriters in connection with the
    preferred shares 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 $0.11 per common share (0.76% 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:


<Table>
<Caption>
                                                               PERCENTAGE OF
                                                                NET ASSETS
                                                              ATTRIBUTABLE TO
                                                               COMMON SHARES
                                                              ---------------
<S>                                                           <C>
ANNUAL EXPENSES:
    Management Fee..........................................       1.00%
    Other Expenses..........................................       0.33%
                                                                   ----
    Total Annual Expenses...................................       1.33%
</Table>



(5) Assumes a dividend rate on preferred shares of 3.80%. Such rate is an
    estimate and may differ based on varying market conditions that may exist as
    and when the preferred shares are offered. 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 leverage), it is estimated that, as a percentage of
    net assets attributable to common shares, the "Management Fee" would be
    1.50%, "Other Expenses" would be 0.38%, "Interest Payments on Leverage
    Instruments" (assuming an interest rate of 5.00%, which interest rate is
    subject to change based on prevailing market conditions) would be 2.50% and
    "Total Annual Expenses" would be


                                        16
<PAGE>


4.38%. Based on the "Total Annual Expenses" and in accordance with the example
below, the expenses for years 1, 3, 5 and 10 would be $89, $173, $259 and $478,
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 fiscal year. The table assumes that the Fund issues 5,000,000
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 utilizes leverage 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.



     EXPENSE EXAMPLE:  The following example illustrates the expenses (including
the sales load of $45, estimated offering and organizational expenses of this
offering of $2.00 and the estimated preferred share offering costs of $7.59,
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)
total annual expenses of 4.00% 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 You Would Pay................................   $93      $170      $250       $455
</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, $60; 3 years, $87; 5 years, $116; and 10 years,
    $200.


                                    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 March 30, 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 2020 Calamos Court, Naperville, Illinois
60563, 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 $0.005 per share) that exceed
$0.03 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 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

                                        17
<PAGE>

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 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. Under normal circumstances, the Fund will invest
at least 30% of its managed assets in securities of foreign issuers. The Fund
will invest in the securities of issuers of several different countries
throughout the world, in addition to the United States.

     Calamos will dynamically allocate the Fund's investments among multiple
asset classes (rather than maintaining a fixed or static allocation), 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.

     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 Calamos 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.

     The Fund may also seek to generate income from option premiums by writing
(selling) options (with an aggregate notional value of up to 33% of the value of
the Fund's managed assets). The Fund will opportunistically employ a strategy of
writing options. The extent of option writing activity will depend upon market
conditions and Calamos' ongoing assessment of the attractiveness of writing
options on the Fund's equity holdings.

     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). The Fund may invest in
preferred stocks and convertible securities of any rating, including below
investment grade. See "-- High Yield Securities" below. 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 S&P's) or are unrated but determined by
Calamos to be of comparable quality. The Fund expects that it initially will
invest

                                        18
<PAGE>

approximately 30% of its managed assets in high yield securities, which
percentage may change over time. 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 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 expects that it initially will invest more than 50%
of its managed assets in securities of foreign issuers, which percentage may
change over time, depending on Calamos' ongoing assessment of market
opportunities for the Fund. Under normal circumstances, the Fund will invest at
least 30% of its managed assets in securities of foreign issuers. The Fund will
invest in the securities of issuers of several different countries throughout
the world, in addition to the United States. A foreign issuer is a company
organized under the laws of a foreign country.


     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") or a security that mandatorily converts to an equity
security at a predetermined time. 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 including below investment
grade. See "-- High Yield Securities" above. 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 INSTRUMENTS.  Calamos may also establish a
"synthetic" convertible instrument by combining separate securities that possess
economic characteristics similar to a convertible security, I.E., an income
component and the right or obligation to convert to an equity security
("convertible component"). The income component is achieved by investing in
non-convertible, fixed-income securities such as bonds, preferred stocks, money
market instruments and other instruments that provide an income component. 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. In
establishing a synthetic instrument, Calamos may also pool a basket of
fixed-income securities and a basket of warrants or options that produce the
economic characteristics similar to a convertible security. Within each basket
of fixed-income securities and warrants or options, different companies may
issue the fixed-income and convertible components, which may be purchased
separately and at different times.

     The Fund may also purchase synthetic convertible instruments 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. Purchasing synthetic
convertible instruments may offer more flexibility than purchasing a convertible
security. 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 instruments are considered equity securities
for purposes of the Fund's policy to invest at least 50% of its managed assets
in equity securities. If the Fund purchases a synthetic convertible instrument,
a component of which is an option, such option will not be considered an option
for the purpose of the Fund's limitations on options described below.

                                        19
<PAGE>

     OPTIONS. STRATEGY.  The Fund may seek to generate income from option
premiums by writing (selling) options (with an aggregate notional value of up to
33% of the value of the Fund's managed assets). The Fund may write (sell) call
options (i) on a portion of the equity securities (including securities that are
convertible into equity securities) in the Fund's portfolio and (ii) on
broad-based securities indices (such as the S&P 500 or MSCI EAFE) or certain
ETFs (exchange traded funds) that trade like common stocks but seek to replicate
such market indices.

     In addition, to seek to offset some of the risk of a large potential
decline in the event the overall stock market has a sizeable short-term or
intermediate-term decline, the Fund may also, to a limited extent, purchase put
options (with an aggregate notional value of not more than 5% of the value of
the Fund's managed assets) on broad-based securities indices (such as the S&P
500 or MSCI EAFE) or certain ETFs (exchange-traded funds) that trade like common
stocks but seek to replicate such market indices.

     OPTIONS IN GENERAL.  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 security, index or other instrument at the exercise price. A put
option gives the purchaser of the option, upon payment of a premium, the right
to sell, and the seller the obligation to buy, the underlying security, index,
or other instrument at the exercise price.

     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 OCC, which guarantees the performance of
the obligations of the parties to such options. In addition, the Fund may
purchase instruments structured by broker-dealers or investment banks that
package or possess economic characteristics of 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, although in the future
cash settlement may become available. Index options 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 the 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. OTC options purchased by the Fund and any portfolio
securities used to cover obligations pursuant to such options are not considered
illiquid by Calamos for the purposes of the Fund's limitation on investments in
illiquid securities.

     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 on 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 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
                                        20
<PAGE>

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 the Fund on an index will require the Fund to
own portfolio securities that 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 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. OTC options other
than those above may also 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 will generally realize 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 generally 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 generally 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 generally realize a
capital gain or, if it is less, the Fund will generally 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 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.

     RULE 144A SECURITIES.  The Fund may invest without limit in Rule 144A
Securities. Calamos, under the supervision of the Board of Trustees, will
determine whether Rule 144A Securities are illiquid (that is, not readily
marketable) and thus subject to the Fund's limit on investing no more than 15%
of its managed assets in illiquid securities. A determination of whether a Rule
144A Security is liquid or not is a question of fact. In making this
determination, Calamos will consider the trading markets for the specific
security, taking into account the unregistered nature of a Rule 144A Security.
In addition, Calamos could consider the (1) frequency of trades and quotes, (2)
number of dealers and potential purchasers, (3) dealer undertakings to make a
market and (4) nature of a security and of marketplace trades (e.g., the time
needed to dispose of the security, the method of soliciting offers and the
mechanics of transfer).
                                        21
<PAGE>

The liquidity of Rule 144A Securities will be monitored and, if as a result of
changed conditions, it is determined that a Rule 144A Security is no longer
liquid, the Fund's holdings of illiquid securities would be reviewed to
determine what, if any, steps are required to assure that the Fund does not
invest more than 15% of its managed assets in illiquid securities. Investing in
Rule 144A Securities could have the effect of increasing the amount of the
portfolio's assets invested in illiquid securities if qualified institutional
buyers are unwilling to purchase such 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 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

                                        22
<PAGE>

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.  In response to adverse market, economic
or political conditions, the Fund may take temporary defensive positions and 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 NRSRO 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 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,

                                        23
<PAGE>

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 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, borrowings 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, debt securities
or borrow to the extent permitted by the 1940 Act. The Fund generally will not
issue preferred shares, debt securities or borrow unless Calamos expects that
the Fund will achieve a greater return on such proceeds from leverage than the
additional costs the Fund incurs as a result of such leverage. 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
that 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, debt securities or any
outstanding borrowings. Consequently, the Fund and Calamos may have differing
interests in determining whether to leverage the Fund's assets.


     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, borrowings or debt securities. 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) may be invested in higher
yielding portfolio investments or portfolio investments with the potential for
capital appreciation, the holders of common shares will be the beneficiaries of
any such 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 a greater extent than if the Fund was not leveraged.


     Leverage creates risks that 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 debt securities;

     - 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
       proceeds from leverage, while the Fund's obligations under such leverage
       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

                                        24
<PAGE>

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, borrowings or debt securities 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 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 issuance of debt securities and to the
issuance and ongoing maintenance of preferred shares (for example, a
participation fee paid at what it expects will be an annual rate of 0.25% 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 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 NRSROs that may issue ratings for the preferred shares
or 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 3.80% of such liquidation preference (which rate is approximately the
current rate that Calamos expects the Fund to pay, based on market rates as of
September 26, 2005), income generated by the Fund's portfolio (net of estimated
expenses) would need to

                                        25
<PAGE>

exceed 1.27% 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 preference equal to 33% of the Fund's total assets
after issuance, 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 3.80%. 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>
<S>                                        <C>        <C>       <C>       <C>     <C>
Assumed Portfolio Return (Net of
  Expenses)..............................     (10)%      (5)%        0%      5%      10%
Corresponding Common Share Return........  (16.90)%   (9.40)%   (1.90)%   5.60%   13.10%
</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.

                           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, may 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 that 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

                                        26
<PAGE>

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 3.80% and pay a fixed swap
rate of 4.30% 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 0.19% as a percentage of net assets attributable to common
shares and approximately 0.12% 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.

     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 or prepayment 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.

                                        27
<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, convertible securities 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. The Fund may invest in preferred
stocks and convertible securities of any rating, including below investment
grade.

     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

                                        28
<PAGE>

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 that 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.


     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 in which 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.


     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 discussed above. 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. 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.

     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;

                                        29
<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;

     - withholding and other non-U.S. taxes may decrease the Fund's return; and

     - dividend income the Fund receives from foreign securities may not be
       eligible for the special tax treatment applicable to qualified dividend
       income.

     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.

     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
                                        30
<PAGE>

       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.

     - Rising interest rates could result in an increase in the cost of the
       Funds' leverage and could adversely affect the ability of the Fund to
       meet asset coverage requirements with respect to leverage.

     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.

     ILLIQUID INVESTMENTS.  The Fund may invest up to 15% of its managed assets
in securities that, at the time of investment, are illiquid (determined using
the Commission's standard applicable to investment companies, i.e., securities
that can not be disposed of within 7 days in the ordinary course of business at
approximately the value at which the Fund has valued the securities). The Fund
may also invest without limit in Rule 144A Securities. Calamos, under the
supervision of the Board of Trustees, will determine whether securities
purchased under Rule 144A are illiquid (that is, not readily marketable) and
thus subject to the Fund's limit on investing no more than 15% of its managed
assets in illiquid securities. 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 security'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 security's "conversion price." The conversion price is defined as
the predetermined price at which the convertible security 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 INSTRUMENTS.  The value of a synthetic convertible
instrument may respond differently to market fluctuations than a convertible
security because a synthetic convertible instrument 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. Synthetic convertible instruments
created by other parties have the same attributes of a convertible security,
however, the issuer of the synthetic convertible instrument assumes the credit
risk associated with the investment, rather than the issuer of the underlying
equity security into which the instrument is convertible. Therefore, the Fund is
subject to the credit risk associated with the party creating the synthetic
convertible instrument.
                                        31
<PAGE>

     RISKS ASSOCIATED WITH OPTIONS.  There are several risks associated with
transactions in options. For example, there are significant differences between
the securities and options markets that could result in an imperfect correlation
among these markets, causing a given transaction not to achieve its objectives.
A decision as to whether, when and how to use options involves the exercise of
skill and judgment, and even a well-conceived transaction may be unsuccessful to
some degree because of market behavior or unexpected events. The ability of the
Fund to utilize options successfully will depend on Calamos' ability to predict
pertinent market movements, 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 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.


     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 until the next
trading day.


     Unless the parties provide for it, there is no central clearing or guaranty
function in an OTC option. As a result, if the counterparty fails to make or
take delivery of the security or other instrument underlying an OTC option it
has entered into with the Fund or fails to make a cash settlement payment due in
accordance with the terms of that option, the 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 that
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 NRSRO or, in the case of OTC currency transactions, are
determined to be of equivalent credit quality by Calamos.



     The Fund may sell options on individual securities and securities indices.
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 option sold by the
Fund exposes the Fund during the term of the option to possible loss of
opportunity to realize appreciation in the market price of the underlying
security or instrument in excess of the exercise or strike price and may require
the Fund to hold a security or instrument that it might otherwise have sold. The
Fund may purchase and sell put options on individual securities and securities
indices. 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.


     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

                                        32
<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, borrowings 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 debt securities or borrow to the
extent permitted by the 1940 Act.


     Leverage creates risks that 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 debt securities;

     - increased operating costs, which are effectively borne by common
       shareholders, and may reduce the Fund's total return; and

     - the potential for a decline in the value of an investment acquired with
       proceeds from leverage, while the Fund's obligations under such leverage
       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 leverage. 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 a greater extent than if
the Fund was not leveraged.

     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 NRSRO that 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 federal income 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.


                                        33
<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 and high yield securities, for which the federal income tax
treatment may not be clear or may be subject to recharacterization by the IRS.
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 is uncertain or if the tax treatment of the income from such
investments were successfully challenged by the IRS. See "U.S. Federal Income
Tax Matters."


     Certain of the Fund's investment practices are subject to special and
complex federal income tax provisions that may, among other things, (i)
disallow, suspend or otherwise limit the allowance of certain losses or
deductions, (ii) convert tax-advantaged, long-term capital gains and qualified
dividend income into higher taxed short-term capital gain or ordinary income,
(iii) convert an ordinary loss or a deduction into a capital loss (the
deductibility of which is more limited), (iv) cause the Fund to recognize income
or gain without a corresponding receipt of cash, (v) adversely affect the timing
as to when a purchase or sale of stock or securities is deemed to occur, and
(vi) adversely alter the characterization of certain complex financial
transactions. The Fund will monitor its transactions and may make certain tax
elections where applicable in order to mitigate the effect of these provisions,
if possible.

     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.

                                        34
<PAGE>

     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.

     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 Fund (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, 2020 Calamos Court,
Naperville, IL. On August 31, 2005 Calamos managed approximately $41 billion in
assets of individuals and institutions. Calamos is an indirect subsidiary of
Calamos Asset Management, Inc., whose voting shares are majority-owned by
Calamos Family Partners, Inc., which is controlled by John P. Calamos, Sr. and
the Calamos family. Calamos Asset Management, Inc. is publicly traded on the
NASDAQ exchange under the ticker symbol "CLMS".

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 Fund's business and affairs 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

                                        35
<PAGE>

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, 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 computed weekly 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 conflict with the interests of the Fund and its common
shareholders. The Board of Trustees must approve the issuance of debt securities
and/or preferred shares of the Fund.


     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.

                                        36
<PAGE>

PORTFOLIO MANAGER


     John P. Calamos, Sr., Nick P. Calamos and John P. Calamos, Jr. are
responsible for managing the Fund's portfolio. During the past five years, John
P. Calamos, Sr. 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.


     The Fund's statement of additional information provides additional
information about the portfolio managers, including other accounts they manage,
their ownership of the Fund and their compensation.

FUND ACCOUNTING

     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 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.

     In addition, Calamos will also provide certain other financial accounting
services to the Calamos Funds described more fully in the statement of
additional information. 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

     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 first distribution is expected to be declared approximately
60 days and paid approximately 90 days after the completion of this offering,
depending on market conditions.


     The Fund currently intends to make monthly distributions to common
shareholders at a level rate established by the Board of Trustees. The rate may
be modified by the Board of Trustees from time to time. Monthly distributions
may include net investment income, net realized short-term capital gain and, if
necessary, return of capital. Net realized short-term capital gains distributed
to common shareholders will be taxed as ordinary income. In addition, one
distribution per calendar year may include net realized long-term capital gains.
There is no guarantee that the Fund will realize capital gains in any given
year. 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. Distributions are subject to
re-characterization for federal income tax purposes after the end of the fiscal
year. The Fund may at times 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 its level
distribution policy. As a result, the dividend paid by the Fund to holders of
common shares for any particular period

                                        37
<PAGE>

may be more or less than the amount of net investment income earned by the Fund
during such period. 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 judgment might not dictate such action.

     For U.S. federal income tax purposes, the Fund is required to distribute
substantially all of its net investment income and net realized gains each year
to both reduce its federal income tax liability and to avoid a potential excise
tax. Accordingly, the Fund intends to distribute all or substantially all of its
net investment income and all net realized capital gains, if any. Therefore, 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."

     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.

     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
permitting those funds to make periodic distributions of long-term capital
gains. The application may be amended to include the Fund as a party. There is
no guarantee that the Fund will receive such exemptive order. The staff of the
Commission has indicated that it has suspended the processing of exemptive
applications requesting the type of relief referenced above, pending review by
the staff of the results of an industry-wide inspection focusing on the dividend
practices of closed-end investment companies. There can be no assurance as to
when that review might be completed or whether, following that review, the staff
would process such applications or grant such relief.

     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.
                                        38
<PAGE>

     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.

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 may elect to receive distributions in
cash. Shareholders who elect to receive cash will be 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 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, 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.

                                        39
<PAGE>

     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 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.


                                        40
<PAGE>

     All correspondence concerning the Plan as well as requests for additional
information 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 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 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. This 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 IRS, possibly with
retroactive effect. 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, tax-exempt entity, dealer in securities or non-U.S. investors.
Furthermore, this discussion does not reflect possible application of the
alternative minimum tax. 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
                                        41
<PAGE>

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 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 this 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 taxpayers subject to U.S. federal
income tax, all dividends will generally be taxable regardless of 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, her or its 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.

                                        42
<PAGE>

     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.

     Certain of the Fund's investment practices are subject to special and
complex federal income tax provisions that may, among other things, (i)
disallow, suspend or otherwise limit the allowance of certain losses or
deductions, (ii) convert tax-advantaged, long-term capital gains and qualified
dividend income into higher taxed short-term capital gain or ordinary income,
(iii) convert an ordinary loss or a deduction into a capital loss (the
deductibility of which is more limited), (iv) cause the Fund to recognize income
or gain without a corresponding receipt of cash, (v) adversely affect the timing
as to when a purchase or sale of stock or securities is deemed to occur, and
(vi) adversely alter the characterization of certain complex financial
transactions. The Fund will monitor its transactions and may make certain tax
elections where applicable in order to mitigate the effect of these provisions,
if possible.

     Dividends, interest and some capital gains received by the Fund on foreign
securities may be subject to foreign tax withholdings or other foreign taxes. If
applicable, the Fund may make an election under the Code to pass through such
taxes to shareholders of the Fund. If such an election is not made, any foreign
taxes paid or accrued by the Fund will represent an expense of the Fund. If an
election is made, shareholders will generally be able to claim a credit or
deduction on their federal income tax return for, and will be required to treat
as part of the amounts distributed to them, their pro rata portion of the taxes
paid by the Fund to foreign countries with respect to such income.


     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 shareholder's adjusted tax basis in the shares sold or
exchanged. Such gain or loss will generally be characterized as capital gain or
loss and will be long-term or short-term depending on the shareholder's holding
period in 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.

                                        43
<PAGE>


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 the Fund are
traded on exchanges throughout the world. Trading on these foreign securities
exchanges is completed at various times throughout the day and often does not
coincide with the close of trading on the New York Stock Exchange. The value of
foreign securities is generally 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 determined in accordance with
procedures adopted by the Board of Trustees, which may include a systematic fair
valuation model provided by an independent service provider.


     The Fund also may use fair value pricing if the value of a security it
holds has been affected by events occurring before the Fund's pricing time, but
after the close of the primary markets or exchanges on which the security is
traded. When fair value pricing is employed, the prices of portfolio securities
used to calculate the Fund's net asset value may differ from market quotations
or official closing prices for the same securities. This means that the Fund may
value those securities higher or lower than another fund that uses market
quotations or official closing prices.

     The fair value pricing procedures recognize that volatility in the U.S.
markets may cause prices of foreign securities determined at the close of the
foreign market or exchange on which the securities are traded to no longer be
reliable when the Fund's net asset value is determined. As a result, at least
some of the Fund's foreign securities may be valued at their fair value in
accordance with the fair value pricing procedures on any day the Fund calculates
its net asset value.

     Values of foreign securities are translated from local currencies into U.S.
dollars using current exchange rates. Trading in securities in foreign markets
takes place on some days (including some weekend days and U.S. holidays) when
the NYSE is not open, and does not take place on some days when the NYSE is
open. So, the value of the Fund's portfolio may be affected on days when the
Fund does not calculate its net asset value.

                                        44
<PAGE>

                             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. Subject to the limitations of Section 18(c) of the 1940 Act, 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 $100,000. 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 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.

                                        45
<PAGE>

     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.

                    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

                                        46
<PAGE>

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 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.

     Under the 1940 Act, 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 a Principal
Shareholder, 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 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;

     - the issuance of any securities of the Fund to any Principal Shareholder
       for cash (other than pursuant to an automatic dividend reinvestment
       plan); 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 make, alter or repeal any of the By-Laws except for
any By-Law that requires a vote of the shareholders to be amended, adopted or
repealed by the terms of the Declaration of Trust, By-Laws or

                                        47
<PAGE>

law. 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.


     With respect to proposals by shareholders submitted outside the process of
Rule 14a-8 of the Securities Exchange Act of 1934, 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 that is a proper matter for action by shareholders
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 the principal executive offices of
the Fund not less than 90 calendar days nor more than 120 calendar days prior to
the first anniversary of the date of mailing of the notice for the prior year's
annual meeting (subject to certain exceptions). Any notice by a shareholder must
be accompanied by certain information as provided in the By-Laws.


                                        48
<PAGE>

                                  UNDERWRITING

     Citigroup Global Markets Inc., UBS Securities LLC, Advest, Inc., Robert W.
Baird & Co. Incorporated, H&R Block Financial Advisors, Inc., Ferris, Baker
Watts, Incorporated, Janney Montgomery Scott LLC, Legg Mason Wood Walker,
Incorporated, RBC Capital Markets Corporation, Stifel, Nicolaus & Company,
Incorporated and Wedbush Morgan Securities Inc. are acting as representatives of
the underwriters named below. Subject to the terms and conditions stated in the
underwriting agreement dated the date of this prospectus, each underwriter named
below has agreed to purchase, and the Fund has agreed to sell to that
underwriter, the number of common shares set forth opposite the underwriter's
name.

<Table>
<Caption>
                                                                NUMBER OF
UNDERWRITERS                                                  COMMON SHARES
------------                                                  -------------
<S>                                                           <C>
Citigroup Global Markets Inc................................
UBS Securities LLC..........................................
Advest, Inc.................................................
Robert W. Baird & Co. Incorporated..........................
H&R Block Financial Advisors, Inc...........................
Ferris, Baker Watts, Incorporated...........................
Janney Montgomery Scott LLC.................................
Legg Mason Wood Walker, Incorporated........................
RBC Capital Markets Corporation.............................
Stifel, Nicolaus & Company, Incorporated....................
Wedbush Morgan Securities Inc...............................
                                                                ---------
     Total..................................................
                                                                =========
</Table>

     The underwriting 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 over-allotment option described below) if they purchase any of
the common shares.

     The underwriters propose to 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 dealers at the public offering price
less a concession not to exceed $     per common share. The sales load the Fund
will pay of $0.675 per common share is equal to 4.50% of the initial offering
price. The underwriters may allow, and dealers may reallow, a concession not to
exceed $     per common share on sales to other dealers. If all of the common
shares are not sold at the initial offering price, the representatives may
change the public offering price and the other selling terms. Investors must pay
for any common shares purchased on or before           , 2005. The
representatives have advised the Fund that the underwriters do not intend to
confirm any sales to any accounts over which they exercise discretionary
authority.

     The Fund has granted to the underwriters an option, exercisable for 45 days
from the date of this prospectus, to purchase up to           additional common
shares at the public offering price less the sales load. The underwriters may
exercise the option solely for the purpose of covering over-allotments, if any,
in connection with this offering. To the extent the option is exercised, each
underwriter must purchase a number of additional common shares approximately
proportionate to that underwriter's initial purchase commitment.

     The Fund and Calamos have agreed that, for a period of 180 days from the
date of this prospectus, they will not, without the prior written consent of
Citigroup Global Markets Inc., dispose of or hedge any common shares or any
securities convertible into or exchangeable for common shares. Citigroup Global
Markets Inc., in its sole discretion, may release any of the securities subject
to these lock-up agreements at any time without notice.

                                        49
<PAGE>

     Prior to this offering, there has been no public market for the common
shares. Consequently, the initial public offering price for the common shares
was determined by negotiations among the Fund, Calamos and the representatives.
There can be no assurance, however, that the price at which the common shares
will sell in the public market after this offering will not be lower than the
initial public offering price or that an active trading market in the common
shares will develop and continue after this offering.

     The common shares have been approved for listing on the New York Stock
Exchange under the symbol "CGO". The underwriters have undertaken to sell common
shares to a minimum of 2,000 beneficial owners in lots of 100 or more shares to
meet the New York Stock Exchange distribution requirements for trading.

     The following table shows the sales load that the Fund will pay to the
underwriters in connection with this offering. These amounts are shown assuming
both no exercise and full exercise of the underwriters' option to purchase
additional common shares.

<Table>
<Caption>
                                                                     PAID BY FUND
                                                              ---------------------------
                                                              NO EXERCISE   FULL EXERCISE
                                                              -----------   -------------
<S>                                                           <C>           <C>
Per share...................................................    $              $
Total.......................................................    $              $
</Table>

     The Fund and Calamos have each agreed to indemnify the several underwriters
against certain liabilities, including liabilities under the Securities Act of
1933, as amended, or to contribute to payments the underwriters may be required
to make because of any of these liabilities.

     The Fund has agreed to pay the underwriters $0.005 per common share as a
partial reimbursement of expenses incurred in connection with the offering, as
well as to reimburse the underwriters for certain legal expenses. Calamos has
agreed to pay the amount by which the Fund's organizational expenses and
offering costs (other than the sales load but inclusive of the reimbursement of
underwriter expenses) exceed $0.03 per share.

     Additional Compensation to Underwriters.  Calamos (and not the Fund) will
pay to Citigroup Global Markets Inc. and UBS Securities LLC from its own assets
structuring fees for advice relating to the structure and design of the Fund and
the organization of the Fund as well as services related to the sale and
distribution of the common shares in amounts equal to $          and $     ,
respectively, which are      % and      % of the total initial price to the
public of the common shares offered hereby. In accordance with the rules of the
National Association of Securities Dealers, Inc., the sum of the noted fees to
be paid to Citigroup Global Markets Inc. and UBS Securities LLC, the amounts
paid by the Fund to reimburse certain underwriter expenses discussed above and
the sales load to be paid by the Fund will not exceed 9.00% of the total initial
price to the public of the common shares offered hereby.

     Certain underwriters may make a market in the common shares after trading
in the common shares has commenced on the New York Stock Exchange. No
underwriter is, however, obligated to conduct market-making activities and any
such activities may be discontinued at any time without notice, at the sole
discretion of the underwriter. No assurance can be given as to the liquidity of,
or the trading market for, the common shares as a result of any market-making
activities undertaken by any underwriter. This prospectus is to be used by any
underwriter in connection with the offering and, during the period in which a
prospectus must be delivered, with offers and sales of the common shares in
market-making transactions in the over-the-counter market at negotiated prices
related to prevailing market prices at the time of the sale.

     In connection with the offering, Citigroup Global Markets Inc., on behalf
of the underwriters, may purchase and sell common shares in the open market.
These transactions may include short sales, syndicate covering transactions and
stabilizing transactions. Short sales involve syndicate sales of common shares
in excess of the number of common shares to be purchased by the underwriters in
the offering, which creates a syndicate short position. "Covered" short sales
are sales of common shares made in an amount up to the number of common shares
represented by the underwriters' over-allotment option. In determining the
source of common shares to close out the covered syndicate short position, the

                                        50
<PAGE>

underwriters will consider, among other things, the price of common shares
available for purchase in the open market as compared to the price at which they
may purchase common shares through the over-allotment option. Transactions to
close out the covered syndicate short involve either purchases of common shares
in the open market after the distribution has been completed or the exercise of
the over-allotment option. The underwriters may also make "naked" short sales of
common shares in excess of the over-allotment option. The underwriters must
close out any naked short position by purchasing common shares in the open
market. A naked short position is more likely to be created if the underwriters
are concerned that there may be downward pressure on the price of common shares
in the open market after pricing that could adversely affect investors who
purchase in the offering. Stabilizing transactions consist of bids for or
purchases of common shares in the open market while the offering is in progress.

     The underwriters also may impose a penalty bid. Penalty bids permit the
underwriters to reclaim a selling concession from a syndicate member when
Citigroup Global Markets Inc. repurchases common shares originally sold by that
syndicate member in order to cover syndicate short positions or make stabilizing
purchases.

     Any of these activities may have the effect of preventing or retarding a
decline in the market price of common shares. They may also cause the price of
common shares to be higher than the price that would otherwise exist in the open
market in the absence of these transactions. The underwriters may conduct these
transactions on the New York Stock Exchange or in the over-the-counter market,
or otherwise. If the underwriters commence any of these transactions, they may
discontinue them at any time.

     A prospectus in electronic format may be made available on the websites
maintained by one or more of the underwriters. The representatives may agree to
allocate a number of common shares to underwriters for sale to their online
brokerage account holders. The representatives will allocate common shares to
underwriters that may make Internet distributions on the same basis as other
allocations. In addition, common shares may be sold by the underwriters to
securities dealers who resell common shares to online brokerage account holders.

     The Fund anticipates that, from time to time, certain underwriters may act
as brokers or dealers in connection with the execution of the Fund's portfolio
transactions after they have ceased to be underwriters and, subject to certain
restrictions, may act as brokers while they are underwriters.

     Certain underwriters have performed investment banking and advisory
services for Calamos and its affiliates from time to time, for which they have
received customary fees and expenses. Certain underwriters may, from time to
time, engage in transactions with or perform services for Calamos and its
affiliates in the ordinary course of business.

     Prior to the initial public offering of common shares, Calamos purchased
common shares from the Fund in an amount satisfying the net worth requirements
of Section 14(a) of the 1940 Act.

     The principal business address of Citigroup Global Markets Inc. is 388
Greenwich Street, New York, NY 10013.

            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 Simpson Thacher & Bartlett LLP, New York,
New York. Vedder Price and Simpson Thacher & Bartlett LLP may rely on matters of
Delaware law on the opinion of Morris, Nichols, Arsht & Tunnell, Wilmington,
Delaware.
                                        51
<PAGE>

                              TABLE OF CONTENTS OF

                    THE STATEMENT OF ADDITIONAL INFORMATION

<Table>
<S>                                                           <C>
Use of Proceeds.............................................   S-1
Investment Restrictions.....................................  S-21
Management of the Fund......................................  S-23
Portfolio Managers..........................................  S-31
Portfolio Transactions......................................  S-31
Repurchase of Common Shares.................................  S-32
U.S. Federal Income Tax Matters.............................  S-34
Experts.....................................................  S-40
Additional Information......................................  S-40
Financial Statements........................................   F-1
Appendix A -- Description of Ratings........................   A-1
</Table>

                                        52
<PAGE>

     Until           , 2005 (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.

                                4,000,000 SHARES


                        CALAMOS GLOBAL TOTAL RETURN FUND

                      COMMON SHARES OF BENEFICIAL INTEREST
                                  ------------
                                   PROSPECTUS
                                          , 2005
                                  ------------
                                   CITIGROUP
                              UBS INVESTMENT BANK
                                  ADVEST, INC.
                             ROBERT W. BAIRD & CO.
                       H&R BLOCK FINANCIAL ADVISORS, INC.
                              FERRIS, BAKER WATTS
                                  INCORPORATED

                          JANNEY MONTGOMERY SCOTT LLC
                             LEGG MASON WOOD WALKER
                                  INCORPORATED

                              RBC CAPITAL MARKETS
                           STIFEL, NICOLAUS & COMPANY
                                  INCORPORATED

                         WEDBUSH MORGAN SECURITIES INC.

SEC FILE NUMBER: 811-21547
                 333-114111
                                                            CGOIPOPRO 10/05 3051
<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 OCTOBER 24, 2005


                        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 ________ __, 2005. 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-21
Management of the Fund........................................................................................S-23
Portfolio Managers............................................................................................S-31
Portfolio Transactions........................................................................................S-31
Repurchase of Common Shares...................................................................................S-32
U.S. Federal Income Tax Matters...............................................................................S-34
Experts.......................................................................................................S-40
Additional Information........................................................................................S-40
Financial Statements...........................................................................................F-1
Appendix A--Description of Ratings.............................................................................A-1
</TABLE>


         This Statement of Additional Information is dated _______ __, 2005.

<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, convertible 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. Under normal circumstances, the Fund
will invest at least 30% of its managed assets in securities of foreign issuers.
The Fund will invest in the securities of issuers of several different countries
throughout the world, in addition to 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, Calamos Advisors, LLC ("Calamos"), 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 expects that it initially will invest more than 50%
of its managed assets in securities of foreign issuers, which percentage may
change over time, depending on Calamos' ongoing assessment of market
opportunities for the Fund. Under normal circumstances, the Fund will invest at
least 30% of its managed assets in securities of foreign issuers. The Fund will
invest in the securities of issuers of several different countries throughout
the world, in addition to the United States. A foreign issuer is a company
organized under the laws of a foreign country. For these purposes, foreign
securities includes American Depositary Receipts ("ADRs") or securities
guaranteed by a United States person and 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.


         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 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.

         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 the 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 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.


         DEBT SECURITIES. In pursuing its investment objective, the Fund may
invest in convertible and non-convertible debt securities, including lower-rated
securities (i.e., securities rated BB or lower by Standard & Poor's Corporation,
a division of The McGraw-Hill Companies ("S&P"), or Ba or lower by Moody's
Investor Services, Inc. ("Moody's")) and securities that are not rated but are
considered by Calamos to be of similar quality. There are no restrictions as to
the ratings of debt securities acquired by the Fund or the portion of the Fund's
assets that may be invested in debt securities in a particular ratings category.

         Securities rated BBB or Baa are considered to be medium grade and to
have speculative characteristics. Lower-rated debt securities are predominantly
speculative with respect to the issuer's capacity to pay interest and repay
principal. Investment in medium- or lower-quality debt securities involves
greater investment risk, including the possibility of issuer default or
bankruptcy. An economic downturn could severely disrupt the market for such
securities and adversely affect the value of such securities. In addition,
lower-quality bonds are less sensitive to interest rate changes than
higher-quality instruments and generally are more sensitive to adverse economic
changes or individual corporate developments. During a period of adverse
economic changes, including a period of rising interest rates, issuers of such
bonds may experience difficulty in servicing their principal and interest
payment obligations.

         Achievement by the Fund of its investment objective will be more
dependent on Calamos' credit analysis than would be the case if the Fund were
investing in higher-quality debt securities. Because the ratings of rating
services (which evaluate the safety of principal and interest payments, not
market risks) are used only as preliminary indicators of investment quality,
Calamos employs its own credit research and analysis. These analyses may take
into consideration such quantitative factors as an issuer's present and
potential liquidity, profitability, internal capability to generate funds,
debt/equity ratio and debt servicing capabilities, and such qualitative factors
as an assessment of management, industry characteristics, accounting
methodology, and foreign business exposure.

         Medium- and lower-quality debt securities may be less marketable than
higher-quality debt securities because the market for them is less broad. The
market for unrated debt securities is even narrower. During periods of thin
trading in these markets, the spread between bid and asked prices is likely to
increase significantly, and the Fund may have greater difficulty selling its
portfolio securities. The market value of these securities and their liquidity
may be affected by adverse publicity and investor perceptions.


         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.


         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 that 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 that 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 INSTRUMENTS. Calamos may establish a "synthetic"
convertible instrument by combining fixed income securities with the right to
acquire equity securities. In establishing a synthetic instrument, the Fund may
pool a basket of fixed-income securities and a basket of warrants or options
that produce the economic characteristics similar to a convertible security.
Within each basket of fixed-income securities and warrants or options, different
companies may issue the fixed-income and convertible components, which may be
purchased separately and at different times.

         More flexibility is possible in the assembly of a synthetic convertible
instrument than in the purchase of a convertible security. Although synthetic
convertible instruments may be selected where the two components are issued by a
single issuer, thus making the synthetic convertible instrument similar to the
true convertible security, the character of a synthetic convertible instrument
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 instrument 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 instrument 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 instrument faces the risk of a
decline in the price of the instrument 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 instrument. 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 instrument includes the fixed-income
component as well, the holder of a synthetic convertible instrument 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 instruments
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. In an effort to reduce these
risks, Calamos will monitor the creditworthiness of the firms to which the Fund
lends securities.


         OPTIONS ON SECURITIES, INDEXES AND CURRENCIES. The Fund may seek to
generate income from option premiums by writing (selling) options (with an
aggregate notional value of up to 33% of the value of the Fund's managed
assets). The Fund may write (sell) call options (i) on a portion of the equity
securities (including securities that are convertible into equity securities) in
the Fund's portfolio and (ii) on broad-based securities indices (such as the S&P
500 or MSCI EAFE) or certain ETFs (exchange traded funds) that trade like common
stocks but seek to replicate such market indices. The Fund may also write (sell)
both put and call options on certain of the equity securities (including
securities that are convertible into equity securities) in the Fund's portfolio
where the Fund will own an equity security and simultaneously, write call
options and write put options on that security. This strategy may produce a
considerably higher return than solely writing call options, but involves a
higher degree of risk and potential volatility.


         Calamos may also utilize covered put option collars, in which the Fund
purchases a put option and simultaneously sells a put option on the same
security at a different strike price. The put option collars in which the Fund
will invest are sometimes referred to as debit spreads and credit spreads
(including strike spreads and time spreads). When the Fund engages in debit
spreads the Fund will pay a higher premium for the put option it purchases than
it receives for the put option it writes. In so doing, the Fund hopes to realize
current gains from favorable market price movements in relation to the exercise
price of the option it holds. The Fund's maximum potential profit would be equal
to the difference between the two exercise prices, less the net premium paid.
When the Fund engages in credit spreads the Fund will receive more in premiums
for the option it writes than it will pay for the option it purchases. In so
doing, the Fund hopes to realize current gains in the form of premiums. The
Fund's maximum potential profit would be equal to the net premium received for
the spread. The Fund's maximum potential loss would be limited to the difference
between the two exercise prices, less the net premium received.


         In addition, to seek to offset some of the risk of a large potential
decline in the event the overall stock market has a sizeable short-term or
intermediate-term decline, the Fund may also, to a limited extent (with an
aggregate notional value of not more than 5% of the value of the Fund's managed
assets) purchase put options on broad-based securities indices (such as the S&P
500 or MSCI EAFE) or certain ETFs (exchange traded funds) that trade like common
stocks but seek to replicate such market indices.


         The Fund may also purchase and sell put options and call options on
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.
In addition, the Fund may purchase instruments structured by broker-dealers or
investment banks that package or possess economic characteristics of 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 that 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 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. OTC options other
than those above may also 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 until the
next trading day.


         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 that 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
that 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.


         In order to comply with Commodity Futures Trading Commission ("CFTC")
Regulation 4.5 and thereby avoid being deemed a "commodity pool operator," a
Fund may use commodity futures or commodity options contracts for either risk
management or speculative purposes without any limitation on the notional value
of such positions. The Fund has qualified for an exemption from registration as
a "commodity pool operator" pursuant to CFTC Regulation 4.5 and, therefore, is
not subject to registration or regulation under the Commodity Exchange Act, as
amended.


         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 from time to time sell securities short to
enhance income and protect against market risk by hedging a portion of the
equity risk inherent in the Fund's portfolio. A short sale is effected when
Calamos believes that the price of a security will decline, and involves the
sale of securities that the Fund does not own, in the hope of purchasing the
same securities at a later date at a lower price. There can be no assurance that
the Fund will be able to close out a short position (i.e., purchase the same
securities) at any particular time or at an acceptable or advantageous price. To
make delivery to the buyer, the Fund must borrow the securities from a
broker-dealer through which the short sale is executed, and the broker-dealer
delivers the securities, on behalf of the Fund, to the buyer. The broker-dealer
is entitled to retain the proceeds from the short sale until the Fund delivers
to it the securities sold short. In addition, a Fund is required to pay to the
broker-dealer the amount of any dividends or interest paid on the securities
sold short.

         To secure its obligation to deliver to the broker-dealer the securities
sold short, the Fund must segregate an amount of cash or liquid securities with
its custodian equal to any excess of the current market value of the securities
sold short over any cash or liquid securities deposited as collateral with the
broker in connection with the short sale (not including the proceeds of the
short sale). As a result of that requirement, the Fund will not gain any
leverage merely by selling short, except to the extent that it earns interest or
other income or gains on the segregated cash or liquid securities while also
being subject to the possibility of gain or loss from the securities sold short.

         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 short sale. 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.

         The Fund will realize a gain if the price of the securities declines
between the date of the short sale and the date on which the Fund purchases
securities to replace the borrowed securities. On the other hand, a Fund will
incur a loss if the price of the securities increases between those dates. The
amount of any gain will be decreased and the amount of any loss increased by any
premium or interest that the Fund may be required to pay in connection with the
short sale. It should be noted that possible losses from short sales differ from
those that could arise from a cash investment in a security in that losses from
a short sale may be limitless, while the losses from a cash investment in a
security cannot exceed the total amount of the investment in the security.

         There is also a risk that securities borrowed by the Fund and delivered
to the buyer of the securities sold short will need to be returned to the
broker-dealer on short notice. If the request for the return of securities
occurs at a time when other short sellers of the security are receiving similar
requests, a "short squeeze" can occur, meaning that the Fund might be compelled,
at the most disadvantageous time, to replace the borrowed securities with
securities purchased on the open market, possibly at prices significantly in
excess of the proceeds received earlier.

         Rule 10a-1 under the Securities Exchange Act of 1934 provides that
exchange-traded securities can be sold short only at a price that is higher than
the last trade or the same as the last trade price if that price is higher than
the price of the previous reported trade. The requirements of Rule 10a-1 can
delay, or in some cases prevent, execution of short sales, resulting in
opportunity costs and increased exposure to market action.

         The Fund may also make short sales "against the box," meaning that at
all times when a short position is open the Fund owns an equal amount of such
securities or securities convertible into or exchangeable, without payment of
further consideration, for securities of the same issue as, and in an amount
equal to, the securities sold short. Short sales "against the box" result in a
"constructive sale" and require the Fund to recognize any taxable gain unless an
exception to the constructive sale rule applies.

         The Fund will not make a short sale of securities (other than a short
sale "against the box"), if more than 20% of its net assets would be deposited
with brokers as collateral or allocated to segregated accounts in connection
with all outstanding short sales (other than short sales "against the box").

         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 it 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. The Funds believe that some broker-dealers may be willing to enter into
such arrangements, but there is no assurance that they will be able to enter
into such arrangements to the desired degree.

                                      S-16

<PAGE>

         SWAPS, CAPS, FLOORS AND COLLARS. The Fund may enter into interest rate,
currency, index, credit default 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. 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. 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 Fund believes that
the Counterparty has the financial resources to honor its obligation under the
transaction. Further, Calamos will continually monitor the financial stability
of a Counterparty to a swap or cap transaction in an effort to proactively
protect the Fund's investments. If there is a default by the Counterparty, the
Fund may have contractual remedies pursuant to the agreements related to the
transaction. The use of swaps and caps is a highly specialized activity that
involves investment techniques and risks different from those associated with
ordinary portfolio security transactions. The Fund's use of swaps or caps could
enhance or harm the overall performance on the common shares. For example, 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 caps could enhance the performance of
the common shares by providing a maximum leverage expense. Buying 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 swaps or caps.

         Swaps and caps do not involve the delivery of securities or other
underlying assets or principal. Accordingly, the risk of loss with respect to
swaps is limited to the net amount of 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 payments
required of the Fund. Depending on whether the Fund would be entitled to receive
net payments from the Counterparty on the swap or cap, such a default could
negatively impact the performance of the common shares.

         In addition, at the time the 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.

         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-17

<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. 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 no 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-18

<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.

         ILLIQUID SECURITIES. The Fund may invest up to 15% of its managed
assets in securities that, at the time of investment, are illiquid (determined
using the Commission's standard applicable to investment companies, i.e.,
securities that can not be disposed of within 7 days in the ordinary course of
business at approximately the value at which the Fund has valued the
securities). The Fund may also 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"). Calamos, under
the supervision of the Board of Trustees, will determine whether securities
purchased under Rule 144A are illiquid (that is, not readily marketable) and
thus subject to the Fund's limit on investing in no more than 15% of its managed
assets in illiquid securities. 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-19

<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 that 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
that 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-20

<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-21

<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
that 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
that 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-22

<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 "Risk Factors," 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 (13 U.S. registered investment portfolios, not including
the Fund) 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 2020 Calamos Court, Naperville, Illinois 60563.


<TABLE>
<CAPTION>

                                                                          NUMBER OF
                                                     TERM OF OFFICE     PORTFOLIOS IN        PRINCIPAL OCCUPATION DURING PAST FIVE
      NAME AND AGE AT             POSITIONS HELD     AND LENGTH OF       FUND COMPLEX        YEARS AND OTHER DIRECTORSHIPS HELD BY
       MARCH 31, 2005             WITH THE FUND         SERVICE       OVERSEEN BY TRUSTEE                 THE TRUSTEE
----------------------------      -------------     ----------------  -------------------  -----------------------------------------
<S>                               <C>              <C>                <C>                  <C>
INTERESTED TRUSTEES:

*John P. Calamos (64)              Trustee and      Trustee since             13           President and CEO, Calamos Asset
                                   President        March 12, 2004.                        Management, Inc. ("CAM"), Calamos
                                                    Term expires                           Holdings, LLC ("CHLLC"); Calamos and
                                                    in 2008.                               its predecessor, and Calamos Financial
                                                                                           Services LLC and its predecessor
                                                                                           ("CFS"); Director, CAM.

*Nick P. Calamos (43)              Trustee and      Trustee since             13           Senior Executive Vice President, CAM,
                                   Vice President   March 12, 2004.                        CHLLC, Calamos and CFS; Director, CAM.
                                                    Term expires
                                                    in 2007.

**Weston W. Marsh (55)             Trustee          Trustee since             13           Partner, Freeborn & Peters (law firm).
                                                    March 12, 2004.
                                                    Term expires
                                                    in 2008.

</Table>


                                      S-23
<PAGE>


<TABLE>
<CAPTION>

                                                                         NUMBER OF
                                                    TERM OF OFFICE     PORTFOLIOS IN       PRINCIPAL OCCUPATION DURING PAST FIVE
     NAME AND AGE AT            POSITIONS HELD      AND LENGTH OF       FUND COMPLEX       YEARS AND OTHER DIRECTORSHIPS HELD BY
      MARCH 31, 2005            WITH THE FUND          SERVICE       OVERSEEN BY TRUSTEE                THE TRUSTEE
-------------------------       --------------     ----------------  -------------------  ----------------------------------------
<S>                            <C>                 <C>               <C>                  <C>
INDEPENDENT TRUSTEES:

Joe F. Hanauer (68)                Trustee          Trustee since           13            Private investor; Director, MAF Bancorp
                                                    March 12, 2004.                       (banking); Chairman and Director,
                                                    Term expires                          Homestore.com, Inc., (Internet provider of
                                                    in 2006.                              real estate information and products);
                                                                                          Director, Combined Investments, L.P.
                                                                                          (investment management).


John E. Neal (55)                  Trustee          Trustee since           13            Private investor; Managing Director,
                                                    March 12, 2004.                       Bank One Capital Markets, Inc. (investment
                                                    Term expires                          banking) (2000-2004); Executive
                                                    in 2006.                              Vice President and Head of Real Estate
                                                                                          Department, Bank One (1998-2000);
                                                                                          Director, the Brickman Group, Ltd.
                                                                                          (landscaping company).

William R. Rybak (54)              Trustee          Trustee since           13            Private investor; formerly Executive Vice
                                                    March 12, 2004.                       President and CFO, Van Kampen
                                                    Term expires                          Investments, Inc. (investment manager);
                                                    in 2008.                              Director, Howe Barnes Investments
                                                                                          (investment services firm); Director,
                                                                                          PrivateBancorp, Inc. (bank holding
                                                                                          company).

***Stephen B. Timbers (60)         Trustee          Trustee since           13            Private investor; formerly Vice Chairman,
                                                    March 12, 2004.                       Northern Trust Corporation (bank holding
                                                    Term expires in                       company);President and Chief Executive
                                                    2007.                                 Officer, Northern Trust Investments, N.A.
                                                                                          (investment manager) formerly President,
                                                                                          Northern Trust Global Investments, a
                                                                                          division of Northern Trust Corporation and
                                                                                          Executive Vice President, The Northern
                                                                                          Trust Corporation; Trustee, Northern
                                                                                          Mutual Fund Complex**** (registered
                                                                                          investment companies).





</Table>

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

   * Messrs. John Calamos and Nick Calamos are trustees who are "interested
     persons" of the Fund as defined in the Investment Company Act of 1940
     because they are affiliates of Calamos and CFS. Nick Calamos is a nephew of
     John 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.


 *** Mr. Timbers serves as lead Independent Trustee of the board.


**** Overseeing 53 portfolios in fund complex.

                                      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
       MARCH 31, 2005              WITH THE FUND        SERVICE                         THE TRUSTEE
----------------------------       ------------     ----------------      -----------------------------------------
<S>                                <C>              <C>                   <C>
FUND OFFICERS:

Nimish Bhatt (42)                  Treasurer        Since March 12,       Senior Vice President and Director of
                                                    2004. Serves at       Operations, Calamos, CAM, CHLLC and CFS (since 2004);
                                                    the discretion of     Senior Vice President, Alternative Investments
                                                    the Board.            and Tax Services, BISYS (financial services
                                                                          firm) (1996-2004).

Patrick H. Dudasik (50)            Vice President   Since March 12,       Executive Vice President, Chief Financial Officer
                                                    2004. Serves at       and Administrative Officer and Treasurer
                                                    the discretion of     of CAM and CHLLC (since 2004), Calamos and
                                                    the Board.            CFS (since 2001); Chief Financial
                                                                          Officer, David Gomez and Associates, Inc.
                                                                          (executive search firm) (1998-2001); and Chief Financial
                                                                          Officer, Scudder Kemper Investments Inc., prior thereto.

James S. Hamman, Jr. (35)          Secretary        Since March 12,       Executive Vice President, Secretary and General
                                                    2004. Serves at       Counsel, CAM and CHLLC (since 2004), Calamos
                                                    the discretion of     and CFS (since 1998).
                                                    the Board

Moses Kovalchuk (37)               Assistant        Since June 30,        Vice President of Mutual Fund Operations, Calamos
                                   Treasurer        2005. Serves at       (since 2005); Vice  President of Fund
                                                    the discretion        Accounting, J.P. Morgan Chase (2002-2005); Vice
                                                    of the board.         President of Fund Accounting, Deutsche Asset
                                                                          Management (2000-2002).

Kevin S. Woodard (39)              Assistant        Since April 6,        Senior Vice President and Associate General Counsel,
                                   Secretary        2005. Serves at       Calamos (since 2005); Vice President and Counsel,
                                                    the discretion of     Fifth Third Bank (1997-2005).
                                                    the board.



Mark Mickey (53)                   Chief            Since June 30,        Chief Compliance Officer, Calamos (since 2005);
                                   Compliance       2005. Serves at       Director of Risk Assessment and Internal
                                   Officer          the discretion of     Audit, Calamos (2003-2005); President, Mark Mickey
                                                    the board.            Consulting (2002-2003); Executive Vice President and
                                                                          Head of Compliance, ABN AMRO, prior thereto.
</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 Joe F. Hanauer and John E. Neal expire at the
first annual meeting following this public offering, the terms of Nick P.
Calamos and Stephen B. Timbers expire at the second annual meeting, and the
terms of John P. Calamos, Weston W. Marsh and William Rybak 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. The committees are described below and
the members of each committee constitute the entire committee.


         Executive Committee. Messrs. John Calamos, Nick Calamos and Stephen
Timbers 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. Both John Calamos and Nick Calamos are
Interested Trustees of the Fund.


                                      S-25

<PAGE>


         Audit Committee. Messrs. Hanauer, Neal, Rybak and Timbers serve on the
Audit Committee. The Audit Committee operates under a written charter adopted
and approved by the Board. The Audit Committee selects independent auditors,
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. All members of the Audit Committee are Independent
Trustees of the Fund.


         Governance Committee. Messrs. Hanauer, Marsh, Neal, Rybak and Timbers
serve on the Governance Committee. The Governance Committee operates under a
written charter adopted and approved by the Board. The Governance Committee
oversees the independence and effective functioning of the Board of Trustees and
endeavors to be informed about good practices for mutual fund boards. The
Governance Committee also functions as a nominating committee by making
recommendations to the Board of Trustees regarding candidates for election as
non-interested Trustees. In making such recommendations, the Governance
Committee considers a number of factors, including a candidate's background,
integrity, knowledge and relevant experience. These factors are set forth in an
appendix to the written charter. Any prospective candidate is interviewed by the
Trustees, and references are checked. The Governance Committee does not have a
policy to consider shareholder recommendations regarding candidates for election
as trustees. The Committee determined that it is appropriate not to have a
policy to consider shareholder recommendations because the current process of
identifying and recommending potential candidates is sufficient to ensure a
knowledgeable and independent Board.


         Dividend Committee. Messrs. John Calamos and Nick Calamos serve on the
Dividend Committee, which has the authority to declare dividends, capital gains
distributions and return of capital distributions on behalf of the Fund. Both
John Calamos and Nick Calamos are interested trustees of the Fund.


         In addition to the above committees, there is a pricing committee,
appointed by the Board of Trustees, comprised of officers of the Fund and
employees of Calamos.


         During the fiscal year ended October 31, 2004, the Fund's Board of
Trustees held 3 meetings, the Executive Committee held no meetings, the Audit
Committee held 2 meetings, the Governance Committee held 1 meeting and the
Dividend Committee held no meetings. All of the Trustees and committee members
then serving attended at least 75% of the meetings of the Board of Trustees and
applicable committees held during each such fiscal year.


         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. Although they are compensated, the non-interested Trustees
do not receive any pension or retirement benefits from the Fund. The following
table sets forth the total compensation paid to each Trustee (including any
amounts deferred, as described below) 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, 2004.


<TABLE>
<CAPTION>
                                               ESTIMATED AGGREGATE            TOTAL COMPENSATION FROM
         NAME OF TRUSTEE                      COMPENSATION FROM FUND          CALAMOS FUND COMPLEX(1)*
----------------------------------           -----------------------        ---------------------------
<S>                                          <C>                            <C>
John P. Calamos...................                     $           0                     $            0
Nick P. Calamos...................                                 0                                  0
Joe F. Hanauer....................                          1,292.23                             50,000
Weston W. Marsh...................                          1,259.93                             48,750
John E. Neal......................                          1,292.23                             50,000
William Rybak.....................                          1,292.23                             50,000
Stephen B. Timbers................                            982.10                             38,000
</TABLE>


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


(1) Includes fees 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, 2004, the
    value of each of Messrs. Marsh's and Neal's deferred compensation account
    was $31,955 and $162,664, respectively.


*   The Calamos Fund Complex consists of 14 portfolios, including the Fund.

                                      S-26

<PAGE>

      Prior to October 1, 2004, the compensation paid to the non-interested
Trustees of the Calamos Funds for their services as such consisted of an annual
retainer fee in the amount of $15,000. In addition, prior to September 27, 2004,
the non-interested Trustees received a meeting attendance fee of $4,000 for any
board meeting attended in person and $2,000 for any board meeting attended by
telephone. The non-interested Trustees received $1,000 for any committee meeting
attended (even if by telephone) and $4,000 for any special board meeting
attended (even if by telephone).


      Beginning on October 1, 2004, the compensation paid to the non-interested
Trustees of Calamos Funds for their services as such consists of an annual
retainer fee in the amount of $30,000. In addition, the chair of any committee
receives an additional $5,000 annually. Non-interested Trustees receive a
meeting attendance fee of $6,000 for any board meeting attended in person and
$3,000 for any board meeting attended by telephone. In addition, non-interested
Trustees receive $2,000 for any committee meeting attended (even if by
telephone) and $3,000 for any special board meeting attended (even if by
telephone). Beginning on April 1, 2005, the lead Independent Trustee receives an
annual retainer of $60,000.

      Compensation is paid only to Trustees who are not interested persons of
Calamos or CAM and is allocated among the portfolios of the Calamos Funds in
accordance with a procedure determined from time to time by the Board.


         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 the Fund in order to defer payment
of income taxes or for other reasons. The deferred compensation payable to the
participating Trustee is credited to the Trustee's deferral account as of the
business day such compensation would have been paid to the 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, 2004. 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
---------------------------------------------     --------------------       ---------------------------------------
<S>                                               <C>                        <C>
INTERESTED TRUSTEES:
John P. Calamos..............................             None                           over $100,000
Nick P. Calamos..............................             None                           over $100,000
Weston W. Marsh..............................             None                           over $100,000

NON-INTERESTED TRUSTEES:
Joe F. Hanauer...............................             None                           over $100,000
John E. Neal.................................             None                           over $100,000
William Rybak................................             None                           over $100,000
Stephen B. Timbers...........................             None                           over $100,000

</TABLE>


         CODE OF ETHICS. The Fund and Calamos have adopted a code of ethics
under Rule 17j-1 of the 1940 Act that 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-27
<PAGE>


Public Reference Room may be obtained by calling the Commission at 202-551-8090.
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, 100 F Street, N.E., Washington, DC 20549 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.

      The Fund is required to file with the SEC its complete proxy voting record
for the twelve-month period ending June 30, by no later than August 31 of each
year. The Fund's proxy voting record for the most recent twelve-month period
ending June 30 is available by August 31 of each year (1) on the SEC's website
at www.sec.gov and (2) without charge, upon request, by calling 800-582-6959.

         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, 2020 Calamos Court, Naperville, IL 60563,
and on the Commission's website at www.sec.gov.

                                      S-28

<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 computed weekly 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-29

<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, 2006. 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.


         Calamos is an indirect subsidiary of Calamos Asset Management, Inc.,
whose voting shares are majority-owned by Calamos Family Partners, Inc., which
is controlled by John P. Calamos, Sr. and the Calamos family.


         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 obtain high quality investment management services at a cost
that they deem appropriate, reasonable and in the best interests of the Fund and
its shareholers. 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, their personnel, operations and financial
condition, and the factors set out in judicial decisions and SEC directives
relating to the approval of advisory contracts, which include but are not
limited to the following: (a) the nature and quality of Calamos' services; (b)
Calamos' investment performance; (c) Calamos' cost in providing its services;
(d) the extent to which Calamos realizes economies of scale as the Fund grows
larger; and (e) the extent to which Calamos realizes other benefits from its
role as the Fund's adviser.

         Nature and Quality of Services. The Trustees reviewed the nature,
extent and quality of services Calamos is expected to provide to the Fund,
taking into account the Fund's investment objective and strategy and the
Trustees' knowledge gained from their regular meetings with management on at
least a quarterly basis. At a meeting held in June 2005, the Trustees reviewed
narrative and statistical information concerning the types of services that
Calamos currently provides to other funds it advises, Calamos' performance
record with other funds it advises, and the performance of comparable,
unaffiliated funds. In addition, the Trustees reviewed Calamos' resources and
key personnel, especially those who provide investment management services to
the Fund. The Trustees also considered other services to be provided to the Fund
by Calamos, such as managing the execution of portfolio transactions and the
selection of broker-dealers for those transactions, monitoring adherence to the
Fund's investment restrictions, producing shareholder reports, providing support
services for the Board and Board committees, communicating with shareholders and
overseeing the activities of other service providers, including monitoring
compliance with various Fund policies and procedures and with applicable
securities laws and regulations.

                                      S-30

<PAGE>


         At a meeting held in October 2005, the Trustees concluded that the
nature and extent of the services to be provided by Calamos to the Fund are
appropriate and consistent with the terms of the investment management agreement
and that the Fund is likely to benefit from the continued provision of those
services. They also concluded that Calamos had sufficient personnel, with the
appropriate education and experience, to serve the Fund effectively and had
demonstrated its continuing ability to attract and retain well qualified
personnel.

         Fees, Expenses and Profitability. In evaluating the management fees and
expenses that the Fund is expected to bear, the Trustees considered the Fund's
management fee, the Fund's expected expense ratios and the fees and expenses of
comparable funds. The Trustees also considered the ratio of Calamos' fees to
their costs and the amount of its profit in relation to the nature and quality
of services rendered to other Calamos funds, institutional separate accounts and
other subadvised funds to determine whether its compensation is fair and
reasonable. At their June 2005 meeting, the Trustees also looked at Calamos'
expense allocation methodology. In evaluating the reasonableness of Calamos'
compensation, the Trustees considered the following information provided at the
June 2005 meeting, among other things: (a) the methodology used by Calamos in
determining compensation payable to portfolio managers; (b) the very competitive
environment for investment management talent; (c) the competitive market for
mutual funds in different distribution channels; and (d) Calamos' financial
condition, which they found to be sound.

         The Trustees concluded that the management fees and other compensation
payable by the Fund to Calamos is reasonable in relation to the nature and
quality of the services to be provided, taking into account the fees charged by
other advisers for managing comparable mutual funds with similar strategies and
the fees Calamos charges to other clients. The Trustees also concluded that the
Fund's estimated overall expense ratios, taking into account quality of services
provided by Calamos and the investment performance of the other Calamos funds,
were also reasonable.

         Economies of Scale. The Trustees noted that the advisory fee schedule
for the Fund does not contain breakpoints that reduce the fee rate on assets
above specified levels. The Trustees received and discussed information
concerning whether Calamos realizes economies of scale as the assets under its
management increase. The Trustees concluded that the fee schedule for the Fund
currently in effect represents an appropriate sharing of economies of scale at
current asset levels but concluded to continue their periodic consideration of
economies of scale.

         Other Benefits to Calamos. The Trustees also considered benefits that
accrue to Calamos and its affiliates from their relationship with the Fund. The
Trustees concluded that, other than the services to be provided by Calamos
pursuant to the investment management agreement and the fees payable by the Fund
therefor, the Fund and Calamos may potentially benefit from their relationship
with each other in other ways. The Trustees also considered Calamos' use of
commissions to be paid by the Fund on its portfolio brokerage transactions to
obtain proprietary research products and services benefiting the Fund and/or
other Calamos clients. The Trustees concluded that Calamos' expected use of
"soft" commission dollars to obtain research products and services is consistent
with regulatory requirements and is expected to be beneficial to the Fund. They
concluded that, although Calamos may derive additional benefits through the use
of soft dollars from the Fund's portfolio transactions, the Fund also benefits
from the receipt of research products and services to be acquired through
commissions paid on the portfolio transactions of other Calamos clients. They
also concluded that the Fund's success could attract other business to Calamos
or its other funds and that Calamos' success could enhance its ability to serve
the Fund.


         The Trustees did not identify any single factor as all-important or
controlling. After full consideration of the above factors as well as other
factors that were instructive in analyzing the management arrangements, the
Trustees, including all of the Independent Trustees, concluded that the terms of
the investment management agreement was fair and reasonable, that Calamos' fees
are reasonable in light of the services to be provided to the Fund and that the
Calamos investment management agreement should be approved.


         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.
                               PORTFOLIO MANAGERS


         John P. Calamos, Nick P. Calamos and John P. Calamos, Jr. share
responsibility for managing the Fund's portfolio. The portfolio managers
are supported by and lead a team of investment professionals whose valuable
contributions create a synergy of expertise that can be applied across many
different investment strategies.


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

<TABLE>
<CAPTION>
                              Number of Other Accounts Managed and Assets by Account Type as of August 31, 2005
                              ---------------------------------------------------------------------------------
                               Registered                     Other Pooled
                               Investment                      Investment                           Other
Portfolio Manager              Companies                        Vehicles                           Accounts
-----------------      --------------------------      ---------------------------        --------------------------
                        Accounts          Assets        Accounts           Assets          Accounts          Assets
<S>                   <C>          <C>                 <C>            <C>                <C>          <C>
John P. Calamos            18      30,326,587,028          3          143,837,394           25,550    10,587,994,407

Nick P. Calamos            18      30,326,587,028          3          143,837,394           25,550    10,587,994,407

John P. Calamos, Jr.        7      17,169,452,669          2           86,516,052           25,550    10,587,994,407
</TABLE>

<Table>
<Caption>
            Number of Accounts and Assets for which Advisory Fee is Performance Based as of August 31, 2005
            -----------------------------------------------------------------------------------------------
                               Registered                     Other Pooled
                               Investment                      Investment                           Other
Portfolio Manager              Companies                        Vehicles                           Accounts
-----------------      --------------------------      ---------------------------        --------------------------
                        Accounts          Assets        Accounts           Assets          Accounts           Assets
<S>                   <C>             <C>             <C>             <C>                <C>           <C>
John P. Calamos             1          101,324,118         2           86,516,052            1             8,083,771

Nick P. Calamos             1          101,324,118         2           86,516,052            1             8,083,771

John P. Calamos, Jr.      None          None               2           86,516,052            1             8,083,771
</Table>

      The Fund's portfolio managers are responsible for managing the Fund and
other accounts, including separate accounts and unregistered funds.

      Other than potential conflicts between investment strategies, the
side-by-side management of both the Fund and other accounts may raise potential
conflicts of interest due to the interest held by Calamos in an account and
certain trading practices used by the portfolio managers (e.g., cross trades
between the Fund and another account and allocation of aggregated trades).
Calamos has developed policies and procedures reasonably designed to mitigate
those conflicts. For example, Calamos will only place cross-trades in securities
held by the Fund in accordance with the rules promulgated under the 1940 Act and
has adopted policies designed to ensure the fair allocation of securities
purchased on an aggregated basis.

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


      As of December 31, 2004, the portfolio managers receive all of their
compensation from Calamos Asset Management, Inc. The portfolio managers have
each entered into employment agreements that provide for compensation in the
form of a minimum annual base salary and a maximum discretionary target bonus.
The amounts paid to portfolio managers and the criteria utilized to determine
the amounts are benchmarked against industry specific data provided by third
party analytical agencies. The discretionary target bonus is set at a percentage
of base salary, ranging from 300% to 600% of base salary, with a maximum annual
bonus opportunity of at least 150% of the target bonus. Portfolio performance,
as measured by risk-adjusted portfolio performance, is utilized to determine the
discretionary target bonus. Also, due to the portfolio managers' ownership and
executive management positions with Calamos and its parent companies, additional
multiple corporate objectives are utilized to determine the discretionary target
bonus. For 2004, the additional corporate objectives were advisory fee revenue,
measured by growth in revenues compared to industry percentages; marketing
effectiveness, as measured by growth in assets under management relative to
industry percentages; operating efficiencies, as measured by operating margin
relative to industry levels; and stock price performance.


         The portfolio managers are also eligible to receive annual equity
awards under a long term incentive compensation program. The target annual
equity awards are set at a percentage of base salary, ranging from 225% to 300%.

         Prior to entering into employment agreements, John P. Calamos and
Nick P. Calamos each received compensation in the form of salary, bonus and
distributions due to their unique ownership positions with Calamos, its parent
company and their predecessor companies. At that time, compensation for each
portfolio manager was benchmarked against industry compensation standards for
portfolio managers in comparable executive positions, with advisors managing
comparably sized portfolios. Further, bonus and distributions were benchmarked
against industry compensation standards, but also were determined by income
growth, revenue growth and growth of assets under management.

         At September 22, 2005, each portfolio manager beneficially owned (as
determined pursuant to Rule 16a-1(a)(2) under the 1934 Act) shares of the Fund
having values within the indicated dollar ranges.

<TABLE>
<CAPTION>
                              FUND
                             -----
<S>                          <C>
John P. Calamos               $0
Nick P. Calamos               $0
John P. Calamos, Jr.          $0
</TABLE>





      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"). 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; calculate 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-31

<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.

         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.

         In certain cases, Calamos may obtain products or services from a broker
that have both research and non-research uses. Examples of non-research uses are
administrative and marketing functions. These are referred to as "mixed use"
products. In each case, Calamos makes a good faith effort to determine the
proportion of such products or services that may be used for research and
non-research purposes. That determination is based upon the time spent by
Calamos personnel for research and non-research uses. The portion of the costs
of such products or services attributable to research usage may be defrayed by
Calamos through brokerage commissions generated by transactions of its clients,
including the Fund. Calamos pays the provider in cash for the non-research
portion of its use of these products or services.

                          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-32

<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 that
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-33

<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
and could affect the continued validity of this summary. 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 and net income derived from an interest in a qualified
publicly traded partnership (collectively, 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 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 or the securities of one or more qualified publicly traded
partnerships.


         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-34

<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.

         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
regardless of 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 that for
the taxable year of the corporation in which the dividend was paid, or the
preceding taxable year, is 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-35

<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 at long-term
capital gain rates 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, her or its shares.
To the extent that the amount of any such distribution exceeds the shareholder's
basis in his, her or its shares, the excess will be treated by the shareholder
as gain from the sale or exchange of such shares. The U.S. federal income tax
status of all distributions will be designated by the Fund and reported to the
shareholders annually.


         Certain distributions by the Fund may qualify for the dividends
received deduction available to corporate shareholders under Section 243 of the
Code, 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).

         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
or 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-36

<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.


         If more than 50% of the value of a Fund's total assets at the close of
any taxable year consists of stock or securities in foreign corporations, and
such Fund distributes at least 90% of its investment company taxable income and
net tax exempt interest, the Fund may file an election with the IRS pursuant to
which shareholders of the Fund will be required to (i) include in gross income
(in addition to taxable dividends actually received) their pro rata shares of
foreign income taxes paid by the Fund even though not actually received, (ii)
treat such respective pro rata shares as foreign income taxes paid by them, and
(iii) deduct such pro rata shares in computing their U.S. federal taxable
income, or, alternatively, use them as foreign tax credits, subject to
applicable limitations, against their U.S. federal income tax liability.
Shareholders who do not itemize deductions for federal income tax purposes will
not, however, be able to deduct their pro rata portion of foreign taxes paid by
such Fund, although such shareholders will be required to include their share of
such taxes in gross income. Shareholders who claim a foreign tax credit may be
required to treat a portion of dividends received from the Fund as separate
category income for purposes of computing the limitations on the foreign tax
credit available to such shareholders. Tax-exempt shareholders will not
ordinarily benefit from this election relating to foreign taxes. Each year, the
Funds will notify their respective shareholders of the amount of (i) each
shareholder's pro rata share of foreign income taxes paid by such Fund and (ii)
the portion of such Fund's dividends that represents income from each foreign
country, if the Fund qualifies to pass along such credit. If a Fund does not
make such an election, the net investment income of the Fund will be reduced by,
and its shareholders will not be able to deduct their pro rata share of, foreign
taxes paid by the Fund.



         The Fund may invest 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 as a regulated investment company and/or might subject the
Fund to a 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 investment 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-37

<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 federal income 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 the "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 (through attribution), 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 the 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 or 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.


                                      S-38

<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 gain 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 to 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. As
explained above, the Fund may be able to make an election to pass through to its
shareholders their pro rata share of qualified foreign taxes paid by the Fund.
However, if the Fund can not make this election, shareholders will not be able
to include such taxes in their gross incomes and will not be entitled to a tax
deduction or credit for such taxes on their own federal income 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-39

<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 the appropriate federal income 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 October 17, 2005 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-40
<PAGE>



      Financial Statements and Report of Independent Registered Public
Accounting Firm





<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Trustees and Shareholders of Calamos Global Total Return Fund:



We have audited the accompanying statement of assets and liabilities of Calamos
Global Total Return Fund (the "Fund") as of October 17, 2005, and the related
statements of operations for the period from March 30, 2004 (date of
organization) through October 31, 2004 and for the period from November 1, 2004
through October 17, 2005. These financial statements are the responsibility of
the Fund's management. Our responsibility is to express an opinion on these
financial statements based on our audit.


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


In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Calamos Global Total Return
Fund as of October 17, 2005 and the results of its operations for the period
from March 30, 2004 (date of organization) through October 31, 2004 and for the
period from November 1, 2004 through October 17, 2005, in conformity with
accounting principles generally accepted in the United States of America.


/S/  Deloitte & Touche LLP

Chicago, Illinois
October 24, 2005


                                      F-1

<PAGE>

                        CALAMOS GLOBAL TOTAL RETURN FUND
                       STATEMENT OF ASSETS AND LIABILITIES
                                OCTOBER 17, 2005
<TABLE>
<S>                                                                   <C>
ASSETS:
Cash ..............................................................   $100,000

Deferred offering costs ...........................................     64,616
                                                                      --------
Total assets ......................................................    164,616
                                                                      --------
LIABILITIES:
Accrued offering costs ............................................     64,616
                                                                      --------
Net assets (6,666.67 shares of beneficial interest issued
          and outstanding; unlimited shares authorized) ...........   $100,000
                                                                      --------
Net asset value per share .........................................   $ 15.000
                                                                      --------
</TABLE>

                            STATEMENT OF OPERATIONS
           FOR THE PERIOD FROM MARCH 30, 2004 (DATE OF ORGANIZATION)
                            THROUGH OCTOBER 31, 2004
<TABLE>
<S>                                                <C>
Investment income ..............................   $    -
                                                   ------
Organizational expenses ........................        -
Less: reimbursement from investment advisor ....        -
                                                   ------
Net expenses ...................................        -
                                                   ------
Net investment income ..........................   $    -
                                                   ------
</TABLE>

                             STATEMENT OF OPERATIONS
          FOR THE PERIOD FROM NOVEMBER 1, 2004 THROUGH OCTOBER 17, 2005

<TABLE>

<S>                                                <C>
Investment income...............................   $    -
                                                   ------
Organizational expenses.........................        -
Less: reimbursement from investment advisor.....        -
                                                   ------
Net expenses....................................        -
                                                   ------
Net investment income...........................   $    -
                                                   ------
</TABLE>

NOTES

1. ORGANIZATION

      Calamos Global Total Return Fund (the "Fund") is a diversified, closed-end
management investment company, organized on March 30, 2004 which has had no
operations other than the sale and issuance of 6,667 shares of beneficial
interest at an aggregate purchase price of $100,000 to Calamos Advisors LLC (the
"Investment Adviser" or "Calamos"). The Fund estimates that it will offer
$75,000,000 in common shares in its initial offering. The Investment Adviser has
agreed to reimburse the amount by which the aggregate of all of the Fund's
organizational expenses and all offering costs (other than the sales load)
exceeds $0.03 per share. Accordingly, the Fund's share of offering costs will be
recorded as a reduction of the proceeds from the sale of its Common Shares upon
the commencement of the Fund's operations. Estimated offering costs to be borne
by the Fund total $64,616. Estimated organizational costs of $85,384 are being
paid by Calamos. The Fund currently anticipates that it will issue Preferred
Shares as soon as practicable after the closing of the initial offering of
common shares.

                                      F-2


<PAGE>

2. ACCOUNTING POLICIES

      The preparation of the financial statements in accordance with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of income and expenses during the reporting period. Actual results could
differ from these estimates.

3. AGREEMENTS

      The Fund has entered into an Investment Advisory Agreement with Calamos,
which provides for payment of a monthly fee computed at the annual rate of 1.00%
of the Fund's average weekly Managed Assets. "Managed Assets" means the total
assets of the Fund (including any assets attributable to leverage) minus accrued
liabilities (other than liabilities representing leverage). For purposes of
calculating "Managed Assets," the liquidation preference of any Preferred Shares
outstanding is not considered a liability.

      The Fund and other closed end funds advised by Calamos that are part of
these arrangements (the Fund and such other funds are collectively referred to
as the "Calamos Closed End Funds") have entered into a Fund Accounting Servicing
Agreement with State Street Bank & Trust Co. ("State Street"). The Calamos
Closed End Funds will pay State Street a monthly fee based on combined Managed
Assets of the Calamos Closed End Funds ("Combined Assets") at the annual rate of
0.0175% for the first $1.5 billion of Combined Assets; 0.0150% on the next $1.5
billion of Combined Assets; 0.0125% on the next $1.5 billion of Combined Assets;
0.0100% on the next $1.5 billion of Combined Assets; 0.0075% on the next $1.5
billion of Combined Assets; and 0.00375% for the Combined Assets that exceed
$7.5 billion. Each fund of the Calamos Closed End Funds will pay its pro-rata
share of the fees payable to State Street based on relative Managed Assets of
each fund.

      The Fund and other funds advised by Calamos that are part of these
arrangements (the Fund and such other funds are collectively referred to as the
"Calamos Funds") have also entered into a Financial Accounting Servicing
Agreement with Calamos. The Calamos Funds will pay Calamos a monthly fee based
on combined Managed Assets of the Calamos Funds ("Complex Assets") at the annual
rate of 0.0175% on the first $1 billion of Complex Assets; 0.0150% on the next
$1 billion of Complex Assets; and 0.0110% on Complex Assets that exceed $2
billion. Each fund of the Calamos Funds will pay its pro-rata share of the fees
payable to Calamos based on relative Managed Assets of each fund.

4. FEDERAL INCOME TAXES

      The Fund intends to qualify as a "regulated investment company" and as
such (and by complying with the applicable provisions of the Internal Revenue
Code of 1986, as amended) will not be subject to Federal income tax on taxable
income (including realized capital gains) that is distributed to shareholders.

                                      F-3
<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. 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 that 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 that will be
given to these securities on the date of the fund's fiscal year-end.

                                       A-1

<PAGE>

         Aa: Bonds and preferred stock that 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 that make the long-term risk appear somewhat larger than
the Aaa securities.

         A: Bonds and preferred stock that 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 that suggest a susceptibility to
impairment some time in the future.

         Baa: Bonds and preferred stock that 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 that 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 that 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 that 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 that 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 that 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 that link interest or principal to the
            credit performance of any third party or parties.

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

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

         4) Notes containing provisions that subordinate the claim.

                                       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 that 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: 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.

         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 that 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 25: FINANCIAL STATEMENTS AND EXHIBITS


         1.      Financial Statements:


         The Registrant's statement of assets and liabilities (balance sheet)
dated October 17, 2005, notes to that financial statement and report of
independent registered public accountants thereon are filed herewith in the
Statement of Additional Information.


         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
                            Advisors LLC (**)
                 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 Manager Agreement. (**)
                 k.1        Form of Stock Transfer Agency Agreement. (**)
                 k.2        Master Services Agreement (**)
                 k.3        Financial Accounting Services Agreement (**)
                 l.1.       Opinion of Vedder, Price, Kaufman & Kammholz,
                            P.C. (**)
                 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 (*)


------------------
(*)     Incorporated by reference to Registrant's Registration Statement as
        filed with U.S. Commission via EDGAR on March 31, 2004.


(**)    Filed herewith.


                                      C-1
<PAGE>



ITEM 26: 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 27: OTHER EXPENSES OF ISSUANCE 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..................................   $   13,536
         New York Stock Exchange listing fee................      150,000
         Printing (other than certificates).................      250,000
         Engraving and printing certificates................        1,500
         Accounting fees and expenses.......................       15,000
         Legal fees and expenses............................      200,000
         NASD fee...........................................       30,000
         Miscellaneous......................................       28,709
                                                               ----------
         Total..............................................   $  688,745
                                                               ==========
</Table>






ITEM 28. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL


         None.


ITEM 29. NUMBER OF HOLDERS OF SECURITIES



         As of October 1, 2005, 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 30. 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 Registrant 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 31. 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 32. 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 33. MANAGEMENT SERVICES


         Not applicable.


ITEM 34. 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 prompt 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 24th day of
October, 2005.


                                      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      October 24, 2005
----------------------------------  Officer)
John P. Calamos

/s/ Patrick Dudasik                 Vice President (Principal Financial and         October 24, 2005
----------------------------------  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                                             October 24, 2005

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 to Registrant's Registration Statement as filed
with the Commission via EDGAR on March 31, 2004.

                                      C-5
<PAGE>

                                 EXHIBIT INDEX

                EXHIBIT                  DOCUMENT


                 d.         Form of Share Certificate.
                 e.         Terms and Conditions of the Dividend Reinvestment
                            Plan.
                 g.         Investment Management Agreement with Calamos
                            Advisors LLC
                 h.1.       Form of Underwriting Agreement.
                 h.2.       Form of Master Selected Dealer Agreement.
                 h.3.       Form of Master Agreement Among Underwriters.
                 j.1.       Form of Custody Agreement.
                 j.2.       Form of Foreign Custody Manager Agreement.
                 k.1.       Form of Stock Transfer Agency Agreement.
                 k.2.       Master Services Agreement
                 k.3.       Financial Accounting Seevices Agreement
                 l.1.       Opinion of Vedder, Price, Kaufman & Kammholz, P.C.
                 l.2.       Opinion of Morris, Nichols, Arsht & Tunnell.
                 n.         Consent of Auditors.
                 p.         Subscription Agreement.
                 r.1.       Code of Ethics.


</TEXT>
</DOCUMENT>
